Common use of Terms of Exercise Clause in Contracts

Terms of Exercise. In order to exercise the Second Pre-Funded Warrants, the Holder through its intermediary shall at any time during the Exercise Period (i) send by email to the Registrar [***], a notice, with a copy to the Calculation Agent, to the attention of the Calculation Agency Team [***], and the Company, to the attention of the [***] or such other Company representatives as identified by the Company, in the form of the exercise notice (bulletin de souscription) set forth in Appendix A (each an “Exercise Notice”), of the Holder’s election to exercise the Second Pre-Funded Warrants, which Exercise Notice shall specify the number of Second Pre-Funded Warrants to be exercised (for the number of Second PFW Shares as determined by the Calculation Agent pursuant to Condition 4), and (ii) within two (2) Business Days of the sending of the Exercise Notice, make payment to the Registrar for the account of the Company of an amount equal to the product (rounded up to the nearest whole multiple of €0.01) of (i) the Exercise Price (being Euro 0.0175) and (ii) the number of Second Pre-Funded Warrants being exercised (the “Aggregate Exercise Price”) by wire transfer of immediately available funds in Euros as set forth in Condition 2(e) below. If the Exercise Notice or, as the case may be, the Aggregate Exercise Price is received by the Registrar on a day which is not a Business Day or after 5.00 p.m., Paris time on any Business Day, such Exercise Notice or, as the case may be, the Aggregate Exercise Price shall be deemed to have been received by the Registrar on the immediately following Business Day. For the avoidance of doubt the Holder may exercise some or all of its Second Pre-Funded Warrants in one or several times within the Exercise Period, it being specified that each Second Pre-Funded Warrant shall be exercised only once. No ink-original Exercise Notice shall be required, nor shall any type of guarantee or notarization of any Exercise Notice be required. The Aggregate Exercise Price shall be received no later than two (2) Business Days of the sending of the Exercise Notice.

Terms of Exercise. In order to exercise the Second Pre-Funded Warrants, the Holder through its intermediary shall at any time during the Exercise Period (i) send by email to the Registrar Registrar, by facsimile transmission (at [***•]) or by their secured platform SecureHub, at any time prior to 5.00 p.m., Paris time, on any Business Day during the Exercise Period, a notice, with a copy to the Calculation Agent, to the attention of the Calculation Agency Team ([***•], ) and the Company, to the attention of the F▇▇▇▇▇▇▇ ▇▇▇▇ ([***] •]) and J▇▇▇ ▇▇▇▇▇▇▇▇ ([•]) or such other Company representatives as identified by the Companyrepresentatives, in the form of the exercise notice (bulletin de souscription) set forth in Appendix A (each an “Exercise Notice”), of the Holder’s election to exercise the Second Pre-Funded Warrants, which Exercise Notice shall specify the number of Second Pre-Funded Warrants to be exercised and the relevant number of Warrant Shares to be subscribed (for or the number of Second PFW Warrant Shares as determined by the Calculation Agent pursuant to Condition 4), and (ii) within two (2) Business Days of the sending of the Exercise Notice, make payment to the Registrar for the account of the Company of an amount equal to the product (rounded up to the nearest whole multiple of €0.01) of (ia) the Exercise Price (being Euro 0.0175) per Warrant and (iib) the number of Second Pre-Funded Warrants being exercised (the “Aggregate Exercise Price”) by wire transfer of immediately available funds in Euros as set forth in Condition 2(e2(f) below. If the Exercise Notice or, as the case may be, the Aggregate Exercise Price is received by the Registrar on a day which is not a Business Day or after 5.00 p.m., Paris time on any Business Day, such Exercise Notice or, as the case may be, the Aggregate Exercise Price shall be deemed to have been received by the Registrar on the immediately following Business Day. For the avoidance of doubt the Holder may exercise some all or all parts of its Second Pre-Funded Warrants in one or several times within the Exercise Period, it being specified that each Second Pre-Funded Warrant shall be exercised only once. No ink-original Exercise Notice shall be required, nor shall any type of guarantee or notarization of any Exercise Notice be required. The Aggregate Exercise Price shall be received no later than two (2) Business Days of the sending of the Exercise Notice.

Terms of Exercise. In order Matria shall be entitled to exercise the Second PreCall Option, in whole or in part, on a single occasion during the Option Term and only in accordance with the following provisions: (a) The aggregate purchase price for the Preferred Stock and the prepayments of the principal of the Earn-Funded WarrantsOut Notes may not be less than one-third, and may not be more than two-thirds unless it is 100%, of the total of the CP Aggregate Repurchase Price, the Holder through its intermediary RP Aggregate Repurchase Price and the outstanding principal balance of the Earn-Out Notes on such date. (b) Such payment shall at be allocated prorata as nearly as possible among the purchase of the Convertible Preferred Stock, the purchase of the Redeemable Preferred Stock and the prepayment of the Earn-Out Notes. (c) The purchase of shares of Convertible Preferred Stock by Matria under this Article III shall be governed by and is subject to all of the provisions set forth in paragraphs (e), (f) and (g) of Section 6 of the COD of the Convertible Preferred Stock, as if the purchase were a redemption pursuant to paragraph (a) of said Section 6. The purchase of shares of Redeemable Preferred Stock by Matria under this Article III shall be governed by and is subject to all of the provisions set forth in paragraphs (e), (f) and (g) of Section 5 of the COD of the Redeemable Preferred Stock, as if the purchase were a redemption pursuant to paragraph (a) of said Section 5. (d) If Matria purchases Preferred Stock under the Call Option and/or makes prepayments on the Earn-Out Notes under the terms thereof, then, upon payment of the CP Repurchase Price and the RP Repurchase Price for all shares of Preferred Stock purchased and/or the making, from time to time, of any time during such prepayments under the Exercise Period (i) send by email to Earn-Out Notes, Matria shall be entitled, upon payment of the Registrar [***], a notice, with a copy to the Calculation AgentWarrant Cancellation Price, to cancel a number of Warrants it shall determine in its sole discretion, but not to exceed the attention number resulting from multiplying the number of Warrants then outstanding by a fraction, the numerator of which is the sum of the Calculation Agency Team [***]aggregate liquidation preference of the shares of Preferred Stock purchased plus the principal balance of the Earn-Out Notes so prepaid, and the Company, to denominator of which is the attention sum of the [***] or such other Company representatives as identified by the Company, in the form aggregate liquidation preference of the exercise notice (bulletin de souscription) set forth in Appendix A (each an “Exercise Notice”), shares of Preferred Stock outstanding immediately prior to such repurchase plus the principal balance of the Holder’s election Earn-Out Notes outstanding immediately prior to exercise the Second Pre-Funded Warrants, which Exercise Notice shall specify the number of Second Pre-Funded Warrants to be exercised (for the number of Second PFW Shares as determined by the Calculation Agent pursuant to Condition 4), and (ii) within two (2) Business Days of the sending of the Exercise Notice, make payment to the Registrar for the account of the Company of an amount equal to the product (rounded up to the nearest whole multiple of €0.01) of (i) the Exercise Price (being Euro 0.0175) and (ii) the number of Second Pre-Funded Warrants being exercised (the “Aggregate Exercise Price”) by wire transfer of immediately available funds in Euros as set forth in Condition 2(e) below. If the Exercise Notice or, as the case may be, the Aggregate Exercise Price is received by the Registrar on a day which is not a Business Day or after 5.00 p.m., Paris time on any Business Day, such Exercise Notice or, as the case may be, the Aggregate Exercise Price shall be deemed to have been received by the Registrar on the immediately following Business Day. For the avoidance of doubt the Holder may exercise some or all of its Second Pre-Funded Warrants in one or several times within the Exercise Period, it being specified that each Second Pre-Funded Warrant shall be exercised only once. No ink-original Exercise Notice shall be required, nor shall any type of guarantee or notarization of any Exercise Notice be required. The Aggregate Exercise Price shall be received no later than two (2) Business Days of the sending of the Exercise Noticeprepayment.

Terms of Exercise. In order to exercise the Second Pre-Funded BS Warrants, the Holder through its intermediary shall at any time during the Exercise Period (i) send by email to the Registrar [***], a notice, with a copy to the Calculation Agent, to the attention of the Calculation Agency Team [***], ] and the Company, to the attention of the [***] or such other Company representatives as identified by the Company, in the form of the exercise notice (bulletin de souscription) set forth in Appendix A (each an “Exercise Notice”), of the Holder’s election to exercise the Second Pre-Funded BS Warrants, which Exercise Notice shall specify the number of Second Pre-Funded BS Warrants it holds before exercise, the number of BS Warrants to be exercised (for the number of Second PFW Shares as determined by the Calculation Agent pursuant to Condition 4)exercised, and (ii) within two (2) Business Days of the sending of the Exercise Notice, make payment to the Registrar for the account of the Company of an amount equal to the product (rounded up to the nearest whole multiple of €0.01) of (i) the Exercise Price (being Euro 0.0175) and (ii) the number of Second Pre-Funded BS Warrants being exercised (the “Aggregate Exercise Price”) by wire transfer of immediately available funds in Euros as set forth in Condition 2(e) below. If the Exercise Notice or, as the case may be, the Aggregate Exercise Price is received by the Registrar on a day which is not a Business Day or after 5.00 p.m., Paris time on any Business Day, such Exercise Notice or, as the case may be, the Aggregate Exercise Price shall be deemed to have been received by the Registrar on the immediately following Business Day. For the avoidance of doubt doubt, the Holder may exercise some or all of its Second Pre-Funded BS Warrants in one or several times within the Exercise Period, it being specified that each Second Pre-Funded BS Warrant shall be exercised only once. No ink-original Exercise Notice shall be required, nor shall any type of guarantee or notarization of any Exercise Notice be required. The Aggregate Exercise Price shall be received no later than two (2) Business Days of the sending of the Exercise Notice.

Terms of Exercise. In order to exercise the Second First Pre-Funded Warrants, the Holder through its intermediary shall at any time during the Exercise Period (i) send by email to the Registrar [***], a notice, with a copy to the Calculation Agent, to the attention of the Calculation Agency Team [***], and the Company, to the attention of the [***] or such other Company representatives as identified by the Company, in the form of the exercise notice (bulletin de souscription) set forth in Appendix A (each an “Exercise Notice”), of the Holder’s election to exercise the Second First Pre-Funded Warrants, which Exercise Notice shall specify the number of Second First Pre-Funded Warrants to be exercised (for the number of Second First PFW Shares as determined by the Calculation Agent pursuant to Condition 4), and (ii) within two (2) Business Days of the sending of the Exercise Notice, make payment to the Registrar for the account of the Company of an amount equal to the product (rounded up to the nearest whole multiple of €0.01) of (i) the Exercise Price (being Euro 0.01750.01) and (ii) the number of Second First Pre-Funded Warrants being exercised (the “Aggregate Exercise Price”) by wire transfer of immediately available funds in Euros as set forth in Condition 2(e) below. If the Exercise Notice or, as the case may be, the Aggregate Exercise Price is received by the Registrar on a day which is not a Business Day or after 5.00 p.m., Paris time on any Business Day, such Exercise Notice or, as the case may be, the Aggregate Exercise Price shall be deemed to have been received by the Registrar on the immediately following Business Day. For the avoidance of doubt the Holder may exercise some or all of its Second First Pre-Funded Warrants in one or several times within the Exercise Period, it being specified that each Second First Pre-Funded Warrant shall be exercised only once. No ink-original Exercise Notice shall be required, nor shall any type of guarantee or notarization of any Exercise Notice be required. The Aggregate Exercise Price shall be received no later than two (2) Business Days of the sending of the Exercise Notice.

Terms of Exercise. In order to The Option, which is granted pursuant hereto is not exercisable until the respective commencement exercise the Second Pre-Funded Warrants, the Holder through its intermediary shall at any time during the Exercise Period (i) send by email to the Registrar [***], a notice, with a copy to the Calculation Agent, to the attention of the Calculation Agency Team [***], and the Company, to the attention of the [***] or such other Company representatives as identified by the Company, in the form of the exercise notice (bulletin de souscription) dates set forth in Appendix part (c) of Exhibit A (each an “Exercise Notice”), of the Holder’s election to exercise the Second Pre-Funded Warrants, which Exercise Notice shall specify the number of Second Pre-Funded Warrants to be exercised (attached hereto and for the number of Second PFW Option Shares as determined set forth for the respective commencement exercise dates and the Option may not be exercised after the termination exercise date set forth in part (d) of Exhibit A attached hereto, unless extended by the Calculation Agent pursuant to Condition 4), and (ii) within two (2) Business Days Board of Directors or a committee appointed by the sending Board of the Exercise Notice, make payment to the Registrar for the account Directors of the Company to administer the 2009 Plan (in either case, the “Committee”). The Option shall be exercisable by the Optionee in whole or in part, from time to time, but to no greater extent than will bring the total number of an amount equal to the product Option Shares purchased (rounded including any and all Option Shares theretofore purchased) up to the nearest whole multiple cumulative maximum percentage of €0.01the Option Shares set forth in part (e) of (i) Exhibit A attached hereto opposite the Exercise Price (being Euro 0.0175) and (ii) the number of Second Pre-Funded Warrants being exercised (the “Aggregate Exercise Price”) by wire transfer of immediately available funds period in Euros which such exercise occurs as set forth in Condition 2(esuch part (e). The Company agrees that until the termination exercise date, the Company shall maintain a sufficient number of authorized shares of Common Stock (which may be unissued shares or issued shares that have been reacquired by the Company) belowto provide the number of unexercised Option Shares granted to Optionee hereunder, after giving effect to all adjustments pursuant to Section 12 of the 2009 Plan. If The portions of the Exercise Notice or, Option which have become exercisable after the applicable commencement exercise dates are referred to as the case may be, “Vested Options” and the Aggregate Exercise Price is received by portions of the Registrar on a day Option which is have not a Business Day or after 5.00 p.m., Paris time on any Business Day, such Exercise Notice or, yet become exercisable are referred to as the case may be, the Aggregate Exercise Price shall be deemed to have been received by the Registrar on the immediately following Business Day. For the avoidance of doubt the Holder may exercise some or all of its Second Pre-Funded Warrants in one or several times within the Exercise Period, it being specified that each Second Pre-Funded Warrant shall be exercised only once. No ink-original Exercise Notice shall be required, nor shall any type of guarantee or notarization of any Exercise Notice be required. The Aggregate Exercise Price shall be received no later than two (2) Business Days of the sending of the Exercise Notice“Unvested Options”.

Terms of Exercise. In order to exercise the Second Pre-Funded WarrantsPFWs, the Holder Holder, through its intermediary as the case may be, shall at any time during the Exercise Period (i) send by email to the Registrar Registrar, by facsimile transmission (at [***•]) or by their secured platform SecureHub, at any time prior to 5.00 p.m., Paris time, on any Business Day during the Exercise Period, a notice, with a copy to the Calculation Agent, to the attention of the Calculation Agency Team ([***•], ) and the Company, to the attention of the F▇▇▇▇▇▇▇ ▇▇▇▇ ([***] •]) and J▇▇▇ ▇▇▇▇▇▇▇▇ ([•]) or such other Company representatives as identified by the Companyrepresentatives, in the form of the exercise notice (bulletin de souscription) set forth in Appendix A (each an “Exercise Notice”), of the Holder’s election to exercise the Second Pre-Funded WarrantsPFWs, which Exercise Notice shall specify the number of Second Pre-Funded Warrants PFWs to be exercised (for and the number of Second PFW Shares to be subscribed for (or the number of PFW Shares as determined by the Calculation Agent pursuant to Condition 4), and (ii) within two (2) Business Days of the sending of the Exercise Notice, make payment to the Registrar for the account of the Company of an amount equal to the product (rounded up to the nearest whole multiple of €0.01) of (ia) the Exercise Price (being Euro 0.0175€0.01) and (iib) the number of Second Pre-Funded Warrants PFWs being exercised (the “Aggregate Exercise Price”) by wire transfer of immediately available funds in Euros as set forth in Condition 2(e) below. If the Exercise Notice or, as the case may be, the Aggregate Exercise Price is received by the Registrar on a day which is not a Business Day or after 5.00 p.m., Paris time on any Business Day, such Exercise Notice or, as the case may be, the Aggregate Exercise Price shall be deemed to have been received by the Registrar on the immediately following Business Day. For the avoidance of doubt the Holder may exercise some all or all parts of its Second Pre-Funded Warrants PFWs in one or several times within the Exercise Period, it being specified that each Second Pre-Funded Warrant PFW shall be exercised only once. No ink-original Exercise Notice shall be required, nor shall any type of guarantee or notarization of any Exercise Notice be required. The Aggregate Exercise Price shall be received no later than two (2) Business Days of the sending of the Exercise Notice.

Terms of Exercise. In order to exercise the Second Pre-Funded ABSA Warrants, the Holder through its intermediary shall at any time during the Exercise Period (i) send by email to the Registrar [***], a notice, with a copy to the Calculation Agent, to the attention of the Calculation Agency Team [***], and the Company, to the attention of the [***] or such other Company representatives as identified by the Company, in the form of the exercise notice (bulletin de souscription) set forth in Appendix A (each an “Exercise Notice”), of the Holder’s election to exercise the Second Pre-Funded ABSA Warrants, which Exercise Notice shall specify the number of Second Pre-Funded ABSA Warrants to be exercised (for the number of Second PFW ABSA Warrant Shares as determined by the Calculation Agent pursuant to Condition 4), and (ii) within two (2) Business Days of the sending of the Exercise Notice, make payment to the Registrar for the account of the Company of an amount equal to the product (rounded up to the nearest whole multiple of €0.01) of (i) the Exercise Price (being Euro 0.0175) and (ii) the number of Second Pre-Funded ABSA Warrants being exercised (the “Aggregate Exercise Price”) by wire transfer of immediately available funds in Euros as set forth in Condition 2(e) below. If the Exercise Notice or, as the case may be, the Aggregate Exercise Price is received by the Registrar on a day which is not a Business Day or after 5.00 p.m., Paris time on any Business Day, such Exercise Notice or, as the case may be, the Aggregate Exercise Price shall be deemed to have been received by the Registrar on the immediately following Business Day. For the avoidance of doubt doubt, the Holder may exercise some or all of its Second Pre-Funded ABSA Warrants in one or several times within the Exercise Period, it being specified that each Second Pre-Funded ABSA Warrant shall be exercised only once. No ink-original Exercise Notice shall be required, nor shall any type of guarantee or notarization of any Exercise Notice be required. The Aggregate Exercise Price shall be received paid no later than two (2) Business Days of the sending of the Exercise Notice.