6-K
Inventiva S.A. (IVA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2026
Commission File Number: 001-39374
Inventiva S.A.
(Translation of registrant’s name intoEnglish)
50 rue de Dijon
21121 Daix France
+33 3 80 44 75 00
(Address, including zip code, and telephonenumber, including area code, of registrant’s principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Transactions Overview
On June 1, 2026 and June 2, 2026, Inventiva S.A. (the “Company” or “Inventiva”) entered into agreements for a comprehensive refinancing transaction, consisting of (i) an offering of 27,272,727 new American Depositary Shares (“ADSs”), each representing one new ordinary share of the Company with a nominal value of €0.01 (the “Ordinary Shares”), at an offering price of $4.40 per ADS (the “Offering”), (ii) the repayment in full of the existing European Investment Bank (the “EIB”) loan and the buyback of a portion of the warrants issued in favor of the EIB in connection with the loan (the “EIB Transactions”), and (iii) a new debt financing with funds and accounts managed by BlackRock and Claret Capital Partners ("Claret"), respectively, of up to €130 million in committed tranches, subject to conditions, plus an additional uncommitted tranche of up to €20 million, with an initial aggregate drawdown of €75 million (the “Debt Financing Transaction” and, together with the Offering and the EIB Transactions, the “Combined Transaction”).
The Offering
On June 2, 2026, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Leerink Partners LLC, Stifel, Nicolaus & Company, Incorporated and Stifel Europe Securities SAS (together, the “Underwriters”), in connection with the issuance and sale by the Company in an underwritten offering of 27,272,727 ADSs, each representing one Ordinary Share of the Company, at an offering price of $4.40 per ADS.
Net proceeds to the Company from the Offering are expected to be approximately $110.8 million (€95.2 million), after deducting underwriting commissions and estimated expenses payable by the Company.
The Offering was made pursuant to the Company’s shelf registration statement on Form F-3 (File No. 333-296414) which was filed with the Securities and Exchange Commission (the “SEC”) on June 2, 2026, and became automatically effective upon filing, as supplemented by a final prospectus supplement dated June 2, 2026, filed with the SEC on June 2, 2026. The Offering is expected to close on June 5, 2026, subject to customary closing conditions.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the Underwriters, and may be subject to limitations agreed upon by the contracting parties.
The foregoing description of the Underwriting Agreement is not complete, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and incorporated by reference herein.
The legal opinion of Gide Loyrette Nouel A.A.R.P.I. relating to the legality of the issuance and sale of the Ordinary Shares underlying the ADSs offered in the Offering is filed herewith as Exhibit 5.1 and incorporated by reference herein.
The EIB Transactions
On May 16, 2022, the Company entered into a finance contract with the EIB (as amended, the “EIB Finance Contract”), which provided for the financing of a maximum amount of €50 million, in two equal tranches of €25 million (the “EIB Loan”). Following the satisfaction of the applicable conditions precedent, the Company drew down tranche A in December 2022 (“EIB Tranche A”) and tranche B in January 2024 (“EIB Tranche B”). As of June 2, 2026, the amount outstanding under the EIB Loan was approximately €63 million (including principal and accrued interest), with maturities scheduled for December 2026 with respect to EIB Tranche A and January 2027 with respect to EIB Tranche B.
As previously disclosed, in connection with the EIB Loan, the Company issued 2,266,023 warrants to purchase Ordinary Shares to the EIB in November 2022 in connection with EIB Tranche A (the “EIB Tranche A Warrants”) and 3,144,654 warrants to purchase Ordinary Shares to EIB in January 2024 in connection with EIB Tranche B (the “EIB Tranche B Warrants”, and together with the EIB Tranche A Warrants, the “Existing EIB Warrants”). The Existing EIB Warrants include contractual anti-dilution provisions applicable to the Existing EIB Warrants that increase the number of shares issuable upon exercise of the Existing EIB Warrants each time the Company issues additional equity securities subject to certain exceptions, as well as a put option in favor of the EIB. As a result of equity issuances by the Company during the term of the warrants, the EIB has calculated that 38,360,540 Ordinary Shares (the “EIB Underlying Shares”) would be issuable upon exercise of the Existing EIB Warrants, which number the parties have agreed to use for purposes of the EIB Agreement. Such potential issuance would represent dilution for existing shareholders, exceeding 10% of the Company’s current share capital. In addition, the contractual anti-dilution provisions applicable to the Existing EIB Warrants could lead to further increases in the number of underlying shares upon future equity issuances, thereby amplifying the dilution risk over time and constraining the Company’s financing flexibility. This risk is expected to be mitigated with the comprehensive refinancing transaction, as further described below.
On June 1, 2026, the Company entered into a master agreement with the EIB in connection with the EIB Transactions (the “EIB Agreement”), the terms of which provide that, subject to the satisfaction or waiver of the conditions set forth therein, the Company will:
| · | repurchase<br>and cancel all of the EIB Tranche A Warrants and 700,000 of the EIB Tranche B Warrants, corresponding to approximatively 22.7 million<br>EIB Underlying Shares, for an aggregate repurchase price of €50 million (the “Repurchase Price”), such Repurchase Price<br>representing a discount of approximately 40% to the intrinsic value of the cancelled Existing EIB Warrants based on offering price in<br>the Offering (the “EIB Warrants Repurchase ”); |
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| · | issue approximately 15.7 million new warrants<br>to the EIB (the “New EIB Warrants”), representing approximately 6.5% of the Company’s current share capital, in substitution<br>for the remaining EIB Tranche B Warrants (the “Remaining EIB Warrants”), which Remaining EIB Warrants would be surrendered<br>for cancellation upon issuance of the New EIB Warrants, subject to approval by a general meeting of the Company’s shareholders,<br>which the Company currently expects to be held on June 30, 2026, or, if such approval is not obtained at such meeting, at a subsequent<br>general meeting of shareholders to be held no later than October 31, 2026; and |
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| · | prepay in full all outstanding amounts under<br>the EIB Loan (including principal and accrued interest) (the “EIB Loan Repayment”). |
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Pursuant to the EIB Agreement, the EIB Warrants Repurchase and the EIB Loan Repayment are expected to occur in mid-June 2026 and to be completed before June 30, 2026. The EIB Transactions are subject to, and contingent on, among other things, the Company’s completion of a debt or equity financing in a minimum amount of €90 million, which is expected to be satisfied upon and subject to the closing of the Offering. If the EIB Warrants Repurchase and the EIB Loan Repayment are not completed on or before June 30, 2026 and the EIB Agreement is terminated, the waivers (described below) by the EIB of its anti-dilution rights and its put option will be automatically withdrawn with retroactive effect, as if such waivers had never been granted, and all of the EIB’s rights under the Existing EIB Warrants would be fully restored.
The EIB has agreed to waive the early pre-payment fees which would have come due under the EIB Finance Contract for the EIB Loan Repayment.
As set forth in the EIB Agreement, subject to shareholder approval, the New EIB Warrants, when issued, will have a subscription price of €0.01 per warrant and an exercise price of €0.01 per warrant, equal to the nominal value of the Ordinary Shares, with a ratio of one New EIB Warrant for one new Ordinary Share. The New EIB Warrants will have a maturity of January 4, 2036, matching the cancelled EIB Tranche B Warrants and will not be exercisable for a period of ninety (90) calendar days following the date of the EIB Agreement (the “Lock-up Period”), after which they will be exercisable at any time until the maturity date. The terms and conditions of the New EIB Warrants, if issued, will not provide for the contractual anti-dilution mechanism or put option in favor of the EIB applicable to the Existing EIB Warrants.
In addition, from the date of the EIB Agreement, the EIB has waived its contractual anti-dilution adjustment right and put option with respect to the Remaining EIB Warrants, and has agreed not to exercise the Remaining EIB Warrants during the Lock-up Period. Upon the closing of the EIB Warrants Repurchase and EIB Loan Repayment, if completed, the foregoing waivers will be superseded and replaced by a waiver letter (the “Waiver Letter”), pursuant to which the EIB irrevocably will waive the same rights until the earliest of (i) the day after the expiration date of the Remaining EIB Warrants, (ii) the date upon which no Remaining EIB Warrants remain outstanding, and (iii) the date on which the EIB simultaneously subscribes to the New EIB Warrants and surrenders all of its Remaining EIB Warrants for cancellation. If shareholder approval for the issuance of the New EIB Warrants is not obtained by October 31, 2026, the New EIB Warrants will not be issued, and the EIB will retain the Remaining EIB Warrants, which will remain subject to the waivers under the Waiver Letter until the termination thereof. In consideration for the EIB’s waivers, pursuant to the EIB Agreement, the Company will be required to pay to the EIB, following the expiration of the Lock-up Period and upon any exercise, in whole or in part, of the Remaining EIB Warrants, an amount corresponding to the exercise price of the Remaining EIB Warrants actually exercised less €0.01, up to an aggregate maximum amount of approximately €9.5 million.
Following shareholder approval, the Company’s Board of Directors or Chief Executive Officer will proceed with the issuance of the New EIB Warrants. The Company expects to announce via press release the issuance and any other terms of the New EIB Warrants.
The foregoing description of the EIB Agreement is not complete, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the full text of the EIB Agreement, which is filed herewith as Exhibit 1.2 and incorporated by reference herein.
The Debt Financing Transaction
Pursuant to an agreement entered into on June 2, 2026 (the “Subscription Agreement”) with BlackRock and Claret (together, the “Lenders”), the Lenders have agreed to provide the Company with a secured structured financing facility of up to a maximum amount of €130 million in committed tranches, subject to conditions, plus an additional uncommitted tranche of up to €20 million issuable only by mutual consent of the parties following approval of the New Drug Application (“NDA”) for NATiV3 (the “Commitment”):
| · | a first tranche for a maximum amount of €35<br>million consisting of senior secured convertible bonds (the “Convertible Bonds”) into new Ordinary Shares (“Tranche<br>A”), subject to satisfaction of certain closing conditions; |
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| · | a second tranche for a maximum amount of €40<br>million consisting of senior secured amortized bonds (“Tranche B”), subject to satisfaction of certain closing conditions; |
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| · | a third tranche for a maximum amount of €55<br>million consisting of senior secured amortized bonds (“Tranche C”), available for the Company to draw at its election until<br>February 15, 2027, subject to (i) the prior and full issuance of Tranches A and B, (ii) compliance with a maximum debt-to-market<br>capitalization ratio of 10% based on a 30-day volume-weighted average price, (iii) meeting the primary endpoint of the NATiV3 Phase<br>3 clinical trial, and (iv) the confirmation of the exercise of the T3 warrants issued by the Company on May 7, 2025 of at least<br> €100 million (the “T3 Warrant Exercise”) or prior completion of an equity fundraising of at least €100 million;<br>and |
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| · | an optional additional tranche for a maximum<br>amount of €20 million, subject to mutual consent, following the approval of the NDA for NATiV3. |
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Pursuant to the terms of the Subscription Agreement, BlackRock and Claret have agreed to provide approximately two-thirds (for a maximum aggregate committed amount approximately of €86.7 million) and one-third (for a maximum aggregate committed amount approximately of €43.3 million), respectively, of the Commitment. Tranche A bonds will rank pari passu equally and ratably inter se and with the Tranche B and the Tranche C bonds, and with any bond issued under the additional uncommitted tranche.
Pursuant to the terms of the Subscription Agreement, the Lenders will receive warrants (bons de souscription d’actions) (the “Lenders’ Warrants”) exercisable for up to €6.75 million worth of Ordinary Shares (or up to €12.35 million in the event that the exercise price of the Lenders’ Warrants as determined below would be lower than the 30-day VWAP immediately preceding the warrant issuance date), expected to be granted concurrently with the drawdown of Tranches A and B, and up to €2.75 million worth of Ordinary Shares, expected to be granted concurrently with the drawdown of Tranche C.
The closing of Tranche A and Tranche B is conditioned upon, among other things, the completion of an equity financing in an amount of at least €90 million, which is expected to be satisfied upon the closing of the Offering, and the EIB Loan Repayment, and is expected to occur in mid-June and to be completed before June 30, 2026.
The Subscription Agreement includes certain restrictive covenants subject to customary exceptions, including, among other things, restrictions on the incurrence of indebtedness, the grant of security interests and guarantees, dividends and other distributions, asset disposals, mergers, acquisitions and joint ventures. The Subscription Agreement also includes financial covenants requiring the Company to maintain at least €30.0 million of cash and cash equivalents in specified secured accounts. The obligations under the Debt Financing Transaction will be secured by first-ranking security over specified collateral, including certain intellectual property rights, bank accounts and receivables.
The Subscription Agreement and related Debt Financing Transaction documents contain events of default, including but not limited to non-payment, breach of financial covenants and other obligations, breach of ranking obligations, breach of representations, cross-default, insolvency, proceedings, insolvency, cessation of business, certain audit qualifications, material litigation, change of control, invalidity or unenforceability of the Debt Financing Transaction documents or security interests, breach of the security package, breach of material contracts and material adverse change. Upon an event of default (following expiry of a cure period, as applicable), the Lenders may terminate remaining funding obligations, accelerate amounts outstanding, enforce the security package and take any other actions such parties are entitled to take under the security documents or any applicable law.
In addition, failure to achieve the primary composite endpoint in the NATiV3 Phase 3 clinical trial or any adverse regulatory outcome, will constitute an event of default, subject to certain cure mechanics if specified key secondary endpoints are met and the T3 warrant exercise is completed during the applicable cure period (it being specified that the proceeds from such exercise shall be fully funded and received in cash by the Company). During any applicable cure period, the Company would be required to maintain cash in the United States and/or Luxembourg accounts of no less than 100% of the aggregate principal amount then outstanding under the Convertible Bonds and Amortized Bonds until completion of the exercise of the Tranche 3 warrants. In addition, if the aggregate outstanding principal amount under Tranches A and B exceeds 10% of post-results market capitalization, the holders may require a prepayment of the Tranche B (such prepayment to be applied pari passu across each Tranche) to reduce the combined outstanding principal amount of Tranches A and B to the greater of €50.0 million and 10% of post-results market capitalization. If the T3 warrant exercise is completed during the cure period, the Company would be required to make a mandatory prepayment to reduce the aggregate outstanding principal amount under the Convertible Bonds and Amortized Bonds to no more than 7.5% of post-cure market capitalization, with such prepayment applied first to Tranche B and then to Tranche A; if post-cure market capitalization of the Company is below €400.0 million (as calculated pursuant to the Issue Documents), the holders may require full repayment of the outstanding principal amount under each tranche. No prepayment premium applies to these mandatory prepayments, although unpaid interest and fees, including the end-of-commitment fee, would remain payable.
As set forth in the Subscription Agreement, the Lenders will receive information rights and the right to attend meetings of the Board of Directors (Conseil d’Administration) as non-voting observers (censeurs), subject to approval by the shareholders at a general meeting. In accordance with the Company’s Board of Directors’ règlement intérieur, non-voting observers are subject to the same duties and obligations as the directors, including confidentiality and non-disclosure obligations, conflicts of interest, and securities market rules.
The Lenders are each likely to appoint such observers (censeurs), subject to the approval by the Company’s shareholders at the next general meeting to be held on June 30, 2026.
None of the securities issued in the Debt Financing Transaction will be admitted to trading or admitted to Euroclear. As soon as any shares are issued upon exercise of the Lenders’ Warrants, they will be automatically assimilated to the Ordinary Shares and will be admitted to trading on Euronext Paris under ISIN number FR0013233012.
Key Terms of the Convertible Bonds (TrancheA)
Tranche A of the Debt Financing Transaction will consist of Convertible Bonds with a par value of €1 each and a conversion price equal to a premium of 40%, applied on the lower of (i) the 30-day volume-weighted average price of the Ordinary Shares on Euronext Paris immediately prior to April 30, 2026 (being €4.6681), (ii) the 30-day volume-weighted average price of the Ordinary Shares on Euronext Paris immediately prior to the issuance date of the Convertible Bonds, or (iii) the euro-equivalent offering price per ordinary share, represented by each ADS sold in the Offering, being €3.7781. The conversion price is subject to a minimum equal to the 30-day volume-weighted average price immediately prior to the issuance date and the minimum price per the Company’s current authorizations.
Following issuance, interest on the Convertible Bonds will accrue at a 9.90% annual fixed interest rate and will be payable in cash monthly during an interest-only period until December 31, 2028, after which principal and interest will be payable monthly until maturity on April 1, 2030.
From the date that is twelve months after the issuance of the Convertible Bonds, the Company may require conversion of the outstanding Convertible Bonds if the closing price per share on Euronext Paris equals or exceeds 175% of the applicable Conversion Price on each trading day during a period of 30 consecutive trading days immediately prior to delivery of the Company’s conversion notice, provided that no event of default is continuing at such time.
The Company will be permitted to pre-pay the amounts due under the Convertible Bonds at any time, subject to specific payment of the pre-payment amount (the “Pre-Payment Amount”) as described below, and provided that the Company grants the Lenders an equity investment right in the form of a number of warrants, equal to the number of Convertible Bonds then outstanding, corresponding to the equity option value of the Convertible Bonds with an exercise price equal to €1 and on initial exercise ratio equal to the then prevailing conversion ratio. The Company may not prepay without the Lenders’ consent if the Company is in the process of a sale of the Company.
The Pre-Payment Amount will be calculated as follows:
| · | during the interest only payments period,<br> the Pre-Payment Amount would be an amount equal to (i) the principal outstanding at the time of the prepayment (plus accrued interest), plus<br> (ii) an aggregate of all remaining interest payments that would have been paid throughout the remainder of the term of the<br> applicable tranche, discounted to present value by applying a discount rate of 4%, as well as any other unpaid fees or costs, if<br> any, plus (iii) an end-of-commitment fee of 1.75% of the amount issued for the tranche being prepaid (the “End of<br> Commitment Fee”); or |
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| · | following the expiry of the interest only payments<br>period, the payment would be an amount equal to (i) within 12 months following the end of the interest only payments period, 103%<br>of the principal outstanding at the time of prepayment, (ii) within 24 months following the end of the interest only payments period,<br>102% of the principal outstanding at the time of prepayment, and (iii) thereafter, 101% of the principal outstanding at the time<br>of prepayment, in each case plus the End of Commitment Fee. |
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Key Terms of the Amortized Bonds (TranchesB and C)
Tranches B and C of the Debt Financing Transaction will consist of amortized non-convertible bonds, with a par value of €100,000 each (the “Amortized Bonds”), and will mature on April 1, 2030.
Following issuance, interest will accrue at a 9.90% annual fixed interest rate for Tranche B and 8.90% for Tranche C, payable in cash in monthly interest installments, both supplemented by PIK interest of 2.10% capitalized annually, with an interest-only payments period until March 31, 2027. The interest-only period of Tranches B and C bonds is extendable, at the Company’s election, subject to the following conditions:
| · | extendable to December 31, 2027, subject<br>to (i) meeting the primary endpoint of the NATiV3 Phase 3 clinical trial, and (ii) the confirmation of the T3 Warrant Exercise<br>or prior completion for at least €100 million following release of results of the NATiV3 Phase 3 clinical trial, with both (i) and<br>(ii) being met no later than February 15, 2027; and |
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| · | extendable to December 31, 2028, subject<br>to receipt of FDA approval of the NDA for lanifibranor in MASH, by no later than 15 business days prior to December 31, 2027. |
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The Company will be permitted to prepay the amounts due under the Amortized Bonds at any time by payment of the Pre-Payment Amount described above.
Key Terms of the Lenders’ Warrants
In connection with the Debt Financing Transaction, the Company has agreed to issue to the Lenders warrants (the “Lender’s Warrants”), giving the Lenders the right to initially subscribe to one Ordinary Share per Lender’s Warrant, subject to adjustment. The Lenders’ Warrants are to be issued upon issuance of Tranche A and Tranche B.
Pursuant to the terms of the Warrants Issue Agreement, among the Company, BlackRock and Claret, the exercise price of the Lenders’ Warrants will be equal to a 10% premium to the lower of (i) the 30-day volume-weighted average price of the Ordinary Shares on Euronext Paris immediately prior to April 30, 2026 (being €4.6681), (ii) the 30-day volume-weighted average price of the Ordinary Shares on Euronext Paris immediately prior to initial closing of the Tranche A and Tranche B bonds, or (iii) the euro-equivalent offering price per ordinary share represented by each ADS sold in the Offering (being €3.7781). The exercise price is subject to a minimum price per share permitted under the applicable shareholder authorizations in force at the warrant issuance date. The number of the Lenders’ Warrants issued will be determined at issuance by dividing €9.5 million by the exercise price, comprising Tranche A/B Warrants representing €6.75 million and Tranche C Warrants representing €2.75 million. In the event that the exercise price as determined in accordance with the foregoing would be lower than the 30-day volume-weighted average price of our ordinary shares on Euronext Paris immediately prior to the issuance date of the Lenders’ Warrants, BlackRock and Claret may be issued additional warrants up to an amount not to exceed 30% of the aggregate number of warrants to be issued, representing up to €2.85 million and bringing the maximum aggregate warrant value to approximately €12.35 million, and the exercise price would be equal to such 30-day volume-weighted average price.
All of the Tranche A and the Tranche B Warrants will be exercisable upon the issuance of Tranche A and Tranche B, with the Tranche C Warrants becoming exercisable upon the issuance of Tranche C and prior to the earlier of (i) the tenth anniversary of their issuance date or (ii) the date of successful closing of a public bid made directly to the shareholders of the Company to purchase some or all of their shares at a specified price within a fixed time period in accordance with the terms of the Sections 14(d) and 14(e) of the Securities Exchange Act of 1934, as amended, and the related rules promulgated by the SEC.
The foregoing description of the Subscription Agreement is not complete, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the full text of the Subscription Agreement, which is filed herewith as Exhibit 1.3 and incorporated by reference herein.
On June 2, 2026, the Company issued press releases announcing a temporary halt of trading on Euronext Paris and the Combined Transaction. The press releases are furnished as Exhibits 99.1 and 99.2 hereto and is incorporated by reference herein.
This Report on Form 6-K (the “Report”), including the information contained in Exhibits 1.1, 1.2, 1.3, 5.1, 23.1, 99.1 and 99.2, shall be deemed to be incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-296414) and to be part thereof from the date on which this Report is filed, to the extent not superseded by documents or reports subsequently filed.
Forward-Looking Statements
This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “expect,” “plan,” “anticipate,” “estimate,” “intend” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. All statements, other than statements of historical facts, included in this Report are forward-looking statements. These statements include, but are not limited to, Inventiva's expectations regarding its ability to execute the Combined Transaction in whole or in part and the timing thereof, including the timing of issuances of securities and receipt of proceeds in the Combined Transaction, Inventiva's ability to satisfy conditions to the Issue Documents, including any additional equity financings, any approval of Inventiva's shareholders required by the Combined Transaction, including the expect timing of any such required approval and the impacts of Inventiva's failure to obtain such approval, including with respect to waivers made by the EIB of certain anti-dilution and put option rights in connection with the EIB Transactions and the exercise ratio applicable to the EIB Warrants, the timing of and Inventiva's ability to draw down the Commitment from the Lenders, the occurrence of an event of default under the Issue Documents, the potential exercise of warrants, including the T3 warrants, the expected timing, size and use of proceeds of the Debt Financing Transaction and the Equity Offering, forecasts and estimates with respect to Inventiva's current cash resources, and expected cash resources following the completion of the Combined Transaction, Inventiva's expectations with respect to ownership in its share capital by certain investors, Inventiva's capitalization following the completion of the Combined Transaction, Inventiva's NATiV3 Phase 3 clinical trial of lanifibranor in MASH, including the timing of clinical trial data releases and regulatory filings and future activities, expectations, plans, growth and prospects of Inventiva, and the absence of material adverse events. These forward-looking statements are based on the Company’s expectations and assumptions as of the date of this Report. Each of these forward-looking statements involves risks and uncertainties, including market risks and uncertainties and risks relating to the satisfaction of customary closing conditions for the Offering. Actual results may differ materially from those expressed or implied by these forward-looking statements. For a discussion of risk factors that may cause the Company’s actual results to differ from those expressed or implied in the forward-looking statements in this Report, you should refer to the Company’s filings with the SEC, including the “Risk Factors” sections contained therein. Except as required by law, the Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. You should, therefore, not rely on these forward-looking statements as representing the Company’s views as of any date subsequent to the date of this Report.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Inventiva S.A. | |
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| (Registrant) | |
| Date: June 2, 2026 | /s/ Andrew Obenshain |
| Andrew Obenshain | |
| Chief Executive Officer |
Exhibit 1.1
Inventiva S.A.
27,272,727 AMERICAN DEPOSITARY SHARES, EACH REPRESENTING ONE ORDINARY SHARE, NOMINAL VALUE €0.01 PER SHARE
Underwriting Agreement
June 2, 2026
Leerink Partners LLC
1301 Avenue of the Americas, 5^th^ Floor
New York, New York 10019
Stifel, Nicolaus & Company, Incorporated
787 7^th^ Avenue, 11^th^ Floor
New York, New York 10019
Stifel Europe Securities SAS
26 avenue des Champs Elysées
75008 Paris, France
Ladies and Gentlemen:
Inventiva S.A., a sociétéanonyme organized under the laws of France and registered with the Register of Commerce and Companies (Registre du Commerce etdes Sociétés) of Dijon under number 537 530 255 (the “Company”), proposes to issue and sell to Leerink Partners LLC (“Leerink”), Stifel, Nicolaus & Company, Incorporated (“Stifel US”) and Stifel Europe Securities SAS (“Stifel Europe” and, together with Stifel US, “Stifel” and, together with Leerink, the “Underwriters” or “you”), an aggregate of 27,272,727 ordinary shares, nominal value €0.01 per share (the “Ordinary Shares”), of the Company, to be represented by American Depositary Shares, each representing one Ordinary Share (the “ADSs” or the “Offered Securities”). The Ordinary Shares underlying the ADSs are hereinafter referred to as the “Underlying Shares.” Unless the context otherwise requires, each reference to the Offered Securities herein also includes the Underlying Shares.
It is understood that the obligations of the Underwriters contained in this Agreement shall not constitute a performance guarantee (garantie de bonne fin) within the meaning of Article L. 225-145 of the French Commercial Code.
The term the “Offering” as used herein shall mean the offering and sale of the Offered Securities, including any correspondence with the Commission (as defined below) in connection with the Registration Statement (as defined below).
The Offered Securities will be issued by way of a capital increase without preferential rights for existing shareholders reserved to categories of investors, pursuant to the 27^th^ resolution of the Company’s combined general shareholders’ meeting held on May 22, 2025 and in accordance with Article L. 225-138 of the French Commercial Code, in the context of a public offering in the United States of America.
The Underlying Shares are to be deposited pursuant to a deposit agreement (the “Deposit Agreement”), dated July 9, 2020, by and among the Company, The Bank of New York Mellon, as the depositary (the “Depositary”) and owners and holders, from time to time, of the American Depositary Shares issued thereunder.
The Company hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the Offered Securities, as follows:
1. Registration Statement, ADS Registration Statement and French Information Document.
(a) RegistrationStatement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “SecuritiesAct”), a registration statement on Form F-3ASR (File No. 333-296414), including a prospectus, relating to the Offered Securities. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430Information”), is referred to herein as the “Registration Statement;” and as used herein, the term “PreliminaryProspectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information (the “Base Prospectus”), and the term “Prospectus” means the Base Prospectus and the prospectus supplement relating to the Offered Securities in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Offered Securities. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “RegistrationStatement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, the ADS Registration Statement (as defined below), any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.
(b) ADSRegistration Statement. Each registration statement on Form F-6 (File Nos. 333-239477 and 333-296407), and any amendments thereto, in respect of the ADSs has been filed with the Commission; each such registration statement in the form heretofore delivered, excluding exhibits, to the Underwriters, has been declared effective by the Commission; and no other document with respect to each such registration statement has heretofore been filed with the Commission (the various parts of each such registration statement, including all exhibits thereto, each as amended at the time such part of the registration statement became effective, being hereinafter called, collectively, the “ADS Registration Statement”).
At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the pricing information set forth on Annex A, the “Pricing Disclosure Package”): the Prospectus dated June 2, 2026 and any “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto.
“Applicable Time” means 6:05 a.m., New York City time, on June 2, 2026.
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In accordance with French legal and regulatory requirements, the Company has prepared and filed with the AMF a French-language universal registration document (Document d’Enregistrement Universel) under number 26-0232 on April 8, 2026 (the “Universal Registration Document”).
The Company will publish a press release on June 2, 2026 in French and in English (the “Press Release”). The Universal Registration Document and the Press Release are referred to together as the “French Public Disclosure”.
2. Purchase of the Offered Securities.
(a) On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Company hereby agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company with a view to resale to investors, the respective number of ADSs set forth in the table in Schedule I hereto opposite its name. The ADSs will be offered at a price of $4.40 per ADS (the “Purchase Price”). The Purchase Price is exclusive of the commissions set forth herein.
(b) The Company understands that the Underwriters intend to make an offering in the United States of the respective portions of the Offered Securities sold to them as contemplated hereby and in the Prospectus, and initially to offer the Offered Securities on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter.
(c) Payment of the Purchase Price for the ADSs shall be made to the Company in United States dollars by wire transfer or credit of immediately available funds of an amount equal to the product of 27,272,727 ADSs sold by the Purchase Price to a blocked account in the Company’s name at Société Générale Securities Services, as transfer agent and registrar of the Company (the “Registrar”) (the “Blocked Account”), no later than at 11:00 a.m., Central European Time, on June 5, 2026, or at such other time on the same or such other date, not later than June 5, 2026, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” On the Closing Date, subject to receipt of payment for the ADSs in the Blocked Account, the Registrar will issue, or cause to be issued, the certificate du dépositaire des fonds (the “Certificate”) required by article L.225-146 of the French Commercial Code.
(d) With respect to ADSs, the Registrar shall: (i) on the business day before the Closing Date, send to Euroclear, in the name and on behalf of the Company, a lettre comptable for the creation of the Underlying Shares corresponding to the ADSs and for credit thereof, no later than on the Closing Date, in a securities account opened in the name and on behalf of the Company in the books of the Registrar; and (ii) on the Closing Date, immediately after issuing the certificat du dépositaire, transfer the Underlying Shares corresponding to the ADSs to the custodian under the Deposit Agreement, for the account of the Depositary against issuance of ADSs in accordance with the Deposit Agreement. Delivery of the ADSs shall be made through the facilities of the Depository Trust Company (“DTC”). Prior to the Closing Date, the Company shall have taken all actions and made all necessary filings with the regulated market of Euronext Paris (“Euronext”) and Euroclear, and with the Depositary and DTC, to facilitate the transfer of the Underlying Shares through Euroclear and the ADSs through DTC. The Underwriters shall provide the written DTC delivery instructions to the Depositary at least one full business day prior to the Closing Date. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.
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(e) As compensation for the Underwriters’ commitments, and in addition to the amount of any expenses owing to the Underwriters under this Agreement, the Company shall pay, or shall cause the Registrar to pay, to Stifel (which acts on behalf of the Underwriters) for purposes of settlement and delivery of the Offered Securities, a commission equal to the product of $0.264 per ADSs multiplied by the number of ADSs paid for by the Underwriters to be issued at the Closing Date in the Offering. Such commission shall be deducted from the gross proceeds payable to the Company on the Closing Date in United States dollars and shall be paid on such date by the Registrar to Stifel on behalf of the Underwriters immediately after receiving the global subscription amount referred to above. The Company irrevocably agrees to such transfer.
(f) The ADSs shall be delivered to Stifel on the Closing Date, on behalf of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Offered Securities to the Underwriters duly paid by the Company.
(g) In the event that the ADSs are not delivered to the Underwriters by 2:30 p.m., New York City time, on the Closing Date, the Company will return (or will instruct its custodian to return) payment of the full Purchase Price to Stifel via same day funds by 4:30 p.m., New York City time. The Company shall remain liable to the Underwriters for the full amount of the Purchase Price until the full amount has been received by Stifel.
(h) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Offered Securities contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, the Underwriters are not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall not have any responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.
3. Representations and Warranties of the Company. The Company represents and warrants to each Underwriter that:
(a) PreliminaryProspectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7(b) hereof.
(b) PricingDisclosure Package. The Pricing Disclosure Package as of the Applicable Time did not, and as of the Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by or on behalf any Underwriter consists of the information described as such in Section 7(b) hereof. No statement of material fact included in the Prospectus has been omitted from the Pricing Disclosure Package and no statement of material fact included in the Pricing Disclosure Package that is required to be included in the Prospectus has been omitted therefrom.
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(c) IssuerFree Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) any documents listed on Annex A hereto, each electronic road show and any other written communications approved in writing in advance by the Underwriters, which approval, in the case of written communications required by law to be prepared, used, authorized, approved or referred to, shall not be unreasonably withheld. Each such Issuer Free Writing Prospectus complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with any Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and as of the Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.
(d) Testing-the-WatersMaterials. The Company (i) has not alone engaged in any Testing-the-Waters Communications (as defined below) other than Testing-the-Waters Communications with the consent of the Underwriters with entities that are either (a) qualified institutional buyers within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act or (b) “qualified investors” within the meaning of article 2(e) of the Prospectus Regulation, and (ii) has not authorized anyone other than the Underwriters to engage in Testing-the-Waters Communications. The Company reconfirms that the Underwriters have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed or approved for distribution any Written Testing-the-Waters Communications other than those listed on Annex B hereto. “Testing-the-Waters Communication” means any oral or written communication by the Company or any person authorized to act on behalf of the Company with potential investors undertaken in reliance on Rule 163B of the Securities Act and on Article 11 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 19, 2014 on market abuse. “WrittenTesting-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus, complied in all material respects with the Securities Act, and when taken together with the Pricing Disclosure Package as of the Applicable Time, did not, and as of the Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such, it being understood and agreed that the only such information furnished by or on behalf any Underwriter consists of the information described as such in Section 7(b) hereof.
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(e) RegistrationStatement, ADS Registration Statement and Prospectus. Each of the Registration Statement and the ADS Registration Statement has been declared effective by the Commission. No order suspending the effectiveness of the Registration Statement or the ADS Registration Statement has been issued by the Commission, and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Offered Securities has been initiated or, to the knowledge of the Company, threatened by the Commission; as of the applicable effective date of the Registration Statement, the ADS Registration Statement and any post-effective amendment thereto, the Registration Statement, the ADS Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus will comply in all material respects with the Securities Act and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf any Underwriter consists of the information described as such in Section 7(b) hereof.
(f) IncorporatedDocuments. The documents incorporated by reference in the Registration Statement, the Prospectus and the Pricing Disclosure Package, when they were filed with the Commission conformed in all material respects to the requirements of the Exchange Act, and none of such documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Pricing Disclosure Package, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(g) FinancialStatements. The financial statements as of and for the years ended December 31, 2025, 2024 and 2023 incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly, in all material respects, the financial position of the Company as of the dates indicated and the results of its operations, changes in shareholders’ equity and cash flows for the periods specified in conformity with the international financial reporting standards (the “IFRS Accounting Standards”) as issued by the International Accounting Standards Board (“IASB”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto or as otherwise disclosed therein. The financial statements as of and for the years ended December 31, 2025, 2024 and 2023 included directly or incorporated by reference in the Universal Registration Document present fairly the consolidated financial position of the Company as of the dates indicated and the results of its operations, changes in shareholders’ equity and cash flows for the periods specified, in accordance with IFRS Accounting Standards within the meaning of EC Regulation No. 1606/2002 of the European Parliament and of the Council of 19 July 2002 as adopted from time to time by the European Commission in accordance with that Regulation and its interpretations promulgated by the IASB applied on a consistent basis throughout the periods involved (except as noted therein). No other financial statements or supporting schedules are required under applicable laws or regulations to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus. The financial data set forth in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus under the caption “Capitalization” have been derived from the audited financial statements or unaudited condensed consolidated financial statements contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus and the French Public Disclosure.
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(h) NoMaterial Adverse Change. Since the date of the most recent financial statements of the Company included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there has not been any change in the capital stock (other than the issuance of ADSs, or free shares (actions gratuites) or upon the exercise of outstanding founder’s share warrants (BSPCE), stock options, pre-funded warrants, and share warrants (BSA), in each case referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus), or issuances of equity grants to employees, executives or former executive), short-term debt or long-term debt of the Company, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on its capital stock, or any material adverse change, or any development that would reasonably be expected to result in a material adverse change, in or affecting the business, properties, management, financial position, stockholders’ equity, results of operations or prospects of the Company; (ii) the Company has not entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Company or incurred any liability or obligation, direct or contingent, that is material to the Company; and (iii) the Company has not sustained any loss or interference with its business that is material to the Company and that is either from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, except in each case (i), (ii) and (iii) above as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and the French Public Disclosure.
(i) Organizationand Good Standing. The Company has been duly organized and is validly existing under the laws of France, is duly qualified to do business in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, and has all power and authority necessary to own or hold its properties and to conduct the business in which it is engaged, except where the failure to be so qualified or have such power or authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, management, financial position, stockholders’ equity, results of operations or prospects of the Company or on the performance by the Company of its obligations under this Agreement (a “Material AdverseEffect”). No proceeding of mandat ad hoc, conciliation, sauvegarde (including sauvegarde accélérée),redressement judiciaire or liquidation judiciaire is existing with respect to the Company and the Company is not insolvent. The by-laws (statuts) of the Company comply with the requirements of applicable French law and are in full force and effect in all material aspects. The Company’s “subsidiaries” (for purposes of this Agreement, as defined in Rule 405 under the Securities Act) have been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package, and the Prospectus. The Company’s subsidiaries are in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business. All of the issued and outstanding capital stock or other equity or ownership interests of the Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or through its subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. None of the outstanding capital stock or equity interest in any subsidiary was issued in violation of preemptive or similar rights of any security holder of such subsidiary. The constitutive or organizational documents of the Company’s subsidiaries comply in all material respects with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. As of the date of this Agreement, the Company has one subsidiary, Inventiva Inc.
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(j) Capitalization. The share capital of the Company is set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Capitalization” (other than for subsequent issuances, if any, pursuant to free shares (actions gratuites) or upon the exercise of outstanding founder’s share warrants (BSPCE), stock options, pre-funded warrants, and share warrants (BSA), in each case as contemplated in the Registration Statement and the Pricing Disclosure Package and the Prospectus); all the outstanding shares of capital stock of the Company have been duly and validly issued and are fully paid and non-assessable and are not subject to any pre-emptive or similar rights; except as described in or expressly contemplated by the Registration Statement, the Pricing Disclosure Package, the Prospectus and the French Public Disclosure, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company, any such convertible or exchangeable securities or any such rights, warrants or options; the capital stock of the Company conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package, the Prospectus and the French Public Disclosure.
(k) StockOptions. Except as disclosed in the Registration Statement, the Pricing Disclosure Package, the Prospectus, and the French Public Disclosure, the Company has not issued any stock options, and no stock options of the Company are outstanding.
(l) OutstandingFounder’s Share Warrants (BSPCE), Share Warrants (BSA) and Free Shares (actions gratuites). With respect to the outstanding founder’s share warrants (BSPCE), share warrants (BSA) and free shares (actions gratuites), in each case referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus , (i) each grant was duly authorized no later than the date on which such grant was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the board of directors of the Company and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (ii) each such grant was made in accordance with the terms of the relevant plan adopted by the Company, and all other applicable laws and regulatory rules or requirements, including the rules of the Nasdaq Global Market, AMF and Euronext, and (iii) each such grant was properly accounted for in accordance with IFRS Accounting Standards in the financial statements (including the related notes) of the Company and disclosed in the Company’s filings with the Commission in accordance with the Exchange Act and all other applicable laws. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, founder’s share warrants (BSPCE), share warrants (BSA) and free shares (actions gratuites) prior to, or otherwise coordinated with, the release or other public announcement of material information regarding the Company or its results of operations or prospects.
(m) DueAuthorization. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken.
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(n) UnderwritingAgreement. This Agreement has been duly authorized, executed and delivered by the Company.
(o) DepositAgreement. The Deposit Agreement has been duly authorized, executed and delivered by the Company, constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.
(p) Descriptionof the Underwriting Agreement and the Deposit Agreement. This Agreement and the Deposit Agreement conform in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(q) TheSecurities. Upon issuance of the ADSs against the deposit of the Underlying Shares in respect thereof in accordance with the provisions of the Deposit Agreement, such ADSs will be duly and validly issued, and the persons in whose names the ADSs are registered will be entitled to the rights specified in the Deposit Agreement. The deposit of the Underlying Shares with the Depositary and the issuance of the ADSs as contemplated by this Agreement and the Deposit Agreement will neither (i) cause any holder of any Ordinary Shares or ADSs or securities convertible into or exchangeable or exercisable for Ordinary Shares or ADSs or options, warrants or other rights to purchase Ordinary Shares or ADSs or any other securities of the Company to have any right to acquire any shares of preferred stock of the Company, nor (ii) trigger any anti-dilution rights of any such holder with respect to such Underlying Shares, ADSs, securities, options, warrants or rights, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Offered Securities to be sold by the Company will be freely transferable by the Company to or for the account of the several Underwriters and (to the extent described in the Prospectus) the initial purchasers thereof; and there are no restrictions on subsequent transfers of the Offered Securities under the laws of France except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Underlying Shares may be freely deposited by the Company with the Depositary or its nominee against issuance of the ADSs, as contemplated by the Deposit Agreement.
(r) WorkingCapital. The cash flow and working capital projections on which the Company has based its working capital statement which will be contained in the Press Release have been made on reasonable grounds and in good faith. All assumptions on which such working capital statement is based are considered by the Company to be reasonable and, so far as the Company is aware, there are no other material assumptions which should reasonably be taken into account in the preparation of such working capital statement.
(s) NoViolation or Default. The Company is not (i) in violation of its by-laws (statuts); (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any property or asset of the Company is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Company, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
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(t) NoConflicts. The execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Offered Securities and the consummation of the transactions contemplated by this Agreement or the Pricing Disclosure Package and the Prospectus will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, result in the termination, modification or acceleration of, or result in the creation or imposition of any lien, charge or encumbrance upon any property, right or asset of the Company pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any property, right or asset of the Company, (ii) result in any violation of the provisions of by-laws (statuts) of the Company or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Company, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation, default, lien, charge or encumbrance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(u) NoConsents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Offered Securities and the consummation of the transactions contemplated by this Agreement, except for the registration of the Offered Securities under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. and under applicable state securities laws in connection with the purchase and distribution of the Offered Securities by the Underwriters and approval from Euronext for the listing of the Underlying Shares.
(v) LegalProceedings. Except as described in the Registration Statement, the Pricing Disclosure Package, the Prospectus and the French Public Disclosure, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending to which the Company is or reasonably expects to be a party or to which any property of the Company is or reasonably expected to be the subject that, individually or in the aggregate, if determined adversely to the Company, would reasonably be expected to have a Material Adverse Effect; no such Actions are threatened or, to the knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package, the Prospectus, the French Public Disclosure that are not so described in the Registration Statement, the Pricing Disclosure Package, the Prospectus , the French Public Disclosure and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed or incorporated by reference as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus that are not so filed or incorporated by reference as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(w) IndependentAccountants. KPMG S.A., who has certified certain financial statements of the Company, is an independent registered public accounting firm with respect to the Company within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act. KPMG S.A., who has certified the financial statements of the Company as of and for the years ended December 31, 2025, 2024, and 2023 included directly or incorporated by reference in the Universal Registration Document, is an independent statutory auditor with respect to the Company as required by the AMF General Regulations and under the professional rules of the “Compagnie Nationale des Commissaires aux Comptes.”
(x) Titleto Real and Personal Property. The Company has good and marketable title in fee simple (or its jurisdictional equivalent) to, or has valid rights to lease or otherwise use, all items of real and personal property that are material to its business, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
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(y) IntellectualProperty. Except as described in the Registration Statement, Pricing Disclosure Package, Prospectus and the French Public Disclosure and as would not, individually or in the aggregate, have a Material Adverse Effect: (i) the Company owns or has adequate rights to use all patents, trademarks, service marks, trade names, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, licenses, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (including registrations and applications for registration of, and all goodwill associated with, the foregoing) (collectively, “Intellectual Property”) used in or necessary for the conduct of its business as now conducted as contemplated in the Registration Statement, Pricing Disclosure Package, Prospectus and the French Public Disclosure to be conducted by them; (ii) to the knowledge of the Company, the Company’s conduct of its business does not infringe, misappropriate or otherwise violate, and has not infringed, misappropriated or otherwise violated, any Intellectual Property of any person (it being understood that the foregoing representation and warranty is made without giving effect to any exemption under applicable law to which the Company may be entitled (e.g., 35 U.S.C. Section 271(e)(1)); (iii) to the knowledge of the Company, all Intellectual Property owned by or exclusively licensed to the Company is valid and enforceable; (iv) to the knowledge of the Company, the Intellectual Property of the Company is not being infringed, misappropriated or otherwise violated by any person; (v) the Company has taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property the value of which to the Company is contingent upon maintaining the confidentiality thereof and no such Intellectual Property has been disclosed other than to employees, representatives and agents of the Company all of whom are bound by confidentiality agreements, and (vi) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by any third party (A) challenging the Company’s rights in or to any Intellectual Property, (B) challenging the validity, enforceability or scope of any Intellectual Property owned by or exclusively licensed to the Company, or (C) alleging that the Company has infringed, misappropriated or otherwise violated any Intellectual Property of any third party.
(z) NoUndisclosed Relationships. (i) No business relationship, direct or indirect, exists between or among the Company, on the one hand, and the directors, officers, stockholders, customers or suppliers or other affiliates of the Company, on the other, and (ii) there are no conventions réglementées under Article L. 225-38 et seq. of the French Commercial Code, that is required by the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that have not been described as required.
(aa) NoMarket Abuse. The Company has complied and complies in all material respect with all applicable rules relating to market abuse (including insider trading) and has taken reasonable measures and has reasonable procedures in place in order to ensure such compliance, and none of the allotment of the Offered Securities, the sale of the Offered Securities and the consummation of the transactions contemplated by this Agreement will constitute a violation by the Company of any applicable “insider dealing,” “insider trading” or similar legislation and no person acting on its behalf has done any act or engaged in any course of conduct constituting such violation.
(bb) InvestmentCompany Act. The Company is not and, after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus will not be required to register as an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder and will not result in the Company being in non-compliance of any applicable laws, rules and regulations with respect to the administration of foreign exchange or overseas investment in France.
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(cc) Taxes. The Company has paid all material federal, state, local and foreign taxes and filed all tax returns required to be paid or filed through the date hereof; and except as otherwise disclosed in each of the Registration Statement, the Pricing Disclosure Package the Prospectus and the French Public Disclosure, there is no tax deficiency that has been asserted against the Company or any of its properties or assets, except with respect to (i) payments being contested in good faith through an appropriate procedure or for which provision has been made in its accounts if and to the extent required or (ii) non-payments and non-filings that have not had or would not be expected reasonably to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except where failures to do so have not had or would not be expected reasonably to have a Material Adverse Effect.
(dd) Licensesand Permits. The Company possesses all licenses, sub-licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of its properties or the conduct of its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to possess or make the same would not, individually or in the aggregate, have a Material Adverse Effect; and except as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has not received notice of any revocation or modification of any such license, sub-license, certificate, permit or authorization or has any reason to believe that any such license, sub-license, certificate, permit or authorization will not be renewed in the ordinary course.
(ee) NoLabor Disputes. No labor disturbance by or dispute with employees of the Company exists or, to the knowledge of the Company, is contemplated or threatened. The Company is not aware of any existing or imminent labor disturbance or dispute between any of its principal suppliers, contractors or customers and the respective employees of such principal suppliers, contractors or customers, except as would not reasonable be expected to have a Material Adverse Effect. The Company has not received written notice of cancellation or termination with respect to any collective bargaining agreement to which it is a party.
(ff) CertainEnvironmental Matters. (i) The Company (x) is in compliance with all, and has not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct its business; and (z) have not received notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package, the Prospectus, and the French Public Disclosure, (x) there is no proceeding that is pending, or that is known to be contemplated, against the Company under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company is not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company, and (z) the Company anticipates material capital expenditures relating to any Environmental Laws.
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(gg) Compliancewith ERISA. (i) Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for which the Company or any member of its “Controlled Group” (defined as any entity, whether or not incorporated, that is under common control with the Company within the meaning of Section 4001(a)(14) of ERISA or any entity that would be regarded as a single employer with the Company under Section 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”) would have any liability (each, a “Plan”) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iii) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no Plan has failed (whether or not waived), or is reasonably expected to fail, to satisfy the minimum funding standards (within the meaning of Section 302 of ERISA or Section 412 of the Code) applicable to such Plan; (iv) no Plan is, or is reasonably expected to be, in “at risk status” (within the meaning of Section 303(i) of ERISA) and no Plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA is in “endangered status” or “critical status” (within the meaning of Sections 304 and 305 of ERISA) (v) the fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (vi) no “reportable event” (within the meaning of Section 4043(c) of ERISA and the regulations promulgated thereunder) has occurred or is reasonably expected to occur; (vii) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification; (viii) neither the Company nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guarantee Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA); and (ix) none of the following events has occurred or is reasonably likely to occur: (A) a material increase in the aggregate amount of contributions required to be made to all Plans by the Company or its Controlled Group affiliates in the current fiscal year of the Company and its Controlled Group affiliates compared to the amount of such contributions made in the Company’s and its Controlled Group affiliates’ most recently completed fiscal year; or (B) a material increase in the Company’s “accumulated post-retirement benefit obligations” (within the meaning of Accounting Standards Codification Topic 715-60) compared to the amount of such obligations in the Company’s most recently completed fiscal year, except in each case with respect to the events or conditions set forth in (i) through (ix) hereof, as would not, individually or in the aggregate, have a Material Adverse Effect
(hh) DisclosureControls. The Company maintains a system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that is designed to comply with the requirements of the Exchange Act applicable to the Company and that has been designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure.
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(ii) AccountingControls. The Company maintains systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that have been designed to comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards. The Company maintains internal accounting controls to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS Accounting Standards and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the Pricing Disclosure Package fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as disclosed in the Registration Statement, the Pricing Disclosure Package the Prospectus and the French Public Disclosure, no material weaknesses in the Company’s internal controls have been identified by the Company’s auditors. The Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting identified by the Company’s auditors that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, known to the Company that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.
(jj) Insurance. The Company has insurance covering its properties, operations, personnel and businesses, including business interruption insurance, which insurance is in amounts and insures against such losses and risks as the Company reasonably believes are adequate to protect the Company and its business; and the Company has not (i) received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii) any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business in all material respects.
(kk) Cybersecurity. (i)(x) Except as disclosed in the Registration Statement, the Pricing Disclosure Package, the Prospectus and the French Public Disclosure, or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the knowledge of the Company, there has been no security breach or other compromise of any of the Company’s information technology and computer systems, networks, hardware, software, data (including the data of its customers, employees, suppliers, vendors and third party data maintained by or on behalf of the Company), equipment or technology (collectively, “IT Systems and Data”) and (y) the Company has not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data; (ii) the Company is presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually or in the aggregate, be reasonable expected to have a Material Adverse Effect; and (iii) the Company has implemented backup and disaster recovery technology consistent with generally accepted industry standards and practices.
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(ll) NoUnlawful Payments. Neither the Company nor any director or officer of the Company nor, to the knowledge of the Company, any employee, agent, affiliate or other person associated with or acting on behalf of the Company has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, Articles 432-11 et seq., 433-1 and 433-2, 433-22 to 433-25, 435-1 et seq. and 445-1 et seq. of the French Criminal Code, or any applicable anti-corruption laws, rules, or regulations of the European Union or any other jurisdiction in which the Company conducts business; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company has instituted, maintains and enforces, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.
(mm) Compliancewith Anti-Money Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering or terrorism financing statutes of all jurisdictions where the Company conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency, including but not limited to, the Cellule française de lutte contre le blanchiment de capitaux etle financement du terrorisme (TRACFIN) and the Office central pour la répression de la grande délinquance financière(OCRGDF) (collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
(nn) NoConflicts with Sanctions Laws. Neither the Company nor any of its directors or officers nor, to the knowledge of the Company, any employee, agent, affiliate or other person associated with or acting on behalf of the Company (except for the Underwriters, in respect of which the Company makes no representation) is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, His Majesty’s Treasury (“HMT”), any French government agency, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, the so-called Donetsk People’s Republic, or so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, and the Crimea region, Cuba, Iran, North Korea and Russia (each, a “SanctionedCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Offered Securities hereunder, or lend, contribute or otherwise make available such proceeds to any joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that would reasonably be expected to result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company has not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.
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(oo) NoBroker’s Fees. The Company is not a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against any of them or any Underwriter for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Offered Securities.
(pp) NoRegistration Rights. No person has the right to require the Company to register any securities for sale under the Securities Act by reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Offered Securities.
(qq) NoStabilization. The Company has not taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any unlawful stabilization or manipulation of the price of the Offered Securities. Neither the Company, nor any person acting on its behalf will take, directly or indirectly, any action designed to cause or to result in, or that has constituted or that might reasonably be expected to cause or result in, the stabilization of the Offered Securities in violation of applicable European Union or French laws or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Securities. The Company has not taken or omitted to take any action nor will take any action or omit to take any action which may result in the loss by any of the Underwriters of the ability to rely on any stabilization safe harbour provided under the Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilization measures. The Company authorizes the Underwriters to make adequate public disclosure of information, and to act as the central point responsible for handling any request from a competent authority, in each case as required by Article 6(5) of Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016 with regard to regulatory technical standards for conditions applicable to buy-back programmes and stabilization measures.
(rr) MarginRules. Neither the issuance, sale and delivery of the Offered Securities nor the application of the proceeds received by the Company as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.
(ss) Forward-LookingStatements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) included or incorporated by reference in any of the Registration Statement, the Pricing Disclosure Package or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.
(tt) Statisticaland Market Data. Nothing has come to the attention of the Company that has caused the Company to believe that the statistical and market-related data included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus is not based on or derived from sources that are reliable and accurate in all material respects.
(uu) Sarbanes-OxleyAct. There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002, as amended and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”) applicable to the Company as of the date hereof, including Section 402 related to loans.
(vv) Statusunder the Securities Act. At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Offered Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act.
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(ww) NoRatings. There are (and prior to the Closing Date, will be) no debt securities or preferred stock issued or guaranteed by the Company that are rated by a “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) under the Exchange Act.
(xx) PreclinicalStudies and Clinical Trials. (i) Except as described in the Registration Statement, the Pricing Disclosure Package, the Prospectus, the pre-clinical studies and clinical trials conducted by or, to the knowledge of the Company, on behalf of or sponsored by the Company, or in which the Company, has participated that are described in the Registration Statement, the Pricing Disclosure Package, the Prospectus or the results of which are referred to in the Registration Statement, the Pricing Disclosure Package the Prospectus, as applicable, were, and if still pending are, being conducted in all material respects in accordance with standard medical and scientific research standards and procedures for products or product candidates comparable to those being developed by the Company and all applicable statutes and all applicable rules and regulations of the Regulatory Authorities and current Good Clinical Practices and Good Laboratory Practices; (ii) the descriptions in the Registration Statement, the Pricing Disclosure Package and the Prospectus of the results of such studies and trials are accurate and complete descriptions in all material respects and fairly present the data derived therefrom; (iii) the Company has no knowledge of any other studies or trials not described in the Registration Statement, the Pricing Disclosure Package and, the Prospectus, the results of which are inconsistent with or call into question the results described or referred to in the Registration Statement, the Pricing Disclosure Package the Prospectus; (iv) the Company has operated at all times and is currently in compliance in all material respects with all applicable statutes, rules and regulations of the Regulatory Authorities; (v) the Company has provided the Underwriters with all substantive written notices, correspondence and summaries of all other communications from the Regulatory Authorities; and (vi) the Company has not received any written notices, correspondence or other communications from the Regulatory Authorities or any other governmental agency requiring or threatening the termination, material modification or suspension of any pre-clinical studies and clinical trials that are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or the results of which are referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus other than ordinary course communications with respect to modifications in connection with the design and implementation of such studies or trials, and, to the Company’s knowledge, there are no reasonable grounds for the same.
(yy) RegulatoryFilings. The Company has not failed to file with the Regulatory Authorities any required filing, declaration, listing, registration, report or submission that is a responsibility of the Company with respect to the Company’s product candidates that are described or referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to make the same would not, individually or in the aggregate, have a Material Adverse Effect; all such filings, declarations, listings, registrations, reports or submissions were in material compliance with applicable laws when filed; and no material deficiencies regarding compliance with applicable law have been asserted by any applicable regulatory authority with respect to any such filings, declarations, listings, registrations, reports or submissions.
(zz) StampTaxes. No stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in France or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the issuance and delivery of the Offered Securities in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Offered Securities as contemplated herein and in the Prospectus (in each case provided that no deed evidencing the sale of the Offered Securities is executed in France).
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(aaa) NoImmunity. Neither the Company nor any of its properties or assets has immunity under the laws of France, U.S. federal or New York state law from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any French, U.S. federal or New York state court, from service of process, attachment upon or prior to judgment, or attachment in aid of execution of judgment, or from execution of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any such court with respect to their respective obligations, liabilities or any other matter under or arising out of or in connection herewith; and, to the extent that the Company or any of its properties, assets or revenues may have or may hereafter become entitled to any such right of immunity in any such court in which proceedings arising out of, or relating to the transactions contemplated by this Agreement, may at any time be commenced, the Company has, pursuant this Agreement, waived, and it will waive, such right to the extent permitted by law as provided in Section 19(e) of this Agreement.
(bbb) Enforcementof Foreign Judgments. Any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against the Company based upon any of this Agreement would be declared enforceable against the Company by the courts of France, subject to the restrictions described under the caption “Enforcement of civil liabilities” in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(ccc) ValidChoice of Law. The choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of France and will be enforced in France, subject to the restrictions described under the caption “Enforcement of civilliabilities” in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Company has the power to submit, and pursuant to Section 19(c) of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.
(ddd) PersonalLiability of Shareholders. No holder of any of the Offered Securities after the consummation of the transactions contemplated by this Agreement is or will be subject to any personal liability in respect of any liability of the Company by virtue only of its holding of any such Offered Securities; and, except as set forth in the Registration Statement, the Pricing Disclosure Package the Prospectus and the French Public Disclosure, there are no material limitations on the rights of holders of the Offered Securities who are not French residents to hold, vote or transfer their securities.
(eee) Indemnificationand Contribution. The indemnification and contribution provisions set forth in this Agreement hereof do not contravene French law or public policy.
(fff) Dividends. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and the French Public Disclosure, no approvals by any French regulatory authority are currently required in France in order for the Company to pay dividends or other distributions declared by the Company to the holders of Offered Securities. Under current laws and regulations of France and any political subdivision thereof, dividends and other distributions declared and payable on the share capital of the Company may be paid by the Company in United States dollars or Euros and freely transferred out of France, and except as disclosed in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the French Public Disclosure, all such dividends paid by the Company will not be subject to withholding under the laws and regulations of France.
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(ggg) Legality. The legality, validity, enforceability or admissibility into evidence of any of the Registration Statement, the Pricing Disclosure Package and the Prospectus, this Agreement or the Offered Securities in any jurisdiction in which the Company is organized or does business is not dependent upon such document being submitted into, filed or recorded with any court or other authority in any such jurisdiction on or before the date hereof or that any tax, imposition or charge be paid in any such jurisdiction on or in respect of any such document.
(hhh) LegalAction. A holder of the Offered Securities and each Underwriter are each entitled to sue as plaintiff in the court of the jurisdiction of formation and domicile of the Company for the enforcement of their respective rights under this Agreement and the Offered Securities and such access to such courts will not be subject to any conditions which are not applicable to residents of such jurisdiction or a company incorporated in such jurisdiction except that plaintiffs not residing in France may be required to guarantee payment of a possible order for payment of costs or damages at the request of the defendant.
(iii) ForeignPrivate Issuer. The Company is a “foreign private issuer” as defined in Rule 405 under the Securities Act.
(jjj) TransactionAgreements under French Law. This Agreement is in proper form to be enforceable against the Company in France in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability; to ensure the legality, validity, enforceability or admissibility into evidence in France of this Agreement, it is not necessary that this Agreement be filed or recorded with any court or other authority in France (other than court filings in the normal course of proceedings) or that any stamp or similar tax (other than nominal stamp tax duty if this Agreement is executed in or brought into France) in France be paid on or in respect of this Agreement or any other documents to be furnished hereunder; provided that, as a general rule, any document in a language other than French must be translated into French by an official sworn translator if it is to be submitted as evidence in any action or proceedings before a French court or public body or used for any purpose (including registration) with public bodies.
(kkk) The Company is not a “covered foreign person” as that term is defined in the regulations administered and enforced, together with any related public guidance issued, by the United States Treasury Department under U.S. Executive Order 14105 of August 9, 2023, or any similar law or regulation, and as codified at 31 C.F.R. §850.101 et seq.
4. Further Agreements of the Company. The Company covenants and agrees with each Underwriter that:
(a) RequiredFilings. The Company has prepared and will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act, will file any Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act; and the Company will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in New York City prior to 10:00 A.M., New York City time, on the business day next succeeding the date of this Agreement in such quantities as the Underwriters may reasonably request.
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(b) Deliveryof Copies. The Company will deliver, upon request of the Underwriters and without charge, (i) to the Underwriters, two signed copies of the Registration Statement and the ADS Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith and documents incorporated by reference therein; and (ii) to each Underwriter (A) a conformed copy of the Registration Statement and the ADS Registration Statement as originally filed and each amendment thereto (without exhibits) and (B) during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto and documents incorporated by reference therein, and each Issuer Free Writing Prospectus) as the Underwriters may reasonably request. As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Offered Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Offered Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Offered Securities by any Underwriter or dealer.
(c) Amendmentsor Supplements, Issuer Free Writing Prospectuses. Before making, preparing, using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement, the ADS Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company will furnish to the Underwriters and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or supplement for review and will not make, prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such proposed amendment or supplement to which the Underwriters reasonably object in a timely manner. The information contained in such amendment or supplement shall be made available, to the extent the Company reasonably determine that it is required by applicable French laws after consultation with the Underwriters, to the public in France through a press release broadcasted pursuant to applicable AMF rules.
(d) Noticeto the Underwriters. The Company will advise the Underwriters promptly, and confirm such advice in writing (which may be by electronic mail), (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective; (iii) when any supplement to the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filed or distributed; (iv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (v) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, the Prospectus or any Written Testing-the-Waters Communication or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (vi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; and of the receipt by the Company of any notice with respect to any suspension of the qualification of the Offered Securities for offer and sale in any jurisdiction or the initiation or, to the Company’s knowledge, threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Offered Securities and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.
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(e) OngoingCompliance. (1) If during the Prospectus Delivery Period (i) any event or development shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Underwriters may designate such amendments or supplements to the Prospectus or any document to be filed with the Commission and incorporated by reference therein as may be necessary so that the statements in the Prospectus as so amended or supplemented or any document to be filed with the Commission and incorporated by reference therein will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus will comply with law and (2) if at any time prior to the Closing Date, (i) any event or development shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Pricing Disclosure Package to comply with law, the Company will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Underwriters may designate such amendments or supplements to the Pricing Disclosure Package or any document to be filed with the Commission and incorporated by reference therein as may be necessary so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with law. The information contained in such amendment or supplement shall be made available, to the extent the Company reasonably determine that it is required by applicable French laws after consultation with the Underwriters, to the public in France through a press release broadcasted pursuant to applicable AMF rules.
(f) BlueSky Compliance. If required by applicable law, the Company will qualify the Offered Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriters shall reasonably request and will continue such qualifications in effect so long as required for distribution of the Offered Securities; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.
(g) EarningStatement. The Company will make generally available to its security holders and the Underwriters as soon as practicable an earning statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the “effective date” (as defined in Rule 158) of the Registration Statement; provided the Company will be deemed to have satisfied such requirement to the extent such information is filed on the Commission’s Electronic Data Gathering, Analysis and Retrieval system or any successor thereto.
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(h) ClearMarket. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, the Commission a registration statement under the Securities Act relating to, any Offered Securities or any securities convertible into or exercisable or exchangeable for Offered Securities, or publicly disclose the intention to make any offer, sale, pledge, disposition, submission or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Offered Securities or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Offered Securities or such other securities, in cash or otherwise, without the prior written consent of each of Leerink and Stifel US, other than (A) the Offered Securities to be sold hereunder; (B) ADSs or Ordinary Shares, or options or warrants (including free shares, founder’s share warrants (BSPCE) and share warrants (BSA)) to purchase ADSs or Ordinary Shares, issued pursuant to (w) any employee or non-employee director or management benefit, stock option, warrant plan, stock bonus or other stock plan or arrangement described in the Registration Statement, the Pricing Disclosure Package, the Prospectus and the French Listing Prospectus and in effect as of the date hereof, (x) any employee or non-employee director or management benefit, stock option, warrant plan, stock bonus or other stock plan or arrangement to be approved by the Company’s Board of Directors with terms substantially similar to the terms of the plans or arrangements described under (w) above, (y) any successor or replacement equity plan approved within 30 days of this agreement by the Company’s Board of Directors and shareholders to individuals newly appointed as executive officers of the Company or (z) any modified equity plan, or modifications of existing equity plans, as approved by the Company’s Board of Directors and shareholders in accordance with the terms of such plans, provided that any such options or warrants under (w) through (y) cannot be vested or exercisable during the period of 90 days from the date of this agreement; (C) filing of a registration statement on Form S-8 to register ADSs or Ordinary Shares issuable pursuant to the terms of any management benefit, stock option, warrant plan, stock bonus or other stock plan described in the Registration Statement, Pricing Disclosure Package, the Prospectus and the French Listing Prospectus or any equity plan as described under (x), (y) and (z) in the immediately preceding clause; (D) ADSs or Ordinary Shares issued in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, business, property or other assets of another person or entity or pursuant to any employee benefit plan as assumed by the Company in connection with any such acquisition; provided, however, that in the case of clause (D), (x) such ADSs or Ordinary Shares shall not in the aggregate exceed 5% of the Company’s outstanding share capital immediately following the consummation of the offering of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Underwriters, a signed agreement substantially in the form of Exhibit A; (E) sales under the Liquidity Agreement between Kepler Cheuvreux and the Company, provided that no such sales will occur prior to the 31^st^ day following the date hereof; (F) the issuance of ADSs or Ordinary Shares upon exercise of warrants or pre-funded warrants to purchase ADSs or Ordinary Shares, pursuant to the terms of such warrants or pre-funded warrants described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and (G) the issuance of securities convertible into or exercisable or exchangeable for Ordinary Shares in connection with the transactions with the European Investment Bank, with entities affiliated with BlackRock Investment Management (UK) Limited and with funds affiliated with Claret Capital Partners as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(i) Useof Proceeds. The Company will apply the net proceeds from the sale of the Offered Securities as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Use of proceeds”.
(j) NoStabilization. The Company will not take, directly or indirectly, any action designed to or that would reasonably be expected to cause or result in any stabilization or manipulation of the price of the Offered Securities.
(k) Deposit. The Company agrees, prior to the Closing Date, to deposit the Underlying Shares with the Depositary in accordance with the provision of the Deposit Agreement and otherwise to comply with the Deposit Agreement so that the ADSs will be issued against receipt of such Underlying Shares and delivered to the Underwriters on the Closing Date.
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(l) ExchangeListing. The Company will use its reasonable best efforts to list for quotation the Underlying Shares on Euronext.
(m) Reports. For a period of two years from the date of this Agreement, the Company will furnish to the Underwriters, as soon as they are available, copies of all reports or other communications (financial or other) furnished to holders of the Offered Securities, and copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange or automatic quotation system; provided the Company will be deemed to have furnished such reports and financial statements to the Underwriters to the extent they are filed on the Commission’s Electronic Data Gathering, Analysis, and Retrieval system or any successor thereto.
(n) Registrar. The Company agrees to maintain a depositary for the ADSs and a transfer agent and registrar for the Underlying Shares.
(o) RecordRetention. During a period of three years from the date of this Agreement, the Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.
(p) ForeignPrivate Issuer. The Company will promptly notify the Underwriters if the Company ceases to be a Foreign Private Issuer at any time prior to the later of (i) completion of the distribution of Offered Securities within the meaning of the Securities Act and (ii) completion of the 90-day restricted period referred to in Section 4(h) hereof.
(q) TaxIndemnity. The Company will indemnify and hold harmless the Underwriters against any documentary, stamp, registration or similar issuance tax, including any interest and penalties (including any financial transaction tax as set out in Article 235 ter ZD of the Code général des impôts), on the sale of the Offered Securities by the Company to the Underwriters and on the execution and delivery of this Agreement, unless in each case, such duties, interest or penalties would not have been due if no deed had been executed or if the deed had not been executed in France. All indemnity payments to be made by the Company hereunder in respect of this Section 4(q) shall be made without withholding or deduction for or on account of any present or future French taxes, duties or governmental shares whatsoever unless the Company is compelled by law to deduct or withhold such taxes, duties or charges. In that event, except for any net income, capital gains or franchise taxes imposed on the Underwriters by France or any political subdivision of taxing authority thereof or therein as a result of any present or former connection (other than any connection resulting from the transactions contemplated by this Agreement) between the Underwriters and the jurisdiction imposing such withholding or deductions, the Company shall pay such additional amounts as may be necessary in order to ensure that the net amounts received after such withholding or deductions shall equal the amounts that would have been received if no withholding or deduction has been made.
(r) EuronextNotices. The Company will as soon as practicable, before or after the Closing Date and, in any event within any prescribed period of time, give such notices to, or make such filings with, Euronext or other agencies or bodies, as shall be required under any applicable laws or regulations in connection with the issuance of the ADSs.
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5. Certain Agreements of the Underwriters. Each Underwriter hereby represents and agrees that:
(a) It has not and will not use, authorize use of, refer to or participate in the planning for use of, any “free writing prospectus,” as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in any Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show approved in advance by the Company), or (iii) any free writing prospectus prepared by such underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”).
(b) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).
6. Conditions of Underwriters’ Obligations. The obligation of each Underwriter to purchase the Offered Securities on the Closing Date, as provided herein is subject to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions:
(a) RegistrationCompliance; No Stop Order. No order suspending the effectiveness of the Registration Statement or the ADS Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section 4(a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Underwriters.
(b) Representationsand Warranties. The representations and warranties of the Company contained herein shall be true and correct on the date hereof and on and as of the Closing Date; and the statements of the Company and its officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date.
(c) NoMaterial Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto), the Prospectus (excluding any amendment or supplement thereto), and the effect of which in the judgment of the Underwriters makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Offered Securities on the Closing Date, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.
(d) Officer’sCertificate. The Underwriters shall have received on and as of the Closing Date a certificate of the chief financial officer or chief accounting officer of the Company/the Chief Executive Officer who is satisfactory to the Underwriters (i) confirming that such officer has carefully reviewed the Registration Statement, the Pricing Disclosure Package and the Prospectus and, to the knowledge of such officer, the representations set forth in Section 3(b) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and (iii) to the effect set forth in paragraphs (a) and (c) above.
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(e) ComfortLetters. (i) On the date of this Agreement and the Closing Date, KPMG S.A. shall have furnished to the Underwriters, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than four business days prior to such Closing Date. (ii) On the date of this Agreement and on the Closing Date, the Company shall have furnished to the Underwriters a certificate, dated the respective dates of delivery thereof and addressed to the Underwriters, of its chief financial officer with respect to certain financial data contained in the Pricing Disclosure Package and the Prospectus, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Underwriters.
(f) Opinionand 10b-5 Statement of U.S. Counsel for the Company. Cooley LLP, counsel for the Company, shall have furnished to the Underwriters, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters.
(g) Opinionof French Counsel for the Company. Gide Loyrette Nouel A.A.R.P.I., French counsel for the Company, shall have furnished to the Underwriters, at the request of the Company, their written opinion, dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters.
(h) Opinionof Intellectual Property Counsel for the Company. Cabinet Beau de Loménie, Crowell & Moring LLP, HSML P.C., Millen, White, Zelano & Branigan, P.C. and Ladas & Parry LLP, counsels for the Company with respect to intellectual property matters, shall have furnished to the Underwriters, at the request of the Company, their written opinion, dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters.
(i) Opinionand 10b-5 Statement of Counsel for the Underwriters. The Underwriters shall have received on and as of the Closing Date, (1) an opinion and 10b-5 statement, addressed to the Underwriters, of Davis Polk & Wardwell LLP, counsel for the Underwriters, and (2) an opinion, addressed to the Underwriters, of CMS Francis Lefebvre Avocats, French counsel for the Underwriters, in each case, with respect to such matters as the Underwriters may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.
(j) Opinionof Counsel for the Depositary. Emmet, Marvin & Martin, LLP, counsel for the Depositary, shall have furnished to the Underwriters, at the request of the Depositary, their written opinion, dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters.
(k) Certificateof the Depositary. The Depositary shall have furnished or caused to be furnished to the Underwriters on the Closing Date, a certificate, dated the Closing Date, and satisfactory to the Underwriters, of one of its authorized officers with respect to the delivery of the ADSs representing the Underlying Shares and such other customary matters related thereto as the Underwriters may reasonably request.
(l) NoLegal Impediment to Issuance and Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Offered Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Offered Securities.
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(m) ExchangeListing. The ADSs shall have been approved for listing on the Nasdaq Global Market and the Underlying Shares shall have been approved for listing on the Nasdaq Global Market and Euronext, respectively.
(n) Lock-upAgreements. The “lock-up” agreements, each substantially in the form of Exhibit A hereto, signed by certain shareholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Ordinary Shares, ADSs or certain other securities, delivered to you on or before the date hereof, shall be full force and effect on the Closing Date.
(o) IrrevocableInstruction Letter. At or prior to the Closing Date, the Underwriters shall have received an irrevocable payment instruction from the Company in a form reasonably satisfactory to them, authorizing and instructing the Registrar to deduct the aggregate amount equal to the fees, commissions, costs, expenses and other amounts payable by the Company to the Underwriters pursuant to this Agreement from the funds in the Blocked Account after the Certificate is issued and prior to any other payment from the Blocked Account. Payment therefor in connection with the ADSs shall be in United States dollars made to the account of Stifel, it being specified that Stifel is in charge of centralizing the proceeds received from subscribers to the ADSs.
(p) DepositaryCertificate (certificat du dépositaire). On the Closing Date, once it has received the funds corresponding to the subscription of the ADSs, the Registrar shall have issued the Certificate, relating to the capital increase of the Company resulting from the subscription of the ADSs and shall send a copy thereof to the Company and the Underwriters.
(q) InvestorLetters. The Underwriters and the Company shall have received an investor letter substantially in the form of Exhibit B from each prospective investor, attesting in particular to their qualification in the category defined by the Company’s combined shareholders’ meeting held on May 22, 2025, pursuant to its 27^th^ resolution, and each such letter shall be in full force and effect.
(r) AdditionalDocuments. On or prior to the Closing Date, the Company shall have furnished to the Underwriters such further certificates and documents as the Underwriters may reasonably request.
All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.
7. Indemnification and Contribution.
(a) Indemnificationof the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf any Underwriter consists of the information described as such in subsection (b) below.
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(b) Indemnificationof the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the “Underwriting” section of the Prospectus furnished by or on behalf each Underwriter: (i) the list of Underwriters and their respective participation in the sale of the Offered Securities, (ii) the sentences related to concessions and reallowances and (iii) the paragraph related to stabilization, syndicate covering transactions and penalty bids in any Preliminary Prospectus and the Prospectus.
(c) Noticeand Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to the preceding paragraphs of this Section 7, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under the preceding paragraphs of this Section 7 except to the extent that it has been materially prejudiced through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under the preceding paragraphs of this Section 7. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 7 that the Indemnifying Person may designate in such proceeding and shall pay the reasonable and documented fees and expenses in such proceeding and shall pay the reasonable and documented fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the reasonable and documented fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be paid or reimbursed as they are incurred. Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by the Underwriters and any such separate firm for the Company, its directors, its officers who signed the Registration Statement and any control persons of the Company shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement, or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for reasonable fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.
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(d) Contribution. If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriters on the other, from the offering of the Offered Securities or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company, on the one hand, and the Underwriters on the other, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriters on the other, shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the Offered Securities and the total underwriting discounts and commissions received by the Underwriters in connection therewith, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate offering price of the Offered Securities. The relative fault of the Company, on the one hand, and the Underwriters on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
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(e) Limitationon Liability. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to paragraph (d) above were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any reasonable and documented legal or other reasonable and documented expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of paragraphs (d) and (e), in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Offered Securities exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to paragraphs (d) and (e) are several in proportion to their respective purchase obligations hereunder and not joint.
(f) Non-ExclusiveRemedies. The remedies provided for in this Section 7 paragraphs (a) through (e) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.
8. Effectiveness of Agreement. This Agreement shall become effective as of the date first written above.
9. Termination. This Agreement may be terminated in the absolute discretion of the Underwriters by notice to the Company, if after the execution and delivery of this Agreement and on or prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on or by any of the New York Stock Exchange, The Nasdaq Stock Market, and/or Euronext; (ii) trading of the Ordinary Shares of the Company shall have been suspended on Euronext (except in the context of a trading halt on Euronext decided by the Company in the context of the Offering); (iii) trading of the ADSs of the Company shall have been suspended on the Nasdaq Global Market; (iv) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities or French authorities; or (v) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Underwriters is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of any Offered Securities on the Closing Date, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus. For the avoidance of doubt, the Company will reimburse the Underwriters promptly following the termination of this Agreement for any amounts wired or transferred (including any pre-funding amounts) to or on behalf of the Company in preparation for the Closing Date.
10. Defaulting Underwriter.
(a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Offered Securities that it has agreed to purchase hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Offered Securities by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Offered Securities, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Offered Securities on such terms. If other persons become obligated or agree to purchase the Offered Securities of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10 purchases Offered Securities that a defaulting Underwriter agreed but failed to purchase.
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(b) If, after giving effect to any arrangements for the purchase of the Offered Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Offered Securities that remain unpurchased on the Closing Date does not exceed one-eleventh of the aggregate number of Offered Securities to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Offered Securities that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Offered Securities that such Underwriter agreed to purchase on such date) of the Offered Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made.
(c) If, after giving effect to any arrangements for the purchase of the Offered Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Offered Securities that remain unpurchased on the Closing Date exceeds one-eleventh of the aggregate amount of Offered Securities to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
11. Payment of Expenses.
(a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Offered Securities (including any stock or other transfer taxes and any stamp or other duties payable thereupon); (ii) all fees and expenses of the depositary and the registrar, (iii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iv) the costs of reproducing and distributing this Agreement; (v) the fees and expenses of the Company’s counsel and independent accountants; (vi) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Securities under the laws of such jurisdictions as the Underwriters may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum, including the related reasonable fees and expenses of counsel for the Underwriters; (vii) the cost of preparing share certificates; (viii) the costs and charges of any transfer agent and any registrar; (ix) the transportation and other expenses incurred by or on behalf of Company Underwriters in connection with presentations to prospective purchasers of the Offered Securities and 50% of the cost of any aircraft chartered in connection with any “road show,” with the remaining 50% of the cost of such aircraft and the transportation and other expenses incurred by or on behalf of Underwriter Underwriters to be paid by the Underwriters; and (x) all expenses and application fees related to the listing of the Underlying Shares on Euronext.
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(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Offered Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Offered Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. For the avoidance of doubt, it is understood that the Company will not pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults on its obligation to purchase Offered Securities hereunder.
12. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and any controlling persons referred to herein, and the affiliates of each Underwriter referred to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Offered Securities from any Underwriter shall be deemed to be a successor merely by reason of such purchase.
13. Survival. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the Underwriters contained in this Agreement or made by or on behalf of the Company or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Offered Securities and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company or the Underwriters or the directors, officers, controlling persons or affiliates referred to in Section 7 hereof.
14. Recognition of the U.S. Special Resolution Regimes.
(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
For purposes of this Section 14, the following definitions apply:
“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
“Covered Entity” means any of the following:
| (i) | a “covered entity” as that term<br> is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); |
|---|
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| (ii) | a “covered bank” as that term<br> is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or |
|---|---|
| (iii) | a “covered FSI” as that term<br> is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). |
| --- | --- |
“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
“U.S. Special ResolutionRegime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
15. Other Liabilities Governed by Non-EEA Law / Non-UK Law.
Notwithstanding and to the exclusion of any other term of this Underwriting Agreement or any other agreements, arrangements, or understanding between the parties hereto, each counterparty to a BRRD Party acknowledges and accepts that a BRRD Liability arising under this Underwriting Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by:
(a) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Party to it under this Underwriting Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:
(i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;
(ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant BRRD Party or another person, and the issue to or conferral on it of such shares, securities or obligations;
(iii) the cancellation of the BRRD Liability; and
(iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and
(b) the variation of the terms of this Underwriting Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.
As used in this Section 15:
“Bail-in Legislation” means in relation to the UK and a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time
“Bail-in Powers” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation.
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“BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.
“BRRD Party” means a party to this Underwriting Agreement that is subject to Bail-in Powers.
“EU Bail-in LegislationSchedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com/pages.aspx?p=499.
“BRRD Liability” means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.
“Relevant ResolutionAuthority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the relevant BRRD Party.
16. Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; and (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City.
17. Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.
18. No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the Offered Securities pursuant to this Agreement, including the determination of the Purchase Price and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its shareholders, or its creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.
19. Miscellaneous.
(a) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to Leerink Partners LLC, 1301 Avenue of the Americas, 5^th^ Floor, New York, New York 10019, Attention: Stuart R. Nayman; Stifel, Nicolaus & Company, Incorporated, 787 7^th^ Avenue, 11^th^ Floor, New York, New York 10019; or Stifel Europe Securities SAS, 26 avenue des Champs Elysées, 75008 Paris, France. Notices to the Company shall be given to it at c/o Inventiva S.A., 50, rue de Dijon, 21121, Daix, France (email: ***; ***, with copy to: ***), Attention: Andrew Obenshain and Axel-Sven Malkomes.
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(b) GoverningLaw. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York.
(c) Submissionto Jurisdiction. The Company hereby submits to the exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated here-by. The Company waives any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such courts. The Company agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and may be enforced in any court to the jurisdiction of which Company is subject by a suit upon such judgment. The Company irrevocably appoints Inventiva Inc. c/o Altios International Inc., located at 450 7^th^ Avenue, Suite 1501, New York, New York 10123, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such authorized agent, and written notice of such service to the Company by the person serving the same to the address provided in this Section 19 shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company hereby represents and warrants that such authorized agent has accepted such appointment and has agreed to act as such authorized agent for service of process. The Company further agree to take any and all action as may be necessary to maintain such designation and appointment of such authorized agent in full force and effect for a period of seven years from the date of this Agreement.
(d) JudgmentCurrency. The Company agrees to indemnify each Underwriter, its directors, officers, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any loss incurred by such Underwriter as a result of any judgment or order being given or made for any amount due hereunder and such judgment or order being expressed and paid in a currency (the “judgment currency”) other than U.S. dollars and as a result of any variation as between (i) the rate of exchange at which the U.S. dollar amount is converted into the judgment currency for the purpose of such judgment or order, and (ii) the rate of exchange at which such indemnified person is able to purchase U.S. dollars with the amount of the judgment currency actually received by the indemnified person. The foregoing indemnity shall constitute a separate and independent obligation of the Company and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.
(e) Waiverof Immunity. To the extent that the Company has or hereafter may acquire any immunity (sovereign or otherwise) from jurisdiction of any court of (i) France, or any political subdivision thereof, (ii) the United States or the State of New York, (iii) any jurisdiction in which it owns or leases property or assets or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution, set-off or otherwise) with respect to themselves or their respective property and assets or this Agreement, the Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement to the fullest extent permitted by applicable law.
(f) Waiverof Jury Trial. Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement.
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(g) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.
(h) Amendmentsor Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.
(i) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.
[Signature pages follow]
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If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.
| Very truly yours, | ||
|---|---|---|
| INVENTIVA S.A. | ||
| By: | /s/ Andrew Obenshain | |
| Name: | Andrew Obenshain | |
| Title: | Directeur général (Chief Executive Officer) |
Accepted: As of the date first written above
LEERINK PARTNERS LLC
| By: | /s/ Gabriel Cavazos |
|---|---|
| Authorized Signatory |
STIFEL, NICOLAUS & COMPANY, INCORPORATED
| By: | /s/ Ken Clausman |
|---|---|
| Authorized Signatory |
STIFEL EUROPE SECURITIES SAS
| By: | /s/ Grégoire Gillingham |
|---|---|
| Authorized Signatory |
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Schedule I
| Underwriter | Number of<br> ADSs to <br> be Purchased |
|---|---|
| Leerink Partners LLC | 15,545,454 |
| Stifel, Nicolaus & Company, Incorporated | 11,727,273 |
| Stifel Europe Securities SAS | 0 |
| Total | 27,272,727 |
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Annex A
| a. | Pricing Disclosure Package |
|---|
None.
| b. | Pricing Information Provided Orally by Underwriters |
|---|
$4.40 per ADS
27,272,727 ADSs
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Annex B
Written Testing-the-Waters Communications
Investor presentation dated May 2026
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Exhibit A
LOCK-UP AGREEMENT
[·], 2026
Leerink Partners LLC
1301 Avenue of the Americas, 5^th^ Floor
New York, New York 10019
Stifel, Nicolaus & Company, Incorporated
787 7^th^ Avenue, 11^th^ Floor
New York, New York 10019
Stifel Europe Securities SAS
26 avenue des Champs Elysées
75008 Paris
France
Re: Inventiva S.A. – Offering
Ladies and Gentlemen:
The undersigned understands that Leerink Partners LLC (“Leerink”), Stifel, Nicolaus & Company, Incorporated (“Stifel US”) and Stifel Europe Securities SAS (“Stifel Europe” and, together with Stifel US, “Stifel” and, together with Leerink, the “Underwriters”) propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Inventiva S.A., a société anonyme organized under the laws of France and registered with the Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Dijon under number 537 530 255 (the “Company”), providing for an offering (the “Offering”) of ordinary shares, nominal value €0.01 per share, of the Company (the “Ordinary Shares”), to be represented by American Depositary Shares, each representing one Ordinary Share (the “ADSs” or the “Securities”).
In consideration of the Underwriters’ agreement to purchase and make the Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of each of Leerink and Stifel US, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 days after the date of the final prospectus relating to the Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or ADSs, of the Company (collectively, the “Equity Securities”) or any securities convertible into or exercisable or exchangeable for any Equity Securities (including without limitation, Equity Securities, or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Equity Securities or such other securities, whether any such transaction described in clauses (1) or (2) above is to be settled by delivery of Equity Securities or such other securities, in cash or otherwise, or (3) make any demand for or exercise any right with respect to the registration of any shares of Equity Securities or any security convertible into or exercisable or exchangeable for Equity Securities, in each case other than:
(A) transfers or dispositions of Equity Securities acquired in open market transactions following the Offering; provided, however, that no filing or notification under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or the equivalent thereof in any non-U.S. jurisdiction) will be required or any other public announcement or filing will be voluntarily made during the Restricted Period in connection with such transfers or dispositions under this clause (A);
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(B) transfers of shares of any Equity Securities as a bona fide gift or gifts or by will, testamentary document or intestate succession;
(C) distributions of shares of any Equity Securities to partners, members, trust beneficiaries or shareholders of the undersigned;
(D) transfers of shares of any Equity Securities to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;
(E) transfers of shares of any Equity Securities solely by operation of law, such as pursuant to a qualified domestic order;
(F) transfers of shares of any Equity Securities in connection with a divorce settlement;
(G) transfers of shares of any Equity Securities to any direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or any investment fund or other entity controlled or managed by the undersigned or any investment fund or other entity that controls the undersigned, if the undersigned is a corporation, partnership, limited liability company, trust or other business entity;
(H) transfer of shares of any Equity Securities to the Company in connection with the repurchase of Equity Securities in connection with the termination of the undersigned's employment with the Company pursuant to contractual agreements with the Company as in effect as of the date of the Prospectus;
(I) transfers of shares of any Equity Securities pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Company’s securities involving a change of control of the Company (including, without limitation, the entering into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of Equity Securities or other such securities in connection with such transaction, or vote any Equity Securities or other such securities in favor of any such transaction) approved by the Board of Directors of the Company; provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, such securities held by the undersigned shall remain subject to the provisions of this Letter Agreement;
(J) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Equity Securities, provided that (a) such plan does not provide for the transfer of shares of Equity Securities during the Restricted Period and (b) the entry into such plan is not publicly disclosed, including, without limitation, in any filings or notifications under the Exchange Act (or equivalent thereof in non U.S. jurisdictions) during the Restricted Period; and
(K) the receipt, exercise, vesting or forfeiture of, or removal or lapse of restrictions on any warrant (including any free share, share warrant (Bon de souscriptiond’Actions), pre-funded warrant or founder’s share warrant (Bon de Souscription de Parts de Créateur d’Entreprise)), options to purchase Equity Securities, Equity Securities issued upon exercise of any warrant (including any share warrant (Bon desouscription d’Actions), pre-funded warrant or founder’s share warrant (Bon de Souscription de Parts de Créateurd’Entreprise)), option, free share, restricted Equity Security or other award pursuant to any equity incentive plan or agreement in existence as of the date hereof and described in the Prospectus, so long as such transaction or event does not involve the sale or transfer of any Equity Securities (other than (i) sales or transfers permitted under clauses (A) through (J) above and (ii) from the undersigned to the Company pursuant to a cashless or net exercise of a security to cover the exercise price or taxes due upon the exercise or vesting of such security); provided, however, that (x) any security referred to in this clause (K) shall be subject to the restrictions set forth in this Letter Agreement, subject to the allowances set forth in the preceding paragraphs and this paragraph, and (y) no filing under the Exchange Act (or equivalent thereof in non U.S. jurisdictions) or any other public announcement regarding any such transaction or event shall be required of or voluntarily made by or on behalf of the undersigned or the Company during the Restricted Period. For the avoidance of doubt and for the purposes of this paragraph, a cash exercise of an option or any warrant to purchase Equity Securities shall not be deemed to be a transaction or event involving the sale or transfer of Equity Securities;
41
provided that (1) in the case of any transfer or distribution pursuant to clauses (B), (C), (D), (E), (F), or (G) each donee or distributee shall execute and deliver to the Underwriters a lock-up letter in the form of this paragraph, (2) in the case of any transfer or distribution pursuant to clauses (B), (E), or (H), any required filing under the Exchange Act (or equivalent thereof in non U.S. jurisdictions), or other required public announcement shall state the nature of such transfer or distribution, (3) in the case of any transfer or distribution pursuant to clauses (C), (D), (F) or (G), no filing under the Exchange Act (or equivalent thereof in non U.S. jurisdictions), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (and, other than in the case of a transfer described in clauses (C) or (G) requiring a filing or other public announcement, shall state that such transfer has been made for tax purposes), and (4) any transfer pursuant to any of clauses (B) through (G) shall not involve a disposition for value.
For purposes of this Letter Agreement, (i) “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin, and (ii) “change of control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, other than the Company, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of 50% of total voting power of the voting stock of the Company.
In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the Equity Securities described herein, are hereby authorized to decline to make any transfer of Equity Securities if such transfer would constitute a violation or breach of this Letter Agreement.
The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.
The undersigned understands that, if (i) the Company advises the Underwriters in writing that it has determined not to proceed with the Offering, (ii) the Underwriting Agreement does not become effective by June 30, 2026 or (iii) the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Securities to be sold thereunder, the undersigned shall be released from all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Offering in reliance upon this Letter Agreement.
THIS LETTER AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
[Signature page follows]
42
| Yours<br> very truly, | |||
|---|---|---|---|
| IF AN INDIVIDUAL: | IFAN ENTITY: | ||
| By: | |||
| (duly authorized signature) | (please print complete name of entity) | ||
| Name: | By: | ||
| (please print full name) | (duly authorized signature) | ||
| Name: | |||
| (please print full name) | |||
| Title: | |||
| (please print full title) | |||
| Address: | Address: | ||
| E-mail: | E-mail: |
43
Exhibit B
[FORM OF INVESTOR LETTER]
American Depositary Shares
Inventiva S.A.
50 rue de Dijon
21121 Daix France
France
and
Leerink Partners LLC
1301 Avenue of the Americas, 5^th^ Floor
New York, New York 10019
Stifel, Nicolaus & Company, Incorporated
787 7^th^ Avenue, 11^th^ Floor
New York, New York 10019
Stifel Europe Securities SAS
26 avenue des Champs Elysées
75008 Paris
France
[·], 2026
Ladies and Gentlemen:
In connection with the proposed offering of new ordinary shares to be delivered in the form of American Depositary Shares (the “New Shares”) of Inventiva S.A. a French société anonyme, whose registered office is at 50 rue de Dijon, 21121 Daix, France (the “Company”), in the context of an issuance without preferential subscription rights of New Shares reserved to a specified category of investors in accordance with the provisions of the 27^th^ resolution of the extraordinary shareholders’ meeting of the Company held on May 22, 2025 (the “Offering” and such shares, the “New Shares”), the undersigned (the “Investor”) hereby represents and warrants that, as at the date hereof and until the completion of the Offering, it belongs and will belong, or is acting on behalf of or advising an investor who belongs and will belong, to one of the following categories:
| 1. | natural or legal persons (including companies)<br> trusts or investment funds, or other investment vehicles, in any form, established under<br> French or foreign law, which regularly invest in the pharmaceutical, biotechnological or<br> medical technology sectors; and/or |
|---|---|
| 2. | companies, institutions or entities,<br> in any form, French or foreign, exercising a significant part of its activities in the pharmaceutical,<br> cosmetic or chemical sectors, or medical devices and/or technologies, or researching in such<br> sectors. |
| --- | --- |
44
Sincerely yours,
| On behalf of | |
|---|---|
| By: | |
| --- | --- |
| Name: | |
| Title: |
45
Exhibit 1.2
Master Agreement
relating to certain transactions among the European Investment Bank and Inventiva SA
1 June 2026
INVENTIVA SA
and
EUROPEAN INVESTMENT BANK
Ref: L-372441
Table of contents
| Contents | Page | |
|---|---|---|
| 1 | Definitions and interpretation | 3 |
| 2 | Waiver related to the exercise of the put option and the anti-dilutive mechanisms | 7 |
| 3 | EIB Exit Transactions | 8 |
| 4 | Pre-Completion Statement – Completion Payments | 10 |
| 5 | Condition precedent | 10 |
| 6 | Completion | 11 |
| 7 | New EIB Warrants Issuance | 13 |
| 8 | Warranties of the Company | 15 |
| 9 | Termination | 15 |
| 10 | General | 15 |
| 11 | Jurisdiction – Governing Law | 22 |
| Schedule (B) 2022 Subscription Agreement | ||
| --- | --- | |
| Schedule (D) Remaining EIB Warrants Waiver Letter | ||
| Schedule (F) New EIB Warrants Subscription Agreement | ||
| Schedule 6.2.2 Form of transfer confirmation | ||
| Schedule 8.1 Warranties of the Company |
1
MASTER AGREEMENT
This master agreement (as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Agreement”) is made on 1 June 2026 (the "Execution Date").
BETWEEN:
| (1) | INVENTIVA,<br> a société anonyme à conseil d’administration organised<br> under French law, having its registered office at 50, rue de Dijon, 21121 Daix, France, registered<br> with the Trade and Companies Register of Dijon under number 537 530 255, duly represented<br> for the purpose hereof (the “Company”); |
|---|
AND
| (2) | EUROPEAN INVESTMENT BANK, located at 98-100, boulevard Konrad Adenauer, L- 2950 Luxembourg,<br> Grand Duchy of Luxembourg, duly represented for the purpose hereof (the “Bank”<br> or the “EIB”). |
|---|
The Company and the Bank are hereinafter jointly referred to as the “Parties” and each individually as a “Party”.
Whereas:
| (A) | On 16<br> May 2022, the Company entered into a finance contract with the Bank (the “Existing Finance Contract”) pursuant to which the Bank provided a credit to the Company<br> for an aggregate amount in principal of up to EUR 50,000,000, structured in two tranches<br> of EUR 25,000,000 each (the “EIB Loan”). |
|---|---|
| (B) | In connection<br> with the Existing Finance Contract, the Company and the Bank have entered into a subscription<br> agreement for warrants on 1 July 2022 as amended on 12 August 2022 and 11 June 2024,<br> a copy of which is attached hereto as Schedule (B) (the “2022 Subscription Agreement”), pursuant to which the Company has issued two tranches<br> of warrants (bons de souscription d’actions) to the benefit of the EIB respectively<br> on 17 November 2022 and 4 January 2024, giving the right to subscribe to new<br> ordinary shares of the Company. |
| --- | --- |
| (C) | On the<br> Execution Date, (i) the EIB Loan has been drawn down in full and (ii) the EIB owns<br> 2,266,023 tranche A warrants (the “Tranche A Warrants”) and 3,144,654<br> tranche B warrants (the “Tranche B Warrants” and together with the Tranche<br> A Warrants, the "EIB Warrants"). |
| --- | --- |
| (D) | The<br> Company is currently contemplating to fully refinance the EIB Loan as well as to rationalise<br> its share capital structure, and has therefore proposed to the EIB to implement the following<br> transaction (the “EIB Exit Transactions”): |
| --- | --- |
| (i) | the Company,<br> as borrower, will prepay the full amount of the principal and the accrued interests related<br> to the EIB Loan pursuant to Article 5.2 (Voluntary prepayment) of the Existing<br> Finance Contract (the “EIB Loan Voluntary Prepayment”). |
| --- | --- |
| (ii) | the Bank<br> will concurrently waive its rights to receive the Prepayment Fee (as such terms is defined<br> in the Existing Finance Contract) and agree to limit the EIB Loan Voluntary Prepayment to<br> the principal and accrued interests; and |
| --- | --- |
2
| (iii) | the Company<br> will repurchase (a) all the Tranche A Warrants, i.e., 2,266,023 Tranche A Warrants,<br> and (b) 700,000 Tranche B Warrants out of the 3,144,654 Tranche B Warrants (respectively,<br> the “Repurchased EIB Warrants” and the “EIB Warrants Repurchase”). |
|---|---|
| (E) | In such<br> context, the EIB will enter into a waiver letter regarding the remaining 2,444,654 Tranche<br> B Warrants it will hold following completion of the EIB Warrants Repurchase (the “Remaining EIB Warrants”) in the form set out in Schedule (D) (the “Remaining EIB Warrants Waiver Letter”). |
| --- | --- |
| (F) | In addition<br> to the foregoing, the Company has also proposed to the EIB that, if validly approved by the<br> extraordinary general meeting of the shareholders of the Company (the “EGM”)<br> following completion of the EIB Exit Transactions: |
| --- | --- |
| (i) | the Company<br> will issue a number of new warrants (bons de souscription d’actions) equal to<br> (a) the number of Remaining EIB Warrants at the time of such issuance (b) multiplied<br> by 6.4130 (i.e., a maximum number of 15,677,573 new warrants) (the “New EIB Warrants”)<br> to the benefit of the EIB, giving the right to subscribe to one (1) new ordinary share<br> of the Company per one (1) New EIB Warrant, at a subscription price of EUR 0.01 each<br> and an exercise price of EUR 0.01 each, pursuant to the terms and conditions of the New EIB<br> Warrants as provided in the appendix to the subscription agreement set out in Schedule (F) (respectively,<br> the “New EIB Warrants Subscription Agreement” and the “New EIB Warrants Issuance”); and |
| --- | --- |
| (ii) | the EIB will<br> irrevocably surrender all of the Remaining EIB Warrants to the Company for cancellation,<br> and the Remaining EIB Warrants Waiver Letter will lapse accordingly. |
| --- | --- |
(the “Post-CompletionTransactions”).
| (G) | The<br> determination of the number of the Repurchased EIB Warrants and of the number of New EIB<br> Warrants to be issued has been calculated solely for the purposes of, and subject to, this<br> Agreement and shall not be used for any other purpose. |
|---|---|
| (H) | The<br> Parties have therefore agreed to enter into this Agreement to set forth the terms and conditions<br> of the EIB Exit Transactions, the Remaining EIB Warrants Waiver Letter and the New EIB Warrants<br> Issuance. |
| --- | --- |
It is agreedas follows:
| 1 | Definitions and interpretation |
|---|---|
| 1.1 | Definitions |
| --- | --- |
Unless defined elsewhere in this Agreement, the following terms have the following meaning:
“2022Subscription Agreement” has the meaning set forth in Recital (B).
“4^th^AML Directive” means Directive 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing as amended, supplemented or restated.
3
“5^th^AML Directive” means Directive 2018/843 of the European Parliament and of the Council of 19 June 2018 on anti-money laundering and terrorist financing as amended, supplemented or restated.
“AMLCriminal Law Directive” means Directive (EU) 2018/1673 of the European Parliament and of the Council of 23 October 2018 on combating money laundering by criminal law.
“AMLDirectives” means the 4^th^ AML Directive, the 5^th^ AML Directive and the AML Criminal Law Directive.
“ArrangementFee” means a fee of EUR 0.01 in respect of each New EIB Warrant in consideration of the Bank’s services in connection with the arrangement and administrative procedures relating to the transactions contemplated hereof.
“BusinessDay” means a day (other than a Saturday or Sunday) on which the Bank and commercial banks are open for general business in France and in the Grand Duchy of Luxembourg.
“Completion” has the meaning set forth in Clause 6.1.1.
“CompletionDate” means the date on which Completion shall take place in accordance with this Agreement.
“CompletionPayments” has the meaning set forth in Clause 4.2.
“ConnectedPerson” means, with respect to any Party, an entity which is Controlled by, Controlling, or under the same Control as, such Party.
“Control” means the power to direct the management and policies of an entity, whether through the ownership of voting capital, by contract or otherwise and, for the avoidance of doubt, owning more than 50% (fifty per cent.) of the shares of an entity would constitute Control and “Controlling” and “Controlled” shall be construed accordingly.
“EGM” has the meaning set forth in Recital (F).
“EGMLong Stop Date” means 31 October 2026, or such other date to be mutually agreed by the Parties in writing.
“EGMResolution” means the resolution to be submitted to the EGM to authorise the board of directors (conseil d'administration) or the Chief Executive Officer of the Company to issue the New EIB Warrants to the EIB on the terms and conditions set out in this Agreement, in accordance with articles L. 225-129 et seq. and L. 228-91 et seq. of the French Code de commerce.
“EIBLoan” has the meaning set forth in Recital (A).
“EIBLoan Voluntary Prepayment" has the meaning set forth in Recital (D).
"EIBWarrants" has the meaning set forth in Recital (C).
“EIBWarrants Repurchase” has the meaning set forth in Recital (D).
“EIBWarrants Repurchase Price” has the meaning set forth in Clause 3.2.3.
“ExitTransactions Long Stop Date” means 30 June 2026, or such other date to be mutually agreed by the Parties in writing.
“ExistingFinance Contract” has the meaning set forth in Recital (A).
4
“ExistingShares” means the 209,007,475 (two hundred nine million seven thousand four hundred seventy-five)) issued and outstanding shares of EUR 0.01 par value each in the share capital of the Company, making up the entire issued share capital of the Company as of the Execution Date and composed of 209,007,475 (two hundred nine million seven thousand four hundred seventy-five) ordinary shares.
“IllegalActivities” means any of the following illegal activities or activities carried out for illegal purposes according to applicable laws in any of the following areas: (i) fraud, corruption, coercion, collusion or obstruction, (ii) money laundering, financing of terrorism or tax crimes each as defined in the AML Directives, and (iii) fraud and other illegal activity against the financial interests of the European Union as defined in the PIF Directive.
“InsideInformation” has the meaning ascribed to this term in article 7 of MAR with reference to the Company or its financial instruments.
“Law” means any treaty, law, statute, regulation, rule, ordinance, order or decree (including any judicial or administrative interpretation thereof) in force as of the relevant date.
“Lock-upPeriod” has the meaning set forth in Clause 2.2.
“MAR” means Regulation (EU) no 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation), as amended from time to time.
“NewEIB Warrants" has the meaning set forth in Recital (F).
“NewEIB Warrants Issuance” has the meaning set forth in Recital (F).
“NewEIB Warrants Issuance Date” means the date on which the New EIB Warrants Issuance shall occur.
“NewEIB Warrants Subscription” means the subscription of all the New EIB Warrants through (i) the delivery by the EIB of the subscription form, pursuant to its obligations set out in Part 3 (Completions obligations) of Schedule 2 (Signing, Issuanceand Completion obligations) of the New EIB Warrants Subscription Agreement and (ii) the full payment by the EIB of the New EIB Warrants Subscription Price of such New EIB Warrant.
“NewEIB Warrants Subscription Agreement” has the meaning set forth in Recital (F).
“NewEIB Warrants Subscription Price” means a total amount of EUR 0.01 per New EIB Warrant.
“PIFDirective” means Directive (EU) 2017/1371 of the European Parliament and of the Council of 5 July 2017 on the fight against fraud to the European Union's financial interests by means of criminal law as amended, supplemented or restated.
“Post-CompletionTransactions” has the meaning set forth in Recital (F).
“Pre-CompletionStatement” has the meaning set forth in Clause 4.1.1.
“Registrar” means Société Générale Securities Services.
“RemainingEIB Warrants” has the meaning set forth in Recital (D).
“RemainingEIB Warrants Waiver Letter” has the meaning set forth in Recital (D).
“RepurchasedEIB Warrants” has the meaning set forth in Recital (D).
“SanctionedPerson” means any individual or entity (for the avoidance of doubt, the term entity includes, but is not limited to, any government, group or terrorist organisation) who is a designated target of, or who is otherwise a subject of, Sanctions (including, without limitation, as a result of being owned or otherwise controlled , directly or indirectly, by any individual or entity, who is a designated target of, or who is otherwise a subject of, Sanctions).
5
“Sanctions” means the economic or financial sanctions laws, regulations, trade embargoes or other restrictive measures (including, in particular, but not limited to, measures in relation to the financing of terrorism) enacted, administered, implemented and/or enforced from time to time by any of the following:
| (i) | the United<br> Nations, and any agency or person which is duly appointed, empowered or authorised by the<br> United Nations to enact, administer, implement and/or enforce such measures; |
|---|---|
| (ii) | the European<br> Union, and any agency or person which is duly appointed, empowered or authorised by the European<br> Union to enact, administer, implement and/or enforce such measures; and |
| --- | --- |
| (iii) | the United<br> States Government, and any department, division, agency, or office thereof, including the<br> Office of Foreign Asset Control (OFAC) of the United States Department of the Treasury, the<br> United States Department of State and/or the United States Department of Commerce. |
| --- | --- |
“Subsidiary” means an entity of which the Company has direct or indirect Control.
“SurvivingClauses” means Clauses 10.2, 10.6, 10.7, 10.10, and 11.
“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).
“TrancheA Warrants” has the meaning set forth in Recital (C).
“TrancheB Warrants” has the meaning set forth in Recital (C).
| 1.2 | Interpretation |
|---|---|
| 1.2.1 | In<br> this Agreement unless otherwise specified: |
| --- | --- |
| (i) | references<br> to Articles, Clauses, paragraphs, Schedules and Appendixes are to Articles and paragraphs<br> of, and Schedules to, this Agreement unless otherwise indicated; |
| --- | --- |
| (ii) | references<br> to any French legal term for any action, remedy, method of judicial proceedings, legal document,<br> legal status, court, official, or any legal concept or thing shall in respect of any jurisdiction<br> other than France be deemed to include what most nearly approximates in that jurisdiction<br> to the French legal term; |
| --- | --- |
| (iii) | any statement<br> which refers to the “best efforts” or “best endeavours” of a Party<br> in respect of a given matter means that such Party has an “obligation de moyens renforcée” in respect of the matter in question. |
| --- | --- |
| 1.2.2 | The<br> Schedules and any other attachments to this Agreement, form an integral part of this Agreement<br> and any reference to this Agreement shall be a reference to the Agreement including the Schedules,<br> any other attachments to this Agreement and any schedules or appendixes to these documents. |
| --- | --- |
6
| 1.2.3 | The<br> headings used in this Agreement have been adopted by the Parties for ease of reference only<br> and shall not in any event influence the meaning or interpretation of this Agreement. |
|---|---|
| 1.2.4 | The<br> singular shall include the plural of any term used herein (unless the contrary is indicated)<br> and vice versa, words denoting any gender shall include any other gender and words denoting<br> natural persons shall include any other persons. |
| --- | --- |
| 1.2.5 | French<br> legal terms appearing in italics in this Agreement shall prevail, as to their meaning, over<br> the corresponding English terms, and over any other possible French translation of such English<br> terms. |
| --- | --- |
| 1.2.6 | When<br> calculating the period of time within which or following which any act is to be done or step<br> taken, the date which is the reference day in calculating such period shall be excluded and<br> if the last day of such period is not a Business Day, the period shall end on the next day<br> which is a Business Day. |
| --- | --- |
| 1.2.7 | To<br> the extent permitted by applicable Law, each Party hereby expressly waives the provisions<br> of articles 1190 and 1602 of the French Code civil. |
| --- | --- |
| 1.2.8 | Unless<br> the context otherwise requires, any reference to a statutory provision shall include such<br> provision as it exists and is construed as of the Execution Date. |
| --- | --- |
| 2 | Waiver related to the exercise of the put option and the anti-dilutive mechanisms |
| --- | --- |
| 2.1 | Subject<br> to Clause 2.4 below, with effect from the Execution Date until Completion: |
| --- | --- |
| 2.1.1 | the<br> Bank hereby irrevocably and unconditionally waives: |
| --- | --- |
| (i) | its rights<br> under the Put Option, as such term is defined in the 2022 Subscription Agreement, as set<br> out in Clause 3.7 (Put Option) of the terms and conditions of the EIB Warrants attached<br> as Part 1 of Schedule 5 of the 2022 Subscription Agreement (the “EIB Warrants Terms and Conditions”); and |
| --- | --- |
| (ii) | the application<br> of any adjustment or anti-dilution mechanism (excluding any mandatory adjustments provided<br> by French law) as provided for in Clause 3.6 b) (Adjustment in case of change to the structure of the share capital of the Company) of the EIB Warrants Terms and Conditions. For the<br> avoidance of doubt, the equity financing in an aggregate principal amount of at least equal<br> to EUR 90 million as part of the New Financing as referred to in Clause 5.1.1 (Condition Precedent) shall not trigger any such adjustment or anti-dilution mechanism; and |
| --- | --- |
| 2.1.2 | in<br> consideration for the undertakings and waivers of the Bank set out in paragraph 2.1.1 above,<br> the Company: |
| --- | --- |
| (i) | hereby<br> irrevocably waives its rights under Clause 3.8 (Call option) of Part 1 (Terms and Conditions of Warrants) of Schedule 5 (Warrants Terms and Conditions) of the<br> 2022 Subscription Agreement; and |
| --- | --- |
| (ii) | will pay<br> to the Bank an aggregate amount of up to EUR 9,499,607.57, corresponding to the aggregate<br> Exercise Price (as such term is defined in the 2022 Subscription Agreement) of all of the<br> Remaining EIB Warrants, i.e., approximately EUR 3.95 per Remaining EIB Warrant, provided<br> that if only a portion of the Remaining EIB Warrants is actually exercised, the Company will<br> only pay the amount corresponding to the Exercise Price (as such term is defined in the 2022<br> Subscription Agreement) of such portion of the Remaining EIB actually exercised. |
| --- | --- |
7
| 2.1.3 | The<br> amount referred to in paragraph 2.1.2(ii) above shall only become due and payable<br> by the Company after (i) the Lock-up Period (as defined below) and (ii) as upon<br> an actual exercise (in whole or in part) of the Remaining EIB Warrants by the Bank (or any<br> person acting directly or indirectly on its behalf), provided that: (i) the exercise<br> of any or all of such Remaining EIB Warrants shall be subject to the Company’s receipt<br> of a prior written notice of at least five (5) Business Days from the Bank or any person<br> acting on its behalf indicating its intention to exercise the relevant Remaining EIB Warrants;<br> and (ii) the relevant amount shall become due and shall be paid by the Company only<br> after effective completion of the exercise of such Remaining EIB Warrants. |
|---|---|
| 2.2 | Subject<br> to Clause 2.4 below, the Bank hereby irrevocably and unconditionally waives its rights to<br> exercise the EIB Remaining Warrants pursuant to the 2022 Subscription Agreement as provided<br> for in Clause 3.4 (Exercise Period and Exercise Price) of the EIB Warrants Terms and<br> Conditions for a period of ninety (90) calendar days following the Execution Date (the “Lock-up Period”). |
| --- | --- |
| 2.3 | Save<br> as expressly waived pursuant to this Clause, all other terms and conditions of the 2022 Subscription<br> Agreement and the EIB Warrants Terms and Conditions shall remain in full force and effect<br> without any changes or waiver, and this waiver shall not be construed as a waiver of any<br> other rights of the Bank under, or in connection with, the EIB Warrants, the 2022 Subscription<br> Agreement and the EIB Warrants Terms and Conditions. |
| --- | --- |
| 2.4 | Notwithstanding<br> Clauses 2.1 and 2.2 above, if Completion does not occur on or before the Exit Transactions<br> Long Stop Date and this Agreement is terminated in accordance with Clause 5.2.3 below, the<br> waivers contained in Clauses 2.1 and 2.2 shall be automatically withdrawn with retrospective<br> effect as if such waivers were never made by the Bank. |
| --- | --- |
| 3 | EIB Exit Transactions |
| --- | --- |
| 3.1 | EIB Loan Voluntary Prepayment |
| --- | --- |
| 3.1.1 | On<br> the Completion Date, subject to the satisfaction (or waiver, as the case may be) of the condition<br> set out in Clause 5.1.1, the Company shall implement the EIB Loan Voluntary Prepayment with<br> value date (date de valeur) on the Completion Date at no cost and with no liability<br> for the Bank. |
| --- | --- |
| 3.1.2 | Upon<br> satisfaction (or waiver, as the case may be) of the condition set out in Clause 5.1.1, this<br> Agreement shall be deemed to be a Prepayment Request (as such term is defined in the Existing<br> Finance Contract) for all purposes under the Existing Finance Contract, with the Prepayment<br> Amount (as such term is defined in the Existing Finance Contract) being the full amount of<br> the EIB Loan (no Prepayment Fee (as such term is defined in the Existing Finance Contract)<br> being applied by the Bank in such context) and the Prepayment Date (as such term is defined<br> in the Existing Finance Contract) being the Completion Date. |
| --- | --- |
8
| 3.1.3 | Upon<br> receipt by the Bank of the Voluntary Prepayment Aggregate Amount (as defined below) on the<br> Completion Date in accordance with the provisions of this Agreement: |
|---|---|
| (i) | the EIB<br> Loan shall be fully and finally discharged; and |
| --- | --- |
| (ii) | the Existing<br> Finance Contract shall terminate (save for article 8 (Charges and expenses), article<br> 9.4 (Non-Waiver), article 9.5 (No hardship), article 10 (law and jurisdiction, miscellaneous) and article 11 (Final Articles) of the Existing Finance Contract<br> which shall survive the prepayment of the EIB Loan). |
| --- | --- |
| 3.2 | EIB Warrants Repurchase |
| --- | --- |
| 3.2.1 | On<br> the Completion Date, subject to the satisfaction (or waiver, as the case may be) of the condition<br> set out in Clause 5.1.1, simultaneously with or within a short timeframe after or prior to<br> the Voluntary Prepayment, the Company shall repurchase from the EIB, and the EIB shall immediately<br> sell and transfer to the Company, the Repurchased EIB Warrants, free and clear of all Encumbrances,<br> with all rights and benefits attached or accruing to them as from the Completion Date. |
| --- | --- |
| 3.2.2 | The<br> transfer of ownership of the Repurchased EIB Warrants shall occur on the Completion Date,<br> subject to Completion taking place in accordance with Clause 6. |
| --- | --- |
| 3.2.3 | The<br> aggregate repurchase price to be paid by the Company to the EIB for the EIB Warrants Repurchase<br> (the “EIB Warrants Repurchase Price”) shall be equal to EUR 50,000,000<br> and consists of: |
| --- | --- |
| (i) | EUR 40,623,631<br> for the 2,266,023 Tranche A Warrants; and |
| --- | --- |
| (ii) | EUR 9,376,369<br> for the 700,000 Tranche B Warrants. |
| --- | --- |
| 3.2.4 | The<br> EIB Warrants Repurchase Price shall not be subject to any upwards or downwards adjustment. |
| --- | --- |
| 3.2.5 | Following<br> completion of the EIB Warrants Repurchase on the Completion Date, the Repurchased EIB Warrants<br> shall be immediately cancelled by the Company, and the Company shall take all steps required<br> to effect such cancellation, notably to update the securityholder’s account of the<br> EIB on the Completion Date. |
| --- | --- |
| 3.2.6 | For<br> the avoidance of doubt: |
| --- | --- |
| (i) | the Repurchased<br> EIB Warrants may not be reissued by the Company following completion of the EIB Warrants<br> Repurchase; and |
| --- | --- |
| (ii) | the Repurchased<br> EIB Warrants shall not in any way prejudice the rights of the EIB in respect of the Remaining<br> EIB Warrants, which shall continue to be governed by the provisions of the 2022 Subscription<br> Agreement subject to the provisions of this Agreement and the Remaining EIB Warrants Waiver<br> Letter until the issuance of the New EIB Warrants, as the case may be. |
| --- | --- |
| 3.3 | Remaining EIB Warrants Waiver Letter |
| --- | --- |
On the Completion Date, subject to completion of, and in consideration for, the EIB Loan Voluntary Prepayment in accordance with Clause 3.1 above, and the EIB Warrants Repurchase in accordance with Clause 3.2 above, the Bank shall execute and deliver to the Company the Remaining EIB Warrants Waiver Letter.
9
| 4 | Pre-Completion Statement – Completion Payments |
|---|---|
| 4.1 | Pre-Completion Statement |
| --- | --- |
| 4.1.1 | At<br> the latest five (5) Business Days following notification of the satisfaction (or waiver,<br> as the case may be) of the condition set out in Clause 5.1.1, the Bank shall deliver to the<br> Company a written notice (the “Pre-Completion Statement”) which shall: |
| --- | --- |
| (i) | set out<br> the Prepayment Amount (as such term is defined in the Existing Finance Contract) and the<br> accrued interest due thereon (the “Voluntary Prepayment Aggregate Amount”); |
| --- | --- |
| (ii) | set out<br> the EIB Warrants Repurchase Price in accordance with Clause 3.2.3 above; and |
| --- | --- |
| (iii) | set out<br> all appropriate information regarding all bank accounts to which each of the Completion Payments<br> has to be made on the Completion Date. |
| --- | --- |
| 4.1.2 | The<br> Pre-Completion Statement shall be deemed to be the Prepayment Notice (as such term is defined<br> in the Existing Finance Contract) set out in Article 5.2.3 (Prepayment mechanics)<br> of the Existing Finance Contract to the Company. |
| --- | --- |
| 4.2 | Completion Payments |
| --- | --- |
On the Completion Date, the Company shall make the following payments to the Bank (together, the “Completion Payments”):
| (i) | pay to the<br> Bank, by wire transfer of immediately available funds with value date (date de valeur)<br> on the Completion Date, to the bank account of the Bank as specified in the Pre-Completion<br> Statement, an amount equal to the Voluntary Prepayment Aggregate Amount; and |
|---|---|
| (ii) | pay to the<br> Bank, by wire transfer of immediately available funds with value date (date de valeur)<br> on the Completion Date, to the bank account of the Bank as specified in the Pre-Completion<br> Statement, an amount equal to the EIB Warrants Repurchase Price. |
| --- | --- |
| 5 | Condition precedent |
| --- | --- |
| 5.1 | General |
| --- | --- |
| 5.1.1 | Completion<br> of the EIB Exit Transactions is subject to the Company having secured a debt financing (from<br> entities of Kreos Capital and of Claret) and/or equity financing in an aggregate principal<br> amount at least equal to EUR 90 million (gross proceeds) (the “New Financing”). |
| --- | --- |
| 5.1.2 | The<br> Company shall use its best efforts to obtain the satisfaction of the condition set out in<br> Clause 5.1.1 as soon as reasonably practicable after the Execution Date. |
| --- | --- |
| 5.1.3 | Where<br> all or part of the New Financing is raised in the form of debt: |
| --- | --- |
| (i) | such New<br> Financing may only be incurred in accordance with the provisions of the Existing Finance<br> Contract, including pursuant to Paragraph 15 (Indebtedness) of its Schedule H (General Undertakings) which such New Financing has been expressly authorised by the Bank; and |
| --- | --- |
10
| (ii) | such New<br> Financing shall not constitute an Event of Default under the Existing Finance Contract, to<br> the extent that the Company completes the EIB Loan Voluntary Prepayment within 45 calendar<br> days following the date on which such New Financing is entered into, where such New Financing<br> is entered into prior to the prepayment of the EIB Loan; and |
|---|---|
| (iii) | no drawdown<br> under such New Financing shall be made prior to the Completion Date. |
| --- | --- |
| 5.2 | Benefit – Non-satisfaction of the Condition |
| --- | --- |
| 5.2.1 | The<br> condition set out in Clause 5.1.1 is stipulated for the benefit of both Parties and may be<br> waived in a written instrument executed jointly by the Bank and the Company. |
| --- | --- |
| 5.2.2 | The<br> Company shall promptly give written notice of and provide the Bank with any document concerning<br> the satisfaction of the condition set out in Clause 5.1.1 (or, if not satisfied, the absence<br> of satisfaction), and in any event within two (2) Business Days of becoming aware of<br> the same. |
| --- | --- |
| 5.2.3 | If<br> condition set out in Clause 5.1.1 is not satisfied or waived by 11:59 p.m. on the Exit<br> Transactions Long Stop Date, either Party may, in its sole discretion and at any time following<br> the Exit Transactions Long Stop Date, terminate this Agreement (other than the Surviving<br> Clauses). |
| --- | --- |
| 5.2.4 | If<br> this Agreement is terminated or lapses pursuant to this Clause, all further obligations of<br> the Parties hereunder, other than pursuant to the Surviving Clauses, shall terminate, provided<br> that nothing herein shall relieve any Party from liability for any breach of this Agreement<br> that has occurred prior to such termination. |
| --- | --- |
| 6 | Completion |
| --- | --- |
| 6.1 | Date and place |
| --- | --- |
| 6.1.1 | Subject<br> to Clause 5 and Clause 9, completion of the EIB Exit Transactions (“Completion”)<br> shall take place on the tenth (10^th^) Business Day following the satisfaction (or<br> waiver, as the case may be) of the condition set out in Clause 5.1.1, or at such other date<br> as the Bank and the Company may agree in writing. |
| --- | --- |
| 6.1.2 | Unless<br> otherwise agreed between the Bank and the Company, Completion shall take place in electronic<br> form and not through a physical meeting. |
| --- | --- |
| 6.2 | Completion Obligations |
| --- | --- |
| 6.2.1 | On<br> the Completion Date: |
| --- | --- |
| (i) | the Company<br> shall deliver or make available to the Bank: |
| --- | --- |
| (a) | evidence<br> that the Condition set out in Clause 5.1.1 has been satisfied (or waived, as the case may<br> be); |
| --- | --- |
| (b) | a copy<br> of the resolutions of the Company’s board of directors and/or a decision of the Chief<br> Executive Officer, as the case may be, approving (x) the EIB Loan Voluntary Prepayment,<br> (y) the repurchase of the Repurchased EIB Warrants by the Company and (z) providing<br> for the cancellation of the Repurchased EIB Warrants; |
| --- | --- |
11
| (c) | evidence<br> satisfactory to the Bank of the capacity and authority of each person executing a document<br> referred to in this Agreement on behalf of the Company; and |
|---|---|
| (ii) | the Company<br> shall pay the Completion Payments to the Bank in accordance with Clause 4.2, by wire transfer<br> of immediately available funds with value date (date de valeur) on the Completion<br> Date, to the bank account of the Bank as specified in the Pre-Completion Statement, and deliver<br> proper evidence of realisation of such Completion Payments. |
| --- | --- |
| 6.2.2 | On<br> the Completion Date, the Bank shall deliver or make available to the Company: |
| --- | --- |
| (i) | the duly<br> written confirmation from the Registrar in respect of the transfer of the Repurchased EIB<br> Warrants to the Company substantially in the form attached hereto as Schedule 6.2.2;<br> and |
| --- | --- |
| (ii) | subject<br> to completion of the EIB Loan Voluntary Prepayment in accordance with Clause 3.1 above, and<br> the EIB Warrants Repurchase in accordance with Clause 3.2 above, the Remaining EIB Warrants<br> Waiver Letter duly executed by the Bank. |
| --- | --- |
| 6.3 | Occurrence of Completion Obligations |
| --- | --- |
| 6.3.1 | The<br> EIB Exit Transactions shall be deemed to have taken place when all the actions set out in<br> Clauses 6.2.1 and 6.2.2 have been completed. |
| --- | --- |
| 6.3.2 | All<br> matters set out under Clauses 6.2.1 and 6.2.2 taking place at Completion will be considered<br> to take place simultaneously and no action or delivery of documents shall be deemed to have<br> been completed until all actions and deliveries of documents required to take place on Completion<br> pursuant to this Agreement have been fully completed. |
| --- | --- |
| 6.4 | Breach of Completion Obligations |
| --- | --- |
| 6.4.1 | The<br> completion obligations set forth in Clause 6.2.1 are for the benefit of the Bank and may<br> be waived in whole or in part by the Bank and the completion obligations set forth in Clause<br> 6.2.2 are for the benefit of the Company and may be waived in whole or in part by the Company. |
| --- | --- |
| 6.4.2 | If<br> the Company fails to comply with any obligation in Clause 6.2.1, or if the Bank fails to<br> comply with any obligation in Clause 6.2.2, then the Company, if the defaulting party is<br> the Bank, or the Bank, if the defaulting party is the Company, shall be entitled (in addition<br> to and without prejudice to all other rights or remedies available to it including the right<br> to claim damages and/or pursue the specific performance of this Agreement (exécution forcée en nature)), by written notice to the Bank or the Company, as the case<br> may be, served on the date set for completion (but without any need to serve any additional<br> prior notice (mise en demeure)) to: |
| --- | --- |
| (i) | terminate<br> this Agreement (other than the Surviving Clauses), without liability on its part or on the<br> part of those on whose behalf such notice is served (résolution de plein droit); |
| --- | --- |
| (ii) | effect<br> Completion so far as practicable having regard to the defaults which have occurred; or |
| --- | --- |
12
| (iii) | set a<br> new date for Completion (not being more than ten (10) Business Days following the date<br> originally set for Completion, the “Deferred Completion Date”), in which<br> case (x) any reference in this Agreement to the “Completion Date” shall<br> be deemed to be a reference to such Deferred Completion Date and (y) the provisions<br> of Clause 6.2 shall apply to Completion as so deferred but provided such deferral may only<br> occur once (unless otherwise agreed between the Bank and the Company). |
|---|---|
| 6.5 | Post-Completion obligations |
| --- | --- |
The Company shall procure that the securityholder’s account of the Bank will be updated in order to reflect the transfer and cancellation of the Repurchased EIB Warrants pursuant to this Agreement and shall deliver or make available to the Bank a copy of the updated securityholder’s account as soon as practicable after Completion Date.
| 7 | New EIB Warrants Issuance |
|---|---|
| 7.1 | Post-Completion Transactions Obligations |
| --- | --- |
| 7.1.1 | On<br> or about the tenth (10^th^) Business Day following approval by the EGM of the EGM<br> Resolution at the required majority under applicable Law and the Company’s articles<br> of association (the “EGM Approval”), or at such other date as the<br> Bank and the Company may agree in writing: |
| --- | --- |
| (i) | the Company<br> shall deliver or make available to the Bank: |
| --- | --- |
| (a) | evidence<br> satisfactory to the Bank of the approval of the New EIB Warrants Issuance by the Company's<br> authorised corporate bodies, i.e., a certified copy of the resolutions of the competent body<br> (general meeting of shareholders, board of directors and decision of the Chief Executive<br> Officer of the Company, as the case may be) (a) approving the New EIB Warrants Issuance<br> and (b) resolving to reserve the issuance of the New EIB Warrants to the Bank; |
| --- | --- |
| (b) | to the<br> extent not included in sub-paragraph (a) above, a copy of the resolutions of the Company’s<br> board of directors and/or a decision of the Chief Executive Officer, as the case may be,<br> approving (a) the execution of the New EIB Warrants Subscription Agreement and (b) authorising<br> the relevant signatories to execute the New EIB Warrants Subscription Agreement; |
| --- | --- |
| (c) | a certified<br> copy of each report issued by the statutory auditors of the Company in relation to the issuance<br> of the New EIB Warrants; |
| --- | --- |
| (d) | a certificate<br> substantially in the form set out in Schedule 3 (Company Certificate) of the New EIB<br> Warrants Subscription Agreement duly signed by the Company’s authorised representative; |
| --- | --- |
| (e) | to the<br> extent not included in sub-paragraph (a) above, a copy of the Company's board of directors<br> minutes or Chief Executive Officer’s decision acknowledging the amount of receivable<br> held by the Bank as part of the Arrangement Fee; |
| --- | --- |
| (f) | a copy<br> of the report issued by the Company's statutory auditors certifying the amount of receivable<br> held by the Bank as part of the Arrangement Fee and to be set off against the New EIB Warrants<br> Subscription Price; |
| --- | --- |
13
| (g) | a copy<br> of a certificate issued by the Company’s statutory auditors evidencing the subscription<br> to the New EIB Warrants by the Bank by way of debt set off of the New EIB Warrants Subscription<br> Price against the Arrangement Fee; |
|---|---|
| (h) | to the<br> extent not included in sub-paragraph (a) above, a copy of the Company's board of directors<br> minutes or Chief Executive Officer’s decision acknowledging the subscription of the<br> New EIB Warrants by the Bank; |
| --- | --- |
| (i) | a certificate<br> of registration of the New EIB Warrants in the books of the Registrar showing that the New<br> EIB Warrants have been issued and credited to the Bank’s securityholder’s account; |
| --- | --- |
| (j) | a certificate<br> issued by the Company confirming that (i) the New EIB Warrants Subscription has not<br> resulted in a violation of the articles of association of the Company or any agreement to<br> which the Company is a party or any law, regulation or judgment to which it is subject and<br> (ii) it is not aware of any governmental authority or competent jurisdiction having<br> enacted, issued, promulgated, enforced or entered into any judgment, decision, decree, injunction<br> or other order which prohibits consummation of the Subscription or that seeks, or has the<br> effect of, restraining or prohibiting consummation of the New EIB Warrants Subscription;<br> and |
| --- | --- |
| (k) | the updated<br> securityholder’s account of the Bank evidencing the cancellation of the Remaining EIB<br> Warrants; |
| --- | --- |
| (ii) | the Bank<br> shall: |
| --- | --- |
| (a) | deliver<br> or make available to the Company: |
| --- | --- |
| - | a<br> subscription form substantially in the form set out in Part 2 (Subscription form of Warrants) of Schedule 4 (Warrants Terms and Conditions) of the New EIB Warrants<br> Subscription Agreement duly signed by the Bank; |
| --- | --- |
| - | a<br> waiver letter pursuant to which the Bank shall irrevocably surrender all of the Remaining<br> EIB Warrants to the Company for cancellation, and confirm that the Remaining EIB Warrants<br> Waiver Letter will lapse accordingly; and |
| --- | --- |
| (b) | pay the<br> New EIB Warrants Subscription Price by way of set-off against the receivable owned by the<br> Bank against the Company under the Arrangement Fee, which is valid, due and payable. |
| --- | --- |
| 7.1.2 | Notwithstanding<br> the foregoing, if the EGM Approval is not obtained, for any reason whatsoever, before the<br> EGM Long Stop Date the provisions of this Clause 7 shall automatically lapse and the New<br> EIB Warrants shall not be issued by the Company. |
| --- | --- |
14
| 7.2 | Occurrence of the Post-Completion Transactions |
|---|---|
| 7.2.1 | The<br> Post-Completion Transactions shall be deemed to have taken place when all the actions set<br> out in Clause 7.1.1(i) and Clause 7.1.1(ii) have been completed. |
| --- | --- |
| 7.2.2 | All<br> matters set out under Clause 7.1.1(i) and Clause 7.1.1(ii) will be considered to<br> take place simultaneously and no action or delivery of documents shall be deemed to have<br> been completed until all actions and deliveries of documents required to take place pursuant<br> to this Agreement have been fully completed. |
| --- | --- |
| 8 | Warranties of the Company |
| --- | --- |
| 8.1 | The<br> Company warrants to the Bank that each Company Warranty (as set out in Schedule 8.1)<br> is at the Execution Date and will be at the Completion Date, as the case may be (by reference<br> to the facts and circumstances existing at that time), sincere, accurate and not misleading. |
| --- | --- |
| 8.2 | Each<br> Company Warranty is a separate and independent statement and (except as expressly provided<br> by this Agreement) is not limited or otherwise affected by any other Company Warranty or<br> by any other provision of this Agreement. |
| --- | --- |
| 8.3 | Before<br> the Completion Date, the Company must notify the Bank immediately if it becomes aware of<br> a fact, circumstance or event which causes, or is likely to cause, a Company Warranty (if<br> the Company Warranty were repeated on Completion by reference to the facts and circumstances<br> then existing) to become untrue or inaccurate or misleading in a way that is material to<br> the financial position of the Company and it shall clearly indicate whether or not such information<br> is already public. Save where and to the extent that the Company has, on its own responsibility,<br> exercised its right to delay the disclosure to the public of the relevant information, pursuant<br> to and in accordance with MAR and any other applicable Laws, the Company will not share any<br> Inside Information with the Bank before it is disclosed to the public and the Completion<br> Date shall be postponed until such Inside Information has been disclosed to the public. |
| --- | --- |
| 9 | Termination |
| --- | --- |
| 9.1 | Termination events |
| --- | --- |
| 9.1.1 | This<br> Agreement may be terminated at any time prior to the Completion Date: |
| --- | --- |
| (i) | by mutual<br> consent of all Parties; |
| --- | --- |
| (ii) | in accordance<br> with Clauses 5.2 (Benefit - Non-satisfaction of the Conditions Precedent) and<br> 6.4 (Breach of Completion Obligations) and subject to the conditions described therein. |
| --- | --- |
| 9.1.2 | Upon<br> termination of this Agreement, all further obligations of the Parties hereunder, other than<br> pursuant to the Surviving Clauses, shall terminate, provided that nothing herein shall relieve<br> any Party from liability for any breach of this Agreement that has occurred prior to such<br> termination. |
| --- | --- |
| 10 | General |
| --- | --- |
| 10.1 | Further assurances |
| --- | --- |
The Parties shall take all necessary measures required for the proper execution of this Agreement, including executing such documents and doing such things as the other Parties may reasonably require in order to give full effect to, and give each Party the full benefit of, this Agreement.
15
| 10.2 | Confidentiality |
|---|---|
| 10.2.1 | Subject<br> to Clause 10.2.2 and 10.2.5 below, each Party undertakes to the other Party that it shall<br> not use, divulge or communicate to any person any confidential information relating to the<br> Company or concerning the business or affairs of any other Party or any Connected Person<br> of that other Party, and each Party shall use all reasonable endeavours to prevent the use<br> or publication or disclosure of any such confidential information. |
| --- | --- |
| 10.2.2 | Any<br> Party may disclose information otherwise required by Clause 10.2.1 to be treated as confidential: |
| --- | --- |
| (i) | in accordance<br> with any provision of this Agreement requiring or authorising such disclosure, including<br> in an announcement made in accordance with Clause 10.2.5; |
| --- | --- |
| (ii) | if and<br> to the extent required by the laws of any relevant jurisdiction; |
| --- | --- |
| (iii) | if and<br> to the extent requested by any competent regulatory or governmental body, tax authority or<br> securities exchange in any relevant jurisdiction, whether or not the request has the force<br> of law; |
| --- | --- |
| (iv) | to its<br> professional advisers, auditors or bankers from time to time; |
| --- | --- |
| (v) | to any<br> potential provider of debt or equity financings in connection with the New Financing in accordance<br> with Clause 5.1.1; |
| --- | --- |
| (vi) | to any<br> of its Connected Persons or their professional advisers, auditors or bankers, in each case<br> from time to time; |
| --- | --- |
| (vii) | to any<br> director, officer or employee of that Party or of any Connected Person of that Party if the<br> information in question is properly and necessarily required by the individual to whom it<br> is disclosed for the purposes of that individual's office or employment; |
| --- | --- |
| (viii) | if and<br> to the extent the information is or comes into the public domain through no fault of that<br> Party; or |
| --- | --- |
| (ix) | if and<br> to the extent that the other Party has given its prior written consent to the disclosure. |
| --- | --- |
| 10.2.3 | Each<br> Party shall ensure that any person to whom confidential information is disclosed pursuant<br> to Clauses 10.2.2(iv), 10.2.2(v), 10.2.2(vi) or 10.2.2(vii) is made aware of the<br> obligations of confidentiality contained in this clause and complies with this clause as<br> if binding on it directly**.** |
| --- | --- |
| 10.2.4 | Subject<br> to Clause 10.2.5, following entering into this Agreement, neither Party may: |
| --- | --- |
| (i) | make or<br> send; or |
| --- | --- |
| (ii) | permit<br> another person to make or send on its behalf, |
| --- | --- |
a public announcement or circular regarding the existence or the subject matter of the Agreement, unless it has first obtained the other Party’s written permission (that permission not to be unreasonably withheld or delayed).
16
| 10.2.5 | Clause<br> 10.2.4 does not apply to an announcement or circular: |
|---|---|
| (i) | which is<br> required by applicable law or regulation, a court of competent jurisdiction or a competent<br> judicial, governmental, supervisory or regulatory body; or |
| --- | --- |
| (ii) | which<br> is required by a rule of a stock exchange or listing authority on which the shares or<br> other securities of the Company are listed or traded (if applicable). |
| --- | --- |
A Party that is required to make or send an announcement or circular in the circumstances contemplated by Clause 10.2.5(i), or 10.2.5(ii) must, before making or sending the announcement or circular, consult with each other Party and take into account each other Party's requirements as to the timing, content and manner of making the announcement or circular to the extent it is permitted to do so by applicable law or regulation and to the extent it is reasonably practicable to do so.
| 10.2.6 | The<br> Company acknowledges that the Bank, because of its status as an international organisation,<br> is subject to certain public consultation and disclosure requirements regarding projects<br> in which it participates and accordingly agrees that the Bank shall not be prevented from<br> disclosing information: |
|---|---|
| (i) | in accordance<br> with any treaty or document of a similar nature binding on the Bank or pursuant to any agreement<br> into which it entered in order to implement any law, regulation or treaty or binding document<br> of a similar nature; |
| --- | --- |
| (ii) | to the<br> members of the EIB Group, the European Commission, the European Court of Auditors, the European<br> Anti-Fraud Office (OLAF) and/or the European Public Prosecutor’s Office (EPPO); |
| --- | --- |
| (iii) | to Member<br> States of the European Union (including their representatives) or committees set up by the<br> European Commission and/or Member States under any mandate under which the Bank operates,<br> in order to obtain any opinion, consent, or waiver required in connection with the financing<br> of the Company; |
| --- | --- |
| (iv) | to whom<br> information is required to be disclosed in connection with and for the purposes of any litigation,<br> arbitration, administrative or other investigations, proceedings or disputes; |
| --- | --- |
| (v) | in order<br> to protect the Bank’s interests in the course of any legal or arbitration proceedings<br> to which the Bank is a party; and |
| --- | --- |
| (vi) | in accordance<br> with the Bank’s transparency policy and anti-fraud policy (as published on the Bank’s<br> website (www.eib.org)). |
| --- | --- |
| 10.3 | Inside Information |
| --- | --- |
| 10.3.1 | The<br> Company shall notify the Bank in writing each time that it provides the Bank with any information<br> which the Company considers to be an Inside Information. By way of exception to this Clause<br> 10.3.1, any information shared with the Bank which relates to this Agreement, the New Financing,<br> the Issuance of the New EIB Warrants or, more generally, the overall transaction and its<br> related steps and consequences, shall not trigger the notification requirement pursuant to<br> this Clause, provided that such information is disclosed in the context of, and for the purposes<br> of, the implementation of the transactions contemplated hereby. |
| --- | --- |
17
| 10.3.2 | The<br> Company shall also promptly inform the Bank in writing on each occasion that it considers<br> that any Inside Information previously disclosed to the Bank has changed or has ceased to<br> be an Inside Information or has been publicly disclosed. |
|---|---|
| 10.3.3 | In<br> the absence of any such notifications, the Company will be deemed to represent to the Bank<br> on a daily basis that any information (whether confidential or otherwise) provided by the<br> Company does not constitute an Inside Information. |
| --- | --- |
| 10.3.4 | Where<br> the Company has provided an Inside Information to the Bank in connection with this Agreement<br> (in particular during an Exercise Period ((as defined in Part 1 (Terms and Conditions<br> of Warrants) of Schedule 4 (Warrants Terms and Conditions)), it shall ensure the public<br> disclosure of such information at the same time, in a manner complying with MAR and any other<br> applicable French Laws, save where and to the extent that the Company has, on its own responsibility,<br> exercised its right to delay the disclosure to the public of the relevant information, pursuant<br> to and in accordance with MAR and any other applicable French Laws (in which case the Bank<br> would also be bound in the same terms as the Company pursuant to MAR and any other applicable<br> French Laws). |
| --- | --- |
| 10.4 | Several liability |
| --- | --- |
All undertakings and other obligations of the Bank and the Company under this Agreement shall be several and not joint (“conjoint et non solidaire”).
| 10.5 | Assignment |
|---|---|
| 10.5.1 | No<br> Party may assign all or part of its rights and obligations under this Agreement to any third<br> party (including through sale, contribution, donation or any other transaction, including<br> sale or contribution of a division or of a business as a whole, merger, (partial) demerger<br> or any similar transaction) without the prior written consent of the other Parties. |
| --- | --- |
| 10.5.2 | Subject<br> to the restrictions set out in this Clause 10.5, the terms of this Agreement shall be<br> to the benefit of, and shall be binding upon, the Parties and their respective successors<br> and assignees. |
| --- | --- |
| 10.6 | Notices |
| --- | --- |
Form ofnotices
| 10.6.1 | Any<br> notice or other communication given under this Agreement must be in writing and, unless otherwise<br> stated, may be made by letter and/or electronic mail. |
|---|---|
| 10.6.2 | Notices<br> and other communications for which fixed periods are laid down in this Agreement or which<br> themselves fix periods binding on the addressee, may be made by hand delivery, registered<br> letter or by electronic mail. Such notices and communications shall be deemed to have been<br> received by the other party: |
| --- | --- |
| (i) | on the<br> date of delivery in relation to a hand-delivered or registered letter; |
| --- | --- |
| (ii) | in the<br> case of any electronic mail sent by the Company to the Bank, only when actually received<br> in readable form and only if it is addressed in such a manner as the Bank shall specify for<br> this purpose, or |
| --- | --- |
18
| (iii) | in the<br> case of any electronic mail sent by the Bank to the Company, when the electronic mail is<br> sent. |
|---|---|
| 10.6.3 | Any<br> notice provided by one Party to the other by e-mail shall be in the form of a non-editable<br> electronic image (pdf, tif or other common non-editable file format agreed between the Parties)<br> of the notice signed by one or more authorised signatories of the Party as appropriate, attached<br> to the e-mail. |
| --- | --- |
| 10.6.4 | Notices<br> issued one Party to the other pursuant to any provision of this Agreement shall, where required<br> by the receiving Party, be delivered to the receiving Party together with satisfactory evidence<br> of the authority of the person or persons authorised to sign such notice on behalf of the<br> Party and the authenticated specimen signature of such person or persons. |
| --- | --- |
| 10.6.5 | The<br> Parties agree that any above communication (including via electronic mail) is an accepted<br> form of communication, shall constitute admissible evidence in court and shall have the same<br> evidential value as an agreement under hand (sous seing privé). |
| --- | --- |
Addresses
| 10.6.6 | The<br> address and electronic mail address (and the department or officer, if any, for whose attention<br> the communication is to be made) of each party for any communication to be made or document<br> to be delivered under or in connection with this Agreement is: |
|---|
If to the Company:
Attn: Département Finance
Address: 50 rue de Dijon, 21121 Daix (France)
E-mail:
with a copy to:
Gide Loyrette Nouel A.A.R.P.I.
15 rue de Laborde, 75008 Paris
Attn: Arnaud Duhamel and Aude-Laurène Dourdain
Email:
If to the Bank:
Attn: PMM/TM/EGC/LSB
Address: 100, boulevard Konrad Adenauer, L-2950 Luxembourg
E-mail:
with a copy to:
Linklaters LLP
25 rue de Marignan, 75008 Paris
Attn: Bertrand Andriani and Mehdi Boumedine
Email:
Demandafter notice to remedy
The Bank and the Company shall promptly notify the other party(ies) in writing of any change in their respective communication details.
19
| 10.7 | Variation, waiver and rights and remedies |
|---|---|
| 10.7.1 | No<br> amendment of this Agreement shall be effective unless in writing and signed by duly authorised<br> representatives of all Parties. |
| --- | --- |
| 10.7.2 | Except<br> in the circumstances provided by this Agreement, failure to exercise, or a delay in exercising,<br> a right or remedy provided by this Agreement or by law does not constitute a waiver of the<br> right or remedy or a waiver of other rights or remedies. No single or partial exercise of<br> a right or remedy provided by this Agreement or by law prevents the further exercise of the<br> right or remedy or the exercise of another right or remedy. A waiver of a breach of this<br> Agreement does not constitute a waiver of a subsequent or prior breach of this Agreement. |
| --- | --- |
| 10.7.3 | Except<br> as provided otherwise herein, no waiver shall be effective unless given in writing and signed<br> by a duly authorised representative of the Party giving the waiver. |
| --- | --- |
| 10.8 | Entire Agreement |
| --- | --- |
| 10.8.1 | This<br> Agreement together with any other documents referred to in this Agreement shall constitute<br> the entire and only agreement between the Parties. Consequently, this Agreement supersedes<br> any contract, agreement, exchange of letters or verbal agreement relating to the transactions<br> contemplated under this Agreement and that might have been entered into between the Parties<br> relating to the transactions contemplated under this Agreement prior to the Execution Date. |
| --- | --- |
| 10.8.2 | Each<br> of the Parties acknowledges to the others (and will execute this Agreement in reliance upon<br> such acknowledgement) that it has not been induced to enter into any such documents by, nor<br> relied upon, any representation or warranty other than the representations and warranties<br> contained in this Agreement. |
| --- | --- |
| 10.8.3 | Without<br> prejudice to the provisions of this Agreement, each Party irrevocably: |
| --- | --- |
| (i) | waives<br> any right it may have under articles 1186 and 1187 of the French Code civil to claim<br> that this Agreement has lapsed as a result of any other contract contributing to the completion<br> of the transactions contemplated hereunder having terminated, lapsed or being ineffective<br> for any reason whatsoever; and |
| --- | --- |
| (ii) | waives<br> any right it may have under article 1195 of the French Code civil and assumes any<br> risk which may arise from any of the unforeseeable circumstances referred to under such article. |
| --- | --- |
| 10.9 | Invalidity |
| --- | --- |
| 10.9.1 | If<br> any provision in this Agreement is held to be illegal, invalid or unenforceable, in whole<br> or in part, under any applicable Law, then such provision or part of it shall be deemed not<br> to form part of this Agreement, and the legality, validity or enforceability of the remainder<br> of this agreement shall not be affected. |
| --- | --- |
| 10.9.2 | In<br> such case, each Party shall use its best efforts to immediately negotiate in good faith a<br> valid replacement provision that is as close as possible to the original intention of the<br> Parties and has the same or as similar as possible economic effect. |
| --- | --- |
20
| 10.10 | Costs |
|---|
Unless otherwise agreed in writing with the Bank, the Company shall bear its own costs and expenses and the Bank’s reasonable and duly documented costs and expenses (including legal, accountancy and other advisers and any exchange charges with the prior information of the Company related to such costs) necessary for the preservation of its rights in relation to the preparation, negotiation, execution, implementation, enforcement and termination of this Agreement or any ancillary documents, any amendment, supplement or waiver in respect of this Agreement or any ancillary document.
| 10.11 | Taxes, duties and fees |
|---|---|
| 10.11.1 | The<br> Company shall pay all Taxes, duties, fees and other impositions of whatsoever nature, including<br> stamp duty and registration fees, arising out of the execution or implementation of this<br> Agreement or any ancillary document. |
| --- | --- |
| 10.11.2 | The<br> Company shall pay all amounts due under this Agreement gross without any withholding or deduction<br> of any national or local impositions whatsoever, provided that if the Company is required<br> by law or an agreement with a governmental authority or otherwise to make any such withholding<br> or deduction, it will gross up the payment to the Bank so that after withholding or deduction,<br> the net amount received by the Bank is equivalent to the sum due. |
| --- | --- |
| 10.12 | Payment |
| --- | --- |
Wherever in this Agreement provision is made for payment by one Party to another, such payment shall be made in Euros unless otherwise agreed in writing with the Bank and be effected by crediting by wire transfer and in immediately available funds the account specified hereunder on or before the due date of payment. The Party effecting a payment shall deliver swiftly to the other Party a copy of the irrevocable SWIFT wire transfer confirmation issued by its bank showing that the wire transfer for payment has been issued.
| 10.13 | Set off |
|---|---|
| 10.13.1 | All<br> payments to be made by the Company under this Agreement shall be calculated and be made without<br> (and free and clear of any deduction for) set-off or counterclaim (except the payment of<br> the Arrangement Fee by set-off against the New EIB Warrants Subscription Price for each New<br> EIB Warrant). |
| --- | --- |
| 10.13.2 | The<br> Bank may set off any due and payable obligation due from the Company (to the extent beneficially<br> owned by the Bank) against any due and payable obligation owed by the Bank to the Company,<br> regardless of the place of payment, booking branch or currency of either obligation. If the<br> obligations are in different currencies, the Bank may convert either obligation at a market<br> rate of exchange in its usual course of business for the purpose of the set-off. If either<br> obligation is unliquidated or unascertained, the Bank may set off in an amount estimated<br> by it in good faith to be the amount of that obligation. |
| --- | --- |
| 10.14 | Negotiation of the Agreement – Advisors |
| --- | --- |
The Parties declare they were advised by their own lawyers or advisors and have therefore been able to independently assess the scope of their rights and obligations under this Agreement and had the opportunity to negotiate all terms of this Agreement. Consequently, no advisor or lawyer shall be deemed to be the sole drafter (rédacteur unique) on behalf of all the Parties, and the Parties acknowledge and agree that this Agreement shall not be deemed a contract of adhesion (contrat d’adhésion) within the meaning of article 1110 of the French Code civil.
21
| 10.15 | Specific Performance |
|---|
Each Party acknowledges and agrees that, in the event of a breach of its obligations under this Agreement, without prejudice to any other rights or remedies that the other Parties may have, including the right to claim for damages, the other Parties may seek specific performance (exécution forcée en nature) and that such specific performance would not fall under the “manifest disproportion” exclusion contained in article 1221 of the French Code civil. Each Party irrevocably waives any right to invoke the “manifest disproportion” exclusion contained in article 1221 of the French Code civil.
| 11 | Jurisdiction – Governing Law |
|---|---|
| 11.1 | This<br> Agreement and any non-contractual obligations arising out of or in connection with this Agreement<br> are governed by and shall be construed in accordance with French Law excluding any rule of<br> conflicts of laws which would determine another Law as the applicable Law. |
| --- | --- |
| 11.2 | All<br> disputes arising out of or in connection with this Agreement (including, without limitation,<br> with respect to its signature, validity, performance, interpretation, termination and post-termination<br> obligations hereof and any non-contractual obligation arising out of or in connection with<br> this Agreement) shall be submitted to the exclusive jurisdiction of the Commercial Court<br> (Tribunal des activités économiques) of Paris and relevant courts of<br> appeal. |
| --- | --- |
[Signatures onfollowing page]
22
Executed on three (3) originals (two (2) originals for the Bank and one (1) original for the Company) on 1 June 2026.
| Inventiva SA | ||
|---|---|---|
| /s/ Andrew Obenshain | ||
| Name: | Andrew Obenshain | |
| Title: | Chief Executive Officer | |
| (Directeur général) | ||
| European Investment Bank | ||
| --- | --- | --- |
| /s/ Sara De Maria | ||
| Name: | Sara De Maria | |
| Title: | Head of Division | |
| European Investment Bank | ||
| --- | --- | --- |
| /s/ Maarten Den Otter | ||
| Name: | Maarten Den Otter | |
| Title: | Head of Unit |
Index of Schedules
| Schedule (B) | 2022 Subscription Agreement |
|---|---|
| Schedule (D) | Remaining EIB Warrants Waiver Letter |
| Schedule (F) | New EIB Warrants Subscription Agreement |
| Schedule 6.2.2 | Form of transfer confirmation |
| Schedule 8.1 | Warranties of the Company |
Schedule (B)2022 Subscription Agreement
Schedule (D)Remaining EIB Warrants Waiver Letter
Schedule (F)New EIB Warrants Subscription Agreement
| Agreement number FI N° [·] | |
|---|---|
| Serapis N° [·] |
INVENTIVA S.A. (EGFF)
| european investment banK<br><br> <br>as Subscriber<br><br> <br><br><br> <br>and<br><br> <br><br><br> <br>INVENTIVA S.A.<br><br> <br>as Issuer | |
|---|---|
| Subscription AGREEMENT for warrantsTO BE ISSUED BY INVENTIVA S.A. |
Dated [·] 2026
- ii -
Contents
| Clause | Page | |
|---|---|---|
| 1. | Definitions and interpretation | 1 |
| 2. | Subscription | 4 |
| 3. | Subscription Price | 5 |
| 4. | Arrangement Fee | 5 |
| 5. | Conditions | 5 |
| 6. | Signing, Issuance and Completion | 6 |
| 7. | Warranties | 6 |
| 8. | Company’s undertakings | 7 |
| 9. | Termination | 7 |
| 10. | Confidentiality | 7 |
| 11. | Inside Information | 9 |
| 12. | Notices | 9 |
| 13. | Costs | 10 |
| 14. | Taxes, duties and fees | 11 |
| 15. | Currency | 11 |
| 16. | Set off | 11 |
| 17. | Variation, Waiver and Rights and Remedies | 11 |
| 18. | entire agreement | 11 |
| 19. | Effect of Completion | 12 |
| 20. | Invalidity | 12 |
| 21. | Governing Law and Jurisdiction | 12 |
| 22. | Electronic Signature | 12 |
| Schedule 1 | 15 | |
| --- | --- | |
| The Company | 15 | |
| Schedule 2 | 16 | |
| Signing, Issuance and Completion obligations | 16 | |
| Schedule 3 | 19 | |
| Company Certificate | 19 | |
| Schedule 4 | 20 | |
| Company Warranties | 20 | |
| Schedule 5 | 22 | |
| Warrants Terms and Conditions | 22 |
- 1 -
THIS SUBSCRIPTION AGREEMENT FOR WARRANTS is made on [·] 2026 (the “Signing Date”),
| Between: | |
|---|---|
| (1) | european investment bank, located at 98-100, boulevard<br>Konrad Adenauer, L-2950 Luxembourg, Grand Duchy of Luxembourg (the “Subscriber” or the “Bank”), represented<br>by [·], duly authorised for the purpose hereof, |
| --- | --- |
and
| (2) | INVENTIVA, a société anonyme à conseil d’administration, organized<br>under French law, having its registered office at 50, rue de Dijon, 21121 Daix, France, registered with the Trade and Companies Register<br>of Dijon under number 537 530 255 (the “Issuer” or the “Company”), represented by [·],<br>duly authorised for the purpose hereof. |
|---|
The Subscriber and the Issuer are hereinafter referred to, collectively, as the “Parties” and, individually, as a “Party”.
| WHEREAS: | |
|---|---|
| (A) | On 16 May 2022, the Company entered into a finance contract with the Bank (the “ExistingFinance Contract”) pursuant to which the Bank provided a credit to the Company for an aggregate amount in principal of up to<br>EUR 50,000,000, structured in two tranches of EUR 25,000,000 each (the “EIB Loan”). |
| --- | --- |
| (B) | In connection with the Existing Finance Contract, the Company and the Bank have entered into a subscription<br>agreement for warrants on 1 July 2022 as amended on 12 August 2022 and June 11 2024, pursuant to which the Company has<br>issued two tranches of warrants (bons de souscription d’actions) to the benefit of the EIB respectively on 17 November 2022<br>and 4 January 2024, giving the right to subscribe to new ordinary shares of the Company. |
| --- | --- |
| (C) | On 1 June 2026, the Company and the Bank have entered into a master agreement relating to certain<br>transactions among the Bank and the Company (the “Master Agreement”) in order to fully refinance the EIB Loan and rationalise<br>the Company’s share capital structure. |
| --- | --- |
| (D) | Pursuant to the Master Agreement, and subject to the terms of this Agreement, the Issuer has agreed to<br>issue Warrants and the Subscriber has agreed to subscribe and pay for such Warrants pursuant to the terms of this Agreement. |
| --- | --- |
THEREFORE, IT IS HEREBY AGREED as follows:
| 1. | Definitions and interpretation |
|---|---|
| 1.1 | In this Agreement: |
| --- | --- |
“4^th^ AML Directive” means Directive 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing as amended, supplemented or restated;
“5^th^ AML Directive” means Directive 2018/843 of the European Parliament and of the Council of 19 June 2018 on anti-money laundering and terrorist financing as amended, supplemented or restated;
“Agreement” means this subscription agreement for warrants entered into between the Subscriber and the Company and any Schedule to this Agreement;
”AML Criminal Law Directive” means Directive (EU) 2018/1673 of the European Parliament and of the Council of 23 October 2018 on combating money laundering by criminal law;
- 2 -
“AML Directives” means the 4^th^AML Directive, the 5th AML Directive and the AML Criminal Law Directive;
“Arrangement Fee” means a fee of EUR 0.01 in respect of each Warrant to be paid by the Company to the Subscriber;
“Business Day” means a day (other than a Saturday or Sunday) on which the Bank and commercial banks are open for general business in France and in Grand Duchy of Luxembourg;
“Completion” means, with respect to the Warrants, the effective Subscription of such Warrant by the Subscriber;
“Completion Date” means the date on which the Completion shall occur, i.e. the date of this Agreement;
“Connected Persons” means, with respect to any Party, an entity which is Controlled by, Controlling, or under the same Control as, such Party;
“Control” means the power to direct the management and policies of an entity, whether through the ownership of voting capital, by contract or otherwise and, for the avoidance of doubt, owning more than 50% (fifty per cent.) of the shares of an entity would constitute Control and “Controlling” and “Controlled” shall be construed accordingly;
“Delisting Event” means any event as a result of which the Company ceases to be a publicly listed company and/or the Shares cease to be listed on a recognised stock exchange;
“Depositary” means Société Générale Securities Services;
“Encumbrance” means any encumbrance, debenture, mortgage, blocking order, court decision, court order, leases, subleases, preliminary agreements on the conclusion of sub-leases, arrest, execution order, order preventing the sale of any assets, charge, pledge, lien, restriction, assignment, hypothecation, security interest, title retention or any other agreement or arrangement the effect of which is the creation of security, or any other interest, equity or other right of any person (including any right to acquire, option, right of first refusal or right of pre-emption), or any agreement or arrangement to create any of the same;
“Exercise Period” has the meaning ascribed to it in Part 1 (Terms and Conditions of Warrants) of Schedule 5 (Warrants Terms and Conditions);
“Exercise Price” means the price at which the Warrants are exercised, as set out in Part 1 (Terms and Conditions of Warrants) of Schedule 5 (WarrantsTerms and Conditions);
[“Existing Shares” means the 209,007,475 (two hundred nine million seven thousand four hundred seventy-five) issued and outstanding shares of EUR 0.01 par value each in the share capital of the Company, making up the entire issued share capital of the Company as of the Signing Date and composed of 209,007,475 (two hundred and seven million, seven hundred and seven thousand, four hundred and seventy-five) Ordinary Shares;] [Note to draft : To be updated, as the case may be, at signing]
“Expiration Date” means 4 January 2036, which is the date on which the Warrants will expire;
“Illegal Activities” means any of the following illegal activities or activities carried out for illegal purposes according to applicable laws in any of the following areas: (i) fraud, corruption, coercion, collusion or obstruction, (ii) money laundering, financing of terrorism or tax crimes each as defined in the AML Directives, and (iii) fraud and other illegal activity against the financial interests of the European Union as defined in the PIF Directive;
“Inside Information” has the meaning ascribed to this term in article 7 of MAR with reference to the Company or its financial instruments;
- 3 -
“Issuance” means, in respect of the Warrants, the issue of the corresponding Warrants;
“Issuance Date” means, in respect of the Warrants, the date on which the Issuance of the corresponding Warrants shall occur;
“MAR” means Regulation (EU) no 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation), as amended from time to time;
“New Shares” has the meaning ascribed to it in Part 1 (Terms and Conditions of Warrants) of Schedule 5 (Warrants Terms and Conditions);
“Ordinary Shares” means the ordinary shares of the Company;
“PIF Directive” means Directive (EU) 2017/1371 of the European Parliament and of the Council of 5 July 2017 on the fight against fraud to the European Union’s financial interests by means of criminal law as amended, supplemented or restated;
“Positive Conditions” means the conditions set out in Clause 5;
“Register” means the share transfer register and shareholders’ individual accounts (registre de mouvement de titres et comptes individuels d’actionnaires) of the Company and maintained by the Depositary;
“Sanctioned Person” means any individual or entity (for the avoidance of doubt, the term entity includes, but is not limited to, any government, group or terrorist organisation) who is a designated target of, or who is otherwise a subject of, Sanctions (including, without limitation, as a result of being owned or otherwise controlled, directly or indirectly, by any individual or entity, who is a designated target of, or who is otherwise a subject of, Sanctions);
“Sanctions” means the economic or financial sanctions laws, regulations, trade embargoes or other restrictive measures (including, in particular, but not limited to, measures in relation to the financing of terrorism) enacted, administered, implemented and/or enforced from time to time by any of the following:
| (a) | the United Nations, and any agency or person which is duly appointed,<br>empowered or authorised by the United Nations to enact, administer, implement and/or enforce such measures; |
|---|---|
| (b) | the European Union, and any agency or person which is duly appointed,<br>empowered or authorised by the European Union to enact, administer, implement and/or enforce such measures; and |
| --- | --- |
| (c) | the United States Government, and any department, division, agency,<br>or office thereof, including the Office of Foreign Asset Control (OFAC) of the United States Department of the Treasury, the United States<br>Department of State and/or the United States Department of Commerce. |
| --- | --- |
“Shares” means (i) the Existing Shares, as well as (ii) any new share to be issued by the Company from time-to-time (including upon exercise of the Warrants);
“Signing” means the signing of this Agreement by the Parties to it;
“Signing Date” means the date of this Agreement;
“Subscription” means, in respect of the Warrants, the subscription of all the corresponding Warrants through (i) the delivery by the Subscriber of the Subscription Form, pursuant to its obligations set out in Part 3 (Completions obligations) of Schedule 2 (Signing, Issuanceand Completion obligations) and (ii) the full payment by the Subscriber of the Subscription Price of such Warrant;
“Subscription Form” means a subscription form substantially in the form set out in Part 2 (Subscription form of Warrants) of Schedule 5 (WarrantsTerms and Conditions);
- 4 -
“Subscription Price” means the total amount of EUR 0.01 per Warrant;
“Subsidiary” means an entity of which the Issuer has direct or indirect Control;
“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same);
**“Terms and Conditions”**means the terms and conditions set forth in Part 1 (Terms and Conditions of Warrants) of Schedule 5;
“Transaction” means the issuance by the Company of, and Subscription by the Subscriber for, the Warrants;
“Warrantholder” means any holder of Warrants; and
“Warrants” means the [15,677,573] [Note to draft: to be reduced on the basis of the actual number of RemainingEIB Warrants held by the Bank prior to the Completion Date, if any, on the basis of an exchange ratio of 6.4130 New EIB Warrantsfor 1 Remaining EIB Warrant.] warrants to be issued pursuant to this Agreement.
| 1.2 | In this Agreement: |
|---|---|
| (i) | references to Clauses and Schedules are, save if explicitly stipulated otherwise, references respectively<br>to clauses of and schedules to this Agreement and all Schedules form part of this Agreement; |
| --- | --- |
| (ii) | a reference to any statute or statutory provision is a reference to that statute or statutory provision<br>as re-enacted, amended or extended before the Signing Date and includes a reference to any subordinate legislation (as re-enacted, amended<br>or extended) made under it before the Signing Date; |
| --- | --- |
| (iii) | a reference to a “person” includes any individual, body corporate, company, corporation, firm,<br>partnership, joint venture, association, state, state agency, institution or trust (whether or not having a separate legal personality); |
| --- | --- |
| (iv) | a reference to a document being in the “agreed form” is a reference to a document in the form<br>and terms approved and, for the purposes of identification only, initialled, by or on behalf of the Subscriber on or before the Signing<br>Date; |
| --- | --- |
| (v) | a reference to one gender is a reference to all or any genders, and references to the singular include<br>the plural and vice versa; |
| --- | --- |
| (vi) | a reference to a particular time of day is, unless stated otherwise, a reference to that time in Paris,<br>France; and |
| --- | --- |
| (vii) | all references to “trading days” shall be construed as references to the days on which the<br>stock exchange on which the Shares are listed is open for trading. |
| --- | --- |
| 2. | Subscription |
| --- | --- |
| 2.1 | The Warrants shall be issued in compliance with the terms of this Agreement and upon the decision of the<br>board of directors and/or a decision of the Chief Executive Officer of the Company, as applicable, itself acting upon delegation of the<br>extraordinary shareholders’ general meeting of the Company. They shall be governed by articles L. 228-91 and seq. of the French Commercial<br>Code and such terms and conditions set out below. |
| --- | --- |
| 2.2 | The Company agrees, that all of the Warrants shall immediately be registered in the Register in favour<br>of the Subscriber upon Completion. |
| --- | --- |
| 2.3 | On the Completion Date, the Subscriber and the Company shall complete the Subscription and the Issuance<br>of the Warrants. |
| --- | --- |
- 5 -
| 2.4 | The Company represents to the Subscriber that subject to satisfaction of the Positive Conditions (as defined<br>below), it has now and will have at all times up to Completion Date, the full power and the right to issue the Warrants on the terms set<br>out in this Agreement. |
|---|---|
| 2.5 | On the Completion Date, the Subscriber represents that its competent internal bodies have approved the<br>Subscription of all the Warrants and that each person executing the Agreement on behalf of the Subscriber jointly with the other signatory<br>is vested with the capacity and authority to do so*.* |
| --- | --- |
| 2.6 | The Warrants shall be issued with full title guarantee, free from Encumbrances, free from any pre-emptive<br>rights and together with all rights attaching to them and the Ordinary Shares to be issued upon exercise of the Warrants shall be fungible<br>with all other Ordinary Shares, subject, as the case may be, to their dividend entitlement date (date de jouissance). |
| --- | --- |
| 2.7 | Each Warrant shall be in registered form (titres au nominatif) in compliance with articles L. 211-3<br>and L. 211-4 of the French Code monétaire et financier. Each Warrant shall be registered in a specific securityholder’s<br>account in the name of the Subscriber in the Register, it being specified that such books may be held in electronic form. |
| --- | --- |
| 3. | Subscription Price |
| --- | --- |
The Subscription Price for the Warrants shall be payable by the Subscriber on the Completion Date to the Company through the setting off of the receivable owned by the Subscriber against the Company under the Arrangement Fee, which is valid, due and payable.
| 4. | Arrangement Fee |
|---|
The Company shall pay to the Bank the Arrangement Fee on the Completion Date, solely through the setoff with the Subscription Price relating to the Warrants, in consideration of the Bank’s services in connection with the arrangement and administrative procedures relating to the Subscription.
| 5. | Conditions |
|---|---|
| 5.1 | The Subscription is conditional on (each a “Positive Condition”): |
| --- | --- |
| (i) | the Company delivering evidence satisfactory to the Subscriber of: |
| --- | --- |
| - | approval of the Transaction by the Company’s authorised and legally competent corporate bodies including<br>the authorisation to issue the Warrants (as well as the subsequent share capital increase of the Company arising from the exercise of<br>the Warrants) and the approval of the payment of the Subscription Price by the Subscriber to the Company by means of set-off against the<br>receivable of the same amount held by the Subscriber against the Company under the Arrangement Fee; and |
| --- | --- |
| - | the capacity and authority of each person executing the Agreement on behalf of the Company; |
| --- | --- |
| (ii) | the Subscription Price being fully paid by the Subscriber to the Company by means of set-off against a<br>valid, due and payable receivable held by the Subscriber against the Company under the Arrangement Fee; |
| --- | --- |
| (iii) | the Subscription not resulting in a violation of any agreement to which the Company is a party, its articles<br>of association, any law or regulation or judgment to which it is subject; |
| --- | --- |
| (iv) | no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced<br>or entered into any judgment, decision, decree, injunction or other order which prohibits consummation of the Transaction or that seeks,<br>or have the effect of, restraining or prohibiting consummation of the Transaction; and |
| --- | --- |
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| (v) | the Issuer and the Warrantholder not possessing any Inside Information on the Completion Date. |
|---|---|
| 5.2 | The Parties agree that all requests and enquiries from any government, governmental agency, court or other<br>regulatory body concerning the Transaction will be dealt with by the Parties in consultation with each other and the Parties must promptly<br>co-operate with, and provide all necessary information and assistance reasonably required by, such government, agency, court or body upon<br>being requested to do so by the other Party. |
| --- | --- |
| 5.3 | If a Positive Condition is not satisfied or waived on the Completion Date at the latest, the rights and<br>obligations of the Parties hereunder shall terminate on such date, unless otherwise agreed in writing by the Parties. |
| --- | --- |
| 6. | Signing, Issuance and Completion |
| --- | --- |
| 6.1 | At Signing, the Parties must comply with their respective obligations set out in Part 1 (Signingobligations) of Schedule 2 (Signing, Issuance and Completion obligations). |
| --- | --- |
| 6.2 | At Issuance Date, the Company must comply with its obligations set out in Part 2 (Issuance obligations)<br>of Schedule 2 (Signing, Issuance and Completion obligations). |
| --- | --- |
| 6.3 | At the Completion Date, the Subscriber must comply with its obligations set out in Part 3 (Completionobligations) of Schedule 2 (Signing, Issuance and Completion obligations). |
| --- | --- |
| 6.4 | If the Subscriber fails to comply with any of its obligations in Part 3 (Completion obligations)<br>of Schedule 2 (Signing, Issuance and Completion obligations), the Company shall, by sending notice to the Subscriber: |
| --- | --- |
| (a) | elect to proceed to Completion and set another date on which the<br>Subscriber must comply with those obligations which it has failed to comply with by the Completion Date; or |
| --- | --- |
| (b) | postpone Completion to a Business Day not more than five (5) Business<br>Days after the Completion Date or such other number of Business Days as may be agreed by the Parties in writing. |
| --- | --- |
| 6.5 | If the Company postpones any Completion to another date in accordance<br>with Clause 6.4, the provisions of this Agreement apply as if that other date is the Completion Date and references to the Completion<br>Date will be construed as if they were references to that other date. |
| --- | --- |
| 6.6 | At Completion Date, the Company must comply with its obligations<br>set out in Part 3 (Completion obligations) of Schedule 2 (Signing, Issuance and Completion obligations). |
| --- | --- |
| 7. | Warranties |
| --- | --- |
| 7.1 | The Company warrants to the Subscriber that each Company Warranty<br>(as set out in Schedule 4) is at the Signing Date and will be at Completion Date (by reference to the facts and circumstances existing<br>at that time) sincere, accurate and not misleading. |
| --- | --- |
| 7.2 | Each Company Warranty is a separate and independent statement and<br>(except as expressly provided by this Agreement) is not limited or otherwise affected by any other Company Warranty or by any other provision<br>of this Agreement. |
| --- | --- |
| 7.3 | Before the Completion Date, the Company must notify the Subscriber<br>as soon as reasonably possible if it becomes aware of a fact, circumstance or event which causes, or is likely to cause, a Company Warranty<br>(if the Company Warranty were repeated on Completion by reference to the facts and circumstances then existing) to become untrue or inaccurate<br>or misleading in a way that is material to the financial position of the Company and/or of a Subsidiary and it shall clearly indicate<br>whether or not such information is already public. Save where and to the extent that the Company has, on its own responsibility, exercised<br>its right to delay the disclosure to the public of the relevant information, pursuant to and in accordance with MAR and any other applicable<br>French laws and regulations, the Company will not share any Inside Information with the Subscriber before it is disclosed to the public<br>and the Completion Date shall be postponed until such Inside Information has been disclosed to the public. |
| --- | --- |
- 7 -
| 8. | Company’s undertakings |
|---|---|
| 8.1 | For so long as any Warrant remains exercisable or outstanding, the Company shall not, directly or indirectly: |
| --- | --- |
| (i) | enter into a business relationship with, and/or make any funds and/or economic resources available to,<br>or for the benefit of, any Sanctioned Person; and |
| --- | --- |
| (ii) | fund all or part of any payment under this Agreement out of proceeds derived from activities or businesses<br>with a Sanctioned Person, a person in breach of the Sanctions or in any manner that would result in a breach by itself and/or by the Subscriber<br>of any Sanctions. |
| --- | --- |
| (iii) | It is acknowledged and agreed that the undertakings set out in this Clause 7 are only sought by and given<br>to the Subscriber to the extent that to do so would be permissible pursuant to any applicable anti-boycott rule of the European Union<br>such as Regulation (EC) 2271/96. |
| --- | --- |
| 8.2 | If a Delisting Event occurs at any time before the Expiration Date, the Company shall, from the date of<br>such Delisting Event and for so long as any Warrants remain outstanding, deliver or procure the delivery to the Bank: |
| --- | --- |
| (i) | as soon as they become available but in any event within 180 (one hundred and eighty) days after the end<br>of each of its financial years, its audited consolidated and unconsolidated annual report, balance sheet, cash flow statement, profit<br>and loss account and auditors report for that financial year; |
| --- | --- |
| (ii) | as soon as they become available but in any event within 120 (one hundred and twenty days) days after<br>the end of each of the relevant accounting periods, its interim consolidated and unconsolidated semi-annual report, balance sheet, profit<br>and loss account and cash flow statement for the first half-year of each of its financial years. |
| --- | --- |
| 9. | Termination |
| --- | --- |
This Agreement ceases to have effect when the Subscriber has exercised all of the Warrants, or when all the Warrants have been cancelled in accordance with the terms of this Agreement.
| 10. | Confidentiality |
|---|---|
| 10.1 | Subject to Clause 10.2 and 10.5 below, each Party undertakes to the other Party that it shall not: |
| --- | --- |
| (i) | disclose any terms of this Agreement or of any agreement or arrangement entered into in connection with<br>this Agreement; or |
| --- | --- |
| (ii) | use, divulge or communicate to any person any confidential information relating to the Issuer or any of<br>Issuer’s Connected Person or concerning the business or affairs of any other Party or any Connected Person of that other Party, |
| --- | --- |
and each Party shall use all reasonable endeavours to prevent the use or publication or disclosure of any such confidential information.
| 10.2 | Any Party may disclose information otherwise required by Clause 10.1 to be treated as confidential: |
|---|---|
| (i) | in accordance with any provision of this Agreement requiring or authorising such disclosure, including<br>in an announcement made in accordance with Clause 10.5; |
| --- | --- |
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| (ii) | if and to the extent required by the laws of any relevant jurisdiction; |
|---|---|
| (iii) | if and to the extent requested by any competent regulatory or governmental body, tax authority or securities<br>exchange in any relevant jurisdiction, whether or not the request has the force of law; |
| --- | --- |
| (iv) | to its professional advisers, auditors or bankers from time to time; |
| --- | --- |
| (v) | to any potential investor or acquirer of all or part of the Company (subject to the execution of a confidential<br>agreement on terms substantially similar as this Clause 10); |
| --- | --- |
| (vi) | to any of its Connected Persons or their professional advisers, auditors or bankers, in each case from<br>time to time; |
| --- | --- |
| (vii) | to any director, officer or employee of that Party or of any Connected Person of that party if the information<br>in question is properly and necessarily required by the individual to whom it is disclosed for the purposes of that individual’s office<br>or employment; |
| --- | --- |
| (viii) | if and to the extent the information is or comes into the public domain through no fault of that Party;<br>or |
| --- | --- |
| (ix) | if and to the extent that the other Party has given its prior written consent to the disclosure. |
| --- | --- |
| 10.3 | Each Party shall ensure that any person to whom confidential information is disclosed pursuant to Clauses<br>10.2(iv), 10.2(v) or 10.2(vi) is made aware of the obligations of confidentiality contained in this clause and complies with<br>this clause as if binding on it directly. |
| --- | --- |
| 10.4 | Subject to Clause 10.6, following entering into this Agreement, neither Party may: |
| --- | --- |
| (i) | make or send; or |
| --- | --- |
| (ii) | permit another person to make or send on its behalf, |
| --- | --- |
a public announcement or circular regarding the existence or the subject matter of the Agreement, unless it has first obtained each other Party’s written permission (that permission not to be unreasonably withheld or delayed).
| 10.5 | Clause 10.4 does not apply to an announcement or circular: |
|---|---|
| (i) | which is required by applicable law or regulation, a court of competent jurisdiction or a competent judicial,<br>governmental, supervisory or regulatory body; or |
| --- | --- |
| (ii) | which is required by a rule of a stock exchange or listing authority on which the shares or other<br>securities of the Company are listed or traded (if applicable). |
| --- | --- |
A Party that is required to make or send an announcement or circular in the circumstances contemplated by Clause 10.5(i) or 10.5(ii) must, before making or sending the announcement or circular, consult with each other Party and take into account each other Party’s requirements as to the timing, content and manner of making the announcement or circular to the extent it is permitted to do so by applicable law or regulation and to the extent it is reasonably practicable to do so.
For the avoidance of doubt, the Company shall disclose the existence and key terms of this Agreement on the Signing Date pursuant to laws and regulations.
- 9 -
| 10.6 | The Issuer acknowledges that the Subscriber, because of its status as an international organisation, is<br>subject to certain public consultation and disclosure requirements regarding projects in which it participates and accordingly agrees<br>that the Subscriber shall not be prevented from disclosing information: |
|---|---|
| (i) | in accordance with any treaty or document of a similar nature binding on the Subscriber or pursuant to<br>any agreement into which it entered in order to implement any law, regulation or treaty or binding document of a similar nature; |
| --- | --- |
| (ii) | to the members of the EIB Group, the European Commission, the European Court of Auditors, the European<br>Anti-Fraud Office (OLAF) and/or the European Public Prosecutor’s Office (EPPO); |
| --- | --- |
| (iii) | to Member States of the European Union (including their representatives) or committees set up by the European<br>Commission and/or Member States under any mandate under which the Subscriber operates, in order to obtain any opinion, consent, or waiver<br>required in connection with the financing of the Company; |
| --- | --- |
| (iv) | to whom information is required to be disclosed in connection with and for the purposes of any litigation,<br>arbitration, administrative or other investigations, proceedings or disputes; |
| --- | --- |
| (v) | in order to protect the Subscriber’s interests in the course of any legal or arbitration proceedings to<br>which the Subscriber is a party; and |
| --- | --- |
| (vi) | in accordance with the Bank’s transparency policy and anti-fraud policy (as published on the Bank’s<br>website (www.eib.org)). |
| --- | --- |
| 11. | Inside Information |
| --- | --- |
| 11.1 | The Company shall (and shall procure that each of its Connected Persons) notify the Subscriber in writing<br>each time that it (or any of its Connected Persons) provides the Subscriber with any information which the Company considers to be Inside<br>Information. |
| --- | --- |
| 11.2 | The Company shall (and shall procure that each of its Connected Persons shall) also promptly inform the<br>Subscriber in writing on each occasion that it considers that any Inside Information previously disclosed to the Subscriber has changed<br>or has ceased to be Inside Information or has been publicly disclosed. |
| --- | --- |
| 11.3 | In the absence of any such notifications, the Company (and each of its Connected Persons) will be deemed<br>to represent to the Subscriber on a daily basis that any information (whether confidential or otherwise) provided by the Company (or any<br>of its Connected Persons) does not constitute Inside Information. |
| --- | --- |
| 11.4 | Where the Company (or any of its Connected Persons) has provided Inside Information to the Subscriber<br>in connection with this Agreement (in particular during an Exercise Period ((as defined in Part 1 (Terms and Conditions of Warrants)<br>of Schedule 5 (Warrants Terms and Conditions)), it shall ensure the public disclosure of such information at the same time, in<br>a manner complying with MAR and any other applicable French law and regulations, save where and to the extent that the Company has, on<br>its own responsibility, exercised its right to delay the disclosure to the public of the relevant information, pursuant to and in accordance<br>with MAR and any other applicable French laws and regulations (in which case the Subscriber would also be bound in the same terms as the<br>Company pursuant to MAR and any other applicable French law and regulations). |
| --- | --- |
| 12. | Notices |
| --- | --- |
| 12.1 | Form of notice |
| --- | --- |
| (a) | Any notice or other communication given under this Agreement must be in writing and, unless otherwise<br>stated, may be made by letter and/or electronic mail. |
| --- | --- |
| (b) | Notices and other communications for which fixed periods are laid down in this Agreement or which themselves<br>fix periods binding on the addressee, may be made by hand delivery, registered letter or by electronic mail. Such notices and communications<br>shall be deemed to have been received by the other party: |
| --- | --- |
| (i) | on the date of delivery in relation to a hand-delivered or registered letter; |
| --- | --- |
- 10 -
| (ii) | in the case of any electronic mail sent by the Company to the Subscriber, only when actually received<br>in readable form and only if it is addressed in such a manner as the Subscriber shall specify for this purpose, or |
|---|---|
| (iii) | in the case of any electronic mail sent by the Subscriber to the Company, when the electronic mail is<br>sent, provided that no failed delivery message has been received. |
| --- | --- |
| (iv) | Any notice provided by the Company to the Subscriber by e-mail shall be in the form of a non-editable<br>electronic image (pdf, tif or other common non-editable file format agreed between the Parties) of the notice signed by one or more authorised<br>signatories of the Company as appropriate, attached to the e-mail. |
| --- | --- |
| (c) | Notices issued by the Company pursuant to any provision of this Agreement shall, where required by the<br>Subscriber, be delivered to the Subscriber together with satisfactory evidence of the authority of the person or persons authorised to<br>sign such notice on behalf of the Company and the authenticated specimen signature of such person or persons. |
| --- | --- |
| (d) | The Parties agree that any above communication (including via electronic mail) is an accepted form of<br>communication, shall constitute admissible evidence in court and shall have the same evidential value as an agreement under hand (sousseing privé). |
| --- | --- |
| 12.2 | Addresses |
| --- | --- |
The address and electronic mail address (and the department or officer, if any, for whose attention the communication is to be made) of each party for any communication to be made or document to be delivered under or in connection with this Agreement is:
| For the Subscriber | Attention: PMM/TM/EGC/LSB<br><br> <br>100, boulevard Konrad Adenauer<br><br> <br>L-2950 Luxembourg<br><br> <br>Email address:<br><br> <br><br><br> <br>With a copy to:<br><br> <br>Linklaters LLP<br><br> <br>25 rue de Marignan, 75008 Paris<br><br> <br>Attn: Bertrand Andriani and Mehdi Boumedine<br><br> <br>Email: |
|---|---|
| For the Company | Attention: Départements Finance &<br> Legal<br><br> <br>50 rue de Dijon<br><br> <br>21121 Daix<br><br> <br>France<br><br> <br>Email address:<br><br> <br><br><br> <br>With a copy to:<br><br> <br>Gide Loyrette Nouel A.A.R.P.I.<br><br> <br>15 rue de Laborde, 75008 Paris<br><br> <br>Attn: Arnaud Duhamel and Aude-Laurène<br> Dourdain<br><br> <br>Email: |
| 12.3 | Demand after notice to remedy |
| --- | --- |
The Subscriber and the Company shall promptly notify the other party(ies) in writing of any change in their respective communication details.
| 13. | Costs |
|---|
Unless otherwise agreed in writing with the Subscriber, the Company shall bear its own costs and expenses and the Subscriber’s reasonable and duly documented costs and expenses (including legal, accountancy and other advisers and any exchange charges with prior information of the Company related to such costs) necessary for the preservation of its rights in relation to the preparation, negotiation, execution, implementation, enforcement and termination of this Agreement (including each Subscription Form) or any ancillary documents, any amendment, supplement or waiver in respect of this Agreement or any ancillary document.
- 11 -
| 14. | Taxes, duties and fees |
|---|---|
| 14.1 | The Company shall pay all Taxes, duties, fees and other impositions of whatsoever nature, including stamp<br>duty and registration fees, arising out of the execution or implementation of this Agreement or any ancillary document. |
| --- | --- |
| 14.2 | The Company shall pay all amounts due under this Agreement gross without any withholding or deduction<br>of any national or local impositions whatsoever, provided that if the Company is required by law or an agreement with a governmental authority<br>or otherwise to make any such withholding or deduction, it will gross up the payment to the Subscriber so that after withholding or deduction,<br>the net amount received by the Subscriber is equivalent to the sum due. |
| --- | --- |
| 15. | Currency |
| --- | --- |
Payments to be made by the Company shall be made in EUR, unless otherwise agreed in writing with the Subscriber.
| 16. | Set off |
|---|---|
| 16.1 | All payments to be made by the Company under this Agreement shall be calculated and be made without (and<br>free and clear of any deduction for) set off or counterclaim (except the payment of the Arrangement Fee by set-off against the Subscription<br>Price for each relevant Warrant). |
| --- | --- |
| 16.2 | The Warrantholder may set off any due and payable obligation due from the Company (to the extent beneficially<br>owned by the Warrantholder) against any due and payable obligation owed by the Warrantholder to the Company, regardless of the place of<br>payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Warrantholder may convert<br>either obligation at a market rate of exchange in its usual course of business for the purpose of the set off. |
| --- | --- |
| 17. | Variation, Waiver and Rights and Remedies |
| --- | --- |
| 17.1 | No amendment of this Agreement shall be effective unless in writing and signed by duly authorised representatives<br>of all Parties. |
| --- | --- |
| 17.2 | Except in the circumstances provided by this Agreement, failure to exercise, or a delay in exercising,<br>a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights<br>or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents the further exercise of<br>the right or remedy or the exercise of another right or remedy. A waiver of a breach of this Agreement does not constitute a waiver of<br>a subsequent or prior breach of this Agreement. |
| --- | --- |
| 17.3 | Except as provided otherwise herein, no waiver shall be effective unless given in writing and signed by<br>a duly authorised representative of the Party giving the waiver. |
| --- | --- |
| 17.4 | The rights and remedies provided by this Agreement are cumulative and do not exclude any rights and remedies<br>provided by law. |
| --- | --- |
| 18. | entire agreement |
| --- | --- |
| 18.1 | This Agreement together with any other documents referred to in this Agreement shall constitute the entire<br>and only agreement between the Parties. Consequently, this Agreement supersedes any contract, agreement, exchange of letters or verbal<br>agreement relating to the transactions contemplated under this Agreement and that might have been entered into between the Parties prior<br>to the date of this Agreement. |
| --- | --- |
- 12 -
| 18.2 | Each of the Parties acknowledges to the others (and will execute this Agreement in reliance upon such<br>acknowledgement) that it has not been induced to enter into any such documents by, nor relied upon, any representation or warranty other<br>than the representations and warranties contained in this Agreement |
|---|---|
| 18.3 | Without prejudice to the provisions of this Agreement, each Party irrevocably: |
| --- | --- |
| (a) | waives any right it may have under articles 1186 and 1187 of the French Code civil to claim that this<br>Agreement has lapsed as a result of any other contract contributing to the completion of the transactions contemplated hereunder having<br>terminated, lapsed or being ineffective for any reason whatsoever; and |
| --- | --- |
| (b) | waives any right it may have under article 1195 of the French Code civil and assumes any risk which may<br>arise from any of the unforeseeable circumstances referred to under such article. |
| --- | --- |
| 19. | Effect of Completion |
| --- | --- |
Each obligation under this Agreement which has not been fully performed by Completion remains in force after such Completion.
| 20. | Invalidity |
|---|---|
| 20.1 | If any provision in this Agreement is held to be illegal, invalid or unenforceable, in whole or in part,<br>under any applicable Law, then such provision or part of it shall be deemed not to form part of this Agreement, and the legality, validity<br>or enforceability of the remainder of this agreement shall not be affected. |
| --- | --- |
| 20.2 | In such case, each Party shall use its best efforts to immediately negotiate in good faith a valid replacement<br>provision that is as close as possible to the original intention of the Parties and has the same or as similar as possible economic effect. |
| --- | --- |
| 21. | Governing Law and Jurisdiction |
| --- | --- |
This Agreement shall be governed by, interpreted and enforced in accordance with, the laws of France, and the Parties irrevocably submit to the exclusive jurisdiction of the Paris Courts for the purposes of hearing and determining any disputes arising hereunder.
| 22. | Electronic Signature |
|---|---|
| 22.1 | This Agreement is signed by the Parties electronically, in accordance with the first sentence of the second<br>paragraph of Article 1367 of the French Code civil, by means of an electronic signature creation device provided by Docusign, and<br>constitutes an act in electronic form in accordance with Article 1366 of the French Code civil. |
| --- | --- |
| 22.2 | Each Party represents as far as it is concerned that, when using the electronic signature creation device<br>provided by Docusign, the functions Collaboration and Drawing & Text, and any other similar feature that would enable any modification<br>of the document once electronically signed by a Party, have been turned off and have not been used. |
| --- | --- |
| 22.3 | The Parties acknowledge that the electronic signature creation device provided by Docusign allows each<br>Party to be in possession or have access to a copy of this Agreement in a durable medium, in accordance with Article 1375 of the<br>French Code civil. |
| --- | --- |
| 22.4 | Each Party shall be responsible for keeping an electronically signed copy of this Agreement. |
| --- | --- |
| 22.5 | The Parties agree that the electronic signature of this Agreement by means of the electronic signature<br>creation device provided by Docusign, whether qualified or advanced, shall benefit from the same presumption of reliability as is the<br>case when a qualified electronic signature within the meaning of the last sentence of the second paragraph of article 1367 of the French<br>Code civil is used. Accordingly, if a Party denies the electronic signature made on its behalf, the burden of proof of a misuse of signature<br>before the competent court will exclusively be on such Party in accordance with the principle set forth in article 288-1 of the French<br>Code civil of Civil Procedure. |
| --- | --- |
- 13 -
| 22.6 | Each Party agrees that the provisions of this Clause shall apply mutatis mutandis to any other<br>agreement or document executed pursuant to this Agreement if such agreement or document is signed electronically by means of the electronic<br>signature creation device provided by Docusign. |
|---|
[Signature page to follow]
- 14 -
Executed electronically on [·] 2026.
| Signed for and on behalf of EUROPEAN INVESTMENT BANK | |
|---|---|
| By: [·] | |
| Title: [·] | |
| Signed for and on behalf of<br> INVENTIVA S.A. | |
| By: [·] | |
| Title: [·] |
- 15 -
Schedule1
The Company
| Company name: | INVENTIVA |
|---|---|
| Legal form: | Société anonyme à conseil d’administration |
| Registered address: | 50, rue de Dijon<br><br>21121 Daix<br><br>France |
| Registration number: | 537 530 255 R.C.S. Dijon |
| Country of incorporation: | France |
| Issued share capital: | EUR 2,090,074.75 (209,007,475 Shares of EUR 0.01 each) |
| Chairman (Président): | Mr. Mark Pruzanski |
| Chief Executive Officer (Directeur Général): | Mr. Andrew Obenshain |
| Directors: | - Mr. Mark<br> Pruzanski<br><br> <br>- Mr. SASU<br> CELL +, represented by Mrs. Annick Schwebig<br><br> <br>- Mr. Srinivas<br> AkkarajuMr. André Turenne<br><br> <br>- Mr. Heinz<br> Maeusli<br><br> <br>- Mrs. Renée<br> Aguiar Lucander |
- 16 -
Schedule2
Signing, Issuance and Completion obligations
Part 1
Signing obligations
| Company’s obligations | |
|---|---|
| The Company must ensure that the following items are delivered to the Subscriber: | |
| (a) | Company’s Corporate Authority – evidence satisfactory to the Subscriber of the capacity and authority of each person executing a document referred to in this Agreement on behalf of the Company, which shall be an extrait Kbis of the Company with the names of the corporate officers of the Company plus, as the case may be, copy of any power of attorney from any of those corporate officers to another person. |
| (b) | Company’s Signing Approval – evidence<br> satisfactory to the Subscriber of the approval of the Transaction by the Company’s authorised corporate bodies, i.e.:<br><br> <br>(i) a<br> certified copy of the resolutions of the competent body (general meeting of shareholders, resolutions of the board of directors and decision<br> of the Chief Executive Officer, as the case may be) of the Company:<br><br> <br>a. duly<br> authorising the execution of the Agreement and duly authorising the relevant signatories to execute the Agreement;<br><br> <br>b. approving<br> the issuance of the Warrants by the Company; and<br><br> <br>c. resolving<br> to reserve the issuance of the Warrants to the Subscriber.<br><br> <br>(ii) a<br> certified copy of each report issued by the statutory auditors in relation to the issuance of the Warrants. |
| (c) | Agreement – a PDF copy of this Agreement, duly executed by the Company. |
| Subscriber’s obligations | |
| --- | |
| The Subscriber must ensure that a PDF copy of this Agreement duly executed by the Subscriber is delivered to the Company. |
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Part 2
Issuance obligations
| Company’s obligations |
|---|
| The Company must ensure that, unless already delivered pursuant to Part 1 (Signing obligations) of Schedule 2 (Signing, Issuance and Completion obligations) above, a certified copy of the resolution of the board of directors of the Company and a decision of the Chief Executive Officer, as the case may be, deciding to issue the Warrants to the Subscriber is delivered to the Subscriber on or prior to the Issuance Date. |
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Part 3
Completion obligations
| Subscriber’s obligations |
|---|
| The Subscriber must, by close of business (Paris<br> Time) on the Completion Date, ensure that:<br><br> <br>(i) a<br> Subscription Form substantially in the form set out in Part 2 (Subscription form of Warrants) of Schedule 5 (Warrants Terms and Conditions) duly signed by the Subscriber is sent to the Company;<br><br> <br>(ii) the<br> Subscription Price due by the Subscriber shall be deemed to be duly paid by way of set-off against the receivable owned by the Subscriber<br> against the Company under the Arrangement Fee, which is valid, due and payable. |
| Company’s initial completion obligation |
| --- |
| The Company must, as soon as reasonably practicable on the Completion Date, ensure that a certificate substantially in the form set out in Schedule 3 (Company Certificate) duly signed by its authorised representative is provided to the Subscriber. |
| Company’s obligations |
| --- |
| The Company must ensure that the following items<br> are delivered to the Subscriber on the Completion Date:<br><br> <br>(i) A<br> copy of the Company’s board of directors minutes or Chief Executive Officer’s decision acknowledging the amount of receivable held by<br> the Subscriber as part of the Arrangement Fee.<br><br> <br>(ii) A<br> copy of the report issued by the Company’s statutory auditors certifying the amount of receivable held by the Subscriber as part of the<br> Arrangement Fee and to be set off against the Warrants’ subscription price.<br><br> <br>(iii) A<br> copy of a certificate issued by the Company’s statutory auditors evidencing the subscription to the Warrants by the Subscriber by<br> way of set off of the Subscription Price against the Arrangement Fee.<br><br> <br>(iv) A<br> copy of the Company’s board of directors minutes or the Chief Executive Officer’s decision acknowledging the subscription to the Warrants<br> by the Subscriber.<br><br> <br>(v) The<br> certificate of registration (attestation d’inscription en compte) of the Warrants in the Register showing that the Warrants have<br> been issued and credited to the Subscriber’s account. |
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Schedule3
Company Certificate
[on the Company’s letterhead]
From: Inventiva S.A.
To: European Investment Bank
The undersigned, Inventiva, a sociétéanonyme à conseil d’administration organized under the laws of France, having its registered office at 50, rue de Dijon, 21121 Daix, France and registered with the Registry of Commerce and Companies of Dijon under number 537 530 255, represented by [_____], duly authorised,
Declares, after due inquiry, that, on the date hereof, the Company did not reveal any Inside Information to the Subscriber, save where under the MAR, the Company can delay the disclosure to the market of the relevant information.
Capitalized terms not defined herein shall have the meaning ascribed to them in the Subscription Agreement entered into between European Investment Bank and Inventiva S.A. on [·].
Done in [_____], in two originals, one being kept by the signatory who acknowledges it,
On [Completion Date]
| Inventiva S.A. | |
| By: | |
| Title: |
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Schedule4
Company Warranties
| 1. | Enforceability of the Agreement |
|---|
The Company:
| (i) | has the right, power and authority to enter into and perform its obligations under this Agreement and<br>the other documents to be executed by it pursuant to this Agreement; and |
|---|---|
| (ii) | has obtained or will obtain all necessary authorisations, consents and approvals to authorise the execution<br>of, and performance by it of, its obligations under the Agreement. |
| --- | --- |
This Agreement constitutes obligations binding on the Company in accordance with its terms.
Except as expressly provided for in this Agreement, no approval, waiver, registration, consultation or notification is required to be obtained or made by the Company in connection with the execution, performance or enforceability of the Agreement entered into or to be entered into by it.
Neither the execution by the Company of the Agreement and the other documents to be executed by it pursuant to this Agreement nor the performance by the Company of any of its obligations under the Agreement violates or conflicts or will violate or conflict with:
| (i) | any provision of its constitutional documents; |
|---|---|
| (ii) | any law or regulation to which the Company is subject; |
| --- | --- |
| (iii) | any provision in an agreement or instrument which is binding on it; or |
| --- | --- |
| (iv) | to the best of the Company’s knowledge, any order or judgement of a court, tribunal or governmental or<br>regulatory body which is binding on it. |
| --- | --- |
| 2. | Existence of the Company - Share capital |
| --- | --- |
The Company is properly incorporated and validly existing under the laws of France and its Subsidiaries are properly incorporated and validly existing under the laws of the respective countries in which they are incorporated. The Company and its Subsidiaries have all requisite corporate powers and authority to own their assets and to conduct the business carried on by them.
The Company is not insolvent nor unable to pay its debts as they fall due (en état de cessation des paiements), nor is subject to any proceedings in relation to any compromise or arrangements with creditors or any winding up, bankruptcy or other insolvency proceedings, including any proceedings with a view to the prevention or resolution of business difficulties, nor to any judgment or dissolution, liquidation, bankruptcy or receivership.
The Existing Shares, which comprise the whole of the issued share capital of the Company as at the Signing Date (not including any new shares of the Company which may be issued upon the exercise of outstanding stock options, the warrants, bons de souscription de parts de créateur d’entreprise (BSPCE), pre-funded warrants (PFW) or upon the definitive acquisition of free shares granted to employees of the Company or of its Subsidiaries, as the case may be), have been properly issued and credited to the shareholders’ account and are fully paid or credited as fully paid. As of today, the share capital of the Company is listed on the regulated market of Euronext in Paris (ISIN: FR0013233012) and American Depositary Shares issued in relation to the shares issued by the Company are registered with the Nasdaq market. The Warrants will be free of any Encumbrances, including the pre-emptive rights of the Company’s shareholders.
As of the Signing Date, the Completion Date and the Issuance Date, the ordinary shares are the only class of shares issued by the Company.
As of the Issuance Date, the Warrants shall have been properly issued and credited to the Bank’s securityholder’s account.
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The Company is not at present undertaking any re-organisation or merger or exchange of its Shares with or contribution of its Shares to any other company or otherwise changing its capital structure, except for the transactions that are mentioned in this Agreement.
| 3. | Sanctions |
|---|
No funds invested in the Company or in a Subsidiary are of illicit origin, including products of money laundering or linked to the financing of terrorism. The origin and source of the funds used by the Company to satisfy its payments obligations under the transactions contemplated in this Agreement is legal and does not come from an activity that is contrary to applicable laws relating to the fight against money laundering, financing of terrorism and Sanctions regulations and the Company is in compliance with all such applicable Laws. The Company shall promptly inform the Bank if at any time it becomes aware of the illicit origin of any such funds.
The Company shall not, directly or indirectly:
| (i) | enter into a business relationship with, and/or make any funds and/or economic resources available to,<br>or for the benefit of, any Sanctioned Person, or |
|---|---|
| (ii) | use all or part of the proceeds of the Bank’s investment in the Company or lend, contribute or otherwise<br>make available such proceeds to any person in any manner that would result in a breach by itself and/or by the Bank of any Sanctions;<br>or |
| --- | --- |
| (iii) | fund all or part of any payment to the Bank in connection with the Bank’s investment in the Company<br>out of proceeds derived from activities or businesses with a Sanctioned Person, a person in breach of the Sanctions or in any manner that<br>would result in a breach by itself and/or by the Bank of any Sanctions. |
| --- | --- |
The Company and its Subsidiaries are in compliance with all applicable European Union and national legislation, regarding Illegal Activities.
The Company and its Subsidiaries are not engaged in any Illegal Activities and to the best of its knowledge no Illegal Activities have occurred in connection with the Company and its Subsidiaries.
The Company is not a Sanctioned Person and is not in breach of any Sanctions.
| 4. | Public disclosure |
|---|
The Company complies with French and European Union securities legislation and regulations, including MAR, applicable to it in relation to the disclosure of information as of the date of its public disclosure or the date it should have been disclosed to the public (save where under the MAR, the Company can delay the disclosure to the market of the relevant information), as applicable.
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Schedule5
Warrants Terms and Conditions
Part 1
Terms and Conditions of Warrants
| 1. | Issuance |
|---|
The Company has decided/will decide to issue and the Subscriber has decided/will decide to subscribe for Warrants on the Completion Date which shall be exercisable in accordance with clause 3.4 below.
The Warrants shall be governed by articles L. 228-91 and seq. of the French Commercial Code and by the Terms and Conditions as set forth below.
| 2. | Definitions |
|---|---|
| 2.1 | In the Terms and Conditions, the following<br> terms and expressions shall have the meaning ascribed to them below: |
| --- | --- |
“Agreement” means the subscription agreement for warrants dated [·] 2026 entered into between the Subscriber and the Company and any Schedule to it, including these terms and conditions;
“Bank” means the EIB;
“Business Day” means a day (other than a Saturday or Sunday) on which the Bank and commercial banks are open for general business in France and in Grand Duchy of Luxembourg;
“Control” means the power to direct the management and policies of an entity, whether through the ownership of voting capital, by contract or otherwise and, for the avoidance of doubt, owning more than 50% (fifty per cent.) of the shares of an entity would constitute Control, and “Controlling” and “Controlled” shall be construed accordingly;
“Company” means Inventiva, a société anonyme à conseil d’administration, organized under French law, having its registered office at 50, rue de Dijon, 21121 Daix, France, registered with the Trade and Companies Register of Dijon under number 537 530 255;
“Completion” means, with respect to the Warrants, the date of the effective Subscription by the Subscriber, i.e., full payment of the Subscription Price of the corresponding Warrants by the Subscriber pursuant to Clause 2 (Subscription) and delivery by the Subscriber of its Subscription Form pursuant to its obligations set out in Part 3 (Completion obligations) of Schedule 2 (Signing, Issuanceand Completion obligations);
“Completion Date” means the date on which Completion has occurred;
“EIB” means the European Investment Bank, created pursuant to the Treaty on the Functioning of the European Union, whose registered office is at 98-100, boulevard Konrad Adenauer, L-2950 Luxembourg, Grand-Duchy of Luxembourg;
“Exercise Period“ has the meaning ascribed to it in Clause 3.4 (Exercise Period and Exercise Price);
“Exercise Price” has the meaning ascribed to it in Clause 3.4 (Exercise Period and Exercise Price);
“Exercise Notice” has the meaning ascribed to it in Clause 3.4 (Exercise Period and Exercise Price);
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“Exercise Ratio” has the meaning ascribed to it in Clause 3.2 (Exercise ratio);
[“Existing Shares” means the 209,007,475 (two hundred nine million seven thousand four hundred seventy-five) issued and outstanding shares of EUR 0.01 per value each in the share capital of the Company, making up the entire issued share capital of the Company as of the Signing Date and composed of 209,007,475 (two hundred nine million seven thousand four hundred seventy-five) Ordinary Shares;] [Noteto draft: to be updated, as the case may be, at signing]
“Expiration Date” means 4 January 2036, which is the date on which the Warrants will expire;
“Group Company” means the Company and its Subsidiaries;
“Issuance” means, in respect of the Warrants, the issue of the corresponding Warrants;
“Issuance Date” means, in respect of the Warrants, the date on which the Issuance of the Warrants shall occur;
“Lock-up Period” has the meaning ascribed to it in Clause 3.4 (Exercise Period and Exercise Price);
“Masse” has the meaning ascribed to it in Clause 5 (Representations of the Warrantholder);
“Masse Representative” has the meaning ascribed to it in Clause 5 (Representations of the Warrantholder);
“New Shares” has the meaning ascribed to it in Clause 3.2 (Exercise ratio);
“Ordinary Shares” means the ordinary shares of the Company;
“Related Transferee” means the European Investment Fund (EIF) or any institution of the European Union and any vehicle or similar entity controlled by the EIB, the EIF or any institution of the European Union;
“Securities” means any valeur mobilière 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, subscription rights attached to shares or to such securities and any right whatsoever to receive Shares or such securities;
“Shares” means (i) the Existing Shares, as well as (ii) any new share to be issued by the Company from time-to-time (including upon exercise of the Warrants);
“Signing Date” means the signing date of the subscription agreement for warrants entered into between the Subscriber and the Company;
“Subscription” means, in respect of the Warrants, the subscription of all the corresponding Warrants;
“Subscription Form” means a subscription form substantially in the form set out in Part 2 (Subscription form of Warrants) of this Schedule 5 (Warrants Terms and Conditions);
“Subsidiary” means an entity of which the Company has direct or indirect Control;
“Subscription Price” means the total amount of EUR 0.01 per Warrant;
“Terms and Conditions” means the terms and conditions of the Warrants set out in Part 1 (Terms and Conditions of Warrants) of this Schedule 5 (WarrantsTerms and Conditions);
“Warrantholder” means any holder of Warrants; and
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“Warrants” means, together, the warrants to be issued pursuant to this Agreement and any additional warrants issued by the Company and subscribed by the Subscriber in accordance with the terms of the Agreement, such Warrants being governed by the Terms and Conditions.
| 2.2 | In the Terms and Conditions: |
|---|---|
| (a) | References to any document are references<br> to that document as amended, consolidated, supplemented, novated or replaced from time to<br> time; |
| --- | --- |
| (b) | References to Clause are to a clause of<br> the Terms and Conditions; |
| --- | --- |
| (c) | Headings are inserted for convenience<br> only and shall not affect the construction of the Terms and Conditions; |
| --- | --- |
| (d) | References to a “person“<br> or “persons” shall include any individual, any form of body corporate wherever<br> incorporated or situated, unincorporated association, firm, partnership, joint venture, consortium,<br> association, institution, organization or trust (in each case whether or not having a separate<br> legal personality); |
| --- | --- |
| (e) | A person includes a reference to that<br> person’s legal personal representatives, trustees in bankruptcy and successors; |
| --- | --- |
| (f) | References to “EUR” shall<br> mean euros; and |
| --- | --- |
| (g) | All references to “trading days”<br> shall be construed as references to the days on which the stock exchange on which the Shares<br> are listed is open for trading. |
| --- | --- |
| 3. | Issuance and form of the Warrants |
| --- | --- |
| 3.1 Number<br> of Warrants and Subscription Price | Each Warrant giving right to subscribe to,<br> subject to the provisions of Clause 3.6 (Adjustment in case of change of the structure of the share capital of the company)<br> below, 1 (one) Ordinary Share of the Company.<br><br> <br><br><br> <br>The Subscription Price of EUR 0.01 per<br> Warrant shall be paid upon subscription of each Warrant by way of set off against a valid, due and payable receivable under the relevant<br> Arrangement Fee.<br><br> <br><br><br> <br>At Completion, the corresponding Warrants<br> shall be deemed subscribed upon receipt by the Company of (i) a Subscription Form substantially in the form set out in<br> Part 2 Schedule 5 (Subscription form of Warrants) duly signed by the Subscriber, and (ii) issuance of a certificate<br> by the Company’s statutory auditors evidencing the subscription to the Warrants by the Subscriber by way of set-off of the<br> Subscription Price against the Arrangement Fee. |
| --- | --- |
| 3.2 Exercise<br> ratio | Each Warrant shall entitle its Warrantholder<br> (which may be substituted by any other person designated by such Warrantholder in the relevant Exercise Notice), to subscribe in<br> cash (including for the avoidance of doubt, by way of set off against valid, due and payable receivables against the Company) to,<br> subject to the conditions set forth herein (in particular, subject to any adjustment in accordance with Clause 3.6 (Adjustment in case of change of structure of the share capital of the company)), one (1) Ordinary Share, in consideration for the Exercise<br> Price (respectively, a “New Share” and the “Exercise Ratio”). |
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| The<br> number of New Shares to which each Warrant gives the right to subscribe shall be as the case<br> may be adjusted (i.e. through the adjustment of the Exercise Ratio) in accordance with the<br> provisions of Clause 3.6 (Adjustment in case of change of structure of the share capital of the company).<br><br><br><br><br><br><br><br>The exercise of Warrants may only result in the<br>Subscription of a whole number of New Shares.<br><br><br><br><br><br><br><br>When a Warrantholder exercises its Warrants and<br>the corresponding number of New Shares would not be a whole number, that Warrantholder may either request to subscribe for:<br><br><br><br><br><br><br><br>a) the<br>whole number of New Shares immediately lower than such number, in which case the Company shall pay to that Warrantholder a sum in cash<br>equal to the Subscription Price of one New Share multiplied by the relevant fraction of New Share (rompu); or<br><br><br><br><br><br><br><br>b) the<br>whole number of New Shares immediately greater than such number, in which case that Warrantholder shall pay to the Company a sum in cash<br>equal to the Subscription Price of one New Share multiplied by the additional fraction of New Share so requested.<br><br><br><br><br><br><br><br>Where the Warrantholder does not indicate the option they want to<br>pursue, the number of Shares immediately inferior plus a payment in cash as described above will be issued. | |
|---|---|
| 3.3 Rights<br> attached to the New Shares | The<br> New Shares resulting from the exercise of the Warrants shall be issued with the same rights as all existing Ordinary Shares. |
| 3.4 Exercise<br> Period and Exercise Price | A. Exercise Period<br><br> <br>****<br><br> <br>The Warrants will not be exercisable for<br> a period of ninety (90) calendar days following 1 June 2026 (the “Lock-up Period”).<br><br> <br><br><br> <br>Following the expiration of the Lock-up Period,<br> the Warrants will be exercisable at any time until the Expiration Date (the “Exercise Period”).<br><br> <br><br><br> <br>If not duly exercised during the Exercise<br> Period, the right to exercise the Warrants shall automatically lapse and the Warrants shall be deemed automatically null and void<br> and irrevocably cease to be exercisable.<br><br> <br><br><br> <br>In order to exercise its Warrants, the Warrantholder<br> shall deliver by registered mail or express courier service at the registered office of the Company or by email in accordance with<br> Paragraph 7 (Notices) below, an exercise notice substantially in the form set out in Part 3 (Form of Exercise Notice) of Schedule 5 (Warrants Terms and Conditions) (the “Exercise Notice”).<br><br> <br><br><br> <br>The Exercise Notice shall be sent within<br> the relevant Exercise Period and the total Exercise Price of all relevant Warrants so exercised shall be paid within three (3) Business<br> Days by the relevant Warrantholder or by any other person designated by the relevant Warrantholder in the Exercise Notice, to the<br> Company. |
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| B. Exercise Price<br><br><br><br>****<br><br><br><br>The exercise price means, with respect to a Warrant,<br>the consideration to be paid by its Warrantholder (or by any other person designated by such Warrantholder in the relevant Exercise Notice)<br>following exercise of such Warrant to subscribe to the New Share(s) to be issued by the Company following exercise of such Warrant,<br>determined in accordance with the following provisions (the “Exercise Price”).<br><br><br><br><br><br><br><br>The Exercise Price of one Warrant shall be equal to EUR 0.01, which<br>shall be paid in accordance with the foregoing. | |
|---|---|
| 3.5 Transferability<br> of the Warrants | Between the Issuance Date and the start of<br> the Exercise Period, the Warrants may only be transferred by the Warrantholder in such context:<br><br> <br><br><br> <br>a) With<br> the prior written consent of the Company; or<br><br> <br><br><br> <br>b) In<br> case of a transfer to a Related Transferee (together with all its rights and obligations under these Terms and Conditions).<br><br> <br><br><br> <br>Following the expiry of such above-mentioned<br> period, the Warrants will be freely transferable by the Warrantholder. |
| 3.6 Adjustment<br> in case of change to the structure of the share capital of the Company | Pursuant<br> to articles L. 228-98 and L. 228-99 al 2, 3° of the French Commercial Code, the Exercise Ratio shall be adjusted as provided<br> in Part 4 of Schedule 5 (Warrants Terms and Conditions). |
| 3.7 Form of<br> the Warrants | Each<br> Warrant shall be in registered form (titres au nominatif) in compliance with articles L. 211-3 and L. 211-4 of the French<br> Code monétaire et financier. Each Warrant shall be registered in a specific securityholder’s account in the name of<br> the Subscriber in the Register, it being specified that such books may be held in electronic form. |
| 3.8 Default<br> interest | If the Company fails to pay any amount payable<br> by it under these Terms and Conditions on its due date, interest shall accrue to the full extent permitted by law and without prior<br> notice (mise en demeure) on any such overdue amount from the due date up to the date of actual payment (both before and after<br> judgment) at an annual rate equal to EURIBOR plus 2% (200 basis points) and shall be payable in accordance with the demand of the<br> Subscriber. For the purpose of determining EURIBOR in relation to this Clause 3.8 (Default interest), the relevant periods<br> within the meaning of Part 5 of Schedule 5 (Warrants Terms and Conditions) (Definition of EURIBOR) shall be successive<br> periods of one month commencing on the due date.<br><br> <br><br><br> <br>Without prejudice to the fact that it may<br> be due at any time, default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the request<br> of the Subscriber, provided that, within the meaning of article 1343-2 of the French Code civil, such interest is due for a period<br> of at least one year. |
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| 4. | Representation of the Warrantholders |
|---|
In accordance with article L. 228-103 of the French Commercial Code, the Warrantholders shall be grouped in a masse (the “Masse”) with legal status as provided by applicable law, provided there is more than one (1) Warrantholder.
The Masse shall be represented by a person (the “Masse Representative”) designated by the general assembly of the Warrantholders in compliance with applicable law.
The provisions in relation to the Masse, the Masse Representative and the general assembly of the Warrantholders under article L. 228-103 shall be applicable to the Warrants.
So long as the Warrants are held by one Warrantholder, such Warrantholder shall personally exercise the rights granted to the Masse Representative and the general assembly of the Warrantholders.
| 5. | Insolvency of the Company |
|---|
If insolvency proceedings (including sauvegarde, sauvegarde accélérée, or redressement judiciaire) are opened in respect of the Company, the timeframe for exercising the right to be awarded a portion of the share capital will be open from the time of the judgment approving the safeguard plan or continuation plan, at the option of the Warrantholder, and under the conditions set out in such plan, in accordance with article L. 228-106 of the French Commercial Code.
| 6. | Amendments |
|---|
The Company may not amend the Terms and Conditions, in any manner whatsoever, unless the prior consent of the Warrantholder on the proposed amendments is obtained by the Company and which may be subject to the approval of the shareholders. Notice of any such amendments shall be given to the Warrantholder in accordance with Clause 8 (Notices).
| 7. | Notices |
|---|---|
| 7.1 | Form of notice |
| --- | --- |
| (a) | Any notice or other communication given<br> under the Terms and Conditions must be in writing and, unless otherwise stated, may be made<br> by letter and/or electronic mail. |
| --- | --- |
| (b) | Notices and other communications for which<br> fixed periods are laid down in this Agreement or which themselves fix periods binding on<br> the addressee, may be made by hand delivery, registered letter or by electronic mail. Such<br> notices and communications shall be deemed to have been received by the other party: |
| --- | --- |
| (i) | on the date of delivery in relation to a<br> hand-delivered or registered letter; |
| --- | --- |
| (ii) | in the case of any electronic mail sent<br> by the Company to the Subscriber, only when actually received in readable form and only if<br> it is addressed in such a manner as the Subscriber shall specify for this purpose, or |
| --- | --- |
| (iii) | in the case of any electronic mail sent<br> by the Subscriber to the Company, when the electronic mail is sent, provided that no failed<br> delivery message has been received. |
| --- | --- |
| (c) | Any notice provided by one Party to the<br> other by e-mail shall: |
| --- | --- |
| (i) | mention the Agreement numbers in the subject<br> line; and |
| --- | --- |
| (ii) | be in the form of a non-editable electronic<br> image (pdf, tif or other common non-editable file format agreed between the parties) of the<br> notice signed by one or more authorised signatories of the Party as appropriate, attached<br> to the e-mail. |
| --- | --- |
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| (d) | Notices issued by one Party to the other<br> pursuant to any provision of the Terms and Conditions shall, where required by the receiving<br> Party, be delivered to the receiving Party together with satisfactory evidence of the authority<br> of the person or persons authorised to sign such notice on behalf of the Party and the authenticated<br> specimen signature of such person or persons. |
|---|---|
| (e) | The Parties agree that any above communication<br> (including via electronic mail) is an accepted form of communication, shall constitute admissible<br> evidence in court and shall have the same evidential value as an agreement under hand (sous seing privé). |
| --- | --- |
| 7.2 | Addresses |
| --- | --- |
The address and electronic mail address (and the department or officer, if any, for whose attention the communication is to be made) of each party for any communication to be made or document to be delivered under or in connection with the Terms and Conditions is:
| For<br> the Subscriber | Attention: PMM/TM/EGC/LSB<br><br> <br>100, boulevard Konrad Adenauer<br><br> <br>L-2950 Luxembourg<br><br> <br>Email address:<br><br> <br><br><br> <br>With a copy to:<br><br> <br>Linklaters LLP<br><br> <br>25 rue de Marignan, 75008 Paris<br><br> <br>Attn: Bertrand Andriani and Mehdi Boumedine<br><br> <br>Email: |
|---|---|
| For<br> the Company | Attention: Départements Finance &<br> Legal<br><br> <br>50 rue de Dijon<br><br> <br>21121 Daix<br><br> <br>France<br><br> <br>Email address:<br><br> <br><br><br> <br>With a copy to:<br><br> <br>Gide Loyrette Nouel A.A.R.P.I.<br><br> <br>15 rue de Laborde, 75008 Paris<br><br> <br>Attn: Arnaud Duhamel and Aude-Laurène<br> Dourdain<br><br> <br>Email: |
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Part 2
Subscription form of Warrants
INVENTIVA S.A.Société Anonyme with a share capital of EUR [·]Registered office: 50, rue de Dijon, 21121 Daix, France537 530 255 RCS Dijon
(the “Company”)
SUBSCRIPTION FORM
| 1. | Amount and conditions of the share capital increase |
|---|
By its decisions of [ ], the board of directors of the Company, acting upon delegation of the extraordinary shareholders’ general meeting of the Company held on [ ], decided the issuance of a maximum of [ ] Warrants, the terms and conditions of such Warrants being attached to this subscription form (the “Warrants”).
| 2. | Subscription |
|---|
We, the undersigned, acting in our capacities as duly authorised signatories of the European Investment Bank, after having acquainted ourselves with the terms and conditions of the issuance and exercise of the Warrants described in the documentation delivered to us and in the current subscription form,
Declare that the European Investment Bank hereby subscribes, for its behalf and on its own account, [ ] Warrants issued by the Company representing a total subscription price equal to EUR [ ] to be fully paid up against a valid, due and payable receivable (créance liquide et exigible) which it owns against the Company.
| 3. | Electronic Signature |
|---|
[This subscription form is signed electronically, with qualified signatures via the DocuSign electronic signature platform, in accordance with the provisions of regulation No. 910/2014/EU on electronic identification and trust services for electronic transactions in the internal market, known as the “eIDAS” regulation.]
Done in Luxembourg,
[In three (3) originals, two (2) being kept by the signatory who acknowledges it, / one (1) electronic copy]
On ______________________
| and | ||
|---|---|---|
| Name: | Name: | |
| Title: | Title: | |
| For and on behalf of: | For and on behalf of: | |
| European Investment Bank | Inventiva S.A. |
NB: the Subscriber shall add the following handwritten mention before his signature “Bon pour la souscription de Bons de Souscription d’Actions / Subscription of Warrants confirmed”
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Part 3
Form of Exercise Notice
From: [ ], [ ], (the “Warrantholder”)
To: Société Générale Securities Services, as Depositary
Cc: Inventiva S.A., as the Company
Re: Exercise Notice of Warrants
Dear Sirs
We refer to the terms and conditions of the Warrants issued by the Company on [ ] (the “Terms and Conditions”).
Unless otherwise defined in this letter, words and expressions defined in the Terms and Conditions have the same meaning when used in this letter.
We inform you of our intention to exercise [ ] Warrants on[ ] in accordance with the terms and procedures set out in the Terms and Conditions, giving right to receive [_________] New Shares from the Company.
[We also inform you that we shall be substituted by [name of the transferee] in the subscription of such [ ] New Shares and, accordingly, [name of the substitute] shall immediately receive such [ ] New Shares upon issuance.]^1^
The aggregate Exercise Price for the exercise of these [________] Tranche [A/B] Warrants amounts to [ ] (EUR [ ]) to be paid by [the Warrantholder]/[name of the substitute]^2^ in cash by wire transfer to the bank account of the Company or by way of offset against a valid, due and payable receivable owned by [the Warrantholder]/[name of the substitute]^3^ against the Company.
[Warrantholder]
| By: |
|---|
Name: [ ]
Title: [ ]
^1^ Note: only if the Warrantholder is substituted in the subscription of the New Shares.
^2^ Note: only if the Warrantholder is substituted in the subscription of the New Shares.
^3^ Note: only if the Warrantholder is substituted in the subscription of the New Shares.
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Part 4
A. Adjustment to the Exercise Ratio pursuantto articles L. 228-98 and L. 228-99 al 2, 3° of the French Commercial Code
The Exercise Price and/or the number of New Shares will be subject to adjustment from time to time according to mandatory legal requirements imposed by the French Commercial Code and in particular by articles L. 228-98 to L. 228-101 (with the exception of the provisions of Articles L. 228-99 1°) and L. 228-99 2°)) and articles R. 228-90 to R. 228-92 of this Code and to the Terms and Conditions.
In accordance with the provisions of article L. 228-98 of the French Commercial Code:
| (i) | the Company may freely alter its corporate<br> form or purpose without requiring the authorisation of the general meeting of the holders<br> of Warrants; |
|---|---|
| (ii) | the Company may, without requiring the authorisation<br> of the general meeting of the holders of Warrants, redeem its share capital or change its<br> profit distribution and/or issue preferred shares, provided that, as long as any Warrants<br> are outstanding, it takes the necessary measures to preserve rights of the holders of Warrants<br> pursuant to the provisions of article L. 228-99 of the French Commercial Code; and |
| --- | --- |
| (iii) | in the event of a reduction of the Company’s<br> share capital resulting from losses and realized through a decrease of the par value or of<br> the number of shares comprising its share capital, the rights of the holders of the Warrants<br> will be reduced accordingly, as if they had exercised them before the date such share capital<br> reduction occurred. In the event of a reduction of the Company’s share capital through<br> a decrease in the number of shares comprising its share capital, the new exercise ratio will<br> be equal to the product of the exercise ratio in effect prior to the reduction in the number<br> of shares multiplied by: |
| --- | --- |
| Number<br> of shares comprising the share capital after the reduction | |
| --- | |
| Number<br> of shares comprising the share capital prior to the reduction |
In accordance with article R. 228-92 of the French Commercial Code, if the Company decides to carry out an issuance, in whatever form, of new shares or securities giving access to the share capital with preferential subscription rights reserved to its shareholders, to distribute reserves, in cash or in kind, or paid in capital or to modify the allocation of profits through the creation of preferred shares, it will inform (to the extent required by applicable regulations) the holders of Warrants by registered letter with acknowledgment of receipt.
If the Company is absorbed by a company or merges with (fusions) one or several other companies to participate in the incorporation of a new entity, or proceed with a split (scission), the Warrantholders shall exercise their rights in the entity(ies) that is/are the beneficiary(ies) of the contributions in accordance with the provisions of Article L. 228-101 of the French Commercial Code.
B. Adjustments of the exercise ratio inthe case of financial transactions implemented by the Company
After completion of any of the following transactions and so long as any Warrants are outstanding:
| - | financial<br> transactions with listed preferential subscription rights or through the free distribution<br> of listed subscription warrants; |
|---|---|
| - | free<br> distribution of shares to shareholders, share split or reverse share split; |
| --- | --- |
| - | incorporation<br> into the share capital of reserves, profits or premiums through an increase of the par value<br> of the shares; |
| --- | --- |
| - | distribution<br> of reserves and of premiums in cash or in kind; |
| --- | --- |
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| - | free<br> distribution to the Company’s shareholders of any security other than the Company’s<br> shares; |
|---|---|
| - | merger<br> by acquisition (fusion par absorption), merger (fusion par création d’une nouvelle société), spin-off or division (scission) of the Company; |
| --- | --- |
| - | repurchase<br> by the Company of its own shares at a price higher than the stock market price; |
| --- | --- |
| - | change<br> in profit distribution and/or the creation of preferred shares; |
| --- | --- |
| - | redemption<br> of share capital; and |
| --- | --- |
| - | distribution<br> of extraordinary dividends, |
| --- | --- |
which the Company may carry out after the issuance of the Warrants, and whose Record Date (as defined below) occurs prior to the delivery date of the shares issued or delivered upon the exercise of the Warrants, the rights of the holders of the Warrants will be maintained up to but excluding the delivery date of the shares by means of an adjustment to the exercise ratio, in accordance with the provisions set out below.
The “Record Date” is the date on which the ownership of the shares of the Company is established in order to determine which shareholders to whom a distribution, attribution, or an allotment, announced or approved on or before such date, should be paid, delivered or carried out.
Such adjustment will be carried out so that, to the nearest hundredth of a share, the value of the shares that would have been delivered if the Warrants had been exercised immediately before the completion of any of the transactions mentioned above, is equal to the value of the shares to be delivered upon the exercise of the Warrants immediately after the completion of such a transaction.
In the event of adjustments carried out in accordance with paragraphs (a) to (j) below, the new exercise ratio will be calculated to two decimal places by rounding to the nearest thousandth (with 0.005 being rounded upwards to the nearest thousandth, i.e., 0.01). Any subsequent adjustments will be carried out on the basis of such newly calculated and rounded exercise ratio. However, because the Warrants may only result in the delivery of a whole number of shares, fractional entitlements will be settled as specified below in paragraph “Treatment of fractional entitlements”.
| (a) | In the event of a financial transaction with<br> listed preferential subscription rights, the new exercise ratio will be determined by multiplying<br> the exercise ratio in effect prior to the relevant transaction by the following ratio: |
|---|---|
| Price of the shares after detachment of preferential subscription rights<br><br> <br>+ Price of the preferential subscription rights | |
| --- | |
| Price of the shares after detachment of preferential subscription rights |
For the calculation of this ratio, the prices of the shares after detachment of the preferential subscription right and of the preferential subscription rights will be equal to the arithmetic mean of the opening prices quoted on Euronext Paris as reported by Bloomberg L.P. (or, in the absence of a listing on Euronext Paris, on any other regulated or similar market on which the Company’s shares or the preferential subscription rights are listed) during all trading days included in the subscription period during which the Shares and the subscriptions rights are simultaneously listed. If the shares are not listed anymore, the price of the shares shall be determined by an internationally recognised independent expert chosen by the Company and acceptable for the Subscriber and which expert shall at least have an office in Luxembourg and/or in France.
| (b) | In the event of financial transactions involving<br> a free distribution of listed subscription warrants to the shareholders with the corresponding<br> ability to sell the securities resulting from the exercise of warrants that were unexercised<br> by their holders at the end of the subscription period open to them, the new exercise ratio<br> will be equal to the product of the exercise ratio in effect prior to commencement of the<br> relevant transaction and the following ratio: |
|---|---|
| Price of the shares after detachment of warrants<br><br> <br>+ Price of the warrants | |
| --- | |
| Price of the shares after detachment of the warrants |
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For purposes of the calculation of this ratio:
| - | the<br> price of the shares after detachment of the warrant will be equal to the volume-weighted<br> average of (i) the share prices quoted on Euronext Paris (or, in the absence of a listing<br> on Euronext Paris, on any other regulated or similar market on which the shares are listed)<br> on each trading day (jour de bourse) during the subscription period, and (ii) (a) the<br> sale price of the securities sold in connection with the offering, if they are fungible with<br> the Company’s existing shares, applying the volume of shares sold in the offer to the<br> sale price, or (b) the Company’s share price quoted on Euronext Paris (or, in<br> the absence of a listing on Euronext Paris, on any other regulated or similar market on which<br> the shares and warrants are both listed) on the date the sale price of the securities sold<br> in the offering is set if such securities are not fungible with the Company’s existing<br> shares. If the shares are not listed anymore, the price of the shares shall be determined<br> by an internationally recognised independent expert chosen by the Company and acceptable<br> for the Subscriber and which expert shall at least have an office in Luxembourg and/or in<br> France; |
|---|---|
| - | the<br> price of the warrants will be determined on the basis of the volume-weighted average of (i) the<br> prices of the warrants quoted on Euronext Paris (or, in the absence of a listing on Euronext<br> Paris, on any other regulated or similar market on which the warrants are listed) on each<br> trading day (jour de bourse) during the subscription period, and (ii) the warrant’s<br> implicit value resulting from the sale price of the shares sold in the offering - which is<br> the difference (if positive), adjusted for the exercise ratio of the warrants, between the<br> sale price of securities sold in the offering and the subscription price of the securities<br> - applying to this determined price the volume corresponding to warrants exercised to allocate<br> the securities sold in the offering. If the warrants are not listed, the price of the warrants<br> shall be determined by an internationally recognised independent expert chosen by the Company<br> and acceptable for the Subscriber and which expert shall at least shall have an office in<br> Luxembourg and/or in France. |
| --- | --- |
| (c) | In the event of a distribution of free shares<br> to shareholders, or a share split or reverse share split, the exercise ratio will be determined<br> by multiplying the exercise ratio in effect prior to the commencement of the relevant transaction<br> by the following ratio: |
| --- | --- |
| Number of shares included in share capital after the transaction | |
| --- | |
| Number of shares included in share capital before the transaction | |
| (d) | In the event of a capital increase by incorporation<br> of reserves, profits or premiums, achieved by increasing the par value of the Company’s<br> shares, the par value of the shares that the holders may obtain upon exercise of their Warrants<br> will be increased accordingly. |
| --- | --- |
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| (e) | In the event of a distribution of reserves<br> or share premium in cash or in kind, the new exercise ratio will be determined by multiplying<br> the exercise ratio in effect prior to the commencement of the relevant transaction by the<br> following ratio: |
|---|---|
| Share price before distribution | |
| --- | |
| Share price before distribution – Amount distributed per share or the value of the securities or assets distributed per share |
For purposes of the calculation of this ratio:
| - | the<br> share price before the distribution will be equal to the daily volume-weighted average price<br> of the Company’s shares quoted on Euronext Paris (or, in the absence of a listing on<br> Euronext Paris, on another regulated or similar market on which the shares are listed) during<br> the three trading days (jours de bourse) preceding the date on which the Company’s<br> shares are traded ex-distribution; |
|---|---|
| - | if<br> the distribution is carried out in-kind: |
| --- | --- |
| · | in<br> the event of a distribution of securities that are already listed on a regulated or similar<br> market, the price of the distributed securities will be determined as provided above; |
| --- | --- |
| · | in<br> the event of a distribution of securities that are not yet listed on a regulated or similar<br> market, the price of the distributed securities will be equal, if they are expected to be<br> listed on a regulated or similar market within ten trading days (jours de bourse)<br> following the date on which the shares of the Company are listed ex-distribution, to the<br> volume-weighted average price of the distributed securities quoted on such market for the<br> first three trading days (jours de bourse) included in this period during which such<br> securities are listed; and |
| --- | --- |
| · | in<br> other cases (distributed securities not listed on a regulated or similar market or listed<br> for less than three trading days (jours de bourse) within the above-mentioned ten<br> day trading period, or in the case of a distribution of assets), the price of the securities<br> or assets distributed per share will be determined by an internationally recognised independent<br> expert chosen by the Company and acceptable for the Subscriber and which expert shall at<br> least have an office in Luxembourg and/or in France. |
| --- | --- |
In the event of a free distribution to the Company’s shareholders of securities other than shares of the Company the new exercise ratio will be determined by multiplying the exercise ratio in effect prior to the commencement of the relevant transaction by the following ratio:
| Price of the share ex-free distribution right + Price of the securities allotted with respect to each share |
|---|
| Price of the share ex-free distribution right |
For purposes of the calculation of this ratio:
the price of the share ex-free distribution right will be determined on the basis of the volume-weighted average of the prices quoted on Euronext Paris (or, in the absence of a listing on Euronext Paris, on another regulated or similar market on which the shares ex-free distribution rights are listed) of the shares ex-free distribution rights during the first three trading days (jours de bourse) following the date on which the Company shares are traded ex-free distribution right; If the shares are not listed anymore, the price of the shares shall be determined by an internationally recognised independent expert chosen by the Company and acceptable for the Subscriber and which expert shall at least have an office in Luxembourg and/or in France. and
| · | if<br> the securities distributed are listed or may be listed on Euronext Paris (or, in the absence<br> of a listing on Euronext Paris, on another regulated or similar market), over the 10 trading<br> days (jours de bourse) period beginning on the date on which the shares are traded<br> ex-distribution, the value of the security or securities distributed per share will be equal<br> to the volume-weighted average price of such securities on such market during the first three<br> trading days (jours de bourse) (inclusive) in such period during which the securities<br> are listed. In the absence of a listing for the securities during each of these three trading<br> days(jours de bourse), the value of the security or securities distributed per share<br> will be determined by an internationally recognised expert chosen by the Company and acceptable<br> for the Subscriber and which expert shall at least have an office in Luxembourg and/or in<br> France. |
|---|
- 35 -
| (f) | In the event that the Company is merged into<br> another company (fusion par absorption) or is merged with one or more companies forming<br> a new company (fusion par création d’une nouvelle société) or<br> is spin-off (scission), the Warrants will give right to allotment of shares of the<br> merged or new company or of the beneficiary companies of such spin-off. |
|---|
The new exercise ratio will be determined by multiplying the exercise ratio in effect prior to the commencement of the relevant transaction by the exchange ratio of shares in the Company to the shares of the acquiring or new company or the beneficiary companies of a spin-off. These companies will be automatically substituted for the Company with respect to its obligations towards the holders of the Warrants.
| (g) | In the event of a repurchase by the Company<br> of its own shares at a price higher than the market price (except for buyback made pursuant<br> to article L.22-10-62 al. 2 of the French Commercial Code), the new exercise ratio will be<br> determined by multiplying the exercise ratio in effect prior to the repurchase by the following<br> ratio: |
|---|---|
| Share price x (1-Pc%) | |
| --- | |
| Share price – Pc% x Repurchase price |
For purposes of this calculation:
| · | “Share<br> price” means the volume-weighted average price of the Company’s shares quoted<br> on Euronext Paris (or, if the shares are not listed on Euronext Paris, on another regulated<br> or similar market on which the shares are listed) during the last three trading days (jours de bourse) preceding the repurchase (or the repurchase option); |
|---|---|
| · | “Pc%”<br> means the percentage of share capital repurchased; and |
| --- | --- |
| · | “Repurchase<br> price” means the actual price at which any shares are repurchased. |
| --- | --- |
| (h) | In the event the Company changes its profit<br> distribution and/or creates preferred shares, the new exercise ratio will be determined by<br> multiplying the exercise ratio in effect prior to the commencement of the relevant transaction<br> by the following ratio: |
| --- | --- |
| Share price before the modification | |
| --- | |
| Share price before the modification – Reduction per share of the right to profit distributions |
For purposes of the calculation of this ratio:
| · | the<br> share price before the modification will be determined by the volume-weighted average price<br> of the Company’s shares quoted on Euronext Paris (or, if the shares are not listed<br> on Euronext Paris, on another regulated or similar market on which the shares are listed)<br> during the last three trading days (jours de bourse) preceding the date of the modification.<br> If the shares are not listed anymore, the price of the shares before the modification shall<br> be determined by an internationally recognised independent expert chosen by the Company and<br> acceptable for the Subscriber and which expert shall have at least an office in Luxembourg<br> and/or in France. |
|---|---|
| · | the<br> reduction per share of the right to profit distributions will be determined by an internationally<br> recognised independent expert chosen by the Company and acceptable for the Subscriber and<br> which expert shall have at least an office in Luxembourg and/or in France. |
| --- | --- |
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Notwithstanding the foregoing, if such preferred shares are issued with preferential subscription rights maintained or by way of a free distribution of warrants to purchase such preferred shares, the new exercise ratio will be adjusted pursuant to paragraphs (a) or (e) above.
In the event that preference shares are created which do not modify the Company’s profit distribution, any adjustment to the exercise ratio will be determined, if necessary, by an internationally recognised independent expert chosen by the Company and acceptable for the Subscriber and which expert shall have at least an office in Luxembourg and/or in France.
| (i) | In the event of a redemption of share capital,<br> the new exercise ratio will be determined by multiplying the exercise ratio in effect prior<br> to the commencement of the relevant transaction by the following ratio: |
|---|---|
| Share price before redemption | |
| --- | |
| Share price before redemption – Amount of the redemption per share |
For purposes of calculating this ratio, the share price before redemption will be equal to the volume-weighted average price of the Company’s shares quoted on Euronext Paris (or, if the shares are not listed on Euronext Paris, on another regulated or similar market on which the shares are listed) during the last three trading days (jours de bourse) preceding the date on which the shares are traded ex-redemption. If the shares are not listed anymore, the price of the shares before redemption shall be determined by an internationally recognised independent expert chosen by the Company and acceptable for the Subscriber and which expert shall have at least an office in Luxembourg and/or in France.
Other adjustments:
In the event that the Company carries out transactions for which an adjustment was not made under paragraphs (a) to (j) above and where further legislation or regulation require an adjustment in the event of subsequent legislation or regulations modify the adjustments referred to in paragraphs (a) to (j) above, the Company will proceed with the adjustment in accordance with legislative or regulatory provisions and usual practices on the French market.
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Part 5
Definition of EURIBOR
“EURIBOR” means:
| (a) | in respect of a relevant period of less than<br> one month, the Screen Rate (as defined below) for a term of one month; |
|---|---|
| (b) | in respect of a relevant period of one or<br> more months for which a Screen Rate is available, the applicable Screen Rate for a term for<br> the corresponding number of months; and |
| --- | --- |
| (c) | in respect of a relevant period of more than<br> one month for which a Screen Rate is not available, the rate resulting from a linear interpolation<br> by reference to two Screen Rates, one of which is applicable for a period next shorter and<br> the other for a period next longer than the length of the relevant period, |
| --- | --- |
(the period for which the rate is taken or from which the rates are interpolated being the “Representative Period”).
For the purposes of paragraphs (a) to (c) above,
| (i) | “available” means the rates,<br> for given maturities, that are calculated and published by Global Rate Set Systems Ltd (GRSS),<br> or such other service provider selected by the European Money Markets Institute (EMMI), or<br> any successor to that function of EMMI, as determined by the Subscriber; and |
|---|---|
| (ii) | “Screen Rate” means the<br> rate of interest for deposits in EUR for the relevant period as published at 11h00, Brussels<br> time, or at a later time acceptable to the Subscriber on the day (the “Reset Date”)<br> which falls 2 (two) Relevant Business Days prior to the first day of the relevant period,<br> on Reuters page EURIBOR 01 or its successor page or, failing which, by any other<br> means of publication chosen for this purpose by the Subscriber. |
| --- | --- |
If such Screen Rate is not so published, the Subscriber shall request the principal euro-zone offices of four major banks in the euro-zone, selected by the Subscriber, to quote the rate at which EUR deposits in a comparable amount are offered by each of them as at approximately 11h00, Brussels time, on the Reset Date to prime banks in the euro-zone interbank market for a period equal to the Representative Period. If at least 2 (two) quotations are provided, the rate for that Reset Date will be the arithmetic mean of the quotations.
If at least 2 (two) quotations are provided, the rate for that Reset Date will be the arithmetic mean of the quotations. If no sufficient quotations are provided as requested, the rate for that Reset Date will be the arithmetic mean of the rates quoted by major banks in the euro-zone, selected by the Subscriber, at approximately 11:00 a.m., Brussels time, on the day which falls 2 (two) Relevant Business Days after the Reset Date, for loans in EUR in a comparable amount to leading European banks for a period equal to the Representative Period.
The Subscriber shall inform the Borrower without delay of the quotations received by the Subscriber.
All percentages resulting from any calculations referred to in this Schedule will be rounded, if necessary, to the nearest one thousandth of a percentage point, with halves being rounded up.
If any of the foregoing provisions becomes inconsistent with provisions adopted under the aegis of EMMI (or any successor to that function of EMMI as determined by the Subscriber) in respect of EURIBOR, the Subscriber may by notice to the Borrower amend the provision to bring it into line with such other provisions.
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If the Screen Rate becomes permanently unavailable, the EURIBOR replacement rate will be the rate (inclusive of any spreads or adjustments) formally recommended by (i) the working group on euro risk-free rates established by the European Central Bank (ECB), the Financial Services and Markets Authority (FSMA), the European Securities and Markets Authority (ESMA) and the European Commission, or (ii) the European Money Market Institute, as the administrator of EURIBOR, or (iii) the competent authority responsible under Regulation (EU) 2016/1011 for supervising the European Money Market Institute, as the administrator of the EURIBOR, (iv) the national competent authorities designated under Regulation (EU) 2016/1011, or (v) the European Central Bank.
If no Screen Rate and/or the EURIBOR replacement rate is available as provided above, EURIBOR shall be the rate (expressed as a percentage rate per annum) which is determined by the Subscriber to be the all-inclusive cost to the Subscriber for the funding of the relevant Tranche based upon the then applicable internally generated Subscriber reference rate or an alternative rate determination method reasonably determined by the Subscriber.
Schedule 6.2.2Form of transfer confirmation
We, SociétéGénérale Securities Services, acting in our capacity as registrar (the “Registrar*”) of InventivaS.A. a société anonyme à conseil d’administration organised under French law, having its registered office at 50, rue de Dijon, 21121 Daix, France, registered with the Trade and Companies Register of Dijon under number 537 530 255 (the “Company”*), hereby certify that:
| · | all<br> the Tranche A Warrants, i.e., 2,266,023 Tranche A Warrants, and 700,000 Tranche B Warrants<br> out of the 3,144,654 Tranche B Warrants issued in favor of the European Investment Bank (the<br> "Repurchased EIB Warrants" as defined in the Master Agreement) have been<br> duly transferred to the Company; and |
|---|---|
| · | following<br> such transfer and in accordance with the relevant provisions of the Master Agreement, the<br> Repurchased EIB Warrants have been cancelled and removed from the register of securities<br> maintained by the Registrar on behalf of the Company. |
| --- | --- |
Accordingly, as of the date hereof, the Repurchased EIB Warrants are no longer outstanding and are not recorded in the Company’s securities register.
This certificate is issued for the purpose of the Master Agreement dated 1 June 2026 and may be relied upon by the relevant parties in connection therewith.
Date: [●]
For and on behalf of
SociétéGénérale Securities Services,
in its capacity as Registrar
Name:
Title:
Signature:
Schedule 8.1Warranties of the Company
| 1 | Enforceability of the Agreement |
|---|---|
| 1.1 | The<br> Company: |
| --- | --- |
| (b) | has the right,<br> power and authority to enter into and perform its obligations under this Agreement and the<br> other documents to be executed by it pursuant to this Agreement; and |
| --- | --- |
| (c) | has obtained<br> all necessary authorisations, consents and approvals to authorise the execution of, and performance<br> by it of, its obligations under the Agreement, except for the issuance of the New EIB Warrants<br> which will require the EGM Approval. |
| --- | --- |
| 1.2 | This<br> Agreement constitutes obligations binding on the Company in accordance with its terms. |
| --- | --- |
| 1.3 | Except<br> as expressly provided for in this Agreement, no approval, waiver, registration, consultation<br> or notification is required to be obtained or made by the Company in connection with the<br> execution, performance or enforceability of the Agreement entered into or to be entered into<br> by it. |
| --- | --- |
| 1.4 | Neither<br> the execution by the Company of the Agreement and the other documents to be executed by it<br> pursuant to this Agreement nor the performance by the Company of any of its obligations under<br> the Agreement violates or conflicts or will violate or conflict with: |
| --- | --- |
| (a) | any provision<br> of its constitutional documents; |
| --- | --- |
| (b) | any law or<br> regulation to which the Company is subject; |
| --- | --- |
| (c) | any provision<br> in an agreement or instrument which is binding on it; or |
| --- | --- |
| (d) | any order<br> or judgement of a court, tribunal or governmental or regulatory body which is binding on<br> it. |
| --- | --- |
| 2 | Existence of the Company - Share capital |
| --- | --- |
| 2.1 | The<br> Company is properly incorporated and validly existing under the laws of France and its Subsidiaries<br> are properly incorporated and validly existing under the laws of the respective countries<br> in which they are incorporated. The Company and its Subsidiaries have all requisite corporate<br> powers and authority to own their assets and to conduct the business carried on by them. |
| --- | --- |
| 2.2 | The<br> Company is not insolvent nor unable to pay its debts as they fall due (en état de cessation des paiements), nor is subject to any proceedings in relation to any compromise<br> or arrangements with creditors or any winding up, bankruptcy or other insolvency proceedings,<br> including any proceedings with a view to the prevention or resolution of business difficulties,<br> nor to any judgment or dissolution, liquidation, bankruptcy or receivership. |
| --- | --- |
| 2.3 | The<br> Existing Shares, which comprise the whole of the issued share capital of the Company as at<br> the Execution Date (excluding any new shares of the Company which may be issued upon the<br> exercise of outstanding stock options, warrants, bons de souscription de parts de créateur d'entreprise (BSPCE), pre-funded warrants (PFW) or upon the definitive acquisition of<br> free shares granted to employees of the Company or investors or shareholders of the Company),<br> have been properly issued and credited to the shareholders' account and are fully paid or<br> credited as fully paid. As of today, the share capital of the Company is listed on the regulated<br> market of Euronext in Paris (ISIN: FR0013233012) and American Depositary Shares issued in<br> relation to the shares issued by the Company are registered with the Nasdaq market. The New<br> EIB Warrants will be free of any Encumbrances, including the pre-emptive rights of the Company’s<br> shareholders. |
| --- | --- |
| 2.4 | As of<br> the Execution Date, the Completion Date and the New EIB Warrants Issuance Date, the ordinary<br> shares are the only class of shares issued by the Company. |
| --- | --- |
| 2.5 | As of<br> the New EIB Warrants Issuance Date, the New EIB Warrants shall have been properly issued<br> and credited to the Bank’s securityholder’s account. |
| --- | --- |
| 2.6 | The<br> Company is not at present undertaking any re-organisation or merger or exchange of its Shares<br> with or contribution of its Shares to any other company or otherwise changing its capital<br> structure, except for the transactions that are mentioned in this Agreement. |
| --- | --- |
| 3 | Sanctions |
| --- | --- |
| 3.1 | No funds<br> invested in the Company or in a Subsidiary are of illicit origin, including products of money<br> laundering or linked to the financing of terrorism. The origin and source of the funds used<br> by the Company to satisfy its payments obligations under the transactions contemplated in<br> this Agreement (including the Completion Payments) is legal and does not come from an activity<br> that is contrary to applicable laws relating to the fight against money laundering, financing<br> of terrorism and Sanctions regulations and the Company is in compliance with all such applicable<br> Laws. The Company shall promptly inform the Bank if at any time it becomes aware of the illicit<br> origin of any such funds. |
| --- | --- |
| 3.2 | The<br> Company shall not, directly or indirectly: |
| --- | --- |
| (a) | enter into<br> a business relationship with, and/or make any funds and/or economic resources available to,<br> or for the benefit of, any Sanctioned Person, or |
| --- | --- |
| (b) | use all or<br> part of the proceeds of the Bank’s investment in the Company or lend, contribute or<br> otherwise make available such proceeds to any person in any manner that would result in a<br> breach by itself and/or by the Bank of any Sanctions; or |
| --- | --- |
| (c) | fund all or<br> part of any payment to the Bank in connection with the Bank’s investment in the Company<br> out of proceeds derived from activities or businesses with a Sanctioned Person, a person<br> in breach of the Sanctions or in any manner that would result in a breach by itself and/or<br> by the Bank of any Sanctions. |
| --- | --- |
| 3.3 | The<br> Company and its Subsidiaries are in compliance with all applicable European Union and national<br> legislation, regarding Illegal Activities. |
| --- | --- |
| 3.4 | The<br> Company and its Subsidiaries are not engaged in any Illegal Activities and to the best of<br> its knowledge no Illegal Activities have occurred in connection with the Company and its<br> Subsidiaries. |
| --- | --- |
| 3.5 | The<br> Company is not a Sanctioned Person and is not in breach of any Sanctions. |
| --- | --- |
| 4 | Public disclosure |
| --- | --- |
The Company complies with French and European Union securities legislation and regulations, including MAR, applicable to it in relation to the disclosure of information as of the date of its public disclosure or the date it should have been disclosed to the public, as applicable.
Exhibit 1.3
SUBSCRIPTION AGREEMENT
By and between
Inventiva S.A.
As Issuer
And
Kreos Capital VIII (UK) LTD
Kreos Capital VIII Aggregator SCSp
Claret European Specialty Lending Company IV,S.à r.l.
Claret European Growth Capital Fund IV AggregatorLP
Claret Kermode Specialty Lending Company II,S.à r.l
Claret Kermode Fund II, SCSp.
As Subscribers
And
Glas SAS
As Security Agent
2 June 2026
 |
Reed<br> Smith LLP<br><br> <br>112 avenue Kléber<br><br> 75116 Paris<br><br> Phone: +33 (0)1 76 70 40 00<br><br> Fax: +33 (0)1 76 70 41 19<br><br> <br><br><br> <br>r e e d s m i t h . c o m |
|---|
Table of contents
| 1. | Definitions and interpretation | 6 |
|---|---|---|
| 2. | OCA and Amortized Bonds | 15 |
| 3. | Conditions Precedent | 17 |
| 4. | Commitments | 19 |
| 5. | Representations and warranties | 32 |
| 6. | Remedies and waivers | 37 |
| 7. | General | 38 |
| 8. | Notices | 39 |
| 9. | Fees and expenses | 41 |
| 10. | Public Announcement | 42 |
| 11. | Law and jurisdiction | 43 |
| 12. | Electronic Signature | 43 |
| List of Schedules | 46 | |
| --- | --- |
Subscription agreement
This subscription agreement (hereinafter referred to as the "Subscription Agreement") is entered into on 2 June 2026, by and between:
| 1. | INVENTIVA, a limited company<br> (société anonyme) incorporated under the laws of France, having its<br> registered office at 50, rue de Dijon – 21121 DAIX, France, registered under single<br> identification number 537 530 255 RCS Dijon; |
|---|
(hereinafter referred to as the "Issuer" or the "Company")
ON THE FIRSTPART
AND
| 2. | KREOS CAPITAL VIII (UK) LTD, a<br> company incorporated in England and Wales under registration number 16637390 whose registered<br> office is at 5 Churchill Place, 10th Floor, London, United Kingdom, E14 5HU, |
|---|---|
| 3. | Claret European Specialty Lending Company IV, S.à r.l. a limited company (société à responsabilité limitée) incorporated under the laws of Luxembourg, having its registered office<br> at 412F, route d'Esch, L-1471 Luxembourg, registered under identification number B291023, |
| --- | --- |
| 4. | Claret Kermode Specialty Lending Company II, S.à r.l. a limited company (société à responsabilité limitée) incorporated under the laws of Luxembourg, having its registered office<br> at 412F Route d'Esch, L-1471 Luxembourg, registered under identification number B291766, |
| --- | --- |
(hereinafter referred to as the "Amortized Bonds Subscribers")
| 5. | KREOS CAPITAL VIII (UK) LTD, a<br> company incorporated in England and Wales under registration number 16637390 whose registered<br> office is at 5 Churchill Place, 10th Floor, London, United Kingdom, E14 5HU |
|---|---|
| 6. | Claret European Specialty Lending Company IV, S.à r.l. a limited company (société à responsabilité limitée) incorporated under the laws of Luxembourg, having its registered office<br> at 412F, route d'Esch, L-1471 Luxembourg, registered under identification number B291023, |
| --- | --- |
| 7. | Claret Kermode Specialty Lending Company II, S.à r.l. a limited company (société à responsabilité limitée) incorporated under the laws of Luxembourg, having its registered office<br> at 412F Route d'Esch, L-1471 Luxembourg, registered under identification number B291766, |
| --- | --- |
(hereinafter referred to as the "OCA Subscribers")
| 8. | Kreos Capital VIII Aggregator SCSp,<br> a partnership (société en commandite spéciale) incorporated under<br> the laws of Luxembourg, having its registered office at 28, Boulevard F.W. Raiffeisen, L-2411<br> Luxembourg, registered under identification number B297897, |
|---|---|
| 9. | Claret European Growth Capital Fund IV Aggregator LP, a partnership (société en commandite spéciale)<br> incorporated under the laws of Luxembourg, having its registered office at 412F, Route d'Esch<br> - L - 1471 Luxembourg, registered under identification number B282781, |
| --- | --- |
| 10. | Claret Kermode Fund II, SCSp.,<br> a partnership (société en commandite spéciale) incorporated under<br> the laws of Luxembourg, having its registered office at 412F, Route d'Esch - L - 1471 Luxembourg,<br> registered under identification number B291268, |
| --- | --- |
3
(hereinafter referred to as the "Warrants Subscribers")
(Amortized Bonds Subscriber, OCA Subscribers and Warrants Subscribers being hereinafter referred to as the "Subscribers")
ON THE SECOND PART
| 11. | GLAS SAS, a simplified joint-stock<br> company (société par actions simplifiée) incorporated under the<br> laws of France under registration number 838 225 290 whose registered office is at 41<br> Avenue George V 75008 Paris, France; |
|---|
(hereinafter referred to as "Security Agent")
ON THE THIRD PART
The Issuer, Subscribers and Security Agent being hereinafter referred to individually as a "Party" and collectively as the "Parties".
4
Whereas
| (A) | The Subscribers are growth debt providers,<br> the business of which consists in making investments in high technology and life science<br> companies throughout Europe. |
|---|---|
| (B) | The Issuer is a clinical-stage biopharmaceutical<br> company focused on the research and development of oral therapies for the treatment of patients<br> with MASH. Since 15 February 2017, the Issuer's shares have been listed on the regulated<br> market of Euronext Paris ("Euronext Paris"). Since 15 July 2020, the<br> Issuer's American Depositary Shares have been listed on the New York stock exchange (NASDAQ<br> Global Market). |
| --- | --- |
| (C) | On 22 May 2025, the Issuers’ general<br> meeting (the "General Meeting") empowered, through its 27^th^ resolution,<br> the Issuer’s board of directors to issue securities (including warrants and convertible<br> bonds) giving access to the Issuer’s capital and to determine their exercise price,<br> and to cancel shareholders’ preferred subscription rights for shares that may be issued<br> pursuant to such authorization to the benefit, amongst others, to natural or legal persons<br> (including companies), trusts or investment funds, or other investment vehicles, in any form,<br> established under French or foreign law, which regularly invest in the pharmaceutical, biotechnological<br> or medical technology sectors. |
| --- | --- |
| (D) | The Parties have executed a non-binding term<br> sheet dated 30 April 2026 between the Issuer and the Subscribers (the "Term Sheet") and in order to finance the development of the Issuer’s business in<br> general, including to refinance the EIB Financing, the Subscribers have agreed to make available<br> to the Issuer an amount of EUR 130,000,000 in principal in the form of amortized bonds and<br> convertible bonds in the proportions as set out under Schedule 1, which may<br> be extended to EUR 150,000,000 in principal including the Non-Committed Tranche as the case<br> may be. |
| --- | --- |
| (E) | In accordance with the Term Sheet, the Issuer<br> has agreed to pay to the Subscribers an amount of EUR 100,000 (the "Deposit")<br> to cover costs, fees and expenses in relation to the Issue Documents including, without limitation,<br> costs of due diligence and fees of lawyers, valuers and consultants. Any surplus shall be<br> promptly returned to the Issuer. Such amount has not been repaid by the Subscribers and is<br> therefore hereby reallocated to the Deposit. Accordingly, no further payment is required<br> in this respect from the Issuer to the Subscribers. |
| --- | --- |
| (F) | For the avoidance of doubt, the Parties hereby<br> acknowledge and agree that, as of the date of execution of this Agreement, the Term Sheet<br> entered into between them shall cease to have any force or effect, and shall no longer produce<br> any legal obligations or liabilities between the Parties. |
| --- | --- |
5
Now,therefore, it has been agreed as folloWs:
| 1. | Definitions and interpretation |
|---|---|
| 1.1. | In this Subscription Agreement, unless the<br> context otherwise specifically provides, the following expressions shall have the following<br> meanings: |
| --- | --- |
| Account Pledge Agreement | means<br> the Luxembourg law pledge agreement over bank accounts entered into between the Issuer and the Security Agent on the Completion Date; |
| --- | --- |
| Amortized Bonds | means<br> the non-convertible bonds (obligations within the meaning assigned in article L. 213-5 of the French Monetary and Financial<br> Code) to be issued by the Issuer under the Tranche B Amortized Bonds Issue Agreement and Tranche C Amortized Bonds Issue Agreement; |
| Amortized Bonds Issue Agreements | means<br> the Tranche B Amortized Bonds Issue Agreement and Tranche C Amortized Bonds Issue Agreement; |
| Anti-CorruptionLaws | means<br> the UK Bribery Act 2010, the US Foreign Corrupt Practices Act 1977, the French Law of December 9, 2016 on transparency, fight<br> against corruption and modernization of economic life (Loi Sapin II) and any other laws, rules and regulations of any<br> jurisdiction applicable to the Issuer or any of its Subsidiaries from time to time concerning or relating to bribery or corruption<br> in each case as amended, re-enacted, consolidated or replaced; |
| Anti-Money Laundering Laws | means<br> any and all laws applicable to the Issuer or any of its Subsidiaries from time to time concerning or relating to terrorism financing<br> or money laundering; |
| Assignment of Cash Agreement | means<br> the assignment of cash as way of security (cession de somme d’argent à titre de garantie) agreement to be entered<br> into between the Issuer and the Security Agent; |
| Bank Accounts Pledge Agreement | means<br> the bank accounts pledge agreement (nantissement de soldes de comptes bancaires) to be entered into between the Issuer and<br> the Security Agent; |
| Banking Entity<br><br> <br>**** | means:<br> (i) an “insured depository institution” (as defined in 12 U.S.C. Section 1813(c)(2)), a “bank”<br> (as defined in 12 U.S.C. Section 1841(c)), a “savings association” (as defined in 12 U.S.C. Section 1467a(a)(1)(A)),<br> a trust company, a credit union, a credit card bank, an industrial loan company, or any other banking institution organised under<br> the laws of the United States or any political subdivision thereof; (ii) any foreign bank (as defined in 12 U.S.C. Section 3101(7))<br> or “foreign banking organization” (as defined in 12 C.F.R. Section 211.21(o)); (iii) any “bank holding<br> company” (as defined in 12 U.S.C. Section 1841(a)), any “savings and loan holding company” (as defined in<br> 12 U.S.C. Section 1467a(a)(1)(D)) or any other company that controls any entity described in clauses (i) or (ii) above;<br> (iv) any “nonbank financial company supervised by the Board of Governors” as defined in Section 102 of the<br> Dodd-Frank Act; or (v) any “banking entity” as defined for purposes of Section 13(h) of the Bank Holding<br> Company Act of 1956, other than a banking entity that is not an insured depository institution, a company that controls an insured<br> depository institution or a company that is treated as a bank holding company for purposes of Section 8 of the International<br> Banking Act of 1978, as amended; |
6
| Broker Dealer Entity | means<br> any entity that is registered pursuant to Section 15 of the Securities Exchange Act of 1934 and a member of FINRA; |
|---|---|
| Business Day | means<br> any day on which banks are generally open for business in France, London and Luxembourg, other than a Saturday or Sunday; |
| Charged Assets | means<br> the assets and undertaking of a Group Company charged or to be charged to the Holders from time to time pursuant to the Security<br> Documents; |
| Completion Date | shall<br> have the meaning set forth under section 3.1; |
| Covered Foreign Person | means<br> a ‘covered foreign person’ as defined in 31 C.F.R. Part 850 – Provisions Pertaining to U.S. Investments in<br> Certain National Security Technologies and Products in Countries of Concern under the final regulations issued by the U.S. Department<br> of the Treasury pursuant to the Outbound Investment Security Program; |
| Deadline | shall<br> have the meaning set forth under section 3.1; |
| Debt to Market Capitalisation Ratio | means,<br> as at any date, a fraction, the numerator of which is equal to Relevant Indebtedness Amount as at such date, and the denominator<br> of which is the Market Capitalisation determined by reference to such price as is equal to the VWAP over the period comprising the<br> 30 consecutive Trading Days immediately preceding such date, provided that if the Ex-Date in respect of any Dividend, or if the Ex-Date<br> in respect of any event giving rise to an adjustment to the Conversion Ratio pursuant to clause 14, in each case falls after the<br> first day, and on or before the last day, of such period of 30 Trading Days, the VWAP on any day in such period falling prior to<br> such Ex-Date shall be (in the case of a Dividend) reduced by the amount of such Dividend or (in the case of any adjustment as aforesaid)<br> multiplied by a fraction, the denominator of which is the Conversion Ratio so adjusted and the numerator of which is the Conversion<br> Ratio in effect immediately prior to such adjustment, all as determined by the Equity-Linked Calculation Agent; |
| Designated Jurisdiction | means,<br> at any time, any country, region or territory which is itself the subject or target of any Sanctions broadly restricting or prohibiting<br> dealings in or involving such country or territory (which shall include, without limitation, as at the date of this Subscription<br> Agreement Cuba, Iran, North Korea, Sudan, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic<br> and Luhansk People’s Republic); |
7
| Drawdown Dates | means<br> each Drawdown Date as such term is defined under the Tranche B Amortized Bonds Issue Agreement and Tranche C Amortized Bonds Issue<br> Agreement, the OCA Issue Agreement and any other agreement in respect to the Non-Committed Tranche; |
|---|---|
| Drawdown Notice | has<br>the meaning ascribed to it in the Amortized Bonds Issue Agreements and the OCA Issue Agreement; |
| EIB | means the European Investment Bank, located<br> at 98-100, boulevard Konrad Adenauer, L-2950 Luxembourg, Grand Duchy of Luxembourg ; |
| EIB Financing | means<br> all amounts outstanding under the existing unsecured finance agreement entered into on 16 May 2022 between the EIB and the Issuer,<br> as amended; |
| End of Commitment Fee | shall<br> have the meaning set forth under section 9.3; |
| Environmental Law | means<br> any applicable French law or regulation which relates to the pollution of protection of the environment, the conditions of the workplace<br> or the generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other, is<br> capable of causing harm to the environment including, without limitation, any waste; |
| Equity-Linked Calculation Agent | has<br> the meaning ascribed to it in section 10; |
| Event of Default | shall<br> have the meaning set forth in the Amortized Bonds Issue Agreements and the OCA Issue Agreement and shall include the additional event<br> set forth in section 4.1.3 hereof; |
| Final Redemption Date | means<br> the date on which all amounts due under the Issue Documents shall be unconditionally and irrevocably paid and discharged in full; |
| Finance Lease | means<br> any lease or hire purchase contract which would, in accordance with IFRS in force prior to 1 January 2019, be treated as a finance<br> or capital lease. |
| Guarantor | means<br> any Subsidiaries that may have entered into in the future in a Guarantee Agreement pursuant to section 4.1.37; |
| Guarantee Agreement | means<br> any guarantee agreement entered into between the Holders and any Subsidiary that may be entered into in the future in respect of<br> the obligations of the Issuer under the Issue Documents ; |
| Group | means<br> the Issuer and its direct and indirect Subsidiaries from time to time; |
8
| Group Company | means<br> any member of the Group; |
|---|---|
| Group Total Consolidated Cash & Cash Equivalents Balance | means<br> the Group total cash and cash equivalents as well as short-term deposits which are included in the category “other current<br> assets” in the IFRS consolidated statement; |
| Holder | means<br> the Subscribers and any subsequent Person(s) entered in any of the securities registers which the Issuer is required to maintain<br> under the Amortized Bonds Issue Agreements, the OCA Issue Agreement or the Warrant Issue Agreement; |
| Indebtedness | means<br> any indebtedness for or in respect of: (i) monies borrowed and debit balances at banks or other financial institutions; (ii) finance<br> or capital leases; (iii) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse<br> basis); (iv) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures loan stock or<br> any similar instrument; (v) the marked to market value of derivative transactions entered into in connection with protection<br> against or benefit from fluctuation in any rate or price; (vi) counter-indemnity obligations in respect of guarantees or other<br> instruments issued by a bank or financial institution; (vii) any acceptance under any acceptance credit or bill discounting<br> facility; (viii) any amount of any liability under an advance or deferred purchase agreement if the primary reason is to raise<br> finance or to finance an acquisition or construction of the asset or service in question or the agreement is in respect of the supply<br> of assets or services; (ix) indebtedness under any Finance Lease (x) other transactions or arrangements having the commercial<br> effect of borrowing; and (xi) liabilities under guarantees or indemnities for any of the obligations referred to in items (i) to<br> (x); |
| Intellectual Property | means<br> all subsisting intellectual property rights owned by the Issuer in any part of the world including patents and rights of a similar<br> nature, applications for patents and such rights, divisions, prolongations, renewals, extensions, supplementary protection certificates<br> and continuations of such applications for patents, registered and unregistered trademarks or trade names, registered and unregistered<br> service marks, registered and unregistered designs, utility models (in each case for their full period and all extensions and renewals<br> of them), applications for any of them in any part of the world, know-how, business names, brand names, domain names,<br> database rights, copyright and rights in the nature of database rights and copyright, design rights, and any uniform resource identifier<br> and any similar rights existing in any country and all other rights in any of them owned by the Issuer, including without limitation<br> the intellectual property specified on Schedule 2; |
| Intercreditor Agreement | shall<br> have the meaning set forth under section 3.1; |
9
| Issue Documents | means<br> this Subscription Agreement, the Tranche B Amortized Bonds Issue Agreement and the Tranche C Amortized Bonds Issue Agreement, the<br> OCA Issue Agreement, the Warrants Issue Agreement, the Put Option Agreement, the Prepayment Warrants Issue Agreement, the Intercreditor<br> Agreement, each of the Security Documents, , any document executed pursuant to any such document and any other document designated<br> as such by the Issuer and the Subscriber; |
|---|---|
| Issue | means<br> the issue of the Amortized Bonds and the OCA carried out under this Subscription Agreement and in accordance with the Amortized Bonds<br> Issue Agreements OCA Issue Agreement; |
| Issuer | shall<br> have the meaning set forth in the appearances herein; |
| Majority Holders | means,<br> at any time Holders holding at least 66.67% of the voting rights of the Holders attending that Holders’ general meeting at<br> that time or represented thereat; |
| Market Capitalisation | means,<br> when determined by reference to any price as specified herein, an amount equal to the product (rounded down to the nearest whole<br> multiple of €1) of (i) such price and (ii) the Relevant Number of Shares as of the close of business in Paris on such<br> day as at which such price is observed (or, if such price is to be observed over a period of multiple days, as at the close of business<br> in Paris on the last of such days), where “Relevant Number of Shares” means, at any time, such number of Shares<br> as is equal to the sum of (x) the total number of issued Shares as at such time and (y) such total number of Shares (if<br> any) as would be issued upon exercise of the Pre-Funded Warrants as at such time, all as determined by the Equity-Linked Calculation<br> Agent; |
| Material Adverse Effect | means<br> (i) a material adverse change in the business, operations, condition (financial or otherwise) or prospects of the Issuer or<br> the Group; (ii) a material adverse effect on the ability of the Issuer or the Group being able to pay any portion of its payment<br> obligations under any of the Issue Documents in full on a due date; or (iii) a material adverse effect on the validity, legality<br> and enforceability of, or the effectiveness or ranking of the Holders’ Security in the perfected Charged Assets which if capable<br> of remedy, is not remedied within five (5) Business Days of the Issuer becoming aware of the issue or being given notice<br> of the issue by any Representative; |
| Material Group Company | means at any time:<br><br> <br><br><br> <br>(a) any<br> Subsidiary of the Issuer whose revenue and/or EBITDA represents 10% or more of the revenue and/or EBITDA of the Group or whose gross<br> assets, net assets (excluding intra-group items) represents 10% or more of the gross assets, net assets of the Group based on the<br> annual or semi-annual consolidated financial statements of the Issuer (or on the basis of any other financial statements delivered<br> to any of the Holders in accordance with the Issue Documents);<br><br> <br><br><br> <br>(b) any<br> Subsidiary of the Issuer which owns Intellectual Property that is material to the Group; or<br><br> <br><br><br> <br>(c) any<br> Group Company which holds shares in a Guarantor. |
10
| Monthly Repayment | shall<br> have the meaning set forth under the Amortized Bonds Issue Agreements; |
|---|---|
| NDA Approval for NATIV3 | means<br> approval for the drug in the NATiV3 trial that would be indicated for the treatment of non-alcoholic steatohepatitis (NASH), also<br> known as metabolic dysfunction-associated steatohepatitis (MASH), accompanied by significant liver fibrosis (stages F2/F3); |
| Non-Committed Tranche | shall<br> have the meaning set forth under section 2.6; |
| OCA | means<br> the convertible bonds issued under the OCA Issue Agreement; |
| OCA Issue Agreement | shall<br> have the meaning set forth under section 2.1; |
| Permitted Disposal | shall<br> have the meaning set forth under section 4.1.20; |
| Permitted Financial Indebtedness | shall<br> have the meaning set forth in section 4.1.7; |
| Permitted Hedging | shall<br> have the meaning set forth in section 4.1.23; |
| Permitted Security | shall<br> have the meaning set forth in section 4.1.4; |
| Person | shall<br> mean and include an individual, a partnership, a corporation, a business trust, a joint stock company, a limited liability company,<br> an unincorporated association or other entity and any domestic or foreign national, state or local government, any political subdivision<br> thereof, and any department, agency, authority or bureau of any of the foregoing; |
| Phase III NATiV3 Clinical Trial | means<br> the Phase 3 Study Evaluating Long-term Efficacy and Safety of Lanifibranor in Adult Patients With (NASH) and Fibrosis 2 (F2)/Fibrosis<br> 3 (F3) Stage of Liver Fibrosis; |
| Pledge of Intellectual Property Rights Agreement | means<br> the pledge of intellectual property rights agreement (nantissement de droits de propriété intellectuelle) governed<br> by French law to be entered into between the Issuer and the Security Agent, together with any certificate of pledge over new intellectual<br> property rights (attestation de nantissement de nouveaux droits de propriété intellectuelle) which may be delivered<br> by the Issuer from time to time in connection therewith; |
| Pledge of Receivables Agreement | means<br> the pledge of receivables agreement (nantissement de créances) to be entered into between the Issuer and the Security<br> Agent; |
11
| Pre-Funded Warrants | means<br> any securities issued by the Issuer under the form of pre-funded warrants (bons de souscription d'actions pré-financés); |
|---|---|
| Prepayment Warrants Issue Agreement | has<br> the meaning given to it in the OCA Issue Agreement; |
| Primary Composite Endpoint | means<br> the achievement of the primary composite endpoint of the Phase III NATiV3 Clinical Trial, as defined in the trial protocol thereof,<br> being the cumulative achievement of (i) the resolution of NASH and (ii) the improvement of fibrosis of at least one stage<br> and the release of topline results confirming the same; |
| Put Option Agreement | means<br> the put option agreement entered into between the Issuer and the Warrants Subscribers on the date of this Agreement; |
| Redemption Date<br><br> <br>**** | shall<br> have the meaning set forth respectively in the Amortized Bonds Issue Agreements and the OCA Issue Agreement; |
| Registered Patents | means<br> the patents set out in Schedule 1 of the Pledge of Intellectual Property Rights Agreement; |
| Relevant Indebtedness Amount | means,<br> as at any date, the amount of all financial indebtedness outstanding as of such date (including existing debt and the principal amount<br> of the relevant issue of Tranche C bonds being issued but excluding any indebtedness being repaid with the proceeds of such issue<br> of Tranche C bonds), as determined in good faith by the Issuer (and the Equity-Linked Calculation Agent shall have no involvement<br> in, and shall be able to rely absolutely on, such determination); |
| Representatives | means<br> each Representative as such term is defined under the Tranche B Amortized Bonds Issue Agreement and Tranche C Amortized Bonds Issue<br> Agreement, the OCA Issue Agreement and any other agreement in respect to the Non-Committed Tranche; |
| Sanctioned Person | means,<br> at any time, any person, organisation or vessel that is: (i) listed on a Sanctions List; (ii) a government of a Designated<br> Jurisdiction; (iii) an agency or instrumentality of, or an entity directly or indirectly owned or controlled by, a government<br> of a Designated Jurisdiction; (iv) located, organised, operating from, incorporated or resident in a Designated Jurisdiction;<br> (v) any person owned or controlled by any such person or persons described in (i) - (iv) above; or (vi) otherwise<br> a target of any Sanctions, or is acting on behalf of any of the persons listed in paragraphs (i) - (v) above, for the purposes<br> of evading or avoiding, or having the intended effect of or intending to evade or avoid, or facilitating the evasion or avoidance<br> of, any Sanctions; |
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| Sanctions | means<br> all economic or financial sanctions, regulations, sectoral sanctions, secondary sanctions, trade embargoes or other restrictive measures<br> enacted, implemented, imposed, administered or enforced from time to time by any Sanctions Authority; |
|---|---|
| Sanctions Authority | means<br> any agency or person which is duly appointed, empowered or authorised to enact, administer, implement and/or enforce Sanctions, including<br> (without limitation): (i) the United Nations Security Council; (ii) the European Union or any of its member states; (iii) the<br> United States government, including the United States Department of the Treasury (including the Office of Foreign Assets Control),<br> the United States Department of State and the United States Department of Commerce; and (iv) the United Kingdom government,<br> including HM Treasury, the Foreign Commonwealth and Development Office , including, in each case, any successor, replacement or other<br> governmental institution or agency of the foregoing; |
| Sanctions List | means<br> the “Specially Designated Nationals and Blocked Persons” list issued by OFAC, the EU Consolidated List of Financial Sanctions<br> Targets, the Consolidated List of Financial Sanctions Targets issued by HM Treasury, or any similar list issued or maintained and<br> made public by any Sanctions Authority each as amended, supplemented and/or substituted from time to time; |
| Security Agent | has<br> the meaning assigned in the Intercreditor Agreement; |
| Security | means any Security Interest granted under<br> or pursuant to the Security Documents;<br><br> <br><br><br> <br>any document entered into by any person (including<br> Subsidiaries, if any) from time to time creating any Security Interest, directly or indirectly, so as to secure the obligations of<br> the Issuer and Guarantors under this Subscription Agreementthe Issue Documents and ancillary documents there related, including, |
| Security Documents | means<br> the Guarantee Agreement and any document entered into by any person (including Subsidiaries, if any) from time to time creating any<br> Security Interest, directly or indirectly, so as to secure the obligations of the Issuer and Guarantors under the Issue Documents<br> and ancillary documents there related, including the Assignment of Cash Agreement, the Bank Accounts Pledge Agreement, the Pledge<br> of Receivables Agreement, the Pledge of Intellectual Property Rights Agreement, the Account Pledge Agreement, the US Pledge of Intellectual<br> Property Rights Agreement; |
| Security Interest | means<br> any mortgage, charge (whether fixed or floating, legal or equitable), pledge, lien, hypothecation, assignment by way of security<br> or otherwise, trust arrangement, title retention or encumbrance or enforceable right of a third party, any other type of security<br> interest or preferential arrangement having a similar effect to any of the foregoing or in the nature of security of any kind whatsoever<br> and in any jurisdiction (except financial lease, “location financière” and capital lease “crédit-bail”); |
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| Subscribers | shall have the meaning set forth in the appearances<br> herein; |
|---|---|
| Subsidiary | means any subsidiary controlled by the Issuer<br> within the meaning of article L. 233-3 I-1° of the French Commercial Code (Code de commerce) from time to time; |
| Tax | all<br> forms of direct and indirect taxes, registration or stamp duties, tariffs, customs and other import or export duties, excise duties,<br> levies, contributions, social security contributions, penalties or other amounts for failure to comply with DAS2 (Déclaration d'honoraires ou de commissions) or other Tax filing requirements in France and imposts and any charges, surcharges, deductions<br> and withholdings of a fiscal nature, at whatever time and in whichever jurisdiction created or imposed, and in all cases together<br> with all incidental or supplemental penalties, charges, interest, fines, default surcharges and costs, whether it be due out of principal<br> liability or out of secondary liability (à titre principal ou à titre solidaire) or as a result of any contractual<br> arrangements; |
| T3 Warrants | means<br> the warrants issued by the Company on May 7, 2025; |
| T3 Warrant Exercise | means<br> the investors exercising the T3 Warrants of no less than EUR 100,000,000; |
| Trading Days | shall<br> have the meaning set forth in the OCA Issue Agreement; |
| Tranche | means<br> together the Tranche A, the Tranche B Amortized Bonds, the Tranche C Amortized Bonds and the Non-Committed Tranche; |
| Tranche A | shall<br> have the meaning set forth under section 2.2; |
| Tranche B Amortized Bonds | shall<br> have the meaning set forth under section 2.3; |
| Tranche B Amortized Bonds Issue Agreement | shall<br> have the meaning set forth under section 2.3; |
| Tranche C Amortized Bonds | shall<br> have the meaning set forth under section 2.3; |
| Tranche C Amortized Bonds Issue Agreement | shall<br> have the meaning set forth under section 2.3; |
| Tranche C Milestones | means<br> the conditions set out in Article 2.3 of the Amortized Bond Agreements to be met so as Tranche C Amortized Bonds may be issued. |
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| US Pledge of Intellectual Property Rights Agreement | means<br> the pledge of intellectual property rights agreement (nantissement de droits de propriété intellectuelle) governed<br> by the law of the state of New York to be entered into between the Issuer and the Security Agent; |
|---|---|
| Warrants | means<br> the warrants that the Issuer has agreed to grant to the Subscribers pursuant to the Warrants Issue Agreement; |
| Warrants Issue Agreement | means<br> the warrants issue agreement in respect of the Warrants entered into between, inter alios, the Company, Kreos Capital VIII<br> Aggregator SCSp and Claret European Growth Capital Fund IV Aggregator LP executed on the date of this Agreement; |
| 1.2. | In this Subscription Agreement, except as<br> otherwise provided herein: |
| --- | --- |
| (i) | words importing the singular include the<br> plural and vice versa; |
| --- | --- |
| (ii) | words denoting gender include every gender; |
| --- | --- |
| (iii) | words denoting persons include bodies<br> corporate or unincorporated; |
| --- | --- |
| (iv) | a section, clause, sub-clause or Schedule<br> is to a section, clause, sub-clause or Schedule, as the case may be, of or to this Subscription<br> Agreement, as amended from time to time; |
| --- | --- |
| (v) | any provision of a statute shall be construed<br> as a reference to that provision as amended, modified, re-enacted or extended from time to<br> time; |
| --- | --- |
| (vi) | words and expressions in the French language<br> defined in the French Commercial Code (Code de commerce) or the French Monetary and<br> Financial Code (Code monétaire et financier) as amended shall bear the same<br> meanings herein, and |
| --- | --- |
| 1.3. | The headings in this Subscription Agreement<br> are for ease of reference only and shall not affect the construction of this Agreement. |
| --- | --- |
| 1.4. | Should any conflicts occur between this Agreement<br> and any ancillary contractual document entered into between the parties, the Parties agree<br> that this Subscription Agreement’s provisions shall prevail. |
| --- | --- |
| 2. | OCA and Amortized Bonds |
| --- | --- |
| 2.1. | Legal form of the issuance of OCA and Amortized<br> Bonds |
| --- | --- |
The issuance of the OCA and the Amortized Bonds and any other issuance under the Non-Committed Tranche shall be made by way of a private placement without "offre au public" as defined under article L. 411-2 of the French Monetary and Financial Code (Code monétaireet financier) and will not be admitted to trading on a regulated market (marché réglementé) or multilateral trading system (système multilatéral de négociation).
| 2.2. | OCA |
|---|---|
| (i) | Subject to the conditions precedent set<br> forth in section 3.1 hereof, Issuer shall issue and OCA Subscribers shall subscribe<br> to OCA in a total nominal amount of thirty five million Euros (EUR 35,000,000), with a par<br> value of EUR 1 per OCA, in one single issue, to be subscribed at Issuer’s request in<br> a single full drawdown, on the Completion Date (“Tranche A”), in the proportions<br> set out in Schedule 1. |
| --- | --- |
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| (ii) | The issue of the OCA, their ranking,<br> applicable interests and repayment schedules, and all relevant provisions shall be governed<br> by the issue agreement relating to the OCA attached in agreed form as Schedule 3<br> hereto (the "OCA Issue Agreement"). |
|---|---|
| 2.3. | Amortized Bonds |
| --- | --- |
Subject to the conditions precedent set forth in sections 3.2 and 3.3 hereof, Issuer shall issue and Amortized Bonds Subscribers shall subscribe to Amortized Bonds in a maximum total nominal amount of ninety five million Euros (EUR 95,000,000), with a par value of EUR 100,000 per Amortized Bond, in two different issues of (i) a maximum amount of forty million Euros (EUR 40,000,000) to be issued upon the Completion Date and to be subscribed at the Issuer’s request in a single full drawdown upon the Completion Date (the “Tranche B AmortizedBonds”) and a (ii) maximum amount of fifty five million Euros (EUR 55,000,000) to be available in one issuance of no less than ten million Euros (EUR 10,000,000) during the Tranche C Issuance Period (as defined in the Tranche C Amortized Bonds Issue Agreement) to be subscribed at the Issuer’s request (the “Tranche C Amortized Bonds”), in each case in the proportions set out in Schedule 1.
The issue of the Amortized Bonds, their ranking, applicable interests and repayment schedules, and all relevant provisions shall be governed by the issue agreement respectively attached in agreed form as Schedule 4 hereto for the Tranche B Amortized Bonds Issue Agreement (the “Tranche BAmortized Bonds Issue Agreement") and as Schedule 5 hereto for the Tranche C Amortized Bonds Issue Agreement (the “Tranche C Amortized Bonds Issue Agreement”).
| 2.4. | The Issuer shall provide the Subscribers<br> with (i) 1 Business Day notice prior to the Drawdown Date in respect of Tranche A and<br> Tranche B Amortized Bonds or (ii) 30 days’ notice prior to each issuance in respect<br> of Tranche C Amortized Bonds (as the case may be), each in the form of a Drawdown Notice. |
|---|---|
| 2.5. | The obligations of each Subscriber under<br> this Subscription Agreement are several. Failure by a Subscriber to perform its obligations<br> under the Subscription Agreement does not affect the obligations of any other Party (including<br> the other Subscriber) under this Subscription Agreement. No Subscriber is responsible for<br> the obligations of any other Subscriber under this Subscription Agreement. |
| --- | --- |
| 2.6. | Non-Committed Tranche |
| --- | --- |
An additional uncommitted tranche of a maximum total nominal amount of twenty million euros (EUR 20,000,000) that may be issued by the Issuer and subscribed to by the Subscribers, subject to mutual consent of the Issuer and Subscribers following NDA Approval for NATIV3 and the execution of appropriate documents (the “Non-Committed Tranche”).
| 2.7. | Disruption |
|---|
For each drawdown under each Tranche, any delay by any Subscriber to fund any Tranche as a result of a disruption not under the Subscriber’s control, including, without limitation, due to a cyber-attack, computer hacking or similar event shall not constitute a breach by the Subscriber of its obligations under this Subscription Agreement; provided that the relevant Subscriber shall inform the Issuer of such delay and remedy such situation as soon as practicable.
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| 2.8. | Termination and Discharge; Optional Tranche<br> C |
|---|
Upon the full and final repayment in cash of all amounts outstanding under the Tranche A, Tranche B Amortized Bonds, and, if issued, Tranche C Amortized Bonds and the Non-Committed Tranche, to the satisfaction of the Holders, including all principal, accrued interest and any other amounts due and payable thereunder (and excluding for the avoidance of doubt any payment which is (a) is avoided or declared invalid, or (b) otherwise becomes repayable, or (c) proves to not have been effectively received), this Subscription Agreement and each of the Issue Agreements and of the Security Documents shall automatically terminate and cease to have any further force or effect, and the Company shall be fully and irrevocably discharged from any and all of its obligations thereunder, including, for the avoidance of doubt, any representations, warranties, covenants or undertakings.
Upon such repayment, all Security Interests created or contemplated under the Security Documents shall be unconditionally released and discharged, and shall cease to be enforceable, provided that the Security Agent shall, at the Company’s reasonable request and cost, execute and deliver any document or take any action reasonably required to evidence or give effect to such release.
Without prejudice to the foregoing, in the event that the Company elects not to drawdown the Tranche C Amortized Bonds, notwithstanding that all applicable conditions precedent to such drawdown have been satisfied, the Company will use its best efforts to inform the Representative in writing of such election as soon as reasonably practicable and, in any event, no later than 15 February 2027.
| 3. | Conditions Precedent |
|---|---|
| 3.1. | The effective subscription of Tranche B Amortized<br> Bonds and Tranche A (OCA) in accordance with the terms of the Tranche B Amortized Bonds Issue<br> Agreement and OCA Issue Agreement will take place on the date the last of the following conditions<br> is fulfilled or waived by the Subscribers (the "Completion Date"). Such<br> conditions are provided for the sole benefit of Subscribers, which may waive all or any of<br> them in writing no later than on Completion Date (the "Deadline") |
| --- | --- |
| (i) | Approval by the Issuer’s board of<br> directors (conseil d’administration) and, if applicable, decision from the Chief<br> Executive Officer, acting upon delegation from the Board of Directors, of: |
| --- | --- |
| (a) | the terms and conditions of the Subscription<br> Agreement; |
| --- | --- |
| (b) | the issuance of the OCA and the ancillary<br> documents including the terms and conditions of the OCA Issue Agreement as Schedule 3, |
| --- | --- |
| (c) | the issuance of the Tranche B Amortized<br> Bonds Issue and the ancillary documents including the terms and conditions of the Tranche<br> B Amortized Bonds Issue Agreement as Schedule 4 hereto, |
| --- | --- |
| (d) | the terms and conditions of the Tranche<br> C Amortized Bonds Issue Agreement as Schedule 5 hereto, |
| --- | --- |
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| (e) | the issuance of the Warrants and the<br> ancillary documents including the terms and conditions of the Warrants Issue Agreement, as<br> Schedule 6 hereto, |
|---|---|
| (f) | the terms and conditions of the Put Option<br> Agreement, as Schedule 7 hereto, |
| --- | --- |
| (g) | the terms and conditions of the intercreditor<br> agreement in agreed form attached as Schedule 8 hereto (the "Intercreditor Agreement"); |
| --- | --- |
| (h) | the granting of the Security Interest<br> created under the Security Documents; and |
| --- | --- |
| (i) | the terms and conditions of the Security<br> Documents in agreed form attached as Schedule 9 hereto; |
| --- | --- |
| (ii) | Execution by and between the Issuer and<br> the Amortized Bonds Subscribers of the Tranche B Amortized Bonds Issue Agreement; |
| --- | --- |
| (iii) | Execution by and between the Issuer<br> and the OCA Subscribers of the OCA Issue Agreement; |
| --- | --- |
| (iv) | Execution by and between Issuer, Kreos<br> Capital VIII Aggregator SCSp, and Claret European Growth Capital Fund IV Aggregator LP and<br> Claret Kermode Fund II, SCSp.,of: |
| --- | --- |
| (a) | the Warrants Issue Agreement; |
| --- | --- |
| (b) | the Put Option Agreement; |
| --- | --- |
| (v) | Execution by and between the Issuer and<br> the Subscribers of the Intercreditor Agreement; |
| --- | --- |
| (vi) | Execution by all parties thereto of the<br> Security Documents; |
| --- | --- |
| (vii) | Confirmation by the Issuer that: |
| --- | --- |
| (a) | the EIB Financing has been repaid; |
| --- | --- |
| (b) | there is no Indebtedness other than (i) unsecured<br> third-party Indebtedness of the Issuer and provided by financial institutions or banks other<br> than Indebtedness as described in Schedule 10, and (ii) any other unsecured Indebtedness<br> towards financial institutions or banks in the ordinary course of business of a maximum aggregate<br> amount of EUR 7,000,000 as described in Schedule 10; |
| --- | --- |
| (c) | none of such indebtedness is secured; |
| --- | --- |
| (viii) | Confirmation by the Issuer that no<br> Event of Default (or any event or circumstance specified in Article 9 (Events of Default) of the Tranche B Amortized Bonds Issue Agreement and OCA Issue Agreement which<br> would, with the expiry of a grace period, the giving of notice, the making of any determination<br> under the Issue Documents or any combination of any of the foregoing, become an Event of<br> Default, has occurred and is continuing; |
| --- | --- |
| (ix) | The Issuer having served a Drawdown Notice<br> in respect of both the Tranche B Amortized Bonds and OCA in accordance with the provisions<br> of Clause 2.3 above; and |
| --- | --- |
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| (x) | The Company having raised at least EUR<br> 90 million of new money (gross proceeds) in the form of equity, unsecured convertible bonds,<br> and/or other equity-linked instruments. |
|---|---|
| 3.2. | If the Conditions Precedent are neither met<br> by the Deadline nor waived by the Subscribers by such Deadline, this Subscription Agreement<br> will be null and void and the Parties will be released on this date from any obligation or<br> commitment resulting here from. |
| --- | --- |
| 3.3. | If this Subscription Agreement is terminated<br> in accordance with clause 3.2, the Subscribers shall be entitled to permanently retain the<br> Deposit, save for if the conditions precedent are not met for a reason only attributable<br> to any OCA Subscriber, in which case the Deposit shall be promptly returned to the Issuer. |
| --- | --- |
| 3.4. | For each drawdown under Tranche C Amortized<br> Bonds, the effective subscription of Tranche C Amortized Bonds in accordance with the terms<br> of the Tranche C Amortized Bonds Issue Agreement shall be conditional upon the following<br> additional conditions precedent to the conditions precedent set forth in Article 3.1,<br> which are provided for the sole benefit of Amortized Bonds Subscribers, which may waive all<br> or any of them in writing: |
| --- | --- |
| (i) | Issuance of the relevant number of Tranche<br> C Amortized Bonds by the Issuer’s board of directors (conseil d’administration)<br> or CEO (directeur général) acting pursuant to a delegation granted by<br> the Issuer’s board of directors (conseil d’administration), in accordance<br> with the provisions of article L.228-40 of the French Commercial Code and in accordance with<br> the terms and conditions of the Issue Documents; |
| --- | --- |
| (ii) | Confirmation by the Issuer that no Event<br> of Default (or any event or circumstance specified in Article 9 (Events of Default)<br> of the Amortized Bonds Issue Agreements and OCA Issue Agreement which would, with the expiry<br> of a grace period, the giving of notice, the making of any determination under the Issue<br> Documents or any combination of any of the foregoing, become an Event of Default, has occurred<br> and is continuing; |
| --- | --- |
| (iii) | The Issuer having served a Drawdown<br> Notice in respect of the relevant number of Tranche C Amortized Bonds at the latest thirty<br> (30) days before the requested subscription and funding date, which will not be later than<br> 28^th^ February 2027; |
| --- | --- |
| (iv) | As at the date on which the Issuer delivers<br> the Drawdown Notice, the Debt to Market Capitalisation Ratio not being higher than ten percent<br> (10.00%); and |
| --- | --- |
| (v) | Confirmation that the Issuer achieved<br> the Primary Composite Endpoint ; |
| --- | --- |
| (vi) | Confirmation of the T3 Warrant Exercise<br> or any other equity raise, for an aggregate amount of not less than EUR 100,000,000 (gross<br> proceed). |
| --- | --- |
| 4. | Commitments |
| --- | --- |
| 4.1. | The Issuer undertakes with the Representatives<br> (acting on instructions of the Majority Holders) that, from the Completion Date and for so<br> long as any amount is or may be outstanding under this Subscription Agreement, and except<br> with the prior written consent of the Representatives (acting on instructions of the Majority<br> Holders), it shall (and shall procure that each Group Company will) to: |
| --- | --- |
| 4.1.1. | Authorisations |
| --- | --- |
obtain, maintain in force and effect and comply in all material respects with the terms of all authorisations, approvals, licences, exemptions, notarisations and consents required in or by any applicable laws and regulations to the extent failing to do so would have a Material Adverse Effect;
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| 4.1.2. | Litigation |
|---|
promptly upon becoming aware of them, deliver to the Representatives details of (i) any material litigation, arbitration or administrative proceedings, which are current or threatened in writing,, and which would, if adversely determined, have a Material Adverse Effect or result in a cost or liability for the Issuer of more than EUR 5,000,000 on a single basis pursuant to a final and binding order, judgment or award, which has been regularly notified to the Issuer and with no possible recourse and (ii) any judgment or order of a court, arbitral body or agency which is made against any Group Company, and which would, if adversely determined, have a Material Adverse Effect;
| 4.1.3. | Events of Default |
|---|
promptly inform the Representatives of the occurrence of any Event of Default (or any event or circumstance specified in Article 9 of the Amortized Bonds Issue Agreements (Events of Default) or in Article 8 of the OCA Issue Agreement which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Issue Documents or any combination of any of the foregoing become an Event of Default), and, upon receipt of a written request to that effect from the Representatives, confirm to the Representatives that, save as previously notified to the Representatives or as notified in that confirmation, no such event has occurred;
| 4.1.4. | Negative Pledge |
|---|---|
| (i) | without prejudice to the Security Documents<br> and the Intercreditor Agreement, not: |
| --- | --- |
| (a) | create or allow to subsist, any Security<br> Interest over the whole or any part of the assets of the Issuer; or |
| --- | --- |
| (b) | permit or agree to any material adverse<br> variation or modification of any asset covered by a Security; or |
| --- | --- |
| (c) | pledge or assign by way of security,<br> without the Security Agent’s prior written consent or as authorised in the Security<br> Documents, of all or part of the Intellectual Property rights covered by the Security Documents. |
| --- | --- |
| (ii) | Sub-paragraph (i) above does not<br> apply to any Permitted Security, where “Permitted Security” means: |
| --- | --- |
| (a) | any Security; |
| --- | --- |
| (b) | any netting or set-off arrangement entered<br> into by any Group Company in the ordinary course of its banking arrangements for the purpose<br> of netting debit and credit balances; |
| --- | --- |
| (c) | any payment or close out netting or set-off<br> arrangement pursuant to any Permitted Hedging, but excluding any Security under a credit<br> support arrangement in relation to a hedging transaction; |
| --- | --- |
| (d) | any lien arising by operation of law<br> if in the ordinary course of business or trading; or |
| --- | --- |
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| (e) | any Security arising under any retention<br> of title, hire purchase or conditional sale arrangement or arrangements having similar effect<br> in respect of goods supplied to a Group Company in the ordinary course of trading and on<br> the supplier's standard or usual terms and not arising as a result of any default or omission<br> by any Group Company. |
|---|---|
| (f) | any Security not otherwise permitted<br> pursuant to any of the above paragraphs granted as security for any indebtedness the principal<br> amount of which does not exceed EUR 2,500,000) (or its equivalent in another currency or<br> currencies). |
| --- | --- |
| (g) | any security for Taxes, fees, assessments<br> or other government charges or levies, which are not yet due, or which are being contested<br> in good faith and for which the Issuer maintains adequate reserves on its books, if they<br> have no priority over any of the Transaction Security documents (unless by operation of law). |
| --- | --- |
| 4.1.5. | Distribution of dividends |
| --- | --- |
refrain from:
| (i) | declaring, making or paying any dividends<br> charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other<br> distribution) (whether in cash or in kind) on or in respect of its share capital (or any<br> class of its share capital) or any other amounts eligible under French corporate law; |
|---|---|
| (ii) | repaying or distributing any dividend<br> or share premium reserve; |
| --- | --- |
| (iii) | paying any management, advisory or other<br> fee to or to the order of any of shareholders holding more than 10% of the share capital<br> of the Issuer; or |
| --- | --- |
| (iv) | redeeming, repurchasing, defeasing, retiring<br> or repaying any of its share capital or resolving to do so except in the context of Article L.225-209-2<br> of the Code de commerce, |
| --- | --- |
in each case without the prior consent of both of the Representatives (acting on instructions of the Majority Holders) which may not be unreasonably withheld or delayed, except for the avoidance of doubt, for distributions under the royalties certificates issued to shareholders of the Issuer on 31 August 2023 and 18 July 2024, in accordance with their initial terms.
| 4.1.6. | Insurance |
|---|
maintain adequate risk protection through insurances on and in relation to its business and assets to the extent reasonably required on the basis of good business practice taking into account, inter alia, its (and any Group Company's) financial position and nature of operations. All insurances must be with reputable insurance companies or underwriters;
| 4.1.7. | Indebtedness |
|---|
not incur or allow to remain outstanding any Indebtedness, with the exception of the following (“Permitted Financial Indebtedness”):
| (i) | Indebtedness incurred under the Issue<br> Documents. |
|---|
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| (ii) | Any additional unsecured Indebtedness<br> in an aggregate outstanding principal amount not exceeding EUR 10,000,000 (ten million euros)<br> at any time; |
|---|---|
| (iii) | Any unsecured existing Indebtedness<br> under the EIB Financing until the earlier of (x) the date falling 30 Business Days from<br> the date of this Agreement and (y) Completion Date; |
| --- | --- |
| (iv) | Any other existing unsecured Indebtedness<br> in an aggregate outstanding principal amount not exceeding (seven million euros) EUR 7,000,000<br> at any time; |
| --- | --- |
| (v) | In respect of a Permitted Guarantee; |
| --- | --- |
| (vi) | Indebtedness arising out of Permitted<br> Hedging, provided that they are incurred for the purpose of fixing, hedging, swapping or<br> otherwise managing interest rate, commodity price or foreign currency exchange rate risk<br> and not for speculative purposes; |
| --- | --- |
| (vii) | Under any Finance Lease if the aggregate<br> liability in respect of the equipment leased does not at any time exceed EUR 7,000,000 (seven<br> million euros) (or its equivalent in another currency or currencies); |
| --- | --- |
| (viii) | Under a royalty deal agreement (a "Royalty Agreement") related to the Lanifibranor under which the Issuer may receive one or<br> several lump sum payment(s) in consideration of a percentage of the future sales of<br> the Lanifibranor, provided that: |
| --- | --- |
| i. | the annual aggregate amount to be paid by<br> the Borrower under a Royalty Agreement does not exceed an amount corresponding to 5% of the<br> annual net sales of Lanifibranor as defined and determined in such Royalty Agreement; or |
| --- | --- |
| ii. | the maximum aggregate amount (calculated<br> from the signing of a Royalty Agreement until its expiration date) to be paid by the Borrower<br> under a Royalty Agreement does not exceed an amount equal to four (4) times the lump<br> sum payments received by the Issuer under such Royalty Agreement; |
| --- | --- |
| (ix) | Indebtedness arising from agreements<br> providing for customary guarantees, indemnification, obligations in respect of earn-outs<br> or other adjustments of purchase price to the extent such obligations constitute Indebtedness<br> or, in each case, similar obligations, in each case, incurred or assumed in connection with<br> the acquisition or disposition of any business or assets or person or any share of a Subsidiary<br> of the Issuer, provided that the maximum liability of the Issuer in respect of all such Indebtedness<br> shall at no time exceed the gross proceeds, including the fair market value of non-cash proceeds<br> (measured at the time received and without giving effect to any subsequent changes in value),<br> actually received by the Issuer and its Subsidiaries in connection with such disposition;<br> and |
| --- | --- |
| (x) | Any Indebtedness with the prior consent<br> of the Majority Holders. |
| --- | --- |
The Issuer shall not (and shall ensure that no Group Company shall) incur or allow to remain outstanding any Indebtedness owing to any shareholder of a Group Company (excluding other Group Companies) or any persons or companies related to them, unless such Indebtedness is Permitted Financial Indebtedness or is on terms (including interest, repayment and subordination) satisfactory to the Holders.
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| 4.1.8. | Subordination |
|---|
Unless otherwise expressly authorised by both of the Representatives (acting on instructions of the Majority Holders) respectively appointed under the Amortized Bonds Issue Agreements and OCA Issue Agreement in accordance with the terms of the Intercreditor Agreement, subordinate and rank any existing Indebtedness between the Issuer and any Affiliate (within the meaning assigned in the Intercreditor Agreement), after the rights and interests created by the Issue Documents.
| 4.1.9. | Financial covenants |
|---|---|
| 4.1.9.1. | As long as any amount is or may be outstanding<br> under the Issue Documents, the Issuer shall maintain a minimum cash and cash equivalent amount<br> of EUR 30,000,000 at all times with the following repartition and shall grant the Representative,<br> on each Business Day and at such Representative's request, access to such cash amount for<br> the purposes of testing compliance with the provisions of this clause,: |
| --- | --- |
This amount will be held in one or more accounts located in Luxembourg on which the Holders shall have a perfected Security.
Notwithstanding the above, the accounts shall continue to operate subject to the terms of the Security Documents.
In particular:
| (a) | the Issuer shall be entitled to freely<br> access, operate and dispose of the accounts; and |
|---|---|
| (b) | no Holder shall have any right to interfere<br> with, restrict or condition the operation of the accounts by the Issuer, unless and until<br> the enforcement of the Security Interest; |
| --- | --- |
For the avoidance of doubt, any information relating to the accounts or otherwise obtained by any Holder in the course of any review, monitoring or due diligence conducted pursuant to this
Subscription Agreement:
| (i) | is provided for information purposes only;<br> and |
|---|---|
| (ii) | except in the context of Security Interest,<br> shall not be relied upon by any Holder to challenge, restrict or otherwise affect the validity,<br> performance or enforceability of any transaction, operation or instruction carried out by<br> the Issuer in respect of the accounts in compliance with the terms of this Subscription Agreement; |
| --- | --- |
This covenant (i) shall cease to apply upon the Issuer delivering a written notice to the Holders evidencing that it has achieved a Market Capitalisation of at least EUR 2,000,000,000 determined by reference to the Market Capitalisation as the close of trading on each Trading Day over a period comprising fifteen (15) consecutive Trading Days and (ii) shall immediately and automatically re-apply should Market Capitalisation as at the close of trading fall below EUR 2,000,000,000 over a period comprising seven (7) consecutive Trading Days (and the Issuer shall promptly notify the Holders of the occurrence of such re-application);
| 4.1.9.2. | As long as any amount is or may be outstanding<br> under the Issue Documents, the Issuer shall hold in accounts located in the Luxembourg, from<br> September 30, 2026, the lesser of: |
|---|---|
| (i) | EUR 75,000,000 (less any repayment or<br> prepayment), and |
| --- | --- |
23
| (ii) | Two thirds (2/3) of the Group Total Consolidated<br> Cash & Cash Equivalents Balance. |
|---|
The remaining amount may be held in France and/or any other mutually agreed jurisdiction.
The Issuer shall ensure that all cash refer to this clause 4.1.9.2 and held in Luxembourg shall be maintained in bank accounts with immediate, same day availability and no withdrawal restrictions.
Notwithstanding the above, this covenant shall cease to apply upon the Issuer completing the Primary Composite Endpoint and the T3 Warrant Exercise or any other equity raise of not less than EUR 100,000,000 (gross proceed).
| 4.1.10. | Sanctions and Anti-Money Laundering |
|---|---|
| (i) | provide to the Holders, upon written request,<br> all documents, confirmations and evidence required by the Holders to satisfy its "know<br> your customer" (KYC) requirements or similar identification checks in order to meet<br> its obligations from time to time under applicable money laundering, or similar, laws and<br> regulations; |
| --- | --- |
| (ii) | at all times comply with the requirements<br> of all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions; |
| --- | --- |
| (iii) | provide the Subscribers with, upon written<br> request, any information regarding the Issuer and any of its Subsidiaries and each of their<br> respective shareholders holding more than 10 % of the share capital of the Company and to<br> the extent available to the Issuer (or any ultimate beneficial owner thereof) necessary for<br> the Subscribers to comply with all applicable Anti-Corruption Laws, Anti-Money Laundering<br> Laws and Sanctions; |
| --- | --- |
| (iv) | maintain in effect and enforce policies<br> and procedures reasonably designed to ensure compliance with applicable Anti-Corruption Laws,<br> Anti-Money Laundering Laws and Sanctions; and |
| --- | --- |
| (v) | not be resident, located or incorporated<br> in or operating from a Designated Jurisdiction. |
| --- | --- |
Notwithstanding any other provision of this Subscription Agreement, the Issuer shall not use, and shall ensure that no Subsidiary, nor its or their respective directors, officers, employees, agents and representatives shall knowingly use, the proceeds of any amount drawn under the Issue Documents, directly or indirectly, (i) in furtherance of an offer, payment, promise to pay, or authorisation of the payment or giving of money, or anything else of value, to any person in violation of any Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions, (ii) to fund, finance or facilitate any activities, business or transaction of or with any Sanctioned Person or in any Designated Jurisdiction, or (iii) in any other manner that would or could reasonably be expected to result in the violation by any party of any applicable Sanctions, Anti-Corruption Laws or Anti-Money Laundering Laws;
| 4.1.11. | ESG |
|---|---|
| (i) | comply with any material Environmental<br> Law and implement procedures to monitor compliance with and to prevent liability under any<br> Environmental Law; |
| --- | --- |
| (ii) | (a) provide the Subscribers with<br> a completed ESG questionnaire (in the form provided to it by the Subscribers) annually, by<br> the deadline requested in such questionnaire; and (b) promptly provide to the Subscribers<br> such other information as the Subscribers may reasonably request from time to time (in the<br> form required by the Subscribers) concerning the Issuer’s and/or any subsidiary’s<br> environmental, social and governance policies, procedures and best practices, so as to enable<br> the Subscribers to be compliant with applicable laws, regulations and their reporting obligations; |
| --- | --- |
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| (iii) | not (and shall procure that each of<br> its Subsidiaries), to the best of its knowledge (acting with due care and enquiry) derive<br> any of its revenue or profit from (a) the growth and/or manufacture of tobacco or tobacco<br> products, (b) the sex and/or adult entertainment industry, including prostitution and<br> the production and/or sale of pornography, (c) the extraction and/or production of oil<br> or gas (i.e. upstream oil and gas activities), (d) the mining and/or extraction of thermal<br> coal, (e) food speculation, (f) commercial logging operations, (g) the fur<br> industry, including farming, trading and/or manufacturing, (h) cross-border trade in<br> waste and waste products, (i) hazardous chemicals, (j) distilled alcohol, (k) conventional<br> weapons or ammunition, or production of any key component thereof, (l) nuclear, biological<br> and chemical weapons, cluster bombs, landmines and uranium ammunition or any key component<br> of any of the foregoing, (m) gambling companies or casinos, including online casinos<br> and/or betting offices, (n) any cryptocurrencies that are intended to be used for online<br> gambling or any other illegal online transactions, (o) any business which impinges on<br> lands owned, or claimed under adjudication, by indigenous people, (p) fossil fuel-based<br> energy production and related activities, and/or (q) electronic data programs or solutions<br> which are intended to enable illegal entry into electronic data networks or to download electronic<br> data ; |
|---|---|
| 4.1.12. | Banking Entity, Broker Dealer Entity<br> and Covered Foreign Persons |
| --- | --- |
| (i) | not at any time be a Covered Foreign Person; |
| --- | --- |
| (ii) | not at any time be a Banking Entity or<br> a Broker Dealer Entity. |
| --- | --- |
| 4.1.13. | Compliance with laws |
| --- | --- |
comply in all respects with all laws, ordinances and regulations to which it may be subject, if failure so to comply has or is reasonably likely to have a Material Adverse Effect;
| 4.1.14. | Tax residence |
|---|
not change its residence for tax purposes;
| 4.1.15. | Company name |
|---|
not change its company name without prior written approval from the Holders, such consent not to be unreasonably withheld or delayed;
| 4.1.16. | Taxes |
|---|
(and shall procure that each Subsidiary shall) pay and discharge all taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that (i) such payment is being contested in good faith, (ii) adequate reserves are being maintained for those taxes and the costs required to contest them, (iii) such payment can be lawfully withheld and (iv) failure to pay those taxes has not and is not reasonably likely to have a Material Adverse Effect;
25
| 4.1.17. | Notification of judgments |
|---|
provide to the Representatives, promptly upon becoming aware of them, the details of any judgment or order of a court, arbitral body or agency which is made against the Issuer or any of its Subsidiaries, and which might have a Material Adverse Effect;
| 4.1.18. | Information |
|---|---|
| (i) | provide the Holders with such financial<br> or other information related to the Issuer's business as the Holders may reasonably request<br> which is available to the Issuer and which is reasonably relevant to the monitoring by the<br> Holders of their debt position and exposure, except to the extent that such information constitutes<br> (i) ‘inside information’ within the meaning of Regulation (EU) No 596/2014<br> on market abuse, (ii) personal data, or (iii) material or sensitive scientific<br> information. For the avoidance of doubt, the Issuer shall not be obligated to engage third<br> parties or incur any extraordinary costs or expenses to generate or create the information<br> requested. |
| --- | --- |
| (ii) | determine within five Business Days of<br> the receipt of the request whether the information falls within one of the 3 exceptions listed<br> in paragraph (i) above and in the event that the information is Material Non-Public<br> Information and therefore cannot be disclosed at that time, the Issuer would use its reasonable<br> efforts to present such information at the next board meeting. |
| --- | --- |
| 4.1.19. | Maintenance of consents |
| --- | --- |
(and shall procure that each Subsidiary shall) maintain in force and promptly obtain or renew all consents required (i) for the Issuer and each Subsidiary to perform its obligations under the Issue Documents, (ii) for the legality, validity, admissibility or enforceability of the Issue Documents, and (iii) for the Issuer and each Subsidiary to continue to own its material assets, and the Issuer shall, and shall procure that each Subsidiary shall, comply with the terms of all such consents;
| 4.1.20. | Disposal of assets |
|---|---|
| (i) | not (and shall procure that no Subsidiary<br> shall), by one or a series of transactions, whether related or not and whether at one time<br> or over a period of time: |
| --- | --- |
| (a) | dispose of all or any part of any Group<br> Company's business or assets (including any shares or security of any entity or a business<br> or undertaking, or any interest in any of them); |
| --- | --- |
| (b) | enter into any sale and repurchase agreement<br> covering all or substantially all of its assets of any Group Company; or |
| --- | --- |
| (c) | sell, transfer or otherwise dispose of any<br> of its receivables. |
| --- | --- |
26
| (ii) | Sub-paragraph (i) above does not<br> apply to any Permitted Disposal (provided that such disposal does not affect the validity,<br> legality and enforceability of, or the effectiveness or ranking of the Holders’ Security)<br> where “Permitted Disposal” means: |
|---|---|
| (a) | any disposal made with the prior written<br> consent of the Majority Holders; |
| --- | --- |
| (b) | any disposal made on arm's length terms<br> in the ordinary course of business of a Group Company; |
| --- | --- |
| (c) | any disposal made on arm's length terms<br> and at fair market value for cash, which is reinvested within twelve (12) months of receipt<br> of such cash proceeds in assets of comparable or superior type, value and quality; |
| --- | --- |
| (d) | any disposal made on arm's length terms<br> in exchange for other assets comparable or superior as to type, value and quality; |
| --- | --- |
| (e) | any disposal made on arm’s length<br> terms by one Group Company to another Group Company where the Holders have Security over<br> that latter Group Company; |
| --- | --- |
| (f) | any disposal constituted by a licence or<br> any other form of exploitation of Intellectual Property made at arm’s length terms; |
| --- | --- |
| (g) | any disposal made in relation to non-material<br> assets which have depreciated to less than 25% (twenty five per cent.) of their initial value<br> or which are obsolete; |
| --- | --- |
| (h) | any disposal arising as a result of Permitted<br> Security; |
| --- | --- |
| (i) | any actions or disposal (including, for<br> the avoidance of doubt, any licences and patents and patents maintenance and patents prosecutions)<br> relating to patents, patents application or any other Intellectual Property other than Registered<br> Patents as set out in section 4.1.25; |
| --- | --- |
| (j) | any transfer, sell, disposal, licence, assignment,<br> of any asset up to one million euros (EUR 1,000,000) per annum or as otherwise permitted<br> under the Security Documents ; |
| --- | --- |
| (k) | any transfer, sell, disposal, licence, assignment,<br> of all or part of the Company's site located in Dijon; |
| --- | --- |
| (l) | any transfer, sell, disposal, licence, assignment,<br> partnership, collaboration, relating to all or part of the Company's pre-clinical Yap-Tead<br> program (including, without limitation all intellectual property rights in relation thereto);<br> or |
| --- | --- |
| (m) | any transfer, sell, disposal, licence, assignment,<br> partnership, collaboration, relating to all or part of the Company's NR4A1 program (including,<br> without limitation all intellectual property rights in relation thereto). |
| --- | --- |
The Issuer shall give immediate notice to the Representatives of any judicial process or encumbrance affecting any asset which is the subject of a Security Interest pursuant to any Security Document;
27
| 4.1.21. | Quasi-security |
|---|
not (and shall ensure that no Subsidiary shall) (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are leased to or intended to be re-acquired by the Issuer or any Subsidiary, (ii) sell, transfer or otherwise dispose of any of its receivables, (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts, or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Indebtedness or of financing the acquisition of an asset;
| 4.1.22. | Maintenance of assets |
|---|
maintain in good working order and condition (ordinary wear and tear excepted) all of its assets necessary for the conduct of its business;
| 4.1.23. | Permitted Hedging |
|---|
The Issuer shall not enter into any derivative transaction other than Permitted Hedging, where "Permitted Hedging" means:
| (i) | any derivative transaction to hedge actual<br> or projected exposure arising in the ordinary course of trading and not for speculative purposes;<br> and |
|---|---|
| (ii) | any derivative instrument of the Issuer<br> which is accounted for on a hedge accounting basis but is not entered into for speculative<br> purposes. |
| --- | --- |
| 4.1.24. | Intellectual Property |
| --- | --- |
(and shall procure that each Subsidiary shall) (i) use reasonable endeavours preserve and maintain the subsistence and validity of all material Intellectual Property necessary for its business, (ii) use reasonable endeavours to take action against, any infringement in any material respect of the Intellectual Property necessary for its business, (iii) prosecute and maintain all applications and registrations in respect of the Registered Patents and trademarks necessary for its business and pay all registration fees and taxes necessary to maintain such Registered Patents and trademarks in full force and effect, (iv) not take any step or omit to take any step in respect of such Registered Patents and trademarks which may materially and adversely affect the existence or value of such Registered Patents and trademarks, and (v) not discontinue the use of such Registered Patents and trademarks necessary for its business, unless such Registered Patents and trademarks has been the subject of a valid resolution of a quorate and duly-convened meeting of the board of directors confirming that any such Intellectual Property is either immaterial or no longer required in the ordinary course of the Issuer’s business;
| 4.1.25. | Mergers and restructurings |
|---|
not (and shall procure that no Subsidiary shall) enter into any amalgamation, demerger, merger or corporate reconstruction;
| 4.1.26. | Arm’s length transactions |
|---|
not (and shall procure that each Subsidiary shall not) carry on any trade or business with a company or acquire any assets, shares or equipment, other than in the normal course of business and upon an arm’s length basis;
28
| 4.1.27. | Acquisitions |
|---|
not (and shall (i) procure that no Subsidiary shall) incorporate or acquire any affiliate or acquire a company or any shares or securities or acquire a business or undertaking without the prior written consent of the Representatives (acting on instructions of the Majority Holders), with the exception of (a) the incorporation of any new Subsidiary in the context of the Issuer's business expansion or operations and where such Subsidiary is not expected to become a Material Group Company; and (b) the taking of a minority equity stake in a third party company in the context of a license out of Issuer's non-material assets or a research or development collaboration where such minority equity stake is valued at a maximum of 3 million euros, subject to (i) no Event of Default being continuing, (ii) Security being granted over such equity stake upon request from the Holders and (iii) such third party company or new Subsidiary being duly incorporated and exercising its activity in a country which is a member of the Organisation for Economic Co-operation and Development (OECD);
| 4.1.28. | Joint Ventures |
|---|
not (and shall ensure that no Subsidiary shall) enter into, invest in or acquire any shares, stocks, securities or other interest in any joint venture or transfer any assets or lend to or guarantee or give an indemnity for or give security for the obligations of a joint venture or maintain the solvency of or provide working capital to any joint venture (or agree to do any of the foregoing), with the exception of (a) the incorporation of any new Subsidiary in the context of the Issuer's business expansion or operations and where such Subsidiary is not expected to become a Material Group Company; and (b) the taking of a minority equity stake in a third party company in the context of a license out of Issuer's non-material assets or a research or development collaboration where such minority equity stake is valued at a maximum of 3 million euros, subject to (i) no Event of Default being continuing, (ii) Security being granted over such equity stake upon request from the Holders and (iii) such third party company or new Subsidiary being duly incorporated and exercising its activity in a country which is a member of the Organisation for Economic Co-operation and Development (OECD);
| 4.1.29. | Guarantees |
|---|
The Issuer shall not, and shall procure that no other Group Company shall, issue or allow to remain outstanding any guarantees in respect of any liability or obligation of any person other than Permitted Guarantee, where "Permitted Guarantee" means:
| (i) | guarantees issued in the ordinary course<br> of trade by any Group Company: |
|---|---|
| (ii) | under any Guarantee Agreement; |
| --- | --- |
| (iii) | under any negotiable instruments; |
| --- | --- |
| (iv) | in connection with any performance bond; |
| --- | --- |
| (v) | in connection with any Permitted Financial<br> Indebtedness; or |
| --- | --- |
| (vi) | with the prior written consent of the<br> Majority Holders; |
| --- | --- |
| (vii) | issued by one Group Company to another<br> Group Company |
| --- | --- |
29
| 4.1.30. | Loans |
|---|
The Borrower shall not, and shall ensure that no other member of the Group will, be a creditor in respect of any Indebtedness, save for:
| (i) | any trade credit extended by any Group<br> Company to its customers on normal commercial terms and in the ordinary course of its trading<br> activities; |
|---|---|
| (ii) | any loan made by one Group Company to<br> another Group Company; |
| --- | --- |
| (iii) | any advance payment made on arm's length<br> terms in the ordinary course of business to a third-party contract manufacturing organization<br> or contract development and manufacturing organization in order for such third-party to commence<br> the relevant manufacturing and/or contract development; and |
| --- | --- |
| (iv) | any other Indebtedness or loan advanced<br> to or made available by any Group Company with the prior written consent of the Majority<br> Holders. |
| --- | --- |
| 4.1.31. | Transfers to unsecured Subsidiaries |
| --- | --- |
not (and shall procure that each Subsidiary shall not) fund (by way of equity subscription or otherwise) and/or transfer (by way of intra-company loan or otherwise) any cash proceeds or cash equivalents to any Subsidiary which has not granted a Security Interest to the Subscribers over all or substantially all of its assets, in an aggregate amount in respect of all such Subsidiaries exceeding EUR 10,000,000 per financial quarter. The Issuer shall procure that any such Subsidiary shall not at any time hold or otherwise be entitled to assets (including cash or cash equivalents) with an aggregate amount exceeding EUR 2,500,000 , and in the event of a breach of this undertaking, the Issuer shall inform the Representatives as soon as possible and in any event within three (3) Business Days of such breach occurring;
| 4.1.32. | Existing Indebtedness |
|---|
not (and shall procure that each Subsidiary shall not) amend any of the terms of, or increase any amounts owing under, any existing Indebtedness, without the prior written consent of the Representatives (acting on instructions of the Majority Holders);
| 4.1.33. | No change of business |
|---|
procure that no substantial change is made to the general nature of the business of the Issuer or its Subsidiaries from that carried on at the date of this Subscription Agreement;
| 4.1.34. | No sub-participation |
|---|
not (and shall procure that no Subsidiary shall) purchase by way of assignment or transfer, enter into any sub-participation in respect of, or enter into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of, any amount outstanding under this Subscription Agreement or any Issue Document;
30
| 4.1.35. | Animal testing |
|---|
not (and shall (i) procure that each Subsidiary and its and their respective officers, employees, and affiliates, (ii) use its reasonable efforts that each of its, and its Subsidiaries, respective agents and directors, shall not), to the best of its knowledge (acting with due care and enquiry) undertake any animal testing procedures or animal experimentation unless the Issuer or the relevant Subsidiary (i) has committed to the application of industry standard “three R-principles” with respect to such animal testing procedures or animal experimentation, (ii) uses reasonable efforts to carry out any animal testing procedures or animal experimentation in accordance with EU- (as enacted into national laws) and/or US-regulations, (iii) uses reasonable efforts to ensure that any Contract Research Organization or Clinical Research Organization outside of the EU adheres to the Association for Assessment and Accreditation of Laboratory Animal Care International guidelines or a comparable standard, and (iv) provides an annual report, if applicable, on its activities related to animal testing on endangered species or non-human primates containing all information requested by the Representatives in their sole discretion;
| 4.1.36. | Costs associated with Charged Assets |
|---|
be responsible for all costs associated with the Charged Assets including all tax assessments, insurance premiums, operating costs as well as any fees associated with registering of any Security granted in connection with the Security Documents.
| 4.1.37. | Further assurances |
|---|
at the request of the Holders from time to time, any Material Group Company, which is not a Guarantor, shall execute a Guarantee Agreement, in form and substance reasonably satisfactory to the Holders, provided that in respect of Inventiva Inc, the execution of any such Guarantee Agreement shall be subject to a cost and benefit analysis to be conducted in good faith between the Parties;
at the request of the Holders from time to time (and shall procure that each relevant Group Company which had granted Security shall) promptly execute and deliver such further documents creating Security Interests in favour of the Security Agent over such assets of the relevant Group Company and in such form as the Security Agent may require in its discretion from time to time to: (i) secure all monies, obligations and liabilities of the Issuer and/or any Group Company to the Holders; (ii) facilitate the realisation of the Charged Assets; and/or (iii) exercise the powers conferred on the Security Agent or a receiver or administrator appointed under any Security Document, from time to time.
| 4.1.38. | Financial reporting and board observers |
|---|---|
| (i) | Subject to restrictions and conditions<br> set forth by the EU regulation n°596/2014 (the “MAR Regulation” entered<br> into force on July 3rd, 2016), by applicable US laws and regulations (including SEC<br> regulations), from the date of this Subscription Agreement and for so long as any amount<br> is or may be outstanding under this Subscription Agreement, the Holders will have the right<br> to receive, and the Issuer undertakes to provide the Holders promptly with: annual audited<br> consolidated financial statements, at the same time they are provided to the French Market<br> Authority through ONDE website |
| --- | --- |
| (ii) | representation at the Issuer’s<br> board of directors (conseil d’administation) through the appointment of Kreos Capital VIII (UK) Ltd. and Claret European Specialty Lending Company IV, S.à r.l.,<br> each as an observer (censeur) subject to the approval of the amendments of the Company's<br> by-laws at the next general shareholders meeting of the Issuer. Only one observer shall attend<br> the meetings of the Board of Directors at any given time. In no event shall such observer<br> disclose or communicate to any third party or any person within its company or group any<br> documents or information received in connection with the Board meetings. For the avoidance<br> of doubt, owing to their status as observers, both Subscribers will have the right to receive<br> all information and materials provided to the board of directors of the Issuer, at the same<br> time as such materials are provided to directors, subject only to customary redactions in<br> respect of legally privileged information or where disclosure would create a conflict of<br> interest with the Subscribers in their capacity as lenders. The Subscribers acknowledge that,<br> as a consequence, from the date of this Subscription Agreement, they will (as well as subsequent<br> Holders) be listed as a permanent insider with respect to Issuer, in accordance with MAR<br> Regulation’s provisions. |
| --- | --- |
31
| 4.1.39. | Additional Security |
|---|
The Issuer shall at its own cost by no later than thirty (30) Business Days from the Completion Date, (x) enter into security interests agreements in favour of the Security Agent (acting for and on behalf of the Holders) over all registered trademarks, granted patents, and registered domain names owned by the Issuer and registered or otherwise protected under the laws of (i) the Federal Republic of Germany, pursuant to security documents governed by German law and (ii) the United Kingdom, pursuant to security documents governed by the laws of England and Wales, and in a form and on such terms which is substantially similar to the Pledge of Intellectual Property Rights Agreement and the US Pledge of Intellectual Property Rights Agreement, provided that no recordal or registration of the security interests shall be required to be made under such agreements, in each case in form and substance reasonably satisfactory to both parties.
| 4.1.40. | Prepayment Warrants Issue Agreement |
|---|
The Issuer shall at its own cost execute the Prepayment Warrants Issue Agreement in form and substance reasonably satisfactory to the Holders.
| 5. | Representations and warranties |
|---|
The Issuer makes the representations and warranties in this clause 5. on the date of this Agreement, and, where applicable, on each Drawdown Date and Interest Payment Date (for itself and each of its Subsidiaries), by reference to the facts and circumstances existing on each such date, and subject to any additional information provided by the Issuer to the Subscribers on or prior such Interest Payment Date. The Issuer acknowledges (for itself and each of its Subsidiaries) that the Subscribers will subscribe respectively to Amortized Bonds and OCA in reliance to those representations and warranties.
The Issuer’s representations and warranties set out in this Subscription Agreement shall survive the execution and dating of this Subscription Agreement and shall (if capable of repetition) be deemed to be repeated on each Drawdown Date and each Interest Payment Date with respect to the facts and circumstances then existing, as if made at such time.
| 5.1. | Due incorporation |
|---|---|
| (i) | It is a duly incorporated limited liability<br> company validly existing under the law of its jurisdiction of incorporation; and |
| --- | --- |
| (ii) | It has the power to own its assets and<br> carry on its business as it is being conducted. |
| --- | --- |
32
| 5.2. | Powers |
|---|
It has the power and authority to (i) execute, deliver and perform its obligations under the Issue Documents and the transactions contemplated by them and (ii) to grant the Holders a first priority Security Interest in respect of the Charged Assets pursuant to the Security Documents to which it is or is to be party.
| 5.3. | Non-contravention |
|---|
The execution, delivery and performance of the obligations in, and transactions contemplated by, the Issue Documents to which it is a party do not and will not contravene or conflict with:
| (i) | its constitutional documents; |
|---|---|
| (ii) | any agreement or instrument binding on<br> it or constitute a default or termination event (however described) under any such agreement<br> or instrument; or |
| --- | --- |
| (iii) | any material law or regulation or judicial<br> or official order, applicable to it. |
| --- | --- |
| 5.4. | Authorisations |
| --- | --- |
It has taken all necessary action and obtained all required or desirable consents, licences approvals and authorisations to enable it to execute, deliver and perform its obligations under the Issue Documents and the transactions contemplated by them and to make them admissible in evidence in its jurisdiction of incorporation (subject to any registration with the French tax authorities and/or French translation by a sworn translator which may be required) and any such authorisations are in full force and effect.
All authorisations, the absence of which would have a Material Adverse Effect on the Company’s activities, and which are necessary for the conduct of the business, trade and ordinary activities of members of the Group have been obtained or effected and are in full force and effect.
| 5.5. | Binding obligations |
|---|---|
| (i) | its obligations under the Issue Documents<br> to which it is a party are legal, valid, binding and enforceable; and |
| --- | --- |
| (ii) | the Security Documents create (or, once<br> entered into, will create) valid, legally binding and enforceable Security Interest for the<br> obligations expressed to be secured by it. |
| --- | --- |
| 5.6. | No default |
| --- | --- |
No Event of Default (or any event or circumstance specified in Article 9 (Events of Default) of each of the Amortized Bonds Issue Agreements and OCA Issue Agreement which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Issue Documents or any combination of any of the foregoing, become an Event of Default), has occurred and is continuing or might reasonably be expected to result from the making of any Drawdown or from the entry into and performance of any transaction contemplated by an Issue Document.
No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on the Issuer or any other Group Company or to which its (or any of Group Company’s) assets are subject which may constitute a Material Adverse Effect.
33
| 5.7. | Information |
|---|
The information, in written or electronic format, supplied to the Subscribers or the Representatives by the Issuer or on its behalf in connection with the Issue and the Issue Documents was, at the time it was supplied or at the date it was stated to be given (as the case may be):
| (i) | if it was factual information true and<br> accurate in all material respects; |
|---|---|
| (ii) | if it was a financial projection or forecast,<br> prepared on the basis of recent historical information and on the basis of reasonable assumptions; |
| --- | --- |
| (iii) | not misleading in any material respect,<br> nor rendered misleading in any material respect by a failure to disclose other information, |
| --- | --- |
except to the extent that it was amended, superseded or updated by more recent information supplied to the Subscribers or the Representatives by the Issuer or on its behalf.
| 5.8. | Financial statements |
|---|
All financial statements delivered to the Subscribers or the Representatives in respect of the Issuer were prepared in accordance with standards and practices generally accepted in its jurisdiction of incorporation and give a true and fair view of (if audited) or fairly represent (if unaudited) its financial condition and operations during the relevant accounting period and were approved by its directors in compliance with applicable laws.
All financial and other written information furnished by or on behalf of the Issuer in connection with the negotiation of the Issue Documents and delivered to the Holders pursuant to the Issue Documents were true and accurate in all material respects when given, there are no other facts or matters the omission of which would have made any statement or information contained therein misleading in any material respect and all projections and statements of belief and opinion given to the Holders were made in good faithafter due and careful enquiry.
Except as disclosed by the Issuer, since publication of the financial statements, there has been no change in the in the business or financial condition of the Group which would have a Material Adverse Effect.
| 5.9. | No material adverse change |
|---|
Except as disclosed by the Issuer, there has been no change in the business, assets, or financial condition of the Issuer since the date of this Agreement which would have a Material Adverse Effect.
| 5.10. | No litigation |
|---|
No litigation, claim, action, corporate action, legal proceeding, investigation, arbitration, administrative proceedings or other procedure or circumstance (including any creditors’ process) are taking place, pending or, to the Issuer’s knowledge, threatened against any Group Company, any of its directors or any of its assets, which, if adversely determined, might reasonably be expected to have a Material Adverse Effect.
34
| 5.11. | No filing or stamp duty required |
|---|
it is not necessary under the laws of the Issuer and each Group Company’s jurisdiction of incorporation that any Issue Documents be filed, recorded or enrolled with any court or other authority in the applicable jurisdiction of incorporation or that any stamp, registration or similar tax be paid on or in relation to any Issue Documents;
| 5.12. | Pari passu |
|---|
Its payment obligations under the Issue Documents rank at least pari passu with all existing and future obligations (including contingent obligations), except for those mandatorily preferred by law applying to companies generally.
The Security Interests created under the Security Documents have or will have first ranking priority and are not subject to any prior ranking or pari passu ranking Security Interests.
| 5.13. | Ownership of assets and Intellectual Property |
|---|
The Issuer and each other Group Company is the legal owner of, and has good, valid and marketable title to, all the material assets necessary for its business, or has all appropriate rights to use all the material assets necessary to its business and no Security Interest exists over its material assets, except for the Security created pursuant to the Security Documents.
The Issuer and each other Group Company is the sole legal and beneficial owner of, the patents and trademarks necessary for its business, except for: (i) non-exclusive licences granted to its business partners in the ordinary course of business on arm’s length terms; and (ii) over-the-counter software that is commercially available to the public.
No material part of any Intellectual Property owned by the Issuer or a Group Company has been judged invalid or unenforceable, in whole or in part.
Neither the Issuer or a Group Company, in carrying on its business, infringes any Intellectual Property of any third party in any respect which has had, or is reasonably likely to have, a Material Adverse Effect.
| 5.14. | Centre of main interests and establishments |
|---|
For the purposes of Council Regulation 2015/848 on insolvency proceedings (Insolvency Regulation recast), its “centre of main interests” is its jurisdiction of incorporation.
| 5.15. | Sanctions and Anti-Money Laundering |
|---|
None of the Issuer, any of its Subsidiaries, and, to the knowledge of the Issuer, none of the director, officer or employee of the Issuer or any of its Subsidiaries, nor, to the knowledge of the Issuer, any agent, shareholder (or any ultimate beneficial owner thereof) or representative of the Issuer or any of its Subsidiaries, is or are a Sanctioned Person or currently the subject or target of any applicable Sanctions nor is, has been, or is engaged in any transaction, activity or conduct that has or could reasonably be expected to result in it or them being in breach of Sanctions or a Sanctioned Person;
35
The Issuer and each of its Subsidiaries and, to the knowledge of the Issuer, each of their respective directors, officers and employees, and, to the knowledge of the Issuer, each of the Issuer’s and the Subsidiaries’ respective agents and representatives, is and are and have conducted their business in compliance with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions;
None of the Issuer, each of its Subsidiaries and, to the knowledge of the Issuer, none of their respective directors, officers and employees nor, to the knowledge of the Issuer, any of their respective agents or representatives is an individual or entity that is, or is owned or controlled by persons that are: (i) the subject or target of any Sanctions or Anti-Corruption Laws; or (ii) located, organised or resident in a country or territory that is, or whose government is, the subject of Sanctions, including, without limitation, the Designated Jurisdictions;
No use of proceeds or transaction contemplated by this Subscription Agreement will violate applicable Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions;
The Issuer and each of its Subsidiaries have instituted and maintain in effect policies and procedures reasonably designed to ensure compliance by the Issuer and each of its Subsidiaries and their respective directors, officers, employees, agents and representatives with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions.
| 5.16. | Subsidiaries |
|---|
Each of its Subsidiaries is duly organised and validly existing under the laws of its respective jurisdiction of incorporation. The Issuer has no Subsidiaries other than Inventiva Inc. or otherwise disclosed to the Subscribers in writing on or before the date of this Agreement.
| 5.17. | No insolvency |
|---|
No corporate action, legal proceeding or other procedure or circumstance (including any creditors’ process) in respect of any suspension of payments, moratorium, winding-up, dissolution, administration, reorganisation, composition or arrangement with creditors, or appointment of a liquidator, receiver, administrator or similar officer, has been taken or, to the knowledge of the Issuer, threatened in writing in relation to the Issuer or any of its Subsidiaries.
| 5.18. | No tax deduction |
|---|
Neither the Issuer nor any of its Subsidiaries is required to make any deduction in respect of any taxes from any payment it may make under any Issue Document to the Subscribers.
| 5.19. | No judgment or order |
|---|
No judgment or order of a court, arbitral body or governmental agency which is reasonably likely to have a Material Adverse Effect has been made against the Issuer or any of its Subsidiaries.
| 5.20. | No Indebtedness |
|---|
Neither the Issuer nor any of its Subsidiaries has any Indebtedness other than (i) Indebtedness incurred under the Issue Documents and (ii) any other Permitted Financial Indebtedness expressly permitted pursuant to Article 4.1.7 of this Subscription Agreement.
| 5.21. | No Security Interests |
|---|
Neither the Issuer nor any of its Subsidiaries has granted any Security Interest over its assets to any third party except for the security created pursuant to the Security Documents and the Permitted Security.
36
| 5.22. | No cross-default |
|---|
No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on the Issuer or any of its Subsidiaries or to which any of their assets are subject which may have a Material Adverse Effect.
| 5.23. | Compliance with laws |
|---|
Neither the Issuer nor any of its Subsidiaries has breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.
| 5.24. | No patents and trademarks invalidity |
|---|
No material part of any issued patent owned by the Issuer or any of its Subsidiaries has been judged invalid or unenforceable, in whole or in part.
| 5.25. | Registered Patents maintenance |
|---|
The Issuer and each of its Subsidiaries has taken all formal or procedural actions (including payment of fees) as required to: maintain its Registered Patents
| 5.26. | No Registered Patents challenge |
|---|
Neither the Issuer nor any of its Subsidiaries is aware of any current, pending or threatened challenge or objection by any third party to its use of any Registered Patents, or the infringement of any of its Registered Patents by any third party, in each case where such challenge, objection or infringement has caused, or is reasonably likely to cause, a Material Adverse Effect.
| 5.27. | Data protection |
|---|
The Issuer and each of its Subsidiaries is in compliance in all material respects with the EU General Data Protection Regulation 2016/679, and any other analogous legislation in any applicable jurisdiction.
| 5.28. | Recognition of Judgment |
|---|
Any judgment obtained in France in relation to an Issue Document will be recognised and enforced in its jurisdiction of incorporation.
| 6. | Remedies and waivers |
|---|---|
| 6.1. | No failure, delay or other relaxation or<br> indulgence on the part of the Subscribers to exercise any power, right or remedy shall operate<br> as a waiver thereof nor shall any single or partial exercise or waiver of any power, right<br> or remedy preclude its further exercise or the exercise of any other power, right or remedy. |
| --- | --- |
| 6.2. | All rights of the Subscribers contained in<br> this Subscription Agreement are in addition to all rights vested or to be vested in it pursuant<br> to the other Issue Documents, common law or statute. |
| --- | --- |
37
| 6.3. | Each Party hereby acknowledges that the provisions<br> of article 1195 of the French Code civil shall not apply to it with respect to its obligations<br> under the Issue Documents and that it shall not be entitled to make any claim under article<br> 1195 of the French Code civil. |
|---|---|
| 7. | General |
| --- | --- |
| 7.1. | Each of the provisions of this Subscription<br> Agreement is severable and distinct from the others and if at any time one or more of such<br> provisions is or becomes invalid, illegal or unenforceable the validity, legality and enforceability<br> of the remaining provisions hereof shall not in any way be affected or impaired thereby.<br> In such case, the Parties shall do their best effort to take appropriate actions to replace<br> such provision with an economically equivalent provision which is valid, legal and enforceable. |
| --- | --- |
| 7.2. | All agreements, covenants, representations,<br> warranties and indemnities given by the Issuer contained in this Subscription Agreement or<br> in the Issue Documents or other documents delivered pursuant hereto or in connection herewith<br> and continuing, shall survive and remain binding following the execution and delivery of<br> this Subscription Agreement and/or the Issue Documents, and the confidentiality undertakings<br> and indemnities given by the Issuer shall survive and remain binding following the expiration,<br> cancellation or other termination of this Subscription Agreement and/or the Issue Documents. |
| --- | --- |
| 7.3. | If the Issuer shall fail to perform any of<br> its obligations under any Issue Document duly and promptly, the Subscribers may, at their<br> option and at any time, perform the same without waiving any default on the part of the Issuer,<br> or any of the Group Company’s rights. The Issuer shall reimburse the Subscribers, within<br> five (5) Business Days after notice thereof is given to the Issuer, for all expenses<br> and liabilities incurred by the Subscribers in the performance of the Issuer’s obligations. |
| --- | --- |
| 7.4. | Each Party shall keep confidential the terms<br> of this Subscription Agreement and the Issue Documents as well as all information exchanged<br> in the context of, or the performance of such agreements except: |
| --- | --- |
| (i) | as may be required by law, a court of<br> competent jurisdiction, any governmental or regulatory authority or any stock exchange on<br> which the Issuer’s securities are listed, it being specified that this shall include,<br> in accordance with Clause 11 below, any publication by the Issuer of a press release relating<br> to the transaction contemplated by this Subscription Agreement pursuant to Regulation (EU)<br> No 596/2014 of 16 April 2014 on market abuse (MAR) and/or applicable provisions of French<br> law; |
| --- | --- |
| (ii) | to the extent the relevant information<br> is already in the public domain through no fault of the Issuer; or |
| --- | --- |
| (iii) | to any actual or potential investors,<br> lenders or purchasers, or other counterparties, and their respective Representatives, in<br> connection with the potential acquisition of, or investment in, the Company, or any related<br> transaction, including through the provision of access to a data room, provided that such<br> persons are subject to customary confidentiality obligations. |
| --- | --- |
| 7.5. | This Subscription Agreement, together with<br> the Issue Documents, constitutes the entire agreement between the Parties with respect to<br> the subject matter hereof. This Subscription Agreement may not be modified except in writing<br> executed by the Subscribers and the Issuer. |
| --- | --- |
38
| 8. | Notices |
|---|---|
| 8.1. | All notices, demands or other communications<br> under or in connection with this Subscription Agreement may be given by letter, email or<br> other comparable means of communication addressed to the person at the address identified<br> with its signature below. |
| --- | --- |
| To<br> Issuer: | INVENTIVA S.A.<br><br> <br>To the attention of Mr. Andrew Obenshain, Directeur<br> Général<br><br> <br>50, rue de Dijon<br><br> <br>21121 DAIX<br><br> <br>France<br><br> <br><br><br> <br>E-mail: Andrew Obenshain /<br><br> <br>With copy (for information purposes) to:<br><br> <br><br><br> <br>Maître Arnaud Duhamel<br><br> <br>Avocat associé<br><br> <br>Gide Loyrette Nouel A.A.R.P.I<br><br> <br>15 rue de Laborde, 75008 Paris |
| --- | --- |
| To the Representative: | Kreos Capital VIII (UK) Ltd, c/o BlackRock Investment Management (UK) Limited – Private Debt-EMEA Venture & Growth Lending Group<br><br> <br><br><br> <br>12 Throgmorton Avenue, London EC2N 2DL<br><br> <br><br><br> <br>For the attention of: Aris Constantinides, Chris Church,<br> Todd Spiers and Kailey Aliyar<br><br> <br><br><br> <br>with copies to: |
39
| For the attention of: Joseph Gilhooly and Michaela Strempfl<br><br> <br><br><br> <br>and:<br><br> <br><br><br> <br>The Office of the General Counsel (EMEA) (Legal Transactions<br> Group)<br><br> <br>Email:<br><br> <br>For the attention of:<br><br> <br><br><br> <br>With copy to:<br><br> <br><br><br> <br>Claret European Specialty Lending Company IV, S.à r.l.<br><br> <br>412 F Route d'Esch<br><br> <br>2086 Luxembourg<br><br> <br>Grand Duchy of Luxembourg<br><br> <br>****<br><br> <br>Claret European Growth Capital Fund IV Aggregator LP<br><br> <br>412 F Route d'Esch<br><br> <br>2086 Luxembourg<br><br> <br>Grand Duchy of Luxembourg<br><br> <br><br><br> <br>Claret Kermode Specialty Lending Company II, S.à r.l<br><br> <br>412 F Route d'Esch<br><br> <br>2086 Luxembourg<br><br> <br>Grand Duchy of Luxembourg<br><br> <br><br><br> <br>and:<br><br> <br><br><br> <br>Claret Kermode Fund II, SCSp<br><br> <br>412 F Route d'Esch<br><br> <br>2086 Luxembourg<br><br> <br>Grand Duchy of Luxembourg<br><br> <br><br><br> <br>Email:<br><br> <br>For the attention of: |
|---|
40
| To<br> the Security Agent: | GLAS SAS<br><br> <br>41 Avenue George V 75008 Paris<br><br> <br>France<br><br> <br>Email:<br><br> <br>For attention of: |
|---|---|
| 8.2. | Any such communication will be deemed to<br> be given as follows: |
| --- | --- |
| (i) | if personally delivered, at the time of<br> delivery, as documented by a receipt; |
| --- | --- |
| (ii) | if by letter, on the date entered by<br> the addressee on the receipt in the case of delivery by hand or on the date when delivery<br> is first attempted in the case of a recorded delivery letter with acknowledgement of receipt;<br> and |
| --- | --- |
| (iii) | if by email transmission or comparable<br> means of communication during the business hours of the addressee then on the day of transmission,<br> otherwise on the next following Business Day. |
| --- | --- |
| 8.3. | In proving such service it shall be sufficient<br> to prove that personal delivery was made or that such letter was properly stamped first class,<br> addressed and delivered to the postal authorities or in the case of email transmission or<br> other comparable means of communication that a confirming hard copy was provided promptly<br> after transmission. |
| --- | --- |
| 9. | Fees and expenses |
| --- | --- |
| 9.1. | On Completion Date, Issuer shall pay<br> to Subscribers a transaction fee equal to one point five percent (1.50%) of the principal<br> amount drawn under the Tranche A and Tranche B instruments, i.e. a total amount of EUR 1,125,000,<br> broken down as follows: |
| --- | --- |
| (i) | to Tranche B Amortized Bonds Subscribers: EUR 600,000, and |
| --- | --- |
| (ii) | to OCA Subscribers: EUR 525,000. |
| --- | --- |
| 9.2. | Issuer shall pay a one-time transaction fee<br> equal to one point five percent (1.50%) of the principal amount agreed of Tranche C Amortized<br> Bonds upon the earlier of: |
| --- | --- |
| (i) | the first issuance of Tranche C Amortized<br> Bonds (or a portion thereof), and |
| --- | --- |
| (ii) | the date falling ten (10) Business<br> Days after achievement of the Tranche C Milestones. |
| --- | --- |
| 9.3. | Upon the occurrence of the Final Redemption<br> Date (or the prepayment (including partial prepayment) or acceleration of any sums due under<br> the Issue Documents, whichever is earlier), and without prejudice to clause 5.3 (Conversion)<br> of the OCA Issue Agreement, the Issuer shall pay to the Subscribers an additional sum of<br> 1.75% of the amount issued under the Issue Documents (the “End of Commitment Fee”).<br> Following receipt of these sums and all other sums payable to the Subscribers, the Subscribers<br> shall release all their security. |
| --- | --- |
41
| 9.4. | The Issuer will cover its own legal costs<br> and all Holder’s reasonable and documented legal costs relating to the negotiation,<br> preparation and execution of the Issue Documents and ancillary documents and the completion<br> of the transactions in connection therewith, up to an amount separately agreed with the Issuer.<br> The Issuer will be responsible for all expenses (subject to scope of work and budget pre<br> agreed) in connection with the security including taxes assessments, insurance premiums,<br> all costs of operation, repair and maintenance of equipment and other assets used as security<br> and any fees and taxes relating to security filings. |
|---|---|
| 9.5. | The Issuer shall pay all stamp, documentary,<br> registration and other like duties or taxes to which this Subscription Agreement, or any<br> judgment given in connection with this Subscription Agreement is or at any time may be subject<br> and shall, from time to time on demand of the Subscriber, forthwith indemnify the Subscriber<br> against any liabilities, costs, claims and expenses reasonably incurred as a result of any<br> failure to pay or any delay in paying any such amounts. |
| --- | --- |
| 9.6. | All fees and expenses payable pursuant to<br> this Article are excluding VAT and shall be paid together with VAT (if any) properly<br> chargeable thereon. |
| --- | --- |
Time of payment of any sum due from the Issuer and its Subsidiaries is of the essence under these Terms and Conditions. If the Issuer or any of its Subsidiaries fails to pay any amount payable by it under this Article 9 on its due date, the Issuer or its relevant Subsidiary shall pay to the Holders forthwith on demand, interest on such sum (compounded on an annual basis) from the due date to the date of actual payment (as well after as before judgment) at a rate equal to five percent (5%)per annum during the period of non-payment. If the Issuer or any of its Subsidiaries fails to pay any amount payable by it under this Article 9 within five (5) Business Days after such sum is due and payable, the Issuer or its relevant Subsidiary shall pay to the Holders forthwith on demand, a one-off late payment charge of three per cent (3)% of such sum, to compensate the Holders for additional administrative expense.
| 9.7. | The Security Agent shall within five (5) Business<br> Days of the Final Redemption Date, release all its Security Interests. |
|---|---|
| 10. | Public Announcement |
| --- | --- |
On the date following the date hereof, the Issuer shall issue a press release announcing the transaction contemplated by this Subscription Agreement, subject to the Holders’ sign-off on the content of such press release.
| 11. | Calculation Agent, Expert |
|---|
The Issuer has appointed Conv-Ex Advisors Limited as equity-linked calculation agent (the “Equity-Linked Calculation Agent”) to perform such determinations as are expressly specified to be made by it in this agreement.
The Issuer reserves the right at any time to modify or terminate the appointment of the Equity-Linked Calculation Agent and/or appoint a substitute Equity-Linked Calculation Agent or approve any change in the office through which such agent acts, in each case with the prior written consent of the Representative.
42
The Equity-Linked Calculation Agent is acting exclusively as an agent for, and upon request from, the Issuer. Neither the Equity-Linked Calculation Agent (acting in such capacity) nor any Expert appointed in connection with the Tranche B Amortized Bonds (acting in such capacity), shall have any relationship of agency or trust with, nor shall the Equity-Linked Calculation Agent (acting in such capacity) nor any Expert appointed as aforesaid (to the fullest extent permissible by law) shall be liable, nor shall they incur any liability as against, the Holders, the Representative, the Security Agent and (in the case of any determinations performed by an Expert) the Equity-Linked Calculation Agent.
The Equity-Linked Calculation Agent may, subject to the provisions of the Calculation Agency Agreement to be entered into between the Issuer and the Equity-Linked Calculation Agent at the latest on the Issuance Date, consult on any matter (including but not limited to, any legal matter), with any legal or other professional adviser and it shall be able to rely upon, and it shall not be liable and shall incur no liability as against the Issuer, the Representative, the Holders or the Security Agent in respect of anything done, or omitted to be done, relating to that matter in good faith in accordance with that adviser’s opinion.
If in the reasonable determination of the Issuer or any Holder any doubt shall arise as to whether an adjustment is to be made to any other determination specified to be made in these Terms and Conditions, or which is made, by the Calculation Agent, following consultation between the Issuer, the Holders and the Equity-Linked Calculation Agent an Expert shall be required to be deliver a written opinion in respect of such determination and such written opinion shall be conclusive and binding on the Issuer, the Holders, the Representative and the Equity-Linked Calculation Agent, save in the case of wilful default, bad faith or manifest error.
| 12. | Law and jurisdiction |
|---|---|
| 12.1. | This Subscription Agreement is governed<br> by and shall be construed in accordance with French law. |
| --- | --- |
| 12.2. | Any dispute concerning the validity, interpretation<br> or performance of this Subscription Agreement will be submitted to the Tribunal des activités économiques (commercial court) of Paris. |
| --- | --- |
| 13. | Electronic Signature |
| --- | --- |
In accordance with articles 1366 and 1367 of the French civil code (Code civil), this Agreement shall be signed electronically via DocuSign. Each of the Parties acknowledges that it has received all the information required for the electronic signature of the Agreement and that it has signed the Agreement electronically in full knowledge of the technology used and its terms and conditions, and consequently waives any claim and/or legal action challenging the reliability of this electronic signature system and/or its intention to enter into the Agreement in this regard. Furthermore, in accordance with the provisions of article 1375 of the French Civil code, the obligation to deliver an original copy to each of the Parties is not necessary as proof of the commitments and obligations of each Party to the Agreement. The delivery of an electronic copy of the Agreement directly by DocuSign to each Party shall constitute sufficient and irrefutable proof of the commitments and obligations of each Party to the Agreement.
43
On 2 June 2026
| /s/ Andrew Obenshain | /s/ Rajen Shah |
|---|---|
| Inventiva S.A. | Claret Kermode Fund II |
| By: Andrew Obenshain | By: Rajen Shah |
| Title: Chief Executive Officer (Directeur Général) | Title: Class A Manager |
| /s/ Aris Constantinides | /s/ Sean Dunne |
| For and on behalf of Kreos Capital VIII (UK) Ltd^1^ | For and on behalf of Kreos Capital VIII (UK) Ltd^2^ |
| By: BlackRock Investment Management (UK) Limited, its duly authorised attorney | By: BlackRock Investment Management (UK) Limited, its duly authorised attorney |
| Name: Aris Constantinides | Name: Sean Dunne |
| Title: Managing Director | Title: Managing Director |
| /s/ Rajen Shah | /s/ Gaffyn Price |
| Claret European Specialty Lending Company IV, S.à r.l. | Claret European Specialty Lending Company IV, S.à r.l. |
| By: Rajen Shah | By: Gaffyn Price |
| Title: Class A Manager | Title: Class B Manager |
| /s/ Rajen Shah | /s/ Gaffyn Price |
| Claret European Growth Capital Fund IV Aggregator LP | Claret European Growth Capital Fund IV Aggregator LP |
| By: Rajen Shah | By: Gaffyn Price |
| Title: Class A Manager | Title: Class B Manager |
^1^ Its Limited Partners include the KfW through the ERP-Zukunftsfonds – Wachstumsfazilität facility.
^2^ Its Limited Partners include the KfW through the ERP-Zukunftsfonds – Wachstumsfazilität facility.
44
| /s/ Aris Constantinides | /s/ Sean Dunne |
|---|---|
| For and on behalf of KREOS CAPITAL VIII Aggregator SCSp ^3^ | For and on behalf of KREOS CAPITAL VIII Aggregator SCSp ^4^ |
| By: BlackRock Investment Management (UK) Limited, its investment manager | By: BlackRock Investment Management (UK) Limited, its investment manager |
| Name: Aris Constantinides | Name: Sean Dunne |
| Title: Managing Director | Title: Managing Director |
| /s/ Rajen Shah | /s/ Gaffyn Price |
| Claret Kermode Specialty Lending Company II, S.à.r.l | Claret Kermode Specialty Lending Company II, S.à.r.l |
| By: Rajen Shah | By: Gaffyn Price |
| Title: Class A Manager | Title: Class B Manager |
| /s/ Gaffyn Price | /s/ Cheick Diallo |
| Claret Kermode Fund II | GLAS SAS |
| By: Gaffyn Price | By: Cheick Diallo |
| Title: Class B Manager | Title: Duly authorised |
^3^ Its Limited Partners include the KfW through the ERP-Zukunftsfonds – Wachstumsfazilität facility.
^4^ Its Limited Partners include the KfW through the ERP-Zukunftsfonds – Wachstumsfazilität facility.
45
List of Schedules
| Schedule 1 | Subscriptions<br> allocations |
|---|---|
| Schedule 2 | Intellectual<br> Property |
| Schedule 3 | Agreed<br> form OCA Issue Agreement |
| Schedule 4 | Agreed<br> form Tranche B Amortized Bonds Issue Agreement |
| Schedule 5 | Agreed<br> form Tranche C Amortized Bonds Issue Agreement |
| Schedule 6 | Agreed<br> form Warrants Issue Agreement |
| Schedule 7 | Agreed<br> form Put Option Agreement |
| Schedule 8 | Agreed<br> form Intercreditor Agreement |
| Schedule 9 | Agreed<br> form Security Documents |
| Schedule 10 | List<br> of Indebtedness |
46
Schedule 1
Subscriptions allocations
47
Schedule 2
Intellectual Property
48
Patent
(Brevets)
49
Trademarks
(Marques)
50
Domain names
(Noms de domaine)
51
Schedule 3
Agreed form OCA Issue Agreement
52
| daTED | 2<br> JUNE 2026 |
|---|---|
| (1) | Inventiva S.A. |
| --- | --- |
as issuer
| (2) | Kreos Capital VIII (UK) LTD |
|---|---|
| (3) | Claret European Specialty Lending Company IV, S.à r.l |
| --- | --- |
| (4) | Claret Kermode Specialty Lending Company II, S.à r.l |
| --- | --- |
As OCA SUBSCRIBERS
| (5) | GLAS SAS |
|---|
As SECURITY AGENT
ORIGINAL/COUNTERPART
OCAISSUE AGREEMENT
 |
Reed<br> Smith LLP<br><br> <br>112<br> avenue Kléber<br><br> 75116 Paris<br><br> France<br><br> <br>+33<br> (0)1 76 70 40 00<br><br> <br>Fax<br> +33 (0)1 76 70 41 19 |
|---|---|
| reedsmith.com |
Tableof contents
| 1. | Definitions<br> and interpretation | 5 |
|---|---|---|
| 2. | Issue<br> and subscription | 16 |
| 3. | Purpose<br> of the Issue – Ranking | 17 |
| 4. | Interest | 17 |
| 5. | Repayment<br> – Conversion | 18 |
| 6. | Taxation | 24 |
| 7. | Undertakings | 26 |
| 8. | Events<br> of default | 26 |
| 9. | Register<br> and certificates | 32 |
| 10. | Transmission<br> and transfer | 33 |
| 11. | Procedures<br> for payment | 34 |
| 12. | Representative | 34 |
| 13. | Security<br> agency, Calculation agency, Expert | 39 |
| 14. | Protection<br> of holders | 40 |
| 15. | Remedies<br> and waivers | 40 |
| 16. | Severability | 40 |
| 17. | Indemnities | 40 |
| 18. | Litigation<br> and evidence | 41 |
| 19. | Notices | 41 |
| 20. | Governing–<br> law - Jurisdiction | 43 |
| 21. | Electronic<br> Signature | 43 |
2
OCAissue agreement
This agreement (hereinafter referred to as the “Agreement”) is entered into on 2 June 2026, by and between:
| 1. | INVENTIVA S.A., a limited company (société anonyme) incorporated under the<br> laws of France, with a share capital of EUR 2,077,074.75 having its registered office at<br> 50, rue de Dijon – 21121 DAIX, France, registered under single identification number<br> 537 530 255 RCS Dijon, |
|---|
(hereinafter referred to as the “Issuer” or the “Company”)
ONTHE FIRST PART
AND
| 2. | KREOS CAPITAL VIII (UK) LTD, a company incorporated in England and Wales under registration<br> number 16637390 whose registered office is at 5 Churchill Place, 10th Floor, London,<br> United Kingdom, E14 5HU, |
|---|
(hereinafter referred to as “Kreos”)
ONTHE SECOND PART
| 3. | Claret European Specialty Lending Company IV, S.à r.l, a limited company (société à responsabilité limitée) incorporated under the laws of Luxembourg,<br> having its registered office at 412F, Route d’Esch - L - 1471 Luxembourg, registered under<br> identification number B291023, |
|---|
(hereinafter referred to as “Claret 1”)
| 4. | Claret Kermode Specialty Lending Company II, S.à r.l. a limited company (société à responsabilité limitée) incorporated under the laws of Luxembourg,<br> having its registered office at 412F Route d’Esch, L-1471 Luxembourg, registered under identification<br> number B291766, |
|---|
(hereinafter referred to as “Claret 2”)
(Kreos, Claret 1 and Claret 2 being hereinafter referred to as the “OCA Subscribers”)
| 5. | GLAS SAS, a simplified joint-stock company (société par actions simplifiée)<br> incorporated under the laws of France under registration number 838 225 290 whose registered<br> office is at 41 Avenue George V 75008 Paris, France; |
|---|
(hereinafter referred to as “Security Agent”)
Issuer, OCA Subscribers and Security Agent being hereinafter referred to individually as a “Party”
and collectively as the “Parties”.
3
Whereas
| (A) | The<br> OCA Subscribers are growth debt providers, the business of which consists in making investments<br> in high technology and life science companies throughout Europe. |
|---|---|
| (B) | The<br> Issuer is a clinical-stage biopharmaceutical company focused on the research and development<br> of oral therapies for the treatment of patients with MASH. Since February 15, 2017,<br> the Issuer’s shares have been listed on the regulated market of Euronext Paris (“Euronext Paris”). Since 15 July 2020, the Issuer’ s American Depositary Shares have<br> been listed on the New York stock exchange (NASDAQ Global Market). |
| --- | --- |
| (C) | In<br> order to finance the development of the Issuer’s business in general including to refinance<br> the EIB Financing, the OCA Subscribers agreed to make available to the Issuer an amount of<br> EUR 130,000,000 in principal in the form of amortized bonds and convertible bonds, which<br> may be extended to EUR 150,000,000 in principal, including the Non-Committed Tranche as the<br> case may be, subject to and upon the terms and conditions of the subscription agreement entered<br> into between the Issuer and Kreos Capital VIII (UK) LTD, Kreos Capital VIII Aggregator SCSp,<br> Claret European Specialty Lending Company IV, S.à r.l., Claret European Growth Capital<br> Fund IV Aggregator LP, Claret Kermode Specialty Lending Company II, S.à r.l., Claret<br> Kermode Fund II, SCSp and GLAS SAS as independent Security Agent on the date hereof<br> (hereinafter referred to as the “Subscription Agreement”). |
| --- | --- |
| (D) | The<br> Parties have agreed upon the terms and conditions of the Issue as set forth herein (the “Terms and Conditions”), being specified that concurrently with this Agreement, the Amortized<br> Bonds Subscribers (as defined therein) enter into a separate agreements defining the terms<br> and conditions governing the Tranche B Amortized Bonds to be issued in accordance with the<br> Subscription Agreement (hereinafter referred to as the “Tranche B Amortized Bonds Issue Agreement”). |
| --- | --- |
| (E) | Pursuant<br> to a calculation agency agreement to be executed before the Drawdown Date (as defined below),<br> between, inter alios, the Issuer in such capacity and the Equity-Linked Calculation<br> Agent, as Calculation Agent, (as such terms are defined therein) the Equity-Linked Calculation<br> Agent has been appointed by the Issuer for the purpose of making certain equity-linked<br> determinations in respect notably of the OCA Issue Agreement, the Amortized Bonds Issue Agreements,<br> the Put Option Agreement the Warrants Issue Agreement and the Prepayment Warrants Issue Agreement (the<br> “Calculation Agency Agreement”). |
| --- | --- |
| (F) | On<br> 22 May 2025, the Issuers’ general meeting (the “General Meeting”)<br> empowered, through its 27^th^ resolution, the Issuer’s board of directors<br> to issue securities (including the Warrants and OCA) giving access to the Issuer’s<br> capital and to determine their exercise price, and to cancel shareholders’ preferred<br> subscription rights for shares that may be issued pursuant to such authorization to the benefit,<br> amongst others, to natural or legal persons (including companies), trusts or investment funds,<br> or other investment vehicles, in any form, established under French or foreign law, which<br> regularly invest in the pharmaceutical, biotechnological or medical technology sectors. |
| --- | --- |
| (G) | On<br> 29 May 2026, the Issuer’s board of directors (Conseil d’Administration)<br> (hereinafter referred to as the “Board of Directors”) and has approved the<br> terms of this Agreement and the execution of this Agreement and has used such delegation<br> and subdelegated to the Issuer’s chief executive officer (Directeur Général)<br> the power to issue the OCA in accordance with the terms of this Agreement. |
| --- | --- |
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| (H) | On<br> the Issuance Date, the Issuer’s chief executive officer (Directeur Général)<br> will use such subdelegation to proceed with the issuance of the OCA to the OCA Subscribers<br> in accordance with the terms of this Agreement. |
|---|
NOW,THEREFORE, IT HAS BEEN AGREED AS FOLLOWS:
| 1. | Definitions and interpretation | |
|---|---|---|
| 1.1. | In<br> this Agreement, unless the context otherwise specifically provides, the following expressions<br> shall have the following meanings: | |
| --- | --- | |
| 30 Days Prepayment Notice Period | has<br> the meaning ascribed to it in Article 5.2; | |
| --- | --- | --- |
| 30-day VWAP | has<br> the meaning ascribed to it in Article 5.3.2; | |
| Additional Shares | has<br> the meaning ascribed to it in Article 5.3.2; | |
| Affiliates | means,<br> with respect to any person, any other person that directly or indirectly Controls, is Controlled by, or is under common Control with,<br> such person. For the purposes of this definition, “Control” (contrôle) has the meaning assigned in article<br> L.233-3 I and III of the French Commercial Code (Code de commerce). | |
| Agreement | shall<br> have the meaning set forth in the heading hereof; | |
| Amortized Bonds | means<br> the non-convertible bonds (obligations within the meaning assigned in article L. 213-5 of the French Monetary and Financial<br> Code) to be issued by the Issuer under the Tranche B Amortized Bonds Issue Agreement and Tranche C Amortized Bond Issue Agreement; | |
| Amortized Bonds Issue Agreement | has<br> the meaning assigned in section (D) of the preamble hereof; | |
| Board of Directors | has<br> the meaning assigned in section (F) of the preamble hereof; | |
| Business Day | means<br> any day on which banks are generally open for business in France, London and Luxembourg, other than a Saturday or Sunday; | |
| Change of Control | means,<br> without limitation, any of the following events (whether in one or in a series of transactions):<br><br> <br><br><br> <br>(a) any<br> person or group of persons acting in concert (within the meaning of Article L. 233-10 of the<br> French Commercial Code), gains control (within the meaning of Article L. 233-3 of the French<br> Commercial Code) of the Issuer, whether by way of acquisition, subscription, exchange or any other<br> transaction;<br><br> <br><br><br> <br>(b) any<br> merger, occurs in respect of the Issuer;<br><br> <br><br><br> <br>(c) the<br> Issuer ceases to have its shares admitted to trading on Euronext Paris or NASDAQ Global Market. |
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| Claret | means<br> together Claret 1 and Claret 2; | |
|---|---|---|
| Claret 1 | shall<br> have the meaning set forth in the appearances herein; | |
| Claret 2 | shall<br> have the meaning set forth in the appearances herein; | |
| Company | shall<br> have the meaning set forth in the appearances herein; | |
| Completion Date | has<br> the meaning ascribed to it in the Subscription Agreement; | |
| Conversion Date | shall<br> have the meaning set forth in clause 5.3.1 of this Agreement; | |
| Conversion Notice | shall<br> have the meaning set forth in clause 5.3.1 of this Agreement; | |
| Conversion Ratio | shall<br> have the meaning set forth in clause 5.3.2 of this Agreement; | |
| Conversion Shares | means,<br> in respect of any conversion of one or more OCA pursuant to any one Conversion Notice, such ordinary shares of the Issuer as are<br> required to be issued in respect of such conversion in accordance with these Terms and Conditions; | |
| Convertible Shares Delivery Date | means,<br> in respect of any conversion of one or more OCA pursuant to any one Conversion Notice, the actual date of delivery of the Conversion<br> Shares (other than Additional Shares) in accordance with these Terms and Conditions; | |
| Cure Period | means<br> the period of forty-five (45) days commencing on (and including) the date of release by the Issuer of the topline results of the<br> Phase III NATiV3 Clinical Trial, during which a Termination Event may be cured in accordance with Article 8.21; | |
| Charged Assets | means<br> the assets and undertaking of a Group Company charged or to be charged to the Holders from time to time pursuant to the Security<br> Documents; | |
| Default | means<br> an Event of Default or any event or circumstance specified in Article 8 which would (with the expiry of a grace period, the<br> giving of notice, the making of any determination under the Issue Documents or any combination of the foregoing) be an Event of Default; |
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| Dividend | means<br> any dividend or distribution, in cash or in kind, paid to Shareholders, other than any dividend or distribution (or fraction of a<br> dividend or distribution) resulting in an adjustment to the Conversion Ratio, provided that the amount of any Dividend shall be determined<br> in the same manner as the “value of the distribution per Share” pursuant to paragraph 5 of section (B) of Schedule<br> 4. | |
|---|---|---|
| Drawdown Account | has<br> the meaning ascribed to it in Article 2.4; | |
| Drawdown Date | means<br> the day on which the OCA are subscribed and paid up in full by the Subscribers; | |
| Drawdown Notice | means<br> a drawdown notice served in accordance with Article 2.3 in the form attached to this Agreement as Schedule 1 (as<br> may be amended with the prior written consent of the Holders); | |
| EIB | means<br> the European Investment Bank, located at 98-100, boulevard Konrad Adenauer, L-2950 Luxembourg, Grand Duchy of Luxembourg; | |
| EIB Financing | means<br> all amounts outstanding under the existing unsecured finance agreement entered into on 16 May 2022 between the EIB and the Issuer,<br> as amended; | |
| EIB Warrants | means<br> the warrants (bons de souscription d’actions) issued by the Company in favour of the European Investment Bank (“EIB”)<br> in connection with the existing unsecured facility agreement entered into on 16 May 2022 between the Company and the EIB (the<br> “EIB Facility Agreement”); | |
| End of Commitment Fee | has<br> the meaning ascribed to it in the Subscription Agreement; | |
| Equity-Linked Calculation Agent | has<br> the meaning ascribed to it in Article 13.3; | |
| Equity-Linked Pricing Reset | has<br> the meaning ascribed to it in Article 5.3.4; | |
| Equity-Linked Pricing Reset Effective Date | has<br> the meaning ascribed to it in Article 5.3.4; | |
| Event of Default | means<br> any of those events set out in Article 8 (Events of default); | |
| Ex-Date | means<br> (a) in respect of any Dividend, the first (1st) Trading Day on which the Shares are traded ex- such Dividend, and (b) in<br> respect of any transaction giving rise to an adjustment of the Conversion Ratio pursuant to Schedule 4, (i) the first (1st)<br> Trading Day on which the Shares are traded ex- such transaction or (ii) in the case of any transaction which Record Date is<br> to be determined by an Expert pursuant to limb (b)(ii) of the definition of “Record Date”, such date as is determined<br> in good faith to be appropriate by such Expert; |
7
| Expert | means<br> an expert of international reputation, which may include the Equity-Linked Calculation Agent acting for this purpose in such capacity<br> (as may be agreed at the relevant time between the Company and the Equity-Linked Calculation Agent), appointed from time to time<br> by the Company at its own expense and with the prior written consent of the Representative; | |
|---|---|---|
| Final Redemption Date | means<br> the earlier of (i) 1^st^ April 2030, or (ii) the date of any Prepayment or acceleration of all the OCA or<br> more generally such earlier date or dates as the same shall become repayable in accordance with this Agreement and/or the Subscription<br> Agreement, or (iii) the date on which all OCA have been converted; | |
| First Interest Payment Date | means<br> the Drawdown Date; | |
| Forced Conversion Date | has<br> the meaning ascribed to it in Article 5.3.3; | |
| Forced Conversion Notice | has<br> the meaning ascribed to it in Article 5.3.3; | |
| General Meeting | has<br> the meaning assigned in section (F) of the preamble hereof; | |
| Group | means<br> the Issuer and its direct and indirect Subsidiaries from time to time; | |
| Group Company | means<br> any member of the Group; | |
| Holder | means<br> any OCA Subscriber and any successor or assignee Person(s) entered in the securities register which the Issuer under this Agreement<br> is required to maintain, as holder(s) of the OCA and as may be represented by the Representative (as defined below); | |
| Indebtedness | has<br> the meaning ascribed to it in the Subscription Agreement; | |
| Industrial Competitor | means<br> (a) any person whose primary business is substantially similar or in competition with<br> the one carried out by the Group or (b) any affiliate of such person, but, in each case,<br> shall exclude:<br><br> <br><br><br> <br>(a) any<br> bank or financial institution which is primarily engaged in or established for the purpose of making,<br> purchasing or investing in loans or other debt securities and which has appropriate information<br> barriers in place between it and the Industrial Competitor;<br><br> <br><br><br> <br>(b)any<br> fund or other entity that is an Affiliate of such an Industrial Competitor, and which is managed<br> and controlled independently from the Industrial Competitor and which has appropriate information<br> barriers in place between it and the Industrial Competitor; |
8
| Interest Payment | means<br> interest payments due by the Issuer to the Holders pursuant to this Agreement; | |
|---|---|---|
| Interest Payment Date | means<br> the First Interest Payment Date, and then the first Business Day of each subsequent calendar month; | |
| Interest Period | means,<br> a period commencing on and including an Interest Payment Date and ending on the day prior to the next following Interest Payment<br> Date. Every Interest Period shall have a duration of one calendar month, being however specified that (i) in the event any Drawdown<br> Date would not be the First Interest Payment Date, interest will accrue on the period elapsing between the Drawdown Date and the<br> First Interest Payment Date in accordance with the provisions of Article 5.1 and 5.2, and (ii) the last Interest Period<br> will commence on the date of the Interest Payment Date immediately preceding the Final Redemption Date and end on such Final Redemption<br> Date; | |
| Interest Only Period | has<br> the meaning ascribed to it in Article 4.2; | |
| Interest Rate | has<br> the meaning ascribed to it in Article 4.1; | |
| Issuance Date | means<br> the date of the decision of the Board of Directors or the Issuer’s chief executive officer (Directeur Général)<br> to issue the OCA. | |
| Issue Documents | has<br> the meaning ascribed to it in the Subscription Agreement; | |
| Issue | means<br> the OCA issue carried out by Issuer’s chief executive officer (Directeur Général) pursuant to this Agreement; | |
| Issuer | shall<br> have the meaning set forth in the appearances herein; | |
| Intercreditor Agreement | has<br> the meaning ascribed to it in the Subscription Agreement; | |
| Key Secondary Endpoints | means,<br> in respect of the Phase III NATiV3 Clinical Trial, the key secondary endpoints thereof, as defined in the trial protocol, being (i) NASH<br> resolution with no worsening of fibrosis and (ii) improvement of fibrosis with no worsening of NASH, it being specified that<br> the Key Secondary Endpoints shall be deemed met if either (and not necessarily both) of the following conditions is satisfied: (i) NASH<br> resolution with no worsening of fibrosis or (ii) improvement of fibrosis with no worsening of NASH; | |
| Kreos | shall<br> have the meaning set forth in the appearances herein; |
9
| Loan-to-Own Investor | means<br> an entity whose principal investment strategy is the purchase of loans or other debt securities with a view to owning the equity<br> or gaining control of a business, provided that, Affiliates or Related Funds of such persons which are (a) deposit taking financial<br> institutions authorised by a financial services regulator or to carry out the business of banking and (b) managed and controlled<br> independently of any such entity where such Affiliate or Related Fund is acting on the other side of effective information barriers<br> or policy and procedures shall not be a Loan-to-Own Investor; | |
|---|---|---|
| Major Transfer Event of Default | has<br> the meaning ascribed to it in Article 10.2; | |
| M&A Process | means<br> any contemplated transaction for the sale of business, division or material asset of the Issuer, the sale or exchange of the majority<br> of the share capital of the Issuer or the merger of the Issuer into another company; | |
| Majority Holders | means,<br> at any time Holders holding at least 66.67% of the voting rights of the Holders attending that Holders’ general meeting at<br> that time or represented thereat; | |
| Market Capitalisation | means,<br> when determined by reference to any price as specified herein, an amount equal to the product (rounded down to the nearest whole<br> multiple of €1) of (i) such price and (ii) the Relevant Number of Shares as of the close of business in Paris on such<br> day as at which such price is observed (or, if such price is to be observed over a period of multiple days, as at the close of business<br> in Paris on the last of such days), where “Relevant Number of Shares” means, at any time, such number of Shares<br> as is equal to the sum of (x) the total number of issued Shares as at such time and (y) such total number of Shares (if<br> any) as would be issued upon exercise of the Pre-Funded Warrants as at such time, all as determined by the Equity-Linked Calculation<br> Agent;; | |
| Material Adverse Effect | has<br> the meaning ascribed to it in the Subscription Agreement; | |
| Non-Cooperative Jurisdiction | means<br> an “Etat ou territoire non coopératif” (non-cooperative State or territory) as set out in the list referred<br> to in article 238-0 A of the French Code Général des impôts, as such list may be amended from time to<br> time; | |
| Non-Committed Tranche | has<br> the meaning ascribed to it in the Subscription Agreement; | |
| OCA | means<br> the bonds convertible into ordinary shares of the Issuer (obligations convertibles en actions) issued in accordance with this<br> Agreement; | |
| OCA Subscribers | shall<br> have the meaning set forth in the appearances herein; |
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| Participation Office | means<br> the office or offices notified by a Subscriber to the Issuer in writing on or before the date it becomes a Subscriber (or, following<br> that date, by not less than five (5) Business Days’ written notice) as the office or offices through which it will hold<br> the outstanding OCA which are registered in its name; | |
|---|---|---|
| Parties | shall<br> have the meaning set forth in the appearances herein; | |
| Person | shall<br> mean and include an individual, a partnership, a corporation, a business trust, a joint stock company, a limited liability company,<br> an unincorporated association or other entity and any domestic or foreign national, state or local government, any political subdivision<br> thereof, and any department, agency, authority or bureau of any of the foregoing; | |
| Phase III NATiV3 Clinical Trial | has<br> the meaning ascribed to it in the Subscription Agreement; | |
| Post-Cure Market Capitalisation | means<br> the Market Capitalisation of the Issuer, determined by reference to such price as is equal<br> to the VWAP over the period comprising the 5 consecutive Trading Days immediately following<br> the date of completion of the T3 Warrant Exercise (being the later of the date of issuance<br> of the Shares to be issued in respect of such T3 Warrant Exercise and the date of receipt<br> by the Issuer of the aggregate exercise price in respect of such T3 Warrant Exercise),<br><br> <br><br><br> <br>provided that if the Ex-Date in respect of any Dividend, or if the Ex-Date in respect of any event giving<br> rise to an adjustment to the Conversion Ratio pursuant to clause 14, in each case falls after the<br> first day, and on or before the last day, of such period of 5 Trading Days, the VWAP on any day<br> in such period falling prior to such Ex-Date shall be (in the case of a Dividend) reduced by the<br> amount of such Dividend or (in the case of any adjustment as aforesaid) multiplied by a fraction,<br> the denominator of which is the Conversion Ratio so adjusted and the numerator of which is the Conversion<br> Ratio in effect immediately prior to such adjustment,<br><br> <br><br><br> <br>all<br> as determined by the Equity-Linked Calculation Agent; | |
| Post-Results Market Capitalisation | means<br> the Market Capitalisation of the Issuer, determined by reference to such price as is equal<br> to the VWAP over the period comprising the 10 consecutive Trading Days immediately following<br> the date on which the trial results are announced,<br><br> <br><br><br> <br>providedthat if the Ex-Date in respect of any Dividend, or if the Ex-Date in respect of any event giving rise to an adjustment to the Conversion<br>Ratio pursuant to clause 14, in each case falls after the first day, and on or before the last day, of such period of 10 Trading Days,<br>the VWAP on any day in such period falling prior to such Ex-Date shall be (in the case of a Dividend) reduced by the amount of such Dividend<br>or (in the case of any adjustment as aforesaid) multiplied by a fraction, the denominator of which is the Conversion Ratio so adjusted<br>and the numerator of which is the Conversion Ratio in effect immediately prior to such adjustment,<br><br> <br><br><br> <br>all<br> as determined by the Equity-Linked Calculation Agent; |
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| Pre-funded Warrants | means<br> any securities issued by the Company under the form of pre-funded warrants (bons de souscription d’actions pré-financés); | |
|---|---|---|
| Prepayment | has<br> the meaning ascribed to it in Article 5.2; | |
| Prepayment Warrants | has<br> the meaning ascribed to it in Article 5.2; | |
| Prepayment Warrants Issue Agreement | means<br> the agreement in respect of the Prepayment Warrants; | |
| Primary Composite Endpoint | means<br> the primary composite endpoint of the Phase III NATiV3 Clinical Trial, as defined in the trial protocol thereof, being the cumulative<br> achievement of (i) the resolution of NASH and (ii) the improvement of fibrosis of at least one stage; | |
| Qualifying Holder | means<br> a Holder which:<br><br> <br><br><br> <br>(i) fulfils<br> the conditions imposed by French Law in order for a payment from the Issuer under the Issue Documents<br> not to be subject to (or as the case may be, to be exempt from) any Tax Deduction, subject to the<br> completion of any necessary procedural formalities; or<br><br> <br><br><br> <br>(ii) is<br> a Treaty Holder. | |
| Record Date | means<br> (a) in respect of any Dividend, the date on which the ownership of the Shares is established so as to determine which holders<br> of Shares are the beneficiaries of such Dividend, and (b) in respect of any transaction giving rise to an adjustment of the<br> Conversion Ratio pursuant to Schedule 4, (i) the date on which the ownership of the Shares is established so as to determine<br> which holders of Shares are the beneficiaries of such transaction or may take part in such transaction and, in particular, to which<br> holders of Shares, a dividend, a distribution or an allocation, announced or voted as of this date or announced or voted prior to<br> this date, should be paid, delivered, or completed; or (ii) (if such a date cannot be determined as provided in (i) above<br> in the case of a transaction pursuant to paragraph 7, 8 or 10 of section (B) of Schedule 4) such date as is determined in good<br> faith to be appropriate by an Expert; |
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| Related Fund | means<br> in relation to a fund (the first fund), means a fund which is managed or advised by the same investment manager or investment adviser<br> as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or<br> investment adviser is an Affiliate of the investment manager or investment adviser of the first fund; | |
|---|---|---|
| Relevant Exchange | means<br> (a) in respect of the Shares, (i) Euronext Paris (or any successor thereto), or (ii) if the Shares are no longer admitted<br> to trading on Euronext Paris (or any successor thereto) at the relevant time, the principal stock exchange or other securities market<br> (as determined by an Expert) on which the Shares (or, as applicable, ADSs representing them) are admitted to trading at such time,<br> or (b) in respect of any other securities or other assets, (i) Euronext Paris (or any successor thereto), or (ii) if<br> such securities or other assets are not admitted to trading on Euronext Paris (or any successor thereto) at the relevant time, the<br> principal stock exchange or other securities market (as determined by an Expert) on which such securities or other assets (or, as<br> applicable, depositary receipts representing them) are admitted to trading at such time; | |
| Registrar | means<br> Société Générale Securities Services or any other registrar appointed as such; | |
| Representative | has<br> the meaning ascribed to it in Article 12.1; | |
| Reset Calculation Period | has<br> the meaning ascribed to it in Article 5.3.4; | |
| Security | means<br> any Security Interest granted under or pursuant to the Security Documents; | |
| Security Documents | has<br> the meaning ascribed to it in the Subscription Agreement; | |
| Security Interest | has<br> the meaning ascribed to it in the Subscription Agreement; | |
| Shares | means<br> the ordinary shares of the Issuer with a nominal value of (as at the date hereof) €0.01 each (and each, a “Share”); | |
| Subscriber(s) | has<br> the meaning ascribed to it in the Subscription Agreement; | |
| Subsidiary | means<br> any subsidiary controlled by the Issuer within the meaning of article L. 233-3 I and III of the French Commercial Code (Code de commerce), from time to time; | |
| Subscription Agreement | has<br> the meaning assigned in section (C) of the preamble hereof; | |
| T3 Warrants | means<br> the warrants issued by the Company on May 7, 2025 | |
| T3 Warrant Exercise | means<br> the investors exercising the T3 Warrants of no less than EUR 100,000,000 |
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| Tax | has<br> the meaning ascribed to it in the Subscription Agreement; | |
|---|---|---|
| Tax Deduction | means<br> a deduction or withholding for on account of Tax from a payment under the Issue Documents; | |
| Termination Event | has<br> the meaning ascribed to it in the Article 8.21.1; | |
| Term Sheet | means<br> the indicative term sheet entered into between the Issuer and the Subscribers on 30 April 2026; | |
| Trading Day | means<br> a day on which the Shares are capable of being traded on the Relevant Exchange in respect thereof other than a day on which such<br> trading ceases prior to the usual closing time (whether such closing is scheduled (as it is often the case regarding trading on the<br> Euronext Paris on 24 December and 31 December) or unscheduled); | |
| Tranche A | has<br> the meaning ascribed to it in the Subscription Agreement; | |
| Tranche B | has<br> the meaning ascribed to the term “Tranche B Amortized Bonds” in the Subscription Agreement; | |
| Tranche B Amortized Bonds | has<br> the meaning ascribed to it in the Subscription Agreement; | |
| Tranche B Amortized Bonds Issue Agreement | has<br> the meaning ascribed to it in the Subscription Agreement; | |
| Tranche C Amortized Bonds | has<br> the meaning ascribed to it in the Subscription Agreement; | |
| Tranche C Amortized Bonds Issue Agreement | has<br> the meaning ascribed to it in the Subscription Agreement; | |
| Treaty Holder | means<br> a Holder which in respect of the relevant payment under an Issue Document:<br><br> <br><br><br> <br>(i) is<br> treated as resident of a Treaty State for the purposes of the Treaty;<br><br> <br><br><br> <br>(ii) does<br> not carry on business in France through a permanent establishment with which the holding of that<br> Holder’s Bonds is effectively connected; and<br><br> <br><br><br> <br>(iii) fulfils<br> any other conditions which must be fulfilled under the Treaty by residents of the Treaty State for<br> such residents to obtain exemption from Tax imposed on a payment of interest by France, subject<br> to the completion of any necessary procedural formalities. provided that:<br><br> <br><br><br> <br>“Treaty State”<br> means a jurisdiction having a double taxation agreement with France (a “Treaty”)<br> which makes provision for full exemption from Tax imposed by France on an interest payment. |
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| VWAP | means,<br> in respect of a Share or other security, on any Trading Day, the volume-weighted average price of such Share or other security as<br> published by or derived from (i) Bloomberg page HP (or any successor page) (setting “PR094 VWAP (Vol Weighted Average<br> Price)”, or any successor setting) in respect of the Relevant Exchange in respect thereof (such page being as at the Drawdown<br> Date, in the case of the Share, IVA FP Equity HP), provided that in the case of a VWAP to be observed over a period of several<br> Trading Days, such VWAP shall be equal to the volume-weighted average of the relevant daily VWAPs (the daily volumes to be used for<br> the purpose of determining such weighted average being the volumes as published on Bloomberg page HP (or any successor page),<br> setting “PR316 VWAP Volume” (or any successor setting)), provided that where any such daily VWAP is required to be adjusted<br> pursuant to these Terms and Conditions, an inversely proportional adjustment shall be made to the daily volume in respect thereof,<br> all as determined by the Equity-Linked Calculation Agent. | |
|---|---|---|
| Warrants | has<br> the meaning ascribed to it in the Subscription Agreement; | |
| 1.2. | In<br> this Agreement, except as otherwise provided or where clearly inconsistent in the light of<br> the context: | |
| --- | --- | |
| (i) | words<br> importing the singular include the plural and vice versa; | |
| --- | --- | |
| (ii) | words<br> denoting gender include every gender; | |
| --- | --- | |
| (iii) | words<br> denoting persons include bodies corporate or unincorporated; | |
| --- | --- | |
| (iv) | an<br> article, a section, clause, sub-clause or Schedule is a reference to an article, a section,<br> clause, sub-clause or Schedule, as the case may be, of or to this Agreement, as amended from<br> time to time; | |
| --- | --- | |
| (v) | any<br> provision of a statute shall be construed as a reference to that provision as amended, modified,<br> re-enacted or extended from time to time; | |
| --- | --- | |
| (vi) | words<br> and expressions in the French language defined in the French Commercial Code (Code de commerce) or the French Monetary and Financial Code (Code monétaire et financier)<br> as amended shall bear the same meanings herein, and | |
| --- | --- | |
| (vii) | capitalised<br> terms not defined herein shall have the meaning given to them in the Subscription Agreement,<br> as amended from time to time. | |
| --- | --- |
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| 1.3. | The<br> headings in this Agreement are for ease of reference only and shall not affect the construction<br> of this Agreement. |
|---|---|
| 1.4. | Should<br> any conflicts occur between this Agreement and the Subscription Agreement, or any ancillary<br> contractual document entered into between the parties, the Parties agree that the Subscription<br> Agreement’s provisions shall prevail. |
| --- | --- |
| 1.5. | Terms<br> used but not defined in this Agreement shall have the meaning ascribed to them in the Subscription<br> Agreement. |
| --- | --- |
| 1.6. | A<br> Default (other than an Event of Default) is continuing if it has not been remedied or waived<br> and any reference to an Event of Default being continuing is a reference to an Event of Default<br> that has not been waived by the Representative (acting on the instructions of the Majority<br> Holders). |
| --- | --- |
| 2. | Issue and subscription |
| --- | --- |
| 2.1. | In<br> accordance with the delegation of authority granted under the 27th resolution adopted by<br> the General Meeting, the OCA will be issued in one single tranche, in registered form exclusively<br> (au nominatif) reserved to the benefit, amongst others, of natural or legal persons (including<br> companies), trusts or investment funds, or other investment vehicles, in any form, established<br> under French or foreign law, which regularly invest in the pharmaceutical, biotechnological<br> or medical technology sectors of which the OCA Subscribers belong to, for a maximum nominal<br> amount of thirty-five million Euros (EUR 35,000,000), with a par value of one Euro (EUR 1.00)<br> per OCA as decided by the Chief Executive Officer in accordance with the provisions of articles<br> L. 225-135 and L. 228-91 of the French Commercial Code (Code de commerce) The OCA will confer<br> rights to the OCA Subscribers and any subsequent Holder as from their subscription in accordance<br> with the terms of Article 10.2. |
| --- | --- |
| 2.2. | Each<br> Holder represents and warrants that he belongs to one of the categories as defined under<br> the 27th resolution adopted by the General Meeting described above and is a “qualified<br> investor” as defined under Article 2 (e) of Regulation EU n°2017/1129. |
| --- | --- |
The Issuer shall provide the OCA Subscribers with a Drawdown Notice no less than one (1) Business Day prior to the issuance of the OCA.
| 2.3. | Following<br> receipt of a Drawdown Notice, on Completion Date, the OCA Subscribers will subscribe to the<br> thirty-five million OCA in one single drawdown of EUR 35,000,000, subject to the conditions<br> precedent set forth in Article 3.1 of the Subscription Agreement, pursuant to a Drawdown<br> Notice, in accordance with the following breakdown: | |||||||
|---|---|---|---|---|---|---|---|---|
| OCA<br> Subscriber | % | Number<br> of OCA | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Kreos | 66.67 | % | 23,333,333 | |||||
| Claret<br> 1 | 25.00 | % | 8,750,000 | |||||
| Claret<br> 2 | 8.33 | % | 2,916,667 |
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| 2.4. | Subscription<br> of the OCA and all other payments of the OCA Subscribers to the Issuer shall be made by bank<br> transfer, to the following account of the Issuer (the “Drawdown Account”)<br> unless otherwise agreed by the OCA Subscribers in writing: |
|---|
[***]
The payment by the OCA Subscribers to the Drawdown Account, or to such other bank account as is agreed in writing between the OCA Subscribers and the Issuer, shall constitute the subscription of the OCA (or the relevant part thereof) and the Issuer shall thereupon become indebted, as principal and direct obligor, to the OCA Subscribers in an amount equal to the OCA (or the relevant part thereof) and all interest thereon and other payments due in connection therewith under this OCA Issue Agreement.
Concurrently with such transfer, each OCA Subscriber shall send to the Issuer a subscription form substantially in the same terms as the template attached as Schedule 2 hereto.
| 3. | Purpose of the Issue – Ranking |
|---|---|
| 3.1. | The<br> Issuer shall apply the proceeds of the OCA in order to finance the development of the Issuer’s<br> business in general, including to refinance the EIB Financing and agrees that it will not<br> use the whole or any part of the proceeds of the Issue in contravention of any applicable<br> law. |
| --- | --- |
| 3.2. | Without<br> prejudice to the above, the OCA Subscribers shall not be under any obligation to monitor<br> or verify the application of the proceeds of the Issue. |
| --- | --- |
| 3.3. | Each<br> of the OCA shall rank pari passu equally and rateably inter se and with the<br> Amortized Bonds and with any bond issued under the Non-Committed Tranche, without any discrimination<br> or preference and as direct, unconditional, unsubordinated obligations, secured as set out<br> in the Security Documents, being expressly specified that any obligations and liabilities<br> of the Issuer under this Agreement shall fall in the scope of secured obligations (Obligations Garanties) as defined in the Security Documents. |
| --- | --- |
| 4. | Interest |
| --- | --- |
| 4.1. | Interest<br> on the OCA shall accrue on the principal moneys outstanding on the OCA at a fixed annual<br> interest rate of nine point nine per cent (9.90%) per annum (the “Interest Rate”).<br> Interest is payable monthly in advance on the first day of each month during the Interest<br> Only Period and monthly in arrears on the first day of each month thereafter. Principal is<br> payable monthly in advance on the first day of each month. All Interest Payments due to the<br> Subscribers must be in euro made free of, or grossed up for, withholding and any other taxes. |
| --- | --- |
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| 4.2. | Interest<br> shall be payable in cash in monthly interest instalments on each Interest Payment Date from<br> First Interest Payment until and including the Final Redemption Date in a number of fixed<br> interest-only payments until 31^st^ December 2028 (the “Interest Only Period”) and followed by sixteen (16) monthly instalments comprising both principal<br> and interest until 1^st^ April 2030. In the event drawdown occurs prior to<br> the First Interest Payment Date, interest shall accrue on moneys outstanding as of their<br> effective transfer date to Issuer until the First Interest Payment date (on the basis of<br> a daily 1/90^th^ of the quarterly fixed interest payment) and shall be paid by compensation<br> with the funds to be transferred by OCA Subscriber to Issuer. For the avoidance of doubt,<br> no advance payment shall be payable in respect of the OCA. |
|---|---|
| 4.3. | To<br> the extent interest is not paid for at least one (1) year on any Interest Payment Date,<br> further interest shall accrue on any such interest not so paid in accordance with article<br> 1343-2 of the French Civil Code (Code civil) at the rate specified in Article 4.6<br> hereunder. Interest shall be calculated on the basis of a three hundred and sixty-five (365)<br> day year and shall be deemed to accrue on the OCA from day to day. |
| --- | --- |
| 4.4. | Each<br> interest payment shall be made to the Holders, on each Interest Payment Date before 11.00<br> AM Paris time, and the Holders shall be deemed, for the purposes of this Agreement, to be<br> the holder, on such date for payment of interest, of the OCA held by him on such preceding<br> date notwithstanding any intermediate transfer or transmission of any such OCA. |
| --- | --- |
| 4.5. | Interest<br> on the principal moneys outstanding on any OCA becoming liable to repayment under any provision<br> hereof shall cease to accrue as from the due date for repayment of such principal moneys<br> unless repayment of any such principal moneys and/or payment of any such interest is not<br> effected in which event interest shall continue to accrue at the rate specified in Article 4.6<br> on the amount which remains unpaid until actual payment in full of such principal moneys<br> and interest is made. |
| --- | --- |
| 4.6. | Time<br> of payment of any sum due from the Issuer and its Subsidiaries is of the essence under these<br> Terms and Conditions. If the Issuer or any of its Subsidiaries fails to pay any amount payable<br> by it under this Article 4.1 on its due date, the Issuer or its relevant Subsidiary<br> shall pay to the Holders forthwith on demand, interest on such sum (compounded on an annual<br> basis) from the due date to the date of actual payment (as well after as before judgment)<br> at a rate equal to the applicable Interest Rate plus five percent (5%) per annum during the<br> period of non-payment. If the Issuer or any of its Subsidiaries fails to pay any amount payable<br> by it under this Article 4 within five (5) Business Days after such sum is due<br> and payable, the Issuer or its relevant Subsidiary shall pay to the Holders forthwith on<br> demand, a one-off late payment charge of three per cent (3)% of such sum, to compensate the<br> Holders for additional administrative expense. |
| --- | --- |
| 5. | Repayment – Conversion |
| --- | --- |
| 5.1. | Repayment |
| --- | --- |
| 5.1.1. | Unless<br> the OCA have been subject to early redemption, exchange, conversion or purchase and cancellation<br> under the conditions set forth below, the Issuer shall redeem the OCA at their principal<br> amount on a monthly basis, in sixteen (16) monthly instalments comprising both principal<br> and interest following the Interest Only Period set forth in clause 4.2 (each a “Redemption Date”), being specified that each instalment is due in advance on the first day<br> of each month, on each Redemption Date. Such monthly payments shall be effected by redeeming<br> on each Redemption Date, and in respect of each Holder as at such Redemption Date, such number<br> of OCA as is equal to the product (rounded down if necessary to the nearest whole number<br> of OCA) of (i) such number of OCA as are held by such Holder as at such Redemption Date<br> and (ii) the redemption percentage (as set out in Schedule 5) for such Redemption Date<br> applying the same principle as set forth in the Article R.213-16 of the French Monetary<br> and Financial Code (Code monétaire et financier). The redemptions shall be<br> made net to the Holders pursuant to Article 6. |
| --- | --- |
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| 5.1.2. | Any<br> OCA repaid by the Issuer shall be cancelled and the Issuer shall in no event make another<br> use of such repaid Bonds (including by reselling them). |
|---|---|
| 5.1.3. | All<br> payments to be made by the Issuer to the Holders under this Agreement and the other Issue<br> Documents shall be made in full, without (and free and clear of any deduction for) any set-off<br> or counterclaim. |
| --- | --- |
| 5.2. | Prepayment |
| --- | --- |
The Issuer shall have the right, at any time but with no less than thirty (30) days prior notice to the Representative (with a copy to the Equity-Linked Calculation Agent) (the “30 Days Prepayment Notice Period”), to prepay in whole but not in part the OCA outstanding at such time (a “Prepayment”).
| (i) | In<br> case of Prepayment during the Interest Only Period, the Issuer will pay a sum equal to (i) the<br> principal outstanding at the time of the Prepayment, plus (ii) an aggregate of all remaining<br> interest payments that would have been paid until the Final Redemption Date, discounted to<br> present value by applying a discount rate of 4%, plus (iii) the End of Commitment Fee<br> (as well as any other unpaid fees or costs, if any). |
|---|---|
| (ii) | In<br> case of early repayment following expiry of the Interest Only Period: (i) within 12<br> months following the end of the Interest Only Period, 103% of the principal outstanding at<br> the time of the Prepayment, plus the End of Commitment Fee (as well as any other unpaid fees<br> or costs, if any), (ii) within 24 months following the end of the Interest Only Period,<br> 102% of the principal outstanding at the time of the Prepayment, plus the End of Commitment<br> Fee (as well as any other unpaid fees or costs, if any), and (iii) thereafter, 101%<br> of the principal outstanding at the time of the Prepayment, plus the End of Commitment Fee<br> (as well as any other unpaid fees or costs, if any). |
| --- | --- |
During the 30 Days Prepayment Notice Period, the Subscribers shall fully preserve the conversion rights set forth in Article 5.3.
In the event of a Prepayment, the Issuer shall grant the Subscribers an equity investment right in the form of a number of warrants equal to the number of OCA then outstanding (the “Prepayment Warrants”) corresponding to the equity optional value of the OCA with an exercise price equal to EUR 1 per Prepayment Warrant, an initial exercise ratio equal the Conversion Ratio in effect at the time of such Prepayment and an expiry date of 15 August 2029. The subscription price of each Prepayment Warrant shall be deemed fully paid up at the date of issuance of the Prepayment Warrants to the relevant Holder(s). The terms and conditions of the warrants shall be standards terms and conditions and shall be agreed in good faith by the Issuer and the Subscribers before the first day of the 30 Days Prepayment Notice Period. The Prepayment Warrants issuance may be subject to the prior authorisation of the shareholders’ meeting. The relevant resolution shall be submitted for approval at the next general meeting of the Company’s shareholders, to the extent that the applicable notice periods can be complied with, failing which at the subsequent general meeting.
19
The Prepayment may, and in certain circumstances shall, occur in the event that certain French taxes are imposed, in accordance with Article 6 (Taxation).
The Prepayment notice may not be served without the Representative (acting on instructions of the Majority Holders) consent as long as any M&A Process relating to the Issuer and involving a formal letter of intent which has been executed and is outstanding. For the avoidance of doubt, in the twenty (20) days following the service of a Prepayment notice, each Holders may still elect to convert all or part of the OCA it holds and serve a Conversion Notice to that effect.
OCA redeemed at or prior to maturity, will be cancelled in accordance with French law.
| 5.3. | Conversion |
|---|
Each Holder may discretionarily elect to convert all or part of the outstanding OCA held by it at the time of such election into Conversion Shares as follows at any time from the issuance of the OCA, provided that the Holder of each OCA may only elect to convert such OCA in whole but not in part. Upon conversion of any OCA the Conversion Shares in respect thereof may be held by the Holder or transferred to any of its Affiliates and Related Funds. For the avoidance of doubt, the exercise of such right by any Holder shall not compel any other Holder to convert any of the OCA it holds into Conversion Shares***.*** The partial exercise of the conversion right by a Holder shall not preclude any subsequent exercise of such right in relation to further outstanding OCA. Should any Holder elect to convert the OCA, the End of Commitment Fee for the portion of OCA converted by such Holder would not be payable by the Issuer.
The Company may, at its option, deliver new or existing Convertible Shares or a combination of the two.
Exercise of the conversion right results in the cancellation of the OCA for which such right was exercised.
| 5.3.1. | Conversion<br> Notice - Conversion Date |
|---|
In order to convert all or part of the OCA held by it into Conversion Shares, the relevant Holder shall send a notice to the Company (with a copy to the Equity-Linked Calculation Agent) specifying, inter alia, the total number of OCA held by it as at the date of such notice and, the number of OCA to be converted (a “Conversion Notice”), in accordance with the template conversion notice attached as Schedule 3 hereto, provided that if such Conversion Notice is sent as aforesaid after 5 p.m. Paris time or on any day which is not a Business Day, such Conversion Notice shall be deemed to have been sent on the following Business Day (and the “ConversionDate” in respect of such conversion shall be the Business Day on which such Conversion Notice is sent (or deemed to be sent) as aforesaid).
| 5.3.2. | Conversion<br> Ratio, Conversion Price, Conversion Shares, Additional Shares, Fractional Shares |
|---|
ConversionRatio, Conversion Price
The “Conversion Ratio” will be initially equal to CRinitial as determined pursuant to the formula below (and rounded up to the nearest whole multiple of 0.00001 Share), and will be subject to adjustment from time to time in accordance with clauses 14 (and, in the event of an Equity-Linked Pricing Reset, clause 5.3.4):
CRinitial = 1/ CPinitial
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where CPinitial will be equal to the greater (rounded to the nearest whole multiple of €0.0001 (with €0.00005 being rounded upwards)) of (A) the product of (a) one plus 40%, and (b) the lower of (i) the 30-day VWAP immediately prior to the date of signing of the Term Sheet, (ii) the 30-day VWAP immediately prior to the Issuance Date and (iii) the price per share in the equity financing undertaken in connection with the prepurchase of the EIB Warrants, provided that such equity financing occurs no later than 30 days after the Issuance Date, (B) the minimum price (as determined by the Issuer) permitted under the applicable shareholder authorisations in force at the Issuance Date and (C) the 30-day VWAP immediately prior to the Issuance Date, all as determined by the Equity-Linked Calculation Agent.
For the purposes of the above, “30-day VWAP” immediately prior to any date means the VWAP of the Shares over the period of 30 consecutive Trading Days immediately preceding such date, as determined by the Equity-Linked Calculation Agent.
For the purposes of these Terms and Conditions:
“ConversionPrice” means (i) initially CPinitial as determined above, and (ii) at any time following any adjustment to the Conversion Ratio in accordance with clause 14 (or, in the event of an Equity-Linked Pricing Reset, clause 5.3.4), the result (rounded to the nearest whole multiple of €0.0001 (with €0.00005 being rounded upwards)) of one (1) divided by the Conversion Ratio in effect at such time, all as determined by the Equity-Linked Calculation Agent.
ConversionShares
The number of Conversion Shares to be issued to any Holder upon conversion of one or more OCA pursuant to any one Conversion Notice shall be equal to the result, rounded down to the nearest whole number of Shares (subject to the fractional shares provisions below) of the following formula:
NCS = CR * NCB
Where:
| NCS | means<br> the number of Conversion Shares in respect of the relevant conversion |
|---|---|
| CR | means<br> the Conversion Ratio in effect on the relevant Conversion Date, and |
| --- | --- |
| NCB | means<br> the number of OCA to be converted in accordance with the Conversion Notice. |
| --- | --- |
all as determined by the Equity-Linked Calculation Agent.
AdditionalShares
If the Record Date for any event giving rise to an adjustment of the Conversion Ratio pursuant to clause 5. occurs prior to the date of delivery of the Conversion Shares (other than Additional Shares) required to be delivered pursuant to any conversion of OCA (and whether such Record Date falls prior to, on or after the Conversion Date) in circumstances where the Conversion Ratio in effect as of the relevant Conversion Date does not reflect the relevant adjustment in respect of such transaction, the Issuer will deliver to the relevant Holder of such OCA being so converted such number (as determined by the Equity-Linked Calculation Agent) of additional Conversion Shares (the “Additional Shares”), as, together with the number of Conversion Shares required to be delivered based on the Conversion Ratio in effect on the Conversion Date (including for this purpose any fraction of a Conversion Share rounded down in accordance with these Terms and Conditions), is equal to such number of Conversion Shares as would have been required to be delivered had the Conversion Ratio adjusted in respect of such transaction been in effect on such Conversion Date.
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Such Holder will receive delivery of the Additional Shares (i) on or prior to the Conversion Shares Delivery Date or (ii) if the number of Additional Shares could not be determined by the Equity-Linked Calculation Agent in time for such delivery to be made on or prior to the Conversion Shares Delivery Date, as soon as practicable after such determination is made.
FractionalShares
Upon any conversion of one or more OCA pursuant to any one Conversion Notice, if the number of Conversion Shares in respect thereof calculated in accordance with these Terms and Conditions is not a whole number, such number shall be rounded down to the nearest whole multiple of Conversion Shares, and the Holder will receive from the Company (as soon as practicable, and in any case no later than 3 Business Days following the date of delivery of the Shares) a cash payment equal to the product (rounded down to the nearest whole multiple of €0.01) of the fractional share so rounded down and the closing price of the Shares on the Relevant Exchange for the Shares on the last Trading Day preceding the Conversion Date (or, in the case of Additional Shares, the closing price of the Shares on such Relevant Exchange on the Effective Date (as defined in Schedule 4) of the adjustment to the Conversion Ratio giving rise to such Additional Shares, or, if such Effective Date is not a Trading Day, on the immediately following Trading Day), all as determined by the Equity-Linked Calculation Agent.
| 5.3.3. | Forced<br> Conversion |
|---|
The Issuer may require conversion of all but not some only of the outstanding OCA from the date falling 12 months after issuance of the OCA, by giving not less than 120 days prior notice thereof to the Holders in accordance with Article 19 (Notices) (the “ForcedConversion Notice”, which shall specify the date on which such conversion shall become effective (the “Forced ConversionDate”)) if, on each Trading Day in the period of 30 consecutive Trading Days immediately preceding the date of delivery of the Forced Conversion Notice, the closing price per Share on the Relevant Exchange therefor on such Trading Day equals or exceeds 175% of the applicable Conversion Price in effect on such Trading Day, provided that no Event of Default is continuing at such time. During such notice period, the Holders may elect to waive or modify their information rights in order to manage their MNPI position.
For the avoidance of doubt, Holders can elect to convert their OCA at any time during such notice period in accordance with these Terms and Conditions as if no such Forced Conversion Notice has been given by the Issuer, provided that notwithstanding anything to the contrary in these Terms and Conditions such aggregate number of OCA as is held by any Holder as at the Forced Conversion Date and in respect of which no Conversion Date has occurred prior to the Forced Conversion Date shall be deemed to be converted by such Holder with a Conversion Date that is the Forced Conversion Date. Once a Forced Conversion Notice has been validly delivered, it shall remain valid, effective and fully enforceable throughout the relevant notice period, notwithstanding that the Share price may subsequently fall below the applicable threshold or condition triggering such Forced Conversion Notice.
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| 5.3.4. | Equity-Linked<br> Pricing Reset |
|---|
In the event where the OCA remain outstanding following the Cure Period, the Conversion Ratio shall be reset to be equal to the greater of (I) the Conversion Ratio prevailing on the last day of the Reset Calculation Period and (II) the result (rounded up to the nearest whole multiple of 0.00001 Share) of one (1) divided by 140% of the VWAP over the period of 20 consecutive Trading Days ending on (and including) the 20th Trading Day after the release of the Phase III NATiV3 topline results (the “Reset Calculation Period”) (the “Equity-Linked Pricing Reset”), provided that for the purposes of determining such VWAP if (A) the Ex-Date in respect of any Dividend, or (B) if the Ex-Date in respect of any event giving rise to an adjustment to the Conversion Ratio pursuant to clause 14, in each case falls on or before the last day of the Reset Calculation Period:
| (a) | in<br> the case of (A) above: the daily VWAP (as referred to in the definition of “VWAP”)<br> on any day in the Reset Calculation Period falling prior to the Ex-Date of such Dividend<br> shall be reduced by the amount thereof; and |
|---|---|
| (b) | in<br> the case of (B) above: |
| --- | --- |
| (i) | if<br> the date on which such adjustment becomes effective pursuant to clause 14 falls after the<br> last day of the Reset Calculation Period, then the daily VWAP (as aforesaid) on any day in<br> the Reset Calculation Period falling on or after such Ex-Date shall be multiplied by a fraction,<br> the numerator of which is the Conversion Ratio so adjusted and the denominator of which is<br> the Conversion Ratio in effect immediately prior to such adjustment ; or |
| --- | --- |
| (ii) | if<br> the date on which such adjustment becomes effective pursuant to clause 14 falls on or before<br> the last day of the Reset Calculation Period, then the daily VWAP (as aforesaid) on any day<br> in the Reset Calculation Period falling prior to such Ex-Date shall be divided by the fraction<br> referred to in sub-paragraph (i) above, |
| --- | --- |
all as determined by the Equity-Linked Calculation Agent.
The Equity-Linked Pricing Reset shall become effective on the date (the “Equity-Linked Pricing Reset Effective Date”) which is the first Business Day on which the adjusted Conversion Ratio can be determined in accordance with the foregoing, provided that if any other adjustment to the Conversion Ratio becomes effective pursuant to clause 14 after the last day of the Reset Calculation Period but on or prior to the Equity-Linked Pricing Reset Effective Date, the adjusted Conversion Ratio determined in accordance with the preceding paragraph shall be multiplied by a fraction, the numerator of which is the Conversion Ratio in effect immediately prior to such other adjustment the Conversion Ratio and the denominator of which is the Conversion Ratio in effect immediately thereafter, all as determined by the Equity-Linked Calculation Agent.
The Equity-Linked Pricing Reset shall be subject to the Company’s shareholder resolutions and may require an extraordinary general meeting. The relevant resolution shall be submitted for approval at the next general meeting of the Company’s shareholders, to the extent that the applicable notice periods can be complied with, failing which at the subsequent general meeting.
23
| 5.3.5. | Conversion<br> Shares |
|---|
The capital increase arising from the issuance of Conversion Shares shall be definitively completed as a mere consequence of and on the date of receipt by the Issuer of the Conversion Notice.
Upon payment of the Conversion Price and subject to the delivery of the notice, the Issuer shall promptly deliver freely tradable Conversion Shares to the relevant Holder upon each conversion, it being specified that the Issuer shall give the necessary instructions for the issuance of the Shares to its Registrar no later than one (1) Trading Day after the receipt by the Issuer of the Conversion Notice.
The Conversion Shares to be issued will carry dividend rights and confer upon their holders, from their date of delivery, all the rights attached to the Shares, it being specified that in the event that the record date (or other date on which the ownership of the Shares is established so as to determine which Shareholders are the beneficiaries of a given transaction or may take part in a transaction) for a dividend (or interim dividend) or any other entitlement or right in respect of the Shares occurs prior to the relevant delivery date of the Conversion Shares (exclusive) (and whether such record date (or other applicable date as aforesaid) falls prior to, on or after the Conversion Date), the converting Holder will not be entitled to such dividend (or interim dividend) or other entitlement or right in respect of the Shares nor to any compensation therefor, subject to the right to an adjustment provided for in clause 5 or, as the case may be, the delivery of Additional Shares.
The Conversion Shares shall be subject to all provisions of the by-laws and to decisions of the general meetings of the shareholders of the Issuer. The Conversion Shares shall be admitted to trading on Euronext Paris as from their issuance (provided that the ordinary shares of the Issuer are admitted to trading on Euronext Paris on such date), will carry immediate and current dividend rights (“jouissancecourante”) and will be fully assimilated to and fungible with the existing shares.
| 6. | Taxation |
|---|---|
| 6.1. | All<br> payments of principal and interest by or on behalf of the Issuer in respect of the OCA shall<br> be made free and clear of, and without a Tax Deduction of whatever nature imposed, levied<br> or collected by or within any jurisdiction. |
| --- | --- |
| 6.2. | If<br> French law should require that any payment of interest or principal in respect of the OCA<br> be subject to Tax Deduction with respect to any present or future taxes, duties or charges,<br> the Issuer will, to the fullest extent then permitted by law, pay such additional amounts<br> as may be necessary in order that the Holders, after such Tax Deduction, receive the full<br> amount provided in such OCA to be then due and payable; provided, however, that if by reason<br> of a change in any law or regulation of France or any change in the official application<br> or interpretation of such law or regulation, becoming effective after the Drawdown Date,<br> and if the Issuer would, on the occasion of the next payment of principal or interest due<br> in respect of the OCA, not be able to make such payment without having to pay additional<br> amounts (and such payments cannot be avoided by reasonable measures taken by the Issuer),<br> the Issuer may at any time, but no earlier than thirty (30) calendar days prior to the effective<br> date of the such change, trigger a Prepayment on the outstanding OCA in accordance with Article 5.2<br> (Prepayment). The provisions of the above paragraph do not apply where the Holder is subject<br> to such taxes, duties or charges by reason of its having some connection with France other<br> than the mere holding of such OCA. |
| --- | --- |
24
| 6.3. | If<br> the Issuer is required to make additional payments in accordance with the provisions of Article 6.2<br> above and if the Issuer would be prevented by law from making payment to the Holders of the<br> full amount then due and payable (and the obligation to make such additional payments cannot<br> be avoided by reasonable measures taken by the Issuer), the Issuer shall trigger the Prepayment<br> of the outstanding OCA, at the earliest thirty (30) calendar days prior to the effective<br> date of the change referred to in Article 6.2 above and at the latest on the date on<br> which the additional payments should have been made. |
|---|---|
| 6.4. | For<br> the avoidance of doubt, a payment shall not be increased under paragraph 6.2 above by reason<br> of a Tax Deduction on account of Tax imposed by France, if on the date on which the payment<br> falls due: |
| --- | --- |
| (i) | the<br> payment could have been made to the relevant Holder without a Tax Deduction if such Holder<br> had been a Qualifying Holder, but on that date that Holder is not or has ceased to be a Qualifying<br> Holder other than as a result of any change after the date it became a Holder under the Issue<br> Documents in (or in the interpretation, administration, or application of) any law or double<br> taxation agreement, or any published practice or published concession of any relevant taxing<br> authority; or |
| --- | --- |
| (ii) | the<br> relevant Holder is a Treaty Holder and the Issuer is able to demonstrate that the payment<br> could have been made to the Holder without the Tax Deduction had that Holder complied with<br> its obligations under paragraph 6.7 below, |
| --- | --- |
provided that the exclusion for changes after the date a Holder became a Holder under this OCA Issue Agreement in paragraph 6.4 (i) above shall not apply in respect of any Tax Deduction on account of Tax imposed by France on a payment made to a Holder if such Tax Deduction is imposed solely because this payment is made to an account opened in the name of or for the benefit of that Holder in a financial institution situated in a Non-Cooperative Jurisdiction or because such Holder is incorporated, domiciled, established, or acting through a Participation Office situated, in a Non-Cooperative Jurisdiction.
However, no such additional amounts shall be payable with respect to any OCA to a Holder (or to a third party on behalf of the Holder) who is liable to such taxes or duties in respect of such OCA by reason of his having some connection with France other than merely being the holder of the OCA.
| 6.5. | The<br> Issuer shall promptly upon becoming aware that it must make a Tax Deduction (or that there<br> is any change in the rate or the basis of a Tax Deduction) notify the Representative accordingly.<br> Similarly, the Representative shall notify the Issuer on becoming so aware in respect of<br> a payment payable to any Holder. |
|---|---|
| 6.6. | In<br> the event of a Prepayment made in accordance with the provisions of Article 6.3 above,<br> the Issuer will provide, or cause to be provided, notice of such Prepayment, pursuant to<br> the provisions of Article 19 (Notices), at the earliest thirty (30) calendar<br> days and at the latest fifteen (15) calendar days prior to the date fixed for Prepayment. |
| --- | --- |
| 6.7. | If<br> the Issuer is required to make a Tax Deduction, the Issuer shall make that Tax Deduction<br> and any payment required in connection with that Tax Deduction within the time allowed and<br> in the minimum amount required by law. |
| --- | --- |
| 6.8. | Within<br> thirty (30) days of making either a Tax Deduction or any payment required in connection with<br> that Tax Deduction, the Issuer shall deliver to the Representative the payment evidence satisfactory<br> to the Representative (acting reasonably) that the Tax Deduction has been made or (as applicable)<br> any appropriate payment paid to the relevant taxing authority. |
| --- | --- |
25
| 6.9. | A<br> Treaty Holder and the Issuer which makes a payment to which that Treaty Holder is entitled<br> shall co- operate in completing any procedural formalities necessary for the Issuer<br> to obtain authorization to make that payment without a Tax Deduction. |
|---|---|
| 6.10. | Each<br> OCA Subscriber hereby represents that, at the Completion Date: |
| --- | --- |
| (i) | it<br> is a Qualifying Holder; and |
| --- | --- |
| (ii) | it<br> is not incorporated or domiciled (or acting through a Participation Office, or office, or<br> carrying on a trade or business (“établissement stable”) in each<br> case to which the Participation is attributable), located in a Non-Cooperative Jurisdiction. |
| --- | --- |
| 6.11. | Any<br> references in this Agreement to principal and interest shall be deemed also to refer to any<br> additional amounts which may be payable under the provisions of this Article 6. |
| --- | --- |
| 7. | Undertakings |
| --- | --- |
The Issuer undertakes with the OCA Subscriber that, from the date of this Agreement and for so long as any amount is or may be outstanding under this Agreement, it shall (and shall procure that each Group Company will) comply with the commitments set forth in the Subscription Agreement, including but not limited to those contained in Article 4 (Commitments) of the Subscription Agreement.
| 8. | Events of default |
|---|
Each of the following events, facts or circumstances constitutes an Event of Default:
| 8.1. | Non-payment |
|---|
the Issuer or any Group Company fails, after being notified by the Representative (acting on instructions of the Majority Holders), to pay in full on the due date any sum due from it under this Agreement in the currency and in the manner specified in this Agreement save where the failure to pay is caused solely by:
| (i) | an<br> administrative or human error or technical problem and payment is made within three (3) Business<br> Days of its due date; or |
|---|---|
| (ii) | a<br> material disruption to those payment or communications systems or to those financial markets<br> which are, in each case, required to operate in order for payments to be made in connection<br> with the Issue Documents and which disruption is not caused by, and is beyond the control<br> of, any of the parties and such payment is made within five (5) Business Days of its<br> due date; |
| --- | --- |
| 8.2. | Breach<br> of financial information obligations |
| --- | --- |
the Issuer fails to duly perform or comply with any of the material financial information obligations expressed to be assumed by it in Article 4 (Commitments) of the Subscription Agreement and where such non-performance or non-compliance is capable of remedy, has not been remedied to the reasonable satisfaction of the Representative (acting on instructions of the Majority Holders) within five (5) Business Days of the earlier of (i) the relevant Group Company becoming aware of such breach and (ii) notice of that breach by the Representative (acting on instructions of the Majority Holders) to the Issuer;
26
| 8.3. | Breach<br> of other obligations |
|---|
the Issuer or any Group Company fails to duly perform or comply with any other material obligation expressed to be assumed by it in any of the Issue Documents to which it is a party and where such non-performance or non-compliance, is capable of remedy, has not been remedied to the reasonable satisfaction of the Representative (acting on instructions of the Majority Holders) within [fifteen (15) Business Days (reduced to three (3) Business Days as regards the failure to issue Conversion Shares) of the earlier of (i) the relevant Group Company becoming aware of such breach and (ii) the notice of that breach by the Representative (acting on instructions of the Majority Holders) to the Issuer;
| 8.4. | Intercreditor<br> Agreement |
|---|
any party to the Intercreditor Agreement (other than the Holders) fails to comply with the provisions of, or does not perform its obligations under, the Intercreditor Agreement or any representation or warranty given by any party to the Intercreditor Agreement is incorrect in any material respect;
| 8.5. | Breach<br> of ranking obligations |
|---|
the Issuer (or any Group Company) is in breach of the ranking obligations under Article 4 (Commitments) of the Subscription Agreement and/or Article 3 (Purpose of the Issue – Ranking) of this Agreement;
| 8.6. | Breach<br> of representation |
|---|
any representation, warranty or statement made by, or by an officer of, any Group Company in any Issue Document or in the Drawdown Notice or any other notice or document relating to any Issue Document is incorrect, untrue or misleading in any material respect when it is made or deemed repeated and where such representation, warranty or statement is capable of remedy, has not been remedied to the reasonable satisfaction of the Representative (acting on instructions of the Majority Holders) within three (3) Business Days;
| 8.7. | Cross-default |
|---|---|
| (i) | any<br> Indebtedness of the Issuer or any Group Company is not paid when due or within any applicable<br> grace period; |
| --- | --- |
| (ii) | any<br> Indebtedness of the Issuer or any Group Company is declared to be or otherwise becomes due<br> and payable before its specified maturity as a result of an event of default; or |
| --- | --- |
| (iii) | any<br> creditor or creditors of the Issuer or any Group Company become entitled to declare Indebtedness<br> of the Issuer, due and payable before its specified maturity as a result of an event of default, |
| --- | --- |
27
except where (a) such event of default results from a breach of its obligations by a business counterparty or (b) a business counterpart is a provider of the Issuer, and the absence of payment is made in the ordinary course of business and does not exceed ten (10) Business Days or (c) if such Indebtedness is, (x) in aggregate, equal to or less than one million euros (EUR 1,000,000) or (y) on a single basis, equal to or less than five hundred thousand euros (EUR 500,000);
| 8.8. | Insolvency<br> proceedings |
|---|
any corporate action, legal proceedings or other procedure or step is taken in relation to:
| (i) | the<br> suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration<br> or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of<br> any Group Company; |
|---|---|
| (ii) | a<br> composition, compromise, assignment or arrangement with any creditor of any Group Company; |
| --- | --- |
| (iii) | the<br> appointment of a liquidator, receiver, administrative receiver, administrator, compulsory<br> manager or other similar officer in respect of any Group Company or any of its assets; or |
| --- | --- |
| (iv) | enforcement<br> of any Security over any assets of any Group Company, |
| --- | --- |
| (v) | or<br> any analogous procedure or step is taken in any jurisdiction, |
| --- | --- |
provided that this Article shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 30 calendar days of commencement;
| 8.9. | Insolvency |
|---|
if and when applicable, the Issuer or any Group Company shall stop payment or shall be unable to pay its debts as they fall due, with its available assets (“état de cessation des paiements”) or otherwise admits its inability to pay its debts as they fall due, or commences negotiations with any one or more of its creditors (other than the Subscribers) with a view to the general readjustment or rescheduling of its Indebtedness, or makes a general assignment for the benefit of, or a composition with, its creditors (other than the Subscribers), whether or not through the appointment of an administrator (“*administrateur judiciaire”*ou “liquidateur judiciaire”), in the framework of a conciliation or safeguard procedure, or any analogous procedure or step is taken in any jurisdiction, or shall be adjudicated or declared insolvent;
| 8.10. | Expropriation |
|---|
Any expropriation, attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) affects any material asset or assets of a Group Company;
| 8.11. | Authority |
|---|
the authority or ability of any Group Company to conduct its business wholly or substantially curtailed by any seizure, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other administrative body in relation to a Group Company or any of its assets;
28
| 8.12. | Cessation<br> of business |
|---|
if the Issuer or any Group Company (i) ceases, threatens to cease, or suspends carrying all or substantially all the business it carries on at the date hereof, as mentioned in section (B) of the preamble hereof, or (ii) enters into any business that is not related or complementary to such business, to the extent or in a manner which will have a Material Adverse Effect
| 8.13. | Audit<br> qualification |
|---|
the auditors of a Group Company qualify the audited annual consolidated financial statements, excluding qualifications in respect to of going concern;
| 8.14. | Litigation |
|---|
any litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency are started or threatened in writing, or any judgment or order of a court, arbitral body or agency is made, in relation to the Issue Documents or the transactions contemplated by the Issue Documents or against any member of the Group or its assets which have, or has, or are, or is, reasonably likely to have a Material Adverse Effect;
| 8.15. | Change<br> of control |
|---|
there is a Change of Control in any Group Company, provided that the OCA Subscribers may agree, by written notice to the Issuer, that a Change of Control shall not be deemed an Event of Default, but that nevertheless the consequences set forth in Article 8.22 (Occurrenceof an Event of Default) shall apply, and in such event the OCA, all accrued interest and all other amounts accrued, owing or payable under the Issue Documents shall be due and payable simultaneously with the closing of the Change of Control transaction;
| 8.16. | Validity<br> of agreement |
|---|
at any time any act, condition or thing required to be done, fulfilled or performed by it in order:
| (i) | to<br> enable the Issuer lawfully to enter into, exercise its rights under or perform the material<br> obligations expressed to be assumed by it in the Issue Documents to which it is a party; |
|---|---|
| (ii) | to<br> ensure that the material obligations expressed to be assumed by the Issuer in the Issue Documents<br> to which it is a party are and remain legal, valid and binding; |
| --- | --- |
| (iii) | to<br> make the Issue Documents to which it is a party admissible in evidence in France; |
| --- | --- |
is not done, fulfilled or performed within any time available to ensure compliance with the same;
| 8.17. | Unlawfulness |
|---|
if it becomes unlawful or impossible: (i) for the Issuer and/or any Group Company (as relevant) to discharge any liability under the Issue Documents or to comply with any other obligation which the Issuer considers material under the Issue Documents; or (ii) for the Holders (including through the Security Agent) to exercise or enforce any right under, or to enforce any Security Interest created by the Security Documents, or (iii) the Issuer or any other Group Company repudiates or rescinds an Issue Document, purports to repudiate or rescind an Issue Document to repudiate or rescind an Issue Document;
29
| 8.18. | Breach<br> of contract |
|---|
if any payment default or event or circumstance occurs which, with the giving of notice, lapse of time, determination of materiality, the fulfillment of any other applicable condition or any combination of the foregoing constitutes a default (howsoever described) by the Issuer under any material contract (including, without limitation, any leasing contracts) to an extent or in a manner which will have a Material Adverse Effect it being understood that as from the day the notice of that circumstance is given by the Representative (acting on instructions of the Majority Holders) to the Issuer, a ten (10) Business Day period of grace will commence during which the Representative may not seek the repayment of the sums owed by the Issuer under the Issue Documents in order for the Issuer, or as the case may be, its shareholders, either (i) to organize the repayment of these sums or (ii) to take all necessary actions which in the sole reasonable opinion of the Representative (acting on instructions of the Majority Holders) are of nature to enable the Issuer to continue to perform the Agreement in all its provisions until the Final Redemption Date;
| 8.19. | Material<br> adverse change |
|---|
the occurrence of any facts, circumstances event which have a Material Adverse Effect; it being understood that as from the day the notice of that circumstance is given by the Representative (acting on instructions of the Majority Holders) to the Issuer, a ten (10) Business Day period of grace will commence during which the Representative (acting on instructions of the Majority Holders) may not seek the repayment of the sums owed by the Issuer under the Issue Documents, in order for the Issuer, or as the case may be, its shareholders, either (i) to organize the repayment of these sums or (ii) to take all necessary actions which in the sole reasonable opinion of the Representative (acting on instructions of the Majority Holders) are of nature to enable the Issuer to continue to perform its obligations under the Agreement in all its material provisions until the Final Redemption Date;
| 8.20. | Invalidity |
|---|---|
| 8.20.1. | any<br> provision of the Issue Documents proves to have been or becomes invalid or unenforceable,<br> or a Security Interest created by the Security Documents proves to have been or becomes invalid<br> or unenforceable or such a Security Interest proves to have ranked after, or loses its priority<br> to, another Security Interest of a third party or any other third party claim or interest,<br> provided however that if the Issuer and/or any Group Company proposes replacement security<br> which the Holders accepts, and such replacement security is constituted in a manner acceptable<br> to the Holders within such period of time as the Holder may require, such event shall cease<br> to constitute an Event of Default; |
| --- | --- |
| 8.20.2. | the<br> security constituted by the Security Documents is in any way materially imperilled or in<br> jeopardy (including by way of depreciation in value beyond a normal depreciation) provided<br> however that if the Issuer and/or any Group Company proposes replacement security which the<br> Holders accept, and such replacement security is constituted in a manner acceptable to the<br> Holders within such period of time as the Holders may require, such event shall cease to<br> constitute an Event of Default; or |
| --- | --- |
| 8.20.3. | any<br> event of default (howsoever described) specified in the Security Documents shall occur. |
| --- | --- |
30
| 8.21. | Termination<br> Event |
|---|---|
| 8.21.1. | failure<br> to achieve the Primary Composite Endpoint of the Phase III NATiV3 Clinical Trial or any adverse<br> regulatory outcome in respect thereof (the “Termination Event”); |
| --- | --- |
| 8.21.2. | notwithstanding<br> Article 8.21.1, if any of the Key Secondary Endpoints is met, the Termination Event<br> may be cured during the Cure Period by completion of the T3 Warrant Exercise (it being specified<br> that the proceeds thereof shall be fully funded and received in cash by the Issuer); |
| --- | --- |
| 8.21.3. | in<br> the scenario where the Primary Composite Endpoint of the Phase III NATiV3 Clinical Trial<br> is missed, during the Cure Period: |
| --- | --- |
| (a) | the<br> minimum amount of cash required to be held by the Issuer in bank accounts located in the<br> United States and/or Luxembourg pursuant to the Subscription Agreement shall be no less than<br> one hundred per cent (100%) of the aggregate principal amount then outstanding under the<br> Amortized Bonds and the OCA, until completion of the T3 Warrant Exercise; |
| --- | --- |
| (b) | if<br> the aggregate outstanding principal amount under the Bonds exceeds ten per cent (10%) of<br> the Post-Results Market Capitalisation, the Holders shall have the right to require the Issuer<br> to prepay the OCA (such prepayment to be applied pari passu across each Tranche) so as to<br> reduce the combined outstanding principal amount of OCA and Tranche B to the greater of (i) fifty<br> million Euros (EUR 50,000,000) and (ii) ten per cent (10%) of the Post-Results Market<br> Capitalisation. No prepayment fees shall apply to any prepayment effected under this paragraph<br> (b), it being specified that any unpaid interest and fees, including the End of Commitment<br> Fee, shall remain payable on the date of such prepayment; and |
| --- | --- |
| (c) | by<br> no later than the thirtieth (30th) day of the Cure Period, the Issuer shall provide the Holders<br> with evidence, to the reasonable satisfaction of the Holders (such satisfaction not to be<br> unreasonably withheld), that at least fifty million Euros (EUR 50,000,000) of T3 Warrant<br> Exercise are expected to occur (whether through exercise notices already received or other<br> evidence). Failing such evidence, the Holders may, at any time thereafter and for so long<br> as the T3 Warrant Exercise has not been completed, declare the Termination Event; |
| --- | --- |
| 8.21.4. | if<br> the T3 Warrant Exercise has been completed during the Cure Period, then upon expiry thereof: |
| --- | --- |
| (a) | the<br> Issuer shall make a mandatory prepayment so as to reduce the aggregate outstanding principal<br> amount under the Amortized Bonds and the OCA to no greater than seven point five per cent<br> (7.5%) of the Post-Cure Market Capitalisation; any such prepayment shall be applied first<br> to Tranche B and thereafter to OCA; |
| --- | --- |
| (b) | if<br> the Post-Cure Market Capitalisation is below four hundred million Euros (EUR 400,000,000),<br> the Holders shall have the right to require the full repayment of any principal amount then<br> outstanding under each Tranche; |
| --- | --- |
| (c) | no<br> prepayment fees shall apply to any mandatory prepayment effected pursuant to paragraphs (a) and<br> (b) above, it being specified that any unpaid interest and fees, including the End of<br> Commitment Fee, shall remain payable on the date of such prepayment; |
| --- | --- |
31
| 8.22. | Occurrence<br> of an Event of Default |
|---|---|
| 8.22.1. | On<br> or at any time following the occurrence of any Event of Default, the Representative (acting<br> on the instructions of the Majority Holders) may: |
| --- | --- |
| (i) | serve<br> on the Issuer a notice stating that all obligations of the Holders to the Issuer under this<br> Agreement including (without limitation) the obligation to subscribe for OCA (or any tranche<br> thereof) are terminated; |
| --- | --- |
| (ii) | serve<br> on the Issuer a notice stating that, the OCA, all interest and all other amounts accrued,<br> owing or payable under the Issue Documents are immediately due and payable; |
| --- | --- |
| (iii) | declare<br> the Security Documents to be enforceable; and/or |
| --- | --- |
| (iv) | take<br> any other action which, as a result of the Event of Default or any notice served under paragraphs<br> (i) to (iii) above, the Issuer is entitled to take under the Security Documents<br> or any applicable law; |
| --- | --- |
| 8.22.2. | In<br> addition, on or at any time following of any Event of Default, and on the service of a notice<br> under Article 8.22.1: |
| --- | --- |
| (i) | all<br> the obligations of the Holders to the Issuer under this Issue Documents shall terminate; |
| --- | --- |
| (ii) | the<br> following sums shall become immediately due and payable: |
| --- | --- |
| (a) | the<br> outstanding principal amount of the OCA; |
| --- | --- |
| (b) | all<br> accrued and unpaid Interest; |
| --- | --- |
| (c) | all<br> unpaid fees, costs and expenses; including the End of Commitment Fee; and |
| --- | --- |
| (d) | all<br> other sums payable by the Issuer (or any other Group Company) to the Holders under the Issue<br> Documents; |
| --- | --- |
| 8.22.3. | The<br> Representative (acting on the instructions of the Majority Holders), may waive any Default<br> or Event of Default hereunder, prior to or after the event or events giving rise thereto,<br> provided that such waiver may be effected only by written notice provided by the Representative<br> (acting on the instructions of the Majority Holders) to the Issuer to that effect; it being<br> understood and acknowledged, that if and so long as no notice of waiver of a Default or an<br> Event of Default was so provided, such Default or Event of Default shall be deemed as having<br> occurred and in effect for all purposes hereunder (subject to the Issuer’s right to<br> remedy a Default). |
| --- | --- |
| 9. | Register and certificates |
| --- | --- |
| 9.1. | In<br> accordance with Article L. 211-3 of French Monetary and Financial Code (Code monétaire et financier), the OCA shall be held in nominative form (forme nominative) and<br> will be compulsorily recorded in securities accounts and records held by the Issuer or the<br> authorized intermediary, as the case may be. |
| --- | --- |
| 9.2. | Consequently,<br> the Holders rights will be recorded in securities accounts (inscription en compte)<br> opened in their name on the corporate register which will be held by the Registrar. |
| --- | --- |
| 9.3. | No<br> physical document evidencing title to the OCA (including representative certificates pursuant<br> to Article R. 211-7 of the French Monetary and Financial Code (Code monétaire et financier)) will be issued to represent the OCA. |
| --- | --- |
32
| 9.4. | In<br> accordance with Articles L. 211-15 and L. 211-17 of the French Monetary and Financial Code<br> (Code monétaire et financier), and subject to Article 10, transfer of<br> the OCA will be made by transfer from account to account and the transfer of ownership of<br> the OCA will occur once they are recorded as book entries in the acquirer’s securities<br> account, and pursuant to the terms and conditions provided herein. |
|---|---|
| 10. | Transmission and transfer |
| --- | --- |
| 10.1. | The<br> Holders will be recognized by the Issuer as entitled to the OCA free from any equity set-off<br> or cross-claim on the part of the Issuer against the original or any intermediate holder<br> of such OCA. |
| --- | --- |
| 10.2. | The<br> OCA shall be freely transferrable, subject to obtaining the written consent of the Issuer<br> prior to such transfer, unless such transfer is: |
| --- | --- |
| (i) | to<br> another Holder; |
| --- | --- |
| (ii) | to<br> a fund which is a Related Fund of the transferor Holder; or |
| --- | --- |
| (iii) | made<br> at a time when a Major Transfer Event of Default is continuing (for the purpose of this clause,<br> “Major Transfer Event of Default” means an Event of Default under (i) Clauses<br> 8.1 (Non-payment), 8.7 (Cross-Default), 8.8 (Insolvency Proceedings)<br> or 8.9 (Insolvency)). |
| --- | --- |
| 10.3. | The<br> consent of the Issuer must not be unreasonably withheld or delayed. The Issuer will be deemed<br> to have given its consent ten (10) Business Days after the Holder has requested it unless<br> consent is expressly refused by the Issuer within that time. |
| --- | --- |
| 10.4. | Notwithstanding<br> the above, no assignments or transfers of any of rights or transfers (including by way of<br> novation) of any rights and obligations under any Issue Document are permitted: |
| --- | --- |
| (i) | to<br> an Industrial Competitor of the Group; |
| --- | --- |
| (ii) | to<br> a Loan-to-Own Investor unless a Major Transfer Event of Default is continuing; |
| --- | --- |
| (iii) | to<br> a person or entity resident, incorporated in a Non-Cooperative Jurisdiction or acting through<br> an office through which it will perform its obligations under this Agreement or the office<br> in the jurisdiction in which it is resident for tax purposes is situated in a Non-Cooperative<br> Jurisdiction. |
| --- | --- |
| 10.5. | Transfers<br> of the OCA shall be effected by an instrument in writing in the usual common form signed<br> by the transferor and shall be notified to the Issuer at the latest thirty (30) Business<br> Days prior to the transmission or transfer. Such notice shall include the specific identity<br> of the transmittee(s) or transferee(s) and a confirmation from the transmittee(s) or<br> transferee(s) of its adhesion to the terms of this Agreement and the other Issue Documents. |
| --- | --- |
| 10.6. | Any<br> transferee or assignee that becomes a Holder, by whatever means and for whatever reason,<br> shall have the benefit of, and be subject to, all of the rights and obligations arising under<br> this Agreement as regards the OCA. |
| --- | --- |
| 10.7. | The<br> OCA are issued in accordance with the provisions of article L. 411-2 of the Code monétaire et financier and shall not be offered to the public for subscription (within the meaning<br> assigned in regulation (UE) n° 2017/1129 of 14 June 2017) and shall not be capable<br> of being dealt in on any stock exchange and no application shall be made to any stock exchange<br> for permission to deal in or for an official or other quotation for the OCA. |
| --- | --- |
33
| 11. | Procedures for payment |
|---|
Any principal, interest or other moneys repayable or payable hereunder on or in respect of any OCA may be paid by transfer to the bank account designated in writing by the Representative.
At the time of Issue, this account shall be:
[***]
Each payment shall discharge the issuer.
| 12. | Representative |
|---|---|
| 12.1. | The<br> Masse |
| --- | --- |
| (i) | In<br> accordance with the provisions of Article L.228-46 of the French Code de Commerce, the Holders shall form a group (masse) with legal personality represented by the<br> representative (representant de la masse) (the “Representative”)<br> the appointment and powers of which are defined hereafter. |
| --- | --- |
34
| (ii) | The<br> statutory provisions in relation to the masse and the représentant de la masse shall apply to the Issue. |
|---|---|
| (iii) | The<br> powers of the masse shall be defined in accordance with the relevant provisions of the French<br> Code de Commerce. |
| --- | --- |
| (iv) | In<br> accordance with the provisions of Article L.228-47 of the French Code de Commerce, Kreos is hereby appointed as first Representative*.* In case of resignation of Kreos,<br> any new Representative shall be appointed by a general meeting of the Holders held for that<br> purpose or otherwise in accordance with the provisions of the French Code de Commerce. It being specified for the avoidance of doubt that whenever all outstanding OCA are held<br> by a single Holder, regardless of whether a person or a company, that Holder shall personally<br> exercise all the rights of the Representative and shall have all rights that may be attributed<br> to the Representative by applicable statutory provisions and this Agreement. |
| --- | --- |
| 12.2. | Remuneration |
| --- | --- |
The Representative will not be remunerated for its mission.
| 12.3. | Meetings<br> of Holders |
|---|---|
| (i) | A<br> general assembly of the Holders may be held at any time at the registered office of the Issuer<br> or in any other place indicated in the notice calling the assembly. |
| --- | --- |
| (ii) | The<br> general assembly of Holders shall be called and held in accordance with the law. |
| --- | --- |
| (iii) | All<br> resolutions of the general assembly shall be adopted by the Majority Holders. For the purposes<br> of any such resolution, each OCA that has not been redeemed shall give the right to one (1) vote. |
| --- | --- |
| 12.4. | Written<br> consultation of the Holders |
| --- | --- |
The Holders shall be consulted, and all decisions of the Holders shall be taken, by means of a written consultation conducted in accordance with the provisions of article 12.4 (Written consultation of the Holders) (a “Written Consultation”) to the extent permitted by applicable law*:*
| (i) | Any<br> request for a Written Consultation must be sent to the relevant Holders and (i) to the<br> Issuer (if it emanates from the Representatives) or (ii) to the Holders (if it emanates<br> from the Issuer). |
|---|---|
| (ii) | Each<br> request for a Written Consultation shall indicate the response period for the relevant Holders,<br> which may not be less than five (5) Business Days from (and excluding) the date on which<br> the request is sent, except if the Majority Holders waive such period in the Written Consultation. |
| --- | --- |
| (iii) | The<br> requests for Written Consultation may be made by email. In such case, the email must contain,<br> including in the form of attachments, all information and documents relating to the subject<br> matter of the consultation. |
| --- | --- |
35
| (iv) | Each<br> relevant Holder shall indicate in writing or by email to the Representatives its response(s) to<br> the resolutions that are the subject of the Written Consultation (in the absence of a response<br> within the time limit, the relevant Holder shall be deemed to have rejected the resolutions).<br> Upon expiry of the response period set out in the request for Written Consultation, or when<br> the Representatives have received the responses of all the relevant Holders, it shall determine<br> whether the corresponding decision(s) has or have been adopted or rejected by the Holders<br> consulted, and shall promptly notify the Issuer, the Holders and each of the Holders thereof. |
|---|---|
| (v) | The<br> decisions of the Holders may also result from a written deed signed by all of the Holders,<br> in which case the above formalities shall not apply. |
| --- | --- |
| 12.5. | Representative’s<br> duties |
| --- | --- |
The Representative shall:
| (i) | send<br> to each Holder details of each communication delivered to it by the Issuer for that Holder<br> under any Issue Document (and by the Issuer pursuant to Article L. 228-55 of the French<br> Code de Commerce) as soon as reasonably practicable after receipt; |
|---|---|
| (ii) | for<br> all matters requiring, legally or under the provisions of this Agreement, the consent of<br> the Majority Holders, act in accordance with any instructions from the Majority Holders or,<br> if so instructed by the Majority Holders, refrain from exercising a right, power or discretion<br> vested in it under any Issue Document; |
| --- | --- |
| (iii) | have<br> only those duties, obligations and responsibilities expressly specified in the Issue Documents,<br> and |
| --- | --- |
| (iv) | promptly<br> notify each Holder of the occurrence of any Event of Default, or, if the Representative receives<br> notice from the Issuer referring this Agreement, describing an Event of Default and stating<br> that the circumstance described is an Event of Default, of the receipt and content of such<br> notice. |
| --- | --- |
| 12.6. | Representative’s<br> rights |
| --- | --- |
| 12.6.1. | The<br> Representative may: |
| --- | --- |
| (i) | perform<br> any of its duties, obligations and responsibilities under the Issue Documents by or through<br> its personnel, delegates or agents (on the basis that it may extend the benefit of any indemnity<br> received by it under the Agreement to its personnel, delegates or agents); |
| --- | --- |
| (ii) | except<br> as expressly provided to the contrary in any Issue Document, refrain from exercising any<br> right, power or discretion vested in it under the Issue Documents until it has received instructions<br> from the Majority Holders or, where relevant, all the Holders; |
| --- | --- |
| (iii) | refrain<br> from doing anything which would or might in its opinion be contrary to any law, regulation<br> or judgment of any court of any jurisdiction or otherwise render it liable to any person<br> and may do anything which is in its opinion necessary to comply with any such law, regulation<br> or judgment; |
| --- | --- |
36
| (iv) | assume<br> that no Event of Default is continuing, unless an officer of the Representative while active<br> on the account of the Issuer acquires actual knowledge to the contrary; |
|---|---|
| (v) | refrain<br> from taking any step (or further step) to protect or enforce the rights of any Holder under<br> any Issue Document until it has been indemnified and/or secured to its satisfaction against<br> all losses (including legal fees) which it would or might sustain or incur as a result; |
| --- | --- |
| (vi) | rely<br> on any communication or document believed by it to be genuine and correct and assume that<br> any communication or document has been communicated or signed by the person by whom it purports<br> to be communicated or signed; |
| --- | --- |
| (vii) | rely<br> as to any matter of fact which might reasonably be expected to be within the knowledge of<br> the Issuer in a statement by or on behalf of the Issuer; and |
| --- | --- |
| (viii) | obtain<br> and pay for any legal or other expert advice or services which may seem necessary or desirable<br> to it and rely on any such advice. |
| --- | --- |
| 12.6.2. | Neither<br> the Representative nor any of its personnel or agents shall be: |
| --- | --- |
| (i) | responsible<br> for the adequacy, accuracy or completeness of any representation, warranty, statement or<br> information in any Issue Document or any notice or other document delivered under any Issue<br> Document; |
| --- | --- |
| (ii) | responsible<br> for the execution, delivery, validity, legality, adequacy, enforceability or admissibility<br> in evidence of any Issue Document; |
| --- | --- |
| (iii) | obliged<br> to enquire as to the occurrence or continuation of an Event of Default or as to the accuracy<br> or completeness of any representation or warranty made by the Issuer under any Issue Document; |
| --- | --- |
| (iv) | responsible<br> for any failure of the Issuer or any of the Holder duly and punctually to observe and perform<br> their respective obligations under any Issue Document; |
| --- | --- |
| (v) | responsible<br> for the consequences of relying on the advice of any professional advisers selected by any<br> of them in connection with any Issue Document; |
| --- | --- |
| (vi) | liable<br> for acting (or refraining from acting) in what it believes to be in the best interests of<br> the Holders in circumstances where it has been unable, or it is not practicable, to obtain<br> the instructions of the Holders or the Majority Holders (as the case may be); or |
| --- | --- |
| (vii) | liable<br> for anything done or not done by it under or in connection with any Issue Document, except<br> in the case of its own gross negligence or wilful misconduct. |
| --- | --- |
| 12.7. | Representative<br> Individually |
| --- | --- |
| (i) | If<br> it is a Holder, the Representative shall have the same rights and powers under the Issue<br> Documents as any other Holder and may exercise those rights and powers as if it were not<br> also acting as the Representative. |
| --- | --- |
| (ii) | The<br> Representative accept deposits from, lend money to, provide any advisory, trust or other<br> services to or engage in any kind of banking or other business with any Holder or any Subsidiary<br> thereof (and, in each case, may do so without liability to account). |
| --- | --- |
37
| (iii) | If<br> the Representative resigns, the resignation of the retiring Representative shall become effective<br> upon the appointment of a successor. |
|---|---|
| 12.8. | Communications<br> and Information |
| --- | --- |
| (i) | All<br> communications to the Issuer in connection with this Agreement are to be made by or through<br> the Representative. |
| --- | --- |
| (ii) | The<br> Representative will not be obliged to transmit to any other Holder any information relating<br> to any party to any Issue Document which the Representative may have acquired otherwise than<br> in connection with the OCA or the Issue Documents. |
| --- | --- |
| (iii) | Notwithstanding<br> anything to the contrary expressed or implied in any Issue Document, the Representative shall<br> not, as between itself and the other Holders, be bound to disclose to any other Holder or<br> other person any information, disclosure of which might in the opinion of the Representative<br> result in a breach of any law or regulation or be otherwise actionable at the suit of any<br> person. |
| --- | --- |
| 12.9. | Non-Reliance<br> on Representative |
| --- | --- |
Each Holder confirms that it is (and will at all times continue to be) solely responsible for making its own independent investigation and appraisal of the business, operations, financial condition, creditworthiness, status and affairs of the Issuer and has not relied, and will not at any time rely, on the Representative:
| (i) | to<br> provide it with any information relating to the business, operations, financial condition,<br> creditworthiness, status and affairs of the Issuer, whether coming into its possession before<br> or after the Completion Date, except as specifically provided otherwise in this Agreement;<br> or |
|---|---|
| (ii) | to<br> check or enquire into the adequacy, accuracy or completeness of any information provided<br> by the Issuer under or in connection with any Issue Document (whether or not that information<br> has been or is at any time circulated to it by the Representative); or |
| --- | --- |
| (iii) | to<br> assess or keep under review the business, operations, financial condition, creditworthiness,<br> status or affairs of the Issuer. |
| --- | --- |
| 12.10. | Representative’s<br> indemnity |
| --- | --- |
| (i) | Each<br> Holder shall on demand indemnify the Representative (in proportion to that Holder’s number<br> of OCA) against any loss incurred by the Representative in complying with any instructions<br> from the Holders or the Majority Holders (as the case may be) or otherwise sustained or incurred<br> in connection with the Issue Documents or its duties, obligations and responsibilities under<br> the Issue Documents, except to the extent that it is incurred as a result of the gross negligence<br> or wilful misconduct of the Representative or any of its personnel. |
| --- | --- |
| (ii) | The<br> provisions of paragraph (i) above are without prejudice to any obligations of the Issuer<br> to indemnify the Representative under the Issue Documents. |
| --- | --- |
38
| 13. | Security agency, Calculation agency, Expert |
|---|---|
| 13.1. | Security<br> Agent appointment |
| --- | --- |
The Security Agent, appointed by the Subscribers under the Intercreditor Agreement, will act in the name and on behalf of both the Holders’ Representative and the representative appointed under the Amortized Bonds Issue Agreement, in relation to any Security granted under or pursuant to the Issue Documents.
| 13.2. | Release<br> of Security |
|---|
A release of any Security under the Security Documents other than in accordance with paragraph 9.6 of the Subscription Agreement or any specific Security Document, shall require prior written consent of the Holders and the holders of Amortized Bonds.
| 13.3. | Calculation<br> Agent, Expert |
|---|
The Issuer has appointed Conv-Ex Advisors Limited as equity-linked calculation agent (the “Equity-Linked Calculation Agent”) to perform such determinations as are expressly specified to be made by it in these Terms and Conditions.
The Issuer reserves the right at any time to modify or terminate the appointment of the Equity-Linked Calculation Agent Calculation Agent and/or appoint a substitute Equity-Linked Calculation Agent or approve any change in the office through which such agent acts, in each case with the prior written consent of the Representative.
The Equity-Linked Calculation Agent is acting exclusively as an agent for, and upon request from, the Issuer. Neither the Equity-Linked Calculation Agent (acting in such capacity) nor any Expert appointed in connection with the OCA (acting in such capacity), shall have any relationship of agency or trust with, nor shall the Equity-Linked Calculation Agent (acting in such capacity) nor any Expert appointed as aforesaid (to the fullest extent permissible by law) shall be liable, nor shall they incur any liability as against, the Holders, the Representative, the Security Agent and (in the case of any determinations performed by an Expert) the Equity-Linked Calculation Agent.
The Equity-Linked Calculation Agent may, subject to the provisions of the Calculation Agency Agreement to be entered into between the Issuer and the Equity-Linked Calculation Agent at the latest on the Issuance Date, consult on any matter (including but not limited to, any legal matter), with any legal or other professional adviser and it shall be able to rely upon, and it shall not be liable and shall incur no liability as against the Issuer, the Representative, the Holders or the Security Agent in respect of anything done, or omitted to be done, relating to that matter in good faith in accordance with that adviser’s opinion.
If in the reasonable determination of the Issuer or any Holder any doubt shall arise as to whether an adjustment is to be made to the Conversion Ratio or as to the appropriate adjustment to the Conversion Ratio, or as to any other determination specified to be made in these Terms and Conditions, or which is made, by the Calculation Agent, following consultation between the Issuer, the Holders and the Equity-Linked Calculation Agent an Expert shall be required to be deliver a written opinion in respect of such determination and such written opinion shall be conclusive and binding on the Issuer, the Holders, the Representative and the Equity-Linked Calculation Agent, save in the case of wilful default, bad faith or manifest error.
39
| 14. | Protection of holders |
|---|
The protection of the Holders will be as set forth in Schedule 4, it being specified that in accordance with Article L. 228-98 of the French Commercial Code (Code de commerce), the Issuer may, without requesting authorization from the Holder(s), redeem its share capital, change its profit distribution, its form or its object. The Parties agree that the provisions of Schedule4 shall form integral part of this Agreement.
| 15. | Remedies and waivers |
|---|---|
| 15.1. | No<br> failure, delay or other relaxation or indulgence on the part of the Holders or the Representative<br> to exercise any power, right or remedy shall operate as a waiver thereof nor shall any single<br> or partial exercise or waiver of any power, right or remedy preclude its further exercise<br> or the exercise of any other power, right or remedy. |
| --- | --- |
| 15.2. | All<br> rights of the Holders contained in this Agreement are in addition to all rights vested or<br> to be vested in it pursuant to the other Issue Documents, common law or statute. |
| --- | --- |
| 15.3. | Each<br> Party hereby acknowledges that the provisions of article 1195 of the French Code civil shall<br> not apply to it with respect to its obligations under the Issue Documents and that it shall<br> not be entitled to make any claim under article 1195 of the French Code civil. |
| --- | --- |
| 16. | Severability |
| --- | --- |
| 16.1. | Each<br> of the provisions of this Agreement and any Issue Document is severable and distinct from<br> the others and if at any time one or more of such provisions is or becomes invalid, illegal<br> or unenforceable the validity, legality and enforceability of the remaining provisions hereof<br> shall not in any way be affected or impaired thereby. |
| --- | --- |
| 16.2. | In<br> such case, the Parties shall do their best effort take appropriate actions to replace such<br> provision with an economically equivalent provision which is valid, legal and enforceable,<br> such commitment being, for the avoidance of doubt, a material commitment. |
| --- | --- |
| 17. | Indemnities |
| --- | --- |
| 17.1. | Without<br> prejudice to the Issuer’s other obligations under this Agreement and the Issue Documents,<br> the Issuer shall indemnify each Holder fully on demand in respect of all properly documented<br> expenses, liabilities and losses which are suffered or incurred by such Holder, as a result<br> of or in connection with: (i) any failure (for whatever reason) by the Issuer to make<br> payment of any amount due under this Agreement or any Issue Document on the due date or,<br> if so payable, on demand; (ii) the occurrence and/or continuance of an Event of Default<br> and/or the acceleration of repayment of the OCA; and (iii) any material breach or inaccuracy<br> of any representation or warranty or any breach of any undertaking contained in the Subscription<br> Agreement or in this Agreement, and in respect of any taxes for which a Holder is liable<br> or held liable in connection with any amount paid or payable to such Holder (whether for<br> its own account or otherwise) under the Issue Documents. |
| --- | --- |
The Issuer shall not be liable to any Holder to the extent that the relevant expense, liability, loss or tax is attributable to the fraud, gross negligence, willful misconduct by such Holder, and no Holder shall be entitled to recover for the same loss more than once.
40
| 17.2. | The<br> Issuer shall indemnify each Holder fully on demand in respect of properly documented claims,<br> demands, proceedings, liabilities, taxes, losses and expenses of every kind, including without<br> limitation legal fees and expenses, which may be made or brought against, or incurred by,<br> such Holder, in any country, in relation to: (i) any action lawfully taken under or<br> in connection with the Issue Documents by a Holder or by any receiver appointed under the<br> Security Documents after the occurrence of any Event of Default. |
|---|---|
| 18. | Litigation and evidence |
| --- | --- |
| 18.1. | In<br> any litigation or arbitration proceedings arising out of or in connection with this Agreement<br> or an Issue Document, the entries made in the accounts maintained by the Holders shall constitute<br> prima facie evidence of the matters to which they relate. |
| --- | --- |
| 18.2. | Any<br> certification or determination by the Representative of a rate or amount under this Agreement<br> or any Issue Document is, in the absence of manifest error, conclusive evidence of the matters<br> to which it relates. |
| --- | --- |
| 19. | Notices |
| --- | --- |
| 19.1. | All<br> notices, demands or other communications under or in connection with this Agreement may be<br> given by letter, email or other comparable means of communication addressed to the person<br> at the address identified with its signature below. |
| --- | --- |
| To<br> Issuer: | INVENTIVA S.A.<br><br> <br>To<br> the attention of Mr. Andrew Obenshain, Directeur Général<br><br> <br>50,<br> rue de Dijon<br><br> <br>21121<br> DAIX<br><br> <br>France<br><br> <br><br><br> <br>E-mail:<br><br> <br><br><br> <br>With<br>copy (for information purposes) to:<br><br> <br><br><br> <br>With<br> copy (for information purposes) to:<br><br> <br><br><br> <br>Maître<br> Arnaud Duhamel<br><br> <br>Avocat<br> associé<br><br> <br>Gide<br> Loyrette Nouel A.A.R.P.I<br><br> <br>15<br> rue de Laborde, 75008 Paris<br><br> <br>E-mail: |
| --- | --- |
41
| To<br> the Representative: | Kreos Capital VIII (UK) Ltd, c/o BlackRock Investment Management (UK) Limited – Private Debt-EMEA Venture & Growth Lending Group<br><br> <br><br><br> <br>12<br> Throgmorton Avenue, London EC2N 2DL<br><br> <br><br><br> <br>For<br>the attention of:<br><br> <br><br><br> <br>with<br> copies to:<br><br> <br><br><br> <br>For<br>the attention of:<br><br> <br><br><br> <br>and:<br><br> <br><br><br> <br>The<br> Office of the General Counsel (EMEA) (Legal Transactions Group)<br><br> <br><br><br> <br>For<br>the attention of:<br><br> <br><br><br> <br>With<br> copy to:<br><br> <br><br><br> <br>Claret European Specialty Lending Company IV, S.à r.l. and Claret Kermode Specialty Lending Company II, S.à r.l, c/o Claret Capital Partners Limited<br><br> <br><br><br> <br>5th<br> Floor, Warwick House 25 Buckingham Palace Road London SW1W 0PP United Kingdom<br><br> <br><br><br> <br>Email:<br><br> <br><br><br> <br>For<br>the attention of: |
|---|---|
| To<br> the Security Agent: | GLAS SAS<br><br> <br>41<br> Avenue George V 75008 Paris<br><br> <br>France<br><br> <br>Email:<br><br> <br><br><br> <br>For<br>attention of: |
| 19.2. | Any<br> such communication will be deemed to be given as follows: |
| --- | --- |
| (i) | if<br> personally delivered, at the time of delivery, as documented by a receipt; |
| --- | --- |
| (ii) | if<br> by letter, on the date entered by the addressee on the receipt in the case of delivery by<br> hand or on the date when delivery is first attempted in the case of a recorded delivery letter<br> with acknowledgement of receipt, and |
| --- | --- |
| (iii) | if<br> by email transmission or comparable means of communication during the business hours of the<br> addressee (9am to 5pm) then on the day of transmission, otherwise on the next following Business<br> Day. |
| --- | --- |
| 19.3. | In<br> proving such service it shall be sufficient to prove that personal delivery was made or that<br> such letter was properly stamped first class, addressed and delivered to the postal authorities<br> or in the case of e-mail transmission or other comparable means of communication that a confirming<br> hard copy was provided promptly after transmission. |
| --- | --- |
42
| 20. | Governing– law - Jurisdiction |
|---|---|
| 20.1. | This<br> Agreement is governed by and shall be construed in accordance with French law. |
| --- | --- |
| 20.2. | Any<br> dispute concerning the validity, interpretation or performance of this Agreement will be<br> submitted to the Tribunal des activités économiques (commercial court)<br> of Paris. |
| --- | --- |
| 21. | Electronic Signature |
| --- | --- |
In accordance with articles 1366 and 1367 of the French civil code (Code civil), this Agreement shall be signed electronically via DocuSign. Each of the Parties acknowledges that it has received all the information required for the electronic signature of the Agreement and that it has signed the Agreement electronically in full knowledge of the technology used and its terms and conditions, and consequently waives any claim and/or legal action challenging the reliability of this electronic signature system and/or its intention to enter into the Agreement in this regard. Furthermore, in accordance with the provisions of article 1375 of the French Civil code, the obligation to deliver an original copy to each of the Parties is not necessary as proof of the commitments and obligations of each Party to the Agreement. The delivery of an electronic copy of the Agreement directly by DocuSign to each Party shall constitute sufficient and irrefutable proof of the commitments and obligations of each Party to the Agreement.
43
On 2 June 2026
| INVENTIVA S.A.<br><br> <br>By:<br> Andrew Obenshain<br><br> <br>Title:<br> Chief Executive Officer (Directeur Général) | For<br> and on behalf of KREOS CAPITAL VIII (UK) LTD ^1^<br><br> <br>By:<br> BlackRock Investment Management (UK) Limited, its duly authorised attorney<br><br> <br>Name:<br> Aris Constantinides<br><br> <br>Title:<br> Managing Director | |
| Claret European Specialty Lending Company IV, S.à r.l<br><br> <br>By:<br> Rajen Shah<br><br> <br>Title:<br> Class A Manager | Claret European Specialty Lending Company IV, S.à r.l<br><br> <br>By:<br> Gaffyn Price<br><br> <br>Title:<br> Class B Manager | |
| Claret Kermode Specialty Lending Company II, S.à r.l<br><br> <br>By:<br> Rajen Shah<br><br> <br>Title:<br> Class A Manager | Claret Kermode Specialty Lending Company II, S.à r.l<br><br> <br>By:<br> Gaffyn Price<br><br> <br>Title:<br> Class B Manager | |
| GLAS SAS<br><br> <br>By:<br> Cheick Diallo<br><br> <br>Title:<br> authorized signatory | For<br> and on behalf of KREOS CAPITAL VIII (UK) LTD ^2^<br><br> <br>By:<br> BlackRock Investment Management (UK) Limited, its duly authorised attorney<br><br> <br>Name:<br> Sean Dunne<br><br> <br>Title:<br> Managing Director |
^1^ Its Limited Partners include the KfW through the ERP-Zukunftsfonds – Wachstumsfazilität facility.
^2^ Its Limited Partners include the KfW through the ERP-Zukunftsfonds – Wachstumsfazilität facility.
44
Listof Schedulees
| Schedule 1 | Agreed<br> form Drawdown Notice |
|---|---|
| Schedule 2 | Agreed<br> form subscription form |
| Schedule 3 | Agreed<br> form Conversion Notice |
| Schedule 4 | Protection<br> of the Holders |
45
Schedule1
Agreed form Drawdown Notice
46
Schedule1Agreed form Drawdown Notice
47
| Andrew<br> Obenshain, Chief Executive Officer (Directeur Général)<br><br><br><br>for<br>and on behalf of<br><br><br><br>INVENTIVAS.A. |
48
Schedule2
AGREEDFORM SUBSCRIPTION FORM
49
INVENTIVAS.A.
Société anonyme au capital de 2.090.074,75 euros
Siège social : 50, rue de Dijon – 21121 Daix
537 530 255 RCS Dijon
(la “Société”)
AMOUNTAND TERMS OF THE CONVERTIBLE BOND ISSUE
Issue of 35,000,000 convertible bonds (the “OCA”) with a par value of one euro each, representing a total bond issue of EUR 35,000,000.00, to be paid up in full in cash, including, as the case may be, by way of set-off against liquid and due receivables, the subscription of which is reserved to the companies Kreos Capital VIII (UK) Ltd, Claret European Specialty Lending Company IV, S.à r.l. and Claret Kermode Specialty Lending Company II, S.à r.l.The issuance of the OCA was decided by the Chief Executive Officer (Directeur Général) of the Company on [•] June 2026, pursuant to the sub-delegation granted by the Board of Directors of the Company on 29 May 2026, acting in execution of the delegation of authority granted by the general meeting of shareholders of the Company dated 22 May 2025, in accordance with an issue agreement entitled “OCA Issue Agreement” entered into on 2 June 2026 and a framework agreement entitled “Subscription Agreement” entered into on the same date between the Company and, in particular, the companies Kreos Capital VIII (UK) Ltd, Claret European Specialty Lending Company IV, S.à r.l. and Claret Kermode Specialty Lending Company II, S.à r.l. Subject to the terms and conditions of the issue documents, subscription will be open at the registered office of the Company from [·] 2026 to [·] 2026 inclusive. Proceeds from cash payments shall be deposited into the account opened in the name of the Company in the books of the bank CR CHAMPAGNE BOURGOGNE CAE DIJON (the “Account”).
SUBSCRIPTIONFORM
INVENTIVAS.A., a limited company (société anonyme) incorporated under the laws of France, with a share capital of EUR 2,077,074.75 having its registered office at 50, rue de Dijon – 21121 DAIX, France, registered under single identification number 537 530 255 RCS Dijon, KREOS CAPITAL VIII (UK) LTD, a company incorporated in England and Wales under registration number 16637390 whose registered office is at 5 Churchill Place, 10th Floor, London, United Kingdom, E14 5HU, Claret European SpecialtyLending Company IV, S.à r.l, a limited company (société à responsabilité limitée) incorporated under the laws of Luxembourg, having its registered office at 412F, Route d’Esch - L - 1471 Luxembourg, registered under identification number B291023; having taken note of the conditions of the OCA issue,
hereby declares to subscribe, by means of this subscription form (a copy of which has been retained by the subscriber on plain paper), to thirty five millions (35,000,000) OCA and to pay up the full amount of its subscription, i.e. the sum of thirty five millions euros (EUR 35,000,000), being the par value of the OCA so subscribed, by bank transfer to the Account, less any amounts provided for in the above-mentioned documents
50
On [·] 2026
In two (2) originals
Kreos Capital VIII (UK) Ltd, Claret European Specialty Lending Company IV, S.à r.l. and Claret Kermode Specialty Lending Company II, S.à r.l.
represented by par ^3^
^3^Signature to be preceded by the following statement: “Accepted for formal and irrevocable subscription of thirty millions (35,000,000)OCA”
51
Schedule3
Agreed form Conversion Notice
52
To :
INVENTIVAS.A.^4^
(as Issuer)
Cc.:^5^
CONV-EXADVISORS LIMITED
Email: [email protected]
For attention of: Calculation Agency Team
(or such other party and/or email as notified by the Issuer to the Representative in accordance with clause 20)
(as Equity-Linked Calculation Agent)
CONVERSIONNOTICE
The undersigned
| ,<br> duly |
|---|
authorised for the purposes hereof
Holding, at the date hereof [·] OCA issued by INVENTIVA S.A., a limited company (société anonyme) incorporated under the laws of France, with a share capital of EUR 2,090,074.75having its registered office at 50, rue de Dijon – 21121 Daix, France, registered under single identification number 537 530 255 RCS Dijon on [·] 2026 in accordance with the terms and conditions of the OCA issue agreement entered into on [·] 2026 between Kreos Capital VIII (UK) Ltd, Claret European Specialty Lending Company IV, S.à r.l. and Claret Kermode Specialty Lending Company II, S.à r.l.,
Knowledge taken of the conversion conditions of the OCA,
Hereby declares converting _____________ OCA
Such conversion being made by subscribing to such number of new shares in the Company as shall be determined by the Equity-Linked Calculation Agent in accordance with the Terms and Conditions of the OCA, for a total subscription price for such shares (including the applicable issuance premium) equal to the product of the par value of each OCA (being EUR 1) and the number of OCA being converted (as specified above) pursuant to this Conversion Notice, by means of conversion of such number of OCA.
^4^ By email transmission only in accordance with clause 20
^5^ By email transmission only
53
Executed in [·]
On [·]
In two (2) originals
For an on behalf of [·]
[·]^*^
* Handwritten mention : ” Bon pour souscription formelle et irrévocable de [·] ([·]) actions par conversionde [·] ([·]) OCA “
54
Schedule4
Protection of the Holders
55
| (A) | Specific<br> provisions |
|---|
In accordance with Article L.228-98 of the French Commercial Code (Code de commerce):
| (1) | the<br> Issuer may change its form or its corporate purpose without requesting the approval of the<br> Holders’ general meeting; |
|---|---|
| (2) | the<br> Issuer may, without requesting the approval of the Holders’ general meeting, redeem its share<br> capital, or modify the allocation of its profit and/or issue voting or non-voting preference<br> Shares or other preferred equity instruments provided that, as long as any Warrants are outstanding,<br> it takes the necessary measures to preserve the rights of the Holders; |
| --- | --- |
| (3) | in<br> the event of a capital reduction resulting from losses and realised through a decrease of<br> the par value or of the number of Shares comprising its share capital which the Issuer may<br> carry out as from the Issue Date and the Record Date of which occurs before the delivery<br> date of the Shares upon any exercise of one or more Warrants, the rights of the Holders will<br> be reduced accordingly, as if they had exercised such Warrants prior to the date on which<br> such share capital reduction occurred. In the event of a reduction of the share capital by<br> a decrease in the number of Shares, the new Conversion Ratio will be determined by the Equity-Linked<br> Calculation Agent and will be equal to the product of the Conversion Ratio in effect immediately<br> prior to the Effective Date and the following ratio: |
| --- | --- |
Number of Shares in the share capital after the reduction
_______________________________________________
Number of Shares in the share capital prior to the reduction
The Conversion Ratio so adjusted will be rounded to the nearest whole multiple of 0.00001 Share (with 0.000005 being rounded upwards). Any subsequent adjustments will be carried out on the basis of such newly calculated and rounded Conversion Ratio.
Such adjustment to the Conversion Ratio will become effective on the later of (i) the date on which the transaction triggering such adjustment is completed and (ii) the first Business Day on which the adjustment is capable of being determined in accordance with the terms of this Agreement.
| (B) | Adjustments<br> to the Conversion Ratio in the event of financial transactions of the Issuer |
|---|
Upon completion of any of the following transactions:
| (1) | reduction<br> of share capital of the Issuer resulting from losses and realized through a decrease in the<br> par value or the number of shares comprising the share capital, |
|---|---|
| (2) | issuance,<br> with a preferential subscription right to existing shareholders, of securities, |
| --- | --- |
| (3) | increase<br> in share capital by capitalisation of reserves, profits or share premia, and by distribution<br> of bonus shares, or the subdivision or consolidation of shares, |
| --- | --- |
| (4) | in<br> the event that a nominal value is assigned to the shares, an increase in share capital of<br> the Issuer, without issuing shares, by capitalisation of reserves, profits or share premia<br> by increasing the nominal value of the shares, |
| --- | --- |
56
| (5) | distribution<br> of reserves in cash or in kind or a share premium, |
|---|---|
| (6) | allotment<br> of bonus financial instruments other than shares, |
| --- | --- |
| (7) | merger<br> by acquisition (fusion par absorption), merger (fusion par création d’une nouvelle<br> société), spin-off, division (scission) of the Issuer, |
| --- | --- |
| (8) | buy-back<br> of own shares at a price that is higher than the share price, |
| --- | --- |
| (9) | amortisation<br> in share capital of the Issuer, |
| --- | --- |
| (10) | modification<br> of the Issuer’s allocation of its profits, |
| --- | --- |
in each case the Record Date of which falls on or after the Warrant Issuance Date (save in the case of any exercised Warrant if the date of delivery of the Warrant Shares in respect of such exercise falls on or before such Record Date), the rights of the Holders will be protected by adjusting the Conversion Ratio (or as otherwise prescribed) in accordance with the following provisions.
Any adjustment to the Conversion Ratio carried out in accordance with this section (B) (or section (A)) will become effective on the later of (i) the date on which the transaction triggering such adjustment is completed and (ii) the first Business Day on which the adjustment is capable of being determined in accordance with these provisions (such date on which such adjustment becomes effective, the “Effective Date” in respect of the relevant adjustment).
In the event of an adjustment carried out in accordance with paragraphs 1 to 10 below, the Conversion Ratio so adjusted will be rounded to the nearest whole multiple of 0.00001 Share (with 0.000005 being rounded upwards). Any subsequent adjustments will be carried out on the basis of such newly calculated and rounded Conversion Ratio.
| 1. | In<br> the event of a reduction of share capital of the Issuer resulting from losses and realized<br> through a decrease in the par value or the number of Shares comprising the share capital,<br> the Holders’ rights will be reduced as a result, as if they had exercised their conversion<br> right before the date on which the reduction of capital occurred. In the event of a reduction<br> of share capital by a decrease in the number of Shares, the new Conversion Ratio will be<br> determined by the Equity-Linked Calculation Agent and will be equal to the product of the<br> Conversion Ratio in effect immediately prior to the Effective Date and the following ratio: |
|---|---|
| Number<br> of Shares comprising the capital after the transaction | |
| --- | |
| Number<br> of Shares comprising the capital before the transaction | |
| 2. | (a) In<br> the event of a financial transaction conferring a preferential subscription right to the<br> holders of the Shares (the “Shareholders”) (issuance of Shares or any<br> other securities of any nature), the new Conversion Ratio will be determined by the Equity-Linked<br> Calculation Agent and will be equal to the product of the Conversion Ratio in effect immediately<br> prior to the Effective Date and the following ratio: |
| --- | --- |
| Value<br> of the Share ex-subscription right + value of the subscription right | |
| --- | |
| Share<br> value ex-subscription right |
57
To calculate this ratio, (i) the value of a Share ex-subscription right will be equal to the arithmetic average of the opening prices (if any) of the Shares on the Relevant Exchange for the Shares on all Trading Days included in the subscription period and (ii) the value of the subscription right will be equal to the average of the opening prices (if any) of the preferential subscription right on the Relevant Exchange for the preferential subscription right on all Trading Days included in the subscription period.
(b) In the event of a financial transaction carried out through the free allocation of listed subscription warrants to Shareholders with a correlative ability to sell the securities resulting from subscription warrants not exercised by the holders during the period of subscription that applies to them^6^, the new Conversion Ratio will be determined by the Equity-Linked Calculation Agent and will be equal to the product of the Conversion Ratio in effect immediately prior to the relevant Effective Date and the following ratio:
| Value<br> of a Share after detachment + Value of the subscription warrant |
|---|
| Value<br> of a Share after detachment |
For the calculation of this ratio:
| (i) | the<br> value of a Share after detachment of the subscription warrant will be equal to the volume-weighted<br> average of (i) the trading prices (if any) of the Shares on the Relevant Exchange therefor<br> on each Trading Day included in the subscription period, and, if there is a rump placement,<br> (ii) either (a) the sale price of the Shares sold in the rump placement (and applying<br> the volume of Shares sold in the offering to the sale price), if such securities are fungible<br> with the Shares, or (b) the trading prices (if any) of the Shares on such Relevant Exchange<br> on the day the sale price for the securities sold in the rump placement is fixed, if such<br> securities are not fungible with the Shares; |
|---|---|
| (ii) | the<br> value of the subscription warrant will be equal to the volume-weighted average of (i) the<br> trading prices (if any) of the subscription warrants on the Relevant Exchange therefor on<br> each Trading Day included in the subscription period, and (ii) the implicit value of<br> the subscription warrants (applying to this amount the corresponding number of warrants exercised<br> in respect of the securities sold in the offering), being equal to either (a) the difference,<br> if positive, adjusted by the warrant exercise ratio, between the sale price of the securities<br> sold in the rump placement and the subscription price of the securities upon the exercise<br> of the subscription warrants, or (b) if such difference as aforesaid is not positive,<br> zero (0). |
| --- | --- |
^6^ Are only concerned warrants which are “substitutes” of preferential subscription rights (exercise price usually lower than the market price, term of the warrant similar to the period of subscription of the capital increase with upholding of the Shareholders’ preferential subscription right, option to “recycle” the non-exercised warrants). The adjustment as a result of a free allocation of standard warrants (exercise price usually greater than the market price, term usually longer, absence of option granted to the beneficiaries to “recycle” the non-exercised warrants) shall be made in accordance with paragraph 6.
58
| 3. | In<br> the event of an increase in share capital of the Issuer by capitalisation of reserves, profits<br> or share premia and by distribution of bonus Shares, or by the subdivision or consolidation<br> of Shares, the new Conversion Ratio will be determined by the Equity-Linked Calculation Agent<br> and will be equal to the product of the Conversion Ratio in effect immediately prior to the<br> Effective Date and the following ratio: |
|---|---|
| Number<br> of Shares after the transaction | |
| --- | |
| Number<br> of Shares existing before the transaction | |
| 4. | In<br> the event of an increase in share capital of the Issuer without shares being issued by means<br> of a capitalisation of reserves, profits or share premia performed by increasing the nominal<br> value of the shares, the nominal value of the shares which may be delivered to the Holders<br> upon exercise of any Warrant will be increased accordingly. |
| --- | --- |
| 5. | In<br> the event of the distribution by the Issuer of reserves or premiums in cash or in kind to<br> the Shareholders, the new Conversion Ratio will be determined by the Equity-Linked Calculation<br> Agent and will be equal to the product of the Conversion Ratio in effect immediately prior<br> to the Effective Date and the following ratio: |
| --- | --- |
| Value<br> of the Share before distribution | |
| --- | |
| Value<br> of the Share before distribution – Value of the distribution per Share |
For the calculation of this ratio:
| (i) | the<br> value of a Share before distribution will be equal to the VWAP of the Shares over the period<br> comprising the last three Trading Days preceding the first Trading Day on which the Shares<br> are traded ex-distribution; |
|---|---|
| (ii) | the<br> Value of the distribution per Share will be equal to: |
| --- | --- |
| a. | if<br> the distribution is made solely in cash, or is made either in cash or in kind (including<br> but not limited to Shares) at the option of the Shareholders (including but not limited to<br> pursuant to Articles L.232-18 et seq. of the French Commercial Code (Code de commerce)):<br> the amount of such cash payable per Share, i.e., disregarding the value of the in-kind property<br> payable in lieu of such cash amount at the option of the Shareholders as aforesaid; or |
| --- | --- |
| b. | if<br> distribution is made solely in kind: |
| --- | --- |
| i. | in<br> the case of a distribution of securities that are already listed on a stock exchange or other<br> securities market: the VWAP of the securities distributed per Share over the period comprising<br> the last three Trading Days preceding the Ex-Date in respect of such distribution (or, if<br> the value distributed per Share cannot be so determined, the value distributed per Share<br> will be determined by an Expert pursuant to sub-paragraph iii. below), |
| --- | --- |
| ii. | in<br> the case of a distribution of securities that are not yet listed on a stock exchange or other<br> securities market but are expected to be so listed within the period of ten Trading Days’<br> period starting from (and including) the Ex-Date in respect of such distribution: the VWAP<br> of such securities over the period comprising the three first Trading Days included in such<br> ten Trading Days’ period and on which such securities are traded on the Relevant Exchange<br> therefor (or, if the value distributed per Share cannot be so determined, the value distributed<br> per Share will be determined by an Expert pursuant to the sub-paragraph iii. below); and |
| --- | --- |
59
| iii. | in<br> all other cases (including without limitation the distribution of securities that are not<br> listed as aforesaid or are so listed on fewer than three Trading Days within the ten Trading<br> Days’ period mentioned above or distribution of assets or the value of the securities<br> or the assets not being capable of being determined in accordance with the foregoing): such<br> value as is determined by an Expert, |
|---|
in each case prior to any withholdings and without taking into account any applicable deductions.
| 6. | In<br> the event of a free allocation of financial instruments other than shares of the Issuer to<br> the Shareholders, the new Conversion Ratio will be determined as follows: |
|---|
6.1 If the right to receive financial instruments is listed on a stock exchange or other securities market, the new Conversion Ratio will be determined by the Equity-Linked Calculation Agent and will be equal to the product of the Conversion Ratio in effect immediately prior to the Effective Date and the following ratio:
| Share<br> value ex-right + Value of the right to receive financial instruments |
|---|
| Share<br> value ex-right |
For the calculation of this ratio:
| (i) | the<br> Share value ex-right will be equal to the VWAP of the Shares over the period comprising the<br> first ten Trading Days starting on the Ex-Date in respect of such free allocation; |
|---|---|
| (ii) | the<br> Value of the right to receive financial instruments will be equal to the VWAP of such right<br> over the ten Trading Days’ period referred to above. |
| --- | --- |
If the right to receive financial instruments is not traded on the Relevant Exchange in respect thereof on each of the ten Trading Days referred to above, its value will be determined by an Expert instead.
6.2 If the right to receive financial instruments is not listed on a stock exchange or other securities market, the new Conversion Ratio will be determined by the Equity-Linked Calculation Agent and will be equal to the product of the Conversion Ratio in effect immediately prior to the Effective Date and the following ratio:
| Share<br> value ex-right + Value of the financial instruments allocated to each Share |
|---|
| Share<br> value ex-right |
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For the calculation of this ratio:
| (i) | the<br> Share value ex-right will be equal to the VWAP of the Shares over the period comprising the<br> first ten Trading Days starting on the Ex-Date in respect of such free allocation; |
|---|---|
| (ii) | if<br> these financial instruments are listed or are to be listed on a stock exchange or other securities<br> market within the period of the first ten Trading Days starting from (and including) Ex-Date<br> in respect of such free allocation, the value of the financial instruments allocated to each<br> Share will be equal to the VWAP of these securities over the period comprising the first<br> three Trading Days included in such ten Trading Days’ period and on which said securities<br> are traded on the Relevant Exchange therefor. If the financial instruments are not traded<br> on such Relevant Exchange on at least three Trading Days during such ten Trading Days’<br> period, the value of these securities will be determined by an Expert. |
| --- | --- |
| 7. | In<br> the event of merger by acquisition (fusion par absorption) of the Issuer by another<br> company or of merger of the Issuer with one or more other companies to create a new company<br> (fusion creation d’une nouvelle société), or in the event of a<br> demerger (scission) of the Issuer within the meaning of Article L.228-101 of<br> the French Code de commerce, the Warrants will be exercisable for shares of the merged or<br> new company or of the beneficiary companies of such demerger (and, for the avoidance of doubt,<br> such shares shall be deemed to be the Shares for the purpose of this Agreement as from the<br> date of completion of such transaction, subject to any technical changes to these Conditions<br> required to be made as may be determined in good faith to be appropriate by an Expert). |
| --- | --- |
The new Conversion Ratio shall be determined by (if the Equity-Linked Calculation Agent determines in its sole discretion it is capable of making such adjustment in such Equity-Linked Calculation Agent capacity) or (otherwise) by an Expert as the product of the Conversion Ratio immediately prior to the Effective Date and the exchange ratio of the Shares against the shares of the acquiring or new company or companies resulting from any demerger. These companies shall be substituted to the Issuer in order to apply the above adjustment, the purpose being to maintain, where applicable, the rights of the Holders in the event of financial or securities transactions, and, generally to ensure that the rights of the Holders are guaranteed under the legal, regulatory and contractual conditions.
| 8. | In<br> the event that the Issuer makes an offer to the Shareholders to buy-back its own shares at<br> a price that is higher than the market price, the new Conversion Ratio will be determined<br> by the Equity-Linked Calculation Agent and will be equal to the product of the Conversion<br> Ratio in effect immediately prior to the Effective Date and the following ratio: |
|---|---|
| Share<br> value * (1 – Pc%) | |
| --- | |
| Share<br> value – Pc% * Buy-back price |
For the calculation of this ratio:
“Sharevalue” means the VWAP over the period comprising the last three Trading Days preceding the buyback (or the ability of buyback);
61
“Pc%” means the percentage of the share capital of the Issuer that has been bought back; and
“Buy-backprice” means the effective price of the shares bought-back (which is by definition higher than the Share value).
| 9. | In<br> the event of an amortisation in share capital of the Issuer, the new Conversion Ratio will<br> be determined by the Equity-Linked Calculation Agent and will be equal to the product of<br> the Conversion Ratio in effect immediately prior to the Effective Date and the following<br> ratio: |
|---|---|
| Value<br> of the Share before amortisation | |
| --- | |
| Value<br> of the Share before amortisation – Amount of amortisation per Share |
For the calculation of this ratio, the value of the Share before amortisation will be equal to the VWAP of the Shares over the period comprising the last three Trading Days preceding the Ex-Date in respect of such amortisation, and the amount of amortisation per Share shall be determined in the same manner as the Value of the distribution per Share in paragraph 5.
| 10. | (a) **** In<br> the event of the modification by the Issuer of the allocation of its profits and/or issue<br> of preference shares resulting in such modification, the new Conversion Ratio will be determined<br> by the Equity-Linked Calculation Agent and will be equal to the product of the Conversion<br> Ratio in effect immediately prior to the Effective Date and the following ratio: |
|---|---|
| Value<br> of the Share before modification | |
| --- | |
| Value<br> of the Share before modification – Reduction of the profit right per Share |
For the calculation of this ratio, the value of the share before the modification will be equal to the VWAP of the Shares over the period comprising the last three Trading Days preceding the date of modification, and the reduction of the profit right per Share will be determined by an Expert and will be submitted to the approval of the Holders’ general meeting.
(b) In the event of the creation of preference shares without a modification of the allocation of the Issuer’s profits, the adjustment of the Conversion Ratio (if any) that would be necessary will be determined by an Expert.
In the event that the Issuer carries out a transaction likely to be subject to several adjustments, legal adjustments will apply by priority.
If the Issuer were to carry out transactions where an adjustment had not been completed under paragraphs 1 to 10 above, and a later law or regulations require an adjustment, the Issuer shall undertake such adjustment in accordance with the law or regulations then applicable and the market practice observed in France.
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Appendix5
Amortization schedule
63
Schedule 4
Agreed form Tranche B Amortized Bonds Issue Agreement
53
| daTED | 2<br> june 2026 | |
|---|---|---|
| (1) | Inventiva S.A. | |
| --- | --- |
as issuer
| (2) | Kreos Capital VIII (UK) LTD |
|---|---|
| (3) | Claret European Specialty Lending Company IV, S.à r.l |
| --- | --- |
| (4) | Claret Kermode Specialty Lending Company II, S.à r.l |
| --- | --- |
As Amortized Bonds Subscribers
| (5) | GLAS SAS |
|---|
As SECURITY AGENT
ORIGINAL/COUNTERPART
TRANCHEB AMORTIZED BONDS ISSUE AGREEMENT
|
Reed<br> Smith LLP<br><br> <br>112 avenue Kléber<br><br> 75116 Paris<br><br> France<br><br> <br>+33 (0)1 76 70<br> 40 00<br><br> <br>Fax +33 (0)1<br> 76 70 41 19<br><br> <br><br><br> <br>reedsmith.com |
|---|
CONTENTS
clause
| 1 | Definitions<br> and interpretation | 3 |
|---|---|---|
| 2 | Issue<br> and subscription | 10 |
| 3 | Purpose<br> of the Issue | 10 |
| 4 | Ranking | 11 |
| 5 | Interest | 11 |
| 6 | Repayment,<br> purchase and cancellation | 11 |
| 7 | Taxation | 12 |
| 8 | Undertakings | 14 |
| 9 | Events<br> of default | 14 |
| 10 | Register<br> and certificates | 19 |
| 11 | Transmission<br> and transfer | 19 |
| 12 | Procedures<br> for payment | 20 |
| 13 | Representative | 21 |
| 14 | Security<br> agency, Calculation agency, Expert | 24 |
| 15 | Remedies<br> and waivers | 24 |
| 16 | Severability | 25 |
| 17 | Indemnities | 25 |
| 18 | Litigation<br> and evidence | 25 |
| 19 | Notices | 25 |
| 20 | Governing<br> law - Jurisdiction | 27 |
| 21 | Electronic<br> Signature | 27 |
Schedule
| Schedule<br> 1 AGREED FORM DRAWDOWN NOTICE | 30 |
|---|---|
| Schedule<br> 2 AGREED FORM SUBSCRIPTION FORM | 31 |
| Schedule 3 AMORTIZATION AND REPAYMENT | 33 |
THIS AGREEMENT dated 2 June 2026
BETWEEN:
| 1. | INVENTIVA,<br> a limited company (société anonyme) incorporated under the laws of France,<br> having its registered office at 50, rue de Dijon – 21121 DAIX, France, registered under<br> single identification number 537 530 255 RCS Dijon; |
|---|
(hereinafter referred to as the “Issuer”)
ONTHE FIRST PART
| AND | |
|---|---|
| 2. | KREOS CAPITAL VIII (UK) LTD, a company incorporated in England and Wales under registration<br> number 16637390 whose registered office is at 5 Churchill Place, 10th Floor, London, United<br> Kingdom, E14 5HU, hereinafter referred to as "Kreos") |
| --- | --- |
| 3. | Claret European Specialty Lending Company IV, S.à r.l, a limited company (société à responsabilité limitée) incorporated under the laws of Luxembourg,<br> having its registered office at 412F, Route d'Esch – L-1471 Luxembourg, registered<br> under identification number B291023, (hereinafter referred to as "Claret 1") |
| --- | --- |
| 4. | Claret Kermode Specialty Lending Company II, S.à r.l. a limited company (société à responsabilité limitée) incorporated under the laws of Luxembourg,<br> having its registered office at 412F Route d'Esch, L-1471 Luxembourg, registered under identification<br> number B291766, (hereinafter referred to as "Claret 2") |
| --- | --- |
(Kreos, Claret 1 and Claret 2 being hereinafter referred to as the "Amortized Bonds Subscribers”)
ONTHE SECOND PART
| 5. | GLAS SAS, a simplified joint-stock company (société par actions simplifiée)<br> incorporated under the laws of France under registration number 838 225 290 whose registered<br> office is at 41 Avenue George V 75008 Paris, France; |
|---|
(hereinafter referred to as "Security Agent") Issuer, Amortized Bonds Subscribers and Security Agent being hereinafter referred to individually as a “Party” and collectively as the “Parties”.
ONTHE THIRD PART
1
WHEREAS
| (A) | The<br> Amortized Bonds Subscribers are growth debt providers, the business of which consists in<br> making investments in high technology and life science companies throughout Europe. |
|---|---|
| (B) | The<br> Issuer is a clinical-stage biopharmaceutical company focused on the research and development<br> of oral therapies for the treatment of patients with MASH. Since February 15 2017, the<br> Issuer's shares have been listed on the regulated market of Euronext Paris ("Euronext<br> Paris**"**). Since 15 July 2020, the Issuer's American Depositary Shares have<br> been listed on the New York stock exchange (NASDAQ Global Market). |
| --- | --- |
| (C) | In<br> order to finance the development of the Issuer’s business in general, including to<br> refinance the EIB Financing, the Subscribers have agreed to make available to the Issuer<br> an amount of EUR 130,000,000 in principal, in the form of amortized bonds and convertible<br> bonds, which may be extended to EUR 150,000,000 in principal including the Non-Committed<br> Tranche as the case may be, subject to and upon the terms and conditions of the subscription<br> agreement entered into between the Issuer and Kreos Capital VIII (UK) LTD, Kreos Capital<br> VIII Aggregator SCSp, Claret European Specialty Lending Company IV, S.à r.l., Claret<br> European Growth Capital Fund IV Aggregator LP, Claret Kermode Specialty Lending Company II,<br> S.à r.l., Claret Kermode Fund II, SCSp, and GLAS SAS on the date hereof (hereinafter<br> referred to as the "Subscription Agreement"). |
| --- | --- |
| (D) | The<br> Parties have agreed upon the terms and conditions of the Issue as set forth herein (the “Terms and Conditions”), being specified that concurrently with this Agreement, the Issuer<br> Kreos Capital VIII (UK) LTD, Claret European Specialty Lending Company IV, S.à r.l.,<br> Claret Kermode Specialty Lending Company II, S.à r.l., as OCA Subscribers, and GLAS<br> SAS as independent Security Agent, entered into a separate agreement defining the terms and<br> conditions governing the OCA to be issued in accordance with the Subscription Agreement (hereinafter<br> referred to as the "OCA Issue Agreement"). |
| --- | --- |
| (E) | Pursuant<br> to a calculation agency agreement to be executed before the Drawdown Date (as defined below),<br> between, inter alios, the Issuer in such capacity and the Equity-Linked Calculation<br> Agent, as Calculation Agent, (as such terms are defined therein) the Equity-Linked Calculation<br> Agent has been appointed by the Issuer for the purpose of making certain equity-linked determinations<br> in respect notably of the OCA Issue Agreement, the Amortized Bonds Issue Agreements, the<br> Put Option Agreement the Warrants Issue Agreement and the Prepayment Warrants Issue Agreement<br> (the “Calculation Agency Agreement”). |
| --- | --- |
| (F) | On<br> 29 May 2026, the Issuer’s board of directors (Conseil d’administration)<br> (hereinafter referred to as the “Board of Directors”) approved the terms<br> of this Agreement, the execution of this Agreement by the Issuer’s chief executive<br> officer (Directeur Général) and delegated its powers to the Issuer’s<br> chief executive officer (Directeur Général) for the issuance of the<br> Tranche B Amortized Bonds in accordance with the terms of this Agreement. |
| --- | --- |
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NOW,THEREFORE, IT HAS BEEN AGREED AS FOLLOWS:
| 1 | Definitions and interpretation |
|---|---|
| 1.1 | In<br> this Agreement, unless the context otherwise specifically provides, the following expressions<br> shall have the following meanings: |
| --- | --- |
| Affiliate | means,<br> with respect to any person, any other person that directly or indirectly Controls, is Controlled by, or is under common Control with,<br> such person. For the purposes of this definition, "Control" (contrôle) has the meaning assigned in article<br> L.233-3 I and III of the French Commercial Code (Code de commerce); |
| --- | --- |
| Agreement | shall<br> have the meaning set forth in the heading hereof; |
| Amortized Bonds | has<br> the meaning ascribed to it in the Subscription Agreement; |
| Amortized Bonds Subscriber(s) | has<br> the meaning ascribed to it in the Subscription Agreement; |
| Board of Directors | has<br> the meaning assigned in section (F) of the preamble hereof; |
| Business Day | means<br> any day on which banks are generally open for business in France, London and Luxembourg, other than a Saturday or Sunday; |
| Cash Interest | has<br> the meaning ascribed to it in Article 5.1; |
| Change of Control | Change<br> of Control" means, without limitation, any of the following events (whether in one or<br> in a series of transactions):<br><br> <br><br><br> <br>(a) any<br> person or group of persons acting in concert (within the meaning of Article L. 233-10 of the French Commercial Code), gains<br> control (within the meaning of Article L. 233-3 of the French Commercial Code) of the Issuer, whether by way of acquisition,<br> subscription, exchange or any other transaction;<br><br> <br><br><br> <br>(b) any<br> merger, consolidation or reorganisation occurs in respect of the Issuer;<br><br> <br><br><br> <br>(c) the<br> Issuer ceases to have its shares admitted to trading on Euronext Paris or NASDAQ Global Market. |
| Charged Assets | means<br> the assets and undertaking of a Group Company charged or to be charged to the Holders from time to time pursuant to the Security<br> Documents; |
| Claret | means<br> together Claret 1 and Claret 2; |
| Claret 1 | shall<br> have the meaning set forth in the appearances herein; |
| Claret 2 | shall<br> have the meaning set forth in the appearances herein; |
| Company | has<br> the meaning given to the term Issuer; |
| Completion Date | has<br> the meaning ascribed to it in the Subscription Agreement; |
| Conversion Notice | has<br> the meaning ascribed to it in the OCA Issue Agreement; |
| Conversion Ratio | has<br> the meaning ascribed to it in the OCA Issue Agreement; |
| Conversion Shares | means,<br> in respect of any conversion of one or more OCA pursuant to any one Conversion Notice, such ordinary shares of the Issuer as are<br> required to be issued in respect of such conversion in accordance with these Terms and Conditions; |
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| Cure Period | means<br> the period of forty-five (45) days commencing on (and including) the date of release by the Issuer of the topline results of the<br> Phase III NATiV3 Clinical Trial, during which a Termination Event may be cured in accordance with Article 9.21; |
|---|---|
| Default | means<br> an Event of Default or any event or circumstance specified in Article 9 which would (with the expiry of a grace period, the<br> giving of notice, the making of any determination under the Issue Documents or any combination of the foregoing) be an Event of Default; |
| Dividend | has<br> the meaning ascribed to it in the OCA Issue Agreement; |
| Drawdown Date | means<br> a day on which all of the Tranche B Amortized Bonds are subscribed and paid up by the Amortized Bonds Subscribers; it being specified<br> that the Drawdown Date for Tranche B Amortized Bonds shall be the Completion Date; |
| Drawdown Notice | means<br> a drawdown notice served in accordance with Article 2.3 in the form attached to this Agreement as Schedule 1 (as may<br> be amended with the prior written consent of the Holders); |
| EIB | means<br> the European Investment Bank, located at 98-100, boulevard Konrad Adenauer, L-2950 Luxembourg, Grand Duchy of Luxembourg; |
| EIB Financing | means<br> all amounts outstanding under the existing unsecured finance agreement entered into on 16 May 2022 between the EIB and the Issuer,<br> as amended; |
| End of Commitment Fee | has<br> the meaning ascribed to it in the Subscription Agreement; |
| Equity-Linked Calculation Agent | has<br> the meaning ascribed to it in Article 14.3; |
| Euronext Paris | has<br> the meaning assigned in section (B) of the preamble hereof; |
| Event of Default | has<br> the meaning ascribed to it in Article 9; |
| Ex-Date | means<br> (a) in respect of any Dividend, the first (1st) Trading Day on which the Shares are traded ex- such Dividend, and (b) in<br> respect of any transaction giving rise to an adjustment of the Conversion Ratio pursuant to Schedule 4, (i) the first (1st)<br> Trading Day on which the Shares are traded ex- such transaction or (ii) in the case of any transaction which Record Date is<br> to be determined by an Expert pursuant to limb (b)(ii) of the definition of “Record Date”, such date as is determined<br> in good faith to be appropriate by such Expert; |
| Expert | means<br> an expert of international reputation, which may include the Equity-Linked Calculation Agent acting for this purpose in such capacity<br> (as may be agreed at the relevant time between the Company and the Equity-Linked Calculation Agent), appointed from time to time<br> by the Company at its own expense and with the prior written consent of the Representative; |
| Final Redemption Date | means<br> the earlier of (i) 1 April 2030, or (ii) the date of any Prepayment or acceleration of the Amortized Bonds or more<br> generally such earlier date or dates as the same shall become repayable in accordance with this Agreement and/or the Subscription<br> Agreement;; |
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| First Interest Payment Date | means,<br> the Drawdown Date; |
|---|---|
| Group | means<br> the Issuer and its direct and indirect Subsidiaries from time to time; |
| Group Company | means<br> any member of the Group; |
| Holder | means<br> any Tranche B Amortized Bonds Subscriber and any successor or assignee Person(s) entered in the securities register which the<br> Issuer or the Registrar on its behalf, under this Agreement is required to maintain, as holder(s) of the Tranche B Amortized<br> Bonds and as may be represented by the Representative (as defined below); |
| Indebtedness | has<br> the meaning ascribed to it in the Subscription Agreement; |
| Industrial Competitor | means<br> (a) any person whose primary business is substantially similar or in competition with<br> the one carried out by the Group or (b) any affiliate of such person, but, in each case,<br> shall exclude:<br><br> <br><br><br> <br>(a) any<br> bank or financial institution which is primarily engaged in or established for the purpose of making, purchasing or investing in<br> loans or other debt securities and which has appropriate information barriers in place between it and the Industrial Competitor;<br><br> <br><br><br> <br>(b) any<br> fund or other entity that is an Affiliate of such an Industrial Competitor, and which is managed and controlled independently from<br> the Industrial Competitor and which has appropriate information barriers in place between it and the Industrial Competitor; |
| Intercreditor Agreement | has<br> the meaning ascribed to it in the Subscription Agreement; |
| Interest Only Period | has<br> the meaning ascribed to it in Article 6.2; |
| Interest Payment | has<br> the meaning ascribed to it in Article 5.2;; |
| Interest Payment Date | means,<br> with respect to each Tranche, the First Interest Payment Date, and then the first Business Day of each subsequent calendar month; |
| Interest Period | means<br> a period commencing on and including an Interest Payment Date and ending on the day prior to the next following Interest Payment<br> Date. Every Interest Period shall have a duration of one calendar month, being however specified that (i) in the event any Drawdown<br> Date would not be the First Interest Payment Date, interest will accrue on the period elapsing between the Drawdown Date and the<br> First Interest Payment Date in accordance with the provisions of Article 5.1 and 5.2 and (ii) the last Interest Period<br> will commence on the date of the Interest Payment Date immediately preceding the Final Redemption Date and end on such Final Redemption<br> Date; |
| Issue | means<br> the Tranche B Amortized Bonds issue decided by the chief executive officer (Directeur Général) of the Issuer<br> pursuant to this Agreement; |
| Issuer | shall<br> have the meaning set forth in the appearances herein; |
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| Issue Documents | has<br> the meaning ascribed to it in the Subscription Agreement; |
|---|---|
| Key Secondary Endpoints | means,<br> in respect of the Phase III NATiV3 Clinical Trial, the key secondary endpoints thereof, as defined in the trial protocol, being (i) NASH<br> resolution with no worsening of fibrosis and (ii) improvement of fibrosis with no worsening of NASH, it being specified that<br> the Key Secondary Endpoints shall be deemed met if either (and not necessarily both) of the following conditions is satisfied: (i) NASH<br> resolution with no worsening of fibrosis or (ii) improvement of fibrosis with no worsening of NASH; and the release of the topline<br> result confirming the same; |
| Loan-to-Own Investor | means<br> an entity whose principal investment strategy is the purchase of loans or other debt securities with a view to owning the equity<br> or gaining control of a business, provided that, Affiliates or Related Funds of such persons which are (a) deposit taking financial<br> institutions authorised by a financial services regulator or to carry out the business of banking and (b) managed and controlled<br> independently of any such entity where such Affiliate or Related Fund is acting on the other side of effective information barriers<br> or policy and procedures shall not be a Loan-to-Own Investor. |
| Major Transfer Event of Default | has<br> the meaning ascribed to it in Article 11.2; |
| Majority Holders | means,<br> at any time Holders holding at least 66.67% of the voting rights of the Holders attending that Holders’ general meeting at<br> that time or represented thereat; |
| Market Capitalisation | means,<br> when determined by reference to any price as specified herein, an amount equal to the product (rounded down to the nearest whole<br> multiple of €1) of (i) such price and (ii) the Relevant Number of Shares as of the close of business in Paris on such<br> day as at which such price is observed (or, if such price is to be observed over a period of multiple days, as at the close of business<br> in Paris on the last of such days), where “Relevant Number of Shares” means, at any time, such number of Shares<br> as is equal to the sum of (x) the total number of issued Shares as at such time and (y) such total number of Shares (if<br> any) as would be issued upon exercise of the Pre-Funded Warrants as at such time, all as determined by the Equity-Linked Calculation<br> Agent; |
| Material Adverse Effect | has<br> the meaning ascribed to it in the OCA Issue Agreement; |
| Monthly Repayment | has<br> the meaning ascribed to it in Article 6.1; |
| Non-Committed Tranche | has<br> the meaning ascribed to it in the Subscription Agreement; |
| Non-Cooperative Jurisdiction | means<br> an "Etat ou territoire non coopératif" (non-cooperative State or territory) as set out in the list referred<br> to in article 238-0 A of the French Code général des impôts, as such list may be amended from time to<br> time; |
| OCA | has<br> the meaning ascribed to it in the OCA Issue Agreement; |
| OCA Subscribers | has<br> the meaning ascribed to it in the OCA Issue Agreement; |
| Outstanding Amount | means,<br> at any time, the balance of the amounts due by the Issuer under this Agreement; |
| Participation Office | means<br> the office or offices notified by an Amortized Bonds Subscriber to the Issuer in writing on or before the date it becomes an Amortized<br> Bonds Subscriber (or, following that date, by not less than five (5) Business Days' written notice) as the office or offices<br> through which it will hold the outstanding Amortized Bonds which are registered in its name; |
6
| Person | shall<br> mean and include an individual, a partnership, a corporation, a business trust, a joint stock company, a limited liability company,<br> an unincorporated association or other entity and any domestic or foreign national, state or local government, any political subdivision<br> thereof, and any department, agency, authority or bureau of any of the foregoing; |
|---|---|
| PIK Interest | has<br> the meaning ascribed to it in Article 5.3; |
| Phase III NATiV3 Clinical Trial | has<br> the meaning ascribed to it in the Subscription Agreement; |
| Post-Cure Market Capitalisation | has<br> the meaning ascribed to it in the OCA Issue Agreement; |
| Post-Results Market Capitalisation | has<br> the meaning ascribed to it in the OCA Issue Agreement; |
| Pre-Funded Warrants | means<br> any securities issued by the Company under the form of pre-funded warrants (bons de souscription d'actions pré-financés); |
| Prepayment | has<br> the meaning ascribed to it in Article 6.3; |
| Primary Composite Endpoint | means<br> the primary composite endpoint of the Phase III NATiV3 Clinical Trial, as defined in the trial protocol thereof, being the cumulative<br> achievement of (i) the resolution of NASH and (ii) the improvement of fibrosis of at least one stage; |
| Qualifying Holder | means<br> a Holder which:<br><br> <br><br><br> <br>(i) fulfils<br> the conditions imposed by French Law in order for a payment from the Issuer under the Issue Documents not to be subject to (or as<br> the case may be, to be exempt from) any Tax Deduction, subject to the completion of any necessary procedural formalities; or<br><br> <br><br><br> <br>(ii) is<br> a Treaty Holder; |
| Record Date | has<br> the meaning ascribed to it in the OCA Issue Agreement; |
| Register | has<br> the meaning ascribed to it in Article 10.2; |
| Registrar | means<br> Société Générale Securities Services or any other registrar appointed as such ; |
| Related Fund | means,<br> in relation to a fund (the first fund), means a fund which is managed or advised by the same investment manager or investment adviser<br> as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or<br> investment adviser is an Affiliate of the investment manager or investment adviser of the first fund; |
| Relevant Exchange | means<br> (a) in respect of the Shares, (i) Euronext Paris (or any successor thereto), or (ii) if the Shares are no longer admitted<br> to trading on Euronext Paris (or any successor thereto) at the relevant time, the principal stock exchange or other securities market<br> (as determined by an Expert) on which the Shares (or, as applicable, ADSs representing them) are admitted to trading at such time,<br> or (b) in respect of any other securities or other assets, (i) Euronext Paris (or any successor thereto), or (ii) if<br> such securities or other assets are not admitted to trading on Euronext Paris (or any successor thereto) at the relevant time, the<br> principal stock exchange or other securities market (as determined by an Expert) on which such securities or other assets (or, as<br> applicable, depositary receipts representing them) are admitted to trading at such time; |
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| Representative | has<br> the meaning ascribed to it in Article 13.1; |
|---|---|
| Security | means<br> any Security Interest granted under or pursuant to the Security Documents; |
| Security Documents | has<br> the meaning ascribed to it in the Subscription Agreement; |
| Security Interest | has<br> the meaning ascribed to it in the Subscription Agreement; |
| Shares | means<br> the ordinary shares of the Issuer with a nominal value of (as at the date hereof) €0.01 each (and each, a “Share”); |
| Subsidiaries | means<br> any subsidiary controlled by the Issuer within the meaning of article L. 233-3 I and III of the French Commercial Code (Code de commerce), from time to time; |
| Subscription Agreement | has<br> the meaning ascribed in section (C) of the preamble hereof; |
| T3 Warrants | means<br> the warrants issued by the Company on May 7, 2025; |
| T3 Warrant Exercise | means<br> the investors exercising the T3 Warrants of no less than EUR 100,000,000; |
| Tax | has<br> the meaning ascribed to it in the Subscription Agreement; |
| Tax Deduction | means<br> a deduction or withholding for on account of Tax from a payment under the Issue Documents; |
| Terms and Conditions | has<br> the meaning assigned in section (D) of the preamble hereof; |
| Termination Event | has<br> the meaning ascribed to it in Article 9.21.1; |
| Trading Day | means<br> a day on which the Shares are capable of being traded on the Relevant Exchange in respect thereof other than a day on which such<br> trading ceases prior to the usual closing time (whether such closing is scheduled (as it is often the case regarding trading on the<br> Euronext Paris on 24 December and 31 December) or unscheduled); |
| Tranche | has<br> the meaning ascribed to it in the Subscription Agreement; |
| Tranche A | has<br> the meaning ascribed to it in the Subscription Agreement; |
| Tranche B Amortized Bonds | means<br> the tranche of Amortized Bonds in an aggregate principal amount of up to forty million Euros (EUR 40,000,000), to be issued in full<br> on the Completion Date in accordance with this Agreement and the Subscription Agreement; |
| Tranche C Amortized Bonds | means<br> the tranche of Amortized Bonds in an aggregate principal amount of up to fifty-five million Euros (EUR 55,000,000), to be issued<br> in one drawdown during the Tranche C Issuance Period, subject to the conditions set out in this Agreement and in the Subscription<br> Agreement; |
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| Tranche C Issuance Period | means<br> the period commencing on the Completion Date and ending on 15 February 2027, during which the Issuer may, subject to the conditions<br> set out in this Agreement and in the Subscription Agreement, request one drawdown of Tranche C Amortized Bonds in accordance with<br> Article 2; |
|---|---|
| Tranche C Milestones | has<br> the meaning ascribed to it in the Subscription Agreement; |
| Treaty | has<br> the meaning ascribed to it in the definition of “Treaty State”; |
| Treaty State | means<br> a jurisdiction having a double taxation agreement with France (the "Treaty"), which makes provision for full exemption<br> from Tax imposed by France on a payment from the Issuer under the Issue Documents; |
| Treaty Holder | means<br> a Holder which:<br><br> <br><br><br> <br>(i) is<br> treated as resident of a Treaty State for the purposes of the Treaty;<br><br> <br><br><br> <br>(ii) does<br> not carry on business in France through a permanent establishment with which that Amortized Bonds Subscriber's participation in the<br> Issue is effectively connected;<br><br> <br><br><br> <br>(iii) is<br> acting from a Participation Office situated in its jurisdiction of incorporation; and<br><br> <br><br><br> <br>fulfils<br> any other conditions which must be fulfilled under the Treaty by residents of the Treaty State for such residents to obtain exemption<br> from Tax imposed by France on a payment from the Issuer under the Issue Documents, subject to the completion of any necessary procedural<br> formalities; |
| VWAP | has the<br> meaning ascribed to it in the OCA Issue Agreement; |
| 1.2 | In<br> this Agreement, except as otherwise provided or where clearly inconsistent in the light of<br> the context: |
| --- | --- |
| (a) | words<br> importing the singular include the plural and vice versa; |
| --- | --- |
| (b) | words<br> denoting gender include every gender; |
| --- | --- |
| (c) | words<br> denoting persons include bodies corporate or unincorporated; |
| --- | --- |
| (d) | an<br> article, a section, clause, sub-clause or Schedule is a reference to an article, clause,<br> sub-clause or Schedule, as the case may be, of or to this Agreement as amended from time<br> to time; |
| --- | --- |
| (e) | any<br> provision of a statute shall be construed as a reference to that provision as amended, modified,<br> re-enacted or extended from time to time; |
| --- | --- |
| 1.3 | The<br> headings in this Agreement are for ease of reference only and shall not affect the construction<br> of this Agreement. |
| --- | --- |
| 1.4 | Should<br> any conflicts occur between this Agreement and the Subscription Agreement or any ancillary<br> contractual document entered into between the parties, the Parties agree that the Subscription<br> Agreement’s provisions shall prevail. |
| --- | --- |
| 1.5 | Terms<br> used but not defined in this Agreement shall have the meaning ascribed to them in the Subscription<br> Agreement. |
| --- | --- |
| 1.6 | A<br> Default (other than an Event of Default) is continuing if it has not been remedied or waived<br> and any reference to an Event of Default being continuing is a reference to an Event of Default<br> that has not been waived by the Representative (acting on the instructions of the Majority<br> Holders). |
| --- | --- |
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| 2 | Issue and subscription |
|---|---|
| 2.1 | The<br> Tranche B Amortized Bonds will be issued by the Issuer, in one single tranche on the Completion<br> Date, in registered form exclusively reserved to the benefit, amongst others, of natural<br> or legal persons (including companies), trusts or investment funds, or other investment vehicles,<br> in any form, established under French or foreign law, which regularly invest in the pharmaceutical,<br> biotechnological or medical technology sectors of which the Amortized Bonds Subscribers belong<br> to, for a nominal amount of forty million Euros (EUR 40,000,000.00), with a par value of<br> a hundred thousand euros (EUR 100,000) per Amortized Bonds as decided by the chief executive<br> officer (Directeur Général) of the Issuer. The Tranche B Amortized Bonds<br> will confer rights to the Amortized Bonds Subscribers and any subsequent Holder as from their<br> subscription. |
| --- | --- |
| 2.2 | Each<br> Holder represents and warrants that he belongs to one of the categories as defined under<br> the 27^th^ resolution adopted by the General Meeting described above and is a "qualified<br> investor" as defined under Article 2 (e) of Regulation EU n°2017/1129. |
| --- | --- |
The Issuer shall provide the Amortized Bonds Subscribers with a Drawdown Notice no less than one (1) day prior to the issuance of Tranche B Amortized Bonds.
| 2.3 | Following<br> Receipt of a Drawdown Notice, the Amortized Bonds Subscribers will subscribe to four hundred<br> (400) Tranche B Amortized Bonds, subject to the conditions precedent set forth in Article 3.1<br> of the Subscription Agreement, pursuant to a Drawdown Notice, concurrently only with the<br> subscription of the OCA under the OCA Issue Agreement, in accordance with the following breakdown: | |
|---|---|---|
| Tranche<br> B Amortized <br><br>Bonds Subscriber | % | Number<br> of Tranche B<br><br> Amortized Bonds |
| --- | --- | --- |
| Kreos | 66.75% | 267 |
| Claret<br> 1 | 25.00% | 100 |
| Claret<br> 2 | 08.25% | 33 |
| 2.4 | Subscription<br> of the Tranche B Amortized Bonds will be wholly paid up by the Amortized Bonds Subscribers,<br> by bank transfer, to the following account (the “Drawdown Account”): | |
| --- | --- |
[***]
The payment by the Tranche B Amortized Bond Subscribers to the Drawdown Account, or to such other bank account as is agreed in writing between the Tranche B Amortized Bond Subscribers and the Issuer, shall constitute the subscription of the Tranche B Amortized Bonds (or the relevant part thereof) and the Issuer shall thereupon become indebted, as principal and direct obligor, to the Tranche B Amortized Bond Subscribers in an amount equal to the Tranche B Amortized Bonds (or the relevant part thereof) and all interest thereon and other payments due in connection therewith under this Amortized Bonds Issue Agreement.
Concurrently with such transfer, each Tranche B Amortized Bonds Subscriber shall send to the Issuer a subscription form substantially in the same terms as the template attached as Schedule 2 hereto.
| 3 | Purpose of the Issue |
|---|---|
| 3.1 | The<br> Issuer shall apply the proceeds of the Tranche B Amortized Bonds towards financing the development<br> of the Issuer’s business in general, including to refinance the EIB Financing (as defined<br> in the Subscription Agreement) and agrees that it will not use the whole or any part of the<br> proceeds of the Issue in contravention of any applicable law. |
| --- | --- |
| 3.2 | Without<br> prejudice to the above, the Amortized Bonds Subscribers shall not be under any obligation<br> to monitor or verify the application of the proceeds of the Issue. |
| --- | --- |
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| 4 | Ranking |
|---|
Each of the Tranche B Amortized Bonds shall rank pari passu equally and rateably inter se with the OCA, with the Tranche C Amortized Bonds is issued and with any bond issued under the Non-Committed Tranche, without any discrimination or preference and as direct, unconditional, unsubordinated obligations, secured as set out in the Security Documents, being expressly specified that any obligations and liabilities of the Issuer under this Agreement shall fall in the scope of secured obligations (Obligations Garanties) as defined in the Security Documents.
| 5 | Interest |
|---|---|
| 5.1 | The<br> Tranche B Amortized Bonds shall bear cash-pay interest accruing on the principal Outstanding<br> Amount of such Tranche at the applicable fixed rate of nine point ninety per cent (9.90%)<br> per annum (the "Cash Interest"). The Cash Interest shall accrue from (and<br> including) the Drawdown Date of the Tranche B Amortized Bonds and shall be payable monthly<br> in advance during the Interest Only Period and monthly in arrears thereafter, on each Interest<br> Payment Date. |
| --- | --- |
| 5.2 | In<br> the event the Drawdown Date of Tranche B Amortized Bonds does not fall on the first day of<br> a calendar month, Article 5.1 shall not apply to the first Interest Period, and an interim<br> interest payment (the “Interim Payment”) shall become payable in respect<br> of the period from (and including) such Drawdown Date to (but excluding) the first day of<br> the calendar month immediately following such Drawdown Date. The Interim Payment shall accrue<br> at the daily equivalent of the Cash Interest rate applicable to the relevant Tranche and<br> shall be due and payable in advance on the Drawdown Date. |
| --- | --- |
| 5.3 | In<br> addition to the Cash Interest, Tranche B Amortized Bonds shall bear payment-in-kind interest<br> accruing on the principal Outstanding Amount of such Tranche (together with all accrued and<br> unpaid interest thereon, including any previously capitalised PIK Interest) of two point<br> one per cent (2.10%) per annum (the "PIK Interest"). The PIK Interest shall<br> be calculated (on the basis of a 360-day year) and shall be capitalized annually in accordance<br> with article 1343-2 of the French Civil Code. If calculated over a period of less than a<br> year, the PIK Interest shall be calculated on the basis of the number of days elapsed during<br> the interest period concerned divided by 360. The amount of interest due for each Holder<br> shall be calculated by reference to the amount of the total outstanding number of Tranche<br> B Amortized Bonds held by the relevant Holder on the date of calculation of interest, the<br> amount of such payment being rounded to the nearest second decimal. It being specified that<br> any accumulated and uncapitalised PIK Interest shall be due and payable on the date of the<br> final Monthly Repayment of the Tranche B Amortized Bonds. |
| --- | --- |
| 5.4 | Any<br> default interest determined under Article 5.6 below (if unpaid) arising on an overdue<br> amount will be compounded with the overdue amount only if, within the meaning of article<br> 1343-2 of the French civil code (Code civil), such interest is due for a period of at least<br> one year, but will remain immediately due and payable. |
| --- | --- |
| 5.5 | Each<br> interest payment shall be made to the Holders, on each Interest Payment Date before 11.00<br> AM Paris time, and the Holders shall be deemed, for the purpose of this Agreement, to be<br> the holder, on such date for payment of interest, of the Tranche B Amortized Bonds held by<br> him on such preceding date notwithstanding any intermediate transfer or transmission of any<br> such Tranche B Amortized Bonds. |
| --- | --- |
| 5.6 | Time<br> of payment of any sum due from the Issuer is of the essence under these Terms and Conditions.<br> If the Issuer fails to pay any amount payable by it under this Article 5 on its due<br> date, the Issuer shall pay to the Holders forthwith on demand, interest on such sum (compounded<br> on an annual basis) from the due date to the date of actual payment (as well after as before<br> judgment) at a rate equal to the applicable Cash Interest plus five percent (5%) per annum<br> during the period of non-payment. If the Issuer fails to pay any amount payable by it under<br> this Article 5 within five (5) Business Days after such sum is due and payable,<br> the Issuer shall pay to the Holders forthwith on demand, a one-off late payment charge of<br> three per cent (3)% of such sum, to compensate the Holders for additional administrative<br> expense. |
| --- | --- |
| 6 | Repayment, purchase and cancellation |
| --- | --- |
| 6.1 | Unless<br> the Tranche B Amortized Bonds have been subject to early redemption, or purchase and cancellation<br> under the conditions set forth below, following the expiry of the Interest Only Period (as<br> defined in Article 6.2 below), the Issuer shall redeem the principal Outstanding Amount<br> of the Tranche B Amortized Bonds in monthly instalments comprising principal and Cash Interest<br> (each, a “Monthly Repayment”) in accordance with the payment schedule<br> attached as Schedule 3. Cash Interest shall be payable monthly in advance on<br> the first day of each month during the Interest Only Period and monthly in arrears following<br> the Interest Only Period, and principal shall be payable monthly on the first day of each<br> month. The amount of each Monthly Repayment shall be determined by reference to the Outstanding<br> Amount of the Tranche B Amortized Bonds from time to time, for the avoidance of doubt not<br> including any annual capitalisation of PIK Interest. |
| --- | --- |
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| 6.2 | The<br> Interest Only Period shall commence on the Drawdown Date and shall end on 31 March 2027,<br> it being specified that such period may be extended at the Issuer's election: (i) until<br> 31 December 2027, subject to the Issuer having met the Tranche C Milestones, and (ii) thereafter,<br> until 31 December 2028, by delivery to the Agent of satisfactory evidence of FDA approval<br> of the new drug application (NDA) for Lanifibranor, by no later than 15 Business Days prior<br> to 31 December 2027 (the “Interest Only Period”). |
|---|---|
| 6.3 | The<br> Issuer shall have the right, at any time but with no less than thirty (30) days' prior written<br> notice to the Representative, to prepay in whole but not in part of the principal Outstanding<br> Amount of Tranche B Amortized Bonds (a "Prepayment"), being specified that<br> the Issuer shall not be required to prepay any other Tranche simultaneously. |
| --- | --- |
The Prepayment shall be equal to the aggregate of:
| 6.3.1 | In<br> case of repayment during the Interest Only Period, a sum equal to (i) the principal<br> Outstanding Amount of Tranche B Amortized Bonds at the time of the prepayment, plus (ii) an<br> aggregate of all remaining Interest Payments that would have been paid until the Final Redemption<br> Date, discounted to present value by applying a discount rate of 4% plus (iii) the End<br> of Commitment Fee (as well as any other unpaid fees, cash return compensation, or costs,<br> if any). |
|---|---|
| 6.3.2 | In<br> case of early repayment following expiry of the Interest Only Period: (i) within 12<br> months following the end of the Interest Only Period, 103% of the principal Outstanding Amount<br> of Tranche B Amortized Bonds at the time of the prepayment, plus the End of Commitment Fee<br> (as well as any other unpaid fees or costs, if any), (ii) within 24 months following<br> the end of the Interest Only Period, 102% of the principal Outstanding Amount of Tranche<br> B Amortized Bonds at the time of the prepayment, plus the End of Commitment Fee (as well<br> as any other unpaid fees or costs, if any), and (iii) thereafter, 101% of the principal<br> Outstanding Amount of Tranche B Amortized Bonds at the time of the prepayment, plus the End<br> of Commitment Fee (as well as any other unpaid fees or costs, if any). |
| --- | --- |
For the avoidance of doubt, principal Outstanding Amount of Tranche B Amortized Bonds shall include all accrued and capitalised PIK Interest.
The Prepayment may, and in certain circumstances shall, occur in the event that certain French taxes are imposed, in accordance with Article 7 (Taxation).
| 6.4 | Any<br> Tranche B Amortized Bonds repaid by the Issuer shall be cancelled and the Issuer shall in<br> no event make another use of such repaid or purchased Tranche B Amortized Bonds (including<br> by reselling them). |
|---|---|
| 6.5 | On<br> the Drawdown Date, the Issuer shall also assign by way of security to the Representative<br> the final Monthly Repayment amount, making the assumption that the Interest Only Period shall<br> end on 31 March 2027, in accordance with articles 2374 to 2374-6 of the French Civil<br> code (Code civil), which shall accordingly be held by it and applied in or towards<br> payment of the last repayment in respect of the Tranche B Amortized Bonds issued on the Drawdown<br> Date. |
| --- | --- |
| 6.6 | All<br> payments to be made by the Issuer to the Holders under this Agreement and the other Issue<br> Documents shall be made in full, without (and free and clear of any deduction for) any set-off<br> or counterclaim. |
| --- | --- |
| 7 | Taxation |
| --- | --- |
| 7.1 | All<br> payments of principal and interest by or on behalf of the Issuer in respect of the Tranche<br> B Amortized Bonds shall be made free and clear of, and without a Tax Deduction of whatever<br> nature imposed, levied or collected by or within any jurisdiction. |
| --- | --- |
| 7.2 | If<br> French law should require that any payment of interest or principal in respect of the Tranche<br> B Amortized Bonds be subject to Tax Deduction with respect to any present or future taxes,<br> duties or charges, the Issuer will, to the fullest extent then permitted by law, pay such<br> additional amounts as may be necessary in order that the Holders, after such Tax Deduction,<br> receive the full amount provided in such Tranche B Amortized Bonds to be then due and payable;<br> provided, however, that if by reason of a change in any law or regulation of France or any<br> change in the official application or interpretation of such law or regulation, becoming<br> effective after the Drawdown Date, and if the Issuer would, on the occasion of the next payment<br> of principal or interest due in respect of the Tranche B Amortized Bonds, not be able to<br> make such payment without having to pay additional amounts (and such payments cannot be avoided<br> by reasonable measures taken by the Issuer), the Issuer may at any time, but no earlier than<br> thirty (30) calendar days prior to the effective date of the such change, trigger a Prepayment<br> on the outstanding Tranche B Amortized Bonds in accordance with the conditions of Prepayment.<br> The provisions of the above paragraph do not apply where the Holder is subject to such taxes,<br> duties or charges by reason of its having some connection with France other than the mere<br> holding of such Tranche B Amortized Bonds. |
| --- | --- |
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| 7.3 | If<br> the Issuer is required to make additional payments in accordance with the provisions of Article 7.2<br> above and if the Issuer would be prevented by law from making payment to the Holders of the<br> full amount then due and payable (and the obligation to make such additional payments cannot<br> be avoided by reasonable measures taken by the Issuer), the Issuer shall trigger the Prepayment<br> of the outstanding Tranche B Amortized Bonds, at the earliest thirty (30) calendar days prior<br> to the effective date of the change referred to in paragraph 7.2 above and at the latest<br> on the date on which the additional payments should have been made. |
|---|---|
| 7.4 | For<br> the avoidance of doubt, a payment shall not be increased under paragraph 7.2 above by reason<br> of a Tax Deduction on account of Tax imposed by France, if on the date on which the payment<br> falls due: |
| --- | --- |
| (i) | the<br> payment could have been made to the relevant Holder without a Tax Deduction if such Holder<br> had been a Qualifying Holder, but on that date that Holder is not or has ceased to be a Qualifying<br> Holder other than as a result of any change after the date it became a Holder under the Issue<br> Documents in (or in the interpretation, administration, or application of) any law or double<br> taxation agreement, or any published practice or published concession of any relevant taxing<br> authority; or |
| --- | --- |
| (ii) | the<br> relevant Holder is a Treaty Holder and the Issuer is able to demonstrate that the payment<br> could have been made to the Holder without the Tax Deduction had that Holder complied with<br> its obligations under paragraph 7.7 below, |
| --- | --- |
| (iii) | provided<br> that the exclusion for changes after the date a Holder became a Holder under this Tranche<br> B Amortized Bonds Issue Agreement in paragraph 7.4 (i) above shall not apply in respect<br> of any Tax Deduction on account of Tax imposed by France on a payment made to a Holder if<br> such Tax Deduction is imposed solely because this payment is made to an account opened in<br> the name of or for the benefit of that Holder in a financial institution situated in a Non-Cooperative<br> Jurisdiction or because such Holder is incorporated, domiciled, established, or acting through<br> a Participation Office situated, in a Non-Cooperative Jurisdiction. |
| --- | --- |
| 7.5 | However,<br> no such additional amounts shall be payable with respect to any Tranche B Amortized Bonds<br> to a Holder (or to a third party on behalf of the Holder) who is liable to such taxes or<br> duties in respect of such Tranche B Amortized Bonds by reason of his having some connection<br> with France other than merely being the holder of the Tranche B Amortized Bonds. |
| --- | --- |
| 7.6 | The<br> Issuer shall promptly upon becoming aware that it must make a Tax Deduction (or that there<br> is any change in the rate or the basis of a Tax Deduction) notify the Representative accordingly.<br> Similarly, the Representative shall notify the Issuer on becoming so aware in respect of<br> a payment payable to any Holder. |
| --- | --- |
| 7.7 | In<br> the event of a Prepayment made in accordance with the provisions of Article 7.3 above,<br> the Issuer will provide, or cause to be provided, notice of such Prepayment, pursuant to<br> the provisions of Article 19 (Error! Reference source not found.), at<br> the earliest thirty (30) calendar days and at the latest fifteen (15) calendar days prior<br> to the date fixed for Prepayment. |
| --- | --- |
| 7.8 | If<br> the Issuer is required to make a Tax Deduction, the Issuer shall make that Tax Deduction<br> and any payment required in connection with that Tax Deduction within the time allowed and<br> in the minimum amount required by law. |
| --- | --- |
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| 7.9 | Within<br> thirty (30) days of making either a Tax Deduction or any payment required in connection with<br> that Tax Deduction, the Issuer shall deliver to the Representative the payment evidence satisfactory<br> to the Representative (acting reasonably) that the Tax Deduction has been made or (as applicable)<br> any appropriate payment paid to the relevant taxing authority. |
|---|---|
| 7.10 | A<br> Treaty Holder and the Issuer which makes a payment to which that Treaty Holder is entitled<br> shall co- operate in completing any procedural formalities necessary for the Issuer to obtain<br> authorization to make that payment without a Tax Deduction. |
| --- | --- |
| 7.11 | Each<br> Tranche B Amortized Bonds Subscriber hereby represents that, at the Completion Date: |
| --- | --- |
| (i) | it<br> is a Qualifying Holder; and |
| --- | --- |
| (ii) | it<br> is not incorporated or domiciled (or acting through a Participation Office, or office, or<br> carrying on a trade or business ("établissement stable") in each case to<br> which the Participation is attributable), located in a Non-Cooperative Jurisdiction. |
| --- | --- |
| 7.12 | Any<br> references in this Agreement to principal and interest shall be deemed also to refer to any<br> additional amounts which may be payable under the provisions of this Article 7. |
| --- | --- |
| 8 | Undertakings |
| --- | --- |
The Issuer undertakes with the Amortized Bonds Subscribers that, from the date of this Agreement and for so long as any amount is or may be outstanding under this Agreement, it shall (and shall procure that each Group Company will) comply with the commitments set forth in the Subscription Agreement, including but not limited to those contained in Article 4 (Commitments) of the Subscription Agreement.
| 9 | Events of default |
|---|
Each of the following events, facts or circumstances constitutes an Event of Default:
| 9.1 | Non-payment |
|---|
the Issuer or any Group Company fail, after being notified by the Representative (acting on instructions of the Majority Holders), to pay in full on the due date any sum due by it under this Agreement in the currency specified in this Agreement save where such the failure to pay is caused solely by:
| (a) | an<br> administrative or human error or technical problem and payment is made within three (3) Business<br> Days of its due date; or |
|---|---|
| (b) | a<br> material disruption to those payment or communications systems or to those financial markets<br> which are, in each case, required to operate in order for payments to be made in connection<br> with the Issue Documents and which disruption is not caused by, and is beyond the control<br> of, any of the parties and such payment is made within five (5) Business Days of its<br> due date; |
| --- | --- |
| 9.2 | Breach of financial information obligations |
| --- | --- |
the Issuer fails to duly perform or comply with any of the material financial information obligations expressed to be assumed by it in Article 4.2 (Commitments) of the Subscription Agreement and where such non- performance or non-compliance is capable of remedy, has not been remedied to the reasonable satisfaction of the Representative (acting on instructions of the Majority Holders) within five (5) Business Days of the earlier of (i) the relevant Group Company becoming aware of such breach and (ii) the notice of that breach by the Representative (acting on instructions of the Majority Holders) to the Issuer;
| 9.3 | Breach of other obligations |
|---|
the Issuer or any Group Company fails to duly perform or comply with any other material obligation expressed to be assumed by it in any of the Issue Documents to which it is a party and where such nonperformance or non-compliance is capable of remedy, has not been remedied to the reasonable satisfaction of the Representative (acting on instructions of the Majority Holders) within fifteen (15) Business Days of the earlier of (i) the relevant Group Company becoming aware of such breach and (ii) the notice of that breach by the Representative (acting on instructions of the Majority Holders) to the Issuer;
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| 9.4 | Intercreditor Agreement |
|---|
any party to the Intercreditor Agreement (other than the Holders) fails to comply with the provisions of, or does not perform its obligations under, the Intercreditor Agreement or any representation or warranty given by any party to the Intercreditor Agreement is incorrect in any material respect;
| 9.5 | Breach of ranking obligations |
|---|
the Issuer (or any Group Company) is in breach of the ranking obligations under Article 4 (Commitments) of the Subscription Agreement and/or Article 4 (Ranking) of this Agreement.
| 9.6 | Breach of representation |
|---|
any representation, warranty or statement made by, or by an officer of, any Group Company in any Issue Document or in the Drawdown Notice or any other notice or document relating to any Issue Document is incorrect, untrue or misleading in any material respect when it is made or deemed repeated and where such representation, warranty or statement is capable of remedy, has not been remedied to the reasonable satisfaction of the Representative (acting on instructions of the Majority Holders) within three (3) Business Days;
| 9.7 | Cross-default |
|---|---|
| (a) | any<br> Indebtedness of the Issuer or any Group Company is not paid when due or within any applicable<br> grace period; |
| --- | --- |
| (b) | any<br> Indebtedness of the Issuer or any Group Company is declared to be or otherwise becomes due<br> and payable before its specified maturity as a result of an event of default; or |
| --- | --- |
| (c) | any<br> creditor or creditors of the Issuer or any Group Company become entitled to declare Indebtedness<br> of the Issuer, due and payable before its specified maturity as a result of an event of default,<br> except where (a) such event of default results from a breach of its obligations by a<br> business counterparty or (b) a business counterpart is a provider of the Issuer, and<br> the absence of payment is made in the ordinary course of business and does not exceed ten<br> (10) Business Days or (c) if such Indebtedness is, (x) in aggregate, equal<br> to or less than one million euros (EUR 1,000,000) or (y) on a single basis, equal to<br> or less than five hundred thousand euros (EUR 500,000); |
| --- | --- |
| 9.8 | Insolvency proceedings |
| --- | --- |
any corporate action, legal proceedings or other procedure or step is taken in relation to:
| (a) | the<br> suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration<br> or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of<br> any Group Company, |
|---|---|
| (b) | a<br> composition, compromise, assignment or arrangement with any creditor of any Group Company, |
| --- | --- |
| (c) | the<br> appointment of a liquidator, receiver, administrative receiver, administrator, compulsory<br> manager or other similar officer in respect of any Group Company or any of its assets; or |
| --- | --- |
| (d) | enforcement<br> of any Security over any assets of any Group Company, |
| --- | --- |
| (e) | or<br> any analogous procedure or step is taken in any jurisdiction, |
| --- | --- |
provided that this Article shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 30 days of commencement;
15
| 9.9 | Insolvency |
|---|
if and when applicable, the Issuer or any Group Company shall stop payment or shall be unable to pay its debts as they fall due, with its available assets ("état de cessation des paiements") or otherwise admits its inability to pay its debts as they fall due, or commences negotiations with any one or more of its creditors (other than the Subscribers) with a view to the general readjustment or rescheduling of its Indebtedness, or makes a general assignment for the benefit of, or a composition with one of its creditors or more of its creditors (other than the Subscribers), whether or not through the appointment of an administrator ("administrateurjudiciaire" ou "liquidateur judiciaire"), in the framework of a conciliation or safeguard procedure or any analogous procedure or step is taken in any jurisdiction, or shall be adjudicated or declared insolvent;
| 9.10 | Expropriation |
|---|
any expropriation, attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) affects any material asset or assets of a Group Company;
| 9.11 | Authority |
|---|
the authority or ability of any Group Company to conduct its business wholly or substantially curtailed by any, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other administrative body in relation to a Group Company or any of its assets;
| 9.12 | Cessation of business |
|---|
if the Issuer or any Group Company (i) ceases, threatens to cease, or suspends carrying all or substantially all the business it carries on at the date hereof as mentioned in section (B) of the preamble hereof, or (ii) enters into any business that is not related or complementary to such business, to the extent or in a manner which will have a Material Adverse Effect;
| 9.13 | Audit qualification |
|---|
the auditors of a Group Company qualify the audited annual consolidated financial statements, excluding qualifications in respect to going concern;
| 9.14 | Litigation |
|---|
any litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency are started or threatened in writing, or any judgment or order of a court, arbitral body or agency is made, in relation to the Issue Documents or the transactions contemplated by the Issue Documents or against any member of the Group or its assets which have, or has, or are, or is, reasonably likely to have a Material Adverse Effect;
| 9.15 | Change of Control |
|---|
there is a Change of Control in any Group Company, provided that the Amortized Bonds Subscribers may agree, by written notice to the Issuer, that a Change of Control shall not be deemed an Event of Default, but that nevertheless the consequences set forth in Article 9.22 (Occurrence of an Event of Default) shall apply, and in such event the Tranche B Amortized Bonds, all accrued interest and all other amounts accrued, owing or payable under the Issue Documents shall be due and payable simultaneously with the closing of the Change of Control transaction;
| 9.16 | Validity of agreement |
|---|
at any time any act, condition or action required to be done, fulfilled or performed by it in order:
| (a) | to<br> enable the Issuer lawfully to enter into, exercise its rights under or perform the material<br> obligations expressed to be assumed by it in the Issue Documents to which it is a party; |
|---|---|
| (b) | to<br> ensure that the material obligations expressed to be assumed by the Issuer in the Issue Documents<br> to which it is a party are and remain legal, valid and binding; |
| --- | --- |
| (c) | to<br> make the Issue Documents to which it is a party admissible in evidence in France; is not<br> done, fulfilled or performed by the Issuer in a timely manner to ensure compliance with the<br> same; |
| --- | --- |
16
| 9.17 | Unlawfulness |
|---|
if it becomes unlawful or impossible: (i) for the Issuer and/or any Group Company (as relevant) to discharge any liability under the Issue Documents or to comply with any other obligation which the Issuer considers material under the Issue Documents; or (ii) for the Holders (including through the Security Agent) to exercise or enforce any right under, or to enforce any Security Interest created by the Security Documents, or (iii) the Issuer or any other Group Company repudiates or rescinds an Issue Document, purports to repudiate or rescind an Issue Document to repudiate or rescind an Issuer Document;
| 9.18 | Breach of contract |
|---|
if any payment default or event or circumstance occurs which, with the giving of notice, lapse of time, determination of materiality, the fulfillment of any other applicable condition or any combination of the foregoing constitutes a default (howsoever described) by the Issuer under any material contract (including, without limitation, any leasing contracts) to an extent or in a manner which will have a Material Adverse Effect it being understood that as from the day the notice of that circumstance is given by the Representative (acting on instructions of the Majority Holders) to the Issuer, a ten (10) Business Day period of grace will commence during which the Representative (acting on instructions of the Majority Holders) may not seek the repayment of the sums owed by the Issuer under the Issue Documents in order for the Issuer, or as the case may be, its shareholders, either (i) to organize the repayment of these sums or (ii) to take all necessary actions which in the sole opinion of the Representative (acting on instructions of the Majority Holders acting reasonably) are of nature to enable the Issuer to continue to perform its obligations under the Agreement in all its material provisions until the Final Redemption Date;
| 9.19 | Material adverse change |
|---|
the occurrence of any facts, circumstances, event which have a Material Adverse Effect, it being understood that as from the day the notice of that circumstance is given by the Representative (acting on instructions of the Majority Holders) to the Issuer, a ten (10) Business Day period of grace will commence during which the Representative (acting on instructions of the Majority Holders) may not seek the repayment of the sums owed by the Issuer under the Issue Documents, in order for the Issuer, or as the case may be, its shareholders, either (i) to organize the repayment of these sums or (ii) to take all necessary actions which in the sole reasonable opinion of the Representative (acting on instructions of the Majority Holders) are of nature to enable the Issuer to continue to perform its obligations under the Agreement in all its material provisions until the Final Redemption Date;
| 9.20 | Invalidity |
|---|---|
| 9.20.1 | any<br> provision of the Issue Documents proves to have been or becomes invalid or unenforceable,<br> or a Security Interest created by the Security Documents proves to have been or becomes invalid<br> or unenforceable or such a Security Interest proves to have ranked after, or loses its priority<br> to, another Security Interest of a third party or any other third party claim or interest,<br> provided however that if the Issuer and/or any Group Company proposes replacement security<br> which the Holder accepts, and such replacement security is constituted in a manner acceptable<br> to the Holder within such period of time as the Holder may require, such event shall cease<br> to constitute an Event of Default; |
| --- | --- |
| 9.20.2 | the<br> security constituted by the Security Documents is in any way materially imperilled or in<br> jeopardy (including by way of depreciation in value beyond a normal depreciation) provided<br> however that if the Issuer and/or any Group Company proposes replacement security which the<br> Holders accept, and such replacement security is constituted in a manner acceptable to the<br> Holders within such period of time as the Holders may require, such event shall cease to<br> constitute an Event of Default; or |
| --- | --- |
| 9.20.3 | any<br> event of default (howsoever described) specified in the Security Documents shall occur; |
| --- | --- |
| 9.21 | Termination Event |
| --- | --- |
| 9.21.1 | failure<br> to achieve the Primary Composite Endpoint of the Phase III NATiV3 Clinical Trial or any adverse<br> regulatory outcome in respect thereof (the “Termination Event”); |
| --- | --- |
| 9.21.2 | notwithstanding<br> Article 9.21.1, if any of the Key Secondary Endpoints is met, the Termination Event<br> may be cured during the Cure Period by completion of the T3 Warrant Exercise (it being specified<br> that the proceeds thereof shall be fully funded and received in cash by the Issuer); |
| --- | --- |
17
| 9.21.3 | In<br> the scenario where the Primary Composite Endpoint of the Phase III NATiV3 Clinical Trial<br> is missed, during the Cure Period: |
|---|---|
| (a) | the<br> minimum amount of cash required to be held by the Issuer in bank accounts located in the<br> United States and/or Luxembourg pursuant to the Subscription Agreement shall be no less than<br> one hundred per cent (100%) of the aggregate principal amount then outstanding under the<br> Amortized Bonds and the OCA, until completion of the T3 Warrant Exercise; |
| --- | --- |
| (b) | if<br> the aggregate outstanding principal amount under the Tranche A and Tranche B Amortized Bonds<br> exceeds ten per cent (10%) of the Post-Results Market Capitalisation, the Holders shall have<br> the right to require the Issuer to prepay the Tranche B Amortized Bonds (such prepayment<br> to be applied pari passu across each Tranche) so as to reduce the combined outstanding principal<br> amount of Tranche A and Tranche B Amortized Bonds to the greater of (i) fifty million<br> Euros (EUR 50,000,000) and (ii) ten per cent (10%) of the Post-Results Market Capitalisation.<br> No prepayment fees shall apply to any prepayment effected under this paragraph (b), it being<br> specified that any unpaid interest and fees, including the End of Commitment Fee, shall remain<br> payable on the date of such prepayment; and |
| --- | --- |
| (c) | by<br> no later than the thirtieth (30th) day of the Cure Period, the Issuer shall provide the Holders<br> with evidence, to the reasonable satisfaction of the Holders (such satisfaction not to be<br> unreasonably withheld), that at least fifty million Euros (EUR 50,000,000) of T3 Warrant<br> Exercise are expected to occur (whether through exercise notices already received or other<br> evidence). Failing such evidence, the Holders may, at any time thereafter and for so long<br> as the T3 Warrant Exercise has not been completed, declare the Termination Event. |
| --- | --- |
| 9.21.4 | If<br> the T3 Warrant Exercise has been completed during the Cure Period, then upon expiry thereof: |
| --- | --- |
| (a) | the<br> Issuer shall make a mandatory prepayment so as to reduce the aggregate outstanding principal<br> amount under the Amortized Bonds and the OCA to no greater than seven point five per cent<br> (7.5%) of the Post-Cure Market Capitalisation; any such prepayment shall be applied first<br> to Tranche B Amortized Bonds and thereafter to Tranche A; |
| --- | --- |
| (b) | if<br> the Post-Cure Market Capitalisation is below four hundred million Euros (EUR 400,000,000),<br> the Holders shall have the right to require the full repayment of any principal amount then<br> outstanding under each Tranche; |
| --- | --- |
| (c) | no<br> prepayment fees shall apply to any mandatory prepayment effected pursuant to paragraphs (a) and<br> (b) above, it being specified that any unpaid interest and fees, including the End of<br> Commitment Fee, shall remain payable on the date of such prepayment. |
| --- | --- |
| 9.22 | Occurrence of an Event of Default |
| --- | --- |
| 9.22.1 | On<br> or at any time following the occurrence of any Event of Default the Representative (acting<br> on the instructions of the Majority Holders) may: |
| --- | --- |
| (a) | serve<br> on the Issuer a notice stating that all obligations of the Holders to the Issuer under this<br> Agreement including (without limitation) the obligation to subscribe for Tranche B Amortized<br> Bonds (or any tranche thereof) are terminated; |
| --- | --- |
| (b) | serve<br> on the Issuer a notice stating that, the Amortized Bonds, all interest and all other amounts<br> accrued, owing or payable under the Issue Documents are immediately due and payable; |
| --- | --- |
| (c) | declare<br> the Security Documents to be enforceable; and/or |
| --- | --- |
| (d) | take<br> any other action which, as a result of the Event of Default or any notice served under paragraphs<br> (a) to (c) above, the Issuer is entitled to take under the Security Documents or<br> any applicable law; |
| --- | --- |
| 9.22.2 | In<br> addition, on or at any time following of any Event of Default, and on the service of a notice<br> under Article 9.22.1: |
| --- | --- |
| (a) | all<br> the obligations of the Holders to the Issuer under this Issue Documents shall terminate; |
| --- | --- |
| (b) | the<br> following sums shall become immediately due and payable: |
| --- | --- |
| (i) | the<br> principal Outstanding Amount of the Amortized Bonds (including all accrued and capitalized<br> PIK Interest); |
| --- | --- |
18
| (ii) | all<br> accrued and unpaid interest (including all accrued and uncapitalised PIK Interest); |
|---|---|
| (iii) | in<br> respect of each Tranche, the aggregate of the Cash Interest and PIK Interest scheduled still<br> to be paid by the Issuer and/or capitalised (including interest on such amounts to be capitalised)<br> on each relevant Interest Payment Date for the period from the date of service of the notice<br> under Article 9.22.1 to the expiry of the Final Redemption Date by way of compensation<br> for any loss of profit that otherwise would have accrued to the Holders if an Event of Default<br> had not occurred; |
| --- | --- |
| (iv) | all<br> unpaid fees, costs and expenses; including the End of Commitment Fee; and |
| --- | --- |
| (v) | all<br> other sums payable by the Issuer (or any other Group Company) to the Holders under the Issue<br> Documents; |
| --- | --- |
| 9.22.3 | The<br> Representative (acting on the instructions of the Majority Holders), may waive any Default<br> or Event of Default hereunder, prior to or after the event or events giving rise thereto,<br> provided that such waiver may be effected only by written notice provided by the Representative<br> (acting on the instructions of the Majority Holders) to the Issuer to that effect; it being<br> understood and acknowledged, that if and so long as no notice of waiver of a Default or an<br> Event of Default was so provided, such Default or Event of Default shall be deemed as having<br> occurred and in effect for all purposes hereunder (subject to the Issuer’s right to<br> remedy a Default). |
| --- | --- |
| 10 | Register and certificates |
| --- | --- |
| 10.1 | In<br> accordance with Article L. 211-3 of French Monetary and Financial Code (Code monétaire et financier), the Tranche B Amortized Bonds shall be held in nominative form (forme nominative) and will be compulsorily recorded in securities accounts and records held<br> by the Issuer or the Registrar, as the case may be. |
| --- | --- |
| 10.2 | Consequently,<br> the Holders rights will be recorded in securities accounts (inscription en compte)<br> opened in their name on the corporate register (the “Register”) which<br> will be held by an authorized agent. |
| --- | --- |
| 10.3 | No<br> physical document evidencing title to the Tranche B Amortized Bonds (including representative<br> certificates pursuant to Article R. 211-7 of the French Monetary and Financial Code<br> (Code monétaire et financier)) will be issued to represent the Tranche B Amortized<br> Bonds. |
| --- | --- |
| 10.4 | In<br> accordance with Articles L. 211-15 and L. 211-17 of the French Monetary and Financial Code<br> (Code monétaire et financier), and subject to Article 11, transfer of<br> the Tranche B Amortized Bonds will be made by transfer from account to account and the transfer<br> of ownership of the Tranche B Amortized Bonds occur once they are recorded as book entries<br> in the acquirer’s securities account, and pursuant to the terms and conditions provided<br> herein. |
| --- | --- |
| 11 | Transmission and transfer |
| --- | --- |
| 11.1 | The<br> Holders will be recognized by the Issuer as entitled to the Tranche B Amortized Bonds they<br> hold free from any equity set-off or cross-claim on the part of the Issuer against the original<br> or any intermediate holder of such Tranche B Amortized Bonds. |
| --- | --- |
| 11.2 | The<br> Tranche B Amortized Bonds shall be freely transferrable, subject to obtaining the written<br> consent of the Issuer prior to such transfer, unless such transfer is: |
| --- | --- |
| (a) | to<br> another Holder; |
| --- | --- |
| (b) | to<br> a fund which is a Related Fund of the transferor Holder; or |
| --- | --- |
| (c) | made<br> at a time when a Major Transfer Event of Default is continuing (for the purpose of this clause,<br> "Major Transfer Event of Default" means an Event of Default which is continuing<br> under Clauses 9.1 (Non-payment), 9.7 (Cross-default), 9.8 (Insolvency proceedings)<br> or 9.9 (Insolvency)). |
| --- | --- |
| 11.3 | The<br> consent of the Issuer must not be unreasonably withheld or delayed. The Issuer will be deemed<br> to have given its consent ten (10) Business Days after the Holder has requested it unless<br> consent is expressly refused by the Issuer within that time. |
| --- | --- |
19
| 11.4 | Notwithstanding<br> the above, no assignments or transfers of any of rights or transfers (including by way of<br> novation) of any rights and obligations under any Issue Document are permitted: |
|---|---|
| (a) | to<br> an Industrial Competitor of the Group; |
| --- | --- |
| (b) | to<br> a Loan-to-Own Investor unless a Major Transfer Event of Default is continuing; |
| --- | --- |
| (c) | to<br> a person or entity resident, incorporated in a Non-Cooperative Jurisdiction or acting through<br> an office through which it will perform its obligations under this Agreement or the office<br> in the jurisdiction in which it is resident for tax purposes is situated in a Non-Cooperative<br> Jurisdiction. |
| --- | --- |
| 11.5 | Transfers<br> of the Tranche B Amortized Bonds shall be effected by an instrument in writing in the usual<br> common form signed by the transferor and shall be notified to the Issuer at the latest thirty<br> (30) Business Days prior to the transmission or transfer. Such notice shall include the specific<br> identity of the transmittee(s) or transferee(s) and a confirmation from the transmittee(s) or<br> transferee(s) of its adhesion to the terms of this Agreement and the other Issue Documents. |
| --- | --- |
| 11.6 | Any<br> transferee or assignee that becomes a Holder, by whatever means and for whatever reason,<br> shall have the benefit of, and be subject to, all of the rights and obligations arising under<br> this Agreement as regards Tranche B Amortized Bonds. |
| --- | --- |
| 11.7 | The<br> Tranche B Amortized Bonds shall not be offered to the public for subscription or purchase<br> and shall not be capable of being dealt in on any stock exchange and no application shall<br> be made to any stock exchange for permission to deal in or for an official or other quotation<br> for the Tranche B Amortized Bonds. |
| --- | --- |
| 12 | Procedures for payment |
| --- | --- |
Any principal, interest or other moneys repayable or payable hereunder on or in respect of any Tranche B Amortized Bonds may be paid by transfer to the bank account designated in writing by the Representative.
At the time of Issue, this account shall be:
[***]
Each payment shall discharge the Issuer.
20
| 13 | Representative |
|---|---|
| 13.1 | The Masse |
| --- | --- |
| 13.1.1 | In<br> accordance with the provisions of Article L.228-46 of the French Code de Commerce, the Holders shall form a group (masse) with legal personality represented by the<br> Representative (representant de la masse) (the “Representative”)<br> which appointment and powers are defined hereafter. |
| --- | --- |
| 13.1.2 | The<br> statutory provisions in relation to the masse and the représentant de la masse shall apply to the Issue. |
| --- | --- |
| 13.1.3 | The<br> powers of the masse shall be defined in accordance with the relevant provisions of the French<br> Code de Commerce. |
| --- | --- |
| 13.1.4 | In<br> accordance with the provisions of Article L.228-47 of the French Code de Commerce, Kreos is hereby appointed as first Representative (représentant de la masse). In case of resignation of Kreos, any new Representative shall be appointed by a general<br> meeting of the Holders held for that purpose or otherwise in accordance with the provisions<br> of the French Code de Commerce. It being specified for the avoidance of doubt that<br> whenever all outstanding Tranche B Amortized Bonds are held by a single Holder, regardless<br> of whether a person or a company, that Holder shall personally exercise all the rights of<br> the Representative and shall have all rights that may be attributed to the Representative<br> by applicable statutory provisions and this Agreement. |
| --- | --- |
| 13.2 | Remuneration |
| --- | --- |
The Representative will not be remunerated for its mission.
| 13.3 | Meetings of Holders |
|---|---|
| 13.3.1 | A<br> general assembly of the Holders may be held at any time at the registered office of the Issuer<br> or in any other place indicated in the notice calling the assembly. |
| --- | --- |
| 13.3.2 | The<br> general assembly of Holders shall be called and held in accordance with the law. |
| --- | --- |
| 13.3.3 | All<br> resolutions of the general assembly shall be adopted by the Majority Holders. For the purposes<br> of any such resolution, each Tranche B Amortized Bond that has not been redeemed shall give<br> the right to one (1) vote. |
| --- | --- |
| 13.4 | Written consultation of the Holders |
| --- | --- |
The Holders shall be consulted, and all decisions of the Holders shall be taken, by means of a written consultation conducted in accordance with the provisions of article 12.2 (Written Consultation) (a "Written Consultation") to the extent permitted by applicable law*:*
| (a) | Any<br> request for a Written Consultation must be sent to the relevant Holders and (i) to the<br> Issuer (if it emanates from the Representatives) or (ii) to the Holders (if it emanates<br> from the Issuer). |
|---|---|
| (b) | Each<br> request for a Written Consultation shall indicate the response period for the relevant Holders,<br> which may not be less than five (5) Business Days from (and excluding) the date on which<br> the request is sent, except if the Majority Holders waive such period in the Written Consultation. |
| --- | --- |
| (c) | The<br> requests for Written Consultation may be made by email. In such case, the email must contain,<br> including in the form of attachments, all information and documents relating to the subject<br> matter of the consultation. |
| --- | --- |
| (d) | Each<br> relevant Holder shall indicate in writing or by email to the Representatives its response(s) to<br> the resolutions that are the subject of the Written Consultation (in the absence of a response<br> within the time limit, the relevant Holder shall be deemed to have rejected the resolutions).<br> Upon expiry of the response period set out in the request for Written Consultation, or when<br> the Representatives have received the responses of all the relevant Holders, it shall determine<br> whether the corresponding decision(s) has or have been adopted or rejected by the Holders<br> consulted, and shall promptly notify the Issuer, the Holders and each of the Holders thereof. |
| --- | --- |
| (e) | The<br> decisions of the Holders may also result from a written deed signed by all of the Holders,<br> in which case the above formalities shall not apply. |
| --- | --- |
21
| 13.5 | Representative's Duties |
|---|
The Representative shall:
| (a) | send<br> to each Holder details of each communication delivered to it by the Issuer for that Holder<br> under any Issue Document (and by the Issuer pursuant to Article L. 228-55 of the French<br> Code de Commerce) as soon as reasonably practicable after receipt; |
|---|---|
| (b) | for<br> all matters requiring, legally or under the provisions of this Agreement, the consent of<br> the Majority Holders, act in accordance with any instructions from the Majority Holders or,<br> if so instructed by the Majority Holders, refrain from exercising a right, power or discretion<br> vested in it under any Issue Document; |
| --- | --- |
| (c) | have<br> only those duties, obligations and responsibilities expressly specified in the Issue Documents; |
| --- | --- |
| 13.5.2 | promptly<br> notify each Holder (y) of the occurrence of any Event of Default; and (z) if the<br> Representative receives notice from the Issuer referring to this Agreement, describing an<br> Event of Default and stating that the circumstance described is an Event of Default, of the<br> receipt and content of such notice. |
| --- | --- |
| 13.6 | Representative's Rights |
| --- | --- |
| 13.6.1 | The<br> Representative may: |
| --- | --- |
| (a) | perform<br> any of its duties, obligations and responsibilities under the Issue Documents by or through<br> its personnel, delegates or agents (on the basis that it may extend the benefit of any indemnity<br> received by it under the Agreement to its personnel, delegates or agents); |
| --- | --- |
| (b) | except<br> as expressly provided to the contrary in any Issue Document, refrain from exercising any<br> right, power or discretion vested in it under the Issue Documents until it has received instructions<br> from the Majority Holders or, where relevant, all the Holders; |
| --- | --- |
| (c) | refrain<br> from doing anything which would or might in its opinion be contrary to any law, regulation<br> or judgment of any court of any jurisdiction or otherwise render it liable to any person<br> and may do anything which is in its opinion necessary to comply with any such law, regulation<br> or judgment; |
| --- | --- |
| (d) | assume<br> that no Event of Default is continuing, unless an officer of the Representative while active<br> on the account of the Issuer acquires actual knowledge to the contrary; |
| --- | --- |
| (e) | refrain<br> from taking any step (or further step) to protect or enforce the rights of any Holder under<br> any Issue Document until it has been indemnified and/or secured to its satisfaction against<br> all losses (including legal fees) which it would or might sustain or incur as a result; |
| --- | --- |
| (f) | rely<br> on any communication or document believed by it to be genuine and correct and assume that<br> any communication or document has been communicated or signed by the person by whom it purports<br> to be communicated or signed; |
| --- | --- |
| (g) | rely<br> as to any matter of fact which might reasonably be expected to be within the knowledge of<br> the Issuer in a statement by or on behalf of the Issuer; and |
| --- | --- |
| (h) | obtain<br> and pay for any legal or other expert advice or services which may seem necessary or desirable<br> to it and rely on any such advice. |
| --- | --- |
| 13.6.2 | Neither<br> the Representative nor any of its personnel or agents shall be: |
| --- | --- |
| (a) | responsible<br> for the adequacy, accuracy or completeness of any representation, warranty, statement or<br> information in any Issue Document or any notice or other document delivered under any Issue<br> Document; |
| --- | --- |
| (b) | responsible<br> for the execution, delivery, validity, legality, adequacy, enforceability or admissibility<br> in evidence of any Issue Document; |
| --- | --- |
| (c) | obliged<br> to enquire as to the occurrence or continuation of an Event of Default or as to the accuracy<br> or completeness of any representation or warranty made by the Issuer under any Issue Document; |
| --- | --- |
22
| (d) | responsible<br> for any failure of the Issuer or any of the Holder duly and punctually to observe and perform<br> their respective obligations under any Issue Document; |
|---|---|
| (e) | responsible<br> for the consequences of relying on the advice of any professional advisers selected by any<br> of them in connection with any Issue Document; |
| --- | --- |
| (f) | liable<br> for acting (or refraining from acting) in what it believes to be in the best interests of<br> the Holders in circumstances where it has been unable, or it is not practicable, to obtain<br> the instructions of the Holders or the Majority Holders (as the case may be); or |
| --- | --- |
| (g) | liable<br> for anything done or not done by it under or in connection with any Issue Document, except<br> in the case of its own gross negligence or wilful misconduct. |
| --- | --- |
| 13.7 | Representative<br> Individually |
| --- | --- |
| 13.7.1 | If<br> it is a Holder, the Representative shall have the same rights and powers under the Issue<br> Documents as any other Holder and may exercise those rights and powers as if it were not<br> also acting as the Representative. |
| --- | --- |
| 13.7.2 | The<br> Representative may accept deposits from, lend money to, provide any advisory, trust or other<br> services to or engage in any kind of banking or other business with any Holder or any Subsidiary<br> thereof (and, in each case, may do so without liability to account). |
| --- | --- |
| 13.7.3 | If<br> the Representative resigns, the resignation of the retiring Representative shall become effective<br> upon the appointment of a successor. |
| --- | --- |
| 13.8 | Communications<br> and Information |
| --- | --- |
| 13.8.1 | All<br> communications to the Issuer in connection with the Issue Documents are to be made by or<br> through the Representative. |
| --- | --- |
| 13.8.2 | The<br> Representative shall transmit to each other Holder any information obtained and any notices<br> received or served in connection with the Tranche B Amortized Bonds or this Agreement. The<br> Representative will not be obliged to transmit to any other Holder any information relating<br> to any party to any Issue Document which the Representative may have acquired otherwise than<br> in connection with the Tranche B Amortized Bonds or the Issue Documents. |
| --- | --- |
| 13.8.3 | Notwithstanding<br> anything to the contrary expressed or implied in any Issue Document, the Representative shall<br> not, as between itself and the other Holders, be bound to disclose to any other Holder or<br> other person any information, disclosure of which might in the opinion of the Representative<br> result in a breach of any law or regulation or be otherwise actionable at the suit of any<br> person. |
| --- | --- |
| 13.9 | Non-Reliance<br> on Representative |
| --- | --- |
Each Holder confirms that it is (and will at all times continue to be) solely responsible for making its own independent investigation and appraisal of the business, operations, financial condition, creditworthiness, status and affairs of the Issuer and has not relied, and will not at any time rely, on the Representative:
| 13.9.1 | to<br> provide it with any information relating to the business, operations, financial condition,<br> creditworthiness, status and affairs of the Issuer, whether coming into its possession before<br> or after the Issuance Date, except as specifically provided otherwise in this Agreement;<br> or |
|---|---|
| 13.9.2 | to<br> check or enquire into the adequacy, accuracy or completeness of any information provided<br> by the Issuer under or in connection with any Issue Document (whether or not that information<br> has been or is at any time circulated to it by the Representative); or |
| --- | --- |
| 13.9.3 | to<br> assess or keep under review the business, operations, financial condition, creditworthiness,<br> status or affairs of the Issuer. |
| --- | --- |
| 13.10 | Representative's<br> Indemnity |
| --- | --- |
| 13.10.1 | Each<br> Holder shall on demand indemnify the Representative (in proportion to that Holder's number<br> of Tranche B Amortized Bonds at the relevant time) against any loss incurred by the Representative<br> in complying with any instructions from the Holders or the Majority Holders (as the case<br> may be) or otherwise sustained or incurred in connection with the Issue Documents or its<br> duties, obligations and responsibilities under the Issue Documents, except to the extent<br> that it is incurred as a result of the gross negligence or wilful misconduct of the Representative<br> or any of its personnel. |
| --- | --- |
23
| 13.10.2 | The<br> provisions of paragraph (i) above are without prejudice to any obligations of the Issuer<br> to indemnify the Representative under the Issue Documents. |
|---|---|
| 14 | Security agency, Calculation agency, Expert |
| --- | --- |
| 14.1 | Security<br> Agent appointment |
| --- | --- |
The Security Agent, appointed by the Subscribers under the Intercreditor Agreement, will act in the name and on behalf of both the Representative and the representative appointed under the OCA Issue Agreement, in relation to any Security granted under or pursuant to the Issue Documents.
| 14.2 | Release<br> of Security |
|---|
A release of any Security under the Security Documents other than in accordance with section 9.6 of the Subscription Agreement or any specific Security Document, shall require prior written consent of the Holders and the holders of OCA.
| 14.3 | Calculation<br> Agent, Expert |
|---|
The Issuer has appointed Conv-Ex Advisors Limited as equity-linked calculation agent (the “Equity-Linked Calculation Agent”) to perform such determinations as are expressly specified to be made by it in these Terms and Conditions.
The Issuer reserves the right at any time to modify or terminate the appointment of the Equity-Linked Calculation Agent and/or appoint a substitute Equity-Linked Calculation Agent or approve any change in the office through which such agent acts, in each case with the prior written consent of the Representative.
The Equity-Linked Calculation Agent is acting exclusively as an agent for, and upon request from, the Issuer. Neither the Equity-Linked Calculation Agent (acting in such capacity) nor any Expert appointed in connection with the Tranche B Amortized Bonds (acting in such capacity), shall have any relationship of agency or trust with, nor shall the Equity-Linked Calculation Agent (acting in such capacity) nor any Expert appointed as aforesaid (to the fullest extent permissible by law) shall be liable, nor shall they incur any liability as against, the Holders, the Representative, the Security Agent and (in the case of any determinations performed by an Expert) the Equity-Linked Calculation Agent.
The Equity-Linked Calculation Agent may, subject to the provisions of the Calculation Agency Agreement to be entered into between the Issuer and the Equity-Linked Calculation Agent at the latest on the Issuance Date, consult on any matter (including but not limited to, any legal matter), with any legal or other professional adviser and it shall be able to rely upon, and it shall not be liable and shall incur no liability as against the Issuer, the Representative, the Holders or the Security Agent in respect of anything done, or omitted to be done, relating to that matter in good faith in accordance with that adviser’s opinion.
If in the reasonable determination of the Issuer or any Holder any doubt shall arise as to whether an adjustment is to be made to any other determination specified to be made in these Terms and Conditions, or which is made, by the Calculation Agent, following consultation between the Issuer, the Holders and the Equity-Linked Calculation Agent an Expert shall be required to be deliver a written opinion in respect of such determination and such written opinion shall be conclusive and binding on the Issuer, the Holders, the Representative and the Equity-Linked Calculation Agent, save in the case of wilful default, bad faith or manifest error.
| 15 | Remedies and waivers |
|---|---|
| 15.1 | No<br> failure or delay on the part of the Holders or the Representative to exercise any power,<br> right or remedy shall operate as a waiver thereof nor shall any single or partial exercise<br> or waiver of any power, right or remedy preclude its further exercise or the exercise of<br> any other power, right or remedy. |
| --- | --- |
| 15.2 | All<br> rights of the Holders contained in this Agreement are in addition to all rights vested or<br> to be vested in it pursuant to the other Issue Documents, common law or statute. |
| --- | --- |
24
| 15.3 | Each<br> Party hereby acknowledges that the provisions of article 1195 of the French Code civil shall<br> not apply to it with respect to its obligations under the Issue Documents and that it shall<br> not be entitled to make any claim under article 1195 of the French Code civil. |
|---|---|
| 16 | Severability |
| --- | --- |
| 16.1 | Each<br> of the provisions of this Agreement and any Issue Document is severable and distinct from<br> the others and if at any time one or more of such provisions is or becomes invalid, illegal<br> or unenforceable the validity, legality and enforceability of the remaining provisions hereof<br> shall not in any way be affected or impaired thereby. |
| --- | --- |
| 16.2 | In<br> such case, the Parties shall do their best effort to take appropriate actions to replace<br> such provision with an economically equivalent provision which is valid, legal and enforceable. |
| --- | --- |
| 17 | Indemnities |
| --- | --- |
| 17.1 | Without<br> prejudice to the Issuer’s other obligations under this Agreement and the Issue Documents,<br> the Issuer shall indemnify each Holder fully on demand in respect of all properly documented<br> expenses, liabilities and losses which are suffered or incurred by such Holder, as a result<br> of or in connection with: (i) any failure (for whatever reason) by the Issuer to make<br> payment of any amount due under this Agreement or any Issue Document on the due date or,<br> if so payable, on demand; (ii) the occurrence and/or continuance of an Event of Default<br> and/or the acceleration of repayment of the Tranche B Amortized Bonds; and (iii) any<br> breach or inaccuracy of any representation or warranty or any breach of any undertaking contained<br> in the Subscription Agreement or in this Agreement, and in respect of any taxes for which<br> a Holder is liable or held liable in connection with any amount paid or payable to such Holder<br> (whether for its own account or otherwise) under the Issue Documents. The Issuer shall not<br> be liable to any Holder to the extent that the relevant expense, liability, loss or tax is<br> attributable to the fraud, gross negligence, wilful misconduct by such Holder, and no Holder<br> shall be entitled to recover for the same loss more than once. |
| --- | --- |
| 17.2 | The<br> Issuer shall indemnify each Holder fully on demand in respect of properly documented claims,<br> demands, proceedings, liabilities, taxes, losses and expenses of every kind, including without<br> limitation legal fees and expenses, which may be made or brought against, or incurred by,<br> such Holder, in any country, in relation to any action lawfully taken under or in connection<br> with the Issue Documents by a Holder or by any receiver appointed under the Security Documents<br> after the occurrence of any Event of Default. |
| --- | --- |
| 18 | Litigation and evidence |
| --- | --- |
| 18.1 | In<br> any litigation or arbitration proceedings arising out of or in connection with this Agreement<br> or an Issue Document, the entries made in the accounts maintained by the Holders shall constitute<br> prima facie evidence of the matters to which they relate. |
| --- | --- |
| 18.2 | Any<br> certification or determination by the Representative of a rate or amount under this Agreement<br> or any Issue Document is, in the absence of manifest error, conclusive evidence of the matters<br> to which it relates. |
| --- | --- |
| 19 | Notices |
| --- | --- |
| 19.1 | All<br> notices, demands or other communications under or in connection with this Agreement may be<br> given by letter, email or other comparable means of communication addressed to the person<br> at the address identified with its signature below. |
| --- | --- |
| To<br> Issuer : | INVENTIVA S.A.<br><br> <br>To the attention of Mr. Andrew<br> Obenshain, Directeur Général<br><br> <br>50, rue de Dijon<br><br> <br>21121 DAIX<br><br> <br>France<br><br> <br><br><br> <br>E-mail:<br><br> <br><br><br> <br>With copy (for information<br>purposes) to:<br><br> <br>With copy (for information<br> purposes) to:<br><br> <br><br><br> <br>Maître Arnaud Duhamel<br><br> <br>Avocat associé<br><br> <br>Gide Loyrette Nouel A.A.R.P.I<br><br> <br>15 rue de Laborde, 75008<br> Paris<br><br> <br><br><br> <br>E-mail: |
| --- | --- |
25
| To<br> the Representative: | Kreos Capital VIII (UK) Ltd, c/o BlackRock Investment Management (UK) Limited – Private Debt-EMEA Venture & Growth Lending Group<br><br> <br>12 Throgmorton Avenue,<br> London EC2N 2DL<br><br> <br><br><br> <br>For<br>the attention of:<br><br> <br><br><br> <br>with copies to:<br><br> <br><br><br> <br>Email:<br><br> <br><br><br> <br>For<br>the attention of:<br><br> <br><br><br> <br>and:<br><br> <br><br><br> <br>The Office of the General<br> Counsel (EMEA) (Legal Transactions Group)<br><br> <br><br><br> <br>Email:<br><br> <br><br><br> <br>For<br>the attention of:<br><br> <br><br><br> <br>With copy to:<br><br> <br><br><br> <br>Claret European Specialty Lending Company IV, S.à r.l.<br><br> <br>412 F Route d'Esch<br><br> <br>2086 Luxembourg<br><br> <br>Grand Duchy of Luxembourg<br><br> <br><br><br> <br>Claret European Growth Capital Fund IV Aggregator LP<br><br> <br>412 F Route d'Esch<br><br> <br>2086 Luxembourg<br><br> <br>Grand Duchy of Luxembourg<br><br> <br><br><br> <br>Claret Kermode Specialty Lending Company II, S.à r.l<br><br> <br>412 F Route d'Esch<br><br> <br>2086 Luxembourg<br><br> <br>Grand Duchy of Luxembourg<br><br> <br><br><br> <br>and:<br><br> <br><br><br> <br>Claret Kermode Fund II, SCSp<br><br> <br>412 F Route d'Esch<br><br> <br>2086<br> Luxembourg<br><br> <br>Grand<br> Duchy of Luxembourg<br><br> <br><br><br> <br>Email:<br><br> <br>For<br>the attention of: |
|---|---|
| To the Security Agent: | GLAS SAS<br><br> <br>41<br> Avenue George V 75008 Paris<br><br> <br>France<br><br> <br>Email:<br><br> <br>For<br>attention of: |
26
| 19.2 | Any<br> such communication will be deemed to be given as follows: |
|---|---|
| (a) | if<br> personally delivered, at the time of delivery, as documented by a receipt; |
| --- | --- |
| (b) | if<br> by letter, on the date entered by the addressee on the receipt in the case of delivery by<br> hand or on |
| --- | --- |
| (c) | the<br> date when delivery is first attempted in the case of a recorded delivery letter with acknowledgement<br> of receipt; and |
| --- | --- |
| (d) | if<br> by email transmission or comparable means of communication during the business hours of the<br> addressee (before 5pm) Paris time then on the day of transmission, otherwise on the next<br> following Business Day. |
| --- | --- |
| 19.3 | In<br> proving such service it shall be sufficient to prove that personal delivery was made or that<br> such letter was properly stamped first class, addressed and delivered to the postal authorities<br> or in the case of email transmission or other comparable means of communication that a confirming<br> hard copy was provided promptly after transmission. |
| --- | --- |
| 20 | Governing law - Jurisdiction |
| --- | --- |
| 20.1 | This<br> Agreement is governed by and shall be construed in accordance with French law. |
| --- | --- |
| 20.2 | Any<br> dispute concerning the validity, interpretation or performance of this Agreement will be<br> submitted to the Tribunal des activités économiques (commercial court)<br> of Paris. |
| --- | --- |
| 21 | Electronic Signature |
| --- | --- |
In accordance with articles 1366 and 1367 of the French civil code (Code civil), this Agreement shall be signed electronically via DocuSign. Each of the Parties acknowledges that it has received all the information required for the electronic signature of the Agreement and that it has signed the Agreement electronically in full knowledge of the technology used and its terms and conditions, and consequently waives any claim and/or legal action challenging the reliability of this electronic signature system and/or its intention to enter into the Agreement in this regard. Furthermore, in accordance with the provisions of article 1375 of the French Civil code, the obligation to deliver an original copy to each of the Parties is not necessary as proof of the commitments and obligations of each Party to the Agreement. The delivery of an electronic copy of the Agreement directly by DocuSign to each Party shall constitute sufficient and irrefutable proof of the commitments and obligations of each Party to the Agreement.
27
On 2 June 2026
| INVENTIVA S.A. | KREOS CAPITAL VIII (UK) LTD ^1^ |
|---|---|
| By: Andrew Obenshain | By: BlackRock Investment Management (UK) Limited, its duly authorised attorney |
| Title: Chief Executive Officer (Directeur Général) | Name: Sean Dunne |
| Title: Managing Director | |
| Claret European Specialty Lending Company IV, S.à r.l | Claret European Specialty Lending Company IV, S.à r.l |
| By: Rajen Shah | By: Gaffyn Price |
| Title: Class A Manager | Title: Class B Manager |
| Claret Kermode Specialty Lending Company II, S.à r.l | Claret Kermode Specialty Lending Company II, S.à r.l |
| By: Rajen Shah | By: Gaffyn Price |
| Title: Class A Manager | Title: Class B Manager |
| GLAS SAS | KREOS CAPITAL VIII (UK) LTD ^2^ |
| By: Cheick Dialllo | By: BlackRock Investment Management (UK) Limited, its duly authorised attorney |
| Title: authorized signatory | Name: Aris Constantinides |
| Title: Managing Director |
^1^ Its Limited Partners include the KfW through the ERP-Zukunftsfonds – Wachstumsfazilität facility.
^2^ Its Limited Partners include the KfW through the ERP-Zukunftsfonds – Wachstumsfazilität facility.
28
List of Schedule
| Schedule 1 | Agreed<br>form Drawdown Notice |
|---|---|
| Schedule 2 | Agreed<br>form subscription form |
| Schedule 3 | Amortization<br>and Repayment |
29
Schedule1
AGREEDFORM DRAWDOWN NOTICE
30
Schedule2
AGREEDFORM SUBSCRIPTION FORM
31
INVENTIVA S.A.
Société anonyme au capital de 2.090.074,75 euros
Siège social : 50, rue de Dijon – 21121 Daix
537 530 255 RCS Dijon
(la "Société")
AMOUNTAND TERMS OF THE AMORTIZED BOND ISSUE
Issuance of 400 Tranche B Amortized Bonds (the “Bonds”) with a nominal value of one hundred thousand euros (EUR 100,000) each, representing a total borrowing of EUR 40,000,000.00, to be paid up in full in cash, the subscription of which is reserved to the companies Kreos Capital VIII (UK) Limited, Claret European Specialty Lending Company IV, S.à r.l. and Claret Kermode Specialty Lending Company II, S.à r.l. for 66.75%, 25.00% and 8.25%, respectively.
The issuance of the Bonds was decided on [●] by the Chief Executive Officer (Directeur Général) of the Company pursuant to the delegation granted by the Board of Directors of the Company on 29 May 2026, acting in execution of the delegation of authority granted by the general meeting of shareholders of the Company on 22 May 2025, and in accordance with an issuance agreement entitled “Tranche B Amortized Bonds Issue Agreement” entered into on 2 June 2026 and a framework agreement entitled “SubscriptionAgreement” entered into on the same date between the Company and, in particular, the companies Kreos Capital VIII (UK) Ltd, Claret European Specialty Lending Company IV, S.à r.l. and Claret Kermode Specialty Lending Company II, S.à r.l..
Subject to the terms and conditions of the issuance documents, the subscription will be received at the registered office of the Company from [●] 2026 to [●] 2026 inclusive.
The funds from the cash payments will be deposited in the account opened in the name of the Company in the books of CR CHAMPAGNE BOURGOGNE CAE DIJON bank (the “Account”).
SUBSCRIPTIONFORM
Kreos CapitalVIII (UK) Ltd, a company incorporated in England and Wales under registration number 16637390 whose registered office is at 5 Churchill Place, 10th Floor, London, United Kingdom, E14 5HU represented by [.], in his capacity as, duly authorised for the purposes hereof, ClaretEuropean Specialty Lending Company IV, S.à r.l., a limited company (société à responsabilitélimitée) incorporated under the laws of Luxembourg, having its registered office at 412F, Route d'Esch, L-1471 Luxembourg, registered under identification number B291023, represented by Rajen Shah, in his capacity as Class A Manager, and Gaffyn Price, in his capacity as Class B Manager, duly authorised for the purposes hereof, Claret Kermode Specialty Lending Company II, S.àr.l., a limited company (société à responsabilité limitée) incorporated under the laws of Luxembourg, having its registered office at 412F, Route d'Esch, L-1471 Luxembourg, registered under identification number B291766, represented by Rajen Shah, in his capacity as Class A Manager, and Gaffyn Price, in his capacity as Class B Manager, duly authorised for the purposes hereof, having reviewed the Tranche B Amortized Bonds Issue Agreement,
declare that they subscribe by this subscription form, of which the subscriber has retained a copy on plain paper, [●] ([●]) Tranche B Amortized Bonds and to pay up the amount of their subscription, being the sum of [●] euros (EUR [●]), less any amounts to be deducted or withheld as provided for in the issuance agreement entitled “Tranche B Amortized Bonds Issue Agreement” entered into on 2 June 2026 and the framework agreement entitled “Subscription Agreement” entered into on the same date between the Company and, in particular, the companies Kreos Capital VIII (UK) Ltd, Claret European Specialty Lending Company IV, S.à r.l. and Claret Kermode Specialty Lending Company II, S.à r.l., being the sum of [●] euros ([●]), representing the full nominal value of the Tranche B Bonds thus subscribed, by bank transfer to the Account.
On [●] 2026
In two copies
Kreos Capital VIII (UK) Ltd, Claret European Specialty Lending Company IV, S.à r.l. and Claret Kermode Specialty Lending Company II, S.à r.l., represented by [●] ^3^
^3^ Signature to be precededby the following statement: "Accepted for formal and irrevocable subscription of for hundred (400) Bonds.
32
Schedule3
AMORTIZATIONAND REPAYMENT
33
Schedule 5
Agreed form Tranche C Amortized Bonds Issue Agreement
54
| daTED | 2 JUNE 2026 |
|---|
(1) Inventiva S.A.
as issuer
(2) Kreos Capital VIII (UK) LTD
(3) Claret European Specialty Lending Company IV, S.à r.l
(4) Claret Kermode Specialty Lending Company II, S.à r.l
As Amortized Bonds Subscribers
(5) GLAS SAS
As SECURITY AGENT
ORIGINAL/COUNTERPART
TRANCHEC AMORTIZED BONDS ISSUE AGREEMENT
|
Reed Smith LLP<br><br> <br>112 avenue Kléber<br><br> 75116 Paris<br><br> France<br><br> <br>+33 (0)1 76 70 40 00<br><br> <br>Fax +33 (0)1 76 70 41 19<br><br> <br>reedsmith.com |
|---|
CONTENTS
clause
| 1 | definitions and interpretation | 3 |
|---|---|---|
| 2 | Issue and subscription | 7 |
| 3 | Purpose of the Issue | 8 |
| 4 | Ranking | 8 |
| 5 | Interest | 8 |
| 6 | Repayment, purchase and cancellation | 9 |
| 7 | Taxation | 10 |
| 8 | Undertakings | 12 |
| 9 | Events of default | 12 |
| 9.2 | Non-payment | 12 |
| --- | --- | --- |
| 9.4 | Breach of financial information obligations | 12 |
| 9.6 | Breach of other obligations | 13 |
| 9.8 | Intercreditor Agreement | 13 |
| 9.10 | Breach of ranking obligations | 13 |
| 9.12 | Breach of representation | 14 |
| 9.14 | Cross-default | 14 |
| 9.15 | Insolvency proceedings | 14 |
| 9.17 | Insolvency | 14 |
| 9.19 | Expropriation | 15 |
| 9.21 | Authority | 15 |
| 9.22 | Cessation of business | 14 |
| 9.23 | Audit qualification | 14 |
| 9.24 | Litigation | 14 |
| 9.25 | Change of Control | 14 |
| 9.26 | Validity of agreement | 14 |
| 9.27 | Unlawfulness | 14 |
| 9.28 | Breach of contract | 14 |
| 9.29 | Material adverse change | 15 |
| 9.30 | Invalidity | 15 |
| 9.31 | Occurrence of an Event<br>of Default | 15 |
| 10 | Register and certificates | 16 |
| --- | --- | --- |
| 11 | Transmission and transfer | 16 |
| 12 | Procedures for payment | 17 |
| 13 | Representative | 18 |
| 13.1 | The Masse | 18 |
| --- | --- | --- |
| 13.2 | Remuneration | 18 |
| 13.3 | Meetings of Holders | 18 |
| 13.4 | Written consultation of the Holders | 18 |
| 13.6 | Representative’s Duties | 19 |
| 13.7 | Representative’s Rights | 19 |
| 13.8 | Representative Individually | 20 |
| 13.9 | Communications and Information | 20 |
| 13.10 | Non-Reliance on Representative | 20 |
| 13.12 | Representative’s Indemnity | 21 |
| 14 | Security agency | 21 |
| --- | --- | --- |
| 14.1 | Security Agent appointment | 21 |
| --- | --- | --- |
| 14.3 | Release of Security | 21 |
| 15 | Remedies and waivers | 21 |
| --- | --- | --- |
| 16 | Severability | 21 |
| 17 | Indemnities | 22 |
| 18 | Litigation and evidence | 22 |
| 19 | Notices | 22 |
| 20 | Governing law - Jurisdiction | 24 |
| 21 | Electronic Signature | 24 |
Schedule
| Schedule 1 Agreed form Drawdown Notice | 27 |
|---|---|
| Schedule 2 Agreed form subscription form | 28 |
| Schedule 3 Amortization and repayment schedule | 30 |
THIS AGREEMENT dated 2 June 2026
BETWEEN:
| 1. | INVENTIVA, a limited company (société anonyme) incorporated under the laws<br>of France, having its registered office at 50, rue de Dijon – 21121 DAIX, France, registered under single identification number<br>537 530 255 RCS Dijon; |
|---|
(hereinafter referred to as the “Issuer” or the “Company”)
ON THE FIRSTPART
AND
| 2. | KREOS CAPITAL VIII (UK) LTD, a company incorporated in England and Wales under registration<br>number 16637390 whose registered office is at 5 Churchill Place, 10th Floor, London, United Kingdom, E14 5HU, (hereinafter referred<br>to as “Kreos”) |
|---|---|
| 3. | Claret European Specialty Lending Company IV, S.à r.l, a limited company (sociétéà responsabilité limitée) incorporated under the laws of Luxembourg, having its registered office at 412F, Route<br>d’Esch – L-1471 Luxembourg, registered under identification number B291023, (hereinafter referred to as “Claret 1”) |
| --- | --- |
| 4. | Claret Kermode Specialty Lending Company II, S.à r.l. a limited company (sociétéà responsabilité limitée) incorporated under the laws of Luxembourg, having its registered office at 412F Route<br>d’Esch, L-1471 Luxembourg, registered under identification number B291766, (hereinafter referred to as “Claret 2”) |
| --- | --- |
(Kreos, Claret 1 and Claret 2 being hereinafter referred to as the “Amortized Bonds Subscribers”)
ON THE SECOND PART
| 5. | GLAS SAS a simplified joint-stock company (société par actions simplifiée)<br>incorporated under the laws of France under registration number 838 225 290 whose registered office is at 41 Avenue George V 75008 Paris,<br>France (hereinafter referred to as “Security Agent”) |
|---|
ON THE THIRD PART
Issuer, Amortized Bonds Subscribers and Security Agent being hereinafter referred to individually as a “Party” and collectively as the “Parties”.
| 1 |
| --- |
Whereas
| (A) | The Amortized Bonds Subscribers are growth debt providers, the business of which consists in making investments<br>in high technology and life science companies throughout Europe. |
|---|---|
| (B) | The Issuer is a clinical-stage biopharmaceutical company focused on the research and development of oral<br>therapies for the treatment of patients with MASH. Since February 15, 2017, the Issuer’s shares<br>have been listed on the regulated market of Euronext Paris (“Euronext Paris**”**). Since 15 July 2020, the Issuer’s<br>American Depositary Shares have been listed on the New York stock exchange (NASDAQ Global Market). |
| --- | --- |
| (C) | In order to finance the development of the Issuer’s business<br>in general, including to refinance the EIB Financing, the Subscribers have agreed to make available to the Issuer an amount of EUR 130,000,000<br>in principal, in the form of amortized bonds and convertible bonds, which may be extended to EUR 150,000,000 in principal including the<br>Non-Committed Tranche as the case may be, subject to and upon the terms and conditions of the subscription agreement entered into between<br>the Issuer and Kreos Capital VIII (UK) LTD, Kreos Capital VIII Aggregator SCSp, Claret European Specialty Lending Company IV, S.à<br>r.l., Claret European Growth Capital Fund IV Aggregator LP, Claret Kermode Specialty Lending Company II, S.à r.l., Claret Kermode<br>Fund II, SCSp, and GLAS SAS on the date hereof (hereinafter referred to as the “Subscription Agreement”). |
| --- | --- |
| (D) | The Parties have agreed upon the terms and conditions of the Issue as set forth herein (the “Termsand Conditions”), being specified that concurrently with this Agreement, the Issuer Kreos<br>Capital VIII (UK) LTD, Claret European Specialty Lending Company IV, S.à r.l., Claret Kermode Specialty Lending Company II, S.à<br>r.l., as OCA Subscribers, and GLAS SAS as independent Security Agent, entered into a separate agreement defining the terms and conditions<br>governing the OCA to be issued in accordance with the Subscription Agreement (hereinafter referred to as the “OCA Issue Agreement”). |
| --- | --- |
| (E) | On 29 May 2026, the Issuer’s board of directors (Conseild’administration) (hereinafter referred to as the “Board of Directors”) approved the terms of this Agreement,<br>the execution of this Agreement by the Issuer’s chief executive officer (Directeur Général) and delegated its<br>powers to the Issuer’s chief executive officer (Directeur Général) for the issuance of the Tranche C Amortized<br>Bonds in accordance with the terms of this Agreement. |
| --- | --- |
| 2 |
| --- |
NOW, THEREFORE, ITHAS BEEN AGREED AS FOLLOWS:
| 1 | definitions and interpretation |
|---|---|
| 1.1 | In this Agreement, unless the context otherwise specifically provides, the following expressions shall<br>have the following meanings: |
| --- | --- |
Affiliate means, with respect to any person, any other person that directly or indirectly Controls, is Controlled by, or is under common Control with, such person. For the purposes of this definition, “Control” (contrôle) has the meaning assigned in article L.233-3 I and III of the French Commercial Code (Code de commerce);
Agreement shall have the meaning set forth in the heading hereof;
Amortized Bonds has the meaning ascribed to it in the Subscription Agreement;
**Amortized Bonds Subscriber(s)**has the meaning ascribed to it in the Subscription Agreement;
Board of Directors has the meaning assigned in section (F) of the preamble hereof;
Business Day means any day on which banks are generally open for business in France, London and Luxembourg, other than a Saturday or Sunday;
Cash Interest has the meaning ascribed to it in Article 5.1;
Change of Control means, without limitation, any of the following events (whether in one or in a series of transactions):
(a) any person or group of persons acting in concert (within the meaning of Article L. 233-10 of the French Commercial Code), gains control (within the meaning of Article L. 233-3 of the French Commercial Code) of the Issuer, whether by way of acquisition, subscription, exchange or any other transaction;
(b) any merger, occurs in respect of the Issuer;
(c) the Issuer ceases to have its shares admitted to trading on Euronext Paris or NASDAQ Global Market.
Charged Assets means the assets and undertaking of a Group Company charged or to be charged to the Holders from time to time pursuant to the Security Documents;
Claret means together Claret 1 and Claret 2;
Claret 1 shall have the meaning set forth in the appearances herein;
Claret 2 shall have the meaning set forth in the appearances herein;
Company has the meaning given to the term Issuer;
Completion Date has the meaning ascribed to it in the Subscription Agreement;
Conversion Shares means, in respect of any conversion of one or more Convertible Bonds pursuant to any one Conversion Notice, such ordinary shares of the Issuer as are required to be issued in respect of such conversion in accordance with these Terms and Conditions;
Default means an Event of Default or any event or circumstance specified in Article 9 which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Issue Documents or any combination of the foregoing) be an Event of Default;
Drawdown Date means a day on which all of the Tranche C Amortized Bonds are subscribed and paid up by the Amortized Bonds Subscribers;
| 3 |
| --- |
Drawdown Notice means a drawdown notice served in accordance with Article 2.3 in the form attached to this Agreement as Schedule 1 (as may be amended with the prior written consent of the Holders);
EIB means the European Investment Bank, located at 98-100, boulevard Konrad Adenauer, L-2950 Luxembourg, Grand Duchy of Luxembourg;
EIB Financing means all amounts outstanding under the existing unsecured finance agreement entered into on 16 May 2022 between the EIB and the Issuer, as amended;
End of Commitment Fee has the meaning ascribed to it in the Subscription Agreement;
Euronext Paris has the meaning assigned in section (B) of the preamble hereof;
Event of Default has the meaning ascribed to it in Article 9 (Events of Default);
Final Redemption Date means the earlier of (i) 1 April 2030, or (ii) the date of any Prepayment or acceleration of the Amortized Bonds or more generally such earlier date or dates as the same shall become repayable in accordance with this Agreement and/or the Subscription Agreement;
First Interest Payment Date means, the Drawdown Date;
Group means the Issuer and its direct and indirect Subsidiaries from time to time;
Group Company means any member of the Group;
Holder means any Tranche C Amortized Bonds Subscriber and any successor or assignee Person(s) entered in the securities register which the Issuer or the Registrar on its behalf, under this Agreement is required to maintain, as holder(s) of the Tranche C Amortized Bonds and as may be represented by the Representative (as defined below);
Indebtedness has the meaning ascribed to it in the Subscription Agreement;
Industrial Competitor means (a) any person whose primary business is substantially similar or in competition with the one carried out by the Group or (b) any affiliate of such person, but, in each case, shall exclude:
(a) any bank or financial institution which is primarily engaged in or established for the purpose of making, purchasing or investing in loans or other debt securities and which has appropriate information barriers in place between it and the Industrial Competitor;
(b) any fund or other entity that is an Affiliate of such an Industrial Competitor, and which is managed and controlled independently from the Industrial Competitor and which has appropriate information barriers in place between it and the Industrial Competitor
Intercreditor Agreement has the meaning ascribed to it in the Subscription Agreement;
Interest Only Period has the meaning ascribed to it in Article 6.2;
Interest Payment has the meaning ascribed to it in Article 5.2;
Interest Payment Date means, with respect to each Tranche, the First Interest Payment Date, and then the first Business Day of each subsequent calendar month;
Interest Period means a period commencing on and including an Interest Payment Date and ending on the day prior to the next following Interest Payment Date. Every Interest Period shall have a duration of one calendar month, being however specified that (i) in the event any Drawdown Date would not be the First Interest Payment Date, interest will accrue on the period elapsing between the Drawdown Date and the First Interest Payment Date in accordance with the provisions of Article 5.1 and 5.2 and (ii) the last Interest Period will commence on the date of the Interest Payment Date immediately preceding the Final Redemption Date and end on such Final Redemption Date;
Issue means the Tranche C Amortized Bonds issue decided by the chief executive officer (Directeur Général) of the Issuer pursuant to this Agreement;
| 4 |
| --- |
Issuer shall have the meaning set forth in the appearances herein;
Issue Documents has the meaning ascribed to it in the Subscription Agreement;
Loan-to-Own Investor means an entity whose principal investment strategy is the purchase of loans or other debt securities with a view to owning the equity or gaining control of a business, provided that, Affiliates or Related Funds of such persons which are (a) deposit taking financial institutions authorised by a financial services regulator or to carry out the business of banking and (b) managed and controlled independently of any such entity where such Affiliate or Related Fund is acting on the other side of effective information barriers or policy and procedures shall not be a Loan-to-Own Investor.
Major Transfer Event of Default has the meaning ascribed to it in Article 11.2;
Majority Holders means, at any time Holders holding at least 66.67% of the voting rights of the Holders attending that Holders’ general meeting at that time or represented thereat;
Material Adverse Effect has the meaning ascribed to it in the Subscription Agreement;
Monthly Repayment has the meaning ascribed to it in Article 6.1;
Non-Committed Tranche has the meaning ascribed to it in the Subscription Agreement;
Non-Cooperative Jurisdiction means an “Etat ou territoire non coopératif” (non-cooperative State or territory) as set out in the list referred to in article 238-0 A of the French Code général des impôts, as such list may be amended from time to time;
OCA has the meaning ascribed to it in the OCA Issue Agreement;
OCA Subscribers has the meaning ascribed to it in the OCA Issue Agreement;
Outstanding Amount means, at any time, the balance of the amounts due by the Issuer under this Agreement;
Participation Office means the office or offices notified by an Amortized Bonds Subscriber to the Issuer in writing on or before the date it becomes an Amortized Bonds Subscriber (or, following that date, by not less than five (5) Business Days’ written notice) as the office or offices through which it will hold the outstanding Amortized Bonds which are registered in its name;
Person shall mean and include an individual, a partnership, a corporation, a business trust, a joint stock company, a limited liability company, an unincorporated association or other entity and any domestic or foreign national, state or local government, any political subdivision thereof, and any department, agency, authority or bureau of any of the foregoing;
PIK Interest has the meaning ascribed to it in Article 5.3;
Pre-Funded Warrants means any securities issued by the Company under the form of pre-funded warrants (bons de souscription d’actions pré-financés);
Prepayment has the meaning ascribed to it in Article 6.3;
Qualifying Holder means a Holder which:
| (a) | fulfils the conditions imposed by French Law in order for a payment from the Issuer under the Issue Documents<br>not to be subject to (or as the case may be, to be exempt from) any Tax Deduction, subject to the completion of any necessary procedural<br>formalities; or |
|---|---|
| (b) | is a Treaty Holder; |
| --- | --- |
Redemption Date has the meaning ascribed to it in Article 6.1;
Register has the meaning ascribed to it in Article 10.2;
Registrar means Société Générale Securities Services or any other registrar appointed as such;
| 5 |
| --- |
Related Fund means, in relation to a fund (the first fund), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund;
Representative has the meaning ascribed to it in Article 13.1;
Security means any Security Interest granted under or pursuant to the Security Documents;
Security Documents has the meaning ascribed to it in the Subscription Agreement;
Security Interest has the meaning ascribed to it in the Subscription Agreement;
Shares means the ordinary shares of the Issuer with a nominal value of (as at the date hereof) €0.01 each (and each, a “Share”);
Subsidiaries means any subsidiary controlled by the Issuer within the meaning of article L. 233-3 I and III of the French Commercial Code (Code de commerce), from time to time;
Subscription Agreement has the meaning ascribed in section (C) of the preamble hereof;
T3 Warrants means the warrants issued by the Company on May 7, 2025;
T3 Warrant Exercise means the investors exercising the T3 Warrants of no less than EUR 100,000,000;
Tax has the meaning ascribed to it in the Subscription Agreement;
Tax Deduction means a deduction or withholding for on account of Tax from a payment under the Issue Documents;
Terms and Conditions shall have the meaning set forth in the heading hereof;
Tranche has the meaning ascribed to it in the Subscription Agreement;
Tranche A has the meaning ascribed to it in the Subscription Agreement;
Tranche B Amortized Bonds means the tranche of Amortized Bonds in an aggregate principal amount of up to forty million Euros (EUR 400), to be issued in full on the Completion Date in accordance with this Agreement and the Subscription Agreement;
Tranche C Amortized Bonds means the tranche of Amortized Bonds in an aggregate principal amount of up to fifty-five million Euros (EUR 55,000,000), to be issued in one drawdown during the Tranche C Issuance Period, subject to the conditions set out in this Agreement and in the Subscription Agreement;
Tranche C Issuance Period means the period commencing on the Completion Date and ending on 15 February 2027, during which the Issuer may, subject to the conditions set out in this Agreement and in the Subscription Agreement, request one drawdown of Tranche C Amortized Bonds in accordance with Article 2;
Treaty has the meaning ascribed to it in the definition of “Treaty State”;
Treaty State means a jurisdiction having a double taxation agreement with France (the “Treaty”), which makes provision for full exemption from Tax imposed by France on a payment from the Issuer under the Issue Documents;
Treaty Holder means a Holder which:
| (a) | is treated as resident of a Treaty State for the purposes of the Treaty; |
|---|---|
| (b) | does not carry on business in France through a permanent establishment with which that Amortized Bonds<br>Subscriber’s participation in the Issue is effectively connected; |
| --- | --- |
| 6 |
| --- | | (c) | is acting from a Participation Office situated in its jurisdiction of incorporation; and | | --- | --- | | (d) | fulfils any other conditions which must be fulfilled under the Treaty by residents of the Treaty State<br>for such residents to obtain exemption from Tax imposed by France on a payment from the Issuer under the Issue Documents, subject to the<br>completion of any necessary procedural formalities; | | --- | --- | | 1.2 | In this Agreement, except as otherwise provided or where clearly inconsistent in the light of the context: | | --- | --- | | (a) | words importing the singular include the plural and vice versa; | | --- | --- | | (b) | words denoting gender include every gender; | | --- | --- | | (c) | words denoting persons include bodies corporate or unincorporated; | | --- | --- | | (d) | an article, a section, clause, sub-clause or Schedule is a reference to an article, clause, sub-clause<br>or Schedule, as the case may be, of this Agreement as amended from time to time; | | --- | --- | | (e) | any provision of a statute shall be construed as a reference to that provision as amended, modified, re-enacted<br>or extended from time to time; | | --- | --- | | (f) | words and expressions in the French language defined in the French Commercial Code (Code de commerce)<br>or the French Monetary and Financial Code (Code monétaire et financier) as amended shall bear the same meanings herein,<br>and | | --- | --- | | (g) | capitalised terms not defined herein shall have the meaning given to them in the Subscription Agreement,<br>as amended from time to time. | | --- | --- | | 1.3 | The headings in this Agreement are for ease of reference only and shall not affect the construction of<br>this Agreement. | | --- | --- | | 1.4 | Should any conflicts occur between this Agreement and the Subscription Agreement or any ancillary contractual<br>document entered into between the parties, the Parties agree that the Subscription Agreement’s provisions shall prevail. | | --- | --- | | 1.5 | Terms used but not defined in this Agreement shall have the meaning ascribed to them in the Subscription<br>Agreement. | | --- | --- | | 1.6 | A Default (other than an Event of Default) is continuing if it has not been remedied or waived and any<br>reference to an Event of Default being continuing is a reference to an Event of Default that has not been waived by the Representative<br>(acting on the instructions of the Majority Holders). | | --- | --- | | 2 | Issue and subscription | | --- | --- | | 2.1 | The Tranche C Amortized Bonds will be issued by the Issuer, in one single tranche on the Tranche C Issuance<br>Period, in registered form exclusively reserved to the benefit, amongst others, of natural or legal persons (including companies), trusts<br>or investment funds, or other investment vehicles, in any form, established under French or foreign law, which regularly invest in the<br>pharmaceutical, biotechnological or medical technology sectors of which the Amortized Bonds Subscribers belong to, for a nominal amount<br>of fifty five million euros (EUR 55,000,000.00), with a par value of a hundred thousand euros (EUR 100,000) per Tranche C Amortized Bonds<br>as decided by the chief executive officer (Directeur Général) of the Issuer. The Tranche C Amortized Bonds will,<br>if issued, confer rights to the relevant Amortized Bonds Subscribers and any subsequent Holder as from their subscription. For the avoidance<br>of doubt, the issuance of the Tranche C Amortized Bonds is entirely at the discretion of the Company. Accordingly, even if all conditions<br>precedent to their issuance as listed in the Subscription Agreement are satisfied, the Company shall remain free not to proceed with such<br>issuance. | | --- | --- | | 2.2 | Each Holder represents and warrants that he belongs to one of the categories as defined under the 27th<br>resolution adopted by the General Meeting described above and is a “qualified investor” as defined under Article 2 (e) of<br>Regulation EU n°2017/1129. | | --- | --- |
| 7 |
| --- |
The Issuer shall provide the Amortized Bonds Subscribers with a Drawdown Notice no less than thirty (30) days prior to the issuance of Tranche C Amortized Bonds and such issuance shall be in a minimum principal amount of ten million euros (EUR 10,000,000).
| 2.3 | Following Receipt of a Drawdown Notice, the Amortized Bonds Subscribers will subscribe to a maximum amount<br>of to five hundred fifty (550) Tranche C Amortized Bonds requested in such notice, subject to the conditions precedent set forth in Article 3.2<br>of the Subscription Agreement, pursuant to a Drawdown Notice, concurrently only with the<br>subscription of the OCA under the OCA Issue Agreement, in accordance with the following breakdown: |
|---|---|
| Tranche C Amortized Bonds Subscribers | Proportion of Tranche C Amortized Bonds (assuming Tranche C will be issued in its maximum<br><br> <br>nominal amount)% |
| --- | --- |
| Kreos | 66.73% |
| Claret 1 | 24.91% |
| Claret 2 | 8.36% |
| 2.4 | Subscription of the Tranche C Amortized Bonds will be wholly paid up by the Amortized Bonds Subscribers,<br>by bank transfer, to the following account (the “Drawdown Account”): |
| --- | --- |
[***]
The payment by the Tranche C Amortized Bond Subscribers to the Drawdown Account, or to such other bank account as is agreed in writing between the Tranche C Amortized Bond Subscribers and the Issuer, shall constitute the subscription of the Tranche C Amortized Bonds (or the relevant part thereof) and the Issuer shall thereupon become indebted, as principal and direct obligor, to the Tranche C Amortized Bond Subscribers in an amount equal to the Tranche C Amortized Bonds (or the relevant part thereof) and all interest thereon and other payments due in connection therewith under this Tranche C Amortized Bonds Issue Agreement.
Concurrently with such transfer, each Tranche C Amortized Bonds Subscriber shall send to the Issuer a subscription form substantially in the same terms as the template attached as Schedule 2 hereto.
| 3 | Purpose of the Issue |
|---|---|
| 3.1 | The Issuer shall apply the proceeds of the Tranche C Amortized Bonds towards financing the development<br>of the Issuer’s business in general, including to refinance the EIB Financing (as defined in the Subscription Agreement) and agrees<br>that it will not use the whole or any part of the proceeds of the Issue in contravention of any applicable law. |
| --- | --- |
| 3.2 | Without prejudice to the above, the Amortized Bonds Subscribers shall not be under any obligation to monitor<br>or verify the application of the proceeds of the Issue. |
| --- | --- |
| 4 | Ranking |
| --- | --- |
| 4.1.1 | Each of the Tranche C Amortized Bonds shall rank pari passu equally and rateably inter se<br>with the OCA, with the Tranche B Amortized Bonds and with any bond issued under the Non-Committed Tranche, without any discrimination<br>or preference and as direct, unconditional, unsubordinated obligations, secured as set out in the Security Documents, being expressly<br>specified that any obligations and liabilities of the Issuer under this Agreement shall fall in the scope of secured obligations (ObligationsGaranties) as defined in the Security Documents. |
| --- | --- |
| 5 | Interest |
| --- | --- |
| 5.1 | The Tranche C Amortized Bonds shall bear cash-pay interest accruing on the principal Outstanding Amount<br>of such Tranche at the applicable fixed rate of eight point ninety per cent (8.90%) per annum (the “Cash Interest”). The<br>Cash Interest shall accrue from (and including) the Drawdown Date of the Tranche C Amortized Bonds and shall be payable monthly in advance<br>during the Interest Only Period and monthly in arrears thereafter, on each Interest Payment Date. |
| --- | --- |
| 8 |
| --- | | 5.2 | In the event the Drawdown Date of Tranche C Amortized Bonds does not fall on the first day of a calendar<br>month, Article 5.1 shall not apply to the first Interest Period, and an interim interest payment (the “Interim Payment”)<br>shall become payable in respect of the period from (and including) such Drawdown Date to (but excluding) the first day of the calendar<br>month immediately following such Drawdown Date. The Interim Payment shall accrue at the daily equivalent of the Cash Interest rate applicable<br>to the relevant Tranche and shall be due and payable in advance on the Drawdown Date. | | --- | --- | | 5.3 | In addition to the Cash Interest, Tranche C Amortized Bonds shall bear payment-in-kind interest accruing<br>on the principal Outstanding Amount of such Tranche (together with all accrued and unpaid interest thereon, including any previously capitalised<br>PIK Interest) of two point one per cent (2.10%) per annum (the “PIK Interest”). The PIK Interest shall be calculated<br>(on the basis of a 360-day year) and shall be capitalized annually in accordance with article 1343-2 of the French Civil Code. If calculated<br>over a period of less than a year, the PIK Interest shall be calculated on the basis of the number of days elapsed during the interest<br>period concerned divided by 360. The amount of interest due for each Holder shall be calculated by reference to the amount of the total<br>outstanding number of Tranche C Amortized Bonds held by the relevant Holder on the date of calculation of interest, the amount of such<br>payment being rounded to the nearest second decimal. It being specified that any accumulated and uncapitalised PIK Interest shall be due<br>and payable on the date of the final Monthly Repayment of the Tranche C Amortized Bonds. | | --- | --- | | 5.4 | Any default interest determined under Article 5.6 below (if unpaid) arising on an overdue amount<br>will be compounded with the overdue amount only if, within the meaning of article 1343-2 of the French civil code (Code civil), such interest<br>is due for a period of at least one year, but will remain immediately due and payable. | | --- | --- | | 5.5 | Each interest payment shall be made to the Holders, on each Interest Payment Date before 11.00 AM Paris<br>time, and the Holders shall be deemed, for the purpose of this Agreement, to be the holder, on such date for payment of interest, of the<br>Tranche C Amortized Bonds held by him on such preceding date notwithstanding any intermediate transfer or transmission of any such Tranche<br>C Amortized Bonds. | | --- | --- | | 5.6 | Time of payment of any sum due from the Issuer and its Subsidiaries is of the essence under this Agreement.<br>If the Issuer or any of its Subsidiaries fails to pay any amount payable by it under this Article 5 on its due date, the Issuer shall<br>pay to the Holders forthwith on demand, interest on such sum (compounded on an annual basis) from the due date to the date of actual payment<br>(as well after as before judgment) at a rate equal to the applicable Cash Interest plus five percent (5%) per annum during the period<br>of non-payment. If the Issuer or any of its Subsidiaries fails to pay any amount payable by it under this Article 9 within five (5) Business<br>Days after such sum is due and payable, the Issuer or its relevant Subsidiary shall pay to the Holders forthwith on demand, a one-off<br>late payment charge of three per cent (3)% of such sum, to compensate the Holders for additional administrative expense. | | --- | --- | | 6 | Repayment, purchase and cancellation | | --- | --- | | 6.1 | Unless the Tranche C Amortized Bonds have been subject to early redemption, or purchase and cancellation<br>under the conditions set forth below, following the expiry of the Interest Only Period (as defined in Article 6.2 below), the Issuer<br>shall redeem the principal Outstanding Amount of the Tranche C Amortized Bonds in monthly instalments comprising principal and Cash Interest<br>(each, a “Monthly Repayment”). Cash Interest shall be payable monthly in advance on the first day of each month during<br>the Interest Only Period and monthly in arrears following the Interest Only Period, and principal shall be payable monthly on the first<br>day of each month. The amount of each Monthly Repayment shall be determined by reference to the Outstanding Amount of the Tranche C Amortized<br>Bonds from time to time, for the avoidance of doubt not including any annual capitalisation of PIK Interest. | | --- | --- | | 6.2 | The Interest Only Period shall commence on the Drawdown Date and shall end on 31 March 2027, it being<br>specified that such period may be extended at the Issuer’s election: (i) until 31 December 2027, and (ii) thereafter, until<br>31 December 2028, by delivery to the Agent of satisfactory evidence of FDA approval of the new drug application (NDA) for Lanifibranor,<br>by no later than 15 Business Days prior to 31 December 2027 (the “Interest Only Period”). | | --- | --- | | 6.3 | The Issuer shall have the right, at any time but with no less than thirty (30) days’ prior written notice<br>to the Representative, to prepay in whole but not in part of the principal Outstanding Amount of Tranche C Amortized Bonds (a “Prepayment”),<br>being specified that the Issuer shall not be required to prepay any other Tranche simultaneously. | | --- | --- |
| 9 |
| --- | | 6.4 | The Prepayment shall be equal to the aggregate of: | | --- | --- | | (a) | In case of repayment during the Interest Only Period, a sum equal to (i) the principal Outstanding<br>Amount of Tranche C Amortized Bonds at the time of the prepayment, plus (ii) an aggregate of all remaining Interest Payments that<br>would have been paid until the Final Redemption Date, discounted to present value by applying a discount rate of 4% plus (iii) the<br>End of Commitment Fee (as well as any other unpaid fees, cash return compensation, or costs, if any). | | --- | --- | | (b) | In case of early repayment following expiry of the Interest Only Period: (i) within 12 months following<br>the end of the Interest Only Period, 103% of the principal Outstanding Amount of Tranche C Amortized Bonds at the time of the prepayment,<br>plus the End of Commitment Fee (as well as any other unpaid fees or costs, if any), (ii) within 24 months following the end of the<br>Interest Only Period, 102% of the principal Outstanding Amount of Tranche C Amortized Bonds at the time of the prepayment, plus the End<br>of Commitment Fee (as well as any other unpaid fees or costs, if any), and (iii) thereafter, 101% of the principal Outstanding Amount<br>of Tranche C Amortized Bonds at the time of the prepayment, plus the End of Commitment Fee (as well as any other unpaid fees or costs,<br>if any). | | --- | --- |
For the avoidance of doubt, principal Outstanding Amount of Tranche C Amortized Bonds shall include all accrued and capitalised PIK Interest.
The Prepayment may, and in certain circumstances shall, occur in the event that certain French taxes are imposed, in accordance with Article 7 (Taxation).
| 6.5 | Any Tranche C Amortized Bonds repaid by the Issuer shall be cancelled and the Issuer shall in no event<br>make another use of such repaid or purchased Tranche C Amortized Bonds (including by reselling them). |
|---|---|
| 6.6 | On the Drawdown Date, the Issuer shall also assign by way of security to the Representative the final<br>Monthly Repayment amount, making the assumption that the Interest Only Period shall end on 31 March 2027, in accordance with articles<br>2374 to 2374-6 of the French Civil code (Code civil), which shall accordingly be held by it and applied in or towards payment of<br>the last repayment in respect of the Tranche C Amortized Bonds issued on the Drawdown Date. |
| --- | --- |
| 6.7 | All payments to be made by the Issuer to the Holders under this Agreement and the other Issue Documents<br>shall be made in full, without (and free and clear of any deduction for) any set-off or counterclaim. |
| --- | --- |
| 7 | Taxation |
| --- | --- |
| 7.1 | All payments of principal and interest by or on behalf of the Issuer in respect of the Tranche C Amortized<br>Bonds shall be made free and clear of, and without a Tax Deduction of whatever nature imposed, levied or collected by or within any jurisdiction. |
| --- | --- |
| 7.2 | If French law should require that any payment of interest or principal in respect of the Tranche C Amortized<br>Bonds be subject to Tax Deduction with respect to any present or future taxes, duties or charges, the Issuer will, to the fullest extent<br>then permitted by law, pay such additional amounts as may be necessary in order that the Holders, after such Tax Deduction, receive the<br>full amount provided in such Tranche C Amortized Bonds to be then due and payable; provided, however, that if by reason of a change in<br>any law or regulation of France or any change in the official application or interpretation of such law or regulation, becoming effective<br>after the Drawdown Date, and if the Issuer would, on the occasion of the next payment of principal or interest due in respect of the Tranche<br>C Amortized Bonds, not be able to make such payment without having to pay additional amounts (and such payments cannot be avoided by reasonable<br>measures taken by the Issuer), the Issuer may at any time, but no earlier than thirty (30) calendar days prior to the effective date of<br>the such change, trigger a Prepayment on the outstanding Tranche C Amortized Bonds in accordance with the conditions of the Prepayment.<br>The provisions of the above paragraph do not apply where the Holder is subject to such taxes, duties or charges by reason of its having<br>some connection with France other than the mere holding of such Tranche C Amortized Bonds. |
| --- | --- |
| 7.3 | If the Issuer is required to make additional payments in accordance with the provisions of Article 7.2<br>above and if the Issuer would be prevented by law from making payment to the Holders of the full amount then due and payable (and the<br>obligation to make such additional payments cannot be avoided by reasonable measures taken by the Issuer), the Issuer shall trigger the<br>Prepayment of the outstanding Tranche C Amortized Bonds, at the earliest thirty (30) calendar days prior to the effective date of the<br>change referred to in Article 7.2 above and at the latest on the date on which the additional payments should have been made. |
| --- | --- |
| 10 |
| --- | | 7.4 | For the avoidance of doubt, a payment shall not be increased under paragraph 7.2 above by reason of a<br>Tax Deduction on account of Tax imposed by France, if on the date on which the payment falls due: | | --- | --- | | (i) | the payment could have been made to the relevant Holder without a Tax Deduction if such Holder had been<br>a Qualifying Holder, but on that date that Holder is not or has ceased to be a Qualifying Holder other than as a result of any change<br>after the date it became a Holder under the Issue Documents in (or in the interpretation, administration, or application of) any law or<br>double taxation agreement, or any published practice or published concession of any relevant taxing authority; or | | --- | --- | | (ii) | the relevant Holder is a Treaty Holder and the Issuer is able to demonstrate that the payment could have<br>been made to the Holder without the Tax Deduction had that Holder complied with its obligations under Article 7.7 below, | | --- | --- | | (iii) | provided that the exclusion for changes after the date a Holder became a Holder under this Tranche C Amortized<br>Bonds Issue Agreement in paragraph 7.4 (i) above shall not apply in respect of any Tax Deduction on account of Tax imposed by France<br>on a payment made to a Holder if such Tax Deduction is imposed solely because this payment is made to an account opened in the name of<br>or for the benefit of that Holder in a financial institution situated in a Non-Cooperative Jurisdiction or because such Holder is incorporated,<br>domiciled, established, or acting through a Participation Office situated, in a Non-Cooperative Jurisdiction. | | --- | --- | | 7.5 | However, no such additional amounts shall be payable with respect to any Tranche C Amortized Bonds to<br>a Holder (or to a third party on behalf of the Holder) who is liable to such taxes or duties in respect of such Tranche C Amortized Bonds<br>by reason of his having some connection with France other than merely being the holder of the Tranche C Amortized Bonds. | | --- | --- | | 7.6 | The Issuer shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any<br>change in the rate or the basis of a Tax Deduction) notify the Representative accordingly. Similarly, the Representative shall notify<br>the Issuer on becoming so aware in respect of a payment payable to any Holder. | | --- | --- | | 7.7 | In the event of a Prepayment made in accordance with the provisions of Article 7.3 above, the Issuer<br>will provide, or cause to be provided, notice of such Prepayment, pursuant to the provisions of Article 19 (Notices), at the earliest<br>thirty (30) calendar days and at the latest fifteen (15) calendar days prior to the date fixed for Prepayment. | | --- | --- | | 7.8 | If the Issuer is required to make a Tax Deduction, the Issuer shall make that Tax Deduction and any payment<br>required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. | | --- | --- | | 7.9 | Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that<br>Tax Deduction, the Issuer shall deliver to the Representative the payment evidence satisfactory to the Representative (acting reasonably)<br>that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. | | --- | --- | | 7.10 | A Treaty Holder and the Issuer which makes a payment to which that Treaty Holder is entitled shall co- operate<br>in completing any procedural formalities necessary for the Issuer to obtain authorization to make that payment without a Tax Deduction. | | --- | --- | | 7.11 | Each Tranche C Amortized Bonds Subscriber hereby represents that, at the Completion Date: | | --- | --- | | (a) | it is a Qualifying Holder; and | | --- | --- |
| 11 |
| --- | | (b) | it is not incorporated or domiciled (or acting through a Participation Office, or office, or carrying<br>on a trade or business (“établissement stable”) in each case to which the Participation is attributable), located<br>in a Non-Cooperative Jurisdiction. | | --- | --- | | 7.12 | Any references in this Agreement to principal and interest shall be deemed also to refer to any additional<br>amounts which may be payable under the provisions of this Article 7. | | --- | --- | | 8 | Undertakings | | --- | --- | | 8.1 | The Issuer undertakes with the Amortized Bonds Subscribers that, from the date of this Agreement and for<br>so long as any amount is or may be outstanding under this Agreement, it shall (and shall procure that each Group Company will) comply<br>with the commitments set forth in the Subscription Agreement, including but not limited to those contained in Article 4 (Commitments)<br>of the Subscription Agreement. | | --- | --- | | 9 | Events of default | | --- | --- |
Each of the following events, facts or circumstances constitutes an Event of Default:
| 9.1 | Non-payment |
|---|
the Issuer or any Group Company fail, after being notified by the Representative (acting on instructions of the Majority Holders), to pay in full on the due date any sum due by it under this Agreement in the currency specified in this Agreement save where such the failure to pay is caused solely by:
| (a) | an administrative or human error or technical problem and payment is made within three (3) Business<br>Days of its due date; or |
|---|---|
| (b) | a material disruption to those payment or communications systems or to those financial markets which are,<br>in each case, required to operate in order for payments to be made in connection with the Issue Documents and which disruption is not<br>caused by, and is beyond the control of, any of the parties and such payment is made within five (5) Business Days of its due date; |
| --- | --- |
| 9.2 | Breach of financial information obligations |
| --- | --- |
the Issuer fails to duly perform or comply with any of the material financial information obligations expressed to be assumed by it in Article 4.2 (Commitments) of the Subscription Agreement and where such non- performance or non-compliance is capable of remedy, has not been remedied to the reasonable satisfaction of the Representative (acting on instructions of the Majority Holders) within five (5) Business Days of the earlier of (i) the relevant Group Company becoming aware of such breach and (ii) the notice of that breach by the Representative (acting on instructions of the Majority Holders) to the Issuer;
| 9.3 | Breach of other obligations |
|---|
the Issuer or any Group Company fails to duly perform or comply with any other material obligation expressed to be assumed by it in any of the Issue Documents to which it is a party and where such non-performance or non-compliance is capable of remedy, has not been remedied to the reasonable satisfaction of the Representative (acting on instructions of the Majority Holders) within fifteen (15) Business Days of the earlier of (i) the relevant Group Company becoming aware of such breach and (ii) the notice of that breach by the Representative (acting on instructions of the Majority Holders) to the Issuer;
| 9.4 | Intercreditor Agreement |
|---|
any party to the Intercreditor Agreement (other than the Holders) fails to comply with the provisions of, or does not perform its obligations under, the Intercreditor Agreement or any representation or warranty given by any party to the Intercreditor Agreement is incorrect in any material respect;
| 9.5 | Breach of ranking obligations |
|---|
the Issuer (or any Group Company) is in breach of the ranking obligations under Article 4 (Commitments) of the Subscription Agreement and/or Article 4 (Ranking) of this Agreement;
| 12 |
| --- | | 9.6 | Breach of representation | | --- | --- |
any representation, warranty or statement made by, or by an officer of, any Group Company in any Issue Document or in the Drawdown Notice or any other notice or document relating to any Issue Document is incorrect, untrue or misleading in any material respect when it is made or deemed repeated and where such representation, warranty or statement is capable of remedy, has not been remedied to the reasonable satisfaction of the Representative (acting on instructions of the Majority Holders) within five (5) Business Days;
| 9.7 | Cross-default |
|---|
any Indebtedness of the Issuer or any Group Company is not paid when due or within any applicable grace period;
any Indebtedness of the Issuer or any Group Company is declared to be or otherwise becomes due and payable before its specified maturity as a result of an event of default; or
any creditor or creditors of the Issuer or any Group Company become entitled to declare Indebtedness of the Issuer, due and payable before its specified maturity as a result of an event of default,
except where (a) such event of default results from a breach of its obligations by a business counterparty or (b) a business counterpart is a provider of the Issuer, and the absence of payment is made in the ordinary course of business and does not exceed ten (10) Business Days or (c) if such Indebtedness is, (x) in aggregate, equal to or less than one millioneuros (EUR 1,000,000) or (y) on a single basis, equal to or less thanfive hundred thousand euros (EUR 500,000);
| 9.8 | Insolvency proceedings |
|---|
any corporate action, legal proceedings or other procedure or step is taken in relation to:
| (a) | the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration<br>or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Group Company, |
|---|---|
| (b) | a composition, compromise, assignment or arrangement with any creditor of any Group Company, |
| --- | --- |
| (c) | the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager<br>or other similar officer in respect of any Group Company or any of its assets, or |
| --- | --- |
| (d) | enforcement of any Security over any assets of any Group Company, |
| --- | --- |
| (e) | or any analogous procedure or step is taken in any jurisdiction, |
| --- | --- |
provided that this Article shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 30 days of commencement;
| 9.9 | Insolvency |
|---|
if and when applicable, the Issuer or any Group Company shall stop payment or shall be unable to pay its debts as they fall due, with its available assets (“étatde cessation des paiements”) or otherwise admits its inability to pay its debts as they fall due, or commences negotiations with any one or more of its creditors (other than the Subscribers) with a view to the general readjustment or rescheduling of its Indebtedness, or makes a general assignment for the benefit of, or a composition with one of its creditors or more of its creditors (other than the Subscribers), whether or not through the appointment of an administrator (“administrateur judiciaire” ou “liquidateurjudiciaire”), in the framework of a conciliation or safeguard procedure or any analogous procedure or step is taken in any jurisdiction, or shall be adjudicated or declared insolvent;
| 9.10 | Expropriation |
|---|
any expropriation, attachment, sequestration, nationalisation distress or execution (or any analogous process in any jurisdiction) affects any asset or assets of a Group Company;
| 13 |
| --- | | 9.11 | Authority | | --- | --- |
the authority or ability of any Group Company to conduct its business wholly or substantially curtailed by any seizure, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other administrative body in relation to a Group Company or any of its assets;
| 9.12 | Cessation of business |
|---|
if the Issuer or any Group Company (i) ceases, threatens to cease, or suspends carrying all or substantially all the business it carries on at the date hereof as mentioned in section (B) of the preamble hereof, or (ii) enters into any business that is not related or complementary to such business, to the extent or in a manner which will have a Material Adverse Effect;
| 9.13 | Audit qualification |
|---|
the auditors of a Group Company qualify the audited annual consolidated financial statements, excluding qualifications in respect to going concern by the Company;
| 9.14 | Litigation |
|---|
any litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency are started or threatened in writing, or any judgment or order of a court, arbitral body or agency is made, in relation to the Issue Documents or the transactions contemplated by the Issue Documents or against any member of the Group or its assets which have, or has, or are, or is, reasonably likely to have a Material Adverse Effect;
| 9.15 | Change of Control |
|---|
there is a Change of Control in any Group Company, provided that the Tranche C Amortized Bonds Subscribers may agree, by written notice to the Issuer, that a Change of Control shall not be deemed an Event of Default, but that nevertheless the consequences set forth in Article 9.31 (Occurrence of an Eventof Default) shall apply, and in such event the Tranche C Amortized Bonds, all accrued interest and all other amounts accrued, owing or payable under the Issue Documents shall be due and payable simultaneously with the closing of the Change of Control transaction;
| 9.16 | Validity of agreement |
|---|
at any time any act, condition or action required to be done, fulfilled or performed by it in order:
| (a) | to enable the Issuer lawfully to enter into, exercise its rights under or perform the material obligations<br>expressed to be assumed by it in the Issue Documents to which it is a party; |
|---|---|
| (b) | to ensure that the material obligations expressed to be assumed by the Issuer in the Issue Documents to<br>which it is a party are and remain legal, valid and binding; |
| --- | --- |
| (c) | to make the Issue Documents to which it is a party admissible in evidence in France; |
| --- | --- |
is not done, fulfilled or performed by the Issuer in a timely manner to ensure compliance with the same;
| 9.17 | Unlawfulness |
|---|
if it becomes unlawful or impossible: (i) for the Issuer and/or any Group Company (as relevant) to discharge any liability under the Issue Documents or to comply with any other obligation which the Issuer considers material under the Issue Documents; or (ii) for the Holders (including through the Security Agent) to exercise or enforce any right under, or to enforce any Security Interest created by the Security Documents, or (iii) the Issuer or any other Group Company repudiates or rescinds an Issue Document, purports to repudiate or rescind an Issue Document to repudiate or rescind an Issuer Document;
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| --- | | 9.18 | Breach of contract | | --- | --- |
if any payment default or event or circumstance occurs which, with the giving of notice, lapse of time, determination of materiality, the fulfillment of any other applicable condition or any combination of the foregoing constitutes a default (howsoever described) by the Issuer under any material contract (including, without limitation, any leasing contracts) to an extent or in a manner which will have a Material Adverse Effect it being understood that as from the day the notice of that circumstance is given by the Representative (acting on instructions of the Majority Holders) to the Issuer, a ten (10) Business Day period of grace will commence during which the Representative (acting on instructions of the Majority Holders) may not seek the repayment of the sums owed by the Issuer under the Issue Documents in order for the Issuer, or as the case may be, its shareholders, either (i) to organize the repayment of these sums or (ii) to take all necessary actions which in the sole opinion of the Representative (acting on instructions of the Majority Holders acting reasonably) are of nature to enable the Issuer to continue to perform its obligations under the Agreement in all its material provisions until the Final Redemption Date;
| 9.19 | Material adverse change |
|---|
the occurrence of any facts, circumstances, event which have a Material Adverse Effect, it being understood that as from the day the notice of that circumstance is given by the Representative (acting on instructions of the Majority Holders) to the Issuer, a ten (10) Business Day period of grace will commence during which the Representative (acting on instructions of the Majority Holders) may not seek the repayment of the sums owed by the Issuer under the Issue Documents, in order for the Issuer, or as the case may be, its shareholders, either (i) to organize the repayment of these sums or (ii) to take all necessary actions which in the sole reasonable opinion of the Representative (acting on instructions of the Majority Holders) are of nature to enable the Issuer to continue to perform its obligations under the Agreement in all its material provisions until the Final Redemption Date;
| 9.20 | Invalidity |
|---|
any provision of the Issue Documents proves to have been or becomes invalid or unenforceable, or a Security Interest created by the Security Documents proves to have been or becomes invalid or unenforceable or such a Security Interest proves to have ranked after, or loses its priority to, another Security Interest of a third party or any other third party claim or interest, provided however that if the Issuer and/or any Group Company proposes replacement security which the Holder accepts, and such replacement security is constituted in a manner acceptable to the Holder within such period of time as the Holder may require, such event shall cease to constitute an Event of Default;
the security constituted by the Security Documents is in any way materially imperilled or in jeopardy (including by way of depreciation in value beyond a normal depreciation) provided however that if the Issuer and/or any Group Company proposes replacement security which the Holders accept, and such replacement security is constituted in a manner acceptable to the Holders within such period of time as the Holders may require, such event shall cease to constitute an Event of Default; or
any event of default (howsoever described) specified in the Security Documents shall occur;
| 9.21 | Occurrence of an Event of Default |
|---|
On or at any time following the occurrence of any Event of Default the Representative (acting on the instructions of the Majority Holders) may:
| (a) | serve on the Issuer a notice stating that all obligations of the Holders to the Issuer under this Agreement<br>including (without limitation) the obligation to subscribe for Tranche C Amortized Bonds (or any tranche thereof) are terminated; |
|---|---|
| (b) | serve on the Issuer a notice stating that, the Amortized Bonds, all interest and all other amounts accrued,<br>owing or payable under the Issue Documents are immediately due and payable; |
| --- | --- |
| (c) | declare the Security Documents to be enforceable; and/or |
| --- | --- |
| (d) | take any other action which, as a result of the Event of Default or any notice served under paragraphs<br>(i) to (iii) above, the Issuer is entitled to take under the Security Documents or any applicable law; |
| --- | --- |
| 15 |
| --- |
In addition, on or at any time following of any Event of Default, and on the service of a notice under Article 9.21.1:
| (e) | all the obligations of the Holders to the Issuer under this Issue Documents shall terminate; |
|---|---|
| (f) | the following sums shall become immediately due and payable: |
| --- | --- |
| (i) | the principal Outstanding Amount of the Amortized Bonds (including all accrued and capitalised PIK Interest); |
| --- | --- |
| (ii) | all accrued and unpaid interest (including all accrued and uncapitalised PIK Interest); |
| --- | --- |
| (iii) | in respect of each Tranche, the aggregate of the Cash Interest and PIK Interest scheduled still to be<br>paid by the Issuer and/or capitalised (including interest on such amounts to be capitalised) on each relevant Interest Payment Date for<br>the period from the date of service of the notice under Article 9.21.1 to the expiry of the Final Redemption Date by way of compensation<br>for any loss of profit that otherwise would have accrued to the Holders if an Event of Default had not occurred; |
| --- | --- |
| (iv) | all unpaid fees, costs and expenses; including the End of Commitment Fee; and |
| --- | --- |
| (v) | all other sums payable by the Issuer (or any other Group Company) to the Holders under the Issue Documents; |
| --- | --- |
The Representative (acting on the instructions of the Majority Holders), may waive any Default or Event of Default hereunder, prior to or after the event or events giving rise thereto, provided that such waiver may be effected only by written notice provided by the Representative (acting on the instructions of the Majority Holders) to the Issuer to that effect; it being understood and acknowledged, that if and so long as no notice of waiver of a Default or an Event of Default was so provided, such Default or Event of Default shall be deemed as having occurred and in effect for all purposes hereunder (subject to the Issuer’s right to remedy a Default).
| 10 | Register and certificates |
|---|---|
| 10.1 | In accordance with Article L. 211-3 of French Monetary and Financial Code (Code monétaireet financier), the Tranche C Amortized Bonds shall be held in nominative form (forme nominative) and will be compulsorily recorded<br>in securities accounts and records held by the Issuer or the Registrar, as the case may be. |
| --- | --- |
| 10.2 | Consequently, the Holders rights will be recorded in securities accounts (inscription en compte)<br>opened in their name on the corporate register which will be held by an authorized agent by the Registrar. |
| --- | --- |
| 10.3 | No physical document evidencing title to the Tranche C Amortized Bonds (including representative certificates<br>pursuant to Article R. 211-7 of the French Monetary and Financial Code (Code monétaire et financier)) will be issued<br>to represent the Tranche C Amortized Bonds. |
| --- | --- |
| 10.4 | In accordance with Articles L. 211-15 and L. 211-17 of the French Monetary and Financial Code (Codemonétaire et financier), and subject to Article 11, transfer of the Tranche C Amortized Bonds will be made by transfer<br>from account to account and the transfer of ownership of the Tranche C Amortized Bonds occur once they are recorded as book entries in<br>the acquirer’s securities account, and pursuant to the terms and conditions provided herein. |
| --- | --- |
| 11 | Transmission and transfer |
| --- | --- |
| 11.1 | The Holders will be recognized by the Issuer as entitled to the Tranche C Amortized Bonds they hold free<br>from any equity set-off or cross-claim on the part of the Issuer against the original or any intermediate holder of such Tranche C Amortized<br>Bonds. |
| --- | --- |
| 11.2 | The Tranche C Amortized Bonds shall be freely transferrable, subject to obtaining the written consent<br>of the Issuer prior to such transfer, unless such transfer is: |
| --- | --- |
| (a) | to another Holder |
| --- | --- |
| (b) | to a fund which is a Related Fund of the transferor Holder; or |
| --- | --- |
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| --- | | (c) | made at a time when a Major Transfer Event of Default is continuing (for the purpose of this clause, “MajorTransfer Event of Default” means an Event of Default under Clauses 9.2 (Non-payment), 9.7 (Cross-Default), 9.15<br>(Insolvency Proceedings) or 9.17 (Insolvency)). | | --- | --- | | 11.3 | The consent of the Issuer must not be unreasonably withheld or delayed. The Issuer will be deemed to have<br>given its consent ten (10) Business Days after the Holder has requested it unless consent is expressly refused by the Issuer within<br>that time. | | --- | --- | | 11.4 | Notwithstanding the above, no assignments or transfers of any of rights or transfers (including by way<br>of novation) of any rights and obligations under any Issue Document are permitted: | | --- | --- | | (a) | to an Industrial Competitor of the Group; | | --- | --- | | (b) | to a Loan-to-Own Investor unless a Major Transfer Event of Default is continuing; | | --- | --- | | (c) | to a person or entity resident, incorporated in a Non-Cooperative Jurisdiction or acting through an office<br>through which it will perform its obligations under this Agreement or the office in the jurisdiction in which it is resident for tax purposes<br>is situated in a Non-Cooperative Jurisdiction | | --- | --- | | 11.5 | Transfers of the Tranche C Amortized Bonds shall be effected by an instrument in writing in the usual<br>common form signed by the transferor and shall be notified to the Issuer at the latest thirty (30) Business Days prior to the transmission<br>or transfer. Such notice shall include the specific identity of the transmittee(s) or transferee(s) and a confirmation from<br>the transmittee(s) or transferee(s) of its adhesion to the terms of this Agreement and the other Issue Documents | | --- | --- | | 11.6 | Any transferee or assignee that becomes a Holder, by whatever means and for whatever reason, shall have<br>the benefit of, and be subject to, all of the rights and obligations arising under this Agreement as regards the Tranche C Amortized Bonds. | | --- | --- | | 11.7 | The Tranche C Amortized Bonds shall not be offered to the public for subscription or purchase and shall<br>not be capable of being dealt in on any stock exchange and no application shall be made to any stock exchange for permission to deal in<br>or for an official or other quotation for the Tranche C Amortized Bonds. | | --- | --- | | 12 | Procedures for payment | | --- | --- | | 12.1 | Any principal, interest or other moneys repayable or payable hereunder on or in respect of any Tranche<br>C Amortized Bonds may be paid by transfer to the bank account designated in writing by the Representative. | | --- | --- | | 12.2 | At the time of Issue, this account shall be: | | --- | --- |
[***]
| 17 |
| --- | | (b) | Each payment shall discharge the Issuer. | | --- | --- | | 13 | Representative | | --- | --- | | 13.1 | The Masse | | --- | --- | | 13.1.1 | In accordance with the provisions of Article L.228-46 of the French Code de Commerce, the<br>Holders shall form a group (masse) with legal personality represented by the Representative (représentant de la masse)(the “Representative”) which appointment and powers are defined hereafter. | | --- | --- | | 13.1.2 | The statutory provisions in relation to the masse and the représentant de la masse shall<br>apply to the Issue. | | --- | --- | | 13.1.3 | The powers of the masse shall be defined in accordance with the relevant provisions of the French Codede Commerce. | | --- | --- | | 13.1.4 | In accordance with the provisions of Article L.228-47 of the French Code de Commerce, Kreos<br>is hereby appointed as first Representative (représentant de la masse). In case of resignation of Kreos, any new Representative<br>shall be appointed by a general meeting of the Holders held for that purpose or otherwise in accordance with the provisions of the French<br>Code de Commerce. It being specified for the avoidance of doubt that whenever all outstanding Tranche B Amortized Bonds are held<br>by a single Holder, regardless of whether a person or a company, that Holder shall personally exercise all the rights of the Representative<br>and shall have all rights that may be attributed to the Representative by applicable statutory provisions and this Agreement. | | --- | --- | | 13.2 | Remuneration | | --- | --- | | 13.2.1 | The Representative will not be remunerated for its mission. | | --- | --- | | 13.3 | Meetings of Holders | | --- | --- | | 13.3.1 | A general assembly of the Holders may be held at any time at the registered office of the Issuer or in<br>any other place indicated in the notice calling the assembly. | | --- | --- | | 13.3.2 | The general assembly of Holders shall be called and held in accordance with the law. | | --- | --- | | 13.3.3 | All resolutions of the general assembly shall be adopted by the Majority Holders. For the purposes of<br>any such resolution, each OCA that has not been redeemed shall give the right to one (1) vote. | | --- | --- | | 13.4 | Written consultation of the Holders | | --- | --- |
The Holders shall be consulted, and all decisions of the Holders shall be taken, by means of a written consultation conducted in accordance with the provisions of article 13.4 (Written Consultation of the Holders) (a “Written Consultation”) to the extent permitted by applicable law:
| (a) | Any request for a Written Consultation must be sent to the relevant Holders and (i) to the Issuer<br>(if it emanates from the Representatives) or (ii) to the Holders (if it emanates from the Issuer). |
|---|---|
| (b) | Each request for a Written Consultation shall indicate the response period for the relevant Holders, which<br>may not be less than five (5) Business Days from (and excluding) the date on which the request is sent, except if the Majority Holders<br>waive such period in the Written Consultation. |
| --- | --- |
| (c) | The requests for Written Consultation may be made by email. In such case, the email must contain, including<br>in the form of attachments, all information and documents relating to the subject matter of the consultation. |
| --- | --- |
| (d) | Each relevant Holder shall indicate in writing or by email to the Representatives its response(s) to<br>the resolutions that are the subject of the Written Consultation (in the absence of a response within the time limit, the relevant Holder<br>shall be deemed to have rejected the resolutions). Upon expiry of the response period set out in the request for Written Consultation,<br>or when the Representatives have received the responses of all the relevant Holders, it shall determine whether the corresponding decision(s) has<br>or have been adopted or rejected by the Holders consulted, and shall promptly notify the Issuer, the Holders and each of the Holders thereof. |
| --- | --- |
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| --- | | (e) | The decisions of the Holders may also result from a written deed signed by all of the Holders, in which<br>case the above formalities shall not apply. | | --- | --- | | 13.5 | Representative’s Duties | | --- | --- | | 13.5.1 | The Representative shall: | | --- | --- | | (a) | send to each Holder details of each communication delivered to it by the Issuer for that Holder under<br>any Issue Document (and by the Issuer pursuant to Article L. 228-55 of the French Code de Commerce) as soon as reasonably<br>practicable after receipt; | | --- | --- | | (b) | for all matters requiring, legally or under the provisions of this Agreement, the consent of the Majority<br>Holders, act in accordance with any instructions from the Majority Holders or, if so instructed by the Majority Holders, refrain from<br>exercising a right, power or discretion vested in it under any Issue Document; | | --- | --- | | (c) | have only those duties, obligations and responsibilities expressly specified in the Issue Documents; | | --- | --- | | (d) | promptly notify each Holder (y) of the occurrence of any Event of Default; and (z) if the Representative<br>receives notice from the Issuer referring to this Agreement, describing an Event of Default and stating that the circumstance described<br>is an Event of Default, of the receipt and content of such notice. | | --- | --- | | 13.6 | Representative’s Rights | | --- | --- | | 13.6.1 | The Representative may: | | --- | --- | | (a) | perform any of its duties, obligations and responsibilities under the Issue Documents by or through its<br>personnel, delegates or agents (on the basis that it may extend the benefit of any indemnity received by it under the Agreement to its<br>personnel, delegates or agents); | | --- | --- | | (b) | except as expressly provided to the contrary in any Issue Document, refrain from exercising any right,<br>power or discretion vested in it under the Issue Documents until it has received instructions from the Majority Holders or, where relevant,<br>all the Holders; | | --- | --- | | (c) | refrain from doing anything which would or might in its opinion be contrary to any law, regulation or<br>judgment of any court of any jurisdiction or otherwise render it liable to any person and may do anything which is in its opinion necessary<br>to comply with any such law, regulation or judgment; | | --- | --- | | (d) | assume that no Event of Default is continuing, unless an officer of the Representative while active on<br>the account of the Issuer acquires actual knowledge to the contrary; | | --- | --- | | (e) | refrain from taking any step (or further step) to protect or enforce the rights of any Holder under any<br>Issue Document until it has been indemnified and/or secured to its satisfaction against all losses (including legal fees) which it would<br>or might sustain or incur as a result; | | --- | --- | | (f) | rely on any communication or document believed by it to be genuine and correct and assume that any communication<br>or document has been communicated or signed by the person by whom it purports to be communicated or signed; | | --- | --- | | (g) | rely as to any matter of fact which might reasonably be expected to be within the knowledge of the Issuer<br>in a statement by or on behalf of the Issuer; and | | --- | --- | | (h) | obtain and pay for any legal or other expert advice or services which may seem necessary or desirable<br>to it and rely on any such advice. | | --- | --- |
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| --- | | 13.6.2 | Neither the Representative nor any of its personnel or agents shall be: | | --- | --- | | (a) | responsible for the adequacy, accuracy or completeness of any representation, warranty, statement or information<br>in any Issue Document or any notice or other document delivered under any Issue Document; | | --- | --- | | (b) | responsible for the execution, delivery, validity, legality, adequacy, enforceability or admissibility<br>in evidence of any Issue Document; | | --- | --- | | (c) | obliged to enquire as to the occurrence or continuation of an Event of Default or as to the accuracy or<br>completeness of any representation or warranty made by the Issuer under any Issue Document; | | --- | --- | | (d) | responsible for any failure of the Issuer or any of the Holder duly and punctually to observe and perform<br>their respective obligations under any Issue Document; | | --- | --- | | (e) | responsible for the consequences of relying on the advice of any professional advisers selected by any<br>of them in connection with any Issue Document; | | --- | --- | | (f) | liable for acting (or refraining from acting) in what it believes to be in the best interests of the Holders<br>in circumstances where it has been unable, or it is not practicable, to obtain the instructions of the Holders or the Majority Holders<br>(as the case may be); or | | --- | --- | | (g) | liable for anything done or not done by it under or in connection with any Issue Document, except in the<br>case of its own gross negligence or wilful misconduct. | | --- | --- | | 13.7 | Representative Individually | | --- | --- | | 13.7.1 | If it is a Holder, the Representative shall have the same rights and powers under the Issue Documents<br>as any other Holder and may exercise those rights and powers as if it were not also acting as the Representative. | | --- | --- | | 13.7.2 | The Representative may accept deposits from, lend money to, provide any advisory, trust or other services<br>to or engage in any kind of banking or other business with any Holder or any Subsidiary thereof (and, in each case, may do so without<br>liability to account). | | --- | --- | | 13.7.3 | If the Representative resigns, the resignation of the retiring Representative shall become effective upon<br>the appointment of a successor. | | --- | --- | | 13.8 | Communications and Information | | --- | --- | | 13.8.1 | All communications to the Issuer in connection with the Issue Documents are to be made by or through the<br>Representative. | | --- | --- | | 13.8.2 | The Representative shall transmit to each other Holder any information obtained and any notices received<br>or served in connection with the Tranche C Amortized Bonds or this Agreement. The Representative will not be obliged to transmit to any<br>other Holder any information relating to any party to any Issue Document which the Representative may have acquired otherwise than in<br>connection with the Tranche C Amortized Bonds or the Issue Documents. | | --- | --- | | 13.8.3 | Notwithstanding anything to the contrary expressed or implied in any Issue Document, the Representative<br>shall not, as between itself and the other Holders, be bound to disclose to any other Holder or other person any information, disclosure<br>of which might in the opinion of the Representative result in a breach of any law or regulation or be otherwise actionable at the suit<br>of any person. | | --- | --- | | 13.9 | Non-Reliance on Representative | | --- | --- | | 13.10 | Each Holder confirms that it is (and will at all times continue to be) solely responsible for making its<br>own independent investigation and appraisal of the business, operations, financial condition, creditworthiness, status and affairs of<br>the Issuer and has not relied, and will not at any time rely, on the Representative: | | --- | --- | | (a) | to provide it with any information relating to the business, operations, financial condition, creditworthiness,<br>status and affairs of the Issuer, whether coming into its possession before or after the Issuance Date, except as specifically provided<br>otherwise in this Agreement; or | | --- | --- |
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| --- | | (b) | to check or enquire into the adequacy, accuracy or completeness of any information provided by the Issuer<br>under or in connection with any Issue Document (whether or not that information has been or is at any time circulated to it by the Representative);<br>or | | --- | --- | | (c) | to assess or keep under review the business, operations, financial condition, creditworthiness, status<br>or affairs of the Issuer. | | --- | --- | | 13.11 | Representative’s Indemnity | | --- | --- | | 13.11.1 | Each Holder shall on demand indemnify the Representative (in proportion to that Holder’s number of Tranche<br>C Amortized Bonds at the relevant time) against any loss incurred by the Representative in complying with any instructions from the Holders<br>or the Majority Holders (as the case may be) or otherwise sustained or incurred in connection with the Issue Documents or its duties,<br>obligations and responsibilities under the Issue Documents, except to the extent that it is incurred as a result of the gross negligence<br>or wilful misconduct of the Representative or any of its personnel. | | --- | --- | | 13.11.2 | The provisions of paragraph (i) above are without prejudice to any obligations of the Issuer to indemnify<br>the Representative under the Issue Documents. | | --- | --- | | 14 | Security agency | | --- | --- | | 14.1 | Security Agent appointment | | --- | --- | | 14.2 | The Security Agent, appointed by the Subscribers under the Intercreditor Agreement, will act in the name<br>and on behalf of both the Representative and the representative appointed under the OCA Issue Agreement, in relation to any Security granted<br>under or pursuant to the Issue Documents. | | --- | --- | | 14.3 | Release of Security | | --- | --- | | 14.4 | A release of any Security under the Security Documents other than in accordance with section 9.6 of the<br>Subscription Agreement or any specific Security Document, shall require prior written consent of the Holders and the holders of OCA. | | --- | --- | | 15 | Remedies and waivers | | --- | --- | | 15.1 | No failure or delay on the part of the Holders or the Representative to exercise any power, right or remedy<br>shall operate as a waiver thereof nor shall any single or partial exercise or waiver of any power, right or remedy preclude its further<br>exercise or the exercise of any other power, right or remedy. | | --- | --- | | 15.2 | All rights of the Holders contained in this Agreement are in addition to all rights vested or to be vested<br>in it pursuant to the other Issue Documents, common law or statute. | | --- | --- | | 15.3 | Each Party hereby acknowledges that the provisions of article 1195 of the French Code civil shall not<br>apply to it with respect to its obligations under the Issue Documents and that it shall not be entitled to make any claim under article<br>1195 of the French Code civil. | | --- | --- | | 16 | Severability | | --- | --- | | 16.1 | Each of the provisions of this Agreement and any Issue Document is severable and distinct from the others<br>and if at any time one or more of such provisions is or becomes invalid, illegal or unenforceable the validity, legality and enforceability<br>of the remaining provisions hereof shall not in any way be affected or impaired thereby. | | --- | --- | | 16.2 | In such case, the Parties shall do their best effort to take appropriate actions to replace such provision<br>with an economically equivalent provision which is valid, legal and enforceable. | | --- | --- |
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| --- | | 17 | Indemnities | | --- | --- | | 17.1 | Without prejudice to the Issuer’s other obligations under this Agreement and the Issue Documents,<br>the Issuer shall indemnify each Holder fully on demand in respect of all properly documented expenses, liabilities and losses which are<br>suffered or incurred by such Holder, as a result of or in connection with: (i) any failure (for whatever reason) by the Issuer to<br>make payment of any amount due under this Agreement or any Issue Document on the due date or, if so payable, on demand; (ii) the<br>occurrence and/or continuance of an Event of Default and/or the acceleration of repayment of the Tranche C Amortized Bonds; and (iii) any<br>breach or inaccuracy of any representation or warranty or any breach of any undertaking contained in the Subscription Agreement or in<br>this Agreement, and in respect of any taxes for which a Holder is liable or held liable in connection with any amount paid or payable<br>to such Holder (whether for its own account or otherwise) under the Issue Documents. The Issuer shall not be liable to any Holder to the<br>extent that the relevant expense, liability, loss or tax is attributable to the fraud, gross negligence, wilful misconduct by such Holder,<br>and no Holder shall be entitled to recover for the same loss more than once. | | --- | --- | | 17.2 | The Issuer shall indemnify each Holder fully on demand in respect of properly documented of claims, demands,<br>proceedings, liabilities, taxes, losses and expenses of every kind, including without limitation legal fees and expenses, which may be<br>made or brought against, or incurred by, such Holder, in any country, in relation to any action lawfully taken under or in connection<br>with the Issue Documents by a Holder or by any receiver appointed under the Security Documents after the occurrence of any Event of Default. | | --- | --- | | 18 | Litigation and evidence | | --- | --- | | 18.1 | In any litigation or arbitration proceedings arising out of or in connection with this Agreement or an<br>Issue Document, the entries made in the accounts maintained by the Holders shall constitute prima facie evidence of the matters to which<br>they relate. | | --- | --- | | 18.2 | Any certification or determination by the Representative of a rate or amount under this Agreement or any<br>Issue Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates. | | --- | --- | | 19 | Notices | | --- | --- | | 19.1 | All notices, demands or other communications under or in connection with this Agreement may be given by<br>letter, email or other comparable means of communication addressed to the person at the address identified with its signature below. | | --- | --- | | To Issuer : | INVENTIVA S.A.<br><br> <br>To<br> the attention of Mr. Andrew Obenshain, Directeur Général<br><br> <br>50,<br> rue de Dijon<br><br> <br>21121<br> DAIX<br><br> <br>France<br><br> <br><br><br> <br>E-mail:<br><br> <br><br><br> <br>With<br> copy (for information purposes) to:<br><br> <br><br><br> <br>With<br> copy (for information purposes) to:<br><br> <br><br><br> <br>Maître<br> Arnaud Duhamel<br><br> <br>Avocat<br> associé<br><br> <br>Gide<br> Loyrette Nouel A.A.R.P.I<br><br> <br>15<br> rue de Laborde, 75008 Paris<br><br> <br>E-mail:<br> [email protected] | | --- | --- | | To<br> the Representative: | Kreos Capital VIII (UK) Ltd, c/o BlackRock Investment Management (UK) Limited – Private Debt-EMEA Venture & Growth Lending Group<br><br> <br>12<br>Throgmorton Avenue, London EC2N 2DL |
| 22 |
| --- | | For<br> the attention of: Joseph Gilhooly and Michaela Strempfl<br><br> <br>and:<br><br> <br>The<br> Office of the General Counsel (EMEA) (Legal Transactions Group)<br><br> <br>Email:<br><br> <br>For<br> the attention of:<br><br> <br><br><br> <br>With<br> copy to:<br><br> <br>Claret European Specialty Lending Company IV, S.à r.l.<br><br> <br>412<br> F Route d’Esch<br><br> <br>2086<br> Luxembourg<br><br> <br>Grand<br> Duchy of Luxembourg<br><br> <br><br><br> <br>Claret European Growth Capital Fund IV Aggregator LP<br><br> <br>412<br> F Route d’Esch<br><br> <br>2086<br> Luxembourg<br><br> <br>Grand<br> Duchy of Luxembourg<br><br> <br><br><br> <br>Claret Kermode Specialty Lending Company II, S.à r.l<br><br> <br>412<br> F Route d’Esch<br><br> <br>2086<br> Luxembourg<br><br> <br>Grand<br> Duchy of Luxembourg<br><br> <br><br><br> <br>and:<br><br> <br>****<br><br> <br>Claret Kermode Fund II, SCSp<br><br> <br>412<br> F Route d’Esch<br><br> <br>2086<br> Luxembourg<br><br> <br>Grand<br> Duchy of Luxembourg<br><br> <br>Email:<br><br> <br>For<br> the attention of: | | --- | | To the Security Agent: | GLAS SAS<br><br> <br>41<br> Avenue George V 75008 Paris<br><br> <br>France<br><br> <br>Email:<br><br> <br><br><br> <br>For<br>attention of: | | --- | --- | | 19.2 | Any such communication will be deemed to be given as follows: | | --- | --- | | (a) | if personally delivered, at the time of delivery, as documented by a receipt; | | --- | --- | | (b) | if by letter, on the date entered by the addressee on the receipt in the case of delivery by hand or on<br>the date when delivery is first attempted in the case of a recorded delivery letter with acknowledgement of receipt; and | | --- | --- | | (c) | if by email transmission or comparable means of communication during the business hours of the addressee<br>(before 5pm) Paris time then on the day of transmission, otherwise on the next following Business Day. | | --- | --- | | 19.3 | In proving such service it shall be sufficient to prove that personal delivery was made or that such letter<br>was properly stamped first class, addressed and delivered to the postal authorities or in the case of email transmission or other comparable<br>means of communication that a confirming hard copy was provided promptly after transmission. | | --- | --- |
| 23 |
| --- | | 20 | Governing law - Jurisdiction | | --- | --- | | 20.1 | This Agreement is governed by and shall be construed in accordance with French law. | | --- | --- | | 20.2 | Any dispute concerning the validity, interpretation or performance of this Agreement will be submitted<br>to the Tribunal des activités économiques (commercial court) of Paris. | | --- | --- | | 21 | Electronic Signature | | --- | --- | | 21.1 | In accordance with articles 1366 and 1367 of the French civil code (Code civil), this Agreement shall<br>be signed electronically via DocuSign. Each of the Parties acknowledges that it has received all the information required for the electronic<br>signature of the Agreement and that it has signed the Agreement electronically in full knowledge of the technology used and its terms<br>and conditions, and consequently waives any claim and/or legal action challenging the reliability of this electronic signature system<br>and/or its intention to enter into the Agreement in this regard. Furthermore, in accordance with the provisions of article 1375 of the<br>French Civil code, the obligation to deliver an original copy to each of the Parties is not necessary as proof of the commitments and<br>obligations of each Party to the Agreement. The delivery of an electronic copy of the Agreement directly by DocuSign to each Party shall<br>constitute sufficient and irrefutable proof of the commitments and obligations of each Party to the Agreement. | | --- | --- |
| 24 |
| --- |
On 2 June 2026
| INVENTIVA S.A. | KREOS CAPITALVIII (UK) LTD ^1^ |
|---|---|
| By: Andrew Obenshain | By: BlackRock Investment Management (UK) Limited, its duly authorised attorney |
| Title: Chief Executive Officer (Directeur Général) | Name: Sean Dunne |
| Title: Managing Director | |
| Claret European Specialty Lending Company IV, S.à r.l | Claret European Specialty Lending Company IV, S.à r.l |
| By: Rajen Shah | By: Gaffyn Price |
| Title: Class A Manager | Title: Class B Manager |
| Claret Kermode Specialty Lending Company II, S.à r.l | Claret Kermode Specialty Lending Company II, S.à r.l |
| By: Rajen Shah | By: Gaffyn Price |
| Title: Class A Manager | Title: Class B Manager |
| GLAS SAS | KREOS CAPITAL VIII (UK)LTD ^2^ |
| By: Cheick Diallo | By: BlackRock Investment Management (UK) Limited, its duly authorised attorney |
| Title: Authorized signatory | Name: Aris Constantinides |
| Title: Managing Director |
^1^ Its Limited Partners include the KfW through the ERP-Zukunftsfonds – Wachstumsfazilität facility.
^2^ Its Limited Partners include the KfW through the ERP-Zukunftsfonds – Wachstumsfazilität facility.
| 25 |
| --- |
List of Schedules
| Schedule 1 | Agreed form Drawdown Notice |
|---|---|
| Schedule 2 | Agreed form subscription form |
| Schedule 3 | Amortization and repayment schedule |
| 26 |
| --- |
Schedule1Agreed form Drawdown Notice
| 27 |
| --- |
Schedule2Agreed form subscription form
| 28 |
| --- |
INVENTIVA S.A.
Société anonyme with a share capital of EUR 2,090,074.75
Registered office: 50, rue de Dijon – 21121 Daix
537 530 255 RCS Dijon
(the “Company”)
Amountand terms of the AMORTIZED bond issue
Issue of 550 bonds (the “Tranche C Bonds”) with a nominal value of one hundred thousand euros EUR 100,000) each, representing a total loan of EUR 55,000,000.00, to be fully paid up in cash, the subscription of which is reserved for the companies Kreos Capital VIII (UK) Limited, Claret European Specialty Lending Company IV, S.à r.l. and Claret Kermode Specialty Lending Company II, S.à r.l. in the amount of 66.73%, 24.91% and 8.36% respectively.
The issue of the Tranche C Bonds was decided on [•] June 2026 by the Chief Executive Officer of the Company in accordance with the delegation granted by the Board of Directors of the Company on 29 May 2026 and in accordance with an issue agreement entitled “Tranche C Amortized Bonds Issue Agreement” entered into on 2 June 2026 and a framework agreement entitled “Subscription Agreement” entered into on the same date between the Company and, in particular, Kreos Capital VIII (UK) Ltd, Claret European Specialty Lending Company IV, S.à r.l. and Claret Kermode Specialty Lending Company II, S.à r.l..
Subject to the terms and conditions of the issue documents, the subscription will be received at the registered office of the Company from [●] 2026 to [●] 2026 inclusive.
The funds from cash payments will be deposited in the account opened in the name of the Company in the books of CR CHAMPAGNE BOURGOGNE CAE DIJON (the “Account”).
SUBSCRIPTION FORM
Kreos Capital VIII (UK) Ltd, a private limited company incorporated under English law with its registered office at 5 Churchill Place, 10th Floor, London E14 5HU, United Kingdom, registered with the Companies House of England and Wales under number 16637390, represented by [●], acting as [●], duly authorised for the purposes hereof, Claret European Specialty Lending Company IV, S.à r.l., a limited liability company incorporated under Luxembourg law with its registered office at 412F, route d’Esch, L471 Luxembourg, registered under number B291023, represented by Rajen Shah, acting as Class A Manager, duly authorised for the purposes hereof and Gaffyn Shah, acting as Class B Manager duly authorised for the purposes hereof, Claret Kermode Specialty Lending Company II, S.à r.l. a limited liability company incorporated under Luxembourg law with its registered office at 412F, route d’Esch, L471 Luxembourg, registered under number B291766, represented by Rajen Shah, acting as Class A Manager, duly authorised for the purposes hereof and Gaffyn Shah, acting as Class B Manager duly authorised for the purposes hereof, having read the terms and conditions of the Tranche C Bonds issue,
hereby declare to subscribe by means of this subscription form, of which the subscriber has kept a copy on plain paper, to five hundred and fifty (550) Tranche C Bonds and to pay up the amount of its subscription, i.e. the sum of fifty-five million euros (EUR 55,000,000.00), less the amounts to be deducted or withheld as provided for in the issue agreement entitled “Tranche C Amortized Bonds Issue Agreement” entered into on 2 June 2026 and the framework agreement entitled “Subscription Agreement” entered into on the same date between the Company and, in particular, Kreos Capital VIII (UK) Ltd, Claret European Specialty Lending Company IV, S.à r.l. and Claret Kermode Specialty Lending Company II, S.à r.l., i.e. the sum of fifty-five million euros (EUR 55,000,000.00), representing the entire nominal value of the Tranche C Bonds thus subscribed, by bank transfer to the Account.
On [●] 2026
In two copies
Kreos Capital VIII (UK) Ltd, Claret European Specialty Lending Company IV, S.à r.l. and Claret Kermode Specialty Lending Company II, S.à r.l., represented by [●] ^3^
^3^[1] Signature to be preceded by the following statement: “Accepted for formal and irrevocable subscription of five hundred and fifty(550) Tranche C Bonds.”
| 29 |
| --- |
Schedule3Amortization and repayment schedule
Part 1
| 30 |
| --- |
Schedule 6
Agreed form Warrants Issue Agreement
55
WARRANTS ISSUE AGREEMENT
By and between
Inventiva S.A.
as Issuer
and
KREOS
and
CLARET
as Warrants Subscribers
2 June 2026
Table of contents
| 1. | Definitions | 5 |
|---|---|---|
| 2. | Number<br> of BSA2026-KC | 10 |
| 3. | Form | 10 |
| 4. | Transfer<br> of the BSA2026-KC | 11 |
| 5. | Features<br> of the BSA2026-KC | 12 |
| 6. | Issuance<br> and transferability of underlying shares | 16 |
| 7. | Protection<br> of the BSA2026-KC holders | 16 |
| 8. | Representative | 16 |
| 9. | Remedies<br> and waivers | 19 |
| 10. | Severability | 19 |
| 11. | Notices | 20 |
| 12. | Electronic<br> Signature | 21 |
| 13. | Governing<br> law - Jurisdiction | 22 |
2
Warrants issue agreement
This warrant issue agreement (hereinafter referred to as the "Agreement") is entered into on 2 June 2026 by and between:
| 1. | Inventiva S.A., a limited company<br> (société anonyme) incorporated under the laws of France, with a share<br> capital of EUR 2,090,074.75 having its registered office at 50, rue de Dijon – 21121<br> Daix France, registered under single identification number 537 530 255 RCS Dijon, represented<br> by Mr. Andrew Obenshain, in his capacity as chief executive officer (Directeur Général), |
|---|
(hereinafter referred to as the "Issuer" or the "Company")
ON THE FIRSTPART
AND
| 2. | Kreos Capital VIII Aggregator SCSp,<br> a partnership (société en commandite spéciale) incorporated under<br> the laws of Luxembourg, having its registered office at 28, Boulevard F.W. Raiffeisen,<br> L-2411 Luxembourg, registered under identification number B297897; |
|---|
(hereinafter referred to as "Kreos")
| 3. | CEGCF IV Aggregator L.P. whose<br> registered office is at Collins House, Rutland Square, Edinburgh, EH1 2AA, Scotland and registered<br> with the Companies House under number SL036802, (“CEGCF”); |
|---|---|
| 4. | Claret Kermode Fund II, SCSp.,<br> a partnership (société en commandite spéciale) incorporated under<br> the laws of Luxembourg, having its registered office at 412F, Route d'Esch - L – 1471<br> Luxembourg, registered under identification number B291268 (“Kermode”), |
| --- | --- |
(CEGCF and Kermode hereinafter referred together as "Claret")
(Kreos and Claret being hereinafter referred to as the "Warrants Subscribers")
ON THE SECOND PART
Issuer and Warrants Subscribers being hereinafter referred to individually as a "Party" and collectively as the "Parties".
3
Whereas
| (A) | The Issuer is a French<br> société anonyme incorporated in October 2011 and is a clinical-stage<br> biopharmaceutical company focused on the research and development of oral small molecule<br> therapies for the treatment of patients with MASH and other diseases with significant unmet<br> medical need. Since June 2015, the Issuer has been listed on the regulated market on Euronext<br> in Paris (“Euronext Paris”) and since February 2017, the Company is listed<br> on Nasdaq Global Stock Exchange. |
|---|---|
| (B) | In order to finance the<br> development of the Issuer’s business in general, (i) KREOS CAPITAL VIII (UK) LTD, a<br> company incorporated in England and Wales under registration number 16637390 whose registered<br> office is at 5 Churchill Place, 10th Floor, London, United Kingdom, E14 5HU and (ii) Claret<br> European Specialty Lending Company IV, S.À.R.L incorporated as a Luxembourg Société à responsabilité limitée, with registered number B246159 and its<br> registered address at 412 F Route d'Esch, Luxembourg L-1471, Grand Duchy of Luxembourg and,<br> notably, the Warrants Subscribers (hereinafter referred to as the "Subscribers")<br> have agreed to subscribe to an issue of Bonds (as defined in the Subscription Agreement)<br> by the Issuer for a nominal amount of one hundred and fifty million euros (EUR 150,000,000)<br> subject to and upon the terms and conditions of the subscription agreement entered into between<br> the Issuer and Subscribers on 2 June 2026 (hereinafter referred to as the "Subscription Agreement"). |
| --- | --- |
| (C) | In accordance with the provisions of a term<br> sheet dated 30 April 2026 between the Issuer and the Subscribers (the “Term Sheet”),<br> the Subscription Agreement makes subscription to the Bonds subject to the issuance of Warrants<br> by the Issuer for the benefit of Warrants Subscribers. |
| --- | --- |
| (D) | On 22 May 2025, the Issuer’s general<br> meeting (the "General Meeting") empowered, through its 27th resolution,<br> the Issuer’s board of directors to issue securities (including warrants and convertible<br> bonds) giving access to the Issuer’s capital and to determine their exercise price,<br> and to cancel shareholders’ preferred subscription rights for shares that may be issued<br> pursuant to such authorization to the benefit, amongst others, of natural or legal persons<br> (including companies), trusts or investment funds, or other investment vehicles, in any form,<br> established under French or foreign law, which regularly invest in the pharmaceutical, biotechnological<br> or medical technology sectors. |
| --- | --- |
| (E) | On 29 May 2026, the Issuer’s board<br> of directors (the "Board of Directors") approved the terms of this Agreement,<br> authorized the Issuer’s chief executive officer (Directeur Général)<br> to execute this Agreement and used the General Meeting’s delegation to subdelegate<br> to the Issuer’s chief executive officer (Directeur Général) all<br> powers to issue the Warrants in accordance with the terms of this Agreement. |
| --- | --- |
| (F) | The Parties agreed the Issuer’s chief<br> executive officer (Directeur Général) will use such subdelegation to<br> issue the Warrants in accordance with the terms of this Agreement (the “Warrant Issuance Date”), being specified that concurrently with the execution of this Agreement,<br> the Parties enter into the Put Option Agreement to enable the Warrants Subscribers to carry<br> out a cashless exercise of all or part of the Warrants. |
| --- | --- |
4
Now,therefore, it has been agreed as follows:
| 1. | Definitions |
|---|---|
| 1.1. | In<br> this Agreement, unless the context otherwise specifically provides, the following expressions<br> shall have the following meanings: |
| --- | --- |
| Additional Warrants | means<br> the additional number of Warrants that may be issued to the Subscribers in the event of a Shortfall Event, it being specified that<br> the aggregate number of such additional Warrants to be issued shall not exceed 30% of the aggregate number of Warrants issued on<br> the Warrant Issuance Date; |
| --- | --- |
| Affiliate | means,<br> with respect to any person, any other person that directly or indirectly Controls, is Controlled by, or is under common Control with,<br> such person. For the purposes of this definition, "Control" (contrôle) has the meaning assigned in article L.233-3<br> I and III of the French Commercial Code (Code de commerce) ; |
| Agreement | has<br> the meaning assigned in the heading hereof and shall include all Appendices; |
| Board of Directors | has<br> the meaning assigned in Clause (E) of the preamble hereof; |
| BSA2026-KC | means<br> the warrants (bons de souscription d’actions) to be issued by the chief executive officer pursuant to this Agreement,<br> comprising the Tranche A/B Warrants and the Tranche C Warrants as defined in Clause 2.1; |
| Business Day | means<br> any day on which banks are generally open for business in France, London and Luxembourg, other than a Saturday or Sunday; |
| CEGCF | has<br> the meaning assigned in the appearances hereto; |
| Claret | has<br> the meaning assigned in the appearances hereto; |
| Company | has<br> the meaning assigned in the appearances hereto; |
| Dividend | means<br> any dividend or distribution, in cash or in kind, paid to Shareholders, other than any dividend or distribution (or fraction of a<br> dividend or distribution) resulting in an adjustment to the Conversion Ratio, provided that the amount of any Dividend shall be determined<br> in the same manner as the “value of the distribution per Share” pursuant to paragraph 5 of section (B) of Appendix 2. |
| EIB warrants | means<br> the 5,410,677 warrants (bons de souscription d’actions) held by the European Bank of Investment which will be repurchased<br> by the Company; |
| Equity Linked Calculation Agent | has<br> the meaning assigned in Clause 12 hereof; |
5
| Euronext Paris | means<br> the regulated market of Euronext in Paris; |
|---|---|
| Ex-Date | means<br> (a) in respect of any Dividend, the first (1st) Trading Day on which the Shares are traded ex- such Dividend, and (b) in respect<br> of any transaction giving rise to an adjustment of the Exercise Ratio pursuant to Appendix 2, (i) the first (1st) Trading Day on<br> which the Shares are traded ex- such transaction or (ii) in the case of any transaction which Record Date is to be determined by<br> an Expert pursuant to limb (b)(ii) of the definition of “Record Date”, such date as is determined in good faith to be<br> appropriate by such Expert; |
| Exercise Date | has<br> the meaning assigned in Clause 5.3.5 hereof; |
| Exercise Notice | has<br> the meaning assigned in Clause 5.3.5 hereof; |
| Exercise Period | has<br> the meaning assigned in Clause 5.1.1 hereof; |
| Exercise Price | has<br> the meaning assigned in Clause 5.3.3 hereof; |
| Exercise Ratio | has<br> the meaning assigned in Clause 5.3.2 hereof; |
| Exercise Shares Delivery Date | means,<br> in respect of any conversion of one or more Warrants pursuant to any one Exercise Notice, the actual date of delivery of the Warrant<br> Shares (other than Additional Shares) in accordance with these terms and conditions; |
| Expert | means<br> an expert of international reputation, which may include the Equity-Linked Calculation Agent acting for this purpose in such capacity<br> (as may be agreed at the relevant time between the Company and the Equity-Linked Calculation Agent), appointed from time to time<br> by the Company at its own expense and with the prior written consent of the Representative; |
| General Meeting | has<br> the meaning assigned in Clause (D) of the preamble hereof; |
| Group | means<br> the Issuer and its direct and indirect Subsidiaries from time to time; |
| Holder | means<br> any Warrant Subscriber and any successor or assignee Person(s) entered in the Register as holder(s) of the Warrants and as may be<br> represented by the Representative; |
| Industrial Competitor | means (a) any person whose primary business<br> is substantially similar or in competition with the one carried out by the Group or (b) any affiliate of such person, but, in each<br> case, shall exclude:<br><br> <br><br><br> <br>(a) any bank or financial institution which<br> is primarily engaged in or established for the purpose of making, purchasing or investing in loans or other debt securities and which<br> has appropriate information barriers in place between it and the Industrial Competitor;<br><br> <br><br><br> <br>(b)any fund or other entity that is an Affiliate<br> of such an Industrial Competitor, and which is managed and controlled independently from the Industrial Competitor and which has<br> appropriate information barriers in place between it and the Industrial Competitor; |
6
| Initial Warrants | has<br> the meaning assigned in Clause 5.3 hereof; |
|---|---|
| Issue Documents | means<br> the Subscription Agreement, this Agreement, the Put Option Agreement, the OCA Issue Agreement, or any document executed pursuant<br> to any such document and any other document designated as such by the Issuer and the Subscriber, as amended from time to time; |
| Issuer | has<br> the meaning assigned in the appearances hereto; |
| Kermode | has<br> the meaning assigned in the appearances hereto; |
| Kreos | has<br> the meaning assigned in the appearances hereto; |
| Loan-to-Own Investor | means<br> an entity whose principal investment strategy is the purchase of loans or other debt securities with a view to owning the equity<br> or gaining control of a business, provided that, Affiliates or Related Funds of such persons which are (a) deposit taking financial<br> institutions authorised by a financial services regulator or to carry out the business of banking and (b) managed and controlled<br> independently of any such entity where such Affiliate or Related Fund is acting on the other side of effective information barriers<br> or policy and procedures shall not be a Loan-to-Own Investor; |
| Major Transfer Event of Default | has<br> the meaning assigned in Clause 4.2; |
| Majority Holders | means,<br> at any time, (i) for the purposes of the Holders’ general meetings as regards matters within the scope of article L.228-103<br> of the French Commercial Code (Code de commerce), Holders holding more than two thirds (2/3) of the voting rights of the Holders<br> attending or represented at that Holders’ general meeting; and (ii) for any other purposes, Holders holding more than one half<br> (1/2) of the Warrants; |
| Non-Cooperative Jurisdiction | means<br> an “Etat ou territoire non coopératif” (non-cooperative State or territory) as set out in the list referred<br> to in article 238-0 A of the French Code Général des impôts, as such list may be amended from time to<br> time; |
| OCA Issue Agreement | means<br> the bonds issue agreement executed on the date hereof; |
| Party | has<br> the meaning assigned in the appearances hereto; |
| Put Option Agreement | means<br> the put option executed on the date hereof; |
| Record Date | means<br> (a) in respect of any Dividend (as defined in Appendix 2), the date on which the ownership of the Shares is established so as to<br> determine which holders of Shares are the beneficiaries of such Dividend, and (b) in respect of any transaction giving rise to an<br> adjustment of the Exercise Ratio pursuant to Appendix 2, (i) the date on which the ownership of the Shares is established so as to<br> determine which holders of Shares are the beneficiaries of such transaction or may take part in such transaction and, in particular,<br> to which holders of Shares, a dividend, a distribution or an allocation, announced or voted as of this date or announced or voted<br> prior to this date, should be paid, delivered, or completed; or (ii) (if such a date cannot be determined as provided in (i) above<br> in the case of a transaction pursuant to paragraph 7, 8 or 10 of section (B) of Appendix 2) such date as is determined in good faith<br> to be appropriate by an Expert; |
7
| Register | has<br> the meaning assigned in Clause 3.2 hereof; |
|---|---|
| Registrar | means<br> Société Générale Securities Services; |
| Related Fund | means<br> in relation to a fund (the first fund), means a fund which is managed or advised by the same investment manager or investment adviser<br> as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or<br> investment adviser is an Affiliate of the investment manager or investment adviser of the first fund; |
| Relevant Exchange | means<br> (a) in respect of the Shares, (i) Euronext Paris (or any successor thereto), or (ii) if the Shares are no longer admitted to trading<br> on Euronext Paris (or any successor thereto) at the relevant time, the principal stock exchange or other securities market (as determined<br> by an Expert) on which the Shares (or, as applicable, ADSs representing them) are admitted to trading at such time, or (b) in respect<br> of any other securities or other assets, (i) Euronext Paris (or any successor thereto), or (ii) if such securities or other assets<br> are not admitted to trading on Euronext Paris (or any successor thereto) at the relevant time, the principal stock exchange or other<br> securities market (as determined by an Expert) on which such securities or other assets (or, as applicable, depositary receipts representing<br> them) are admitted to trading at such time; |
| Representative | means<br> Kreos or any subsequent person appointed in accordance with the terms of Clause 8 hereof and the<br> provisions of the French Code de commerce; |
| Shares | means<br> the ordinary shares of the Issuer with a nominal value of (as at the date hereof) €0.01 each (and each, a “Share”); |
| Subscriber | has<br> the meaning assigned in Clause (B) of the preamble hereof; |
| Subscription Agreement | has<br> the meaning assigned in Clause (B) of the preamble hereof; |
| Tender Offer | means<br> a public bid made directly to the shareholders of Issuer to purchase some or all of their shares at a specified price, typically<br> at a premium to the current market price, within a fixed time period in accordance with the terms of the sections 14(d) and 14(e)<br> and the related rules promulgated by the SEC. |
8
| Term Sheet | has<br> the meaning assigned in Clause (C) of the preamble hereof; |
|---|---|
| Trading Day | means<br> a day on which the Shares are capable of being traded on the Relevant Exchange in respect thereof other than a day on which such<br> trading ceases prior to the usual closing time (whether such closing is scheduled (as it is often the case regarding trading on the<br> Euronext Paris on 24 December and 31 December) or unscheduled); |
| Tranche A/B Warrants | has<br> the meaning assigned in Clause 2.1 hereof; |
| Tranche C Warrants | has<br> the meaning assigned in Clause 2.1 hereof; |
| VWAP | means,<br> in respect of a Share or other security, on any Trading Day, the volume-weighted average price of such Share or other security as<br> published by or derived from (i) Bloomberg page HP (or any successor page) (setting “PR094 VWAP (Vol Weighted Average Price)”,<br> or any successor setting) in respect of the Relevant Exchange in respect thereof (such page being as at the Issue Date, in the case<br> of the Share, IVA FP Equity HP), provided that in the case of a VWAP to be observed over a period of several Trading Days, such VWAP<br> shall be equal to the volume-weighted average of the relevant daily VWAPs (the daily volumes to be used for the purpose<br> of determining such weighted average being the volumes as published on Bloomberg page HP (or any successor page), setting “PR316<br> VWAP Volume” (or any successor setting)), provided that where any such daily VWAP is required to be adjusted pursuant to these<br> Terms and Conditions, an inversely proportional adjustment shall be made to the daily volume in respect thereof, all as determined<br> by the Equity-Linked Calculation Agent; |
| Warrant | means<br> all or part of the BSA2026-KC; |
| Warrant Issuance Date | has<br> the meaning assigned in Clause (F) of the preamble hereof; |
| Warrant Share | has<br> the meaning assigned in Clause 5.3.3 hereof |
| Warrants Subscribers | has<br> the meaning assigned in the appearances hereto |
In this Agreement, except as otherwise provided or where clearly inconsistent in the light of the context:
| (i) | words importing the singular include<br> the plural and vice versa; |
|---|---|
| (ii) | words denoting gender include every<br> gender; |
| --- | --- |
| (iii) | words denoting persons include bodies<br> corporate or unincorporate; |
| --- | --- |
| (iv) | an article, a section, clause, sub-clause<br> or Appendix is to an article, a section, clause, sub-clause or Appendix, as the case may<br> be, of or to this Agreement, as amended from time to time; |
| --- | --- |
| (v) | any provision of a statute shall be<br> construed as a reference to that provision as amended, modified, re-enacted or extended from<br> time to time; |
| --- | --- |
9
| (vi) | words and expressions in the French<br> language defined in the French Commercial Code (Code de commerce) or the French Monetary<br> and Financial Code (Code monétaire et financier) as amended shall bear the<br> same meanings herein, and | |||||
|---|---|---|---|---|---|---|
| (vii) | capitalised terms not defined herein<br> shall have the meaning given to them in the Subscription Agreement, as amended from time<br> to time. | |||||
| --- | --- | |||||
| 1.2. | The<br> headings in this Agreement are for ease of reference only and shall not affect the construction<br> of this Agreement. | |||||
| --- | --- | |||||
| 1.3. | Should<br> any conflict arise between this Agreement and the Subscription Agreement or any ancillary<br> contractual document entered into between the parties, the Parties agree that the provisions<br> of the Subscription Agreement shall prevail. | |||||
| --- | --- | |||||
| 2. | Number<br> of Warrants | |||||
| --- | --- | |||||
| 2.1. | A<br> number of Warrants as determined in clause 5.3.1 below representing a maximum total value<br> of twelve million three hundred and fifty thousand euros (EUR 12,350,000), and which shall<br> only be exercisable under the provisions set forth in Clause 5.3. The Warrants, will be issued<br> to the Warrants Subscribers by the Company pursuant to a decision of the chief executive<br> officer (Directeur Général) in the following proportions: | |||||
| --- | --- | |||||
| TRANCHE<br> A/B <br><br> WARRANTS | TRANCHE<br> C <br><br> WARRANTS | ADDITIONAL<br> <br><br> WARRANTS | ||||
| --- | --- | --- | --- | --- | --- | --- |
| KREOS | 4,505,625 | 1,835,075 | 1,902,375 | |||
| CEGCF | 1,687,500 | 685,025 | 712,500 | |||
| KERMODE | 556,875 | 229,900 | 235,125 | |||
| Total | 6,750,000 | 2,750,000 | 2,850,000 | |||
| 2.2. | Subscription<br> to the Warrants will be completed by the execution of a subscription form by the Warrants<br> Subscribers as set out in Appendix 3 and the handwritten mention by one of the signatories<br> representing the Warrants Subscribers of the purposes of this Agreement « Bon pour souscription de n (n) BSA2026-KC » and by the payment of a<br> subscription price of EUR 0.01. | |||||
| --- | --- | |||||
| 2.3. | Each<br> Warrants Subscribers represents and warrants that he belongs to one of the categories as<br> defined under the 27th resolution adopted by the General Meeting and is a "qualified<br> investor" as defined under Article 2 (e) of Regulation EU n°2017/1129. | |||||
| --- | --- | |||||
| 3. | Form | |||||
| --- | --- | |||||
| 3.1. | In<br> accordance with Article L. 211-3 of French Monetary and Financial Code (Code monétaire et financier), the Warrants shall be held in nominative form (forme nominative)<br> and will be compulsorily recorded in securities accounts and records held by the Issuer or<br> the authorized intermediary, as the case may be. | |||||
| --- | --- | |||||
| 3.2. | Consequently,<br> the Holder rights will be recorded in securities accounts (inscription en compte)<br> opened in the name of each Holder on the corporate register (the "Register")<br> which will be held by an authorized agent. | |||||
| --- | --- |
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| 3.3. | No<br> physical document evidencing title to the Warrants (including representative certificates<br> pursuant to Article R. 211-7 of the French Monetary and Financial Code (Code monétaire et financier)) will be issued to represent the Warrants. |
|---|---|
| 3.4. | In<br> accordance with Articles L. 211-15 and L. 211-17 of the French Monetary and Financial Code<br> (Code monétaire et financier), and subject to Clause 4, transfer of the Warrants<br> will be made by transfer from account to account and the transfer of ownership of the Warrants<br> will occur once they are recorded as book entries in the acquirer’s securities account,<br> and pursuant to the terms and conditions provided herein. |
| --- | --- |
| 4. | Transfer<br> of the Warrants |
| --- | --- |
| 4.1. | The<br> Holders will be recognised by the Issuer as entitled to the Warrants they hold free from<br> any equity set-off or cross-claim on the part of the Issuer against the original or any intermediate<br> holder of such Warrants. |
| --- | --- |
| 4.2. | The<br> Warrants shall be freely transferrable, subject to obtaining the written consent of the Issuer<br> prior to such transfer, unless such transfer is: |
| --- | --- |
| (i) | to<br> another Holder ; |
| --- | --- |
| (ii) | to<br> a fund which is a Related Fund of the transferor Holder; or, |
| --- | --- |
| (iii) | made<br> at a time when a Major Transfer Event of Default is continuing (for the purpose of this clause,<br> “Major Transfer Event of Default” means an Event of Default under (i)<br> Clauses 8.1 (Non-payment), 8.7 (Cross-Default), 8.8 (Insolvency Proceedings)<br> or 8.9 (Insolvency) of the OCA Issue Agreement. |
| --- | --- |
| 4.3. | The<br> consent of the Issuer must not be unreasonably withheld or delayed. The Issuer will be deemed<br> to have given its consent ten (10) Business Days after the Holder has requested it unless<br> consent is expressly refused by the Issuer within that time. |
| --- | --- |
| 4.4. | Notwithstanding<br> the above, no assignments or transfers of any of rights or transfers (including by way of<br> novation) of any rights and obligations under any Issue Document are permitted: |
| --- | --- |
| (i) | to<br> an Industrial Competitor of the Group; |
| --- | --- |
| (ii) | to<br> a Loan-to-Own Investor unless a Major Transfer Event of Default is continuing; |
| --- | --- |
| (iii) | to<br> a person or entity resident, incorporated in a Non-Cooperative Jurisdiction or acting through<br> an office through which it will perform its obligations under this Agreement or the office<br> in the jurisdiction in which it is resident for tax purposes is situated in a Non-Cooperative<br> Jurisdiction. |
| --- | --- |
| 4.5. | Transfers<br> of the Warrants shall be effected by an instrument in writing in the usual common form signed<br> by the transferor and shall be notified to the Issuer at the latest thirty (30) Business<br> Days prior to the transmission or transfer. Such notice shall include the specific identity<br> of the transmittee(s) or transferee(s) and a confirmation from the transmittee(s) or transferee(s)<br> of its adhesion to the terms of this Agreement and the other Issue Documents. |
| --- | --- |
| 4.6. | Any<br> transferee that becomes a Holder, by whatever means and for whatever reason, shall have the<br> benefit of, and be subject to, all of the rights and obligations arising under this Agreement<br> as regards to the Warrants it holds. |
| --- | --- |
| 4.7. | The<br> Warrants are issued in accordance with the provisions of Article L. 411-2 II. of the Code monétaire et financier and shall not be offered to the public for subscription<br> or purchase (within the meaning assigned in Article L. 411-1 of the Code monétaire et financier). The Warrants will not be admitted to the operations of any clearing system.<br> The Warrants will not be admitted to listing or trading on any stock exchange or other securities<br> market. |
| --- | --- |
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| 5. | Features<br> of the Warrants |
|---|---|
| 5.1. | Period of validity |
| --- | --- |
| 5.1.1. | Exercise<br> Period |
| --- | --- |
The period of validity of the Warrants (subject to Clause 5.1.2, the “Exercise Period”) shall start upon the Warrant Issuance Date (or, in the case of the Tranche C Warrants, the date of of the Tranche C Bonds under the Subscription Agreement) and shall expire at 5 p.m. Paris time on the date of occurrence of the earlier of the following two events: (i) the tenth (10^th^) anniversary of the Warrant Issuance Date, or (ii) the date of successful closing of a Tender Offer.
The Issuer hereby commits to notify the Holders, at least one (1) month before the occurrence of the above-mentioned relevant event with respect to Tranche C (save in case of a Tender Offer, where such period may be reduced as may be required by the transaction timeline), of the coming expiry of the exercise period of the Warrants, in order to allow the Holders to exercise their Warrants if they wish to do so. Such notice shall specify the then prevailing Exercise Ratio.
Any Warrant which has not been exercised before the end of the Exercise Period shall become automatically null and void (caduc), being specified that the Holder(s) may not be compelled to exercise all or part of their Warrants.
| 5.1.2. | Suspension<br> of the ability to exercise the Warrants |
|---|
In case of any financial transaction involving a preferential subscription right or reserving a priority subscription period for the benefit of the Company’s shareholders, the Company will be entitled to suspend the exercise of the Warrants for the shorter of three (3) months or the applicable period set under French law. Notwithstanding anything contained herein, in the case of a suspension under this Clause 5.1.2 the first day of which falls during the period of three (3) months prior to the day which (but for the operation of this Clause 5.1.2) would be the last day of the Exercise Period, the Exercise Period shall be automatically extended for the same duration as the period of suspension. The Company’s decision to suspend the ability to exercise the Warrants will be published in the Bulletindes annonces légales obligatoires at least seven (7) calendar days before the suspension becomes effective and will indicate the dates on which the suspension of the exercise of the Warrants will begin and end. At the same time, notice of such information will also be given by the Company to the Holders in accordance with Clause 11 and (if the rules of the Relevant Exchange for the Shares so require) a notice published by such Relevant Exchange.
| 5.2. | Exercise condition |
|---|
Each Warrant shall be exercisable unconditionally by the holder thereof at any time during the Exercise Period in the circumstances set out in Clause 5.3 below.
| 5.3. | Exercise of the Warrants |
|---|---|
| 5.3.1. | Categories<br> of Warrants |
| --- | --- |
The Warrants shall be divided into three categories:
| (i) | The Tranche A/B Warrants<br> which warrants shall be immediately exercise upon the Issuance Date, the number of which<br> is equal to the sum (rounded down to the nearest whole multiple of a warrant) of (a) six<br> million seven hundred and fifty thousand euros (EUR 6,750,000) divided by the Exercise Price<br> and (b) the Number of Additional Tranche A/B Warrants (if any), as determined by the Equity-Linked<br> Agent on the Warrant Issuance Date (the “Tranche A/B Warrants”); |
|---|---|
| (ii) | The Tranche C Warrants,<br> the number of which is equal to the sum (rounded down to the nearest whole multiple of a<br> warrant) of (a) two million seven hundred and fifty thousand euros (EUR 2,750,000) divided<br> by the Exercise Price and (b) the Number of Additional Tranche C Warrants (if any) ,as determined<br> by the Equity-Linked Agent on the Warrant Issuance Date (the “Tranche C Warrants”);<br> and |
| --- | --- |
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| (iii) | The Additional Warrants,<br> the number of which is equal to the sum of (rounded down to the nearest whole multiple of<br> a warrant) (a) two million eight hundred and fifty thousand euros (EUR 2,850,000) divided<br> by the Exercise Price and (b) the Number of Additional Warrants worth. |
|---|
“Number of Additional TrancheA/B Warrants” means (i) if no Shortfall Event shall occur: zero, or (ii) if a Shortfall Event shall occur: 6.75 divided by 9.5 and multiplied by the Number of Additional Warrants, all as determined by the Equity-Linked Calculation Agent.
“Number of Additional TrancheC Warrants” means (i) if no Shortfall Event shall occur: zero, or (ii) if a Shortfall Event shall occur: 2.75 divided by 9.5 and multiplied by the Number of Additional Warrants, all as determined by the Equity-Linked Calculation Agent.
“Number of Additional Warrants” means (i) if no Shortfall Event shall occur: zero, or (ii) if a Shortfall Event shall occur: the lower of (a) two million eight hundred and fifty thousand euros (EUR 2,850,000) divided by the Exercise Price and (b) the result of the following formula:
| 5.3.2. | Category<br> of underlying shares |
|---|
Each Warrant shall entitle its holder to subscribe to new Shares.
The Warrant Shares (as defined below) will carry dividend rights and confer upon their holders, from their date of delivery, all the rights attached to the Shares, it being specified that in the event that the record date for any dividend right or any other entitlement or right attached to the Shares occurs prior to the relevant delivery date of the Warrant Shares (exclusive) (and whether such record date (or other applicable date as aforesaid) falls prior to, on or after the Exercise Date), the exercising Warrant Holder will not be entitled to such dividend (or interim dividend) or other entitlement or right in respect of the Warrant Shares nor to any compensation therefor,.
| 5.3.3. | Exercise<br> Ratio, Fractional Shares, Additional Shares |
|---|---|
| 5.3.3.1. | Exercise<br> Ratio, Warrant Shares |
| --- | --- |
Each Warrant will entitle its holder to subscribe to a number of Share(s) equal to the Exercise Ratio in effect on the relevant Exercise Date, provided that upon any exercise of one or more Warrants pursuant to any one Exercise Notice, the number of Shares to be issued and subscribed pursuant to such exercise (the “Warrant Shares” in respect of such exercise) shall be equal to the product (rounded down if necessary to the nearest whole multiple of Shares, subject to Clause 5.3.3.2) of (A) the number of Warrants so exercised pursuant to such Exercise Notice and (B) the Exercise Ratio in effect on the relevant Exercise Date, subject to Clause 5.3.3.3, all as determined by the Equity-Linked Calculation Agent.
“Exercise Ratio” means initially one (1) Share per Warrant, subject to adjustment from time to time in accordance with Clause 7 (and, in the event of an Equity Linked Pricing Reset, Clause 5.3.6).
| 5.3.3.2. | Fractional<br> Shares |
|---|
Upon any exercise of one or more Warrants pursuant to any one Exercise Notice and if the number of Warrant Shares in respect thereof is rounded down pursuant to Clause 5.3.3.1, the exercising Holder will receive from the Company (as soon as practicable, and in any case no later than 3 Trading Days following the date of delivery of the Shares) a cash payment equal to the product (rounded down to the nearest whole multiple of €0.01) of the fractional share so rounded down and the closing price of the Shares on the Relevant Exchange for the Shares on the last Trading Day preceding the Exercise Date (or, in the case of Additional Shares, the closing price of the Shares on such Relevant Exchange on the Effective Date (as defined in Appendix 2) of the adjustment to the Exercise Ratio giving rise to such Additional Shares, or, if such Effective Date is not a Trading Day, on the immediately following Trading Day), all as determined by the Equity-Linked Calculation Agent.
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| 5.3.3.3. | Additional<br> Shares |
|---|
If the Record Date for any event giving rise to an adjustment of the Exercise Ratio pursuant to Clause 7 occurs prior to the date of delivery of the Warrant Shares (other than Additional Shares) required to be delivered pursuant to any exercise of Warrants (and whether such Record Date falls prior to, on or after the Exercise Date) in circumstances where the Exercise Ratio in effect as of the relevant Exercise Date does not reflect the relevant adjustment in respect of such transaction pursuant to Clause 7, the Issuer will deliver to the relevant Holder of such Warrants being so exercised such number (as determined by the Equity-Linked Calculation Agent) of additional Warrant Shares (the “AdditionalShares”), as, together with the number of Warrant Shares required to be delivered based on the Exercise Ratio in effect on the Exercise Date (including for this purpose any fraction of a Share rounded down in accordance with these terms and conditions), is equal to such number of Warrant Shares as would have been required to be delivered had the Exercise Ratio adjusted in respect of such transaction been in effect on such Exercise Date.
Such Holder will receive delivery of the Additional Shares (i) on the Exercise Shares Delivery Date or (ii) if the number of Additional Shares could not be determined by the Equity-Linked Calculation Agent in time for such delivery to be made on the Exercise Shares Delivery Date, as soon as practicable after such determination is made.
| 5.3.4. | Exercise<br> Price |
|---|
The exercise price per Warrant (hereinafter referred to as the “Exercise Price”) to be determined at the Warrant Issuance Date shall, subject as provided below, be equal to the greater of (A) the product (rounded to the nearest whole multiple of €0.0001 (with €0.00005 being rounded upwards)) of (i) one hundred and ten percent (110%) and (ii) the lowest of: (a) €4.6681 (being the 30-day VWAP of the Shares on the Relevant Exchange immediately prior to the date of signing of the Term Sheet (30 April 2026)); (b) the 30-day VWAP on the Relevant Exchange immediately prior to the Warrant Issuance Date and (c) the price per share in the equity financing undertaken in connection with the repurchase of the EIB warrants and (B) the minimum price (as determined by the Issuer) per Share permitted under the applicable shareholder authorisations in force at the Warrant Issuance Date, all as determined by the Equity-Linked Calculation Agent.
For the purposes of the above, “30-dayVWAP” immediately prior to any date means the VWAP of the Shares over on the Relevant Exchange the period of 30 consecutive Trading Days immediately preceding such date, as determined by the Equity-Linked Calculation Agent.
In the event that the Exercise Price as determined in accordance with the foregoing (the “Theoretical Exercise Price”) would be lower than the 30-day VWAP of the Shares on the Relevant Exchange immediately preceding the Warrant Issuance Date (the “Closing Price”), the Exercise Price shall instead be equal to such Closing Price (a “Shortfall Event”).
The “Aggregate ExercisePrice” in respect of any exercise pursuant to any one Exercise Notice shall be equal to the product (rounded up to the nearest whole multiple of €0.01) of (i) the number of Warrants exercised pursuant to such Exercise Notice and (ii) the Exercise Price.
The Aggregate Exercise Price in respect of any exercise pursuant to any one Exercise Notice may be paid (at the election of the exercising Holder in its sole discretion, as specified in the Exercise Notice) either: (a) in cash; or (b) (in the case of a Put Option Cashless Exercise (as defined in the Put Option Agreement)) by exercising the Put Option in respect of the relevant number of Option Warrants as set out in the Put Option Agreement;.
| 5.3.5. | Exercise<br> Notice, Exercise Date |
|---|
Any Holder is allowed to exercise any or all of the Warrants held by it, at any time and from time to time during the Exercise Period, it being specified that each Warrant (i) may only be exercised once and shall be cancelled with effect from the relevant Exercise Date, subject to delivery of the Warrant Shares in respect of such exercise in accordance with the terms of this Agreement, and (ii) may only be exercised for the whole of such Warrant.
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In order to exercise all or part of the Warrants held by it into Warrant Shares, the relevant Holder shall (i) send an exercise notice to the Issuer (with a copy to the Equity-Linked Calculation Agent) specifying, inter alia, the total number of Warrants held by it as at the date of such notice and (i) the number of Warrants to be so exercised and the Aggregate Exercise Price or (ii) (in the case of a Put Option Cashless Exercise) the number of Cashless Settled Warrants (as defined in the Put Option Agreement) substantially in the form attached as Appendix1 hereto (an "Exercise Notice"), and (ii) pay to the Issuer the Aggregate Exercise Price in respect of such exercise, provided that if such Exercise Notice or, as the case may be, payment, is received by the Issuer as aforesaid after 5 p.m. Paris time or on any day which is not a Business Day, such Exercise Notice shall be deemed to have been sent, or, as the case may be, such payment shall be deemed to have been made, on the following Business Day (and the “Exercise Date” in respect of such exercise shall be the Business Day on which the later of (i) and (ii) above has occurred (or is deemed to have occurred), or if both (i) and (ii) above have occurred (or are deemed to have occurred) on the same Business Day, such Business Day, as determined by the Company).
The exercise of the Warrants shall not require the payment of any additional fee or charge by the Holder.
| 5.3.6. | Equity-Linked<br> Pricing Reset |
|---|
If an Equity-Linked Pricing Reset (for this purpose, as defined in the OCA Issue Agreement) occurs in respect of the Convertible Bonds, the Exercise Ratio shall be reset to be equal to the greater of (i) the Exercise Ratio prevailing on the last day of the Reset Calculation Period and (ii) the result (rounded up to the nearest whole multiple of 0.00001 Share) of the Exercise Price divided by 110% of the VWAPs over the period of 20 consecutive Trading Days ending on (and including) the 20th Trading Day after the release of the Phase III NATiV3 topline results (the “Reset Calculation Period”) (the “Equity-Linked Pricing Reset”), provided that (A) if the Ex-Date in respect of any Dividend, or (B) if the Ex-Date in respect of any event giving rise to an adjustment to the Exercise Ratio pursuant to Clause 7, in each case falls on or before the last day of the Reset Calculation Period:
| (a) | in the case of (A) above: the daily VWAP<br> (as referred to in the definition of “VWAP”) on any day in the Reset Calculation<br> Period falling prior to the Ex-Date of such Dividend shall be reduced by the amount thereof;<br> and |
|---|---|
| (b) | in the case of (B) above: |
| --- | --- |
| (i) | if the date on which such adjustment<br> becomes effective pursuant to Clause 7 falls after the last day of the Reset Calculation<br> Period, then the daily VWAP (as aforesaid) on any day in the Reset Calculation Period falling<br> on or after such Ex-Date shall be multiplied by a fraction, the numerator of which is the<br> Exercise Ratio so adjusted and the denominator of which is the Exercise Ratio in effect immediately<br> prior to such adjustment; or |
| --- | --- |
| (ii) | if the date on which such adjustment<br> becomes effective pursuant to Clause 7 falls on or before the last day of the Reset Calculation<br> Period then the VWAP on any day in the Reset Calculation Period falling prior to such Ex-Date<br> shall be divided by the fraction referred to in sub-paragraph (i) above, |
| --- | --- |
all as determined by the Equity-Linked Calculation Agent.
The Equity-Linked Pricing Reset shall become effective on the date (the “Equity-Linked Pricing Reset Effective Date”) which is the first Business Day on which the adjusted Exercise Ratio can be determined in accordance with the foregoing, provided that if any other adjustment to the Exercise Ratio becomes effective pursuant to Clause 7 after the last day of the Reset Calculation Period but on or prior to the Equity-Linked Pricing Reset Effective Date, the adjusted Exercise Ratio determined in accordance with the preceding paragraph shall be multiplied by a fraction, the numerator of which is the Exercise Ratio in effect immediately prior to such other adjustment to the Exercise Ratio and the denominator of which is the Exercise Ratio in effect immediately thereafter, all as determined by the Equity-Linked Calculation Agent.
The Equity-Linked Pricing Reset shall be subject to the Company’s shareholder resolutions and may require an extraordinary general meeting. The relevant resolution shall be submitted for approval at the next general meeting of the Company’s shareholders, to the extent that the applicable notice periods can be complied with, failing which at the subsequent general meeting.
15
| 6. | Issuance<br> and transferability of underlying shares |
|---|---|
| 6.1. | The<br> capital increase arising from the exercise of the Warrants shall be definitively completed<br> as a mere consequence of and on the date of receipt by the Registrar and the Issuer of the<br> Exercise Notice of the Warrants and subscription to the shares and payment of the subscription<br> price for said shares: |
| --- | --- |
| (i) | in the event that<br> the subscription amount is paid in cash, such payment shall be made by wire transfer to a<br> bank account notified by the relevant Holder to the Issuer, in immediately available, freely<br> transferable funds in Euros. The new shares resulting from the exercise of the Warrants shall<br> be issued upon receipt of the proof of initiation of payment by the Holder, in cash, of the<br> exercise price of each Warrant so exercised, |
| --- | --- |
| (ii) | in the event that<br> the subscription amount is paid by set-off against certain, liquid and payable debts owed<br> by the Issuer to the Holder, payment shall be deemed to be made on the date of the debt certificate<br> issued by the Issuer's Statutory Auditor. |
| --- | --- |
| 6.2. | The<br> Registrar shall promptly deliver freely tradable Shares to the relevant Holder upon each<br> exercise of Warrant(s), it being specified that the relevant Holder shall receive the Warrant<br> Shares no later than two (2) Trading days after the receipt of the relevant Exercise Notice,<br> subject to the receipt of all relevant information for the delivery of the shares to the<br> Warrant Holder. |
| --- | --- |
| 6.3. | The<br> new Shares issued upon exercise of Warrant(s) shall be subject to all provisions of the by-laws<br> and to decisions of the general meetings of the shareholders of the Issuer. The new Shares<br> (or, if the Relevant Exchange therefor is a stock exchange or securities market on which<br> ADSs representing them are listed and admitted to trading, ADSs representing such new Shares)<br> shall be admitted to trading on the Relevant Exchange therefor as from their date of delivery,<br> will carry immediate and current dividend rights (“jouissance courante”)<br> and will be fully assimilated to and fungible with the existing Shares, subject as provided<br> in Clause 5.3.2. |
| --- | --- |
| 7. | Protection<br> of the Holders |
| --- | --- |
| 7.1. | The<br> protection of the Holders will be as set forth in Appendix 2, it being specified<br> that in accordance with Article L. 228-98 of the French Commercial Code (Code de commerce),<br> the Issuer may, without requesting authorization from the Holders, redeem its share capital,<br> change its profit distribution, its form or its object. The Parties agree that the provisions<br> of Appendix 2 shall form an integral part of this Agreement. |
| --- | --- |
| 8. | Representative |
| --- | --- |
| 8.1. | The Masse |
| --- | --- |
| (i) | In accordance with the provisions<br> of Article L.228-103 of the French Code de Commerce, the Holders shall form a group<br> (masse) with legal personality, represented by a representative (représentant de la masse) (the "Representative") whose appointment and powers are<br> defined hereafter. |
| --- | --- |
| (ii) | The statutory provisions in relation<br> to the masse and the représentant de la masse shall apply to the issuance of<br> the Warrants. |
| --- | --- |
| (iii) | The powers of the masse shall be<br> defined in accordance with the relevant provisions of the French Code de Commerce. |
| --- | --- |
| (iv) | In accordance with the provisions<br> of Article L.228-47 of the French Code de Commerce, Kreos is hereby appointed as first<br> Representative*.* In case of resignation of Kreos, any new Representative shall be appointed<br> by a general meeting of the Holders held for that purpose or otherwise in accordance with<br> the provisions of the French Code de Commerce. It being specified for the avoidance<br> of doubt that whenever all Warrants are held by a single Holder, regardless of whether a<br> person or a company, that Holder shall personally exercise all the rights of the Representative<br> and shall have all rights that may be attributed to the Representative by applicable statutory<br> provisions and this Agreement. |
| --- | --- |
16
| 8.2. | Representative’s remuneration |
|---|
The Representative will not be remunerated for its mission.
| 8.3. | Meetings of Holders |
|---|---|
| (i) | A general assembly of the Holders<br> may be held at any time at the registered office of the Issuer or in any other place indicated<br> in the notice calling the assembly. |
| --- | --- |
| (ii) | The general assembly of Holders shall<br> be called and held in accordance with the law. |
| --- | --- |
| (iii) | All resolutions of the general assembly<br> shall be adopted by the Majority Holders. For the purposes of any such resolution, each Warrant<br> shall give the right to one (1) vote. |
| --- | --- |
| 8.4. | Representative's duties |
| --- | --- |
The Representative shall:
| (i) | send to each Holder details of each<br> communication delivered to it by the Issuer for that Holder under the terms and conditions<br> of the Warrants (and by the Issuer pursuant to Article L. 228-55 of the French Code de Commerce) as soon as reasonably practicable after receipt; |
|---|---|
| (ii) | for all matters requiring, legally<br> or under the provisions of the terms and conditions of the Warrants, the consent of the Majority<br> Holders, act in accordance with any instructions from the Majority Holders or, if so instructed<br> by the Majority Holders, refrain from exercising a right, power or discretion vested in it<br> under the terms and conditions of the Warrants; and |
| --- | --- |
| (iii) | have only those duties, obligations<br> and responsibilities expressly specified in the terms and conditions of the Warrants, and |
| --- | --- |
| (iv) | promptly notify each Holder of the<br> occurrence of any Event of Default (as this terms is defined in the Subscription Agreement),<br> or, if the Representative receives notice from the Issuer referring this Agreement, describing<br> an Event of Default and stating that the circumstance described is an Event of Default, of<br> the receipt and content of such notice. |
| --- | --- |
| 8.5. | Representative's rights |
| --- | --- |
| 8.5.1. | The<br> Representative may: |
| --- | --- |
| (i) | perform any of its duties, obligations<br> and responsibilities under the terms and conditions of the Warrants by or through its personnel,<br> delegates or agents (on the basis that it may extend the benefit of any indemnity received<br> by it under the terms and conditions of the Warrants to its personnel, delegates or agents); |
| --- | --- |
| (ii) | except as expressly provided to the<br> contrary in the terms and conditions of the Warrants, refrain from exercising any right,<br> power or discretion vested in it under the terms and conditions of the Warrants until it<br> has received instructions from the Majority Holders or, where relevant, all the Holders; |
| --- | --- |
| (iii) | refrain from doing anything which<br> would or might in its opinion be contrary to any law, regulation or judgment of any court<br> of any jurisdiction or otherwise render it liable to any person, and may do anything which<br> is in its opinion necessary to comply with any such law, regulation or judgment; |
| --- | --- |
| (iv) | assume that no Event of Default is<br> continuing, unless an officer of the Representative while active on the account of the Issuer<br> acquires actual knowledge to the contrary; |
| --- | --- |
17
| (v) | refrain from taking any step (or further<br> step) to protect or enforce the rights of any Holder under the terms and conditions of the<br> Warrants until it has been indemnified and/or secured to its satisfaction against all losses<br> (including legal fees) which it would or might sustain or incur as a result; |
|---|---|
| (vi) | rely on any communication or document<br> believed by it to be genuine and correct and assume that any communication or document has<br> been communicated or signed by the person by whom it purports to be communicated or signed; |
| --- | --- |
| (vii) | rely as to any matter of fact which<br> might reasonably be expected to be within the knowledge of the Issuer in a statement by or<br> on behalf of the Issuer; and |
| --- | --- |
| (viii) | obtain and pay for any legal or<br> other expert advice or services which may seem necessary or desirable to it and rely on any<br> such advice. |
| --- | --- |
| 8.5.2. | Neither<br> the Representative nor any of its personnel or agents shall be: |
| --- | --- |
| (i) | responsible for the adequacy, accuracy<br> or completeness of any representation, warranty, statement or information in any Issue Document<br> or any notice or other document delivered under any Issue Document; |
| --- | --- |
| (ii) | responsible for the execution, delivery,<br> validity, legality, adequacy, enforceability or admissibility in evidence of any Issue Document; |
| --- | --- |
| (iii) | obliged to enquire as to the occurrence<br> or continuation of an Event of Default or as to the accuracy or completeness of any representation<br> or warranty made by the Issuer under any Issue Document; |
| --- | --- |
| (iv) | responsible for any failure of the<br> Issuer or any of the Holder duly and punctually to observe and perform their respective obligations<br> under any Issue Document; |
| --- | --- |
| (v) | responsible for the consequences of<br> relying on the advice of any professional advisers selected by any of them in connection<br> with any Issue Document; |
| --- | --- |
| (vi) | liable for acting (or refraining<br> from acting) in what it believes to be in the best interests of the Holders in circumstances<br> where it has been unable, or it is not practicable, to obtain the instructions of the Holders<br> or the Majority Holders (as the case may be); or |
| --- | --- |
| (vii) | liable for anything done or not<br> done by it under or in connection with any Issue Document, save in the case of its own gross<br> negligence or wilful misconduct. |
| --- | --- |
| 8.6. | Representative Individually |
| --- | --- |
(i) If it is a Holder, the Representative shall have the same rights and powers under the terms and conditions of the Warrants as any other Holder and may exercise those rights and powers as if it were not also acting as the Representative.
(ii) The Representative may (y) retain for its own benefit and without liability to account any fee or other amount receivable by it for its own account; and (z) accept deposits from, lend money to, provide any advisory, trust or other services to or engage in any kind of banking or other business with any Holder or any subsidiary thereof (and, in each case, may do so without liability to account).
(iii) If the Representative resigns, the resignation of the retiring Representative shall become effective upon the appointment of a successor.
18
| 8.7. | Communications and Information |
|---|
(i) All communications to the Issuer in connection with this Agreement are to be made by or through the Representative or to the Representative as the case may be.
(ii) The Representative will not be obliged to transmit to any other Holder any information relating to any party to any Issue Document which the Representative may have acquired otherwise than in connection with the Warrants or this Agreement.
(iii) Notwithstanding anything to the contrary expressed or implied in any Issue Document, the Representative shall not, as between itself and the other Holders, be bound to disclose to any other Holder or other person any information, disclosure of which might in the opinion of the Representative result in a breach of any law or regulation or be otherwise actionable at the suit of any person.
| 8.8. | Non-Reliance on Representative |
|---|
Each Holder confirms that it is (and will at all times continue to be) solely responsible for making its own independent investigation and appraisal of the business, operations, financial condition, creditworthiness, status and affairs of each member of the Issuer and has not relied, and will not at any time rely, on the Representative:
(i) to provide it with any information relating to the business, operations, financial condition, creditworthiness, status and affairs of the Issuer, whether coming into its possession before or after the Warrant Issuance Date, except as specifically provided otherwise in this Agreement; or
(ii) to check or enquire into the adequacy, accuracy or completeness of any information provided by the Issuer under or in connection with any Issue Document (whether or not that information has been or is at any time circulated to it by the Representative); or
(iii) to assess or keep under review the business, operations, financial condition, creditworthiness, status or affairs of the Issuer.
| 8.9. | Representative's indemnity |
|---|---|
| (i) | Each Holder shall on demand indemnify<br> the Representative (in proportion to that Holder's number of Warrants) against any loss incurred<br> by the Representative in complying with any instructions from the Holders or the Majority<br> Holders (as the case may be) or otherwise sustained or incurred in connection with the Issue<br> Documents or its duties, obligations and responsibilities under the Issue Documents, except<br> to the extent that it is incurred as a result of the gross negligence or wilful misconduct<br> of the Representative or any of its personnel. |
| --- | --- |
| (ii) | The provisions of paragraph (i) above<br> are without prejudice to any obligations of the Issuer to indemnify the Representative under<br> the Issue Documents. |
| --- | --- |
| 9. | Remedies<br> and waivers |
| --- | --- |
| 9.1. | No<br> failure, delay or other relaxation or indulgence on the part of the Holders to exercise any<br> power, right or remedy shall operate as a waiver thereof nor shall any single or partial<br> exercise or waiver of any power, right or remedy preclude its further exercise or the exercise<br> of any other power, right or remedy. |
| --- | --- |
| 10. | Severability |
| --- | --- |
| 10.1. | Each<br> of the provisions of this Agreement is severable and distinct from the others and if at any<br> time one or more of such provisions is or becomes invalid, illegal or unenforceable the validity,<br> legality and enforceability of the remaining provisions hereof shall not in any way be affected<br> or impaired thereby. |
| --- | --- |
| 10.2. | In<br> such case, the Issuer shall use its best efforts to take appropriate actions to replace such<br> provision with an economically equivalent provision which is valid, legal and enforceable,<br> such commitment being, for the avoidance of doubt, a material commitment. |
| --- | --- |
19
| 11. | Notices |
|---|---|
| 11.1. | All<br> notices, demands or other communications under or in connection with this Agreement may be<br> given by letter, facsimile or other comparable means of communication addressed to the person<br> at the address identified with its signature below. |
| --- | --- |
| To<br> the Issuer: | Inventiva S.A.<br><br> <br>To the attention<br> of Mr. Andrew Obenshain<br><br> <br>50 rue de Dijon<br><br> <br>21121 DAIX<br><br> <br>France<br><br> <br>E-mail:<br><br> <br><br><br> <br>With copy (for<br> information purposes) to:<br><br> <br><br><br> <br>Mr. Arnaud Duhamel<br><br> <br>Avocat associé<br><br> <br>Gide Loyrette<br> Nouel<br><br> <br>15, rue de Laborde<br><br> <br>75008 Paris<br><br> <br>E-mail: |
| --- | --- |
| To the Representative: | Kreos Capital VIII Aggregator SCSp,<br><br> <br>c/o BlackRock Investment Management (UK) Limited<br><br> <br>Kreos - Private Debt-EMEA Venture & Growth Lending Group<br><br> <br>12 Throgmorton Avenue<br><br> <br>London<br><br> <br>EC2N 2DL<br><br> <br><br><br> <br>With copy to:<br><br> <br><br><br> <br>The Office of the General Counsel<br> (EMEA)<br><br> <br>(Legal Transactions Group)<br><br> <br><br><br> <br>Email:<br><br> <br><br><br> <br>With copy to<br><br> <br><br><br> <br>Attention: Aris Constantinides,<br> Todd Spiers, Chris Church, Kailey Aliyar,<br><br> <br>Michaela Strempfl, Kevin Temke<br><br> <br>Nana Darko, Meryem Hassan,<br><br> <br>Elin Gosby, Gabrielle Metherall<br><br> <br><br><br> <br>With copy (for information purposes)<br> to:<br><br> <br><br><br> <br>Mr. Guilain Hippolyte<br><br> <br>Avocat associé<br><br> <br>Reed Smith LLP<br><br> <br>112, avenue Kleber<br><br> <br>75116 Paris<br><br> <br>E-mail: |
20
| 11.2. | Any<br> such communication will be deemed to be given as follows: |
|---|---|
| (i) | if personally delivered, at the time<br> of delivery, as documented by a receipt; |
| --- | --- |
| (ii) | if by letter, on the date entered<br> by the addressee on the receipt in the case of delivery by hand or on the date when delivery<br> is first attempted in the case of a recorded delivery letter with acknowledgement of receipt;<br> and |
| --- | --- |
| (iii) | if by email transmission or comparable<br> means of communication during the business hours of the addressee then on the day of transmission,<br> otherwise on the next following Business Day. |
| --- | --- |
| 11.3. | In<br> proving such service it shall be sufficient to prove that personal delivery was made or that<br> such letter was properly stamped, addressed and delivered to the postal authorities or in<br> the case of email transmission or other comparable means of communication that a confirming<br> hard copy was provided promptly after transmission. |
| --- | --- |
| 12. | Calculation<br> Agent, Expert |
| --- | --- |
The Issuer has appointed Conv-Ex Advisors Limited as equity-linked calculation agent (the “Equity-Linked Calculation Agent”) to perform such determinations as are expressly specified to be made by it in this Warrants Issue Agreement.
The Issuer reserves the right at any time to modify or terminate the appointment of the Equity-Linked Calculation Agent Calculation Agent and/or appoint a substitute Equity-Linked Calculation Agent or approve any change in the office through which such agent acts, in each case with the prior written consent of the Representative.
The Equity-Linked Calculation Agent is acting exclusively as an agent for, and upon request from, the Issuer. Neither the Equity-Linked Calculation Agent (acting in such capacity) nor any Expert appointed in connection with the Warrants (acting in such capacity), shall have any relationship of agency or trust with, nor shall the Equity-Linked Calculation Agent (acting in such capacity) nor any Expert appointed as aforesaid (to the fullest extent permissible by law) shall be liable, nor shall they incur any liability as against, the Holders, the Representative and (in the case of any determinations performed by an Expert) the Equity-Linked Calculation Agent.
The Equity-Linked Calculation Agent may, subject to the provisions of the calculation agency agreement to be entered into between the Issuer and the Equity-Linked Calculation Agent at the latest on the Warrant Issuance Date, consult on any matter (including but not limited to, any legal matter), with any legal or other professional adviser and it shall be able to rely upon, and it shall not be liable and shall incur no liability as against the Issuer, the Representative or the Holders in respect of anything done, or omitted to be done, relating to that matter in good faith in accordance with that adviser’s opinion.
If in the reasonable determination of the Issuer or any Holder any doubt shall arise as to whether an adjustment is to be made to the Exercise Ratio or as to the appropriate adjustment to the Exercise Ratio, or as to any other determination specified to be made in this Warrants Issue Agreement, or which is made, by the Calculation Agent, following consultation between the Issuer, the Holders and the Equity-Linked Calculation Agent an Expert shall be required to be deliver a written opinion in respect of such determination and such written opinion shall be conclusive and binding on the Issuer, the Holders, the Representative and the Equity-Linked Calculation Agent, save in the case of wilful default, bad faith or manifest error.
21
| 13. | Electronic<br> Signature |
|---|---|
| 13.1. | This<br> Agreement is signed by the Parties by way of an electronic signature process implemented<br> by DocuSign, a Third Party guaranteeing the security and the integrity of the numerical copy<br> in accordance with article 1367 of the French Civil Code (Code civil) and the decree<br> n°2017-1416 dated 28 September 2017 relating to electronic signature, implementing the<br> Regulation (UE) n°910/2014 of the European Parliament and of the European Council dated<br> 23 July 2014 on electronic identification and trust services for electronic transactions<br> in the internal market. |
| --- | --- |
| 13.2. | In<br> accordance with paragraph 4 of article 1375 of the French Civil Code (Code civil),<br> this Agreement has been established in one electronic original version, a copy of which will<br> be delivered to each Party directly by DocuSign in charge of the implementation of the solution<br> of electronic signature in accordance with the French regulation. Each Party shall take the<br> measures best suited to guarantee that the Agreement is electronically signed by its legal<br> representative or by any person duly authorized by a proxy, as mentioned above. |
| --- | --- |
| 13.3. | The<br> Parties hereby duly agree and consent to sign the Agreement electronically and, therefore,<br> waive their right to introduce any dispute, controversy, proceedings or claim relating to<br> the reliability on the electronic signature process and/or the expression of their will to<br> conclude the Agreement. |
| --- | --- |
| 14. | Governing<br> law - Jurisdiction |
| --- | --- |
| 14.1. | This<br> Agreement is governed by and shall be construed in accordance with French law. |
| --- | --- |
| 14.2. | Any<br> dispute concerning the validity, interpretation or performance of this Agreement will be<br> submitted to the Tribunal des Activités Economiques(commercial court) of Paris. |
| --- | --- |
22
Signature Page
This Agreement has been signed electronically through DocuSign, on the date set forth at the beginning of this Agreement.
| For and on<br> behalf of Kreos Capital VIII Aggregator SCSp | ||
|---|---|---|
| Inventiva S.A. | By: BlackRock Investment Management (UK) Limited, its investment manager | |
| Mr. Andrew Obenshain | ||
| By: | ||
| Name: Aris<br> Constantinides (Managing Director) | ||
| By: | ||
| Name: Sean<br> Dunne (Managing Director) | ||
| Claret Kermode Fund II | ||
| Signed for and on behalf<br> of Claret Kermode Fund II by its General Partner | CEGCF IV Aggregator L.P. acting by two Designated Members, Claret Investments Limited and Claret Capital Partners Limited | |
| Claret Kermode II GP | Claret Investments<br> Limited | |
| By: Johan Kampe | ||
| Rajen Shah - Class A Manager | Title: Designated<br> Member | |
| Gaffyn Price - Class B<br> Manager | Claret Capital<br> Partners Limited | |
| By: Rajen Shah | ||
| Title: Designated<br> Member |
23
Appendix1
Agreed form Exercise Notice
24
To :
Inventiva S.A.^1^
(as Issuer)
Cc.:^2^
CONV-EX ADVISORS LIMITED
Email:
For attention of: Calculation Agency Team
(or such other party and/or email as notified by the Issuer to the Representative in accordance with Clause 11)
(as Equity-Linked Calculation Agent)
EXERCISE FORM
The undersigned
Kreos Capital VIII Aggregator SCSp, a partnership (société en commandite spéciale) incorporated under the laws of Luxembourg, having its registered office at 28, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, registered under identification number B297897 and ___________________] [other Holder]
Holding, at the date hereof _______________ Warrants issued by the chief executive officer (Directeur général) of Inventiva S.A., a limited company (sociétéanonyme) incorporated under the laws of France, having its registered office at 50, rue de Dijon – 21121 Daix, France, registered under single identification number 537 530 255 RCS Dijon, in accordance with the terms and conditions of the warrant issue agreement entered into on ___________ 2026 between Kreos Capital VIII Aggregator SCSp, CEGCF IV Aggregator L.P. and Claret Kermode Fund II, SCSp,
Having taken knowledge of the exercise conditions of the Warrants,
Hereby declares exercising:
| (a) | _________________ Warrants, being specified<br> that at the date hereof; or |
|---|---|
| (b) | (if such exercise is pursuant to Option<br> 2 below) such number of Warrants as is calculated by the Equity-Linked Calculation Agent<br> in accordance with the Put Option Agreement based on the number of Cashless Settled Warrants<br> specified by us below. |
| --- | --- |
^1^ By email transmission only in accordance with Clause 11
^2^ By email transmission only
25
| **¨**Option 1<br><br> <br><br><br> <br>Cash exercise | **¨**Option 2<br><br> <br><br><br> <br>Put Option Cashless Exercise<br><br> <br>(as defined in the Put Option Agreement) |
|---|---|
| As a consequence, declares subscribing to<br> such number of new shares in the Company as is determined by the Equity-Linked Calculation Agent in accordance with the terms and<br> conditions of the Warrants, and, concurrently paying as the subscription price for such shares (including the applicable issuance<br> premium), a global amount equal to the Aggregate Exercise Price of __________________________^3^, by bank transfer to the<br> following account:<br><br> <br><br><br> <br>[●] | Hereby declares:<br><br> <br><br><br> <br>(i) exercising<br> the Put Option in respect of such number of Option Warrants as is determined by the Equity-Linked Calculation Agent in accordance<br> with the Put Option Agreement on the basis of a number of Cashless Settled Warrants equal to ______________ Warrants;<br><br> <br><br><br> <br>(ii) exercising<br> such number of Warrants as is determined by the Equity-Linked Calculation Agent in accordance with the Put Option Agreement based<br> on the aforementioned number of Cashless Settled Warrants, and<br><br> <br><br><br> <br>(iii) subscribing<br> to such number of new shares in the Company as is determined by the Equity-Linked Calculation Agent in accordance with the terms<br> and conditions of the Warrants, for a total subscription price for such shares (including the applicable issuance premium) equal<br> to the aggregate Put Price in respect of the Option Warrants, by means of setting-off with the Put Price owed by the Issuer. |
Executed in ____________
On _____________
In two (2) originals
_________________________
[●]
^3^ Being equal to the product (rounded up to the nearest whole multiple of €0.01) of (i) the number of Warrants exercised pursuant to this Exercise Notice and (ii) the Exercise Price.
26
Bon pour souscription formelle et irrévocabledu nombre d’actions tel que déterminé par le Equity-Linked Calculation Agent / Valid for the formal and irrevocable subscription of the number of shares as determined by the Equity-Linked Calculation Agent
27
Appendix2
Protection of the Holders
| (A) | Specific provisions |
|---|
In accordance with Article L.228-98 of the French Commercial Code (Code de commerce):
| (1) | the Issuer may change<br> its form or its corporate purpose without requesting the approval of the Holders' general<br> meeting; |
|---|---|
| (2) | the Issuer may, without<br> requesting the approval of the Holders' general meeting, redeem its share capital, or modify<br> the allocation of its profit and/or issue voting or non-voting preference Shares or other<br> preferred equity instruments provided that, as long as any Warrants are outstanding, it takes<br> the necessary measures to preserve the rights of the Holders; |
| --- | --- |
| (3) | in the event of a<br> capital reduction resulting from losses and realised through a decrease of the par value<br> or of the number of Shares comprising its share capital which the Issuer may carry out as<br> from the Issue Date and the Record Date of which occurs before the delivery date of the Shares<br> upon any exercise of one or more Warrants, the rights of the Holders will be reduced accordingly,<br> as if they had exercised such Warrants prior to the date on which such share capital reduction<br> occurred. In the event of a reduction of the share capital by a decrease in the number of<br> Shares, the new Exercise Ratio will be determined by the Equity-Linked Calculation Agent<br> and will be equal to the product of the Exercise Ratio in effect immediately prior to the<br> Effective Date and the following ratio: |
| --- | --- |
| Number of Shares in the share capital after the reduction | |
| --- | |
| Number of Shares in the share capital prior to the reduction |
The Exercise Ratio so adjusted will be rounded to the nearest whole multiple of 0.00001 Share (with 0.000005 being rounded upwards). Any subsequent adjustments will be carried out on the basis of such newly calculated and rounded Exercise Ratio.
Such adjustment to the Exercise Ratio will become effective on the later of (i) the date on which the transaction triggering such adjustment is completed and (ii) the first Business Day on which the adjustment is capable of being determined in accordance with the terms of this Agreement.
| (B) | Adjustments to the Exercise Ratio in the<br> event of financial transactions of the Issuer |
|---|
Upon completion of any of the following transactions:
| 1. | reduction<br> of share capital of the Issuer resulting from losses and realized through a decrease in the<br> par value or the number of shares comprising the share capital, |
|---|---|
| 2. | issuance,<br> with a preferential subscription right to existing shareholders, of securities, |
| --- | --- |
| 3. | increase<br> in share capital by capitalisation of reserves, profits or share premia, and by distribution<br> of bonus shares, or the subdivision or consolidation of shares, |
| --- | --- |
| 4. | in<br> the event that a nominal value is assigned to the shares, an increase in share capital of<br> the Issuer, without issuing shares, by capitalisation of reserves, profits or share premia<br> by increasing the nominal value of the shares, |
| --- | --- |
28
| 5. | distribution<br> of reserves in cash or in kind or a share premium, |
|---|---|
| 6. | allotment<br> of bonus financial instruments other than shares, |
| --- | --- |
| 7. | merger<br> by acquisition (fusion par absorption), merger (fusion par création d’une nouvelle<br> société), spin-off, division (scission) of the Issuer, |
| --- | --- |
| 8. | buy-back<br> of own shares at a price that is higher than the share price, |
| --- | --- |
| 9. | amortisation<br> in share capital of the Issuer, |
| --- | --- |
| 10. | modification<br> of the Issuer’s allocation of its profits, |
| --- | --- |
in each case the Record Date of which falls on or after the Warrant Issuance Date (save in the case of any exercised Warrant if the date of delivery of the Warrant Shares in respect of such exercise falls on or before such Record Date), the rights of the Holders will be protected by adjusting the Exercise Ratio (or as otherwise prescribed) in accordance with the following provisions.
Any adjustment to the Exercise Ratio carried out in accordance with this section (B) (or section (A)) will become effective on the later of (i) the date on which the transaction triggering such adjustment is completed and (ii) the first Business Day on which the adjustment is capable of being determined in accordance with these provisions (such date on which such adjustment becomes effective, the “Effective Date” in respect of the relevant adjustment).
In the event of an adjustment carried out in accordance with paragraphs 1 to 10 below, the Exercise Ratio so adjusted will be rounded to the nearest whole multiple of 0.00001 Share (with 0.000005 being rounded upwards). Any subsequent adjustments will be carried out on the basis of such newly calculated and rounded Exercise Ratio.
1. In the event of a reduction of share capital of the Issuer resulting from losses and realized through a decrease in the par value or the number of Shares comprising the share capital, the Holders’ rights will be reduced as a result, as if they had exercised their conversion right before the date on which the reduction of capital occurred. In the event of a reduction of share capital by a decrease in the number of Shares, the new Exercise Ratio will be determined by the Equity-Linked Calculation Agent and will be equal to the product of the Exercise Ratio in effect immediately prior to the Effective Date and the following ratio:
| Number<br> of Shares comprising the capital after the transaction |
|---|
| Number<br> of Shares comprising the capital before the transaction |
2. (a) In the event of a financial transaction conferring a preferential subscription right to the holders of the Shares (the “Shareholders”) (issuance of Shares or any other securities of any nature), the new Exercise Ratio will be determined by the Equity-Linked Calculation Agent and will be equal to the product of the Exercise Ratio in effect immediately prior to the Effective Date and the following ratio:
| Value<br> of the Share ex-subscription right + value of the subscription right |
|---|
| Share<br> value ex-subscription right |
To calculate this ratio, (i) the value of a Share ex-subscription right will be equal to the arithmetic average of the opening prices (if any) of the Shares on the Relevant Exchange for the Shares on all Trading Days included in the subscription period and (ii) the value of the subscription right will be equal to the average of the opening prices (if any) of the preferential subscription right on the Relevant Exchange for the preferential subscription right on all Trading Days included in the subscription period.
29
(b) In the event of a financial transaction carried out through the free allocation of listed subscription warrants to Shareholders with a correlative ability to sell the securities resulting from subscription warrants not exercised by the holders during the period of subscription that applies to them^4^, the new Exercise Ratio will be determined by the Equity-Linked Calculation Agent and will be equal to the product of the Exercise Ratio in effect immediately prior to the relevant Effective Date and the following ratio:
| Value<br> of a Share after detachment + Value of the subscription warrant |
|---|
| Value of a<br> Share after detachment |
For the calculation of this ratio:
| (i) | the value of a Share<br> after detachment of the subscription warrant will be equal to the volume-weighted average<br> of (i) the trading prices (if any) of the Shares on the Relevant Exchange therefor on each<br> Trading Day included in the subscription period, and, if there is a rump placement, (ii)<br> either (a) the sale price of the Shares sold in the rump placement (and applying the volume<br> of Shares sold in the offering to the sale price), if such securities are fungible with the<br> Shares, or (b) the trading prices (if any) of the Shares on such Relevant Exchange on the<br> day the sale price for the securities sold in the rump placement is fixed, if such securities<br> are not fungible with the Shares; |
|---|---|
| (ii) | the value of the subscription<br> warrant will be equal to the volume-weighted average of (i) the trading prices (if any) of<br> the subscription warrants on the Relevant Exchange therefor on each Trading Day included<br> in the subscription period, and (ii) the implicit value of the subscription warrants (applying<br> to this amount the corresponding number of warrants exercised in respect of the securities<br> sold in the offering), being equal to either (a) the difference, if positive, adjusted by<br> the warrant exercise ratio, between the sale price of the securities sold in the rump placement<br> and the subscription price of the securities upon the exercise of the subscription warrants,<br> or (b) if such difference as aforesaid is not positive, zero (0). |
| --- | --- |
3. In the event of an increase in share capital of the Issuer by capitalisation of reserves, profits or share premia and by distribution of bonus Shares, or by the subdivision or consolidation of Shares, the new Exercise Ratio will be determined by the Equity-Linked Calculation Agent and will be equal to the product of the Exercise Ratio in effect immediately prior to the Effective Date and the following ratio:
| Number<br> of Shares after the transaction |
|---|
| Number<br> of Shares existing before the transaction |
4. In the event of an increase in share capital of the Issuer without shares being issued by means of a capitalisation of reserves, profits or share premia performed by increasing the nominal value of the shares, the nominal value of the shares which may be delivered to the Holders upon exercise of any Warrant will be increased accordingly.
^4^ Are only concerned warrants which are “substitutes” of preferential subscription rights (exercise price usually lower than the market price, term of the warrant similar to the period of subscription of the capital increase with upholding of the Shareholders’ preferential subscription right, option to “recycle” the non-exercised warrants). The adjustment as a result of a free allocation of standard warrants (exercise price usually greater than the market price, term usually longer, absence of option granted to the beneficiaries to “recycle” the non-exercised warrants) shall be made in accordance with paragraph 6.
30
5. In the event of the distribution by the Issuer of reserves or premiums in cash or in kind to the Shareholders, the new Exercise Ratio will be determined by the Equity-Linked Calculation Agent and will be equal to the product of the Exercise Ratio in effect immediately prior to the Effective Date and the following ratio:
| Value<br> of the Share before distribution |
|---|
| Value of the<br> Share before distribution – Value of the distribution per Share |
For the calculation of this ratio:
| (i) | the value of a Share<br> before distribution will be equal to the VWAP of the Shares over the period comprising the<br> last three Trading Days preceding the first Trading Day on which the Shares are traded ex-distribution; |
|---|---|
| (ii) | the Value of the distribution<br> per Share will be equal to: |
| --- | --- |
| a. | if the distribution is<br> made solely in cash, or is made either in cash or in kind (including but not limited to Shares)<br> at the option of the Shareholders (including but not limited to pursuant to Articles L.232-18<br> et seq. of the French Commercial Code (Code de commerce)): the amount of such cash payable<br> per Share, i.e., disregarding the value of the in-kind property payable in lieu of such cash<br> amount at the option of the Shareholders as aforesaid; or |
| --- | --- |
| b. | if distribution is made<br> solely in kind: |
| --- | --- |
| i. | in the case of a distribution<br> of securities that are already listed on a stock exchange or other securities market: the<br> VWAP of the securities distributed per Share over the period comprising the last three Trading<br> Days preceding the Ex-Date in respect of such distribution (or, if the value distributed<br> per Share cannot be so determined, the value distributed per Share will be determined by<br> an Expert pursuant to sub-paragraph iii. below), |
| --- | --- |
| ii. | in the case of a distribution<br> of securities that are not yet listed on a stock exchange or other securities market but<br> are expected to be so listed within the period of ten Trading Days’ period starting<br> from (and including) the Ex-Date in respect of such distribution: the VWAP of such securities<br> over the period comprising the three first Trading Days included in such ten Trading Days’<br> period and on which such securities are traded on the Relevant Exchange therefor (or, if<br> the value distributed per Share cannot be so determined, the value distributed per Share<br> will be determined by an Expert pursuant to the sub-paragraph iii. below); and |
| --- | --- |
| iii. | in all other cases<br> (including without limitation the distribution of securities that are not listed as aforesaid<br> or are so listed on fewer than three Trading Days within the ten Trading Days’ period<br> mentioned above or distribution of assets or the value of the securities or the assets not<br> being capable of being determined in accordance with the foregoing): such value as is determined<br> by an Expert, |
| --- | --- |
in each case prior to any withholdings and without taking into account any applicable deductions.
6. In the event of a free allocation of financial instruments other than shares of the Issuer to the Shareholders, the new Exercise Ratio will be determined as follows:
31
6.1 If the right to receive financial instruments is listed on a stock exchange or other securities market, the new Exercise Ratio will be determined by the Equity-Linked Calculation Agent and will be equal to the product of the Exercise Ratio in effect immediately prior to the Effective Date and the following ratio:
| Share<br> value ex-right + Value of the right to receive financial instruments |
|---|
| Share value<br> ex-right |
For the calculation of this ratio:
| (i) | the Share value ex-right<br> will be equal to the VWAP of the Shares over the period comprising the first ten Trading<br> Days starting on the Ex-Date in respect of such free allocation; |
|---|---|
| (ii) | the Value of the right<br> to receive financial instruments will be equal to the VWAP of such right over the ten Trading<br> Days’ period referred to above. |
| --- | --- |
If the right to receive financial instruments is not traded on the Relevant Exchange in respect thereof on each of the ten Trading Days referred to above, its value will be determined by an Expert instead.
6.2 If the right to receive financial instruments is not listed on a stock exchange or other securities market, the new Exercise Ratio will be determined by the Equity-Linked Calculation Agent and will be equal to the product of the Exercise Ratio in effect immediately prior to the Effective Date and the following ratio:
| Share<br> value ex-right + Value of the financial instruments allocated to each Share |
|---|
| Share value<br> ex-right |
For the calculation of this ratio:
| (i) | the Share value ex-right<br> will be equal to the VWAP of the Shares over the period comprising the first ten Trading<br> Days starting on the Ex-Date in respect of such free allocation; |
|---|---|
| (ii) | if these financial<br> instruments are listed or are to be listed on a stock exchange or other securities market<br> within the period of the first ten Trading Days starting from (and including) Ex-Date in<br> respect of such free allocation, the value of the financial instruments allocated to each<br> Share will be equal to the VWAP of these securities over the period comprising the first<br> three Trading Days included in such ten Trading Days’ period and on which said securities<br> are traded on the Relevant Exchange therefor. If the financial instruments are not traded<br> on such Relevant Exchange on at least three Trading Days during such ten Trading Days’<br> period, the value of these securities will be determined by an Expert. |
| --- | --- |
7. In the event of merger by acquisition (fusion par absorption) of the Issuer by another company or of merger of the Issuer with one or more other companies to create a new company (fusion creation d’une nouvelle société), or in the event of a demerger (scission) of the Issuer within the meaning of Article L.228-101 of the French Code de commerce, the Warrants will be exercisable for shares of the merged or new company or of the beneficiary companies of such demerger (and, for the avoidance of doubt, such shares shall be deemed to be the Shares for the purpose of this Agreement as from the date of completion of such transaction, subject to any technical changes to these Conditions required to be made as may be determined in good faith to be appropriate by an Expert).
The new Exercise Ratio shall be determined by (if the Equity-Linked Calculation Agent determines in its sole discretion it is capable of making such adjustment in such Equity-Linked Calculation Agent capacity) or (otherwise) by an Expert as the product of the Exercise Ratio immediately prior to the Effective Date and the exchange ratio of the Shares against the shares of the acquiring or new company or companies resulting from any demerger. These companies shall be substituted to the Issuer in order to apply the above adjustment, the purpose being to maintain, where applicable, the rights of the Holders in the event of financial or securities transactions, and, generally to ensure that the rights of the Holders are guaranteed under the legal, regulatory and contractual conditions.
32
8. In the event that the Issuer makes an offer to the Shareholders to buy-back its own shares at a price that is higher than the market price, the new Exercise Ratio will be determined by the Equity-Linked Calculation Agent and will be equal to the product of the Exercise Ratio in effect immediately prior to the Effective Date and the following ratio:
| Share<br> value * (1 – Pc%) |
|---|
| Share value<br> – Pc% * Buy-back price |
For the calculation of this ratio:
"Share value" means the VWAP over the period comprising the last three Trading Days preceding the buyback (or the ability of buyback);
"Pc%" means the percentage of the share capital of the Issuer that has been bought back; and
"Buy-back price" means the effective price of the shares bought-back (which is by definition higher than the Share value).
9. In the event of an amortisation in share capital of the Issuer, the new Exercise Ratio will be determined by the Equity-Linked Calculation Agent and will be equal to the product of the Exercise Ratio in effect immediately prior to the Effective Date and the following ratio:
| Value<br> of the Share before amortisation |
|---|
| Value of the<br> Share before amortisation – Amount of amortisation per Share |
For the calculation of this ratio, the value of the Share before amortisation will be equal to the VWAP of the Shares over the period comprising the last three Trading Days preceding the Ex-Date in respect of such amortisation, and the amount of amortisation per Share shall be determined in the same manner as the Value of the distribution per Share in paragraph 5.
10.(a) In the event of the modification by the Issuer of the allocation of its profits and/or issue of preference shares resulting in such modification, the new Exercise Ratio will be determined by the Equity-Linked Calculation Agent and will be equal to the product of the Exercise Ratio in effect immediately prior to the Effective Date and the following ratio:
| Value<br> of the Share before modification |
|---|
| Value of the<br> Share before modification – Reduction of the profit right per Share |
For the calculation of this ratio, the value of the share before the modification will be equal to the VWAP of the Shares over the period comprising the last three Trading Days preceding the date of modification, and the reduction of the profit right per Share will be determined by an Expert and will be submitted to the approval of the Holders’ general meeting.
33
(b) In the event of the creation of preference shares without a modification of the allocation of the Issuer’s profits, the adjustment of the Exercise Ratio (if any) that would be necessary will be determined by an Expert.
In the event that the Issuer carries out a transaction likely to be subject to several adjustments, legal adjustments will apply by priority.
If the Issuer were to carry out transactions where an adjustment had not been completed under paragraphs 1 to 10 above, and a later law or regulations require an adjustment, the Issuer shall undertake such adjustment in accordance with the law or regulations then applicable and the market practice observed in France.
34
Appendix3
Subscription form of Warrants
Subscription form of Warrants
**INVENTIVAS.A.**Société Anonyme Registered office: 50, rue de Dijon, 21121 Daix, France537 530 255 RCS Dijon
(the "Company")
SUBSCRIPTION FORM
| 1. | Amount and conditions of the share capital increase |
|---|
By its decisions of 29 May 2026, the board of directors of the Company, acting upon delegation of the extraordinary shareholders’ general meeting of the Company held on 22 May 2025, decided the issuance of a number of Warrants representing a maximum total value of twelve million three hundred and fifty thousand euros (EUR 12,350,000), the terms and conditions of such Warrants being attached to this subscription form (the "Warrants").
| 2. | Subscription |
|---|
We, the undersigned, acting in our capacities as duly authorised signatories after having acquainted ourselves with the terms and conditions of the issuance and exercise of the Warrants described in the documentation delivered to us and in the current subscription form,
Declare that [Kreos Capital VIII Aggregator SCSp, a partnership (société en commandite spéciale) incorporated under the laws of Luxembourg, having its registered office at 28, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, registered under identification number B297897 ("Kreos")] / [CEGCF IV Aggregator L.P. whose registered office is at Collins House, Rutland Square, Edinburgh, EH1 2AA, Scotland and registered with the Companies House under number SL036802 and [Claret KermodeFund II, SCSp a partnership (société en commandite spéciale) incorporated under the laws of Luxembourg, having its registered office at 412F, Route d'Esch - L – 1471 Luxembourg, registered under identification number B291268] ("Claret")] hereby subscribes, for its behalf and on its own account, [ ] BSA2026-KC warrants (the "Warrants") issued by the Company representing a total subscription price equal to EUR [ ] to be fully paid up against a valid, due and payable receivable (créance liquide et exigible) which it owns against the Company.
| 3. | Electronic Signature |
|---|
[This subscription form is signed electronically, with qualified signatures via the DocuSign electronic signature platform, in accordance with the provisions of regulation No. 910/2014/EU on electronic identification and trust services for electronic transactions in the internal market, known as the “eIDAS” regulation.]
Done in Paris,
[In three (3) originals, two (2) being kept by the signatory who acknowledges it, / one (1) electronic copy]
On ______________________
| **** | **** | **** |
|---|---|---|
| Name: | and | Name: |
| **** | **** | **** |
| Title: | **** | Title: |
| For and on behalf of: | For and on behalf of: | |
| --- | --- | |
| [Kreos] / [Claret] | Inventiva S.A. |
NB: the Subscriber shall add the following handwritten mention before his signature "Bon pour la souscription de [ ] ([ ])Bons de Souscription d’Actions / Subscription of [ ] ([ ])Warrants confirmed"
35
Schedule 7
Agreed form Put Option Agreement
56
Schedule 8
Agreed form Intercreditor Agreement
57
Schedule 9
Security Documents
58
Schedule 10
List of Indebtedness
59
Exhibit 5.1
June 2, 2026
Inventiva S.A.
50 rue de Dijon
21121 Daix
France
Ladies and Gentlemen:
We are acting as special French counsel for Inventiva S.A., a French société anonyme, organized under the laws of France (the “Company”), in connection with the offering and sale by the Company of 27,272,727 American Depositary Shares (the “ADSs”), which represent 27,272,727 ordinary shares of the Company (the “New Shares”), with a par value of €0.01 per ordinary share (the “Ordinary Shares”), pursuant to the Registration Statement on Form F-3 (№ 333-296414) (the “RegistrationStatement”) and the underwriting agreement, dated June 2, 2026 (the “Underwriting Agreement”), entered into by and among the Company and Leerink Partners LLC, Stifel, Nicolaus & Company, Incorporated and Stifel Europe Securities SAS (the “Offering”).
In rendering the opinion expressed below, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of such agreements, documents and records of the Company as set forth in the Schedule to this opinion (the “Schedule”), and such instruments and certificates of officers and other representatives of the Company and public officials, as we have deemed necessary as the basis for such opinion, and have made such investigations of law as we have deemed necessary or appropriate as a basis for such opinion.
1- Assumptions
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified or reproduced copies and the authenticity of the originals of such copies. As to any facts material to the opinion expressed herein which we have not independently established or verified, we have relied upon statements and representations of the Company and its officers and other representatives and of public officials.
In addition, we have assumed that (i) the resolutions authorizing the Company to issue, offer and sell the New Shares as adopted by the extraordinary shareholders’ meeting of the Company dated May 22, 2025 (the “General Meeting”), the Board of Directors (the “Board”) of the Company and the Chief Executive Officer mentioned in the Schedule have not been amended or superseded and are in full force and effect at all times at which the New Shares are issued, offered or sold by the Company, (ii) the resolutions authorizing the Company to issue, offer and sell the New Shares as adopted by the General Meeting, the Board and the Chief Executive Officer were or will be duly passed at a duly convened and held meeting, and, in the case of the Board, by duly appointed members of the Board, (iii) the issue of the New Shares will fall within the limits and conditions of the corporate authorizations and the New Shares have been or will be offered to investors falling within the categories of investors authorized by the 27^th^ resolution of the General meeting, (iv) the Company will issue and deliver the New Shares in the manner contemplated in the Underwriting Agreement and the issue of the New Shares as a result of the offering will remain within the limits of the then authorized but unissued amounts of ordinary shares of the Company in the resolutions of the General Meeting and the Board and the decisions of the Chief Executive Officer as set forth in the Schedule, (v) the offering restrictions contained in the Underwriting Agreement and the Registration Statement have been and will be complied with, (vi) the Underwriting Agreement constitutes a valid, binding and enforceable obligation of each party thereto under all applicable laws, in particular the laws of the State of New York by which they are expressed to be governed and (vii) the entry into the Underwriting Agreement and the issuance of the New Shares by the Company are (a) in the Company’s corporate interest and (b) serving the Company’s corporate purpose (objet social) as set forth in its bylaws (statuts) or other constitutional documents.
| GIDE LOYRETTE NOUEL A.A.R.P.I. | |||
| 15 rue de<br> Laborde - 75008 Paris | tél. +33 (0)1 40 75 60 00 | [email protected] - gide.com | Palais T03 |
2- Opinion
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations stated herein, we are of the opinion that the New Shares, when issued by the Company in accordance with the resolutions adopted by the General Meeting and the decisions of the Board and of the Company’s Chief Executive Officer (Directeur Général), pursuant to, and in accordance with, the Underwriting Agreement, upon payment of the consideration provided therein to the Company and, with respect to the New Shares, the issuance of the depositary certificate(s) (certificat(s) du dépositaire) in respect thereto will be validly issued, fully paid and non-assessable.
3- Qualifications
The opinion set out above is subject to the following qualifications:
| i. | we have<br> not investigated or verified the truth, accuracy or appropriateness of any representations<br> of factual nature made by the parties in the documents listed in the Schedule, or of any<br> information, opinion or statement of facts relating to the Company, or the New Shares contained<br> in the documents listed in the Schedule, nor have we been responsible for ensuring that no<br> material information has been omitted from it; |
|---|---|
| ii. | this<br> opinion is subject to any limitation arising from ad hoc mandate (mandat ad hoc),<br> conciliation (conciliation), accelerated safeguard (sauvegarde accélérée),<br> safeguard (sauvegarde), judicial reorganization (redressement judiciaire),<br> judicial liquidation (liquidation judiciaire) (including a provision that creditors’<br> proofs of debts denominated in foreign currencies would be converted into euros at the rate<br> applicable on the date of the court decision instituting the accelerated safeguard (sauvegarde accélérée), the safeguard (sauvegarde), the judicial reorganization<br> (redressement judiciaire) and the judicial liquidation (liquidation judiciaire)<br> proceedings), insolvency, moratorium and other laws of general application affecting the<br> rights of creditors; and |
| --- | --- |
| iii. | it should<br> be noted that any such event affecting the Company does not necessarily give rise to immediate<br> formalities at the relevant Register of Commerce and Companies (Registre du Commerce et des Sociétés) and that, once such formalities have been carried out, they<br> are not necessarily recorded immediately on the Kbis extract (extrait Kbis) or the<br> non-bankruptcy certificate (certificat de recherche negative en matière de procédures collectives), which are accordingly not conclusive as to the occurrence of any such event.<br> It should also be noted that the opening of ad hoc mandate (mandat ad hoc) or conciliation<br> (conciliation) proceedings never appears on such document. |
| --- | --- |
The term “non-assessable”, which has no recognized meaning in French law, for the purposes of this opinion means that no present or future holder of ordinary shares will be subject to personal liability, by reason of being such a holder, for additional payments or calls for further funds by the Company or any other person after the issuance of the ordinary shares.
We are members of the Paris bar and this opinion is limited to the laws of the Republic of France. This opinion is subject to the sovereign power of the French courts to interpret agreements and assess the facts and circumstances of any adjudication. This opinion is given on the basis that it is to be governed by, and construed in accordance with, the laws of the Republic of France.
This opinion is addressed to you solely for your benefit in connection with the final prospectus supplement, as filed on June 2, 2026 with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b)(5) promulgated under the Securities Act (the “ProspectusSupplement”). It is not to be transmitted to anyone else nor is it to be relied upon by anyone else or for any other purpose, or quoted or referred to in any public document (other than the Prospectus Supplement) or filed with anyone without our prior written express consent.
We hereby consent to the filing with the Commission of this opinion as Exhibit 5.1 to the Current Report on Form 6-K filed on the date hereof by the Company and incorporated by reference into the Registration Statement filed by the Company to effect the registration of the New Shares under the Securities and to the reference to Gide Loyrette Nouel A.A.R.P.I. under the caption “Legal Matters” in the Registration Statement and the Prospectus Supplement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Gide Loyrette Nouel A.A.R.P.I.
Schedule
| 1. | a copy of the registration statement on Form F-3 (Registration № 333-296414) filed by the<br>Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended<br>(the “Securities Act”), which was filed and became effective on June 2, 2026; |
|---|---|
| 2. | the latest draft of the Underwriting Agreement; |
| --- | --- |
| 3. | an extrait K-bis of the Registre du commerce et des sociétés of Dijon relating<br>to the Company dated June 1, 2026; |
| --- | --- |
| 4. | a Certificat en matière de procédures collectives for the Company delivered by the<br>Greffe du Tribunal de Commerce (Registrar of the Commercial Court) of Dijon, dated June 1, 2026; |
| --- | --- |
| 5. | a copy of the bylaws (statuts) of the Company certified true and up to date as of April 24,<br>2026; |
| --- | --- |
| 6. | a certified copy of an extract of the minutes of the Assemblée générale extraordinaire<br>(extraordinary general meeting) of the shareholders of the Company dated May 22, 2025 (the “General Meeting”); |
| --- | --- |
| 7. | an electronic copy of the written consultation of the Board of Directors (Conseil d’administration)<br>of the Company dated May 29, 2026; and |
| --- | --- |
| 8. | an electronic copy of the decisions of the Chief Executive Officer (Directeur Général)<br>of the Company dated June 2, 2026. |
| --- | --- |
Exhibit 99.1
InventivaAnnounces Temporary Trading Halt of its Ordinary Shares on Euronext Paris
Daix (France),New York City (New York, United States), June 2, 2026 – Inventiva (Euronext Paris and NASDAQ: IVA) (“Inventiva” or the “Company”), a clinical-stage biopharmaceutical company focused on the development of oral therapies for the treatment of metabolic dysfunction-associated steatohepatitis (“MASH”), today announces that the listing of its ordinary shares on the regulated market of Euronext Paris will be temporarily halted, at the Company's request, from the opening of the market at 9:00 a.m. (CEST).
This suspension comes ahead of a proposed financing transaction, details of which will be announced in a new communication of the Company.
This suspension will be effective until a new communication is released by the Company. Trading on Euronext Paris is expected to resume today, June 2, 2026, at approximately 3:30 p.m. (CEST), which is the earliest time ADSs are expected to begin trading on the Nasdaq Global Market (9:30 am (ET)), under the ticker symbol "IVA".
About Inventiva
Inventiva is a clinical-stage biopharmaceutical company focused on the research and development of an orally administered small molecule for the treatment of patients with MASH. The Company is currently evaluating lanifibranor, a novel pan-PPAR agonist, in the NATiV3 pivotal Phase 3 clinical trial for the treatment of adult patients with MASH, a common and progressive chronic liver disease.
Inventiva is a public company listed on compartment B of the regulated market of Euronext Paris (ticker: IVA, ISIN: FR0013233012) and on the Nasdaq Global Market in the United States (ticker: IVA). https://www.inventivapharma.com
Contacts
| Media Relations | Investor Relations |
|---|---|
| Pascaline Clerc: [email protected] | David Nikodem: [email protected] |
| Mark Corbae: [email protected] | Patricia L. Bank: [email protected] |
Important Notice
This press release contains certain forward-looking statements with respect to the proposed trading halt. Although the Company believes its expectations are based on reasonable assumptions, these forward-looking statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking statements.
Other than as required by applicable law, the Company does not undertake any obligation to update or revise any forward-looking information or statements. This press release has been prepared in both French and English. In the event of any differences between the two texts, the French language version shall supersede.
pg. 1
Disclaimers
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
The distribution of this document may, in certain jurisdictions, be restricted by local legislations. Persons into whose possession this document comes are required to inform themselves about and to observe any such potential local restrictions.
pg. 2
Exhibit 99.2
 |
PRESS RELEASE |
|---|
Inventiva Announcesa Comprehensive Capital StructureOptimization including Debt and Equity Financing inAdvance of the Anticipated Phase 3 Readout
| · | Secured<br> a new debt financing with funds and accounts managed<br> by BlackRock and Claret Capital Partners, respectively for<br> up to €130 million in committed tranches, subject to conditions, plus an additional<br> uncommitted tranche of up to €20 million, to replace its existing EIB loan ahead of<br> maturity and extend its debt maturity profile to 2030 |
|---|---|
| · | Simplifying<br> its capital structure with agreement to repurchase existing warrants issued in favor of the<br> EIB, thereby eliminating 60% of the dilution protected EIB warrants (exercisable into 22.7<br> million shares), at a 40% discount to intrinsic value, and restructuring the remaining EIB<br> warrants on terms that do not contain dilution protection |
| --- | --- |
| · | Priced<br> an underwritten offering of $ 120 million American Depositary Shares only in the United States<br> and listed on the Nasdaq Global Market, from both new and existing investors |
| --- | --- |
| · | Extending<br> cash runway into early first quarter 2028, assuming the completion of the Equity Offering,<br> the EIB transactions, the full exercise of all warrants in the optional tranche 3 of the<br> October 2024 structured financing^1^, and the Debt Financing^2^ |
| --- | --- |
| · | Reiterated<br> anticipated top-line Phase 3 readout in Q4 2026 followed by potential regulatory filing in<br> H1 2027 |
| --- | --- |
^1^ The optional Tranche 3 from the structured financing is subject to the release by the Company no later than June 15, 2027 of topline data announcing that any key primary endpoint or key secondary endpoint of NATiV3 (resolution of NASH without worsening fibrosis and improvement of liver fibrosis without worsening NASH), with any dosage regimen tested in the trial, have been met no later than June 15, 2027. The exercise of Tranche 3 warrants is in the discretion of the holders, and there can be no assurance whether, and to what extent, the Tranche 3 warrants will be exercised, if at all.
^2^ These estimates are based on the Company’s current business plan and assume the successful closing of the Equity Offering, the completion of the EIB Transactions and the issuance of Tranches A, B and C of the Debt Financing Transaction, and the exercise in full of the Tranche 3 warrants previously issued by the Company in the Structured Financing for potential proceeds of up to €116.0 million, and exclude any potential milestones payable to or by the Company and any additional expenditures related to the product candidate or resulting from the potential in licensing or acquisition of additional product candidates or technologies, or any associated development the Company may pursue. The Company may have based these estimates on assumptions that are incorrect, and the Company may end up using its resources sooner than anticipated. These estimates may be shortened in the event of an increase, in expenditure relating to the development programs beyond the Company's expectations, or if the development program progresses more quickly than expected. There can be no assurance whether, and to what extent, the Tranche 3 warrants will be exercised, if at all.
pg.1
|  | **PRESS RELEASE** |
| --- | --- |
Daix (France),New York City (New York, United States), June 2, 2026 – Inventiva (Euronext Paris and NASDAQ: IVA) (“Inventiva” or the “Company”), a clinical-stage biopharmaceutical company focused on the development of oral therapies for the treatment of metabolic dysfunction-associated steatohepatitis (“MASH”), today announced that it has entered into agreements for a comprehensive refinancing transaction, consisting of (i) the repayment in full of the existing European Investment Bank (the "EIB") loan and the buyback of a portion of the warrants issued in favor of the EIB in connection with the loan (the "EIB Transactions"), (ii) a new debt financing with BlackRock and Claret Capital Partners of up to €130 million in committed tranches, subject to conditions, plus an additional uncommitted tranche of up to €20 million (the "Debt Financing Transaction") with an initial aggregate drawdown of €75 million (corresponding to the drawdown of Tranche A and Tranche B of the Debt Financing), and (iii) an offering in the United States of 27,272,727 new American Depositary Shares ("ADSs"), each representing one new ordinary share of the Company with a nominal value of €0.01 (the "Ordinary Shares"), at an offering price of $4.40 per ADS (the " Equity Offering", and together with the EIB Transactions and the Debt Financing Transaction, the "CombinedTransaction")^3^.
Andrew Obenshain,Chief Executive Officer of Inventiva, said: “The data we have generated in our Phase 2b clinical trials gives us deep convictionin lanifibranor's potential as a differentiated oral therapy for patients living with MASH. We are on track for our anticipated top-linePhase 3 readout in the fourth quarter of 2026, followed by an anticipated regulatory filing in the first half of 2027, and we are executingwith confidence at every level of the organization. With this transaction, Inventiva will be well-positioned, scientifically, operationally,and financially, to lead our program through these defining milestones and beyond. Today's transaction reflects a proactive strategydesigned to ensure Inventiva enters this critical clinical moment from a position of strength."
Axel-Sven Malkomes,Chief Financial Officer of Inventiva, added: "This integrated transaction will allow us to achieve multiple strategic objectivessimultaneously: refinancing ahead of maturity, simplifying our capital structure, and reinforcing our financial foundation ahead of acritical clinical anticipated milestone. The extension of our debt maturity to 2030 reflects the confidence of our new lenders in Inventiva'sprogram and trajectory. This transaction also represents an important step in broadening our institutional investor base in the UnitedStates, welcoming new shareholders into the Inventiva story at this exciting inflection point. The support of our existing and new investors,alongside our new lenders BlackRock and Claret Capital Partners, reflects confidence in Inventiva's trajectory and the quality of ourprogram. We believe this transaction reflects compelling long-term value for our shareholders.”
Overview of the EIB Transactions
On May 16, 2022, the Company entered into a finance contract with the EIB (as amended, the "EIB Finance Contract"), which provided for financing of a maximum amount of €50 million, in two equal tranches of €25 million (the "EIB Loan"). Following the satisfaction of the applicable conditions precedent, the Company drew down tranche A in December 2022 ("EIB Tranche A") and tranche B in January 2024 ("EIB Tranche B"). As of the date of this press release, the amount outstanding under the EIB Loan is approximately €63 million (including principal and accrued interest), with maturities scheduled for December 2026 with respect to EIB Tranche A and January 2027 with respect to EIB Tranche B.
^3^ The Combined Transaction includes Tranche A, B, C. Tranche C is subject to specific condition precedents further described in the press release, including confirmation of the exercise of the T3 warrants of at least €100 million or prior completion of an equity fundraising of at least €100 million..
pg.2
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As previously disclosed, in connection with the EIB Loan, the Company issued 2,266,023 warrants to purchase Ordinary Shares to the EIB in November 2022 in connection with EIB Tranche A (the "EIB Tranche A Warrants") and 3,144,654 warrants to purchase Ordinary Shares to EIB in January 2024 in connection with EIB Tranche B (the "EIB Tranche B Warrants”, and together with the EIB Tranche A Warrants, the "Existing EIB Warrants"). The Existing EIB Warrants include contractual anti-dilution provisions that increase the number of shares issuable upon exercise of the Existing EIB Warrants each time the Company issues additional equity securities subject to certain exceptions, as well as a put option in favor of the EIB. As a result of equity issuances by the Company during the term of the warrants, the EIB has calculated that 38,360,540 ordinary shares (the “EIB Underlying Shares”) would be issuable upon exercise of the Existing EIB Warrants, which number the parties have agreed to use for purposes of the EIB Agreement. Such potential issuance would represent dilution for existing shareholders, exceeding 10% of the Company’s current share capital. In addition, the contractual anti-dilution provisions applicable to the EIB Warrants could lead to further increases in the number of underlying shares upon future equity issuances, thereby amplifying the dilution risk over time and constraining the Company’s financing flexibility. This risk is expected to be mitigated with the comprehensive refinancing transaction, as further described below.
On June 1^st^, 2026, the Company entered into a master agreement with the EIB in connection with the EIB Transactions (the “EIB Agreement"), the terms of which provide that, subject to the satisfaction or waiver of the conditions set forth therein, the Company will:
| - | repurchase<br> and cancel all of the EIB Tranche A Warrants and 700,000 of the EIB Tranche B Warrants, corresponding<br> to approximatively 22.7 million EIB Underlying Shares, for an aggregate repurchase price<br> of €50 million (the “Repurchase Price”), such Repurchase Price representing<br> a discount of approximately 40% to the intrinsic value of the cancelled Existing EIB Warrants<br> based on offering price in the Offering (the "EIB Warrants Repurchase"); |
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| - | issue<br> approximately 15.7 million new warrants to the EIB (the "New EIB Warrants"),<br> representing approximately 6.5% of the Company’s current share capital, in substitution<br> for the remaining EIB Tranche B Warrants (the "Remaining EIB Warrants"),<br> which Remaining EIB Warrants would be surrendered for cancellation upon issuance of the New<br> EIB Warrants, subject to approval by a general meeting of the Company’s shareholders,<br> which the Company currently expects to be held on June 30, 2026, or, if such approval is<br> not obtained at such meeting, at a subsequent general meeting of shareholders to be held<br> no later than October 31, 2026; and |
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| - | prepay<br> in full all outstanding amounts under the EIB Loan (including principal and accrued interest)<br> (the "EIB Loan Repayment"). |
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Pursuant to the EIB Agreement, the EIB Warrants Repurchase and the EIB Loan Repayment are expected to occur in mid-June 2026 and to be completed before June 30, 2026. The EIB Transactions are subject to, and contingent on, among other things, the Company’s completion of a debt or equity financing in a minimum amount of €90 million, which is expected to be satisfied upon and subject to the closing of the Equity Offering. If the EIB Warrants Repurchase and the EIB Loan Repayment are not completed on or before June 30, 2026 and the EIB Agreement is terminated, the waivers (described below) by the EIB of its anti-dilution rights and its put option will be automatically withdrawn with retroactive effect, as if such waivers had never been granted, and all of the EIB’s rights under the Existing EIB Warrants would be fully restored.
The EIB has agreed to waive the early pre-payment fees which would have come due under the EIB Finance Contract for the EIB Loan Repayment.
As set forth in the EIB Agreement, subject to shareholder approval, the New EIB Warrants, when issued, will have a subscription price of €0.01 per warrant and an exercise price of €0.01 per warrant, equal to the nominal value of the Company’s shares, with a ratio of one New EIB Warrant for one new Ordinary Share. The New EIB Warrants will have a maturity of January 4, 2036, matching the cancelled EIB Tranche B Warrants, and will not be exercisable for a period of ninety (90) calendar days following the date of the EIB Agreement (the “Lock-up Period”), after which they will be exercisable at any time until the maturity date. The terms and conditions of the New EIB Warrants, if issued, will not provide for the contractual anti-dilution mechanism or put option in favor of the EIB applicable to the Existing EIB Warrants.
pg.3
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In addition, from the date of the EIB Agreement, the EIB has waived its contractual anti-dilution adjustment right and put option with respect to the Remaining EIB Warrants, and has agreed not to exercise the Remaining EIB Warrants during the Lock-up Period. Upon the closing of the EIB Warrants Repurchase and EIB Loan Repayment, if completed, the foregoing waivers will be superseded and replaced by a waiver letter (the “WaiverLetter”), pursuant to which the EIB will irrevocably waive the same rights until the earliest of (i) the day after the expiration date of the Remaining EIB Warrants, (ii) the date upon which no Remaining EIB Warrants remain outstanding, and (iii) the date on which the EIB simultaneously subscribes to the New EIB Warrants and surrenders all of its Remaining EIB Warrants for cancellation. If shareholder approval for the issuance of the New EIB Warrants is not obtained by October 31, 2026, the New EIB Warrants will not be issued, and the EIB will retain the Remaining EIB Warrants, which will remain subject to the waivers under the Waiver Letter until the termination thereof. In consideration for the EIB’s waivers, pursuant to the EIB Agreement, the Company will be required to pay to the EIB, following the expiration of the Lock-up Period and upon any exercise, in whole or in part, of the Remaining EIB Warrants, an amount corresponding to the exercise price of the Remaining EIB Warrants actually exercised less €0.01, up to an aggregate maximum amount of approximately €9.5 million.
Following shareholder approval, the Board of Directors or the Chief Executive Officer will proceed with the issuance of the New EIB Warrants. The Company expects to announce via press release the issuance and any other terms of the New EIB Warrants.^4^Stifel acted as Sole Financial Advisor in relation to the EIB Transactions.
Offering of ADSs
Pursuant to the 27^th^ resolution of the general meeting of the shareholders held on May 22, 2025 (the "General Meeting") and the sub-delegation of powers from the Company’s Board of Directors (Conseil d'Administration) held on May 29, 2026, in accordance with Articles L. 225-138 and seq. of the French Commercial Code, the Chief Executive Officer decided on June 2, 2026 to issue 27,272,727 ADSs, each representing one new Ordinary Share, by way of capital increase, without shareholders’ preferential subscription rights, reserved to categories of investors, in an underwritten offering in the United States at an offering price of $4.40 per ADS.
The Offering was only in the United States and listed on the Nasdaq Global Market, and conducted in connection with the Combined Transaction, and satisfies a condition precedent for both the EIB Transactions and the Debt Financing Transaction, as discussed above and below.
Settlement and delivery of the ADSs in the Equity Offering is expected to occur on June 5, 2026, subject to the satisfaction of customary closing conditions.
^4^ Please refer to the 39^th^ resolution of the annual general meeting of the Company to be held on 30 June 2026.
pg.4
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Overview
The offering price per ADS of $4.40 (corresponding to €3.7781 per ordinary share based on the exchange rate of €1.00 to $1.1646 as published by the European Central Bank on June 1, 2026) is equal to the volume-weighted average price ("VWAP") of the share of the Company on the regulated market of Euronext in Paris ("Euronext") for the last trading session preceding the pricing date of the Offering, less a discount of 9.5%. The offering price was determined by the Chief Executive Officer in accordance with a sub-delegation of powers from the Company’s Board of Directors (Conseil d'Administration) held on May 29, 2026, pursuant to the 27^th^ resolution of the General Meeting.
The Ordinary Shares underlying the ADSs sold in the Equity Offering will be subject to an application for admission to trading on Euronext Paris on the same trading line as the existing Ordinary Shares of the Company currently listed on Euronext Paris, under the same ISIN code FR0013233012.
Leerink Partners and Stifel are acting as Joint Bookrunners for the Equity Offering. Namsen Capital is acting as Equity Capital Markets Advisor to the Company in connection with the Offering.
The Equity Offering is subject to an underwriting agreement that was entered into on June 2, 2026. The underwriting agreement does not constitute a performance guarantee (garantie de bonne fin) within the meaning of Article L. 225-145 of the French Commercial Code.
The aggregate net proceeds from the Offering are expected to be approximately $110.8 million (€95.2 million), after deducting underwriting fees, commissions and estimated expenses payable by the Company.
In connection with the Offering, the Company’s board members and executive officers have agreed to a contractual lock-up for a period of 90 days after the date of the final prospectus supplement relating to the Offering, subject to customary exceptions. The Company has also agreed to be bound by a contractual lock-up for a period of 90 days after the date of the final prospectus supplement, subject to customary exceptions.
Participationof shareholders and/or directors of the Company
Andera Partners holding 6.80% of the share capital of the Company before the Offering, subscribes for 1,815,000 New Shares of the Company and will hold, after the completion of the Offering, 6.70% of the Company's share capital.
Samsara holding 6.50% of the share capital of the Company before the Offering, subscribes for 1,120,000 New Shares of the Company and will hold, after the completion of the Offering, 6.20% of the Company's share capital.
pg.5
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Debt FinancingTransaction
Overview
Pursuant to an agreement entered into on June 1^st^, 2026 (the “Subscription Agreement”) with funds and accounts managed by BlackRock and Claret Capital Partners (together, the "Lenders"), the Lenders have agreed to provide the Company with a secured financing facility of up to a maximum amount of €130 million in committed tranches, subject to conditions, plus an additional uncommitted tranche of up to €20 million issuable only by mutual consent of the parties following approval of the New Drug Application (“NDA”) for NATiV3, (the "Commitment")^5^:
| - | a<br> first tranche for a maximum amount of €35 million consisting of senior secured convertible<br> bonds (the "Convertible Bonds") into new Ordinary Shares ("Tranche A"), subject to satisfaction of certain closing conditions; |
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| - | a<br> second tranche for a maximum amount of €40 million consisting of senior secured amortized<br> bonds ("Tranche B"), subject to satisfaction of certain closing conditions; |
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| - | a<br> third tranche for a maximum amount of €55 million consisting of senior secured amortized<br> bonds ("Tranche C"), available for the Company to draw at its election until<br> February 15, 2027, subject to (i) the prior and full issuance of Tranches A and B, (ii) compliance<br> with a maximum debt-to-market capitalization ratio of 10% based on a 30-day volume-weighted<br> average price^6^,<br> (iii) meeting the primary endpoint of the NATiV3 Phase 3 clinical trial^7^,<br> and (iv) the confirmation of the exercise of the T3 warrants issued by the Company on May<br> 7, 2025 of at least €100 million (the “T3 Warrant Exercise”) or prior<br> completion of an equity fundraising of at least €100 million; and |
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| - | an<br> optional additional tranche for a maximum amount of €20 million, subject to mutual consent,<br> following the approval of the NDA for NATiV3. |
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Pursuant to the terms of the Subscription Agreement, BlackRock and Claret have agreed to provide approximately two-thirds (for a maximum aggregate committed amount approximately of €86.7 million) and of one-third (for a maximum aggregate committed amount of approximately €43.3 million), respectively, of the Commitment. Tranche A bonds will rank pari passu equally and ratably inter se and with the Tranche B and the Tranche C bonds, and with any bond issued under the additional uncommitted tranche.
Pursuant to the terms of the Subscription Agreement, the Lenders will receive warrants (bons de souscription d’actions) (the "Lenders'Warrants") exercisable for up to €6.75 million worth of Ordinary Shares (or up to €12.35 million in the event of a Shortfall Event, as described below), expected to be granted concurrently with the drawdown of Tranches A and B^89^ €2.75 million worth of Ordinary Shares are expected to be granted concurrently with the drawdown of Tranche C.
The closing of Tranche A and Tranche B is conditioned upon, among other things, the completion of an equity financing in an amount of at least €90 million, which is expected to be satisfied upon the closing of the Equity Offering and the EIB Loan Repayment, and is expected to occur on or around mid-June and to be completed before June 30, 2026.
The Subscription Agreement includes certain restrictive covenants, subject to customary exceptions, including, among other things, restrictions on the incurrence of indebtedness, the grant of security interests and guarantees, dividends and other distributions, asset disposals, mergers and restructurings, acquisitions and joint ventures. The Subscription Agreement also includes financial covenants requiring the Company to maintain at least €30.0 million of cash and cash equivalents in specified secured accounts. The obligations under the debt financing will be secured by first-ranking security over specified collateral, including certain intellectual property rights, bank accounts and receivables.
^5^ See below of this press release for further information on the key terms of each Tranche A, Tranche B et Tranche C
^6^ The market capitalization includes the ordinary shares of the Company as well as the pre-funded warrants issued in the context of the structured financing of October 2024.
^7^ Means the Phase 3 Study Evaluating Long-term Efficacy and Safety of Lanifibranor in Adult Patients With (NASH) and Fibrosis 2 (F2)/Fibrosis 3 (F3) Stage of Liver Fibrosis.
^8^ The actual number of warrants to be issued will be equal to the value of warrants divided by the exercise price to be determined at the date of the issuance of the warrants.
^9^Or up to €12.35 million in the event of a Shortfall Event, as described below
pg.6
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The Subscription Agreement and related debt financing documents (the “Issue Documents”) contain events of default, including but not limited to non-payment, breach of financial covenants and other obligations, breach of representations, cross-default, insolvency proceedings, insolvency, cessation of business, certain audit qualifications, material litigation, change of control, invalidity or unenforceability of the Issue Documents or security interests, breach of the security package, breach of material contracts and material adverse change. Upon an event of default (following expiry of a cure period, as applicable), the Lenders may terminate remaining funding obligations, accelerate amounts outstanding under the Issue Documents, enforce the security package and take any other actions such parties are entitled to take under the security documents or any applicable law.
In addition, failure to achieve the primary composite endpoint in the NATiV3 Phase 3 clinical trial or any adverse regulatory outcome, will constitute an event of default, subject to certain cure mechanics if specified key secondary endpoints are met and the T3 Warrant Exercise is completed during the applicable cure period (it being specified that the proceeds from such exercise shall be fully funded and received in cash by the Company). During any applicable cure period, the Company would be required to maintain cash in the Luxembourg accounts of no less than 100% of the aggregate principal amount then outstanding under the Convertible Bonds and Amortized Bonds until completion of the Tranche 3 Warrants Exercise. In addition, if the aggregate outstanding principal amount under Tranches A and B exceeds 10% of post-results market capitalization, the holders may require a prepayment of the Tranche B (such prepayment to be applied pari passu across each Tranche) to reduce the combined outstanding principal amount of Tranches A and B to the greater of €50.0 million and 10% of post-results market capitalization. If the T3 Warrant Exercise is completed during the cure period, the Company would be required to make a mandatory prepayment to reduce the aggregate outstanding principal amount under the Convertible Bonds and Amortized Bonds to no more than 7.5% of post-cure market capitalization, with such prepayment applied first to Tranche B and then to Tranche A; if post-cure market capitalization of the Company is below €400 million (as calculated pursuant to the Issue Documents), the holders may require full repayment of the outstanding principal amount under each tranche. No prepayment premium applies to these mandatory prepayments, although unpaid interest and fees, including the end-of-commitment fee, would remain payable.
As set forth in the Subscription Agreement, the Lenders will receive information rights and the right to attend meetings of the Board of Directors (Conseild'Administration) as non-voting observers (censeurs), subject to approval by the shareholders at a general meeting. In accordance with the Board of Directors’ règlement intérieur, non-voting observers are subject to the same duties and obligations as the directors, including confidentiality and non-disclosure obligations, conflicts of interest, and securities market rules.
The Lenders are each contemplating likely to appoint such observers (censeurs) subject to the approval by the Company's shareholders at the general meeting to be held on June 30, 2026.
Stifel acted as Sale Placement Agent on the Debt Financing Transaction.
None of the securities issued in the Debt Financing Transaction will be admitted to trading or admitted to Euroclear. As soon as any shares are issued upon exercise of the Lenders' Warrants, they will be automatically assimilated to the Ordinary Shares and will be admitted to trading on Euronext Paris under ISIN number FR0013233012.
Key Terms ofthe Convertible Bonds (Tranche A)
Tranche A of the Debt Financing Transaction will consist of Convertible Bonds with a par value of €1 each and a conversion price equal to a premium of 40%, applied on the lower of (i) the 30-day VWAP of the Ordinary Shares on Euronext Paris immediately prior to April 30, 2026 (being €4.6681), (ii) the 30-day VWAP of the Ordinary Shares on Euronext Paris immediately prior to the issuance date of the Convertible Bonds, or (iii) the euro-equivalent offering price per ordinary share, represented by each ADS sold in the Equity Offering, being €3.7781. The conversion price is subject to a minimum equal to the 30-day VWAP immediately prior to the issuance date and the minimum price per the Company's current authorizations.
pg.7
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Following issuance, interest on the Convertible Bonds will accrue at a 9.90% annual fixed interest rate and will be payable in cash monthly during an interest-only period until December 31, 2028, after which principal and interest will be payable monthly until maturity on April 1, 2030.
From the date that is twelve months after the issuance of the Convertible Bonds, the Company may require conversion of the outstanding Convertible Bonds if the closing price per share on Euronext Paris equals or exceeds 175% of the applicable Conversion Price on each trading day during a period of 30 consecutive trading days immediately prior to delivery of the Company's conversion notice, provided that no event of default is continuing at such time.
The Company will be permitted to pre-pay the amounts due under the Convertible Bonds at any time, subject to specific payment of the pre-payment amount (the "Pre-Payment Amount") as described below, and provided that the Company grants the Lenders an equity investment right in the form of a number of warrants, equal to the number of Convertible Bonds then outstanding, corresponding to the equity option value of the Convertible Bonds with an exercise price equal to €1 and on initial exercise ratio equal to the then prevailing Conversion Ratio. The Company may not prepay without the Lenders’ consent if the Company is in the process of a sale of the Company.
The Pre-payment Amount will be calculated as follows:
during the interest only payments period, the Pre-payment Amount would be an amount equal to (i) the principal outstanding at the time of the prepayment (plus accrued interest), plus (ii) an aggregate of all remaining interest payments that would have been paid throughout the remainder of the term of the applicable tranche, discounted to present value by applying a discount rate of 4%, as well as any other unpaid fees or costs, if any, plus (iii) an end-of-commitment fee of 1.75% of the amount issued for the tranche being prepaid (the “Endof Commitment Fee”).
following the expiry of the interest only payments period, the payment would be an amount equal to (i) within 12 months following the end of the interest only payments period, 103% of the principal outstanding at the time of prepayment, (ii) within 24 months following the end of the interest only payments period, 102% of the principal outstanding at the time of prepayment, and (iii) thereafter, 101% of the principal outstanding at the time of prepayment, in each case plus the End of Commitment Fee.
Key Terms ofthe Amortized Bonds (Tranches B and C)
Tranches B and C of the Debt Financing Transaction will consist of amortized non-convertible bonds, with a par value of €100,000 each (the "AmortizedBonds"), and will mature on April 1, 2030.
Following issuance, interest will accrue at a 9.90% annual fixed interest rate for Tranche B and 8.90% for Tranche C, payable in cash in monthly interest installments, both supplemented by PIK interest of 2.10% capitalized annually, with an interest-only payments period until March 31, 2027. The interest-only period of Tranches B and C bonds is extendable, at the Company's election, subject to the following conditions:
| - | extendable<br> to December 31, 2027, subject to (i) meeting the primary endpoint of the NATiV3 Phase 3 clinical<br> trial, and (ii) the confirmation of the T3 Warrant Exercise or prior completion for at least<br> €100 million following release of results of the NATiV3 Phase III clinical trial, with<br> both (i) and (ii) being met no later than February 15, 2027; and |
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pg.8
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| --- | --- | | - | extendable<br> to December 31, 2028, subject to receipt of FDA approval of the NDA for lanifibranor in MASH,<br> by no later than 15 business days prior to December 31, 2027. | | --- | --- |
The Company will be permitted to prepay the amounts due under the Amortized Bonds at any time by payment of the Pre-payment Amount described above.
Key Terms ofthe Lenders' Warrants
In connection with the Debt Financing, the Company has agreed to issue to the Lenders the lender’s warrants (the “Lender's Warrants”), giving the Lenders the right initially to subscribe to one Ordinary Share per Lender's Warrant, subject to adjustment. The Lenders’ Warrants are to be issued upon issuance of Tranche A and Tranche B (the "Warrants Issuance Date").
Pursuant to the terms of the Warrants Issue Agreement among the Company, BlackRock and Claret Capital Partners, the exercise price of the Lenders' Warrants will be equal to the greater of (A) a 10% premium to the lower of (i) the 30-day VWAP of the Ordinary Shares on Euronext Paris immediately prior to April 30, 2026 (being €4.6681), (ii) the 30-day VWAP price of the Ordinary Shares on Euronext Paris immediately prior to initial closing of the Tranche A and Tranche B bonds, or (iii) the euro-equivalent offering price per ordinary share represented by each ADS sold in the Offering (being €3.7781). The exercise price is subject to a minimum price per share permitted under the applicable shareholder authorizations in force at the warrant issuance date and 30-day VWAP of the Ordinary Shares in Euronext Paris preceding the Warrant Issuance Date. The number of the Lenders’ Warrants issued will be determined at issuance by dividing €9.5 million by the exercise price, comprising Tranche A/B Warrants representing €6.75 million (the “Tranche A/B Warrants”) and Tranche C Warrants representing €2.75 million (the “Tranche C Warrants”)^10^.
All of the Tranche A and the Tranche B Warrants will be exercisable upon the issuance of Tranche A and Tranche B, with the Tranche C Warrants becoming exercisable upon the issuance of Tranche C and prior to the earlier of (i) the tenth anniversary of their issuance date or (ii) the date of successful closing of a public bid made directly to the shareholders of the Company to purchase some or all of their shares at a specified price within a fixed time period in accordance with the terms of the Sections 14(d) and 14(e) of the Securities Exchange Act of 1934, as amended, and the related rules promulgated by the SEC.
Reasons forthe Transaction and use of the proceeds^11^
The Company currently intends to use the net proceeds from the Equity Offering to repay the Company’s EIB loans in full, including accrued interest and associated costs, and together with the proceeds from the closing of Tranche A and Tranche B bonds under the Subscription Agreement, to fund the repurchase of the Repurchased EIB Warrants, with any remaining proceeds under the Subscription Agreement to be used to fund activities related to the continued development and potential commercialization of lanifibranor and for other general corporate purposes, including, but not limited to, working capital, capital expenditures, investments, acquisitions and other transactions, should we choose to pursue any, and collaborations.
^10^ In the event that the exercise price of the Lenders’ Warrants as determined above would be lower than the 30-day VWAP immediately preceding the Warrant Issuance Date (a “Shortfall Event”), Additional Warrants (the “Additional Warrants”) representing up to €2.85 million may be issued to the Lenders, bringing the maximum aggregate warrant value to approximately €12.35 million.
pg.9
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Working capitalstatement
As of the date of this press release, given the Company’s current cost structure and projected expenditure commitments, the Company estimates that it would be able to finance its activities until the middle of the first quarter of 2027, which will not be sufficient to meet its obligations over the next 12 months. If the Tranche 3 warrants issued in the Company’s structured financing announced on October 14, 2024 (the “Structured Financing”) are exercised in full for proceeds of up to €116.0 million, the Company estimates that such potential additional proceeds would enable it to finance its activities until the middle of the third quarter of 2027.
Based on the Company’s existing cash and cash equivalents and short-term deposits, assuming the successful closing of the Equity Offering, completion of the EIB Transactions and issuance of Tranches A and B of the Debt Financing Transaction, the Company expects to be able to finance its operations as currently planned until the end of the second quarter of 2027.
Based on the Company’s existing cash and cash equivalents and short-term deposits, assuming the successful closing of the Equity Offering, completion of the EIB Transactions and issuance of Tranches A, B and C of the Debt Financing Transaction, and the exercise in full of the Tranche 3 warrants previously issued by the Company in the Structured Financing for potential proceeds of up to €116.0 million thereunder, the Company expects to be able to finance its operations as currently planned until the beginning of the first quarter of 2028.
These estimates are based on the Company’s current business plan and exclude any potential milestones payable to or by the Company and any additional expenditures related to the product candidate or resulting from any potential in licensing or acquisition of additional product candidates or technologies, or any associated product development the Company may pursue. The Company may have based these estimates on assumptions that are incorrect, the Company may amend its business plan in the future and the Company may have to use its resources sooner than anticipated. These estimates may be shortened in the event of an increase, in expenditure relating to the development programs beyond the Company's expectations, or if the development program progresses more quickly than expected. There can be no assurance whether, and to what extent, the Tranche 3 warrants will be exercised, if at all.
Impact of theTransaction
For illustration purposes, the impact of the Combined Transaction on the ownership of a shareholder holding 1% of the Company’s share capital prior to the Combined Transaction and not subscribing to it, is as follows (calculation made on the basis of the Company's share capital as of May 31, 2026 (i.e., € 2,090,074.75) and the Company's shareholders’ equity as of March 31, 2026):
| Ownership interest (in %) | Share of equity per share (in euros) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| On a non-diluted basis | On a diluted basis^(1)^ | On a non-diluted basis | On a diluted basis^(1)^ | |||||||
| Prior to the Combined Transaction | 1 | % | 0.52 | % | -0.27 | € | 0.12 | |||
| Following the Combined Transaction^(2)^ | 0.88 | % | 0.49 | % | -0.24 | € | 0.11 | |||
| (1) | The<br> calculations are based on the assumption all share subscription warrants (BSA), pre-funded<br> warrants, Warrants T3 and warrants for the subscription of business founders’ shares<br> (BSPCE) will be exercised and that all allocated free shares (actions gratuites) and<br> stock-options (options d’achat d’actions) will vest, as of the date of<br> this document, which would result in the issuance of a maximum of 192,489,943 shares. | |||||||||
| --- | --- | |||||||||
| (2) | The<br> calculations take into consideration the completion of all transactions contemplated by the<br> Offering, EIB Transactions and the Debt Financing Transaction, including the issuance of<br> new shares (underlying the ADSs) as part of the Offering, and assume the conversion of the<br> Convertible Bonds and the exercise of the Lenders' Warrants, the EIB Warrants Repurchase,<br> and the exercise of the New EIB Warrants (following the cancellation of the Remaining EIB<br> Warrants). | |||||||||
| --- | --- |
pg.10
|  | **PRESS RELEASE** |
| --- | --- |
Based on the information available to the Company as of March 31, 2026, the capitalization and indebtedness of the Company before the Combined Transaction is as follows:
| Equity and indebtedness<br> - (in thousands of euros / unaudited) | March 31 | Dec. 31 | Change | |||||
|---|---|---|---|---|---|---|---|---|
| Total current liabilities (including<br> the current portion of non-current liabilities) | 56,477,971 | 32,309,000 | 24,168,971 | |||||
| Current financial liabilities secured by guarantees (1) | 1,266,157 | |||||||
| Current financial liabilities secured by collateral | 0 | |||||||
| Current financial liabilities not secured by guarantees and not<br> secured by collateral (2) | 55,211,814 | |||||||
| Total non-current liabilities (excluding the<br> current portion of non-current<br> liabilities) | 207,609,244 | 199,774,000 | 7,835,244 | |||||
| Non-current financial liabilities secured by guarantees (1) | 3,404,250 | |||||||
| Non-current financial liabilities secured by collateral | 0 | |||||||
| Non-current financial liabilities not secured by guarantees and<br> not secured by collateral (2) | 204,204,994 | |||||||
| Equity | (28,376,926 | ) | (28,522,000 | ) | 145,074 | |||
| Share capital | 2,077,074 | 1,932,000 | 145,074 | |||||
| Legal reserve | 39,020 | 39,020 | 0 | |||||
| Other reserves (3) | (30,493,020 | ) | (30,493,020 | ) | 0 | |||
| Total | 235,710,289 | 203,561,000 | 32,149,289 |
(1) Guaranteed financial liabilities correspond to the portion of State-guaranteed loans (Prêts Garantis par l’État) and Relance Participatory Loans (Prêts Participatifs Relance) that is guaranteed by the French State.
(2) Includes lease liabilities recognized in accordance with IFRS 16 – Leases. As of March 31, 2026, lease liabilities amount to €2.9 million, of which €2.1 million is due in less than one year.
(3) Does not include net income, actuarial gains and losses on employee benefits, translation differences or share-based payments for the period and from January 1, 2026 to March 31, 2026.
Based on the information available to the Company, the share capital of the Company before the Combined Transaction is as follows:
| Shareholder<br> structure (non-diluted) | Shareholder structure (diluted)^(1)(2)^ | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shareholders | Number of<br><br> shares | % of <br><br> share<br><br> capital | Number of<br><br> voting<br><br> rights | % of<br><br> voting<br><br> rights | Number of<br><br> shares <br><br> that <br><br> might be<br><br> issued or<br><br> vested | Number of<br><br> shares and<br><br> diluted<br><br> shares | % of<br><br> diluted<br><br> share <br><br> capital | % of<br><br> diluted <br><br> voting<br><br> rights | ||||
| Frédéric Cren | 5<br> 878 891 | 2.8 | % | 11<br> 320 566 | 5.1 | % | 8 833 224 | 2.2 | % | 14<br> 274 899 | 3.4 | % |
| Pierre Broqua | 3<br> 769 388 | 1.8 | % | 7<br> 393 388 | 3.3 | % | 4 239 523 | 1.1 | % | 7<br> 863 523 | 1.9 | % |
| Invus | 16<br> 064 813 | 7.7 | % | 16<br> 064 813 | 7.2 | % | 22 731 479 | 5.7 | % | 22<br> 731 479 | 5.5 | % |
| Sofinnova | 15<br> 186 473 | 7.3 | % | 19<br> 086 050 | 8.5 | % | 16 699 805 | 4.2 | % | 20<br> 599 382 | 5.0 | % |
| Andera Partners | 14<br> 114 476 | 6,8 | % | 14<br> 114 476 | 6.3 | % | 19 647 809 | 4.9 | % | 19<br> 647 809 | 4.7 | % |
| SAMSARA | 13<br> 540 194 | 6.5 | % | 13<br> 540 194 | 6.1 | % | 23 838 421 | 5.9 | % | 23<br> 838 421 | 5.7 | % |
| Eventide | 10<br> 368 517 | 5.0 | % | 10<br> 368 517 | 4.6 | % | 14 921 850 | 3.7 | % | 14<br> 921 850 | 3.6 | % |
| BVF Partners L.P. | 10<br> 949 499 | 5.2 | % | 10<br> 949 499 | 4.9 | % | 37 650 236 | 9.4 | % | 37<br> 650 236 | 9.1 | % |
| DEEPTRACK | 10<br> 825 250 | 5.2 | % | 10<br> 825 250 | 4.8 | % | 20 825 249 | 5.2 | % | 20<br> 825 249 | 5.0 | % |
| Directors (non-executive) | - | 0.0 | % | - | 0.0 | % | 12 898 116 | 3.2 | % | 12<br> 898 116 | 3.2 | % |
| Employees & Consultant | 2<br> 561 170 | 1.2 | % | 3<br> 324 183 | 1.5 | % | 16 966 250 | 4.0 | % | 17<br> 729 263 | 4.0 | % |
| European Investment Bank | - | 0.0 | % | - | 0.0 | % | 22 681 848 | 5.7 | % | 22<br> 681 848 | 5.7 | % |
| Treasury shares (liquidity agreement) | 45<br> 374 | 0.0 | % | - | 0.0 | % | 45 374 | 0.0 | % | - | 0.0 | % |
| Free float | 105<br> 703 430 | 50.6 | % | 106<br> 440 562 | 47.6 | % | 179 518 234 | 44.8 | % | 180<br> 255 366 | 43.3 | % |
| Total | 209 007 475 | 100 | % | 223 427 498 | 100 | % | 401 497 418 | 100 | % | 415 917 441 | 100 | % |
pg.11
|  | **PRESS RELEASE** |
| --- | --- |
The share capital of the Company following completion of the Combined Transaction is as follows:
| Shareholder structure (non-diluted) | Shareholder structure (diluted)^(1)(2)^ | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shareholders | Number of<br><br> shares | % of<br><br> share<br><br> capital | Number of<br><br> voting <br><br>rights | % of<br><br> voting<br><br> rights | Number of<br><br> shares<br><br> that<br><br> might be<br><br> issued or<br><br> vested | Number of<br><br> shares and<br><br> diluted<br><br> shares | % of<br><br> diluted <br><br>share<br><br> capital | % of<br><br> diluted <br><br>voting<br><br> rights | ||||
| Frédéric Cren | 5 878 891 | 2.5 | % | 11 320 566 | 4.5 | % | 8 833 224 | 2.1 | % | 14 274 899 | 3.2 | % |
| Pierre Broqua | 3 769 388 | 1.6 | % | 7 393 388 | 2.9 | % | 4 239 523 | 1.0 | % | 7 863 523 | 1.8 | % |
| Invus | 16 064 813 | 6.8 | % | 16 064 813 | 6.4 | % | 22 731 479 | 5.3 | % | 22 731 479 | 5.1 | % |
| Sofinnova | 15 186 473 | 6.4 | % | 19 086 050 | 7.6 | % | 16 699 805 | 3.9 | % | 20 599 382 | 4.6 | % |
| Andera Partners | 15 929 476 | 6.7 | % | 15 929 476 | 6.4 | % | 21 462 809 | 5.0 | % | 21 462 809 | 4.8 | % |
| SAMSARA | 14 660 194 | 6.2 | % | 14 660 194 | 5.8 | % | 24 958 421 | 5.8 | % | 24 958 421 | 5.6 | % |
| Directors (non-executive) | - | 0.0 | % | - | 0.0 | % | 12 898 116 | 3.0 | % | 12 898 116 | 2.9 | % |
| Employees & Consultant | 2 561 170 | 1.1 | % | 3 324 183 | 1.3 | % | 16 966 250 | 3.9 | % | 17 729 263 | 4.0 | % |
| European Investment Bank | - | 0.0 | % | - | 0.0 | % | 15 677 573 | 3,6 | % | 15 677 573 | 3.5 | % |
| BlackRock Claret | - | 0.0 | % | - | 0.0 | % | 8 903 038 | 2.1 | % | 8 903 038 | 2.0 | % |
| Black Rock Warrant Facility | - | 0.0 | % | - | 0.0 | % | 2 285 906 | 0,5 | % | 2 285 905 | 0.5 | % |
| Black Rock Tranche A CB | - | 0.0 | % | - | 0.0 | % | 6 617 133 | 1,5 | % | 6 617 133 | 1.5 | % |
| Treasury shares (liquidity agreement) | 45 374 | 0.0 | % | - | 0.0 | % | 45 374 | 0.0 | % | - | 0.0 | % |
| Free float | 162 184 423 | 68.6 | % | 162 921 555 | 65.3 | % | 277 253 296 | 64.4 | % | 277 990 428 | 62.5 | % |
| Total | 236 280 202 | 100 | % | 250 700 225 | 100 | % | 430 668 909 | 100 | % | 445 088 932 | 100 | % |
pg.12
|  | **PRESS RELEASE** |
| --- | --- |
Documentation
The ADSs to be issued in the Equity Offering are being offered pursuant to a shelf registration statement on Form F-3 (including a prospectus) that was filed with the Securities and Exchange Commission (the "SEC") in the United States on June 2, 2026 and became automatically effective upon filing. The Company will also file with the SEC a prospectus supplement relating to and describing the terms of the Offering (the "Prospectus Supplement"). These documents may be obtained free of charge by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, a copy of the Prospectus Supplement (and accompanying prospectus) may be obtained, when available, from Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by telephone at (800) 808-7525, ext. 6105, or by email at [email protected]; or from Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, CA 94104, by telephone at (415) 364-2720 or by email at [email protected].
The Equity Offering is not subject to a prospectus requiring an approval of the French Financial Markets Authority (Autorité des MarchésFinanciers) (the "AMF"). In accordance with Article 1(5) (a) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the "Prospectus Regulation"), considering that the Combined Transaction represents a dilution under 30% of the current share capital of the Company.
In connection with the Debt Financing Transaction, the Company has granted first-ranking security interests over a substantial portion of its assets in favor of the Lenders, including its key patents on lanifibranor. In a scenario where the NATiV3 clinical study fails and the Company is unable to meet its financial obligations under the Debt Financing Transaction, such failure could constitute, or lead to, an event of default.
Following the occurrence of an event of default (following expiry of a cure period, as applicable), the Lenders would be entitled to enforce their security interests, which could result in the sale of the Company’s principal assets. In such circumstances, due to the first-ranking nature of these security interests, the Lenders would be paid in priority from the proceeds of the enforcement of the secured assets, ahead of the Company’s unsecured creditors and, ultimately, ahead of any distributions to shareholders.
Detailed information regarding the Company, including its business, financial information, results, perspectives and related risk factors are contained in the Company’s 2025 universal registration document filed with the AMF on April 8, 2026 under number D.26-0232 (the "2025Universal Registration Document"). This document as well as other regulated information and all of the Company’s press releases, are available free of charge on the website of the Company (www.inventivapharma.com). Your attention is drawn to the risk factors related to the Company and its activities presented in Chapter 2.1 of its 2025 Universal Registration Document. In addition, the Company draws attention to the risk factors related to the Company and its activities described under the caption "Risk Factors" in the Prospectus Supplement and in the documents incorporated therein by reference, including the Company’s Annual Report on Form 20-F for the year ended December 31, 2025, filed with the SEC on April 8, 2026.
pg.13
|  | **PRESS RELEASE** |
| --- | --- |
Next publication/ event
| · | Annual<br> general meeting – June 30, 2026 |
|---|
About Inventiva
Inventiva is a clinical-stage biopharmaceutical company focused on the research and development of an orally administered small molecule for the treatment of patients with MASH. The Company is currently evaluating lanifibranor, a novel pan-PPAR agonist, in the NATiV3 pivotal Phase 3 clinical trial for the treatment of adult patients with MASH, a common and progressive chronic liver disease.
Inventiva is a public company listed on compartment B of the regulated market of Euronext Paris (ticker: IVA, ISIN: FR0013233012) and on the Nasdaq Global Market in the United States (ticker: IVA). https://www.inventivapharma.com
Contacts
| Media Relations | Investor Relations |
|---|---|
| Pascaline Clerc:<br> [email protected] | David Nikodem: [email protected] |
| Mark Corbae: [email protected] | Patricia L. Bank:<br> [email protected] |
pg.14
|  | **PRESS RELEASE** |
| --- | --- |
Forward-Looking Statements
This press release contains certain "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this press release are forward-looking statements. These statements include, but are not limited to, Inventiva’s expectations regarding its ability to execute the Combined Transaction in whole or in part and the timing thereof, including the timing of issuances of securities and receipt of proceeds in the Combined Transaction, Inventiva’s ability to satisfy conditions to the Issue Documents, including any additional equity financings, any approval of Inventiva’s shareholders required by the Combined Transaction, including the expect timing of any such required approval and the impacts of Inventiva’s failure to obtain such approval, including with respect to waivers made by the EIB of certain anti-dilution and put option rights in connection with the EIB Transactions and the exercise ratio applicable to the EIB Warrants, the timing of and Inventiva’s ability to draw down the Commitment from the Lenders, the occurrence of an event of default under the Issue Documents, the potential exercise of warrants, including the T3 warrants, the expected timing, size and use of proceeds of the Debt Financing Transaction and the Equity Offering, forecasts and estimates with respect to Inventiva’s current cash resources, and expected cash resources following the completion of the Combined Transaction, Inventiva’s expectations with respect to ownership in its share capital by certain investors, Inventiva’s capitalization following the completion of the Combined Transaction, Inventiva’s NATiV3 Phase 3 clinical trial of lanifibranor in MASH, including the timing of clinical trial data releases and regulatory filings and future activities, expectations, plans, growth and prospects of Inventiva, and the absence of material adverse events. Certain of these statements, forecasts and estimates can be recognized by the use of words such as, without limitation, "believes", "anticipates", "expects", "intends", "plans", "seeks", "estimates", "may", "will", "would", "could", "might", "should", "designed", "hopefully", "target", "potential", "opportunity", "possible", "aim", and "continue" and similar expressions. Such statements are not historical facts but rather are statements of future expectations and other forward-looking statements that are based on management's beliefs. These statements reflect such views and assumptions prevailing as of the date of the statements and involve known and unknown risks and uncertainties that could cause future results, performance, or future events to differ materially from those expressed or implied in such statements. Actual events are difficult to predict and may depend upon factors that are beyond Inventiva's control. There can be no guarantees with respect to the product candidate that the clinical trial results will be available on the anticipated timeline, that future clinical trials will be initiated as anticipated, that the product candidate will receive the necessary regulatory approvals, or that any of the anticipated milestones by Inventiva or its partners will be reached on their expected timeline, or at all. Future results may turn out to be materially different from the anticipated future results, performance or achievements expressed or implied by such statements, forecasts and estimates due to a number of factors, including the completion of financial closing procedures, that interim data or data from any interim analysis of ongoing clinical trials may not be predictive of future trial results, that the recommendation of the DMC may not be indicative of a potential marketing approval, Inventiva cannot provide assurance on the impacts of the Suspected Unexpected Serious Adverse Reaction on the results or timing of the NATiV3 trial or regulatory matters with respect thereto, that Inventiva is a clinical-stage company with no approved products and no historical product revenues, Inventiva has incurred significant losses since inception and has never generated any revenue from product sales, Inventiva will require additional capital to finance its operations, in the absence of which, Inventiva may be required to significantly curtail, delay or discontinue one or more of its research or development programs or be unable to expand its operations or otherwise capitalize on its business opportunities and may be unable to continue as a going concern, Inventiva’s ability to obtain financing and to enter into potential transactions, on the expected timing or at all, Inventiva’s ability to satisfy in part or in full the conditions for the Combined Transactions, on the expected timing or at all, and whether, when and to what extent the securities issued in the Combined Transactions, as well as any other dilutive instruments may be exercised, and by which holders, Inventiva’s ability to obtain shareholder approvals required by the Combined Transaction Inventiva's future success is dependent on the successful clinical development, regulatory approval and subsequent commercialization of its lanifibranor, preclinical studies or earlier clinical trials are not necessarily predictive of future results and the results of Inventiva's and its partners’ clinical trials may not support Inventiva's and its partners’ product candidate claims, Inventiva's expectations with respect to its clinical trials may prove to be wrong and regulatory authorities may require additional holds and/or additional amendments to Inventiva’s clinical trials, Inventiva’s expectations with respect to the clinical development plan for lanifibranor for the treatment of MASH may not be realized and may not support the approval of a New Drug Application, Inventiva’s ability to identify additional products or product candidates with significant commercial potential, Inventiva’s ability to execute on its commercialization, marketing and manufacturing capabilities and strategy, Inventiva’s ability to successfully cooperate with existing partners or enter into new partnerships, and to fulfill its obligations under any agreements entered into in connection with such partnerships, the benefits of its existing and future partnerships on the clinical development, regulatory approvals and, if approved, commercialization of its product candidate, and the achievement of milestones thereunder and the timing thereof, Inventiva and its partners may encounter substantial delays beyond expectations in their clinical trials or fail to demonstrate safety and efficacy to the satisfaction of applicable regulatory authorities, the ability of Inventiva and its partners to recruit and retain patients in clinical studies, enrollment and retention of patients in clinical trials is an expensive and time-consuming process and could be made more difficult or rendered impossible by multiple factors outside Inventiva's and its partners’ control, Inventiva's product candidate may cause adverse drug reactions or have other properties that could delay or prevent its regulatory approval, or limit their commercial potential, Inventiva faces substantial competition and Inventiva’s business, and pre-clinical studies and clinical development programs and timelines, its financial condition and results of operations could be materially and adversely affected by changes in laws and regulations, unfavorable conditions in its industry, geopolitical events, and ongoing conflicts, health epidemics, and macroeconomic conditions, including developments in international trade policies, global inflation, financial and credit market fluctuations, tariffs and other trade barriers, political turmoil, and natural catastrophes, uncertain financial markets and disruptions in banking systems. Given the risks and uncertainties, no representations are made as to the accuracy or fairness of such forward-looking statements, forecasts, and estimates. Furthermore, forward-looking statements, forecasts and estimates only speak as of the date of this press release. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
pg.15
|  | **PRESS RELEASE** |
| --- | --- |
Please refer to the Universal Registration Document for the year ended December 31, 2025 filed with the Autorité des Marchés Financiers on April 8, 2026, and the Annual Report on Form 20-F for the year ended December 31, 2025 filed with the SEC on April 8, 2026 for other risks and uncertainties affecting Inventiva, including those described under the caption "Risk Factors", and in future filings with the SEC. Other risks and uncertainties of which Inventiva is not currently aware may also affect its forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. All information in this press release is as of the date of the release. Except as required by law, Inventiva has no intention and is under no obligation to update or review the forward-looking statements referred to above. Consequently, Inventiva accepts no liability for any consequences arising from the use of any of the above statements.
Disclaimers
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
The distribution of this document may, in certain jurisdictions, be restricted by local legislations. Persons into whose possession this document comes are required to inform themselves about and to observe any such potential local restrictions.
France
The securities offered as part of the Offering have not been and will not be offered or sold to the public in France (except for public offerings defined in Article L.411-2 1° of the French Monetary and Financial Code).
The securities offered as part of the Offering may only be offered or sold in France pursuant to Article L. 411-2 1° of the French Monetary and Financial Code to "qualified investors" (investisseurs qualifiés) (as such term is defined in Article 2(e) of Prospectus Regulation) acting for their own account, and in accordance with Articles L. 411-1, L. 411-2 and D. 411-2 to D.411-4 of the French Monetary and Financial Code.
This announcement is not an advertisement and not a prospectus within the meaning of the Prospectus Regulation.
European EconomicArea
In relation to each Member State of the European Economic Area (each, a "Member State") no offer to the public of securities may be made in that Member State other than:
| - | to<br> any legal entity which is a "qualified investor" as defined in the Prospectus Regulation; |
|---|---|
| - | to<br> fewer than 150 natural or legal persons (other than a qualified investor as defined in the<br> Prospectus Regulation), subject to obtaining the prior consent of the representatives of<br> the placement agents for any such offer; or |
| --- | --- |
| - | in<br> any other circumstances falling within Article 1(4) of the Prospectus Regulation, provided<br> that no such offer of securities shall require us or any placement agent to publish a prospectus<br> pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to<br> Article 23 of the Prospectus Regulation and each person who initially acquires any shares<br> or to whom any offer is made will be deemed to have represented, acknowledged and agreed<br> to and with each of the placement agents and the Company that it is a "qualified investor"<br> as defined in the Prospectus Regulation. |
| --- | --- |
For the purposes of this provision, the expression an "offer to the public" in relation to any securities in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any securities to be offered so as to enable an investor to decide to purchase any ordinary shares.
United Kingdom
This document is only being distributed to, and is only directed at, persons in the United Kingdom that (i) are "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Article 21 of the Financial Services and Markets Act 2000) in connection with the issuance or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
This press release has been prepared in both French and English. In the event of any differences between the two texts, the French language version shall supersede.
pg.16
Exhibit 99.3
|
PRESS RELEASE |
|---|
Inventiva Announces Trading Resumption of its Ordinary Shares on Euronext Paris
Daix (France),New York City (New York, United States), June 2, 2026 – Inventiva (Euronext Paris and NASDAQ: IVA) (“Inventiva” or the “Company”), a clinical-stage biopharmaceutical company focused on the development of oral therapies for the treatment of metabolic dysfunction-associated steatohepatitis (“MASH”), today announced the trading resumption of its ordinary shares on the regulated market of Euronext in Paris as from 3:30 p.m. CEST.
Trading of the ordinary shares of the Company was halted, at the Company’s request, on June 2, 2026 from 9:00 a.m. CEST, in the context of the previously announced Debt Financing Transaction and Offering of American Depositary Shares in the United States (each representing one new ordinary share of the Company with a nominal value of €0.01).
About Inventiva
Inventiva is a clinical-stage biopharmaceutical company focused on the research and development of an orally administered small molecule for the treatment of patients with MASH. The Company is currently evaluating lanifibranor, a novel pan-PPAR agonist, in the NATiV3 pivotal Phase 3 clinical trial for the treatment of adult patients with MASH, a common and progressive chronic liver disease.
Inventiva is a public company listed on compartment B of the regulated market of Euronext Paris (ticker: IVA, ISIN: FR0013233012) and on the Nasdaq Global Market in the United States (ticker: IVA). https://www.inventivapharma.com
Contacts
| Media Relations | Investor Relations |
|---|---|
| Pascaline Clerc: [email protected] | David Nikodem: [email protected] |
| Mark Corbae: [email protected] | Patricia L. Bank: [email protected] |
Important Notice
This press release contains certain forward-looking statements with respect to the proposed trading halt. Although the Company believes its expectations are based on reasonable assumptions, these forward-looking statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking statements.
Other than as required by applicable law, the Company does not undertake any obligation to update or revise any forward-looking information or statements. This press release has been prepared in both French and English. In the event of any differences between the two texts, the French language version shall supersede.
pg. 1
|
PRESS RELEASE |
|---|
Disclaimers
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
The distribution of this document may, in certain jurisdictions, be restricted by local legislations. Persons into whose possession this document comes are required to inform themselves about and to observe any such potential local restrictions.
pg. 2