Common use of Deposit with Custodian Clause in Contracts

Deposit with Custodian. Subject to the terms and conditions of this ADW Deposit Agreement and applicable law, Warrants or evidence of rights to receive Warrants (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Warrant Registrar, if any, are closed, by Delivery of the Warrants to the Custodian. Every deposit of Warrants shall be accompanied by the following: (A) (i) in the case of Warrants represented by certificates in bearer form, the requisite coupons and talons pertaining thereto, and (iii) in the case of Warrants delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Warrants to be so transferred, (B) such certifications and payments (including, without limitation, the Depositary's fees and related charges) and evidence of such payments (including, without limitation, stamping or otherwise marking such Warrants by way of receipt) as may be required by the Depositary or the Custodian in accordance with the provisions of this ADW Deposit Agreement and applicable law, (C) if the Depositary so requires, a written order directing the Depositary to issue and deliver to, or upon the written order of, the person(s) stated in such order the number of ADWs representing the Warrants so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The Republic of France, and (E) if the Depositary so requires, an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Warrants are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Warrants or to receive other property in respect of any such deposited Warrants or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Without limiting any other provision of this ADW Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities except as contemplated in Section 2.13 nor (b) any fractional Warrants or fractional Deposited Securities nor (c) a number of Warrants or Deposited Securities which upon application of the ADW to Warrants ratio would give rise to fractional ADWs. No Warrant shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Warrants under the laws and regulations of The Republic of France and any necessary approval has been granted by any applicable governmental body in The Republic of France, if any. The Depositary may issue ADWs against evidence of rights to receive Warrants from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Warrants. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Warrants furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Warrants.

Deposit with Custodian. The Depositary and the Company have been advised that under current ROC law, no deposits of Eligible Securities may be made in the ADS Facility, and no ADSs may be issued against such deposits, without receipt of specific approval of the ROC Securities and Futures Commission (the "SFC"), except in connection with the offering and the issuance of additional Eligible Securities in connection with (i) dividends on or free distributions of Eligible Securities, (ii) the exercise by Holders of their preemptive rights applicable to Eligible Securities evidenced by ADSs in the event of capital increases for cash or (iii) Entitlement Certificates or Shares delivered to holders of Bonds in connection with the exercise of conversion or exchange rights of Bonds for ADSs to the extent covered by SFC approval or (iv) as permitted hereunder, the purchase by any person directly or through the Depositary of Shares on the TSE or delivery of Shares to the Custodian for deposit in the ADS Facility, provided that the total number of ADSs outstanding after an issuance described in clause (iv) does not exceed the number of issued ADSs previously approved by the SFC (plus any ADSs created pursuant to clauses (i) and (ii) above). The Depositary and the Company have been advised that under current ROC law, in calculating the number of ADSs outstanding after the ADSs have been canceled upon the withdrawal of the corresponding Shares from the ADS facility, ADSs will continue to be deemed outstanding solely for such purpose if such Shares have not been sold in the ROC market following their withdrawal and continue to be held in the form of Shares by a non-ROC person. Subject to applicable laws and regulations of the Republic of China and to the terms and conditions of this ADW Deposit Agreement and applicable law, Warrants Eligible Securities or evidence of rights to receive Warrants Eligible Securities (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity capacity, but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or maintained by the Warrant Eligible Securities Registrar, if any, are closed, by Delivery of the Warrants Eligible Securities to the Custodian. Every deposit of Warrants Eligible Securities shall be accompanied by the following: (A) (i) in the case of Warrants Eligible Securities represented by certificates issued in bearer registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the requisite coupons and talons pertaining theretoCustodian, and (iiiii) in the case of Warrants Eligible Securities delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Warrants Eligible Securities to be so transferred, (B) such certifications and payments (including, without limitation, the Depositary's fees and related charges) and evidence of such payments (including, without limitation, stamping or otherwise marking such Warrants Eligible Securities by way of receipt) as may be required by the Depositary or the Custodian in accordance with the provisions of this ADW Deposit Agreement and applicable law, (C) if the Depositary so requires, a written order directing the Depositary to issue execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of ADWs ADSs representing the Warrants Eligible Securities so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The the Republic of FranceChina, provided, however, that no opinion of counsel shall be necessary in connection with the deposit by the Company of a free distribution of Eligible Securities by way of dividend or stock split (other than elective distributions), and (E) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Warrants Eligible Securities are or have been recorded to the Depositary, the Custodian or any nominee of any distribution, or right to subscribe for additional Warrants Eligible Securities or to receive other property in respect of any such deposited Warrants Eligible Securities or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the CustodianCustodian and (ii) subject to ROC law and regulations if the Eligible Securities are registered in the name of the person on whose behalf they are presented for deposit, an authorization entitling the Depositary, the Custodian or any nominee to exercise voting rights in respect of the Eligible Securities for any and all purposes until the Eligible Securities so deposited are registered in the name of the Depositary, the Custodian or any nominee, as representative of the Holders and Beneficial Owners. The Initial Deposit(s) of Eligible Securities into the ADR Facility will be made, by or on behalf of the Company and certain shareholders approved to sell ADSs in the Offering, by (i) the Delivery to the Custodian by the Company of Shares and/or a Certificate of Payment evidencing the irrevocable right to receive the physical share certificates representing the Shares registered in the name of the nominee of the Depositary as representative of the Holders and Beneficial Owners, as instructed by the Depositary and (ii) the Delivery to the Custodian of Shares by or on behalf of certain selling shareholders. Subject to the terms and conditions of this Deposit Agreement, upon such Initial Deposit(s), the Depositary shall execute and deliver ADRs evidencing the ADSs representing the Deposited Securities constituting the Initial Deposit(s) in the manner provided in Section 2.5. Without limiting any other provision of this ADW Deposit Agreement, the Depositary shall instruct the Custodian not to, and neither the Depositary nor the Custodian, nor any nominee, agent or person acting on their behalf, shall not knowingly, accept for deposit (a) any Restricted Securities except as contemplated in Section 2.13 nor (b) any fractional Warrants or fractional Deposited Eligible Securities nor (c) a number of Warrants or Deposited Eligible Securities which upon application of the ADW to Warrants ADS-to-Eligible Securities ratio would give rise to fractional ADWsADSs. No Warrant In addition, the Depositary and the Custodian shall refuse to accept Shares for deposit (i) whenever notified, as hereafter provided, that the Company has restricted transfer of such Shares to comply with delivery or transfer requirements and/or ownership restrictions referred to in this Deposit Agreement or under applicable law or (ii) in the case of a deposit of Shares requested under Section 2.3 (iv), if such deposit is not permitted under any legal restriction notified by the Company to the Depositary from time to time, which restrictions may specify black-out periods during which deposits may not be made, minimum or maximum numbers of Shares and frequencies of deposit. Other than the Eligible Securities deposited by the Company that constitute a free distribution of Eligible Securities by way of dividend or stock split (other than elective distributions), no Eligible Securities shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Warrants Eligible Securities under the laws and regulations of The the Republic of France China and any necessary governmental approval has been granted by any applicable governmental body in The the Republic of FranceChina, if any. The Depositary may issue ADWs ADSs against evidence of rights to receive Warrants Eligible Securities from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the WarrantsEligible Securities. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Warrants Eligible Securities furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the WarrantsEligible Securities.

Deposit with Custodian. The Depositary and the Company have been advised that under Republic of China law, as in effect as of the date hereof, no deposits of Eligible Securities may be made in the NYSE-listed ADR Facility, and no ADSs may be issued against such deposits, without receipt of specific approval of the Republic of China Securities and Futures Commission (the "SFC"), except in connection with (i) the distribution of additional Eligible Securities in connection with dividends on or free distributions of Eligible Securities, (ii) the exercise by Holders of their preemptive rights applicable to Eligible Securities evidenced by ADSs in the event of capital increases for cash, or (iii) the purchase, as permitted hereunder, directly by any person or through the Depositary of Shares on the TSE for deposit in the ADR Facility, provided that the total number of ADSs outstanding after an issuance described in clause (iii) does not exceed the number of issued ADSs previously approved by the SFC in connection with the Offering (plus any ADSs created pursuant to clauses (i) and (ii) above), and subject to any adjustment in the number of Eligible Securities represented by each ADS. The Depositary and the Company have been advised that under ROC law, as in effect as of the date hereof, issuances under clause (iii) above will be permitted only to the extent that previously issued ADSs have been canceled and the Eligible Securities withdrawn from the ADR Facility upon cancellation of such ADSs have been sold on the TSE. Except as contemplated by Section 2.13 hereof, the Depositary will not accept any Shares for deposit pursuant to clause (iii) unless it receives satisfactory opinions of ROC and U.S. counsel to the Company to the effect that such Eligible Securities may lawfully be deposited pursuant to the Deposit Agreement and are not Restricted Securities. The laws of the Republic of China applicable to the deposit of Eligible Securities may change from time to time. There can be no assurances that current law will continue in effect or that future changes of Republic of China law will not adversely affect the ability to deposit Eligible Securities hereunder. The Initial Deposit(s) of Shares into the ADR Facilities will be made, by or on behalf of the Company or the investors (or nominees for the investors) acquiring Shares and/or ADSs in the Offering, by the delivery to the Custodian of a Certificate of Payment evidencing the irrevocable right to receive the physical share certificates representing the Shares registered in the name of the nominee of the Depositary as representative of the Holders, as instructed by the Depositary. Subject to the terms and conditions of this ADW Deposit Agreement and applicable lawAgreement, Warrants or evidence of rights to receive Warrants (other than Restricted Securities) may be deposited by any person (including upon such Initial Deposit(s), the Depositary in its individual capacity but subject, however, in shall execute and deliver ADRs evidencing the case of ADSs representing the Company or any Affiliate of Deposited Securities constituting the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Warrant Registrar, if any, are closed, by Delivery of the Warrants to the Custodian. Every deposit of Warrants shall be accompanied by the following: (A) (iInitial Deposit(s) in the case of Warrants represented manner provided in Sections 2.5 and 2.12. Except as contemplated by certificates in bearer form, the requisite coupons and talons pertaining thereto, and (iii) in the case of Warrants delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Warrants to be so transferred, (B) such certifications and payments (includingSection 2.13, without limitation, the Depositary's fees and related charges) and evidence of such payments (including, without limitation, stamping or otherwise marking such Warrants by way of receipt) as may be required by the Depositary or the Custodian in accordance with the provisions of this ADW Deposit Agreement and applicable law, (C) if the Depositary so requires, a written order directing the Depositary to issue and deliver to, or upon the written order of, the person(s) stated in such order the number of ADWs representing the Warrants so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The Republic of France, and (E) if the Depositary so requires, an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Warrants are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Warrants or to receive other property in respect of any such deposited Warrants or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Without limiting any other provision of this ADW Deposit Agreement, the Depositary shall instruct the Custodian not to, and neither the Depositary nor the Custodian, nor any nominee, agent or person acting on their behalf shall not knowingly, accept for deposit (a) any Restricted Securities except as contemplated in Section 2.13 nor (b) any fractional Warrants or fractional Deposited Eligible Securities nor (c) a number of Warrants or Deposited Eligible Securities which upon application of the ADW to Warrants ADS-to-Eligible Securities ratio would give rise to fractional ADWsADSs. No Warrant Eligible Securities shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Warrants under the laws and regulations of The Republic of France and any necessary approval has been granted by any applicable governmental body in The Republic of France, if any. The Depositary may issue ADWs against evidence of rights to receive Warrants from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Warrants. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Warrants furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Warrants.the

Deposit with Custodian. The Depositary and the Company have been advised that under Republic of China law, as in effect as of the date hereof, no deposits of Eligible Securities may be made in the NYSE-listed ADR Facility, and no ADSs may be issued against such deposits, without receipt of specific approval of the Republic of China Securities and Futures Commission (the "SFC"), except in connection with (i) the distribution of additional Eligible Securities in connection with dividends on or free distributions of Eligible Securities, (ii) the exercise by Holders of their preemptive rights applicable to Eligible Securities evidenced by ADSs in the event of capital increases for cash, or (iii) the purchase, as permitted hereunder, directly by any person or through the Depositary of Shares on the TSE for deposit in the ADR Facility, provided that the total number of ADSs outstanding after an issuance described in clause (iii) does not exceed the number of issued ADSs previously approved by the SFC in connection with the Offering (plus any ADSs created pursuant to clauses (i) and (ii) above), and subject to any adjustment in the number of Eligible Securities represented by each ADS. The Depositary and the Company have been advised that under ROC law, as in effect as of the date hereof, issuances under clause (iii) above will be permitted only to the extent that previously issued ADSs have been canceled and the Eligible Securities withdrawn from the ADR Facility upon cancellation of such ADSs have been sold on the TSE. Except as contemplated by Section 2.13 hereof, the Depositary will not accept any Shares for deposit pursuant to clause (iii) unless it receives satisfactory opinions of ROC and U.S. counsel to the Company to the effect that such Eligible Securities may lawfully be deposited pursuant to the Deposit Agreement and are not Restricted Securities. The laws of the Republic of China applicable to the deposit of Eligible Securities may change from time to time. There can be no assurances that current law will continue in effect or that future changes of Republic of China law will not adversely affect the ability to deposit Eligible Securities hereunder. The Initial Deposit(s) of Shares into the ADR Facilities will be made, by or on behalf of the Company or the investors (or nominees for the investors) acquiring Shares and/or ADSs in the Offering, by the delivery to the Custodian of a Certificate of Payment evidencing the irrevocable right to receive the physical share certificates representing the Shares registered in the name of the nominee of the Depositary as representative of the Holders, as instructed by the Depositary. Subject to the terms and conditions of this ADW Deposit Agreement, upon such Initial Deposit(s), the Depositary shall execute and deliver ADRs evidencing the ADSs representing the Deposited Securities constituting the Initial Deposit(s) in the manner provided in Sections 2.5 and 2.12. Subject to applicable laws and regulations of the Republic of China and to the terms and conditions of this Deposit Agreement and applicable law, Warrants Eligible Securities or evidence of rights to receive Warrants Eligible Securities (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Warrant Eligible Securities Registrar, if any, are closed, by Delivery of the Warrants Eligible Securities to the Custodian. Every deposit of Warrants Eligible Securities shall be accompanied by the following: (A) (i) in the case of Warrants Eligible Securities represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (ii) in the case of Eligible Securities represented by certificates in bearer form, the requisite coupons and talons pertaining thereto, and (iii) in the case of Warrants Eligible Securities delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Warrants Eligible Securities to be so transferred, (B) such certifications and payments (including, without limitation, the Depositary's fees and related charges) and evidence of such payments (including, without limitation, stamping or otherwise marking such Warrants Eligible Securities by way of receipt) as may be reasonably required by the Depositary or the Custodian in accordance with the provisions of this ADW Deposit Agreement and applicable law, (C) if the Depositary so requires, a written order directing the Depositary to issue execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of ADWs American Depositary Shares representing the Warrants Eligible Securities so deposited, (D) evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The the Republic of FranceChina, and (E) if the Depositary so requires, (i) an agreement, assignment or instrument reasonably satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Warrants Eligible Securities are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Warrants Eligible Securities or to receive other property in respect of any such deposited Warrants Eligible Securities or, in lieu thereof, such indemnity or other agreement as shall be reasonably satisfactory to the Depositary or the CustodianCustodian and (ii) if the Eligible Securities are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Custodian to exercise voting rights in respect of the Eligible Securities for any and all purposes until the Eligible Securities so deposited are registered in the name of the Depositary, the Custodian or any nominee. Without Except as contemplated by Section 2.13, without limiting any other provision of this ADW Deposit Agreement, the Depositary shall instruct the Custodian not to, and neither the Depositary nor the Custodian, nor any nominee, agent or person acting on their behalf shall not knowingly, accept for deposit (a) any Restricted Securities except as contemplated in Section 2.13 nor (b) any fractional Warrants or fractional Deposited Eligible Securities nor (c) a number of Warrants or Deposited Eligible Securities which upon application of the ADW to Warrants ADS-to-Eligible Securities ratio would give rise to fractional ADWsADSs. No Warrant Eligible Securities shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Warrants Eligible Securities under the laws and regulations of The the Republic of France China and any necessary governmental approval has been granted by any applicable governmental body in The the Republic of FranceChina, if any. The Depositary may issue ADWs ADSs against evidence of rights to receive Warrants Eligible Securities from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the WarrantsEligible Securities. Such evidence of rights shall may consist of of, without limitation, written blanket or specific guarantees of ownership of Warrants Eligible Securities furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the WarrantsEligible Securities.

Deposit with Custodian. Until the Depositary is notified otherwise, under current ROC law, no deposits of Eligible Securities may be made under this Deposit Agreement, and no ADSs may be issued against such deposits, without receipt of specific approval of the ROC Securities and Futures Commission (the "SFC"), except in connection with the offering and the issuance of additional Eligible Securities in connection with (i) dividends on or free distributions of Eligible Securities, (ii) the exercise by Holders of their preemptive rights applicable to Eligible Securities evidenced by ADSs in the event of capital increases for cash or (iii) the purchase directly by any person or through the Depositary or its agent of Shares on the TSE for delivery to the Custodian or the delivery of Shares already held to the Custodian for deposit, provided that the total number of ADSs outstanding after an issuance described in clause (iii) does not exceed the number of issued ADSs previously approved by the SFC (plus any ADSs created pursuant to clauses (i) and (ii) above). The Depositary and the Company have been advised that under current ROC law, issuances under clause (iii) above will be permitted only to the extent that previously issued ADSs have been canceled and as permitted hereunder. The Depositary may in its discretion refuse to accept any Eligible Securities for deposit pursuant to clause (iii) unless it receives satisfactory evidence or notification from the Company, which may include opinions of ROC and U.S. counsel to the Company, to the effect that such Eligible Securities may lawfully be deposited pursuant to the Deposit Agreement and are not Restricted Securities. Subject to the other provisions hereof, the Depositary may issue ADRs for delivery at the Transfer Office (i) only against deposit of: (a) at the time of any initial issuance by the Company, a global payment certificate which evidences the right to receive common shares, par value NT$10 each of the Company; (b) as permitted above in this Section 2.3, (c) upon issuance of common shares in physical certificate form or scripless form, par value NT$10 of the Company, and the exchange of the Payment Certificates evidenced by a master Payment Certificate listed on the TSE therefore and at all times Shares in form satisfactory to the Custodian; (d) rights to receive Shares from the Company or any registrar, transfer agent, clearing agent or other entity recording Share ownership or transactions; or (ii) pursuant to a Pre-Release Transaction in accordance with Section 5.10 hereof. Subject to any restrictions on deposit provided for under ROC law (including any approvals required from the FSC) and the terms and conditions of this ADW Deposit Agreement and applicable law, Warrants or evidence of rights to receive Warrants (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, howeverAgreement, in connection with the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Warrant Registrar, if any, are closed, by Delivery of the Warrants to the Custodian. Every deposit of Warrants shall be accompanied by the following: (A) (i) in the case of Warrants represented by certificates in bearer formEligible Securities hereunder, the requisite coupons and talons pertaining thereto, and (iii) in the case of Warrants delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Warrants to be so transferred, (B) such certifications and payments (including, without limitation, the Depositary's fees and related charges) and evidence of such payments (including, without limitation, stamping or otherwise marking such Warrants by way of receipt) as may be required by the Depositary or the Custodian may require the following in accordance with the provisions of this ADW Deposit Agreement and applicable law, a form satisfactory to it: (Ca) if the Depositary so requires, a written order directing the Depositary to issue and deliver to, or upon the written order of, the person(s) stated person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADWs ADSs representing such deposited Eligible Securities (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Eligible Securities; (c) instruments assigning to the Warrants so depositedDepositary, the Custodian or a nominee of either any distribution on or in respect of such deposited Eligible Securities or indemnity therefor; and (Dd) proxies entitling the Custodian to vote such deposited Eligible Securities. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to any of Sections 4.1 through 4.5 or Section 4.11 hereof, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Depositary, the Custodian or a nominee of either, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to the Depositary (which it of such registration. Deposited Securities may be an opinion delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of counsel) that all necessary approvals have been granted byor governing the Shares make delivery of certificates therefor impracticable, or there has been compliance with the rules and regulations of, any applicable governmental agency in The Republic of France, and (E) if the Depositary so requires, an agreement, assignment or instrument satisfactory to Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian which provides may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the prompt transfer by any person in whose name Shares, together with delivery of the Warrants are or have been recorded documents, payments and Delivery Order referred to herein to the Custodian or the Depositary. The Company agrees to notify the Depositary of any distribution, changes in ROC law or right otherwise which would permit deposits to subscribe for additional Warrants or to receive other property in respect of any such deposited Warrants or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodianfreely accepted hereunder. Without limiting any other provision of this ADW Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities except as contemplated in Section 2.13 nor (b) any fractional Warrants or fractional Deposited Securities nor (c) a number of Warrants or Deposited Securities which upon application of Securities. In addition, the ADW Depositary and the Custodian may refuse to Warrants ratio would give rise to fractional ADWs. No Warrant shall be accepted accept Shares for deposit unless accompanied by evidence, if any is required by the Depositary, whenever notified in writing that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Warrants under the laws and regulations of The Republic of France and any necessary approval has been granted by any applicable governmental body in The Republic of France, if any. The Depositary may issue ADWs against evidence of rights to receive Warrants from the Company, any agent of the Company or any custodian, registrar, has restricted transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Warrants. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Warrants furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Warrants.Shares to comply with applicable ROC law

Deposit with Custodian. Until the Depositary is notified otherwise, the Company has informed the Depositary that under ROC law, as in effect as of the date hereof, no deposits of Eligible Securities may be made in an ADR Facility, and no ADSs may be issued against such deposits, without receipt of specific approval of the SFB, except in connection with (i) the distribution of additional Eligible Securities in connection with dividends on or free distributions of Eligible Securities, (ii) the exercise by Holders of their preemptive rights applicable to Eligible Securities evidenced by ADSs in the event of capital increases for cash, or (iii) the purchase, as permitted hereunder, directly by any person or through the Depositary of Shares on the TSE for deposit in the Share ADR Facility, provided that the total number of ADSs outstanding after an issuance described in clause (iii) does not exceed the number of issued ADSs previously approved by the SFB in connection with the Offering (plus any ADSs created pursuant to clauses (i) and (ii) above), and subject to any adjustment in the number of Eligible Securities represented by each ADS. Under ROC law, as in effect as of the date hereof, issuances under clause (iii) above will be permitted only to the extent that previously issued ADSs have been canceled and the Shares withdrawn from the Share ADR Facility upon cancellation of such ADSs have been sold on the TSE. Except as contemplated by Section 2.11 hereof, the Depositary will not accept any Shares from the Company or an Affiliate for deposit pursuant to clause (iii) unless it receives satisfactory opinions of ROC and U.S. counsel to the person(s) requesting to make such deposit to the effect that such Shares may lawfully be deposited pursuant to the Deposit Agreement and are not Restricted Securities. The laws of the ROC applicable to the deposit of Eligible Securities may change from time to time. There can be no assurances that current law will continue in effect or that future changes of ROC law will not adversely affect the ability to deposit Eligible Securities hereunder. Subject always to the laws and regulations of the ROC, the Initial Deposit of Eligible Securities into the ADR Facilities will be made, by or on behalf of the Company or the investors (or nominees for the investors) acquiring Eligible Securities and/or ADSs in the Offering, by the Delivery to the Custodian of a Certificate of Payment evidencing the irrevocable right to receive the physical share certificates representing the Shares registered in the name of the nominee of the Depositary as representative of the Holders, as instructed by the Depositary. Subject to the terms and conditions of this ADW Deposit Agreement, upon such Initial Deposit, the Depositary shall execute and deliver ADRs evidencing the ADSs representing the Deposited Securities constituting the Initial Deposit in the manner provided in Sections 2.5 and 2.11. Subject to applicable laws and regulations of the ROC and to the terms and conditions of this Deposit Agreement and applicable law, Warrants Eligible Securities or evidence of rights to receive Warrants Eligible Securities (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Warrant Eligible Securities Registrar, if any, are closed, by Delivery of the Warrants Eligible Securities to the Custodian. Every deposit of Warrants Eligible Securities shall be accompanied by the following: (A) (iA)(i) in the case of Warrants Eligible Securities represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (ii) in the case of Eligible Securities represented by certificates in bearer form, the requisite coupons and talons pertaining thereto, and (iii) in the case of Warrants Eligible Securities delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Warrants Eligible Securities to be so transferred, (B) such certifications and payments (including, without limitation, the Depositary's fees and related charges) and evidence of such payments (including, without limitation, stamping or otherwise marking such Warrants Eligible Securities by way of receipt) as may be required by the Depositary or the Custodian in accordance with the provisions of this ADW Deposit Agreement and applicable law, (C) if the Depositary so requires, a written order directing the Depositary to issue execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of ADWs American Depositary Shares representing the Warrants Eligible Securities so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The Republic of Francethe ROC, and (E) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Warrants Eligible Securities are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Warrants Eligible Securities or to receive other property in respect of any such deposited Warrants Eligible Securities or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the CustodianCustodian and (ii) if the Eligible Securities are registered in the name of the person on whose behalf they are presented for deposit, an instruction or instructions entitling the Custodian to exercise voting rights in respect of the Eligible Securities for any and all purposes until the Eligible Securities so deposited are registered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this ADW Deposit Agreement, the Depositary shall instruct the Custodian not to, and neither the Depositary nor the Custodian, nor any nominee, agent or person acting on their behalf shall not knowingly, accept for deposit (a) any Restricted Securities except as contemplated in Section 2.13 nor (b) any fractional Warrants or fractional Deposited Eligible Securities nor (c) a number of Warrants or Deposited Eligible Securities which upon application of the ADW ADS to Warrants Eligible Securities ratio would give rise to fractional ADWsADSs. No Warrant Eligible Securities shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Warrants Eligible Securities under the laws and regulations of The Republic of France the ROC and any necessary approval has been granted by any applicable governmental body in The Republic of Francethe ROC, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue ADWs Receipts against evidence of rights to receive Warrants Eligible Securities from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the WarrantsEligible Securities. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Warrants Eligible Securities furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the WarrantsEligible Securities.

Deposit with Custodian. Subject to the terms and conditions of this ADW Deposit Agreement and applicable law, Warrants Shares or evidence of rights to receive Warrants Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Warrant Share Registrar, if any, are closed, by Delivery of the Warrants Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Warrants Shares shall be accompanied by the following: (A) (i) IN THE CASE OF SHARES REPRESENTED BY CERTIFICATES ISSUED IN REGISTERED FORM, appropriate instruments of transfer or endorsement, in a form satisfactory to the case of Warrants represented by certificates in bearer formCustodian, (ii) IN THE CASE OF SHARES REPRESENTED BY CERTIFICATES IN BEARER FORM, the requisite coupons and talons pertaining thereto, and (iiiIII) in the case of Warrants delivered by bookIN THE CASE OF SHARES DELIVERED BY BOOK-entry transferENTRY TRANSFER, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Warrants Shares to be so transferred, (B) such certifications and payments (including, without limitation, the Depositary's fees and related chargescharges referred to in Exhibit B hereto) and or evidence of such payments (including, without limitation, stamping or otherwise marking such Warrants Shares by way of receipt) as may be reasonably required by the Depositary or the Custodian in accordance with the provisions of this ADW Deposit Agreement and applicable law, (C) if the Depositary so requires, a written order directing the Depositary to issue execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of ADWs ADSs representing the Warrants Shares so deposited, (D) evidence evidence, if any is required by the Depositary or the Custodian, reasonably satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The Republic of FranceSwitzerland, and (E) if the Depositary so requires, (i) an agreement, assignment or instrument reasonably satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Warrants Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Warrants Shares or to receive other property in respect of any such deposited Warrants Shares or, in lieu thereof, such indemnity or other agreement as shall be reasonably satisfactory to the Depositary or the CustodianCustodian and (ii) if the Shares are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Custodian to exercise voting rights in respect of the Deposited Securities for any and all purposes until the Shares so deposited are registered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this ADW Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities Securities, except as contemplated in by Section 2.13 2.12 of this Deposit Agreement, nor (b) any fractional Warrants Shares or fractional Deposited Securities nor (c) a number of Warrants Shares or Deposited Securities which upon application of the ADW ADS to Warrants Shares ratio would give rise to fractional ADWsADSs. No Warrant Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Warrants Shares under the laws and regulations of The Republic of France Switzerland and any necessary approval has been granted by any applicable governmental body in The Republic of FranceSwitzerland, if any. The Depositary may issue ADWs ADSs against evidence of rights to receive Warrants Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the WarrantsShares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Warrants Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the WarrantsShares.