Common use of Adjustments of Exercise Ratio and Exercise Price Clause in Contracts

Adjustments of Exercise Ratio and Exercise Price. Warrants issued by the Company are securities giving access to the share capital of the Company within the meaning of Article L. 228-91 et seq. of the French Commercial Code. The Exercise Price and/or the number of Warrant 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. In accordance with the provisions of Article R. 228-92 of the French Commercial Code, if the Company decides to issue new Shares or securities giving access to the capital with preferential subscription rights to its shareholders, to distribute reserves (in cash or in kind) and share premiums or to change the allocation of its profits by creating preferred Shares, or to otherwise carry out any of the Transactions listed below, it will inform (as long as the current regulation so requires) the Holders via an announcement in the Bulletin des Annonces Légales Obligatoires and pursuant to Condition 12. If the Company is absorbed by a company or merges or consolidates with (fusions) one or several other companies to participate in the incorporation of a new entity, or proceed with a split (scission), the Holders 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. So long as any Warrants are outstanding and upon contemplation of the following transactions (each, a “Transaction”): - financial transactions (issuance of Shares or any other securities of any nature) with listed preferential subscription rights or by free allocation of listed subscription warrants; - free allocation of Shares to shareholders, regrouping or splitting Shares; - incorporation of reserves, profits or premiums into equity, by increasing the nominal value of the Shares; - distribution of reserves and of any Share premium, in cash or in kind; - free allocation, to the shareholders of the Company of any securities of the Company (except Shares); - merger by acquisition (fusion par absorption), merger (fusion par création d’une nouvelle société), spin-off, or division (scission) of the Company; - buyback of its own Shares at a price higher than the Trading Market price; - amortization of the share capital; and - change in the allocation of profits and/or creation of preferred Shares; which the Company can effect from the Issue Date, and for which the date on which the holding of Shares is established in order to determine the shareholders benefitting from a Transaction, is before the Exercise Date, the maintenance of the rights of the Holders will be ensured by proceeding to an adjustment of the Exercise Ratio in accordance with the conditions below. (a) For financial transactions (issuance of Shares or any other securities of any nature) with listed preferential right to subscription, the new Exercise Ratio will equal the product of the Exercise Ratio applicable before the start of the Transaction at issue and the following ratio: To calculate this ratio, the value of a Share after detachment of the preferential subscription right and the value of the preferential subscription right are equal to the average of the opening prices listed on the Trading Market as reported by Bloomberg L.P. during all trading days included in the subscription period during which the Shares and the subscriptions rights are simultaneously listed. (b) For financial transactions 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 their holders during the period of subscription which has opened to them, the new Exercise Ratio will be equal to the product of the Exercise Ratio before the start of the Transaction contemplated and of the following ratio: Value of a Share after detachment of the subscription warrant +Value of the subscription warrant - the value of a Share after detachment of the subscription warrant will be equal to the VWAP of (i) the prices of the Company's Shares listed on the Trading Market during all trading days included in the subscription period, and, if there is a rump placement, (ii) either (a) the sale price of the Shares sold in the rump placement, or (b) the VWAP of the Shares on the Trading Market on the day the sale price for the securities sold in the rump placement is fixed, if such securities are not fungible with the Shares; - the value of the subscription warrant will be equal to the VWAP of (i) the prices of the subscription warrants listed on the Trading Market on each trading day included in the subscription period, and (ii) the implicit value of the subscription warrants, being equal to either (a) the difference, if positive, adjusted by the warrant exercise ratio, between the sale price of the securities sold in the rump placement and the subscription price of the securities upon the exercise of the subscription warrants, or (b) if such difference as aforesaid is not positive, zero (0). 2. In case of a free allocation of Shares to shareholders, and also in case of regrouping or splitting of Shares, the new Exercise Ratio will be equal to the product of the Exercise Ratio applicable before the start of the Transaction contemplated and of the following ratio: 3. In case of a capital increase by incorporation of reserves, profits or premiums carried out by increasing the nominal value of the Shares, the nominal value of the Warrant Shares the Holders could obtain by exercising their Warrants will be increased in due proportion. 4. In case of a distribution of reserves and of any share premiums, either in cash or in kind (securities in portfolio...), the new Exercise Ratio will be equal to the product of the Exercise Ratio applicable before the start of the Transaction contemplated and of the following ratio: For the calculation of this ratio: - the value of a Share before the distribution will be equal to the VWAP of the prices of the Shares listed on the Trading Market during the last three trading days preceding the day the Shares are listed ex-distribution; - if distribution is made in kind: o in case of delivery of securities already listed on a Trading Market, the value of the securities will be determined as above, o in case of delivery of securities not yet listed on a Trading Market, the value of securities remitted will be equal, if they should be listed on a Trading Market during the ten trading day period starting from the date on which the Shares are listed ex-distribution, to the VWAP of the Shares listed on such trading Market during the three first trading days included in this period during which the said securities are listed, and o in all other cases (securities delivered not listed on a Trading Market or listed during less than three trading days within the ten trading day period mentioned above or distribution of assets), the value of the securities or the assets delivered per Share shall be determined by an independent expert of international reputation appointed by the Company. 5. In case of a free allocation to shareholders of securities, other than Shares and subject to paragraph 1 (b) above, the new Exercise Ratio will be equal to: (a) if the rights to the free allocation of securities were listed on the Trading Market, the product of the Exercise Ratio applicable before the start of the Transaction contemplated and of the following ratio: For the calculation of this ratio: - the value of the Share price ex-right of free allocation will be equal to the VWAP of the Shares listed on the Trading Market of the Share ex-right of free allocation during the first ten trading days starting on the date on which the Shares are listed ex-right of free allocation; - the value of the right to free allocation will be determined as in the above paragraph. If the right to free allocation is not listed during each of the ten trading days, its value will be determined by an independent expert of international reputation appointed by the Company. (b) if the right to free allocation of securities were not listed on the Trading Market, the product of the Exercise Ratio applicable before the start of the Transaction contemplated and of the following ratio: For the calculation of this ratio: - the Share price ex-right to allocation will be determined as in paragraph a) above. - if these securities are listed or can be listed on the Trading Market within ten trading days starting from the day Shares are listed ex-distribution, the value of the securities allocated by Share will be equal to the VWAP of these securities listed on said market during the three first trading days included in this period during which said securities are listed. If the allocated securities are not listed during each of these three market trading days, the value of these securities will be determined by an independent expert of international reputation appointed by the Company. 6. In case of an absorption of the Company by another company (fusion par absorption) or a merger with one or more companies resulting in the incorporation of a new company (fusion par création d’une nouvelle société), a spin-off or division (scission) of the Company, the exercise of the Warrants will allow allocation of shares of the absorbing company or the new company(ies) or the company(ies) resulting from any division or spin-off. The new Exercise Ratio will be determined by multiplying the Exercise Ratio applicable before the start of the contemplated Transaction by the exchange ratio of the Shares against the shares of the absorbing company or the new company(ies) or the company(ies) resulting from any division or spin-off. These companies will be fully subrogated to the Company’s rights and obligations towards the Holders. 7. In case of a buyback of the Company of its own Shares (except for buyback made pursuant to Article L. 22-10-62 of the French Commercial Code) at a price higher than the stock exchange price, the new Exercise Ratio will be equal to the product of the Exercise Ratio applicable before the buyback and the following ratio: For the calculation of this ratio: - Share price means the VWAP of the Shares listed on the Trading Market during the three last trading days preceding the buyback (or the ability of buyback): - Pc% means the percentage of total share capital repurchased; and - Buyback price means the effective buyback price. 8. In case of amortization of the share capital of the Company, the new Exercise Ratio will be equal to the product of the Exercise Ratio on the date before the start of the contemplated Transaction and of the following ratio: For the calculation of the ratio, the Share value before amortization will be equal to the VWAP of the Shares listed on the Trading Market during the three last trading days preceding the trading day the Shares are listed ex- amortization. (a) In case of a change in the allocation of profits and/or creation of new preferred shares resulting in such modification by the Company, the new Exercise Ratio will be equal to the product of the Exercise Ratio before the start of the contemplated Transaction and the following ratio: For the calculation of this ratio: - the Share price before modification means the volume-weighted average of the prices of the Company’s Shares listed on the Trading Market during the last three trading days preceding the date of modification; - the reduction by Share on the right to profits will be determined by an independent expert of international reputation appointed by the Company and will be submitted to the approval of the Holders’ General Meeting (as defined in Condition 7). If however these preferred Shares are issued with shareholders’ preferential subscription rights or by free distribution of Warrants to subscribe to such preferred shares, the new Exercise Ratio will be adjusted in accordance to paragraphs 1 or 5 above. (b) in case of creation of preferred shares without a modification in the distribution of profits, the adjustment of the Exercise Ratio that would be necessary will be determined by an independent expert of international reputation appointed by the Company. If the Company were to carry out Transactions where an adjustment had not been completed under paragraphs 1 to 9 above, and a later law or regulations require an adjustment, the Company shall undertake such adjustment in accordance with the law or regulations then applicable and the market practice observed in France. In the event of an adjustment, the new exercise conditions will be brought to the prompt attention of the Holders pursuant to Condition 12 within three Business Days of the effectiveness of the adjustment. The Company’s Board of Directors will report the calculation and results of any adjustment in the annual report following such adjustment.

Adjustments of Exercise Ratio and Exercise Price. Warrants issued by the Company are securities giving access to the share capital of the Company within the meaning of Article L. 228-91 et seq. of the French Commercial Code. The Exercise Price and/or the number of Warrant 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. In accordance with the provisions of Article R. 228-92 of the French Commercial Code, if the Company decides to issue new Shares or securities giving access to the capital with preferential subscription rights to its shareholders, to distribute reserves (in cash or in kind) and share premiums or to change the allocation of its profits by creating preferred Shares, or to otherwise carry out any of the Transactions listed below, it will inform (as long as the current regulation so requires) the Holders via an announcement in the Bulletin des Annonces Légales Obligatoires and pursuant to Condition 12. If the Company is absorbed by a company or merges or consolidates with (fusions) one or several other companies to participate in the incorporation of a new entity, or proceed with a split (scission), the Holders 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. So long as any Warrants are outstanding and upon contemplation of the following transactions (each, a “Transaction”): - financial transactions (issuance of Shares or any other securities of any nature) with listed preferential subscription rights or by free allocation of listed subscription warrants; - free allocation of Shares to shareholders, regrouping or splitting Shares; - incorporation of reserves, profits or premiums into equity, by increasing the nominal value of the Shares; - distribution of reserves and of any Share premium, in cash or in kind; - free allocation, to the shareholders of the Company of any securities of the Company (except Shares); - merger by acquisition (fusion par absorption), merger (fusion par création d’une nouvelle société), spin-off, or division (scission) of the Company; - buyback of its own Shares at a price higher than the Trading Market stock market price; - amortization of the share capital; and - change in the allocation of profits and/or creation of preferred Shares; which the Company can effect from the Issue Date, and for which the date on which the holding of Shares is established in order to determine the shareholders benefitting from a Transaction, is before the Exercise Date, the maintenance of the rights of the Holders will be ensured by proceeding to an adjustment of the Exercise Ratio in accordance with the conditions below. (a) For financial transactions (issuance of Shares or any other securities of any nature) with listed preferential right to subscription, the new Exercise Ratio will equal the product of the Exercise Ratio applicable before the start of the Transaction at issue and the following ratio: To calculate this ratio, the value of a Share after detachment of the preferential subscription right and the value of the preferential subscription right are equal to the average of the opening prices listed on the Trading Market as reported by Bloomberg L.P. during all trading days included in the subscription period during which the Shares and the subscriptions rights are simultaneously listed. (b) For financial transactions 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 their holders during the period of subscription which has opened to them, the new Exercise Ratio will be equal to the product of the Exercise Ratio before the start of the Transaction contemplated and of the following ratio: Value of a Share after detachment of the subscription warrant +Value of the subscription warrant - the value of a Share after detachment of the subscription warrant will be equal to the VWAP of (i) the prices of the Company's Shares listed on the Trading Market during all trading days included in the subscription period, and, if there is a rump placement, (ii) either (a) the sale price of the Shares sold in the rump placement, or (b) the VWAP of the Shares on the Trading Market on the day the sale price for the securities sold in the rump placement is fixed, if such securities are not fungible with the Shares; - the value of the subscription warrant will be equal to the VWAP of (i) the prices of the subscription warrants listed on the Trading Market on each trading day included in the subscription period, and (ii) the implicit value of the subscription warrants, being equal to either (a) the difference, if positive, adjusted by the warrant exercise ratio, between the sale price of the securities sold in the rump placement and the subscription price of the securities upon the exercise of the subscription warrants, or (b) if such difference as aforesaid is not positive, zero (0). 2. In case of a free allocation of Shares to shareholders, and also in case of regrouping or splitting of Shares, the new Exercise Ratio will be equal to the product of the Exercise Ratio applicable before the start of the Transaction contemplated and of the following ratio: 3. In case of a capital increase by incorporation of reserves, profits or premiums carried out by increasing the nominal value of the Shares, the nominal value of the Warrant Shares the Holders could obtain by exercising their Warrants will be increased in due proportion. 4. In case of a distribution of reserves and of any share premiums, either in cash or in kind (securities in portfolio...), the new Exercise Ratio will be equal to the product of the Exercise Ratio applicable before the start of the Transaction contemplated and of the following ratio: For the calculation of this ratio: - the value of a Share before the distribution will be equal to the VWAP of the prices of the Shares listed on the Trading Market during the last three trading days preceding the day the Shares are listed ex-distribution; - if distribution is made in kind: o in case of delivery of securities already listed on a Trading Market, the value of the securities will be determined as above, o in case of delivery of securities not yet listed on a Trading Market, the value of securities remitted will be equal, if they should be listed on a Trading Market during the ten trading day period starting from the date on which the Shares are listed ex-distribution, to the VWAP of the Shares listed on such trading Market during the three first trading days included in this period during which the said securities are listed, and o in all other cases (securities delivered not listed on a Trading Market or listed during less than three trading days within the ten trading day period mentioned above or distribution of assets), the value of the securities or the assets delivered per Share shall be determined by an independent expert of international reputation appointed by the Company. 5. In case of a free allocation to shareholders of securities, other than Shares and subject to paragraph 1 (b) aboveb)above, the new Exercise Ratio will be equal to: (a) if the rights to the free allocation of securities were listed on the Trading Market, the product of the Exercise Ratio applicable before the start of the Transaction contemplated and of the following ratio: For the calculation of this ratio: - the value of the Share price ex-right of free allocation will be equal to the VWAP of the Shares listed on the Trading Market of the Share ex-right of free allocation during the first ten trading days starting on the date on which the Shares are listed ex-right of free allocation; - the value of the right to free allocation will be determined as in the above paragraph. If the right to free allocation is not listed during each of the ten trading days, its value will be determined by an independent expert of international reputation appointed by the Company. (b) if the right to free allocation of securities were not listed on the Trading Market, the product of the Exercise Ratio applicable before the start of the Transaction contemplated and of the following ratio: For the calculation of this ratio: - the Share price ex-right to allocation will be determined as in paragraph a) above(a)above. - if these securities are listed or can be listed on the Trading Market within ten trading days starting from the day Shares are listed ex-distribution, the value of the securities allocated by Share will be equal to the VWAP of these securities listed on said market during the three first trading days included in this period during which said securities are listed. If the allocated securities are not listed during each of these three market trading days, the value of these securities will be determined by an independent expert of international reputation appointed by the Company. 6. In case of an absorption of the Company by another company (fusion par absorption) or a merger with one or more companies resulting in the incorporation of a new company (fusion par création d’une nouvelle société), a spin-off or division (scission) of the Company, the exercise of the Warrants will allow allocation of shares of the absorbing company or the new company(ies) or the company(ies) resulting from any division or spin-off. The new Exercise Ratio will be determined by multiplying the Exercise Ratio applicable before the start of the contemplated Transaction by the exchange ratio of the Shares against the shares of the absorbing company or the new company(ies) or the company(ies) resulting from any division or spin-off. These companies will be fully subrogated to the Company’s rights and obligations towards the Holders. 7. In case of a buyback of the Company of its own Shares (except for buyback made pursuant to Article L. 22-10-62 of the French Commercial Code) at a price higher than the stock exchange price, the new Exercise Ratio will be equal to the product of the Exercise Ratio applicable before the buyback and the following ratio: For the calculation of this ratio: - Share price means the VWAP of the Shares listed on the Trading Market during the three last trading days preceding the buyback (or the ability of buyback): - Pc% means the percentage of total share capital repurchased; and - Buyback price means the effective buyback price. 8. In case of amortization of the share capital of the Company, the new Exercise Ratio will be equal to the product of the Exercise Ratio on the date before the start of the contemplated Transaction and of the following ratio: For the calculation of the ratio, the Share value before amortization will be equal to the VWAP of the Shares listed on the Trading Market during the three last trading days preceding the trading day the Shares are listed ex- amortization. (a) In case of a change in the allocation of profits and/or creation of new preferred shares resulting in such modification by the Company, the new Exercise Ratio will be equal to the product of the Exercise Ratio before the start of the contemplated Transaction and the following ratio: For the calculation of this ratio: - the Share price before modification means the volume-weighted average of the prices of the Company’s Shares listed on the Trading Market during the last three trading days preceding the date of modification; - the reduction by Share on the right to profits will be determined by an independent expert of international reputation appointed by the Company and will be submitted to the approval of the Holders’ General Meeting (as defined in Condition 7). If however these preferred Shares are issued with shareholders’ preferential subscription rights or by free distribution of Warrants to subscribe to such preferred shares, the new Exercise Ratio will be adjusted in accordance to paragraphs 1 or 1or 5 above. (b) in case of creation of preferred shares without a modification in the distribution of profits, the adjustment of the Exercise Ratio that would be necessary will be determined by an independent expert of international reputation appointed by the Company. If the Company were to carry out Transactions where an adjustment had not been completed under paragraphs 1 to 9 above, and a later law or regulations require an adjustment, the Company shall undertake such adjustment in accordance with the law or regulations then applicable and the market practice observed in France. In the event of an adjustment, the new exercise conditions will be brought to the prompt attention of the Holders pursuant to Condition 12 within three Business Days of the effectiveness of the adjustment. The Company’s Board of Directors will report the calculation and results of any adjustment in the annual report following such adjustment.

Adjustments of Exercise Ratio and Exercise Price. Warrants issued by the Company are securities giving access to the share capital of the Company within the meaning of Article L. 228-91 et seq. of the French Commercial Code. The Exercise Price and/or the number of Warrant 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 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 articles R. 228-90 to R. 228-92 of this Code. In accordance with the provisions of Article R. 228-92 of the French Commercial Code, if the Company decides to issue new Shares or securities giving access to the capital with preferential subscription rights limited to its shareholders, to distribute reserves (in cash or in kind) and share premiums or to change the allocation of its profits by creating preferred Shares, or to otherwise carry out any of the Transactions listed below, it will inform (as long as the current regulation so requires) the Holders via an announcement in the Bulletin des Annonces Légales Obligatoires and pursuant to Condition 12Obligatoires. If the Company is absorbed by a company or merges or consolidates with (fusions) one or several other companies to participate in the incorporation of a new entity, or proceed with a split (scission), the Holders 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. So long as any Warrants are outstanding and upon contemplation of the following transactions (each, a “Transaction”): - • financial transactions (issuance of Shares or any other securities of any nature) with listed preferential subscription rights or by free allocation of listed subscription warrants; - • free allocation of Shares to shareholders, regrouping or splitting Shares; - • incorporation of reserves, profits or premiums into equity, by increasing the nominal value of the Shares; - • distribution of reserves and of any Share premium, in cash or in kind; - • free allocation, to the shareholders of the Company of any securities of the Company (except Shares); - • merger by acquisition (fusion par absorption), merger (fusion par création d’une nouvelle société), spin-off, or division (scission) of the Company; - • buyback of its own Shares at a price higher than the Trading Market price; - • amortization of the share capital; and - • change in the allocation of profits and/or creation of preferred Shares; which the Company can effect from the Issue Date, and for which the date on which the holding of Shares is established in order to determine the shareholders benefitting from a Transaction, is before the Exercise Date, the maintenance of the rights of the Holders will be ensured by proceeding to an adjustment of the Exercise Ratio in accordance with the conditions below. (a) For financial transactions (issuance of Shares or any other securities of any nature) with listed preferential right to subscription, the new Exercise Ratio will equal the product of the Exercise Ratio applicable before the start of the Transaction at issue and the following ratio: To calculate this ratio, the value of a Share after detachment of the preferential subscription right and the value of the preferential subscription right are equal to the average of the opening prices listed on the Trading Market as reported by Bloomberg L.P. during all trading days included in the subscription period during which the Shares and the subscriptions rights are simultaneously listed. (b) For financial transactions 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 their holders during the period of subscription which has opened to them, the new Exercise Ratio will be equal to the product of the Exercise Ratio before the start of the Transaction contemplated and of the following ratio: Value of a Share after detachment of the subscription warrant +Value of the subscription warrant - the value of a Share after detachment of the subscription warrant will be equal to the • THE VALUE OF A SHARE AFTER DETACHMENT OF THE SUBSCRIPTION WARRANT WILL BE EQUAL TO THE VWAP of OF (iI) the prices of the Company's Shares listed on the Trading Market during all trading days included in the subscription periodTHE PRICES OF THE COMPANY’S SHARES LISTED ON THE TRADING MARKET DURING ALL TRADING DAYS INCLUDED IN THE SUBSCRIPTION PERIOD, andAND, if there is a rump placementIF THERE IS A RUMP PLACEMENT, (iiII) either EITHER (aA) the sale price of the Shares sold in the rump placementTHE SALE PRICE OF THE SHARES SOLD IN THE RUMP PLACEMENT, or OR (bB) the THE VWAP of the Shares on the Trading Market on the day the sale price for the securities sold in the rump placement is fixedOF THE SHARES ON THE TRADING MARKET ON THE DAY THE SALE PRICE FOR THE SECURITIES SOLD IN THE RUMP PLACEMENT IS FIXED, if such securities are not fungible with the SharesIF SUCH SECURITIES ARE NOT FUNGIBLE WITH THE SHARES; - the value of the subscription warrant will be equal to the • THE VALUE OF THE SUBSCRIPTION WARRANT WILL BE EQUAL TO THE VWAP of OF (iI) the prices of the subscription warrants listed on the Trading Market on each trading day included in the subscription periodTHE PRICES OF THE SUBSCRIPTION WARRANTS LISTED ON THE TRADING MARKET ON EACH TRADING DAY INCLUDED IN THE SUBSCRIPTION PERIOD, and AND (iiII) the implicit value of the subscription warrantsTHE IMPLICIT VALUE OF THE SUBSCRIPTION WARRANTS, being equal to either BEING EQUAL TO EITHER (aA) the differenceTHE DIFFERENCE, if positiveIF POSITIVE, adjusted by the warrant exercise ratioADJUSTED BY THE WARRANT EXERCISE RATIO, between the sale price of the securities sold in the rump placement and the subscription price of the securities upon the exercise of the subscription warrantsBETWEEN THE SALE PRICE OF THE SECURITIES SOLD IN THE RUMP PLACEMENT AND THE SUBSCRIPTION PRICE OF THE SECURITIES UPON THE EXERCISE OF THE SUBSCRIPTION WARRANTS, or OR (bB) if such difference as aforesaid is not positiveIF SUCH DIFFERENCE AS AFORESAID IS NOT POSITIVE, zero ZERO (0). 2. In case of a free allocation of Shares to shareholders, and also in case of regrouping or splitting of Shares, the new Exercise Ratio will be equal to the product of the Exercise Ratio applicable before the start of the Transaction contemplated and of the following ratio: 3. In case of a capital increase by incorporation of reserves, profits or premiums carried out by increasing the nominal value of the Shares, the nominal value of the Warrant Shares the Holders could obtain by exercising their Warrants will be increased in due proportion. 4. In case of a distribution of reserves and of any share premiums, either in cash or in kind (securities in portfolio...), the new Exercise Ratio will be equal to the product of the Exercise Ratio applicable before the start of the Transaction contemplated and of the following ratio: For the calculation of this ratio: - the value of a Share before the distribution will be equal to the • THE VALUE OF A SHARE BEFORE THE DISTRIBUTION WILL BE EQUAL TO THE VWAP of the prices of the Shares listed on the Trading Market during the last three trading days preceding the day the Shares are listed exOF THE PRICES OF THE SHARES LISTED ON THE TRADING MARKET DURING THE LAST THREE TRADING DAYS PRECEDING THE DAY THE SHARES ARE LISTED EX-distributionDISTRIBUTION; - if distribution is made in kind• IF DISTRIBUTION IS MADE IN KIND: o in case of delivery of securities already listed on a Trading Market• IN CASE OF DELIVERY OF SECURITIES ALREADY LISTED ON A TRADING MARKET, the value of the securities will be determined as aboveTHE VALUE OF THE SECURITIES WILL BE DETERMINED AS ABOVE, o in case of delivery of securities not yet listed on a Trading Market• IN CASE OF DELIVERY OF SECURITIES NOT YET LISTED ON A TRADING MARKET, the value of securities remitted will be equalTHE VALUE OF SECURITIES REMITTED WILL BE EQUAL, if they should be listed on a Trading Market during the ten trading day period starting from the date on which the Shares are listed exIF THEY SHOULD BE LISTED ON A TRADING MARKET DURING THE TEN TRADING DAY PERIOD STARTING FROM THE DATE ON WHICH THE SHARES ARE LISTED EX-distributionDISTRIBUTION, to the TO THE VWAP of the Shares listed on such trading Market during the three first trading days included in this period during which the said securities are listedOF THE SHARES LISTED ON SUCH TRADING MARKET DURING THE THREE FIRST TRADING DAYS INCLUDED IN THIS PERIOD DURING WHICH THE SAID SECURITIES ARE LISTED, and o in all other cases AND • IN ALL OTHER CASES (securities delivered not listed on a Trading Market or listed during less than three trading days within the ten trading day period mentioned above or distribution of assetsSECURITIES DELIVERED NOT LISTED ON A TRADING MARKET OR LISTED DURING LESS THAN THREE TRADING DAYS WITHIN THE TEN TRADING DAY PERIOD MENTIONED ABOVE OR DISTRIBUTION OF ASSETS), the value of the securities or the assets delivered per Share shall be determined by an independent expert of international reputation appointed by the CompanyTHE VALUE OF THE SECURITIES OR THE ASSETS DELIVERED PER SHARE SHALL BE DETERMINED BY AN INDEPENDENT EXPERT OF INTERNATIONAL REPUTATION APPOINTED BY THE COMPANY. 5. In case of a free allocation to shareholders of securities, other than Shares and subject to paragraph 1 (b) above, the new Exercise Ratio will be equal to: (a) if the rights to the free allocation of securities were listed on the Trading Market, the product of the Exercise Ratio applicable before the start of the Transaction contemplated and of the following ratio: Share price ex-right to free allocation + value of the right to free allocation Share price ex-right to free allocation For the calculation of this ratio: - the value of the Share price ex• THE VALUE OF THE SHARE PRICE EX-right of free allocation will be equal to the RIGHT OF FREE ALLOCATION WILL BE EQUAL TO THE VWAP of the Shares listed on the Trading Market of the Share exOF THE SHARES LISTED ON THE TRADING MARKET OF THE SHARE EX-right of free allocation during the first ten trading days starting on the date on which the Shares are listed exRIGHT OF FREE ALLOCATION DURING THE FIRST TEN TRADING DAYS STARTING ON THE DATE ON WHICH THE SHARES ARE LISTED EX-right of free allocationRIGHT OF FREE ALLOCATION; - the value of the right to free allocation will be determined as in the above paragraph• THE VALUE OF THE RIGHT TO FREE ALLOCATION WILL BE DETERMINED AS IN THE ABOVE PARAGRAPH. If the right to free allocation is not listed during each of the ten trading days, its value will be determined by an independent expert of international reputation appointed by the Company. (b) if the right to free allocation of securities were not listed on the Trading Market, the product of the Exercise Ratio applicable before the start of the Transaction contemplated and of the following ratio: Share price ex-right to free allocation Share price ex-right to free allocation For the calculation of this ratio: - the Share price ex• THE SHARE PRICE EX-right to allocation will be determined as in paragraph aRIGHT TO ALLOCATION WILL BE DETERMINED AS IN PARAGRAPH A) aboveABOVE. - if these securities are listed or can be listed on the Trading Market within ten trading days starting from the day Shares are listed ex• IF THESE SECURITIES ARE LISTED OR CAN BE LISTED ON THE TRADING MARKET WITHIN TEN TRADING DAYS STARTING FROM THE DAY SHARES ARE LISTED EX-distributionDISTRIBUTION, the value of the securities allocated by Share will be equal to the THE VALUE OF THE SECURITIES ALLOCATED BY SHARE WILL BE EQUAL TO THE VWAP of these securities listed on said market during the three first trading days included in this period during which said securities are listedOF THESE SECURITIES LISTED ON SAID MARKET DURING THE THREE FIRST TRADING DAYS INCLUDED IN THIS PERIOD DURING WHICH SAID SECURITIES ARE LISTED. If the allocated securities are not listed during each of these three market trading daysIF THE ALLOCATED SECURITIES ARE NOT LISTED DURING EACH OF THESE THREE MARKET TRADING DAYS, the value of these securities will be determined by an independent expert of international reputation appointed by the CompanyTHE VALUE OF THESE SECURITIES WILL BE DETERMINED BY AN INDEPENDENT EXPERT OF INTERNATIONAL REPUTATION APPOINTED BY THE COMPANY. 6. In case of an absorption of the Company by another company (fusion par absorption) or a merger with one or more companies resulting in the incorporation of a new company (fusion company(fusion par création creation d’une nouvelle sociétésociete), a spin-off or division (scission) of the Company, the exercise of the Warrants will allow allocation of shares of the absorbing company or the new company(ies) or the company(ies) resulting from any division or spin-off. The new Exercise Ratio will be determined by multiplying the Exercise Ratio applicable before the start of the contemplated Transaction by the exchange ratio of the Shares against the shares of the absorbing company or the new company(ies) or the company(ies) resulting from any division or spin-off. These companies will be fully subrogated to the Company’s rights and obligations towards the Holders. 7. In case of a buyback of the Company of its own Shares (except for buyback made pursuant to Article L. 22article L.225-10-62 209 al. 2 of the French Commercial Code) at a price higher than the stock exchange price, the new Exercise Ratio will be equal to the product of the Exercise Ratio applicable before the buyback and the following ratio: For the calculation of this ratio: - • Share price means the VWAP of the Shares listed on the Trading Market during the three last trading days preceding the buyback (or the ability of buyback): - • Pc% means the percentage of total share capital repurchased; and - • Buyback price means the effective buyback price. 8. In case of amortization of the share capital of the Company, the new Exercise Ratio will be equal to the product of the Exercise Ratio on the date before the start of the contemplated Transaction and of the following ratio: For the calculation of the ratio, the Share value before amortization will be equal to the VWAP of the Shares listed on the Trading Market during the three last trading days preceding the trading day the Shares are listed ex- amortization. (a) In case of a change in the allocation of profits and/or creation of new preferred shares resulting in such modification by the Company, the new Exercise Ratio will be equal to the product of the Exercise Ratio before the start of the contemplated Transaction and the following ratio: For the calculation of this ratio: - the Share price before modification means the volume• THE SHARE PRICE BEFORE MODIFICATION MEANS THE VOLUME-weighted average of the prices of the Company’s Shares listed on the Trading Market during the last three trading days preceding the date of modificationWEIGHTED AVERAGE OF THE PRICES OF THE COMPANY’S SHARES LISTED ON THE TRADING MARKET DURING THE LAST THREE TRADING DAYS PRECEDING THE DATE OF MODIFICATION; - the reduction by Share on the right to profits will be determined by an independent expert of international reputation appointed by the Company and will be submitted to the approval of the Holders• THE REDUCTION BY SHARE ON THE RIGHT TO PROFITS WILL BE DETERMINED BY AN INDEPENDENT EXPERT OF INTERNATIONAL REPUTATION APPOINTED BY THE COMPANY AND WILL BE SUBMITTED TO THE APPROVAL OF THE HOLDERS’ General Meeting GENERAL MEETING (as defined in Condition AS DEFINED IN CONDITION 7). If however these preferred Shares are issued with shareholders’ preferential subscription rights or by free distribution of Warrants to subscribe to such preferred shares, the new Exercise Ratio will be adjusted in accordance to paragraphs 1 or 5 above. (b) in case of creation of preferred shares without a modification in the distribution of profits, the adjustment of the Exercise Ratio that would be necessary will be determined by an independent expert of international reputation appointed by the Company. If the Company were to carry out Transactions where an adjustment had not been completed under paragraphs 1 to 9 above, and a later law or regulations require an adjustment, the Company shall undertake such adjustment in accordance with the law or regulations then applicable and the market practice observed in France. In the event of an adjustment, the new exercise conditions will be brought to the prompt attention of the Holders pursuant to Condition 12 within three Business Days of the effectiveness of the adjustment. The Company’s Board of Directors will report the calculation and results of any adjustment in the annual report following such adjustment.