Dated 20 August 2023 Subscription Agreement €35,000,000 Amortizing Senior Notes Convertible into New Shares of Abivax due 2027 (the “Tranche A Notes”) and Up to €40,000,000 Amortizing Senior Notes Convertible into New Shares of Abivax (the “Tranche(s)...

Exhibit 10.5

Certain confidential information contained in this document, marked by [***], has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

Dated 20 August 2023

Subscription Agreement

€35,000,000 Amortizing Senior Notes Convertible into New Shares of Abivax due 2027

(the “Tranche A Notes”)

and

Up to €40,000,000 Amortizing Senior Notes Convertible into New Shares of Abivax

(the “Tranche(s) B Notes” and together with the Tranche A Notes, the “Notes”)

between

ABIVAX

As Issuer

CVI INVESTMENTS, INC

As Noteholder

White & Case LLP

Avocats au Barreau de Paris

Toque Générale: J002

▇▇, ▇▇▇▇▇ Vendôme

Paris, 75001

France

Table of Contents

(i)

This Subscription Agreement (the “Agreement”) is made on 20 August 2023

Between:

each a “Party” and together the “Parties”.

Whereas:

1

It is agreed as follows:

In this Agreement, the following terms shall have the following meanings, and terms used and not defined in this Agreement and which are defined in the Terms and Conditions, shall have the meanings given in the Terms and Conditions:

“affiliate” has the meaning given to it in Rule 501(b) of Regulation D under the Securities Act.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, Paris and New York.

“Default” means an Event of Default or any event or circumstance specified in Condition 9.4 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Terms and Conditions or any combination of any of the foregoing) be an Event of Default.

“EUR”, “euro” or “€” means the lawful currency of the European Union.

“Governmental Authority” means the government of any nation, or of any political subdivision thereof, whether state, regional or local, and any agency, authority, branch, department, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government or any subdivision thereof (including any supra-national bodies).

“IFRS” means International Financial Reporting Standards issued by the International Accounting Standards Board (IASB) and interpretations issued by the International Reporting Interpretations Committee of the IASB (as amended, supplemented or re-issued from time to time).

2

“Noteholder’s Counsel” means White & Case LLP.

“Intellectual Property Rights” means, collectively, trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property.

“Issuer’s Counsel” means Dechert (Paris) LLP.

“Pricing Date” means, in respect of ▇▇▇▇▇▇▇(s) B Notes only, the first date on which the Reference Share Price (as defined in the Terms and Conditions) is able to be determined.

“Pricing Letter” means, in respect of Tranche(s) B Notes only, a pricing letter dated on or about the Pricing Date in or substantially in the form set out in Annex 7 (Form of Pricing Letter).

“Register” means the register of Notes maintained by or on behalf of the Issuer.

“Regulation S” means Regulation S under the Securities Act.

“Tranche A Closing” means the completion of the issue of the Tranche A Notes to the Noteholder.

“Tranche(s) B Closing(s)” means the completion of the issue of the Tranche(s) B Notes to the Noteholder.

“Tranche(s) B Request Notice” means a Tranche(s) B Notes request notice in or substantially in the form set out in Annex 8 (Form of Tranche(s) B Request Notice).

“Securities Act” means the United States Securities Act of 1933, as amended.

3

Subject to and in accordance with the terms and conditions of this Agreement, the Issuer hereby agrees to issue the Tranche A Notes and the Noteholder agrees to subscribe for the Tranche A Notes on 24 August 2023 (the “Tranche A Closing Date”), at an issue price of 100 per cent. of the principal amount of the Tranche A Notes (namely €100,000 per Tranche A Note) (the “Tranche A Notes Issue Price”).

The Tranche A Notes shall be subscribed on the Tranche A Closing Date (i) in part by way of set-off of claims the Noteholder owns against the Issuer as sole holder of the Existing Notes and (ii) for the remaining portion of the principal amount of the Tranche A Notes not subscribed by way of set-off of claims pursuant to provision (i) above, by payment in euro by or on behalf of the Noteholder in immediately available funds to an euro account of the Issuer as notified by the Issuer to the Noteholder in writing at least five (5) Business Days prior to the Tranche A Closing Date.

The Tranche A Notes will be issued in dematerialised registered form (nominatif pur) in the initial principal amount of €100,000 each. The rights of the Noteholder in relation to the Tranche A Notes shall at all times be represented by a registration in an account opened in its name in the Register (as defined below).

The Issuer or its agent shall at all times keep at its registered office, in accordance with French law, a register (the “Register”) showing the principal amount of the Tranche A Notes from time to time, redemptions and changes of ownership in respect thereof and the names and addresses of the holder(s) of the Tranche A Notes.

The Tranche A Notes will not be listed.

4

On Tranche A Closing Date, the Noteholder shall sign a subscription form relating to the Tranche A Notes, and pay or procure the payment of its subscription monies in respect of the Tranche A Notes in immediately available funds to a euro account of the Issuer as notified by the Issuer to the Noteholder in writing at least five (5) Business Days prior to the Tranche A Closing Date.

Upon receipt of the subscription form and of the subscription monies in respect of the Tranche A Notes, the Issuer will credit the Notes in the name of the Noteholder in the Register on the Tranche A Closing Date.

Subject to and in accordance with the terms and conditions of this Agreement, the Issuer hereby agrees to issue the Tranche(s) B Notes and the Noteholder agrees to subscribe and pay for the Tranche(s) B Notes in the principal amount specified in each Tranche(s) B Request Notice on the date of completion of each issue of the Tranche(s) B Notes to the Noteholder falling during the Additional Tranche Period (each, a “Tranche(s) B Notes Closing Date”), at an issue price of 100 per cent. of the principal amount of the Tranches B Notes (namely €100,000 per Tranche(s) B Note) (each, a “Tranche(s) B Issue Price”).

The Tranche(s) B Notes will be issued in dematerialised registered form (nominatif pur) in the initial principal amount of €100,000 each. The rights of the Noteholder in respect of the Tranche(s) B Notes shall at all times be represented by a registration in an account opened in its name in the Register (as defined below).

The Issuer or its agent shall at all times keep at its registered office, in accordance with French law, a Register showing the principal amount of the Tranche(s) B Notes from time to time, redemptions and changes of ownership in respect thereof and the names and addresses of the holder(s) of the Tranche(s) B Notes.

5

Upon the occurrence of a Pricing Date, each of the (i) Reference Share Price, (ii) the Conversion Price, (iii) the Conversion Ratio, (iv) the amount of the Cash-Carve Out and (v) the Initial Price Limit (each as defined in the Terms and Conditions), will be recorded in a Pricing Letter from the Issuer to the Noteholder delivered by the Issuer no later than 18:00 Paris time on the Pricing Date (or such other time and date as the Parties may agree in writing) in or substantially in the form attached as Annex 7 (Form of Pricing Letter), which (in the absence of any errors) shall be countersigned and returned by the Noteholder as soon as reasonably practicable thereafter.

On the day of any Pricing Date in relation to the Tranche(s) B Notes, the form of Terms and Conditions set out in Annex 2 to this Agreement will be updated to include the information included in the relevant Pricing Letter and in the relevant Tranche(s) B Request Notice.

The Tranche(s) B Notes will not be listed.

6

On each Tranche(s) B Closing Date, the Noteholder shall sign a subscription form relating to the relevant Tranche(s) B Notes, and pay or procure the payment of its subscription monies in respect of the relevant Tranche(s) B Notes in immediately available funds to a euro account of the Issuer as notified by the Issuer to the Noteholder in writing at least five (5) Business Days prior to such Tranche(s) B Closing Date.

Upon receipt of the subscription form and of the subscription monies in respect of the relevant Tranche(s) B Notes, the Issuer will credit the Notes in the name of the Noteholder in the Register on the Tranche(s) B Closing Date of any such Tranche(s) B Notes.

The principal amount of Tranche(s) B Notes to be issued and subscribed by the Noteholder upon request from the Issuer in accordance with Clause 4.1 (Tranche(s) B Request Notice) shall be an amount as determined by the Issuer, provided that such amount shall not cause the total Outstanding Principal Amount (as defined in the Terms and Conditions) of Notes (which include the Tranche A Notes and the Tranche(s) B Notes to be issued upon request from the Issuer in accordance with Clause 4.1 (Tranche(s) B Request Notice)) that is outstanding immediately following each Tranche(s) B Closing to exceed the Maximum Notes Outstanding Principal Amount specified for that purpose in the table below in respect of the relevant Average Market Capitalization and ADVT (the “Size Condition”), provided that, the Noteholder may, in its sole discretion, waive the Size Condition in respect of any subscription of the Tranche(s) B Notes.

“Average Market Capitalization” means the arithmetic average of the daily closing market capitalizations of the Issuer (as published by or derived from Bloomberg page ABVX FP Equity HP (or any successor page) (settings “Market Cap” and “Currency: EUR”, or any successor settings) on each of at least seven (7) Qualifying Trading Days comprised in the period of ten (10) consecutive Qualifying Trading Days ending on (and including) the Qualifying Trading Day immediately preceding the date of each Tranche(s) B Request Notice (the), all as determined by the Calculation Agent.

“ADVT” means the arithmetic average of the daily values traded in the Shares (as published by or derived from Bloomberg page HP (or any successor page) (settings “Value Traded” and “Currency: EUR”, or any successor settings) on Euronext Paris and, if the Shares (or depositary receipts in respect thereof) have been listed and admitted to trading on NASDAQ (or the NYSE) pursuant to an IPO prior to the date of each Tranche(s) B Request Notice, NASDAQ (or, as the case may be, the NYSE), on each Qualifying Trading Day comprised in the period of 3 months ending on (and including) the Qualifying Trading Day immediately preceding the date of each Tranche(s) B Request Notice, all as determined by the Calculation Agent.

“Qualifying Trading Day” means a day which is:

7

a day which is both a Trading Day and a day on which the Shares (or depositary receipts in respect thereof) are capable of being so traded on NASDAQ (or, as the case may be, the NYSE) as aforesaid.

All payments in respect of the obligations of the Issuer under this Agreement shall be made free and clear of, and without withholding or deduction for or on account of, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of France or any political subdivision or any authority thereof or therein having power to tax (a “Tax Deduction”), unless such Tax Deduction is required by law. In that event, the Issuer shall pay such additional amounts as will result in the receipt by the Noteholder of such amounts as would have been received by it if no such withholding or deduction had been required provided that no such payment shall be (i) made to the extent that such Tax Deduction is imposed due to the failure of the beneficiary of such payment to provide any form, certificate, document, or other information that would have reduced or eliminated such Tax Deduction pursuant to any provision of domestic law or of an applicable tax treaty; or (ii) to the extent such Tax Deduction relates to FATCA; or (iii) where the payment is made to an account opened or held in a non-cooperative jurisdiction as set out in the list referred to Article 238-0 A of the French tax code (Code Général des Impôts) as such list may be amended from time to time or to any entity situated in such a jurisdiction.

For the purpose of this Clause 6, FATCA means (a) sections 1471 to 1474 of the Code or any associated regulations; (b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or (c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

The Noteholder represents, warrants, acknowledges and agrees to the Issuer and its affiliates as follows:

8

as defined in the 16^th resolution of the Issuer’s combined general shareholders’ meeting held on 5 June 2023.

9

As a condition of the obligation of the Noteholder to subscribe and pay for the Notes, the Issuer represents and warrants to and agrees with the Noteholder that on the date hereof and each of the Tranche A Closing Date and each Tranche(s) B Closing Date, as the case may be:

The Issuer is a société anonyme and it is duly incorporated and validly existing under the laws of France, with full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Information Documents, and is lawfully qualified to do business in those jurisdictions in which business is conducted by it.

The Issuer has full corporate power and capacity to (a) create and issue the Notes and perform its obligations thereunder, (b) issue the new Shares upon conversion of the Notes, (c) execute each of the Agreements and perform its obligations thereunder; where relevant, the shareholders of the Issuer have duly waived all pre-emption rights (“droit préférentiel de souscription”) to the Notes and to the new Shares to be issued upon conversion of the Notes.

Each of the audited consolidated financial statements (including the notes thereto) for the years ended 31 December 2022 and 31 December 2021, and in relation to Tranche(s) B Notes only and, where relevant, for the year ending 31 December 2023, and other financial information included or incorporated by reference in the Information Documents, were prepared in accordance with International Financial Reporting Standards as adopted by the European Union (“IFRS”) and give a true and fair view of the financial position of the Issuer and its Subsidiaries (taken as a whole) (the “Group”) as at the dates of such consolidated financial statements, and the results of operations and changes in the financial position of the Group for the periods in respect of which they have been prepared.

In relation to the Tranche(s) B Notes only, and where relevant, the condensed half-year consolidated financial statements of the Group for the six-month period ended 30 June 2023 included in the Issuer’s 2023 Half-Year Financial Report present fairly the consolidated financial position of the Group as of the dates indicated therein and the consolidated results of operations, shareholders’ equity and cash flows of the Group for the periods specified therein in conformity with IAS 34 “Interim Financial Reporting”, the standard of IFRS applicable to interim financial information, applied on a consistent basis throughout the periods involved, except as otherwise provided therein.

The other financial information relating to the Issuer contained in the Information Documents present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements contained in the Information Documents.

Except as disclosed in the Publicly Available Information, since 31 December 2022, (i) there has been no material adverse change in the condition (financial, legal or operational), prospects, results of operations, business of the Issuer or the Group, (ii) there has been no change nor any development which is materially adverse to the ability of the Issuer to perform its obligations under the Agreement or the Notes and (iii) there has been no significant change in the financial or trading position of the Issuer or the Group.

10

With respect to the Issuer or any of its Subsidiaries (i) neither the Issuer nor any Subsidiary is in a state of insolvency (état de cessation des paiements), (ii) no application for the appointment of an ad hoc representative (mandataire ad hoc) has been made, (iii) no application to enter into a safeguard procedure (procédure de sauvegarde) has been made, (iv) no application to enter into an accelerated safeguard procedure (procédure de sauvegarde accélérée) has been made, (v) no application to enter into a conciliation procedure (procédure de conciliation) has been made, (vi) no application for the transfer of the whole or part of the business (cession totale ou partielle de l’entreprise) has been made, (vii) no notice of judicial reorganisation (redressement judiciaire), winding-up, dissolution (dissolution), judicial liquidation (liquidation judiciaire), or voluntary liquidation (liquidation amiable) has been filed, (viii) no conveyance, assignment or other arrangement for the benefit of, or enters into a composition with, its creditors as a result of financial difficulties has been made and no composition with such creditors has been entered into and (ix) no proceeding under any applicable laws before a court having competent jurisdiction over the Issuer or such Subsidiaries which has an analogous effect to any of the proceedings referred to in this paragraph (e) is pending or, to the best of its knowledge, threatening.

The statements contained in the Information Documents at their respective dates with respect to the Issuer, the Group and the Notes are true and accurate in all material respect. All reasonable care has been made by the Issuer to ensure that the information contained in the Information Documents is, at their respective dates, in accordance with the facts and that, the information contained in the Information Documents, taken as a whole, contains no omission likely to materially affect its impact. The Information Documents, taken as a whole, contain all information with respect to the Issuer, the Group and the Notes, which is material in the context of the subscription of the Notes and which, with regard to the Issuer, the Group, the Notes and the Shares, is reasonably necessary to enable the Noteholder to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer, the Group and of the rights attaching to the Notes and the Shares, and the information contained or incorporated by reference therein is not misleading in any material respect.

The opinions, intentions and prospective information expressed by the Issuer in the Information Documents at their respective dates are honestly held or made, have been reached after considering all relevant material circumstances and are based on reasonable assumptions.

This Agreement has been duly authorised and executed by the Issuer, and constitutes, and the Calculation Agency Agreement has been or will be duly authorised by the Issuer and, following due execution by the Issuer and the other relevant parties on or before the Tranche A Closing Date and each Tranche(s) B Closing Date will constitute, valid and legally binding obligations of the Issuer enforceable against the Issuer in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws affecting creditors’ rights generally.

The Notes have been duly authorised by the Issuer and when duly issued and delivered in accordance with this Agreement and the Terms and Conditions of the Notes, will constitute valid and legally binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws affecting creditors’ rights generally.

The acknowledged share capital of the Issuer as at the date of this Agreement is €425,475.68 composed of 42,547,568 ordinary shares having each a nominal value of €0.01. The new Shares to be issued upon conversion of the Notes have been validly authorised and, when issued upon conversion of the Notes in accordance with their Terms and Conditions, will be validly issued, fully paid up and applications will be made to list such new Shares and admit them to trading on Euronext Paris and, where applicable,

11

any other regulated or similar market on which the Issuer’s Shares are listed and traded. The new Shares to be issued upon conversion of the Notes will be of the same class of the then outstanding Shares. Except as disclosed in the Publicly Available Information, there are no outstanding securities issued by the Issuer convertible into or exchangeable for, or warrants, rights or options to purchase from the Issuer, or obligations, or commitments of the Issuer to create the same or to issue, sell or otherwise dispose of, any Shares.

The new Shares to be issued upon conversion of the Notes are or will be free from any charge, lien, encumbrances or claim and from any third-party rights as of the date of delivery or issuance, as the case may be. Except as disclosed in the Publicly Available Information, there are no restrictions upon the voting or transfer of any of the Shares whether pursuant to any law or any agreement or otherwise; and subject to general provisions of law relating to the distribution of profits and the by-laws (statuts) of the Issuer and the Senior, Secured Debt Facility, there are no restrictions on the payment of dividends on the Shares.

All necessary actions, authorisations, consents, or other conditions required to be taken/obtained, given and fulfilled (including any necessary approvals, filings, registrations and consents required prior to the issue and subscription of the Notes with any governmental, regulatory or judicial body or authority, and the passing of the necessary corporate resolutions) have been given, fulfilled and done and remain in full force and effect in connection with:

The execution and performance of the Agreements, the issue of the Notes, the issue of new Shares upon conversion of the Notes and compliance with their respective terms do not and will not (i) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the Issuer’s statuts or any other document constituting the Issuer or any indenture, trust deed, mortgage or other material agreement or instrument to which the Issuer or any of its Subsidiaries is a party or by which any of them or any of their respective properties is bound, or (ii) infringe any existing applicable law, rule, regulation, judgment, order or decree of any government, governmental body or court, domestic or foreign, having jurisdiction over the Issuer, any such Subsidiary or any of their properties.

Neither the Issuer nor any of its Subsidiaries is, and with the giving of notice or lapse of time or both would not be, in violation of or in default under (i) the statuts or any other constitutional provision, statute, law, regulation, decree, court order or similar authority binding upon it or (ii) any agreement or instrument to which it is a party or by which it or any of its properties is bound, which, in the case of (ii) only, could be reasonably expected to have a Material Adverse Effect.

There are no actions, suits or proceedings against or affecting the Issuer or any of its Subsidiaries which, if determined adversely to the Issuer or any such Subsidiary, could individually or in the aggregate have a material adverse effect on the condition (financial, legal or operational), prospects, results of operations, business of the Issuer or the Group taken as whole (a “Material Adverse Effect”), and, to the best of the Issuer’s knowledge, no such actions, suits or proceedings are threatened or contemplated.

12

Each of Issuer and its Subsidiaries is in compliance with all of its material obligations under any outstanding guarantees or contingent payment obligations.

Neither the Issuer nor any of its Subsidiaries has any material relationships with non-consolidated entities that are contractually limited to activities that facilitate the transfer of or access to assets by the Issuer or any such Subsidiary, such as structured finance entities and special purpose entities that could have a Material Adverse Effect on the liquidity of the Issuer or any such Subsidiary or the availability thereof or the requirements of the Issuer or any such Subsidiary for capital resources.

The Issuer and the members of the Group together own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other Intellectual Property Rights necessary to conduct the business now operated by them, or presently employed by them, and have not received, to the best knowledge of the Issuer, any notice of infringement of or conflict with asserted rights of others with respect to any Intellectual Property Rights which could be reasonably expected to have a Material Adverse Effect.

There are no stamp, registration, transfer taxes or duties that are imposed or levied by or on behalf of France or any political subdivision thereof or authority or agency therein in connection with the issue, subscription or delivery of the Notes or the execution of the Agreements or the performance by the Issuer of its obligations under the Notes and the Agreements (other than the droit fixe of 125 euros in case of voluntary registration of the Agreements, the non-payment of which shall not affect the validity of the Agreements or the Notes or any other rights legally required which has been paid by the Issuer in a timely manner).

13

Except as disclosed in the Publicly Available Information, the Issuer and each other member of the Group maintains a system of internal accounting controls which, in the reasonable opinion of the Issuer, is sufficient to provide reasonable assurance that:

No event has occurred or circumstance arisen which, had the Notes already been issued, would constitute, immediately or with the lapse of time or notice or both, an “Event of Default” as described under Condition 9.4 of the Terms and Conditions.

The principal of the Notes and the interest thereon will, when issued and subscribed for pursuant to the terms of this Agreement, constitute direct, general, unconditional, unsubordinated and (subject to the provisions of Condition 6.2 (Negative Pledge) of the Terms and Conditions) unsecured obligations of the Issuer and rank equally amongst themselves and (subject to such exceptions as are from time to time mandatory under French law) pari passu with all other unsecured and unsubordinated debt (dettes chirographaires) of the Issuer, present or future.

There are no limitations under the laws of France or the statuts of the Issuer on the rights of holders of the Notes to hold or transfer the Notes, or on the rights of holders of Shares to hold, vote or transfer the Shares, save that any transfer of any such securities qualifying as a secondary offering may be subject to the selling restrictions of France if such secondary offering takes place in or from France.

Neither the Issuer nor its affiliates (as defined in Rule 501(b) of Regulation D), nor any person acting on its or their behalf has taken, directly or indirectly, any action designed to cause or to result in, or that has constituted or which might reasonably be expected to cause or result in, the stabilisation in violation of applicable laws or manipulation of the price of any security to facilitate the sale or resale of the Shares.

The Issuer is a “foreign issuer” (as such term is defined in Regulation S) which reasonably believes that there is no “substantial U.S. market interest” (as such term is defined in Regulation S) in its respective debt or equity securities.

None of the Issuer, nor any of its affiliates, nor any persons acting on any of their behalf, has engaged or will engage in any directed selling efforts (as defined in Rule 902(c) under the Securities Act) with respect to the Notes.

14

Neither the Issuer nor, to the best knowledge of the Issuer, any person acting on its behalf has taken, directly or indirectly, any action which may constitute a violation of the market abuse laws and regulations in order to facilitate the subscription of the Notes, the new Shares to be issued upon conversion of the Notes (including the provisions of Regulation 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse).

Neither the Issuer, nor any other member of the Group nor, to the best of the Issuer’s knowledge, any director, officer, employee or affiliate of the Issuer or any other member of the Group is currently the subject or the target of any Sanctions or conducting business with any person, entity or country which is the subject or target of any Sanctions in a manner which is prohibited by such Sanctions.

“Sanctions” means any sanctions administered by the Office of Foreign Assets Control of the U.S. Department of Treasury, the U.S. State Department, any other agency of the U.S. government, the United Nations, the European Union, France or the United Kingdom.

Neither the Issuer, any member of the Group nor, to the best of the Issuer’s knowledge, as the case may be, any director, officer, employee or affiliate of the Issuer or any other member of the Group:

The operations of the Issuer have been conducted in material compliance with all applicable systems, controls, policies, procedures and legal processes for the purpose of preventing it and its directors and officers, employees and any other persons acting on its or their behalf from engaging in any action in breach of Anti-Bribery and Anti-Corruption Laws.

The operations of the Issuer and each other member of the Group are and have been conducted at all times in compliance with applicable financial record keeping and reporting requirements and money laundering statutes in France and of all jurisdictions in which the Issuer and each other member of the Group conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency and which is binding on the Issuer or a member of the Group (collectively, “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 Issuer or any other member of the Group with respect to Money Laundering Laws is pending and, to the best of the Issuer’s knowledge, no such actions, suits or proceedings are threatened or contemplated.

15

The Issuer undertakes with the Noteholder as follows:

16

17

With effect from the Tranche A Closing Date:

18

If the Issuer requests an amendment, waiver or consent and such requests for amendments, waivers or consents, in the reasonable opinion of the Noteholder, require legal fees to be incurred, the Issuer shall, within five (5) Business Days of demand, reimburse the Noteholder for the amount of such reasonable legal costs and expenses properly incurred by it in responding to, evaluating, negotiating or complying with that request or requirement provided that such legal costs and expenses shall be agreed with the Issuer in advance.

The Issuer shall, within five (5) Business Days of demand, pay to the Noteholder the amount of all reasonable costs and expenses (including legal fees) incurred by the Noteholder in connection with the enforcement of, or the preservation of any rights under, the Notes and this Agreement.

Each party to this Agreement agrees to keep this Agreement, the Calculation Agency Agreement and the Terms and Conditions and their contents (the “Confidential Information”) strictly confidential and not to disclose any Confidential Information to anyone, save to the extent permitted by Clause 12.2.

In relation to any Restricted Information or any other material, non-public information that is disclosed by the Issuer (or on its behalf) to the Noteholder on or prior to the Tranche A Closing Date or each Tranche(s) B Closing Date, if any, the Issuer shall (in consultation with the Noteholder) do whatever is necessary to ensure that such Restricted Information or any other material, non-public information is publicly disclosed to the market in accordance with applicable laws, regulations or rules or as otherwise may be effective so as to ensure that, by no later than the Tranche A Closing Date or each Tranche(s) B Closing Date, as the case may be, the Noteholder is no longer provided with any Restricted Information or any other material, non-public information that would have been disclosed to it by or on behalf of the Issuer and is

19

no longer restricted from trading in any securities or instruments of the Issuer or any member of the Group or any other company or person for the sole reason of the receipt of that Restricted Information or material, non-public information. For the purposes of this Clause, “Restricted Information” means any information that is insider information within the meaning of applicable insider dealing or market abuse law (including Regulation 596/2014/EU).

The Issuer shall, on or before 9:30 a.m., Paris time, on the Tranche A Closing Date, issue a press release (the “Initial Press Release”) reasonably acceptable to the Noteholder disclosing all the material terms of the transactions contemplated therein. In addition, to the extent the Issuer is a public company in the United States, on or before 9:30 a.m., New York time, on the Tranche A Closing Date, the Issuer shall furnish or file (as applicable), a Report of Foreign Private Issuers on Form 6-K (a “Form 6-K”) or a Current Report on Form 8-K (as applicable) describing all the material terms of the transactions contemplated herein in the form required by the 1934 Act and attaching all the material information (to the extent required by applicable U.S. securities law), the “Initial Filing”). From and after the filing of the Initial Filing (or if no such filing is required, by the time of issuance of the Initial Press Release), the Issuer shall have disclosed all Restricted Information or material, non-public information (if any) provided to the Noteholder by the Issuer or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated herein. In addition, effective upon the filing of the Initial Filing (or the publication of the Initial Press Release, as applicable), the Issuer acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Issuer, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Noteholder or any of its affiliates, on the other hand, shall terminate.

The Issuer shall, on or before 9:30 a.m., Paris time, on each Tranche(s) B Closing Date, either issue a press release (each, an “Additional Press Release”) or furnish or file (as applicable) a Form 6-K or a Current Report on Form 8-K (each, an “Additional Filing”), in each case reasonably acceptable to the Noteholder, disclosing all the material terms of the transactions contemplated therein. From and after the publication of the Additional Press Release or the filing of the Additional Filing, the Issuer shall have disclosed all Restricted Information and material, non-public information (if any) provided to the Noteholder by the Issuer or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by this Agreement. In addition, effective upon the filing of the Additional Filing, the Issuer acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Issuer, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Noteholder or any of its affiliates, on the other hand, shall terminate.

The Issuer shall not, and the Issuer shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Noteholder with any material, non-public information regarding the Issuer or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Noteholder. In the event of a breach of any provision of this Clause 12.4 by the Issuer, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of the Noteholder), the Noteholder shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, non-public information, as applicable, without the prior approval by the Issuer, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents.

20

The Noteholder shall have no liability to the Issuer, any of its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates, stockholders or agents, for any such disclosure. To the extent that the Issuer delivers any material, non-public information to the Noteholder without such Noteholder’s consent, the Issuer hereby covenants and agrees that the Noteholder shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Issuer, its Subsidiaries nor the Noteholder shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Issuer shall be entitled, without the prior approval of the Noteholder, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filings and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Noteholder shall be consulted by the Issuer in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Noteholder, the Issuer shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of the Noteholder in any filing, announcement, release or otherwise except as may be required under applicable laws and regulations (including stock exchange regulations), subject to providing the Noteholder with the relevant filing, announcement, release or otherwise for its prior review (such review to be made in a timely manner). Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Issuer expressly acknowledges and agrees that the Noteholder shall not have (unless expressly agreed to by the Noteholder after the date hereof in a written definitive and binding agreement executed by the Issuer and the Noteholder), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Issuer or any of its Subsidiaries.

The Issuer will ensure that all announcements and documents published or statements made by it or on its behalf, which refer to the Noteholder (including Heights Capital Management, Inc., Heights Capital Ireland, LLC and/or any of their respective affiliates) by name will only be made or published with the prior written consent of the Noteholder and will be true and accurate in all material respects and, when taken together with all available public information, not misleading in any material respect and, where appropriate, will contain all information necessary for legal or regulatory purposes and all opinions included will be honestly held and given after due and careful consideration. Nothing in this Clause 12.5 shall restrict the Issuer from at any time making any disclosure or announcement which is required by any applicable law, regulation, stock exchange rule, judicial or regulatory order, or any tax authority or other Governmental Authority, provided that where such disclosure or announcement is required and, to the extent permitted by the relevant law, regulation, stock exchange rule, judicial or regulatory order, tax authority or other Governmental Authority, the Issuer shall promptly notify the Noteholder and provide to the Noteholder the relevant announcement, document or statement for its prior review (such review to be made in a timely manner).

No party to this Agreement may assign or transfer its rights, benefits and obligations under this Agreement or any Note (including the Terms and Conditions) other than pursuant to applicable laws in the context of merger, contribution of assets and similar transactions.

21

The address and electronic mail address (and the department 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:

c/o Heights Capital Management, Inc.

▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Suite 3250

San Francisco

CA 94111

Each party to this Agreement shall promptly notify the other party in writing of any change in their respective communication details.

22

Prior to the Tranche A Closing Date or each Tranche(s) B Closing Date, the parties to this Agreement may agree to any modification, alteration or addition to this Agreement (including the Terms and Conditions).

From the completion of issue of the Notes on the Tranche A Closing Date and each Tranche(s) B Closing Date, as the case may be, the provisions of this Agreement (excluding the Terms and Conditions) may not be modified, altered, abrogated or added to other than by mutual agreement of the parties hereto and the provisions of the Terms and Conditions may not be modified, altered, abrogated or added to other than as provided in, and in accordance with, Condition 11 (Representation of Noteholders), with the approval of the Noteholders’ general meeting or the sole Noteholder, as the case may be.

This Agreement shall be governed by and construed in accordance with the laws of France. In relation to any legal action or proceedings arising out of or in connection with this Agreement, each party of this Agreement irrevocably submits to the jurisdiction of any competent court in Paris.

23

Executed in two (2) original copies on 20 August 2023

The Issuer

ABIVAX

(Signature page to the Subscription Agreement)

24

The Noteholder

CVI INVESTMENTS, INC.

represented by HEIGHTS CAPITAL MANAGEMENT, INC., its authorized agent

(Signature page to the Subscription Agreement)

25

Annex 1 Terms and Conditions of the Tranche A Notes

The terms and conditions of the Tranche A Notes will be as follows:

The following text contains the terms and conditions of the Notes (the “Terms and Conditions”).

The combined general meeting (ordinary and extraordinary) of Abivax of 5 June 2023, under resolution 16, delegated to the Board of Directors of the Issuer the authority to issue the Notes. The Board of Directors, during its meeting of 16 August 2023, decided to authorise the issue of the Notes and, in accordance with the provisions of article L.22-10-49 of the French Commercial Code (Code de commerce), to subdelegate its powers to the Issuer’s Chief Executive Officer (directeur général) to determine the final terms and conditions of the Notes and issue the Notes. The Issuer’s Chief Executive Officer (directeur général), in accordance with such subdelegation, determined the final terms and conditions of the Notes and decided the issuance of the Notes on 20 August 2023.

For the purposes of these Terms and Conditions:

“Abivax” and the “Issuer” means the company Abivax S.A.;

“Business Day” means a day (other than a Saturday or a Sunday) on which banks are open for business in Paris and on which the trans-European automated real-time gross settlement express transfer system (“T2”), or any succeeding system operates;

“Calculation Agent” means Conv-Ex Advisors Limited, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇;

“Closing Price” means, in respect of a Share, on any Trading Day, the closing price of the Shares on the Relevant Exchange as published by or derived from (i) Bloomberg page HP (or any successor page) (setting “Last Price”, or any successor setting) in respect of the Relevant Exchange in respect thereof (such page being as at the Issue Date, ABVX FP Equity HP), as determined by the Calculation Agent, or, (ii) if the Closing Price cannot be determined as aforesaid, such Relevant Exchange in respect thereof;

“Code” means the US Internal Revenue Code of 1986”

“Condition” means a condition of these Terms and Conditions;

The “Conversion Price” in effect at any time means (a) initially €23.7674 (being the lower (rounded to the nearest whole multiple of €0.0001 (with €0.00005 being rounded upwards)) (as determined by the Calculation Agent) of: (i) the Reference Share Price (as defined below) and (ii) the product of (x) 140% and (y) the Volume-Weighted Average Price of the Shares over the period comprising the last fifteen (15) Trading Days preceding the Pricing Date), and (b) at any time upon any adjustment to the Conversion Ratio in accordance with these Terms and Conditions, the result (rounded to the nearest whole multiple of €0.0001 (with €0.00005 being rounded upwards)) of €100,000 divided by the Conversion Ratio in effect at such time;

“Conversion Ratio” has the meaning ascribed to it in Condition 15.1;

“Delivery Date” means, in respect of any Shares to be delivered upon the exercise of the Conversion Right (other than Additional Shares) or pursuant to Condition 9.1 (Mandatory redemption by amortisation), as the case may be, the date on which such delivery is actually made in accordance with these Terms and Conditions;

26

“Early Redemption Amount” means, in respect of any Note, an amount equal to the greater of:

where for the purposes of this definition, “Early Redemption Amount Date” means in the case of an amount becoming due pursuant to Condition 9.4, the date of the giving of notice by the Noteholders holding no less than 50% of the Outstanding Principal Amount of the Notes in accordance with the first paragraph of Condition 9.4.

“Ex-Date” means, in respect of any dividend, distribution or other transaction of the type referred to in Condition 15.7.1(C) or Conditions 15.7.2(A) to (J) in respect of the Shares, the first (1^st) Trading Day on which the Shares are traded ex- such dividend, distribution or other transaction;

“Group” means the Issuer and its Subsidiaries taken as a whole.

“IFRS” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements;

“Independent Expert” means an independent financial institution of international repute or independent financial adviser with appropriate expertise (which may be the initial Calculation Agent acting in such Independent Expert capacity), chosen by the Issuer at its sole discretion;

“Initial Price Limit” means €14.4303, being the product (rounded up to the nearest whole multiple of €0.0001) (as determined by the Calculation Agent) of (i) the Volume-Weighted Average Price of the Shares over the period comprising the last fifteen (15) Trading Days preceding the Pricing Date and (ii) 85% pursuant to the 16^th resolution of the Issuer’s shareholders’ meeting held on 5 June 2023;

“Pricing Date” means 20 August 2023;

“Notes” means the EUR 35,000,000 Tranche A amortizing senior unsecured notes convertible into new Shares of Abivax due 24 August 2027;

“Noteholders” means the holders of the Notes;

“Share Settlement Price” means, on any Amortisation Payment Date (including any Pre-IPO Deferred Payment Acceleration Option Amortisation Date) or SSO Investor Price Limit Option Exercise Date:

27

“Majority Noteholders” means, at any time, holders of more than 67% of the principal amount of the Notes outstanding at such time;

“Market Price” shall mean, on any Relevant Date and as determined by the Calculation Agent, the lower of (i) the arithmetic average (rounded if necessary to the nearest whole multiple of €0.0001 (with €0.00005 being rounded upwards)) of the lowest two (2) daily Volume-Weighted Average Prices for the Shares in the period of five (5) consecutive Trading Days immediately preceding such Relevant Date and (ii) the Volume-Weighted Average Price for the Shares on the Relevant Date (or, if such Relevant Date is not a Trading Day, the immediately preceding Trading Day),

provided that:

“Material Subsidiary” means any Subsidiary from time to time, whose gross revenues or total assets represents not less than 5% of the consolidated gross revenues of the Group or the total consolidated assets of the Group, as calculated based on the then latest consolidated audited financial statements of the Group;

“Maturity Date” means, at any time, initially the Original Maturity Date, or upon any advancement or deferral as provided in Condition 9.1.3, the date which is (as at such time) scheduled to be the final Amortisation Payment Date;

“Opening Price” means, in respect of a Share or other security, on any Trading Day, the opening price of the Shares on the Relevant Exchange in respect thereof as published by or derived from (i) Bloomberg page HP (or any successor page) (setting “Open Price”, or any successor setting) in respect of the Relevant Exchange in respect thereof (such page being as at the Issue Date, in the case of the Shares, ABVX FP Equity HP), as determined by the Calculation Agent, or, (ii) if the Opening Price cannot be determined as aforesaid, such Relevant Exchange in respect thereof;

“Prevailing Rate” means, in respect of any pair of currencies on any day, the spot mid-rate of exchange between the relevant currencies prevailing as at 12 noon (Paris time) on that date (for the purpose of this definition, the “Original Date”) as appearing on or derived from Bloomberg page BFIX (or any successor page) in respect of such pair of currencies, or, if such a rate cannot be so determined, the rate prevailing as at 12 noon (Paris time) on the immediately preceding day on which such rate can be so

28

determined, provided that if such immediately preceding day falls earlier than the fifth day prior to the Original Date or if such rate cannot be so determined, the Prevailing Rate in respect of the Original Date shall be the rate determined in such other manner as an Independent Expert shall consider appropriate.

The “Price Limit” in effect at any time means initially the Initial Price Limit, subject to adjustment from time to time concurrently with any adjustment to the Conversion Ratio pursuant to Condition 15.7.2(B) in the event of a Share split or reverse Share split only, the Price Limit so adjusted being equal to the product (rounded up to the nearest whole multiple of €0.0001) of (i) the Price Limit in effect immediately prior to such adjustment and (ii) a fraction, the numerator of which is the Conversion Ratio in effect immediately prior to such adjustment and the denominator of which is the Conversion Ratio so adjusted, provided that the Price Limit may be modified at any time by any future shareholders’ meeting of the Issuer during the lifetime of the Notes;

“Reference Share Price” means €26.969;

“Regulated Market” means any regulated market pursuant to the terms of Directive 2014/65/EU dated 15 May 2014, as amended, on markets in financial instruments;

“Relevant Date” means each of the Issue Date, any Early Redemption Amount Date and any Amortisation Payment Date;

“Relevant Exchange” means (A) in respect of the Shares, (i) the Regulated Market of Euronext Paris or (ii) (if the Shares are no longer listed on the Regulated Market of Euronext Paris at the relevant time) the Regulated Market or similar market on which the Share has its main listing, and (B) in respect of any other security, the Regulated Market or any other market on which such security has its main listing;

“Shareholders” means the holders of the Shares;

“Shares” means the ordinary shares of the Issuer with a nominal value of (as at the Issue Date) €0.01 each;

“Subscription Agreement” means the subscription agreement entered into between the Issuer and the initial Noteholder on 20 August 2023;

“Trading Day” means 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 trading ceases prior to the usual closing time (whether such closing is scheduled (as it is often the case regarding trading on Euronext Paris on 24 December and 31 December) or unscheduled);

“Volume-Weighted Average Price” means, in respect of a Share or other security, on any Trading Day, the volume-weighted average price of such Share or other security as published by or derived from (i) Bloomberg page HP (or any successor page) (setting “Weighted Average Line”, or any successor setting) in respect of the Relevant Exchange in respect thereof (such page being as at the Issue Date, in the case of the Share, ABVX FP Equity HP), provided that in the case of a Volume-Weighted Average Price to be observed over a period of several Trading Days, such Volume-Weighted Average Price shall be equal to the volume-weighted average of the relevant daily Volume-Weighted Average Prices (the daily volumes to be used for the purpose of determining such weighted average being the volumes as published on Bloomberg page HP (or any successor page), setting “VWAP Volume” (or any successor setting)), as determined by the Calculation Agent, or, (ii) if the Volume-Weighted Average Price cannot be determined as aforesaid, such Relevant Exchange in respect thereof, provided that in the case of a

29

Volume-Weighted Average Price to be observed over a period of several Trading Days, such Volume-Weighted Average Price shall be equal to the volume-weighted average of the relevant daily Volume-Weighted Average Prices (the daily volumes to be used for the purpose of determining such weighted average being the total daily volumes as published by such Relevant Exchange), as determined by the Calculation Agent.

For the avoidance of doubt, in these Terms and Conditions, references to “day” or “days” are to calendar days unless the context otherwise specifies.

30

The Notes which will be issued by the Issuer constitute securities that confer certain rights to receive Shares within the meaning of Articles L.228-91 et seq. of the French Commercial Code (Code de commerce).

The aggregate initial principal amount of the issuance will be €35,000,000 represented by 350 Notes, each with an initial principal amount of €100,000, as may be reduced from time to time in accordance with Condition 9.1 (Mandatory redemption by amortisation) (the “Outstanding Principal Amount” at any time). The issue price per Note will be equal to €100,000 per Note, representing 100% of the initial principal amount.

The Notes are governed by French law.

Any claim in connection with the Notes shall be brought before the competent courts in Paris.

The Notes may be held in registered dematerialised form administered by the Issuer (nominatif pur).

In accordance with Article L.211-3 of the French Monetary and Financial Code (Code monétaire et financier), the Notes shall be registered in a securities account held by the Issuer or an authorized intermediary on its behalf.

Consequently, the rights of the Noteholders will be represented via book-entries (inscription en compte) in a securities account opened in their name in the registry held by the Issuer or its agent (the “Register”).

No document evidencing the ownership of the Notes (including representative certificates under Article R.211-7 of the French Monetary and Financial Code (Code monétaire et financier)) will be issued relating to the Notes.

In accordance with Articles L.211-15 and L.211-17 of the French Monetary and Financial Code (Code monétaire et financier), the Notes are transferred from one account to another, and the transfer of ownership of the Notes will occur, upon their book-entry in the purchaser’s name in the Register.

It is expected that the Notes will be registered in the Register from 24 August 2023, date of the settlement-delivery of the Notes and Issue Date (as defined in Condition 12 (Issue Date)).

The Notes will be denominated in euros.

31

The principal of the Notes and the interest thereon constitute direct, general, unconditional, unsubordinated and (subject to the provisions of Condition 6.2 (Negative Pledge) below) unsecured obligations of the Issuer and rank equally amongst themselves and (subject to such exceptions as are from time to time mandatory under French law) pari passu with all other unsecured and unsubordinated debt (dettes chirographaires) of the Issuer, present or future.

So long as any of the Notes remains outstanding (as defined below), the Issuer will not, and will ensure that none of its Subsidiaries (as defined below) will, create or permit to subsist any mortgage, lien, charge, pledge or other form of security interest (sûreté réelle) other than a Permitted Security Interest upon any of their respective assets or revenues, present or future, to secure any future Financial Indebtedness (as defined below) incurred by the Issuer or any of its Subsidiaries or any guarantee or indemnity granted by the Issuer or any of its Subsidiaries in respect of any Financial Indebtedness unless, at the same time or prior thereto, the Issuer’s obligations under the Notes are (a) equally and rateably secured therewith or (b) have the benefit of such other security, guarantee, indemnity or other arrangement in substantially comparable terms thereto.

For the purposes of these Terms and Conditions:

“outstanding” means in relation to the Notes, all the Notes issued other than (a) those that have been redeemed or converted in accordance with these Terms and Conditions, (b) those in respect of which the date for redemption has occurred and the redemption monies (including all interest accrued on such Notes to the date for such redemption and any interest payable after such date) have been duly paid to the relevant Noteholder (or its agent on its behalf), (c) those which have become void or in respect of which claims have become prescribed and (d) those which have been purchased and cancelled as provided in these Terms and Conditions;

“Person” includes any individual, company, corporation, firm, partnership, joint venture, undertaking, association, organisation, trust, state or agency of a state (in each case whether or not having separate legal personality);

“Financial Indebtedness” means any indebtedness of any person for or in respect of:

32

“Permitted Security Interest” means the security granted in connection with the existing notes issued by ▇▇▇▇▇▇ to Kreos Capital in 2018, 2019 and 2020, the security to be granted by Abivax substantially concurrent with the issuance of the Notes under the Issuer’s new senior, secured debt facility to be entered into on 20 August 2023 (the “Senior, Secured Debt Facility”), any new additional security granted by Abivax under the Senior, Secured Debt Facility and any new additional security granted in the context of the expansion of the Senior, Secured Debt Facility (including of additional convertible bonds or warrants to Kreos, Claret or another lender); and

“Subsidiary” means, in relation to any Person or entity at any time, any other Person or entity (whether or not now existing) as defined in Article L.233-1 of the French Commercial Code (Code de commerce) or any other Person or entity controlled directly or indirectly by such Person or entity within the meaning of Article L.233-3 of the French Commercial Code (Code de commerce).

The Issuer will not incur, directly or indirectly, any Financial Indebtedness.

This Condition will not prohibit the incurrence of any of the following items of Financial Indebtedness (each, “Permitted Financial Indebtedness”):

33

provided that, in no event shall any indebtedness incurred or existing during the term of the Notes (except for the Senior, Secured Debt Facility) limit or prohibit any Condition or any of the transaction documents entered into in respect of the issue of the Notes thereof, including, without limitation (x) any prohibition on any payment of cash by the Issuer in respect of any obligation under the Notes, and (y) any limitation on conversion or the payment of any amounts by the Issuer in Shares, in accordance with the Terms and Conditions.

For the purposes of this Condition:

“Capital Stock” means:

34

“Hedging Obligations” means the obligations of the Issuer under:

For so long as any Notes are outstanding, the Issuer shall deliver to the Initial Noteholder, or in the event the Notes are held by several Noteholders, the representative of the masse of Noteholders (i) within fifteen (15) Business Days following publication of its financial statements for its full financial year and first half of its financial year, and (ii) within five (5) Business Days following the receipt of a request in writing by the Initial Noteholder or the representative of the masse of Noteholders, as the case may be (at any time, acting reasonably, but on no more than four occasions each calendar year), a certificate signed by two members of the senior management of the Issuer (being at least one responsible accounting or financial officer and one director) certifying that no Event of Default has occurred and is continuing since the date of the last such certificate (or, in the case of the first such certificate, the Issue Date) or if such an event has occurred, giving all relevant details of such event.

For so long as any Notes are outstanding, the Issuer shall, within ten (10) Business Days of any incurrence of Financial Indebtedness the outstanding principal amount of which exceeds €1,000,000 euros by the Issuer notify in writing the Initial Noteholder or the representative of the masse of Noteholders, as the case may be, of such incurrence of Financial Indebtedness (and such notification shall specify the material details of such Financial Indebtedness and whether such indebtedness constitutes Permitted Financial Indebtedness) and deliver a certificate signed by two members of the senior management of the Issuer (being at least one responsible accounting or financial officer) to that effect, provided that, the Issuer shall, to the extent permitted by applicable laws, notify the Initial Noteholder or the representative of the masse of Noteholders, as the case may be, whether it intends to knowingly disclose or otherwise provide any information that is or may be material non-public and price-sensitive or is insider information within the meaning of applicable insider dealing or market abuse law (including Regulation 596/2014/EU) pursuant to this Condition 6.40 and Initial Noteholder or the representative of the masse of Noteholders, as the case may be, may consent or decline to receive such information.

35

For so long as any Notes are outstanding, the Issuer shall publish as soon as the same become available, but in any event (i) within 180 days after the end of each of its financial years, commencing with the financial year ended 31 December 2023, the Issuer’s audited consolidated financial statements for such financial year, with accompanying notes and prepared in accordance with IFRS accounting principles generally accepted in France consistently applied, and (ii) within 90 days after the end of the first half of each of its financial years commencing with the six months ended 30 June 2023, the Issuer’s unaudited consolidated financial statements for such period, with accompanying notes.

The Notes will be redeemed on the Maturity Date or, as the case may be, on the relevant early redemption date in accordance with the provisions of Condition 9 (Redemption of the Notes) at their then Outstanding Principal Amount on the Maturity Date or, as the case may be, on the relevant early redemption date.

Furthermore, in the event of exercise of the Conversion Right, as defined in Condition 15.1 (Nature of the Conversion Right), the Noteholders will have the right to receive new Shares. The terms and conditions of the Conversion Right are set out in Condition 15.3 (Terms of allocation pursuant to the Conversion Right).

The exercise of the Conversion Right results in the cancellation of the Notes for which it was exercised.

The Notes will bear interest from the Issue Date (inclusive), at an annual nominal rate of 6%, payable quarterly in arrear on 24 February, 24 May, 24 August and 24 November in each year (each such date, an “Interest Payment Date”) and for the first time on 24 November 2023 up to (and including) the Maturity Date. The period from (and including) the Issue Date to but (excluding) the first Interest Payment Date, and each period from (and including) an Interest Payment Date to (but excluding) the following Interest Payment Date, is referred to as an “Interest Period”.

The interest amount per each €50 in outstanding principal amount of the Notes in respect of any Interest Period will be equal to €0.75, being the product of (i) €50 and (ii) the aforementioned annual nominal rate divided by 4 (being the number of Interest Periods normally ending in any year).

36

Interest due per each then prevailing Outstanding Principal Amount of the Notes in respect of any period which is shorter than an Interest Period will be determined (and rounded down to the nearest whole multiple of €0.01) by the Calculation Agent on the basis of the Actual/Actual (ICMA) day count convention by applying to such Outstanding Principal Amount the product of (a) the above-mentioned annual nominal rate multiplied by (b) the ratio between (x) the actual number of days in the relevant interest period comprised in the relevant Interest Period, and (y) the product of the actual number of days comprised in the relevant Interest Period and 4 (being the number of Interest Periods normally ending in any year).

In respect of any interest payment due on an Interest Payment Date, such interest payment shall be paid by the Issuer in cash unless, subject to Condition 9.2.4, the Issuer elects (in its sole discretion) to exercise the Share Settlement Option in respect of the interest on all but not some only of the Notes by giving notice thereof (an “Interest Share Settlement Option Notice”) (which notice shall be irrevocable) to Noteholders in accordance with Condition 15.9 (Notices) at least two (2) Business Days prior to such Interest Payment Date.

Each Note will cease to bear interest: (i) where the Conversion Right shall have been exercised by a Noteholder, from (and including) the Interest Payment Date immediately preceding the relevant Exercise Date or, if none, the Issue Date, or (ii) where such Note is redeemed or repaid pursuant to Condition 9 from (and including) the due date for redemption or repayment thereof (which shall be, for the avoidance of doubt, in respect of any principal due on any Amortisation Payment Date or SSO Investor Price Limit Option Exercise Date in respect of which a Share Settlement applies, such Amortisation Payment Date or, as the case may be, SSO Investor Price Limit Option Exercise Date) unless payment of principal is improperly withheld or refused or, following any election to exercise the Share Settlement Option, the Issuer fails duly to perform its obligations to issue (and, without prejudice to any of the provisions of these Conditions, which issuance of Shares may (in the Issuer’s discretion) be satisfied by way of the Issuer treating such issuance as a conversion of the relevant amounts due under the Notes into Shares) and deliver the relevant Deliverable Shares in accordance with Condition 9.2, in which event interest will continue to accrue at the rate specified in Condition 8.1 (both before and after judgment) to (but excluding) the date on which payment in full of the amount outstanding is made to Noteholders or, as the case may be, the date on which such issue (and, without prejudice to any of the provisions of these Terms and Conditions, which issuance of Shares may (in the Issuer’s discretion) be satisfied by way of the Issuer treating such issuance as a conversion of the relevant amounts due under the Notes into Shares) and delivery of Deliverable Shares is duly made in accordance with Condition 9.2.

Subject to Condition 9.1.3 below, on the date falling three (3) months after the Issue Date and on each three (3) month anniversary thereof ending on (and including) 24 August 2027 (the “Original Maturity Date”) (each such date, a “Scheduled Amortisation Payment Date”, and each such date as may become subject to deferral or advancement as provided in Condition 9.1.3, an “Amortisation Payment Date”),

37

each Note outstanding (except for any Note in respect of which the Conversion Right has been exercised prior to the relevant Amortisation Payment Date) will be redeemed in instalment payments of €6,250 per Note (the “Amortised Payment Amount”), together with any interest accrued and unpaid thereon.

Upon each redemption of an Amortised Payment Amount on an Amortisation Payment Date or SSO Investor Price Limit Option Exercise Date, the principal amount of each Note shall be reduced accordingly on such Amortisation Payment Date or, as the case may be, SSO Investor Price Limit Option Exercise Date.

In respect of the Amortised Payment Amount (other than any Amortised Payment Amount in respect of which the SSO Investor Price Limit Option is exercised) due on each Amortisation Payment Date, such amount shall be paid in cash unless, subject to Condition 9.2.4, the Issuer elects (in its sole discretion) to exercise the Share Settlement Option pursuant to and in accordance with Condition 9.2 in respect of all but not some only of the Notes by giving notice thereof (a “Principal Share Settlement Option Notice”) (which notice shall be irrevocable) to Noteholders in accordance with Condition 15.9 (Notices) at least two (2) Business Days prior to such Amortisation Payment Date.

38

39

For the purpose of this Condition, “Cash Carve-Out” means the written commitment included in the Senior, Secured Debt Facility to a cash carve-out permitting cash payments by the Issuer to the Noteholders (other than in respect of interest payments due on such Notes), in an initial amount up to €13.125 million; it being understood and agreed that such Cash Carve-Out does not apply to interest payments due on the Notes because the Senior, Secured Debt Facility permits interest payments on such Notes, without restriction. The utilized amount of the Cash Carve-Out at any time shall be determined by the Issuer.

If:

be satisfied by the issue (and, without prejudice to any of the provisions of these Terms and Conditions, which issuance of Shares may (in the Issuer’s discretion) be satisfied by way of the Issuer treating such issuance as a conversion of the relevant amounts due under the Notes into Shares) and delivery to the relevant Noteholder of the relevant number of Deliverable Shares (the “Share Settlement Option” in respect of the relevant Interest Payment Date, Amortisation Payment Date or SSO Investor Price Limit Option Exercise Date, as applicable) with respect to all but not some only of the Notes outstanding on the relevant Interest Payment Date, Amortisation Payment Date or SSO Investor Price Limit Option Exercise Date, as applicable.

40

Where the Share Settlement Option has been validly exercised, the Issuer shall, subject to Condition 9.2.4, in lieu of the payment of cash in respect of interest on the relevant Interest Payment Date (which is a Scheduled Amortisation Payment Date) or in respect of an Amortised Payment Amount on the relevant Amortisation Payment Date or SSO Investor Price Limit Option Exercise Date, as applicable, effect such payment or partial redemption in respect of such Notes by issuing (and, without prejudice to any of the provisions of these Terms and Conditions, which issuance of Shares may (in the Issuer’s discretion) be satisfied by way of the Issuer treating such issuance as a conversion of the relevant amounts due under the Notes into Shares) and delivering the Deliverable Shares (together with any Additional Deliverable Shares) to the Noteholders as soon as practicable and in any event not later than the Business Day immediately following (x) the first Business Day immediately following the relevant SSO Reference Date or (y) if later, the first Business Day on which the number of Deliverable Shares (and, if applicable, Additional Deliverable Shares) is capable of being determined in accordance with these Terms and Conditions (a “Share Settlement”).

Fractions of Shares will not be issued and delivered pursuant to this Condition 9.2 and no cash payment will be made in lieu thereof. The number of Deliverable Shares to be delivered to each Noteholder will be determined by the Calculation Agent in accordance with Condition 15.10 (Aggregation, Treatment of fractional entitlements).

Promptly following the determination of the applicable Share Settlement Price, Price Limit and number of Deliverable Shares, the Issuer shall give notice thereof to the Noteholders in accordance with Condition 15.9 (Notices).

For the purposes of these Conditions:

“Deliverable Shares” means, in respect of any Noteholder and any interest amount payable on an Interest Payment Date or principal amount of the Notes redeemable on an Amortisation Payment Date or SSO Investor Price Limit Option Exercise Date, in each case which would otherwise be payable in cash, such number of Shares determined in good faith by the Calculation Agent by dividing the relevant interest amount in respect of such Notes on such Interest Payment Date or the relevant Amortised Payment Amount in respect of such Note on such Amortisation Payment Date or SSO Investor Price Limit Option Exercise Date, as applicable, by the Share Settlement Price in respect of such Interest Payment Date or Amortisation Payment Date or SSO Investor Price Limit Option Exercise Date (as applicable).

“SSO Reference Date” means, in respect of any Share Settlement, (i) the relevant Interest Payment Date or Amortisation Payment Date in respect of which the Share Settlement Option is exercised or (ii) the relevant SSO Investor Price Limit Option Exercise Date in respect of which the Share Settlement Option is deemed to be exercised.

41

If a Principal Share Settlement Option Notice or Interest Share Settlement Option Notice is given and the relevant Share Settlement Price is lower than the Price Limit in effect on the relevant Interest Payment Date or Amortisation Payment Date (or, where Additional Deliverable Shares would (but for the operation of this Condition 9.2.4) be required to be delivered, the relevant Share Settlement Price recalculated pursuant to Condition 9.1.4 (iii) is lower than the Price Limit that would have been in effect on such Interest Payment Date or Amortisation Payment Date had the Conversion Ratio been adjusted on such date in respect of the event giving rise to the Additional Deliverable Shares), notwithstanding anything to the contrary in these Terms and Conditions such Principal Share Settlement Option Notice or Interest Share Settlement Option Notice shall be null and void (and, for the avoidance of doubt, the relevant principal or interest amount shall therefore be paid in cash, subject as provided in the immediately following paragraph).

Where any exercise of the Share Settlement Option is deemed to be null and void pursuant to the immediately preceding paragraph, notwithstanding anything to the contrary in these Terms and Conditions the relevant Amortised Payment Amount or, as the case may be, interest amount shall be paid in cash by Issuer as soon as practicable and at the latest on the relevant Amortisation Payment Date or Interest Payment Date.

If a Principal Share Settlement Option Notice or Interest Share Settlement Option Notice is given but a Share Settlement Liquidity Event occurs (as notified by the Issuer to the Noteholder promptly after the occurrence of such Share Settlement Liquidity Event in accordance with Condition 15.9 (Notices)) on any date falling in the period from (and including) the date on which the Principal Share Settlement Option Notice or Interest Share Settlement Option Notice is given to (and including) the date immediately preceding the date on which the Deliverable Shares are issued or transferred and delivered to Noteholders, then (unless Noteholders representing the Majority Noteholders give notice to the Issuer in accordance with Condition 15.9 (Notices) that such Share Settlement Liquidity Event shall be disregarded for the purpose of this Condition 9.2.5) such Principal Share Settlement Option Notice or Interest Share Settlement Option Notice shall be invalid and annulled and the relevant interest amount or Amortised Payment Amount shall be paid in cash (a) on the relevant Interest Payment Date or Scheduled Amortisation Payment Date (or, as the case may be, the Pre-IPO Deferred Payment Acceleration Option Amortisation Date) or (b) if the relevant Share Settlement Liquidity Event first occurred on or after the Business Day falling immediately prior to the relevant Interest Payment Date or Scheduled Amortisation Payment Date (or, as the case may be, Pre-IPO Deferred Payment Acceleration Option Amortisation Date), on the second Business Day following the date on which such Share Settlement Liquidity Event occurs, provided

42

that where limb (b) above applies the amount of interest and/or principal payable shall be such amount(s) as would have been payable on the relevant Interest Payment Date or Scheduled Amortisation Payment Date (or, as the case may be, Pre-IPO Deferred Payment Acceleration Option Amortisation Date) and Noteholders will not be entitled to any interest or other payment for such delay in receiving such interest and/or principal amount(s) as a result of the Principal Share Settlement Option Notice or Interest Share Settlement Option Notice being deemed to be invalid and annulled as aforesaid.

A “Share Settlement Liquidity Event” shall have occurred on any date if one or more of the following conditions is met:

Promptly upon (i) the Issuer becoming aware that a Share Settlement Free Float Event may have occurred (or would be likely to have occurred, if an Independent Expert had been requested to make such determination, acting reasonably, based on publicly available information) or (ii) a request being made by the Noteholders representing the Majority Noteholders (acting reasonably), the Issuer shall instruct an Independent Expert to make a determination as to the number of Shares comprising the Share Settlement Free Float.

For the purpose of this Condition,

“Offer Period” means any period commencing on the date of first public announcement of an offer or tender (howsoever described) by any person or persons in respect of all or a majority of the issued and outstanding Shares and ending on the date that offer or tender ceases to be open for acceptance or, if earlier, on which that offer or tender lapses or terminates or is withdrawn.

A “Share Settlement Free Float Event” shall be deemed to have occurred if the Share Settlement Free Float of the Issuer falls below 25% of the issued and outstanding Shares for any period of at least ten (10) consecutive Business Days (and in any such case the Share Settlement Free Float Event shall be deemed to occur on the last day of such period), as determined by an Independent Expert acting in good faith;

“Share Settlement Free Float” means all issued and outstanding Shares less (i) the aggregate of those Shares held by any person (other than a collective investment scheme, mutual fund, pension fund or other trust or fund) holding 15% or more of the issued and outstanding Shares; (ii) the aggregate of those Shares held by any person or persons who have entered into shareholders’ agreements or lock-up agreements concerning the Shares with a duration of more than six months; and (iii) any Shares held by or on behalf of the Issuer or any affiliate.

43

The new Shares to be issued upon any exercise of the Share Settlement Option 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 a Record Date 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 Shares (exclusive), the Noteholders 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.

Applications will be made for the admission to trading on the Relevant Exchange of the new Shares issued upon exercise of the Share Settlement Option by delivery of Shares. Accordingly, the new Shares will immediately become fungible with the existing Shares listed on the Relevant Exchange and tradable, as from the date on which they are admitted to trading, on the same listing line as such existing Shares under the same ISIN code FR0012333284.

If the Record Date (as defined in Condition 15.7 (Preservation of Noteholders’ rights) for a transaction that triggers an adjustment of the Conversion Ratio pursuant to Condition 15.7.1 or 15.7.2 occurs prior to the relevant delivery date of the Shares to be delivered pursuant to this Condition 9.1 (and whether such Record Date falls prior to, on or after the relevant Amortisation Payment Date or, as the case may be, Interest Payment Date or SSO Investor Price Limit Option Exercise Date), the Noteholders will have no right to participate in, and will have no right to indemnification in respect of, such transaction, subject as provided below.

If the Record Date of the transaction giving rise to an adjustment described in Condition 15.7.1 or 15.7.2 occurs prior to the relevant delivery date of the Shares to be delivered pursuant to Condition 9.1 in circumstances where the Conversion Ratio in effect as of the relevant Amortisation Payment Date or, as the case may be, Interest Payment Date or SSO Investor Price Limit Option Exercise Date does not reflect the relevant adjustment in respect of this transaction pursuant to Condition 15.7.1 or 15.7.2, the Calculation Agent shall recalculate the Share Settlement Price taking into account the Conversion Ratio so adjusted (adjusting where appropriate the Market Price to ensure consistency with the Conversion Ratio so adjusted) and, if the Share Settlement Price so recalculated is different, the Issuer will deliver such number (as determined by the Calculation Agent) of additional Shares (the “Additional Deliverable Shares”), as, together with the number of Deliverable Shares required to

44

be delivered based on the Share Settlement Price determined based on the Conversion Ratio in effect on the Amortisation Payment Date or, as the case may be, Interest Payment Date or SSO Investor Price Limit Option Exercise Date, is equal to such number of Deliverable Shares as would have been required to be delivered had the Conversion Ratio adjusted in respect of such transaction been in effect on such Amortisation Payment Date or, as the case may be, Interest Payment Date or SSO Investor Price Limit Option Exercise Date.

The Noteholders will receive delivery of the Additional Deliverable Shares on the relevant Delivery Date.

Any Noteholder(s) holding no less than 25% of the Outstanding Principal Amount of the Notes, may, upon written notice to the Issuer given before all defaults shall have been cured, cause all the Notes (but not some only) held by any such Noteholders to become immediately due and payable at a price equal to the Early Redemption Amount, as of the date on which such notice for payment is received by the Issuer without further formality, if any of the following events (each an “Event of Default”) shall occur:

45

As soon as practicable following the occurrence of an Event of Default, the Issuer shall give notice thereof to the Noteholders in accordance with Condition 15.9 (Notices) (an “Event of Default Notice”). The Event of Default Notice shall contain a statement informing Noteholders of their entitlement to exercise their Conversion Right as provided in these Terms and Conditions.

As soon as practicable following the date (if any) on which any relevant Event of Default ceases to be continuing, the Issuer shall give notice to the Noteholders in accordance with Condition 15.9 (Notices) of such date.

If at any time while any Note remains outstanding, there occurs a Change of Control, (ii) a Delisting or (iii) a Free Float Event (each as defined below) (each, a “Put Event”), any Noteholder will have the option (in each case, a “Put Option”) to require the Issuer to redeem or, at the Issuer’s option, to procure the purchase of all of the Notes held by it, on the Put Date, at the Outstanding Principal Amount of the Notes plus accrued interest on the Put Date.

If a Put Event occurs, the Issuer shall give notice thereof to the Noteholders in accordance with Condition 15.9 (Notices) as soon as practicable upon becoming aware thereof and in any case no later than the date falling fifteen (15) days following such Put Event (a “Put Event Notice”). The Put Event Notice will specify (i) the nature of the Put Event and the circumstances giving rise to it, (ii) the redemption date that will be between the fifth (5^th) and the tenth (10^th) Business Day following the date of the publication of the Put Event Notice (the “Put Date”), (iii) the redemption price and (iv) the procedure for exercising the relevant Put Option and the Put Period.

To exercise the Put Option, Noteholders must make a request to that effect to the Issuer, provided that the relevant Put Request Date must fall during the period from (and including) the date of publication of the Put Event Notice to (and including) the date falling five (5) Business Days prior to the Put Date (the “Put Period”).

46

The date on which such Put Option exercise request will be deemed to have been so made will be the day on which the last of conditions (A) and (B) below is satisfied (provided that if any such condition is satisfied on a day which is not a Business Day, or after 4:00 p.m. (Paris time) on a Business Day, it shall be deemed to have been satisfied instead on the following Business Day) (the “Put Request Date”):

Once a Put Option exercise request is deemed to have been made as provided above, such request shall be irrevocable.

Provided that the Put Option has been validly exercised in respect of any Note in accordance with the foregoing, the Issuer shall redeem or, at the option of the Issuer, procure the purchase of, such Note on the Put Date at the latest. Payment in respect of such Note will be made on the Put Date at the latest by transfer to the relevant Noteholder. For the avoidance of doubt, the Issuer shall have no responsibility for any cost or loss of whatever kind (including breakage costs) which the Noteholder may incur as a result of or in connection with such Noteholder’s exercise or purported exercise of, or otherwise in connection with, any Put Option (whether as a result of any purchase or redemption arising therefrom or otherwise).

For the purposes of these Terms and Conditions:

A “Change of Control” means the acquisition of Control of the Issuer by one or several individual(s) or legal entity or entities (except, for the avoidance of doubt, funds managed by Truffle Capital and/or affiliates of Truffle Capital), acting alone or in concert, where:

“Control” means holding (directly or indirectly, through companies themselves controlled (within the meaning of article L.233-3 of the French Commercial Code (Code de commerce)) by the relevant individual(s) or entities acting alone or in concert) (x) the majority of the voting rights attached to the Issuer’s shares or (y) more than 40% of these voting rights if no other shareholder(s) of the Issuer, acting alone or in concert, hold(s) (directly or indirectly, through companies themselves controlled by such shareholder(s)) a percentage in excess of such percentage. For the purpose of this definition, “acting in concert” has the meaning given to it in Article L.233-10 of the French Commercial Code (Code de commerce).

“Delisting” shall mean that the Shares are no longer listed and admitted to trading on a Regulated Market or other similar market.

A “Free Float Event” shall occur if for any period of at least twenty (20) consecutive Business Days, the number of Shares comprising the Free Float is equal to or less than 25% of the total number of issued and outstanding Shares of the Issuer.

“Free Float” means the aggregate holding of shares held by holders that each own (together with any person or persons with whom they act in concert) shares representing less than 5% of the total issued and outstanding Shares of the Issuer.

47

Shall cease to be considered outstanding and shall be cancelled in accordance with applicable law (i) the Notes redeemed at or prior to the Maturity Date, (ii) the Notes for which the Conversion Right has been exercised, as well as (iii) the Notes repurchased by the Issuer.

If the Maturity Date or, as the case may be, any other date on which any payment of principal or interest falls due in accordance with these Terms and Conditions is not a Business Day, such payment shall be made on the next following Business Day and, in any such case, the Noteholders will not be entitled to any sum in respect of such postponed payment.

Any claims filed against the Issuer seeking redemption of the Notes will be prescribed (prescrites) at the expiration of a period of ten (10) years from the normal or early redemption date.

Any claims filed against the Issuer for the payment of interest due under the Notes will be time barred (prescrites) after a period of five (5) years from the date on which such interest becomes due.

In accordance with Article L.228-103 of the French Commercial Code (Code de commerce), the Noteholders will be grouped together in a collective group with a legal personality (the “Masse”) to defend their common interests. The Masse will be governed by the provisions of the French Commercial Code (Code de commerce) and by the conditions set out below, provided that notices calling a general meeting of Noteholders and the decisions passed at any general meeting of Noteholders will be given and published only as provided in this Condition 11.

The Noteholders’ general meeting is competent to authorise amendments to the Terms and Conditions of the Notes and to vote on all decisions that require its approval under applicable law. The Noteholders’ general meeting also deliberates on any proposed merger or spin-off of the Issuer pursuant to Articles L.228-65, I, 3°, L.236-13 and L.236-18 of the French Commercial Code (Code de commerce), the provisions of which, along with those of Article L.228-73 of the French Commercial Code (Code de commerce), shall apply.

Under current law, each Note carries the right to one vote. The general meeting of Noteholders may not validly deliberate unless the Noteholders present or represented hold at least one-fourth of the Notes carrying voting rights at the first meeting convocation and at least one-fifth at the second meeting convocation. Decisions made by the general meeting of Noteholders are only valid if approved by a majority of two-thirds of the votes of the Noteholders present or represented.

In accordance with Article R.228-71 of the French Commercial Code (Code de commerce), the right of each Noteholder to participate in Noteholders’ general meetings will be evidenced by the entries in the books of the relevant financial intermediary holding the securities accounts of the name of such Noteholder as of 0:00 (Paris time) on the second (2^nd) Business Day in Paris preceding the date set for the meeting of the relevant general meeting.

48

In accordance with Articles L.228-59 and R.228-67 of the French Commercial Code (Code de commerce), notice of date, hour, place and agenda of any Noteholders’ general meeting will be given by way of a press release published by the Issuer which will also be posted on its website (▇▇▇.▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇) not less than fifteen (15) days prior to the date of such general meeting on first convocation, and five (5) days on second convocation.

Each Noteholder has the right to participate in a Noteholders’ general meeting in person, by proxy, by correspondence and, in accordance with Article L.228-61 of the French Commercial Code (Code de commerce) by videoconference or by any other means of telecommunication allowing the identification of participating Noteholders, as provided mutatis mutandis by Article R.223-20-1 of the French Commercial Code (Code de commerce).

Decisions of Noteholders’ general meetings once approved will be published by way of a press release published by the Issuer which will also be posted on its website (▇▇▇.▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇). The decisions referred to in Articles R.228-61, R.228-79 and R.236-11 of the French Commercial Code (Code de commerce) will be published, to the extent permitted by such Articles, by way of a press release published by the Issuer which will also be posted on its website ▇▇▇.▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇.

Representative of the Masse of Noteholders

In accordance with Articles L.228-47 and L.228-51 of the French Commercial Code (Code de commerce), the general meeting of Noteholders shall be represented by a representative of the masse of Noteholders (hereinafter referred to as the “Representative of the Masse”), which will be appointed in accordance with the provisions of the French Commercial Code (Code de commerce).

The Representative of the Masse will have the power, subject to any contrary resolution of the general meeting of Noteholders, to carry out, on behalf of the Masse all actions of an administrative nature that may be necessary to protect the common interests of the Noteholders.

The Representative of the Masse will exercise its duty until its dissolution, resignation or termination of its duty by a general meeting of Noteholders, until a conflict of interest arises or until it becomes unable to act. Its appointment shall automatically cease on the Original Maturity Date, or if no Notes remain outstanding prior to the Original Maturity Date. His appointment shall automatically cease on the date of total redemption of the Notes, whether at or prior to maturity. This term may be automatically extended, as the case may be, until the final resolution of any legal proceedings in which the Representative of the Masse is involved and the enforcement of any judgments rendered or settlements made pursuant thereto, if applicable.

49

General

The Issuer will bear the cost of compensation of the Representative of the Masse and the expenses of calling and holding general meetings of the Noteholders, the costs related to publishing the decisions thereof, as well as any fees related to the appointment of the Representative of the Masse under Article L.228-50 of the French Commercial Code (Code de commerce), and, more generally, all duly incurred and justified administrative and operational expenses of the Masse (subject to scope of work and budget pre-agreed).

General meetings of the Noteholders will be held at the registered office of the Issuer or such other place as will be specified in the notice convening the meeting. Each Noteholder will have the right, during the fifteen (15) day period preceding such meeting, to review or procure a written copy, whether on his own or by proxy, at the registered head office of the Issuer or any other location specified in the notice of the meeting, of the resolutions to be proposed and reports to be presented at such meeting.

In the event that future issuances of notes give subscribers identical rights to those under the Notes and if the terms and conditions of such future notes so permit, the holders of all such notes shall be grouped together in a single masse.

Sole Noteholder

If and for so long as the Notes are held by a sole Noteholder and unless a Representative of the Masse has been appointed, such Noteholder shall exercise all the powers, rights and obligations entrusted to the Masse by the provisions of the French Commercial Code (Code de commerce). Such sole Noteholder shall hold a register of the decisions it will have taken in this capacity and shall make it available, upon request, to any subsequent holder of all or part of the Notes.

The Notes are expected to be issued on 24 August 2023 (the “Issue Date”).

The Issue Date of the Notes is also the entitlement and settlement-delivery date.

The Noteholders may only transfer any Notes to any person in compliance with the provisions of the Subscription Agreement.

All payments by or on behalf of the Issuer in respect of the Notes shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within any jurisdiction or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law.

50

If a Tax Deduction is required by law to be made, the amount of the payment due shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required, provided that no such payment shall be made (i) to the extent that such Tax Deduction is imposed due to the failure of the beneficiary of such payment to provide any form, certificate, document, or other information that would have reduced or eliminated such Tax Deduction pursuant to any provision of domestic law or of an applicable tax treaty; or (ii) to the extent such Tax Deduction relates to FATCA; or (iii) where the payment is made to an account opened or held in a non-cooperative jurisdiction as set out in the list referred to Article 238-0 A of the French Tax Code (Code général des impôts) as such list may be amended from time to time or to an entity situated in such a jurisdiction.

For the purpose of this Clause 14.1, FATCA means (a) sections 1471 to 1474 of the Code or any associated regulations; (b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or (c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

51

Investors are invited to contact their usual tax advisor to assess the tax consequences of exercising their Conversion Right.

The Noteholders will have the right (the “Conversion Right”) to require, during the time period defined in Condition 15.2 (Period of the Conversion Right) and in accordance with the terms of Condition 15.3 (Terms of allocation pursuant to the Conversion Right), the Issuer to deliver (by way of conversion of the amounts owed under the Notes) a number of new Shares equal to the product of (i) the Conversion Ratio in effect on the Exercise Date (as defined below), (ii) a fraction, the numerator of which is the Outstanding Principal Amount per Note on such Exercise Date and the denominator of which is the initial principal amount of €100,000 per Note, and (iii) the number of Notes for which the Conversion Right has been exercised in accordance with these Terms and Conditions (subject to the terms of Condition 15.5.3 and Condition 15.10 (Aggregation, Treatment of fractional entitlements)).

Exercise of the Conversion Right results in the cancellation of the Notes for which it was exercised.

For the purpose of these Terms and Conditions:

The “Conversion Ratio” in effect at any time means, per each Note outstanding at such time, initially 4,207.4438 Shares (being the result (rounded to the nearest whole multiple of 0.0001 Shares (with 0.00005 being rounded upwards)) (as determined by the Calculation Agent) of €100,000 divided by the initial Conversion Price), subject to adjustment from time to time in accordance with Condition 15.7 (Preservation of Noteholders’ rights).

52

Upon exercise of its Conversion Right and subject to the provisions of Condition 15.7.3 (Public offers), each Noteholder will receive new Shares.

The total number of new Shares shall be determined by the Calculation Agent and be equal, for each Noteholder, to the product of (i) the Conversion Ratio in effect on the Exercise Date (as defined below), (ii) a fraction, the numerator of which is the Outstanding Principal Amount per Note on such Exercise Date and the denominator of which is the initial principal amount of €100,000 per Note, and (iii) the number of Notes transferred to the Issuer and for which the Conversion Right has been exercised in accordance with these Terms and Conditions (subject to the terms of Conditions 15.5.1, 15.5.3 and 15.10).

In the event of a share capital increase or issuance of new Shares or securities conferring rights to receive Shares, or any other financial transactions conferring preferential subscription rights (including in the form of subscription warrants) or reserving a priority subscription period for the benefit of the Shareholders, or in the event of a merger or a demerger (scission), the Issuer shall be entitled to suspend the exercise of the Conversion Right for a period not exceeding three (3) months or such other period as may be established by applicable regulations. Any such suspension may not cause the Noteholders to lose their Conversion Right.

The Issuer’s decision to suspend the Conversion Right of the Noteholders will be published in accordance with Condition 15.9 (Notices). This notice shall be published at least seven (7) days before the suspension of the Conversion Right becomes effective. The notice shall specify the dates on which the suspension period begins and ends.

The date of such request will be deemed to be the day on which the last of conditions (A) and (B) below is satisfied (provided that if any such condition is satisfied on a day which is not a Business Day, or after 4:00 p.m. (Paris time) on a Business Day, it shall be deemed to have been satisfied instead on the following Business Day) (the “Conversion Right Exercise Request Date”):

Once a Conversion Right exercise request is deemed to have been made as provided above, such request shall be irrevocable.

Any Conversion Right exercise request which has been validly made as provided above will take effect, subject to the provisions of Condition 15.7.3 (Public offers), on the second (2^nd) Business Day following the Conversion Right Exercise Request Date (the “Exercise Date”).

53

Notwithstanding the foregoing and without prejudice to the provisions of Condition 9.1 (Mandatory redemption by amortisation), in the event that the Conversion Right is exercised pursuant to the provisions of these Terms and Conditions and if the Issuer cannot issue, within the applicable legal limits, a sufficient number of new Shares under the available thresholds allowed by the decision authorizing the issuance of equity securities under which the Notes are being issued, to deliver to Noteholders having exercised their Conversion Right all of the new Shares required to be delivered upon such exercise, the Issuer must (A) notify thereof the relevant Noteholders as soon as practicable after the relevant Conversion Right Exercise Request Date (and to the extent possible within the two (2) Business Days following such Conversion Right Exercise Request Date) and (B) pay to the Noteholders an amount in cash equal to 100% of the value of the Shares that would have been delivered to the Noteholders upon such exercise of the Conversion Right but the Issuer was not able to issue as a result of the applicable legal limits set forth above. This amount will be determined by the Calculation Agent. This cash amount will be payable no later than the third (3^rd) Business Day following the relevant Exercise Date.

All Noteholders with Notes having the same Exercise Date will be treated equally and will have their Notes converted in the same proportion, subject to rounding.

If the Record Date (as defined in Condition 15.7 (Preservation of Noteholders’ rights) for a transaction that triggers an adjustment of the Conversion Ratio (see Condition 15.7.1 or 15.7.2) occurs prior to the relevant delivery date of the Shares upon exercise of the Conversion Right (and whether such Record Date falls prior to, on or after the Exercise Date), the Noteholders will have no right to participate in, and will have no right to indemnification in respect of, such transaction subject to their right to an adjustment of the Conversion Ratio until the delivery date of the Shares (exclusive).

If the Record Date of the transaction giving rise to an adjustment described in Condition 15.7.1 or 15.7.2 occurs prior to the relevant delivery date of the Shares upon exercise of the Conversion Right (and whether such Record Date falls prior to, on or after the Exercise Date) in circumstances where the Conversion Ratio in effect as of the relevant Exercise Date does not reflect the relevant adjustment in respect of this transaction pursuant to Condition 15.7.1 or 15.7.2, the Issuer will deliver such number (as determined by the Calculation Agent) of additional Shares (the “Additional Shares”), as, together with the number of Shares required to be delivered based on the Conversion Ratio in effect on the Exercise Date, is equal to such number of Shares as would have been required to be delivered had the Conversion Ratio adjusted in respect of such transaction been in effect on such Exercise Date, subject to Condition 15.10 (Aggregation, Treatment of fractional entitlements).

The Noteholders will receive delivery of the Additional Shares (i) on the relevant Delivery Date or (ii) if the number of Additional Shares could not be determined by the Calculation Agent in time for such delivery to be made on such Delivery Date, as soon as practicable after such determination is made.

54

The new Shares to be issued upon exercise of the Conversion Right 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 a Record Date 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 Shares (exclusive) (and whether such Record Date falls prior to, on or after the Exercise Date), the Noteholders 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 Condition 15.7 (Preservation of Noteholders’ rights).

It should be noted that in accordance with Condition 15.5 (Conditions of exercise of the Conversion Right) and Condition 15.7 (Preservation of Noteholders’ rights), the Noteholders will have the right to an adjustment of the Conversion Ratio up to the date of the delivery of the Shares (exclusive).

Applications will be made for the admission to trading on the Relevant Exchange of the new Shares issued upon exercise of the Conversion Right. Accordingly, the new Shares will immediately become fungible with the existing Shares listed on the Relevant Exchange and tradable, as from the date on which they are admitted to trading, on the same listing line as such existing Shares under the same ISIN code FR0012333284.

In accordance with the provisions of Article L.228-98 of the French Commercial Code (Code de commerce),

55

The new Conversion Ratio so adjusted will be rounded to the integral multiple of 0.0001 Share (with 0.00005 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 date on which the transaction triggering such adjustment is completed.

In accordance with Articles L.228-99 and R.228-92 of the French Commercial Code (Code de commerce), if the Issuer decides to issue, in any form whatsoever, new Shares or securities giving access to the share capital with a preferential subscription right reserved for Shareholders, to distribute reserves, in cash or in kind, and issue premiums or to modify the allocation of its profits by creating preferred Shares, it will inform the Noteholders by way of a notice published in accordance with Condition 15.9 (Notices).

Following any of the following transactions:

56

which the Issuer may carry out as from the Issue Date, for which the Record Date (as defined below) occurs before the delivery date of the new Shares to be delivered upon exercise of the Conversion Right (or, as the case may be, pursuant to Condition 9.1), the rights of the Noteholders will be maintained up to the delivery date (exclusive) by means of an adjustment to the Conversion Ratio in accordance with and subject to the provisions set forth below.

The “Record Date” is, in respect of any transaction of the type referred to in Condition 15.7.1(C) or paragraphs (A) to (J) below, (i) the date on which the holding of the Shares is established so as to determine which Shareholders are the beneficiaries of such transaction or may take part in such transaction and, in particular, to which Shareholders a dividend, a distribution or an allocation, announced or voted as of this date or announced or voted prior to this date, should be paid, delivered, or completed; or (ii) (to the extent such a date cannot be determined as provided in (i) in the case of a transaction pursuant to paragraph (I) below) such date as is determined in good faith to be appropriate by an Independent Expert.

Such adjustment will be carried out so that, to the nearest integral multiple of 0.0001 Share (with 0.00005 being rounded upwards), the value of the Shares that would have been delivered upon exercise of the Conversion Right (or, as the case may be, pursuant to Condition 9.1) immediately before the completion of any of the transactions mentioned above, is equal to the value of the Shares to be delivered upon exercise of the Conversion Right (or, as the case may be, pursuant to Condition 9.1) 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 Conversion Ratio so adjusted will be rounded to the nearest integral multiple of 0.0001 Share (with 0.00005 being rounded upwards). Any subsequent adjustments will be carried out on the basis of such newly calculated and rounded Conversion Ratio. However, because the Conversion Ratio may only result in the delivery of a whole number of Shares, fractional entitlements will be settled as specified in Condition 15.10 (Aggregation, Treatment of fractional entitlements).

Adjustments carried out in accordance with paragraphs (A) to (J) below will become effective on the date on which the transaction triggering such adjustment is completed.

57

In the event that the Issuer carries out transactions in respect of which no adjustment has been made in accordance with paragraphs (A) to (J) below and a subsequent law or regulation requires an adjustment, the Issuer will apply such adjustment in accordance with applicable laws or regulations and the relevant market practice in effect in France.

In the event that the Issuer carries out a transaction likely to be subject to several adjustments, legal adjustments will apply by priority.

(a) In the event of financial transactions with a listed preferential subscription right granted to the Shareholders, the new Conversion Ratio will be determined by the Calculation Agent by multiplying the Conversion Ratio in effect prior to the relevant transaction by the following formula:

For the purpose of the calculation of this formula, the values of the Share ex right and of the preferential subscription right will be equal to the arithmetic average of their Opening Prices on each Trading Day comprised in the subscription period.

(b) In the event of financial transactions with free allocation of listed subscription warrants to the Shareholders with the corresponding ability to sell the securities resulting from the exercise of warrants that were unexercised by their holders at the end of their subscription period¹, the new Conversion Ratio will be determined by the Calculation Agent by multiplying the Conversion Ratio in effect prior to the relevant transaction by the following formula:

For the purpose of the calculation of this formula:

58

For the purpose of the calculation of this ratio:

59

60

For the purpose of the calculation of this formula:

61

The new Conversion Ratio will be determined by the Calculation Agent by multiplying the Conversion Ratio in effect prior to the relevant transaction by the exchange ratio of Shares of the Issuer to the shares of the merging company or the beneficiary companies of a demerger. The merging company (or, in the case of multiple beneficiary companies of a demerger, such company or companies as is or are determined in good faith to be appropriate by an Independent Expert) will automatically be substituted for the Issuer for the purpose of the performance of its obligations towards the Noteholders and from such point such merging company or the beneficiary company or companies of a demerger as aforesaid shall constitute the Issuer for the purpose of these Terms and Conditions, subject to any technical changes to these Terms and Conditions required to be made to that effect as may be determined in good faith to be appropriate by an Independent Expert.

For the purpose of the calculation of this formula:

62

For the purpose of the calculation of this formula, the value of the Share before the redemption will be equal to the Volume-Weighted Average Price of the Share over the period comprising the last three (3) Trading Days preceding the Trading Day on which the Shares are first traded ex-redemption on the Relevant Exchange.

Value of the Share prior to the modification

Value of the Share prior to the modification – Reduction per Share of the right to profits

For the purpose of the calculation of this formula:

(a) In the case of creation of preferred shares which do not result in a modification of allocation of the Issuer’s profits, the adjustment of the Conversion Ratio, if any, will be determined by an Independent Expert.

(b) Notwithstanding the foregoing, if such preferred shares are issued with upholding of the preferential subscription rights of the Shareholders or by way of a free allocation to the Shareholders of warrants exercisable for such Shares, the new Conversion Ratio will be adjusted in accordance with paragraphs (A) or (E) above, as applicable.

In the event of the payment by the Issuer of any dividend, interim dividend or any distribution paid in cash or in kind to the Shareholders (excluding any dividend or distribution (or fraction of a dividend, interim dividend or distribution) leading to an adjustment in the Conversion Ratio by virtue of paragraphs (A) through (I) above) (prior to any withholdings and without taking into account any deductions or tax credits that may be applicable) (a “Dividend”), the new Conversion Ratio will be determined by the Calculation Agent by multiplying the Conversion Ratio in effect prior to the relevant transaction by the following formula:

STP

STP - ADD

63

where:

Under current French regulations, any public offer (in cash or in securities, in cash and securities, etc.) filed by a third party for the Shares would also be required to be made for all securities giving access to the share capital of or voting rights in the Issuer, and, therefore, the Notes described in these Terms and Conditions. Any such offer proposal and the offer document setting out the terms and conditions of such offer would be subject to prior review by the French Financial Markets Authority (Autorité des marchés financiers) (the “AMF”) (or its successor), which would determine the admissibility of the offer based on the elements presented.

64

If the Shares are subject to a public offer (tender, exchange, mixed, etc.), which may result in a Change of Control, or a public offer (tender, exchange, mixed, etc.) is filed as a result of a Change of Control, and that such public offer is declared admissible by the AMF (or its successor) (any such public offer, a “Public Offer”), then upon any exercise of the Conversion Right in respect of any Note which Conversion Right Exercise Request Date falls in the Relevant Period (as defined below) in respect of such Public Offer, the Issuer shall:

“Relevant Period” means, in respect of a Public Offer, the period:

A. from (and including) the date (the “Offer Opening Date” in respect of such Public Offer) corresponding to the first (1^st) day on which the Shares may be tendered to the offer, and

B. to (and including) the earlier of:

(I) the applicable date pursuant to (i), (ii) or (iii) below:

(i) if the offer is unconditional, the date that is fifteen (15) Business Days after the date of publication by the AMF (or its successor) of the notice of result of the offer or, if the offer is re-opened, the date that is fifteen (15) Business Days after the date of publication by the AMF (or its successor) of the notice of result of the re-opened offer;

(ii) if the offer is conditional, (x) if the AMF (or its successor) declares that the offer is successful, the date that is fifteen (15) Business Days after the date of publication by the AMF (or its successor) of the notice of result of the offer or, if the offer is re-opened, the date that is fifteen

65

(15) Business Days after the date of publication by the AMF (or its successor) of the notice of result of the re-opened offer or (y) if the AMF (or its successor) declares that the offer is unsuccessful, the date of publication by the AMF (or its successor) of the notice of result of the offer; or

(iii) if the bidder withdraws the offer, the date on which such withdrawal is published; and

(II) the last day of the Exercise Period.

Delivery of shares and payment of interest resulting from the exercise of the Conversion Right during the Relevant Period in the case of a Public Offer

Notwithstanding the provisions of Condition 15.5 (Conditions of exercise of the Conversion Right), in the event of the exercise of the Conversion Right which Conversion Right Exercise Request Date falls during a Relevant Period, the relevant Exercise Date will be deemed to be such Conversion Right Exercise Request Date and the corresponding Shares will be delivered, and the relevant Additional Interest Amount will be paid no later than on the second (2^nd) Business Day following such Exercise Date.

The adjustments to the Conversion Ratio will be calculated by the Calculation Agent.

In the event of an adjustment, the Issuer will, promptly after the determination thereof, inform the Noteholders through a notice published in accordance with Condition 15.9 (Notices) below.

In addition, the board of directors of the Issuer will report the calculations and results of all adjustments in the annual report following such adjustment.

(A) All notices to be given by the Issuer in accordance with this Condition 15.9 to the Noteholders shall be validly given if sent by registered letter with acknowledgement of receipt to the address of the relevant Noteholder as notified by such Noteholder to the Issuer or if sent by e-mail to the e-mail address of the relevant Noteholder as provided by such Noteholder to the Issuer, provided that:

(i) any notification made by registered letter shall be also made by electronic mail; and

(ii) each Noteholder may notify the Issuer in accordance with this Condition 15.9 with at least ten (10) Business Days’ notice of any change of address and/or e-mail address in respect of such Noteholder.

(B) All notices to be given by any Noteholder in accordance with this Condition 15.9 to the Issuer shall be validly given if sent by registered letter with acknowledgement of receipt to the address of the Issuer or if sent by e-mail in each case as specified below:

66

provided that:

(i) any notification made by registered letter shall be also made by e-mail; and

(ii) the Issuer may notify the Noteholders in accordance with this Condition 15.9 with at least ten (10) Business Days’ notice of any change of address and/or e-mail address in respect the Issuer.

(C) In the case of each of (A) and (B), the relevant notice shall be deemed to be given in accordance with this Condition 15.9 (regardless of when the registered letter (if any) is received by the relevant recipient) at the time the relevant receipt of the e-mail being read is given, or where no read receipt is requested by the sender, at the time of sending, provided that no delivery failure notification is received by the sender within 24 hours of sending such e-mail.

Each Noteholder exercising its Conversion Right in relation to the Notes may receive, as the case may be, a number of Shares calculated by the Calculation Agent in accordance with Condition 15.3 (Terms of allocation pursuant to the Conversion Right) based on the aggregate number of Notes transferred to the Issuer and for which the Conversion Right has been exercised by such Noteholder.

If the number of Shares thus calculated is not a whole number, such number shall be rounded down to the nearest whole number of Shares and the relevant Noteholder will receive an amount in cash determined by the Calculation Agent and equal to the product (rounded to the nearest whole multiple of €0.01 (with €0.005 being rounded upwards)) of (i) the fraction of a Share so rounded down and (ii) the Closing Price of the Share on the Trading Day immediately preceding the Conversion Right Exercise Request Date.

Solely upon the completion of the IPO or such other time as the Issuer becomes a Reporting Company in the United States, and any Noteholder shall not have the right to convert any Note pursuant to these Terms and Conditions and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, such Noteholder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Shares of the Issuer outstanding immediately after giving effect to such conversion. For purposes of the foregoing provision, the aggregate number of Shares beneficially owned by any such Noteholder and the other Attribution Parties shall include the number of Shares held by the relevant Noteholder and all other Attribution Parties plus the number of Shares issuable upon conversion of any Note with respect to which the determination of such provision is being made, but shall exclude Shares which would be issuable upon (A) conversion of the remaining, nonconverted portion of any Note beneficially owned by the Noteholder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Issuer (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Noteholder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Condition 15.11.

67

For purposes of this Condition 15.11, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “1934 Act”). For purposes of determining the number of outstanding Shares any relevant Noteholder may acquire upon the conversion of any Note without exceeding the Maximum Percentage, such Noteholder may rely on the number of outstanding Shares as reflected in (x) the Issuer’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Issuer or (z) any other written notice by the Issuer setting forth the number of Shares outstanding (the “Reported Outstanding Share Number”).

If the Issuer receives a request for the exercise of any Conversion Right from a Noteholder at a time when the actual number of outstanding Shares is less than the Reported Outstanding Share Number, the Issuer shall notify the relevant Noteholder in writing of the number of Shares then outstanding and, to the extent that such conversion request would otherwise cause the relevant Noteholder’s beneficial ownership, as determined pursuant to this Condition 15.11, to exceed the Maximum Percentage, such Noteholder must notify the Issuer of a reduced number of Shares to be purchased pursuant to such conversion request.

For any reason at any time, upon the written (which may be an e-mail) or oral request of the relevant Noteholder, the Issuer shall within one (1) Business Day confirm orally and in writing (which may be by e-mail) to the relevant Noteholder the number of Shares then outstanding.

In any case, the number of outstanding Shares shall be determined after giving effect to the conversion or exercise of securities of the Issuer, including any Note, by the Noteholder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Shares to the relevant Noteholder upon conversion of any Note results in such Noteholder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Shares (as determined under Section 13(d) of the 1934 Act), the number of Shares so issued by which the Noteholder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Noteholder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Issuer, the Noteholder may from time to time increase (with such increase not effective until the sixty-first (61^st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61^st) day after such notice is delivered to the Issuer and (ii) any such increase or decrease will apply only to the Noteholder and the other Attribution Parties and not to any other Noteholder of Notes (each, an “Other Noteholder”, and collectively, the “Other Noteholders”) that is not an Attribution Party of the Noteholder.

For the avoidance of doubt, the Shares issuable pursuant to the terms of any Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Noteholder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to convert any Note pursuant to this Condition 15.11 shall have any effect on the applicability of the provisions of this Condition 15.11 with respect to any subsequent determination of convertibility. The provisions of this Condition 15.11 shall be construed and

68

implemented in a manner otherwise than in strict conformity with the terms of this Condition 15.11 to the extent necessary to correct this Condition 15.11 (or any portion of this Condition 15.11) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Condition 15.11 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Condition 15.11 may not be waived and shall apply to a successor Noteholder.

For the purpose of this Condition 15.11:

“Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder funds or managed accounts, currently, or from time to time after the Issue Date, directly or indirectly managed or advised by the Noteholder’s investment manager or any of its affiliates or principals, (ii) any direct or indirect affiliates of the Noteholder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a group together with the Noteholder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Issuer’s Shares would or could be aggregated with the Noteholder’s and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of the foregoing is to subject collectively the Noteholder and all other Attribution Parties to the Maximum Percentage; and

“affiliate” has the meaning given to it in Rule 501(b) of Regulation D under the Securities Act.

“Reporting Company” means a company that is required to file reports periodically with the U.S. Securities and Exchange Commission under section 12, 13 or 15(d) of the Act 1934, as amended.

Upon delivery by the Issuer to the Noteholder (or receipt by the Issuer from the Noteholder) of any notice in accordance with these Terms and Conditions, unless the Issuer has in good faith determined that the matters relating to such notice do not constitute material, non-public information and/or Restricted Information relating to the Issuer or any of its Subsidiaries, the Issuer shall on or prior to 9:00 am (Paris time) on the Business Day immediately following such notice delivery date, publicly disclose such material, non-public information and/or Restricted Information on a Report of a Foreign Private Issuer on Form 6-K, or if the Issuer is not then a Reporting Company, by such other means as may be permitted by applicable law. In the event that the Issuer believes that a notice contains material, non-public information and/or Restricted Information relating to the Issuer or any of its Subsidiaries, the Issuer so shall indicate to the Noteholder explicitly in writing in such notice (or immediately upon receipt of notice from the Noteholder, as applicable), and in the absence of any such written indication in such notice (or notification from the Issuer immediately upon receipt of notice from the Noteholder), the Noteholder shall be entitled to presume that information contained in the notice does not constitute material, non-public information and/or Restricted Information relating to the Issuer or any of its Subsidiaries.

For the purposes of this Condition, “Restricted Information” means any information that is insider information within the meaning of applicable insider dealing or market abuse law (including Regulation 596/2014/EU).

69

In connection with the Notes, Conv-Ex Advisors Limited has been appointed as Calculation Agent.

The Issuer reserves the right at any time to modify or terminate the appointment of the Calculation Agent and/or appoint a substitute Calculation Agent or approve any change in the office through which such agent acts, provided that, so long as any Note is outstanding, there will at all times be a Calculation Agent.

Adjustments, calculations and determinations performed by the Calculation Agent or, where applicable, an Independent Expert, pursuant to these Terms and Conditions shall be so made upon request by the Issuer and shall be final and binding (in the absence of bad faith or manifest error and subject to any determinations by an Independent Expert) on the Issuer, the Noteholders and (in the case of adjustments, calculations and determinations performed by an Independent Expert) the Calculation Agent. The Calculation Agent may, subject to the provisions of the Calculation Agency Agreement (including with respect to costs and expenses), 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 of the Masse or the Noteholders in respect of anything done, or omitted to be done, relating to that matter in good faith in accordance with that adviser’s opinion.

The Calculation Agent is acting exclusively as an agent for and upon request from the Issuer. Neither the Calculation Agent (acting in such capacity) nor any Independent Expert appointed in connection with the Notes (acting in such capacity), shall have any relationship of agency or trust with, and shall incur no liability as against, the Noteholders, the Representative of the Masse and (in the case of adjustments, calculations and determinations performed by an Independent Expert) the Calculation Agent.

If any doubt shall arise as to whether an adjustment falls to be made to the Conversion Ratio or as to the appropriate adjustment to the Conversion Ratio or any determination required to be made by the Calculation Agent in accordance with these Terms and Conditions, and following consultation between the Issuer, the Calculation Agent and an Independent Expert, a written opinion of such Independent Expert in respect thereof shall be conclusive and binding on the Issuer, the Noteholders and the Calculation Agent, save in the case of manifest error.

70

The terms and conditions of each Tranche(s) B Notes will be as follows, it being specified that on the day of any Pricing Date, these Terms and Conditions will be updated to include the information included in the relevant Pricing Letter and in the relevant Tranche(s) B Request Notice:

The following text contains the terms and conditions of the Notes (the “Terms and Conditions”).

The combined general meeting (ordinary and extraordinary) of Abivax of 5 June 2023, under resolution 16, delegated to the Board of Directors of the Issuer the authority to issue the Notes. The Board of Directors, during its meeting of 16 August 2023, decided to authorise the issue of the Notes and, in accordance with the provisions of article L.22-10-49 of the French Commercial Code (Code de commerce), to subdelegate its powers to the Issuer’s Chief Executive Officer (directeur général) to determine the final terms and conditions of the Notes and issue the Notes. The Issuer’s Chief Executive Officer (directeur général), in accordance with such subdelegation, determined the final terms and conditions of the Notes and decided the issuance of the Notes on the Pricing Date.

For the purposes of these Terms and Conditions:

“Abivax” and the “Issuer” means the company Abivax S.A.;

“Business Day” means a day (other than a Saturday or a Sunday) on which banks are open for business in Paris and on which the trans-European automated real-time gross settlement express transfer system (“T2”), or any succeeding system operates;

“Calculation Agent” means Conv-Ex Advisors Limited, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇;

“Closing Price” means, in respect of a Share, on any Trading Day, the closing price of the Shares on the Relevant Exchange as published by or derived from (i) Bloomberg page HP (or any successor page) (setting “Last Price”, or any successor setting) in respect of the Relevant Exchange in respect thereof (such page being as at the Issue Date, ABVX FP Equity HP), as determined by the Calculation Agent, or, (ii) if the Closing Price cannot be determined as aforesaid, such Relevant Exchange in respect thereof;

“Code” means the US Internal Revenue Code of 1986”

“Condition” means a condition of these Terms and Conditions;

The “Conversion Price” in effect at any time means (a) initially €[•] (being the product (rounded to the nearest whole multiple of €0.0001 (with €0.00005 being rounded upwards)) (as determined by the Calculation Agent) of (x) 130% and (y) the Volume-Weighted Average Price of the Shares over the period comprising the last fifteen (15) Trading Days preceding the Pricing Date), and (b) at any time upon any adjustment to the Conversion Ratio in accordance with these Terms and Conditions, the result (rounded to the nearest whole multiple of €0.0001 (with €0.00005 being rounded upwards)) of €100,000 divided by the Conversion Ratio in effect at such time;

“Conversion Ratio” has the meaning ascribed to it in Condition 15.1;

“Delivery Date” means, in respect of any Shares to be delivered upon the exercise of the Conversion Right (other than Additional Shares) or pursuant to Condition 9.1 (Mandatory redemption by amortisation), as the case may be, the date on which such delivery is actually made in accordance with these Terms and Conditions;

71

“Early Redemption Amount” means, in respect of any Note, an amount equal to the greater of:

where for the purposes of this definition, “Early Redemption Amount Date” means in the case of an amount becoming due pursuant to Condition 9.4, the date of the giving of notice by the Noteholders holding no less than 50% of the Outstanding Principal Amount of the Notes in accordance with the first paragraph of Condition 9.4.

“Ex-Date” means, in respect of any dividend, distribution or other transaction of the type referred to in Condition 15.7.1(C) or Conditions 15.7.2(A) to (J) in respect of the Shares, the first (1^st) Trading Day on which the Shares are traded ex- such dividend, distribution or other transaction;

“Group” means the Issuer and its Subsidiaries taken as a whole.

“IFRS” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements;

“Independent Expert” means an independent financial institution of international repute or independent financial adviser with appropriate expertise (which may be the initial Calculation Agent acting in such Independent Expert capacity), chosen by the Issuer at its sole discretion;

“Initial Price Limit” means €[•], being the product (rounded up to the nearest whole multiple of €0.0001) (as determined by the Calculation Agent) of (i) the Volume-Weighted Average Price of the Shares over the period comprising the last fifteen (15) Trading Days preceding the Pricing Date and (ii) 85% pursuant to the 16^th resolution of the Issuer’s shareholders’ meeting held on 5 June 2023;

“Pricing Date” means the first date on which the Issuer’s Board of Directors or the Issuer’s Chief Executive Officer (Directeur général) acting in accordance with a subdelegation from the Board of Directors, as the case may be, decides the issuance of the Notes and sets their definitive terms and conditions;

“Notes” means the EUR [•] amortizing senior unsecured notes convertible into new Shares of Abivax due [•];

“Noteholders” means the holders of the Notes;

“Share Settlement Price” means, on any Amortisation Payment Date (including any Pre-IPO Deferred Payment Acceleration Option Amortisation Date) or SSO Investor Price Limit Option Exercise Date:

72

“Majority Noteholders” means, at any time, holders of more than 67% of the principal amount of the Notes outstanding at such time;

“Market Price” shall mean, on any Relevant Date and as determined by the Calculation Agent, the lower of (i) the arithmetic average (rounded if necessary to the nearest whole multiple of €0.0001 (with €0.00005 being rounded upwards)) of the lowest two (2) daily Volume-Weighted Average Prices for the Shares in the period of five (5) consecutive Trading Days immediately preceding such Relevant Date and (ii) the Volume-Weighted Average Price for the Shares on the Relevant Date (or, if such Relevant Date is not a Trading Day, the immediately preceding Trading Day),

provided that:

“Material Subsidiary” means any Subsidiary from time to time, whose gross revenues or total assets represents not less than 5% of the consolidated gross revenues of the Group or the total consolidated assets of the Group, as calculated based on the then latest consolidated audited financial statements of the Group;

“Maturity Date” means, at any time, initially the Original Maturity Date, or upon any advancement or deferral as provided in Condition 9.1.3, the date which is (as at such time) scheduled to be the final Amortisation Payment Date;

“Opening Price” means, in respect of a Share or other security, on any Trading Day, the opening price of the Shares on the Relevant Exchange in respect thereof as published by or derived from (i) Bloomberg page HP (or any successor page) (setting “Open Price”, or any successor setting) in respect of the Relevant Exchange in respect thereof (such page being as at the Issue Date, in the case of the Shares, ABVX FP Equity HP), as determined by the Calculation Agent, or, (ii) if the Opening Price cannot be determined as aforesaid, such Relevant Exchange in respect thereof;

“Prevailing Rate” means, in respect of any pair of currencies on any day, the spot mid-rate of exchange between the relevant currencies prevailing as at 12 noon (Paris time) on that date (for the purpose of this definition, the “Original Date”) as appearing on or derived from Bloomberg page BFIX (or any successor page) in respect of such pair of currencies, or, if such a rate cannot be so determined, the rate prevailing as at 12 noon (Paris time) on the immediately preceding day on which such rate can be so

73

determined, provided that if such immediately preceding day falls earlier than the fifth day prior to the Original Date or if such rate cannot be so determined, the Prevailing Rate in respect of the Original Date shall be the rate determined in such other manner as an Independent Expert shall consider appropriate.

The “Price Limit” in effect at any time means initially the Initial Price Limit, subject to adjustment from time to time concurrently with any adjustment to the Conversion Ratio pursuant to Condition 15.7.2(B) in the event of a Share split or reverse Share split only, the Price Limit so adjusted being equal to the product (rounded up to the nearest whole multiple of €0.0001) of (i) the Price Limit in effect immediately prior to such adjustment and (ii) a fraction, the numerator of which is the Conversion Ratio in effect immediately prior to such adjustment and the denominator of which is the Conversion Ratio so adjusted, provided that the Price Limit may be modified at any time by any future shareholders’ meeting of the Issuer during the lifetime of the Notes;

“Reference Share Price” means €[•];

“Regulated Market” means any regulated market pursuant to the terms of Directive 2014/65/EU dated 15 May 2014, as amended, on markets in financial instruments;

“Relevant Date” means each of the Issue Date, any Early Redemption Amount Date and any Amortisation Payment Date;

“Relevant Exchange” means (A) in respect of the Shares, (i) the Regulated Market of Euronext Paris or (ii) (if the Shares are no longer listed on the Regulated Market of Euronext Paris at the relevant time) the Regulated Market or similar market on which the Share has its main listing, and (B) in respect of any other security, the Regulated Market or any other market on which such security has its main listing;

“Shareholders” means the holders of the Shares;

“Shares” means the ordinary shares of the Issuer with a nominal value of (as at the Issue Date) €0.01 each;

“Subscription Agreement” means the subscription agreement entered into between the Issuer and the initial Noteholder on 20 August 2023;

“Trading Day” means 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 trading ceases prior to the usual closing time (whether such closing is scheduled (as it is often the case regarding trading on Euronext Paris on 24 December and 31 December) or unscheduled);

“Volume-Weighted Average Price” means, in respect of a Share or other security, on any Trading Day, the volume-weighted average price of such Share or other security as published by or derived from (i) Bloomberg page HP (or any successor page) (setting “Weighted Average Line”, or any successor setting) in respect of the Relevant Exchange in respect thereof (such page being as at the Issue Date, in the case of the Share, ABVX FP Equity HP), provided that in the case of a Volume-Weighted Average Price to be observed over a period of several Trading Days, such Volume-Weighted Average Price shall be equal to the volume-weighted average of the relevant daily Volume-Weighted Average Prices (the daily volumes to be used for the purpose of determining such weighted average being the volumes as published on Bloomberg page HP (or any successor page), setting “VWAP Volume” (or any successor setting)), as determined by the Calculation Agent, or, (ii) if the Volume-Weighted Average Price cannot be determined as aforesaid, such Relevant Exchange in respect thereof, provided that in the case of a

74

Volume-Weighted Average Price to be observed over a period of several Trading Days, such Volume-Weighted Average Price shall be equal to the volume-weighted average of the relevant daily Volume-Weighted Average Prices (the daily volumes to be used for the purpose of determining such weighted average being the total daily volumes as published by such Relevant Exchange), as determined by the Calculation Agent.

For the avoidance of doubt, in these Terms and Conditions, references to “day” or “days” are to calendar days unless the context otherwise specifies.

75

The Notes which will be issued by the Issuer constitute securities that confer certain rights to receive Shares within the meaning of Articles L.228-91 et seq. of the French Commercial Code (Code de commerce).

The aggregate initial principal amount of the issuance will be €[•] represented by [•] Notes, each with an initial principal amount of €100,000, as may be reduced from time to time in accordance with Condition 9.1 (Mandatory redemption by amortisation) (the “Outstanding Principal Amount” at any time). The issue price per Note will be equal to €100,000 per Note, representing 100% of the initial principal amount.

The Notes are governed by French law.

Any claim in connection with the Notes shall be brought before the competent courts in Paris.

The Notes may be held in registered dematerialised form administered by the Issuer (nominatif pur).

In accordance with Article L.211-3 of the French Monetary and Financial Code (Code monétaire et financier), the Notes shall be registered in a securities account held by the Issuer or an authorized intermediary on its behalf.

Consequently, the rights of the Noteholders will be represented via book-entries (inscription en compte) in a securities account opened in their name in the registry held by the Issuer or its agent (the “Register”).

No document evidencing the ownership of the Notes (including representative certificates under Article R.211-7 of the French Monetary and Financial Code (Code monétaire et financier)) will be issued relating to the Notes.

In accordance with Articles L.211-15 and L.211-17 of the French Monetary and Financial Code (Code monétaire et financier), the Notes are transferred from one account to another, and the transfer of ownership of the Notes will occur, upon their book-entry in the purchaser’s name in the Register.

It is expected that the Notes will be registered in the Register from [•], date of the settlement-delivery of the Notes and Issue Date (as defined in Condition 12 (Issue Date)).

The Notes will be denominated in euros.

76

The principal of the Notes and the interest thereon constitute direct, general, unconditional, unsubordinated and (subject to the provisions of Condition 6.2 (Negative Pledge) below) unsecured obligations of the Issuer and rank equally amongst themselves and (subject to such exceptions as are from time to time mandatory under French law) pari passu with all other unsecured and unsubordinated debt (dettes chirographaires) of the Issuer, present or future.

So long as any of the Notes remains outstanding (as defined below), the Issuer will not, and will ensure that none of its Subsidiaries (as defined below) will, create or permit to subsist any mortgage, lien, charge, pledge or other form of security interest (sûreté réelle) other than a Permitted Security Interest upon any of their respective assets or revenues, present or future, to secure any future Financial Indebtedness (as defined below) incurred by the Issuer or any of its Subsidiaries or any guarantee or indemnity granted by the Issuer or any of its Subsidiaries in respect of any Financial Indebtedness unless, at the same time or prior thereto, the Issuer’s obligations under the Notes are (a) equally and rateably secured therewith or (b) have the benefit of such other security, guarantee, indemnity or other arrangement in substantially comparable terms thereto.

For the purposes of these Terms and Conditions:

“outstanding” means in relation to the Notes, all the Notes issued other than (a) those that have been redeemed or converted in accordance with these Terms and Conditions, (b) those in respect of which the date for redemption has occurred and the redemption monies (including all interest accrued on such Notes to the date for such redemption and any interest payable after such date) have been duly paid to the relevant Noteholder (or its agent on its behalf), (c) those which have become void or in respect of which claims have become prescribed and (d) those which have been purchased and cancelled as provided in these Terms and Conditions;

“Person” includes any individual, company, corporation, firm, partnership, joint venture, undertaking, association, organisation, trust, state or agency of a state (in each case whether or not having separate legal personality);

“Financial Indebtedness” means any indebtedness of any person for or in respect of:

77

“Permitted Security Interest” means the security granted in connection with the existing notes issued by Abivax to Kreos Capital in 2018, 2019 and 2020, the security granted by ▇▇▇▇▇▇, substantially concurrent with the issuance of the €35,000,000 amortizing senior notes convertible into new shares of the Issuer issued on 24 August 2023, under the Issuer’s new senior, secured debt facility entered into on 20 August 2023 (the “Senior, Secured Debt Facility”), any new additional security granted by ▇▇▇▇▇▇ under the Senior, Secured Debt Facility and any new additional security granted in the context of the expansion of the Senior, Secured Debt Facility (including of additional convertible bonds or warrants to Kreos, Claret or another lender); and

“Subsidiary” means, in relation to any Person or entity at any time, any other Person or entity (whether or not now existing) as defined in Article L.233-1 of the French Commercial Code (Code de commerce) or any other Person or entity controlled directly or indirectly by such Person or entity within the meaning of Article L.233-3 of the French Commercial Code (Code de commerce).

The Issuer will not incur, directly or indirectly, any Financial Indebtedness.

This Condition will not prohibit the incurrence of any of the following items of Financial Indebtedness (each, “Permitted Financial Indebtedness”):

78

provided that, in no event shall any indebtedness incurred or existing during the term of the Notes (except for the Senior, Secured Debt Facility) limit or prohibit any Condition or any of the transaction documents entered into in respect of the issue of the Notes thereof, including, without limitation (x) any prohibition on any payment of cash by the Issuer in respect of any obligation under the Notes, and (y) any limitation on conversion or the payment of any amounts by the Issuer in Shares, in accordance with the Terms and Conditions.

79

For the purposes of this Condition:

“Capital Stock” means:

“Hedging Obligations” means the obligations of the Issuer under:

For so long as any Notes are outstanding, the Issuer shall deliver to the Initial Noteholder, or in the event the Notes are held by several Noteholders, the representative of the masse of Noteholders (i) within fifteen (15) Business Days following publication of its financial statements for its full financial year and first half of its financial year, and (ii) within five (5) Business Days following the receipt of a request in writing by the Initial Noteholder or the representative of the masse of Noteholders, as the case may be (at any time, acting reasonably, but on no more than four occasions each calendar year), a certificate signed by two members of the senior management of the Issuer (being at least one responsible accounting or financial officer and one director) certifying that no Event of Default has occurred and is continuing since the date of the last such certificate (or, in the case of the first such certificate, the Issue Date) or if such an event has occurred, giving all relevant details of such event.

80

For so long as any Notes are outstanding, the Issuer shall, within ten (10) Business Days of any incurrence of Financial Indebtedness the outstanding principal amount of which exceeds €1,000,000 euros by the Issuer notify in writing the Initial Noteholder or the representative of the masse of Noteholders, as the case may be, of such incurrence of Financial Indebtedness (and such notification shall specify the material details of such Financial Indebtedness and whether such indebtedness constitutes Permitted Financial Indebtedness) and deliver a certificate signed by two members of the senior management of the Issuer (being at least one responsible accounting or financial officer) to that effect, provided that, the Issuer shall, to the extent permitted by applicable laws, notify the Initial Noteholder or the representative of the masse of Noteholders, as the case may be, whether it intends to knowingly disclose or otherwise provide any information that is or may be material non-public and price-sensitive or is insider information within the meaning of applicable insider dealing or market abuse law (including Regulation 596/2014/EU) pursuant to this Condition 6.40 and Initial Noteholder or the representative of the masse of Noteholders, as the case may be, may consent or decline to receive such information.

For so long as any Notes are outstanding, the Issuer shall publish as soon as the same become available, but in any event (i) within 180 days after the end of each of its financial years, commencing with the financial year ended 31 December 2023, the Issuer’s audited consolidated financial statements for such financial year, with accompanying notes and prepared in accordance with IFRS accounting principles generally accepted in France consistently applied, and (ii) within 90 days after the end of the first half of each of its financial years commencing with the six months ended 30 June 2023, the Issuer’s unaudited consolidated financial statements for such period, with accompanying notes.

The Notes will be redeemed on the Maturity Date or, as the case may be, on the relevant early redemption date in accordance with the provisions of Condition 9 (Redemption of the Notes) at their then Outstanding Principal Amount on the Maturity Date or, as the case may be, on the relevant early redemption date.

Furthermore, in the event of exercise of the Conversion Right, as defined in Condition 15.1 (Nature of the Conversion Right), the Noteholders will have the right to receive new Shares. The terms and conditions of the Conversion Right are set out in Condition 15.3 (Terms of allocation pursuant to the Conversion Right).

The exercise of the Conversion Right results in the cancellation of the Notes for which it was exercised.

The Notes will bear interest from the Issue Date (inclusive), at an annual nominal rate of 6%, payable quarterly in arrear on [•], [•], [•] and [•] in each year (each such date, an “Interest Payment Date”) and for the first time on [•] (the “First Interest Payment Date”) up to (and including) the Maturity Date. The period from (and including) the Issue Date to but (excluding) the first Interest Payment Date, and each period from (and including) an Interest Payment Date to (but excluding) the following Interest Payment Date, is referred to as an “Interest Period”.

81

The interest amount per each €50 in outstanding principal amount of the Notes in respect of any Interest Period will be equal to €0.75, being the product of (i) €50 and (ii) the aforementioned annual nominal rate divided by 4 (being the number of Interest Periods normally ending in any year).

Interest due per each then prevailing Outstanding Principal Amount of the Notes in respect of any period which is shorter than an Interest Period will be determined (and rounded down to the nearest whole multiple of €0.01) by the Calculation Agent on the basis of the Actual/Actual (ICMA) day count convention by applying to such Outstanding Principal Amount the product of (a) the above-mentioned annual nominal rate multiplied by (b) the ratio between (x) the actual number of days in the relevant interest period comprised in the relevant Interest Period, and (y) the product of the actual number of days comprised in the relevant Interest Period and 4 (being the number of Interest Periods normally ending in any year).

In respect of any interest payment due on an Interest Payment Date, such interest payment shall be paid by the Issuer in cash unless, subject to Condition 9.2.4, the Issuer elects (in its sole discretion) to exercise the Share Settlement Option in respect of the interest on all but not some only of the Notes by giving notice thereof (an “Interest Share Settlement Option Notice”) (which notice shall be irrevocable) to Noteholders in accordance with Condition 15.9 (Notices) at least two (2) Business Days prior to such Interest Payment Date.

Each Note will cease to bear interest: (i) where the Conversion Right shall have been exercised by a Noteholder, from (and including) the Interest Payment Date immediately preceding the relevant Exercise Date or, if none, the Issue Date, or (ii) where such Note is redeemed or repaid pursuant to Condition 9 from (and including) the due date for redemption or repayment thereof (which shall be, for the avoidance of doubt, in respect of any principal due on any Amortisation Payment Date or SSO Investor Price Limit Option Exercise Date in respect of which a Share Settlement applies, such Amortisation Payment Date or, as the case may be, SSO Investor Price Limit Option Exercise Date) unless payment of principal is improperly withheld or refused or, following any election to exercise the Share Settlement Option, the Issuer fails duly to perform its obligations to issue (and, without prejudice to any of the provisions of these Conditions, which issuance of Shares may (in the Issuer’s discretion) be satisfied by way of the Issuer treating such issuance as a conversion of the relevant amounts due under the Notes into Shares) and deliver the relevant Deliverable Shares in accordance with Condition 9.2, in which event interest will continue to accrue at the rate specified in Condition 8.1 (both before and after judgment) to (but excluding) the date on which payment in full of the amount outstanding is made to Noteholders or, as the case may be, the date on which such issue (and, without prejudice to any of the provisions of these Terms and Conditions, which issuance of Shares may (in the Issuer’s discretion) be satisfied by way of the Issuer treating such issuance as a conversion of the relevant amounts due under the Notes into Shares) and delivery of Deliverable Shares is duly made in accordance with Condition 9.2.

82

Subject to Condition 9.1.3 below and (i) if an initial public offering in the United States by the Issuer (the “IPO”) has not completed prior to the Issue Date, on the date falling three (3) months after the Issue Date or (ii), if the IPO has been completed prior to the Issue Date, on the date falling six (6) months after the Issue Date, and on each three (3) month anniversary thereof ending on (and including) [•] (the “Original Maturity Date”) (each such date, a “Scheduled Amortisation Payment Date”, and each such date as may become subject to deferral or advancement as provided in Condition 9.1.3, an “Amortisation Payment Date”), each Note outstanding (except for any Note in respect of which the Conversion Right has been exercised prior to the relevant Amortisation Payment Date) will be redeemed in instalment payments of €6,250 per Note (the “Amortised Payment Amount”), together with any interest accrued and unpaid thereon.

Upon each redemption of an Amortised Payment Amount on an Amortisation Payment Date or SSO Investor Price Limit Option Exercise Date, the principal amount of each Note shall be reduced accordingly on such Amortisation Payment Date or, as the case may be, SSO Investor Price Limit Option Exercise Date.

In respect of the Amortised Payment Amount (other than any Amortised Payment Amount in respect of which the SSO Investor Price Limit Option is exercised) due on each Amortisation Payment Date, such amount shall be paid in cash unless, subject to Condition 9.2.4, the Issuer elects (in its sole discretion) to exercise the Share Settlement Option pursuant to and in accordance with Condition 9.2 in respect of all but not some only of the Notes by giving notice thereof (a “Principal Share Settlement Option Notice”) (which notice shall be irrevocable) to Noteholders in accordance with Condition 15.9 (Notices) at least two (2) Business Days prior to such Amortisation Payment Date.

83

84

For the purpose of this Condition, “Cash Carve-Out” means the written commitment included in the Senior, Secured Debt Facility to a cash carve-out permitting cash payments by the Issuer to the Noteholders (other than in respect of interest payments due on such Notes), in an amount of €[•] (representing 50% of the aggregate principal amount of the Notes); it being understood and agreed that such Cash Carve-Out does not apply to interest payments due on the Notes because the Senior, Secured Debt Facility permits interest payments on such Notes, without restriction. The utilized amount of the Cash Carve-Out at any time shall be determined by the Issuer.

If:

85

be satisfied by the issue (and, without prejudice to any of the provisions of these Terms and Conditions, which issuance of Shares may (in the Issuer’s discretion) be satisfied by way of the Issuer treating such issuance as a conversion of the relevant amounts due under the Notes into Shares) and delivery to the relevant Noteholder of the relevant number of Deliverable Shares (the “Share Settlement Option” in respect of the relevant Interest Payment Date, Amortisation Payment Date or SSO Investor Price Limit Option Exercise Date, as applicable) with respect to all but not some only of the Notes outstanding on the relevant Interest Payment Date, Amortisation Payment Date or SSO Investor Price Limit Option Exercise Date, as applicable.

Where the Share Settlement Option has been validly exercised, the Issuer shall, subject to Condition 9.2.4, in lieu of the payment of cash in respect of interest on the relevant Interest Payment Date (which is a Scheduled Amortisation Payment Date) or in respect of an Amortised Payment Amount on the relevant Amortisation Payment Date or SSO Investor Price Limit Option Exercise Date, as applicable, effect such payment or partial redemption in respect of such Notes by issuing (and, without prejudice to any of the provisions of these Terms and Conditions, which issuance of Shares may (in the Issuer’s discretion) be satisfied by way of the Issuer treating such issuance as a conversion of the relevant amounts due under the Notes into Shares) and delivering the Deliverable Shares (together with any Additional Deliverable Shares) to the Noteholders as soon as practicable and in any event not later than the Business Day immediately following (x) the first Business Day immediately following the relevant SSO Reference Date or (y) if later, the first Business Day on which the number of Deliverable Shares (and, if applicable, Additional Deliverable Shares) is capable of being determined in accordance with these Terms and Conditions (a “Share Settlement”).

Fractions of Shares will not be issued and delivered pursuant to this Condition 9.2 and no cash payment will be made in lieu thereof. The number of Deliverable Shares to be delivered to each Noteholder will be determined by the Calculation Agent in accordance with Condition 15.10 (Aggregation, Treatment of fractional entitlements).

Promptly following the determination of the applicable Share Settlement Price, Price Limit and number of Deliverable Shares, the Issuer shall give notice thereof to the Noteholders in accordance with Condition 15.9 (Notices).

For the purposes of these Conditions:

“Deliverable Shares” means, in respect of any Noteholder and any interest amount payable on an Interest Payment Date or principal amount of the Notes redeemable on an Amortisation Payment Date or SSO Investor Price Limit Option Exercise Date, in each case which would otherwise be payable in cash, such number of Shares determined in good faith by the Calculation Agent by dividing the relevant interest

86

amount in respect of such Notes on such Interest Payment Date or the relevant Amortised Payment Amount in respect of such Note on such Amortisation Payment Date or SSO Investor Price Limit Option Exercise Date, as applicable, by the Share Settlement Price in respect of such Interest Payment Date or Amortisation Payment Date or SSO Investor Price Limit Option Exercise Date (as applicable).

“SSO Reference Date” means, in respect of any Share Settlement, (i) the relevant Interest Payment Date or Amortisation Payment Date in respect of which the Share Settlement Option is exercised or (ii) the relevant SSO Investor Price Limit Option Exercise Date in respect of which the Share Settlement Option is deemed to be exercised.

If a Principal Share Settlement Option Notice or Interest Share Settlement Option Notice is given and the relevant Share Settlement Price is lower than the Price Limit in effect on the relevant Interest Payment Date or Amortisation Payment Date (or, where Additional Deliverable Shares would (but for the operation of this Condition 9.2.4) be required to be delivered, the relevant Share Settlement Price recalculated pursuant to Condition 9.1.4 (iii) is lower than the Price Limit that would have been in effect on such Interest Payment Date or Amortisation Payment Date had the Conversion Ratio been adjusted on such date in respect of the event giving rise to the Additional Deliverable Shares), notwithstanding anything to the contrary in these Terms and Conditions such Principal Share Settlement Option Notice or Interest Share Settlement Option Notice shall be null and void (and, for the avoidance of doubt, the relevant principal or interest amount shall therefore be paid in cash, subject as provided in the immediately following paragraph).

Where any exercise of the Share Settlement Option is deemed to be null and void pursuant to the immediately preceding paragraph, notwithstanding anything to the contrary in these Terms and Conditions the relevant Amortised Payment Amount or, as the case may be, interest amount shall be paid in cash by Issuer as soon as practicable and at the latest on the relevant Amortisation Payment Date or Interest Payment Date.

If a Principal Share Settlement Option Notice or Interest Share Settlement Option Notice is given but a Share Settlement Liquidity Event occurs (as notified by the Issuer to the Noteholder promptly after the occurrence of such Share Settlement Liquidity Event in accordance with Condition 15.9 (Notices)) on any date falling in the period from (and including) the date on which the Principal Share Settlement Option Notice or Interest Share Settlement Option Notice is given to (and including) the date immediately preceding the date on which the Deliverable Shares are issued or transferred and delivered to Noteholders, then (unless Noteholders representing the Majority Noteholders give notice to the Issuer in accordance with Condition 15.9 (Notices) that such Share Settlement Liquidity Event shall be disregarded for the

87

purpose of this Condition 9.2.5) such Principal Share Settlement Option Notice or Interest Share Settlement Option Notice shall be invalid and annulled and the relevant interest amount or Amortised Payment Amount shall be paid in cash (a) on the relevant Interest Payment Date or Scheduled Amortisation Payment Date (or, as the case may be, the Pre-IPO Deferred Payment Acceleration Option Amortisation Date) or (b) if the relevant Share Settlement Liquidity Event first occurred on or after the Business Day falling immediately prior to the relevant Interest Payment Date or Scheduled Amortisation Payment Date (or, as the case may be, Pre-IPO Deferred Payment Acceleration Option Amortisation Date), on the second Business Day following the date on which such Share Settlement Liquidity Event occurs, provided that where limb (b) above applies the amount of interest and/or principal payable shall be such amount(s) as would have been payable on the relevant Interest Payment Date or Scheduled Amortisation Payment Date (or, as the case may be, Pre-IPO Deferred Payment Acceleration Option Amortisation Date) and Noteholders will not be entitled to any interest or other payment for such delay in receiving such interest and/or principal amount(s) as a result of the Principal Share Settlement Option Notice or Interest Share Settlement Option Notice being deemed to be invalid and annulled as aforesaid.

A “Share Settlement Liquidity Event” shall have occurred on any date if one or more of the following conditions is met:

Promptly upon (i) the Issuer becoming aware that a Share Settlement Free Float Event may have occurred (or would be likely to have occurred, if an Independent Expert had been requested to make such determination, acting reasonably, based on publicly available information) or (ii) a request being made by the Noteholders representing the Majority Noteholders (acting reasonably), the Issuer shall instruct an Independent Expert to make a determination as to the number of Shares comprising the Share Settlement Free Float.

For the purpose of this Condition,

“Offer Period” means any period commencing on the date of first public announcement of an offer or tender (howsoever described) by any person or persons in respect of all or a majority of the issued and outstanding Shares and ending on the date that offer or tender ceases to be open for acceptance or, if earlier, on which that offer or tender lapses or terminates or is withdrawn.

88

A “Share Settlement Free Float Event” shall be deemed to have occurred if the Share Settlement Free Float of the Issuer falls below 25% of the issued and outstanding Shares for any period of at least ten (10) consecutive Business Days (and in any such case the Share Settlement Free Float Event shall be deemed to occur on the last day of such period), as determined by an Independent Expert acting in good faith;

“Share Settlement Free Float” means all issued and outstanding Shares less (i) the aggregate of those Shares held by any person (other than a collective investment scheme, mutual fund, pension fund or other trust or fund) holding 15% or more of the issued and outstanding Shares; (ii) the aggregate of those Shares held by any person or persons who have entered into shareholders’ agreements or lock-up agreements concerning the Shares with a duration of more than six months; and (iii) any Shares held by or on behalf of the Issuer or any affiliate.

The new Shares to be issued upon any exercise of the Share Settlement Option 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 a Record Date 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 Shares (exclusive), the Noteholders 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.

Applications will be made for the admission to trading on the Relevant Exchange of the new Shares issued upon exercise of the Share Settlement Option by delivery of Shares. Accordingly, the new Shares will immediately become fungible with the existing Shares listed on the Relevant Exchange and tradable, as from the date on which they are admitted to trading, on the same listing line as such existing Shares under the same ISIN code FR0012333284.

If the Record Date (as defined in Condition 15.7 (Preservation of Noteholders’ rights) for a transaction that triggers an adjustment of the Conversion Ratio pursuant to Condition 15.7.1 or 15.7.2 occurs prior to the relevant delivery date of the Shares to be delivered pursuant to this Condition 9.1 (and whether such Record Date falls prior to, on or after the relevant Amortisation Payment Date or, as the case may be, Interest Payment Date or SSO Investor Price Limit Option Exercise Date), the Noteholders will have no right to participate in, and will have no right to indemnification in respect of, such transaction, subject as provided below.

89

If the Record Date of the transaction giving rise to an adjustment described in Condition 15.7.1 or 15.7.2 occurs prior to the relevant delivery date of the Shares to be delivered pursuant to Condition 9.1 in circumstances where the Conversion Ratio in effect as of the relevant Amortisation Payment Date or, as the case may be, Interest Payment Date or SSO Investor Price Limit Option Exercise Date does not reflect the relevant adjustment in respect of this transaction pursuant to Condition 15.7.1 or 15.7.2, the Calculation Agent shall recalculate the Share Settlement Price taking into account the Conversion Ratio so adjusted (adjusting where appropriate the Market Price to ensure consistency with the Conversion Ratio so adjusted) and, if the Share Settlement Price so recalculated is different, the Issuer will deliver such number (as determined by the Calculation Agent) of additional Shares (the “Additional Deliverable Shares”), as, together with the number of Deliverable Shares required to be delivered based on the Share Settlement Price determined based on the Conversion Ratio in effect on the Amortisation Payment Date or, as the case may be, Interest Payment Date or SSO Investor Price Limit Option Exercise Date, is equal to such number of Deliverable Shares as would have been required to be delivered had the Conversion Ratio adjusted in respect of such transaction been in effect on such Amortisation Payment Date or, as the case may be, Interest Payment Date or SSO Investor Price Limit Option Exercise Date.

The Noteholders will receive delivery of the Additional Deliverable Shares on the relevant Delivery Date.

Any Noteholder(s) holding no less than 25% of the Outstanding Principal Amount of the Notes, may, upon written notice to the Issuer given before all defaults shall have been cured, cause all the Notes (but not some only) held by any such Noteholders to become immediately due and payable at a price equal to the Early Redemption Amount, as of the date on which such notice for payment is received by the Issuer without further formality, if any of the following events (each an “Event of Default”) shall occur:

90

As soon as practicable following the occurrence of an Event of Default, the Issuer shall give notice thereof to the Noteholders in accordance with Condition 15.9 (Notices) (an “Event of Default Notice”). The Event of Default Notice shall contain a statement informing Noteholders of their entitlement to exercise their Conversion Right as provided in these Terms and Conditions.

As soon as practicable following the date (if any) on which any relevant Event of Default ceases to be continuing, the Issuer shall give notice to the Noteholders in accordance with Condition 15.9 (Notices) of such date.

If at any time while any Note remains outstanding, there occurs a Change of Control, (ii) a Delisting or (iii) a Free Float Event (each as defined below) (each, a “Put Event”), any Noteholder will have the option (in each case, a “Put Option”) to require the Issuer to redeem or, at the Issuer’s option, to procure the purchase of all of the Notes held by it, on the Put Date, at the Outstanding Principal Amount of the Notes plus accrued interest on the Put Date.

91

If a Put Event occurs, the Issuer shall give notice thereof to the Noteholders in accordance with Condition 15.9 (Notices) as soon as practicable upon becoming aware thereof and in any case no later than the date falling fifteen (15) days following such Put Event (a “Put Event Notice”). The Put Event Notice will specify (i) the nature of the Put Event and the circumstances giving rise to it, (ii) the redemption date that will be between the fifth (5^th) and the tenth (10^th) Business Day following the date of the publication of the Put Event Notice (the “Put Date”), (iii) the redemption price and (iv) the procedure for exercising the relevant Put Option and the Put Period.

To exercise the Put Option, Noteholders must make a request to that effect to the Issuer, provided that the relevant Put Request Date must fall during the period from (and including) the date of publication of the Put Event Notice to (and including) the date falling five (5) Business Days prior to the Put Date (the “Put Period”).

The date on which such Put Option exercise request will be deemed to have been so made will be the day on which the last of conditions (A) and (B) below is satisfied (provided that if any such condition is satisfied on a day which is not a Business Day, or after 4:00 p.m. (Paris time) on a Business Day, it shall be deemed to have been satisfied instead on the following Business Day) (the “Put Request Date”):

Once a Put Option exercise request is deemed to have been made as provided above, such request shall be irrevocable.

Provided that the Put Option has been validly exercised in respect of any Note in accordance with the foregoing, the Issuer shall redeem or, at the option of the Issuer, procure the purchase of, such Note on the Put Date at the latest. Payment in respect of such Note will be made on the Put Date at the latest by transfer to the relevant Noteholder. For the avoidance of doubt, the Issuer shall have no responsibility for any cost or loss of whatever kind (including breakage costs) which the Noteholder may incur as a result of or in connection with such Noteholder’s exercise or purported exercise of, or otherwise in connection with, any Put Option (whether as a result of any purchase or redemption arising therefrom or otherwise).

For the purposes of these Terms and Conditions:

A “Change of Control” means the acquisition of Control of the Issuer by one or several individual(s) or legal entity or entities (except, for the avoidance of doubt, funds managed by Truffle Capital and/or affiliates of Truffle Capital), acting alone or in concert, where:

“Control” means holding (directly or indirectly, through companies themselves controlled (within the meaning of article L.233-3 of the French Commercial Code (Code de commerce)) by the relevant individual(s) or entities acting alone or in concert) (x) the majority of the voting rights attached to the Issuer’s shares or (y) more than 40% of these voting rights if no other shareholder(s) of the Issuer, acting alone or in concert, hold(s) (directly or indirectly, through companies themselves controlled by such shareholder(s)) a percentage in excess of such percentage. For the purpose of this definition, “acting in concert” has the meaning given to it in Article L.233-10 of the French Commercial Code (Code de commerce).

92

“Delisting” shall mean that the Shares are no longer listed and admitted to trading on a Regulated Market or other similar market.

A “Free Float Event” shall occur if for any period of at least twenty (20) consecutive Business Days, the number of Shares comprising the Free Float is equal to or less than 25% of the total number of issued and outstanding Shares of the Issuer.

“Free Float” means the aggregate holding of shares held by holders that each own (together with any person or persons with whom they act in concert) shares representing less than 5% of the total issued and outstanding Shares of the Issuer.

Shall cease to be considered outstanding and shall be cancelled in accordance with applicable law (i) the Notes redeemed at or prior to the Maturity Date, (ii) the Notes for which the Conversion Right has been exercised, as well as (iii) the Notes repurchased by the Issuer.

If the Maturity Date or, as the case may be, any other date on which any payment of principal or interest falls due in accordance with these Terms and Conditions is not a Business Day, such payment shall be made on the next following Business Day and, in any such case, the Noteholders will not be entitled to any sum in respect of such postponed payment.

Any claims filed against the Issuer seeking redemption of the Notes will be prescribed (prescrites) at the expiration of a period of ten (10) years from the normal or early redemption date.

Any claims filed against the Issuer for the payment of interest due under the Notes will be time barred (prescrites) after a period of five (5) years from the date on which such interest becomes due.

In accordance with Article L.228-103 of the French Commercial Code (Code de commerce), the Noteholders will be grouped together in a collective group with a legal personality (the “Masse”) to defend their common interests. The Masse will be governed by the provisions of the French Commercial Code (Code de commerce) and by the conditions set out below, provided that notices calling a general meeting of Noteholders and the decisions passed at any general meeting of Noteholders will be given and published only as provided in this Condition 11.

The Noteholders’ general meeting is competent to authorise amendments to the Terms and Conditions of the Notes and to vote on all decisions that require its approval under applicable law. The Noteholders’ general meeting also deliberates on any proposed merger or spin-off of the Issuer pursuant to Articles L.228-65, I, 3°, L.236-13 and L.236-18 of the French Commercial Code (Code de commerce), the provisions of which, along with those of Article L.228-73 of the French Commercial Code (Code de commerce), shall apply.

93

Under current law, each Note carries the right to one vote. The general meeting of Noteholders may not validly deliberate unless the Noteholders present or represented hold at least one-fourth of the Notes carrying voting rights at the first meeting convocation and at least one-fifth at the second meeting convocation. Decisions made by the general meeting of Noteholders are only valid if approved by a majority of two-thirds of the votes of the Noteholders present or represented.

In accordance with Article R.228-71 of the French Commercial Code (Code de commerce), the right of each Noteholder to participate in Noteholders’ general meetings will be evidenced by the entries in the books of the relevant financial intermediary holding the securities accounts of the name of such Noteholder as of 0:00 (Paris time) on the second (2^nd) Business Day in Paris preceding the date set for the meeting of the relevant general meeting.

In accordance with Articles L.228-59 and R.228-67 of the French Commercial Code (Code de commerce), notice of date, hour, place and agenda of any Noteholders’ general meeting will be given by way of a press release published by the Issuer which will also be posted on its website (▇▇▇.▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇) not less than fifteen (15) days prior to the date of such general meeting on first convocation, and five (5) days on second convocation.

Each Noteholder has the right to participate in a Noteholders’ general meeting in person, by proxy, by correspondence and, in accordance with Article L.228-61 of the French Commercial Code (Code de commerce) by videoconference or by any other means of telecommunication allowing the identification of participating Noteholders, as provided mutatis mutandis by Article R.223-20-1 of the French Commercial Code (Code de commerce).

Decisions of Noteholders’ general meetings once approved will be published by way of a press release published by the Issuer which will also be posted on its website (▇▇▇.▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇). The decisions referred to in Articles R.228-61, R.228-79 and R.236-11 of the French Commercial Code (Code de commerce) will be published, to the extent permitted by such Articles, by way of a press release published by the Issuer which will also be posted on its website ▇▇▇.▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇.

Representative of the Masse of Noteholders

In accordance with Articles L.228-47 and L.228-51 of the French Commercial Code (Code de commerce), the general meeting of Noteholders shall be represented by a representative of the masse of Noteholders (hereinafter referred to as the “Representative of the Masse”), which will be appointed in accordance with the provisions of the French Commercial Code (Code de commerce).

The Representative of the Masse will have the power, subject to any contrary resolution of the general meeting of Noteholders, to carry out, on behalf of the Masse all actions of an administrative nature that may be necessary to protect the common interests of the Noteholders.

The Representative of the Masse will exercise its duty until its dissolution, resignation or termination of its duty by a general meeting of Noteholders, until a conflict of interest arises or until it becomes unable to act. Its appointment shall automatically cease on the Original Maturity Date, or if no Notes remain outstanding prior to the Original Maturity Date. His appointment shall automatically cease on the date of total redemption of the Notes, whether at or prior to maturity. This term may be automatically extended, as the case may be, until the final resolution of any legal proceedings in which the Representative of the Masse is involved and the enforcement of any judgments rendered or settlements made pursuant thereto, if applicable.

94

General

The Issuer will bear the cost of compensation of the Representative of the Masse and the expenses of calling and holding general meetings of the Noteholders, the costs related to publishing the decisions thereof, as well as any fees related to the appointment of the Representative of the Masse under Article L.228-50 of the French Commercial Code (Code de commerce), and, more generally, all duly incurred and justified administrative and operational expenses of the Masse (subject to scope of work and budget pre-agreed).

General meetings of the Noteholders will be held at the registered office of the Issuer or such other place as will be specified in the notice convening the meeting. Each Noteholder will have the right, during the fifteen (15) day period preceding such meeting, to review or procure a written copy, whether on his own or by proxy, at the registered head office of the Issuer or any other location specified in the notice of the meeting, of the resolutions to be proposed and reports to be presented at such meeting.

In the event that future issuances of notes give subscribers identical rights to those under the Notes and if the terms and conditions of such future notes so permit, the holders of all such notes shall be grouped together in a single masse.

Sole Noteholder

If and for so long as the Notes are held by a sole Noteholder and unless a Representative of the Masse has been appointed, such Noteholder shall exercise all the powers, rights and obligations entrusted to the Masse by the provisions of the French Commercial Code (Code de commerce). Such sole Noteholder shall hold a register of the decisions it will have taken in this capacity and shall make it available, upon request, to any subsequent holder of all or part of the Notes.

The Notes are expected to be issued on [•] (the “Issue Date”).

The Issue Date of the Notes is also the entitlement and settlement-delivery date.

The Noteholders may only transfer any Notes to any person in compliance with the provisions of the Subscription Agreement.

All payments by or on behalf of the Issuer in respect of the Notes shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within any jurisdiction or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law.

95

If a Tax Deduction is required by law to be made, the amount of the payment due shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required, provided that no such payment shall be made (i) to the extent that such Tax Deduction is imposed due to the failure of the beneficiary of such payment to provide any form, certificate, document, or other information that would have reduced or eliminated such Tax Deduction pursuant to any provision of domestic law or of an applicable tax treaty; or (ii) to the extent such Tax Deduction relates to FATCA; or (iii) where the payment is made to an account opened or held in a non-cooperative jurisdiction as set out in the list referred to Article 238-0 A of the French Tax Code (Code général des impôts) as such list may be amended from time to time or to an entity situated in such a jurisdiction.

For the purpose of this Clause 14.1, FATCA means (a) sections 1471 to 1474 of the Code or any associated regulations; (b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or (c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

96

Investors are invited to contact their usual tax advisor to assess the tax consequences of exercising their Conversion Right.

The Noteholders will have the right (the “Conversion Right”) to require, during the time period defined in Condition 15.2 (Period of the Conversion Right) and in accordance with the terms of Condition 15.3 (Terms of allocation pursuant to the Conversion Right), the Issuer to deliver (by way of conversion of the amounts owed under the Notes) a number of new Shares equal to the product of (i) the Conversion Ratio in effect on the Exercise Date (as defined below), (ii) a fraction, the numerator of which is the Outstanding Principal Amount per Note on such Exercise Date and the denominator of which is the initial principal amount of €100,000 per Note, and (iii) the number of Notes for which the Conversion Right has been exercised in accordance with these Terms and Conditions (subject to the terms of Condition 15.5.3 and Condition 15.10 (Aggregation, Treatment of fractional entitlements)).

Exercise of the Conversion Right results in the cancellation of the Notes for which it was exercised.

For the purpose of these Terms and Conditions:

The “Conversion Ratio” in effect at any time means, per each Note outstanding at such time, initially [•] Shares (being the result (rounded to the nearest whole multiple of 0.0001 Shares (with 0.00005 being rounded upwards)) (as determined by the Calculation Agent) of €100,000 divided by the initial Conversion Price), subject to adjustment from time to time in accordance with Condition 15.7 (Preservation of Noteholders’ rights).

97

Upon exercise of its Conversion Right and subject to the provisions of Condition 15.7.3 (Public offers), each Noteholder will receive new Shares.

The total number of new Shares shall be determined by the Calculation Agent and be equal, for each Noteholder, to the product of (i) the Conversion Ratio in effect on the Exercise Date (as defined below), (ii) a fraction, the numerator of which is the Outstanding Principal Amount per Note on such Exercise Date and the denominator of which is the initial principal amount of €100,000 per Note, and (iii) the number of Notes transferred to the Issuer and for which the Conversion Right has been exercised in accordance with these Terms and Conditions (subject to the terms of Conditions 15.5.1, 15.5.3 and 15.10).

In the event of a share capital increase or issuance of new Shares or securities conferring rights to receive Shares, or any other financial transactions conferring preferential subscription rights (including in the form of subscription warrants) or reserving a priority subscription period for the benefit of the Shareholders, or in the event of a merger or a demerger (scission), the Issuer shall be entitled to suspend the exercise of the Conversion Right for a period not exceeding three (3) months or such other period as may be established by applicable regulations. Any such suspension may not cause the Noteholders to lose their Conversion Right.

The Issuer’s decision to suspend the Conversion Right of the Noteholders will be published in accordance with Condition 15.9 (Notices). This notice shall be published at least seven (7) days before the suspension of the Conversion Right becomes effective. The notice shall specify the dates on which the suspension period begins and ends.

The date of such request will be deemed to be the day on which the last of conditions (A) and (B) below is satisfied (provided that if any such condition is satisfied on a day which is not a Business Day, or after 4:00 p.m. (Paris time) on a Business Day, it shall be deemed to have been satisfied instead on the following Business Day) (the “Conversion Right Exercise Request Date”):

Once a Conversion Right exercise request is deemed to have been made as provided above, such request shall be irrevocable.

98

Any Conversion Right exercise request which has been validly made as provided above will take effect, subject to the provisions of Condition 15.7.3 (Public offers), on the second (2^nd) Business Day following the Conversion Right Exercise Request Date (the “Exercise Date”).

Notwithstanding the foregoing and without prejudice to the provisions of Condition 9.1 (Mandatory redemption by amortisation), in the event that the Conversion Right is exercised pursuant to the provisions of these Terms and Conditions and if the Issuer cannot issue, within the applicable legal limits, a sufficient number of new Shares under the available thresholds allowed by the decision authorizing the issuance of equity securities under which the Notes are being issued, to deliver to Noteholders having exercised their Conversion Right all of the new Shares required to be delivered upon such exercise, the Issuer must (A) notify thereof the relevant Noteholders as soon as practicable after the relevant Conversion Right Exercise Request Date (and to the extent possible within the two (2) Business Days following such Conversion Right Exercise Request Date) and (B) pay to the Noteholders an amount in cash equal to 100% of the value of the Shares that would have been delivered to the Noteholders upon such exercise of the Conversion Right but the Issuer was not able to issue as a result of the applicable legal limits set forth above. This amount will be determined by the Calculation Agent. This cash amount will be payable no later than the third (3^rd) Business Day following the relevant Exercise Date.

All Noteholders with Notes having the same Exercise Date will be treated equally and will have their Notes converted in the same proportion, subject to rounding.

If the Record Date (as defined in Condition 15.7 (Preservation of Noteholders’ rights) for a transaction that triggers an adjustment of the Conversion Ratio (see Condition 15.7.1 or 15.7.2) occurs prior to the relevant delivery date of the Shares upon exercise of the Conversion Right (and whether such Record Date falls prior to, on or after the Exercise Date), the Noteholders will have no right to participate in, and will have no right to indemnification in respect of, such transaction subject to their right to an adjustment of the Conversion Ratio until the delivery date of the Shares (exclusive).

If the Record Date of the transaction giving rise to an adjustment described in Condition 15.7.1 or 15.7.2 occurs prior to the relevant delivery date of the Shares upon exercise of the Conversion Right (and whether such Record Date falls prior to, on or after the Exercise Date) in circumstances where the Conversion Ratio in effect as of the relevant Exercise Date does not reflect the relevant adjustment in respect of this transaction pursuant to Condition 15.7.1 or 15.7.2, the Issuer will deliver such number (as determined by the Calculation Agent) of additional Shares (the “Additional Shares”), as, together with the number of Shares required to be delivered based on the Conversion Ratio in effect on the Exercise Date, is equal to such number of Shares as would have been required to be delivered had the Conversion Ratio adjusted in respect of such transaction been in effect on such Exercise Date, subject to Condition 15.10 (Aggregation, Treatment of fractional entitlements).

99

The Noteholders will receive delivery of the Additional Shares (i) on the relevant Delivery Date or (ii) if the number of Additional Shares could not be determined by the Calculation Agent in time for such delivery to be made on such Delivery Date, as soon as practicable after such determination is made.

The new Shares to be issued upon exercise of the Conversion Right 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 a Record Date 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 Shares (exclusive) (and whether such Record Date falls prior to, on or after the Exercise Date), the Noteholders 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 Condition 15.7 (Preservation of Noteholders’ rights).

It should be noted that in accordance with Condition 15.5 (Conditions of exercise of the Conversion Right) and Condition 15.7 (Preservation of Noteholders’ rights), the Noteholders will have the right to an adjustment of the Conversion Ratio up to the date of the delivery of the Shares (exclusive).

Applications will be made for the admission to trading on the Relevant Exchange of the new Shares issued upon exercise of the Conversion Right. Accordingly, the new Shares will immediately become fungible with the existing Shares listed on the Relevant Exchange and tradable, as from the date on which they are admitted to trading, on the same listing line as such existing Shares under the same ISIN code FR0012333284.

In accordance with the provisions of Article L.228-98 of the French Commercial Code (Code de commerce),

100

Number of Shares in the share capital after the reduction

Number of Shares in the share capital prior to the reduction

The new Conversion Ratio so adjusted will be rounded to the integral multiple of 0.0001 Share (with 0.00005 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 date on which the transaction triggering such adjustment is completed.

In accordance with Articles L.228-99 and R.228-92 of the French Commercial Code (Code de commerce), if the Issuer decides to issue, in any form whatsoever, new Shares or securities giving access to the share capital with a preferential subscription right reserved for Shareholders, to distribute reserves, in cash or in kind, and issue premiums or to modify the allocation of its profits by creating preferred Shares, it will inform the Noteholders by way of a notice published in accordance with Condition 15.9 (Notices).

Following any of the following transactions:

101

which the Issuer may carry out as from the Issue Date, for which the Record Date (as defined below) occurs before the delivery date of the new Shares to be delivered upon exercise of the Conversion Right (or, as the case may be, pursuant to Condition 9.1), the rights of the Noteholders will be maintained up to the delivery date (exclusive) by means of an adjustment to the Conversion Ratio in accordance with and subject to the provisions set forth below.

The “Record Date” is, in respect of any transaction of the type referred to in Condition 15.7.1(C) or paragraphs (A) to (J) below, (i) the date on which the holding of the Shares is established so as to determine which Shareholders are the beneficiaries of such transaction or may take part in such transaction and, in particular, to which Shareholders a dividend, a distribution or an allocation, announced or voted as of this date or announced or voted prior to this date, should be paid, delivered, or completed; or (ii) (to the extent such a date cannot be determined as provided in (i) in the case of a transaction pursuant to paragraph (I) below) such date as is determined in good faith to be appropriate by an Independent Expert.

Such adjustment will be carried out so that, to the nearest integral multiple of 0.0001 Share (with 0.00005 being rounded upwards), the value of the Shares that would have been delivered upon exercise of the Conversion Right (or, as the case may be, pursuant to Condition 9.1) immediately before the completion of any of the transactions mentioned above, is equal to the value of the Shares to be delivered upon exercise of the Conversion Right (or, as the case may be, pursuant to Condition 9.1) 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 Conversion Ratio so adjusted will be rounded to the nearest integral multiple of 0.0001 Share (with 0.00005 being rounded upwards). Any subsequent adjustments will be carried out on the basis of such newly calculated and rounded Conversion Ratio. However, because the Conversion Ratio may only result in the delivery of a whole number of Shares, fractional entitlements will be settled as specified in Condition 15.10 (Aggregation, Treatment of fractional entitlements).

102

Adjustments carried out in accordance with paragraphs (A) to (J) below will become effective on the date on which the transaction triggering such adjustment is completed.

In the event that the Issuer carries out transactions in respect of which no adjustment has been made in accordance with paragraphs (A) to (J) below and a subsequent law or regulation requires an adjustment, the Issuer will apply such adjustment in accordance with applicable laws or regulations and the relevant market practice in effect in France.

In the event that the Issuer carries out a transaction likely to be subject to several adjustments, legal adjustments will apply by priority.

(A) Financial transactions with listed preferential subscription right or with the free allocation of listed subscription warrants

(a) In the event of financial transactions with a listed preferential subscription right granted to the Shareholders, the new Conversion Ratio will be determined by the Calculation Agent by multiplying the Conversion Ratio in effect prior to the relevant transaction by the following formula:

Value of the Share ex right

+ Value of the preferential subscription right

Value of the Share ex right

For the purpose of the calculation of this formula, the values of the Share ex right and of the preferential subscription right will be equal to the arithmetic average of their Opening Prices on each Trading Day comprised in the subscription period.

(b) In the event of financial transactions with free allocation of listed subscription warrants to the Shareholders with the corresponding ability to sell the securities resulting from the exercise of warrants that were unexercised by their holders at the end of their subscription period², the new Conversion Ratio will be determined by the Calculation Agent by multiplying the Conversion Ratio in effect prior to the relevant transaction by the following formula:

Value of the Share after the detachment of the warrant

+ Value of the warrant

Value of the Share after the detachment of the warrant

103

For the purpose of the calculation of this formula:

Number of Shares included in the share capital after the transaction

Number of Shares included in the share capital prior to the transaction

Value of the Share prior to the distribution

Value of the Share prior to the distribution – Amount distributed per Share or

value of the securities or assets distributed per Share

104

For the purpose of the calculation of this ratio:

105

Value of the Share ex-right of free allocation + Value of the financial

instruments allocated to each Share

Value of the Share ex-right of free allocation

For the purpose of the calculation of this formula:

106

The new Conversion Ratio will be determined by the Calculation Agent by multiplying the Conversion Ratio in effect prior to the relevant transaction by the exchange ratio of Shares of the Issuer to the shares of the merging company or the beneficiary companies of a demerger. The merging company (or, in the case of multiple beneficiary companies of a demerger, such company or companies as is or are determined in good faith to be appropriate by an Independent Expert) will automatically be substituted for the Issuer for the purpose of the performance of its obligations towards the Noteholders and from such point such merging company or the beneficiary company or companies of a demerger as aforesaid shall constitute the Issuer for the purpose of these Terms and Conditions, subject to any technical changes to these Terms and Conditions required to be made to that effect as may be determined in good faith to be appropriate by an Independent Expert.

Value of the Share x (1- Pc%)

Value of the Share – (Pc% x Repurchase price)

For the purpose of the calculation of this formula:

Value of the Share before the redemption

Value of the Share before the redemption – Amount of the redemption per Share

107

For the purpose of the calculation of this formula, the value of the Share before the redemption will be equal to the Volume-Weighted Average Price of the Share over the period comprising the last three (3) Trading Days preceding the Trading Day on which the Shares are first traded ex-redemption on the Relevant Exchange.

Value of the Share prior to the modification

Value of the Share prior to the modification – Reduction per Share of the right to profits

For the purpose of the calculation of this formula:

(a) In the case of creation of preferred shares which do not result in a modification of allocation of the Issuer’s profits, the adjustment of the Conversion Ratio, if any, will be determined by an Independent Expert.

(b) Notwithstanding the foregoing, if such preferred shares are issued with upholding of the preferential subscription rights of the Shareholders or by way of a free allocation to the Shareholders of warrants exercisable for such Shares, the new Conversion Ratio will be adjusted in accordance with paragraphs (A) or (E) above, as applicable.

In the event of the payment by the Issuer of any dividend, interim dividend or any distribution paid in cash or in kind to the Shareholders (excluding any dividend or distribution (or fraction of a dividend, interim dividend or distribution) leading to an adjustment in the Conversion Ratio by virtue of paragraphs 15.7.2(A) through 15.7.2(I) above) (prior to any withholdings and without taking into account any deductions or tax credits that may be applicable) (a “Dividend”), the new Conversion Ratio will be determined by the Calculation Agent by multiplying the Conversion Ratio in effect prior to the relevant transaction by the following formula:

STP

STP - ADD

108

where:

Under current French regulations, any public offer (in cash or in securities, in cash and securities, etc.) filed by a third party for the Shares would also be required to be made for all securities giving access to the share capital of or voting rights in the Issuer, and, therefore, the Notes described in these Terms and Conditions. Any such offer proposal and the offer document setting out the terms and conditions of such offer would be subject to prior review by the French Financial Markets Authority (Autorité des marchés financiers) (the “AMF”) (or its successor), which would determine the admissibility of the offer based on the elements presented.

109

If the Shares are subject to a public offer (tender, exchange, mixed, etc.), which may result in a Change of Control, or a public offer (tender, exchange, mixed, etc.) is filed as a result of a Change of Control, and that such public offer is declared admissible by the AMF (or its successor) (any such public offer, a “Public Offer”), then upon any exercise of the Conversion Right in respect of any Note which Conversion Right Exercise Request Date falls in the Relevant Period (as defined below) in respect of such Public Offer, the Issuer shall:

“Relevant Period” means, in respect of a Public Offer, the period:

A. from (and including) the date (the “Offer Opening Date” in respect of such Public Offer) corresponding to the first (1^st) day on which the Shares may be tendered to the offer, and

B. to (and including) the earlier of:

(I) the applicable date pursuant to (i), (ii) or (iii) below:

(i) if the offer is unconditional, the date that is fifteen (15) Business Days after the date of publication by the AMF (or its successor) of the notice of result of the offer or, if the offer is re-opened, the date that is fifteen (15) Business Days after the date of publication by the AMF (or its successor) of the notice of result of the re-opened offer;

110

(ii) if the offer is conditional, (x) if the AMF (or its successor) declares that the offer is successful, the date that is fifteen (15) Business Days after the date of publication by the AMF (or its successor) of the notice of result of the offer or, if the offer is re-opened, the date that is fifteen (15) Business Days after the date of publication by the AMF (or its successor) of the notice of result of the re-opened offer or (y) if the AMF (or its successor) declares that the offer is unsuccessful, the date of publication by the AMF (or its successor) of the notice of result of the offer; or

(iii) if the bidder withdraws the offer, the date on which such withdrawal is published; and

(II) the last day of the Exercise Period.

Delivery of shares and payment of interest resulting from the exercise of the Conversion Right during the Relevant Period in the case of a Public Offer

Notwithstanding the provisions of Condition 15.5 (Conditions of exercise of the Conversion Right), in the event of the exercise of the Conversion Right which Conversion Right Exercise Request Date falls during a Relevant Period, the relevant Exercise Date will be deemed to be such Conversion Right Exercise Request Date and the corresponding Shares will be delivered, and the relevant Additional Interest Amount will be paid no later than on the second (2^nd) Business Day following such Exercise Date.

The adjustments to the Conversion Ratio will be calculated by the Calculation Agent.

In the event of an adjustment, the Issuer will, promptly after the determination thereof, inform the Noteholders through a notice published in accordance with Condition 15.9 (Notices) below.

In addition, the board of directors of the Issuer will report the calculations and results of all adjustments in the annual report following such adjustment.

(A) All notices to be given by the Issuer in accordance with this Condition 15.9 to the Noteholders shall be validly given if sent by registered letter with acknowledgement of receipt to the address of the relevant Noteholder as notified by such Noteholder to the Issuer or if sent by e-mail to the e-mail address of the relevant Noteholder as provided by such Noteholder to the Issuer, provided that:

(i) any notification made by registered letter shall be also made by electronic mail; and

(ii) each Noteholder may notify the Issuer in accordance with this Condition 15.9 with at least ten (10) Business Days’ notice of any change of address and/or e-mail address in respect of such Noteholder.

(B) All notices to be given by any Noteholder in accordance with this Condition 15.9 to the Issuer shall be validly given if sent by registered letter with acknowledgement of receipt to the address of the Issuer or if sent by e-mail in each case as specified below:

111

provided that:

(i) any notification made by registered letter shall be also made by e-mail; and

(ii) the Issuer may notify the Noteholders in accordance with this Condition 15.9 with at least ten (10) Business Days’ notice of any change of address and/or e-mail address in respect the Issuer.

(C) In the case of each of (A) and (B), the relevant notice shall be deemed to be given in accordance with this Condition 15.9 (regardless of when the registered letter (if any) is received by the relevant recipient) at the time the relevant receipt of the e-mail being read is given, or where no read receipt is requested by the sender, at the time of sending, provided that no delivery failure notification is received by the sender within 24 hours of sending such e-mail.

Each Noteholder exercising its Conversion Right in relation to the Notes may receive, as the case may be, a number of Shares calculated by the Calculation Agent in accordance with Condition 15.3 (Terms of allocation pursuant to the Conversion Right) based on the aggregate number of Notes transferred to the Issuer and for which the Conversion Right has been exercised by such Noteholder.

If the number of Shares thus calculated is not a whole number, such number shall be rounded down to the nearest whole number of Shares and the relevant Noteholder will receive an amount in cash determined by the Calculation Agent and equal to the product (rounded to the nearest whole multiple of €0.01 (with €0.005 being rounded upwards)) of (i) the fraction of a Share so rounded down and (ii) the Closing Price of the Share on the Trading Day immediately preceding the Conversion Right Exercise Request Date.

Solely upon the completion of the IPO or such other time as the Issuer becomes a Reporting Company in the United States, and any Noteholder shall not have the right to convert any Note pursuant to these Terms and Conditions and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, such Noteholder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Shares of the Issuer outstanding immediately after giving effect to such conversion. For purposes of the foregoing provision, the aggregate number of Shares beneficially owned by any such Noteholder and the other Attribution Parties shall include the number of Shares held by the relevant Noteholder and all other Attribution Parties plus the number of Shares issuable upon conversion of any Note with respect to which the determination of such provision is being made, but shall exclude Shares which would be issuable upon (A) conversion of the remaining, nonconverted portion of any Note beneficially owned by the Noteholder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Issuer (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Noteholder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Condition 15.11.

112

For purposes of this Condition 15.11, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “1934 Act”). For purposes of determining the number of outstanding Shares any relevant Noteholder may acquire upon the conversion of any Note without exceeding the Maximum Percentage, such Noteholder may rely on the number of outstanding Shares as reflected in (x) the Issuer’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Issuer or (z) any other written notice by the Issuer setting forth the number of Shares outstanding (the “Reported Outstanding Share Number”).

If the Issuer receives a request for the exercise of any Conversion Right from a Noteholder at a time when the actual number of outstanding Shares is less than the Reported Outstanding Share Number, the Issuer shall notify the relevant Noteholder in writing of the number of Shares then outstanding and, to the extent that such conversion request would otherwise cause the relevant Noteholder’s beneficial ownership, as determined pursuant to this Condition 15.11, to exceed the Maximum Percentage, such Noteholder must notify the Issuer of a reduced number of Shares to be purchased pursuant to such conversion request.

For any reason at any time, upon the written (which may be an e-mail) or oral request of the relevant Noteholder, the Issuer shall within one (1) Business Day confirm orally and in writing (which may be by e-mail) to the relevant Noteholder the number of Shares then outstanding.

In any case, the number of outstanding Shares shall be determined after giving effect to the conversion or exercise of securities of the Issuer, including any Note, by the Noteholder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Shares to the relevant Noteholder upon conversion of any Note results in such Noteholder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Shares (as determined under Section 13(d) of the 1934 Act), the number of Shares so issued by which the Noteholder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Noteholder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Issuer, the Noteholder may from time to time increase (with such increase not effective until the sixty-first (61^st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61^st) day after such notice is delivered to the Issuer and (ii) any such increase or decrease will apply only to the Noteholder and the other Attribution Parties and not to any other Noteholder of Notes (each, an “Other Noteholder”, and collectively, the “Other Noteholders”) that is not an Attribution Party of the Noteholder.

113

For the avoidance of doubt, the Shares issuable pursuant to the terms of any Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Noteholder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to convert any Note pursuant to this Condition 15.11 shall have any effect on the applicability of the provisions of this Condition 15.11 with respect to any subsequent determination of convertibility. The provisions of this Condition 15.11 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Condition 15.11 to the extent necessary to correct this Condition 15.11 (or any portion of this Condition 15.11) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Condition 15.11 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Condition 15.11 may not be waived and shall apply to a successor Noteholder.

For the purpose of this Condition 15.11:

“Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder funds or managed accounts, currently, or from time to time after the Issue Date, directly or indirectly managed or advised by the Noteholder’s investment manager or any of its affiliates or principals, (ii) any direct or indirect affiliates of the Noteholder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a group together with the Noteholder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Issuer’s Shares would or could be aggregated with the Noteholder’s and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of the foregoing is to subject collectively the Noteholder and all other Attribution Parties to the Maximum Percentage; and

“affiliate” has the meaning given to it in Rule 501(b) of Regulation D under the Securities Act.

“Reporting Company” means a company that is required to file reports periodically with the U.S. Securities and Exchange Commission under section 12, 13 or 15(d) of the Act 1934, as amended.

Upon delivery by the Issuer to the Noteholder (or receipt by the Issuer from the Noteholder) of any notice in accordance with these Terms and Conditions, unless the Issuer has in good faith determined that the matters relating to such notice do not constitute material, non-public information and/or Restricted Information relating to the Issuer or any of its Subsidiaries, the Issuer shall on or prior to 9:00 am (Paris time) on the Business Day immediately following such notice delivery date, publicly disclose such material, non-public information and/or Restricted Information on a Report of a Foreign Private Issuer on Form 6-K, or if the Issuer is not then a Reporting Company, by such other means as may be permitted by applicable law. In the event that the Issuer believes that a notice contains material, non-public information and/or Restricted Information relating to the Issuer or any of its Subsidiaries, the Issuer so shall indicate to the Noteholder explicitly in writing in such notice (or immediately upon receipt of notice from the Noteholder, as applicable), and in the absence of any such written indication in such notice (or notification from the Issuer immediately upon receipt of notice from the Noteholder), the Noteholder shall be entitled to presume that information contained in the notice does not constitute material, non-public information and/or Restricted Information relating to the Issuer or any of its Subsidiaries.

114

For the purposes of this Condition, “Restricted Information” means any information that is insider information within the meaning of applicable insider dealing or market abuse law (including Regulation 596/2014/EU).

In connection with the Notes, Conv-Ex Advisors Limited has been appointed as Calculation Agent.

The Issuer reserves the right at any time to modify or terminate the appointment of the Calculation Agent and/or appoint a substitute Calculation Agent or approve any change in the office through which such agent acts, provided that, so long as any Note is outstanding, there will at all times be a Calculation Agent.

Adjustments, calculations and determinations performed by the Calculation Agent or, where applicable, an Independent Expert, pursuant to these Terms and Conditions shall be so made upon request by the Issuer and shall be final and binding (in the absence of bad faith or manifest error and subject to any determinations by an Independent Expert) on the Issuer, the Noteholders and (in the case of adjustments, calculations and determinations performed by an Independent Expert) the Calculation Agent. The Calculation Agent may, subject to the provisions of the Calculation Agency Agreement (including with respect to costs and expenses), 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 of the Masse or the Noteholders in respect of anything done, or omitted to be done, relating to that matter in good faith in accordance with that adviser’s opinion.

The Calculation Agent is acting exclusively as an agent for and upon request from the Issuer. Neither the Calculation Agent (acting in such capacity) nor any Independent Expert appointed in connection with the Notes (acting in such capacity), shall have any relationship of agency or trust with, and shall incur no liability as against, the Noteholders, the Representative of the Masse and (in the case of adjustments, calculations and determinations performed by an Independent Expert) the Calculation Agent.

If any doubt shall arise as to whether an adjustment falls to be made to the Conversion Ratio or as to the appropriate adjustment to the Conversion Ratio or any determination required to be made by the Calculation Agent in accordance with these Terms and Conditions, and following consultation between the Issuer, the Calculation Agent and an Independent Expert, a written opinion of such Independent Expert in respect thereof shall be conclusive and binding on the Issuer, the Noteholders and the Calculation Agent, save in the case of manifest error.

115

Closing Certificate

[Letterhead of the Issuer]

Paris, [•]

ABIVAX

[€35,000,000 Amortizing Senior Notes Convertible into New Shares of Abivax due 2027 / €[•],000,000 Amortizing Senior Notes Convertible into New Shares of Abivax due [•]] (the “Notes”)

Ladies and Gentlemen,

I serve as [•] ([•]) of Abivax, a société anonyme incorporated under the laws of France (the “Issuer”). This certificate is being rendered pursuant to Clause [3.1/5.1] of the subscription agreement dated 20 August 2023 (the “Subscription Agreement”) by and among the Issuer and the Noteholder, in connection with the offering of the Notes.

Capitalized terms used without definition above have the respective meanings assigned to them in the Subscription Agreement.

As required by Clause [3.1/5.1] of the Subscription Agreement, I hereby certify that (a) the representations and warranties of the Issuer contained in Clause 8 of the Subscription Agreement are true, accurate and correct in all material respects at, and as if made on, the date hereof, (b) the Issuer has performed all of its obligations under the Subscription Agreement to be performed on or before the [Tranche A/Tranche(s) B] Closing Date and (c) as of the date hereof, there has been no material breach of any of the obligations of the Issuer under the Subscription Agreement.

116

(Signature page to the Closing Certificate)

117

CVI INVESTMENTS, INC.

PO Box 309GT, ▇▇▇▇▇▇ House South Church Street

▇▇▇▇▇▇ Town

Grand Cayman

(“Heights”)

August [•], 2023

Ladies and Gentlemen,

We have acted as French counsel to Abivax S.A., a societé anonyme organized under the laws of the France (the “Company”), in connection with the issuance of 350 newly issued bonds convertible into new shares of the Company (Tranche A) with a par value of € 100,000 per bond (the “Convertible Bonds”) to Heights pursuant to (i) a subscription agreement setting out the modalities of Heights’ subscription of the Convertible Bonds issued by the Company, dated August 20, 2023 and entered into by and between the Company and Heights (the “Subscription Agreement”), and (ii) the terms and conditions of the Convertible Bonds, as attached to the Subscription Agreement (the “Terms and Conditions”).

This letter is being furnished to you pursuant to paragraph 2(a) of Annex 5 of the Subscription Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning assigned to them in the Subscription Agreement.

In rendering the opinion expressed below (the “Opinion”), we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of such agreements, corporate records and other instruments and such documents, certificates and receipts of public officials, certificates of officers and other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for rendering the opinions set forth below, including the following documents:

118

(hereinafter referred to as “Examined Documents”).

The Subscription Agreement and the Calculation Agency Agreement are referred to herein as the “Transaction Documents”.

As to the facts upon which this Opinion is based, we have relied, with your consent, upon the foregoing and upon certificates of public officials and certificates and written statements (including the representations and warranties made in the Transaction Documents) of officers, management board members, members of the board of directors, employees and representatives of, and accountants and auditors for, the Company, and the due performance by the parties (other than the Company) of their respective obligations set forth in the Transaction Documents, and we have assumed, in this regard, the truthfulness of such representations. We have not independently established the facts so relied on.

In our examination of the Examined Documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as original documents and the conformity to original documents of all documents submitted to us as copies. In addition, we have assumed that:

119

We have further assumed that there has been no oral modification of, or amendment or supplement (including any express or implied waiver, however arising) to, any of the Examined Documents or any other documents or instruments used by us to form the basis of the opinions expressed below.

This Opinion is furnished to you in connection with the legal matters enumerated below, speaks only as of the date hereof and is limited to the laws of France as in effect on the date hereof as currently construed by the French Conseil Constitutionnel, Cour de Cassation and Conseil d’Etat in their decisions as published in major legal journals. We do not express any opinion as to any laws other than French laws as in effect on the date hereof. The Opinion is a French legal advice. We did not establish or verify the accuracy of facts or the reasonableness of any statement or intention contained in the Examined Documents or verify that no substantial fact or contractual stipulation has been omitted from the Examined Documents. We express no opinion as to tax matters other than with respect to our opinion. We have not undertaken to advise you of any subsequent changes in French law, in the legal status of the Company or any other fact, which hereafter may come to our attention and would be likely to affect the matters evoked herein.

On the basis of the foregoing and such examination of law as we have deemed necessary, and subject to the assumptions and qualifications set forth in this letter, we are of the opinion that:

120

The opinions expressed above are subject to the following qualifications:

121

122

This Opinion is solely furnished to you in connection with the above matter. This Opinion may not be used, disclosed, quoted or mentioned in any manner without our prior written consent. This Opinion may, however, be disclosed by the addressee hereof to: (i) its affiliates and its professional advisors; and (ii) to the extent required by law, regulation or any governmental or competent regulatory authority or in connection with actual legal proceedings relating to the offer and sale of the Convertible Bonds, provided, that no such party to whom the letter is disclosed may rely on the letter without our express consent.

This Opinion is governed by French law and must be construed in accordance with French law.

123