Common use of Issue and Subscription Clause in Contracts

Issue and Subscription. 2.1 The Tranche B Amortized Bonds will be issued by the Issuer, in one single tranche on the Completion Date, in registered form exclusively reserved to the benefit, amongst others, of natural or legal persons (including companies), trusts or investment funds, or other investment vehicles, in any form, established under French or foreign law, which regularly invest in the pharmaceutical, biotechnological or medical technology sectors of which the Amortized Bonds Subscribers belong to, for a nominal amount of forty million Euros (EUR 40,000,000.00), with a par value of a hundred thousand euros (EUR 100,000) per Amortized Bonds as decided by the chief executive officer (Directeur Général) of the Issuer. The Tranche B Amortized Bonds will confer rights to the Amortized Bonds Subscribers and any subsequent Holder as from their subscription. 2.2 Each Holder represents and warrants that he belongs to one of the categories as defined under the 27th resolution adopted by the General Meeting described above and is a "qualified investor" as defined under Article 2 (e) of Regulation EU n°2017/1129. The Issuer shall provide the Amortized Bonds Subscribers with a Drawdown Notice no less than one (1) day prior to the issuance of Tranche B Amortized Bonds. 2.3 Following Receipt of a Drawdown Notice, the Amortized Bonds Subscribers will subscribe to four hundred (400) Tranche B Amortized Bonds, subject to the conditions precedent set forth in Article 3.1 of the Subscription Agreement, pursuant to a Drawdown Notice, concurrently only with the subscription of the OCA under the OCA Issue Agreement, in accordance with the following breakdown: Tranche B Amortized Bonds Subscriber % Number of Tranche B Amortized Bonds Kreos 66.75% 267 Claret 1 25.00% 100 Claret 2 08.25% 33 2.4 Subscription of the Tranche B Amortized Bonds will be wholly paid up by the Amortized Bonds Subscribers, by bank transfer, to the following account (the “Drawdown Account”): [***] The payment by the Tranche B Amortized Bond Subscribers to the Drawdown Account, or to such other bank account as is agreed in writing between the Tranche B Amortized Bond Subscribers and the Issuer, shall constitute the subscription of the Tranche B Amortized Bonds (or the relevant part thereof) and the Issuer shall thereupon become indebted, as principal and direct obligor, to the Tranche B Amortized Bond Subscribers in an amount equal to the Tranche B Amortized Bonds (or the relevant part thereof) and all interest thereon and other payments due in connection therewith under this Amortized Bonds Issue Agreement. Concurrently with such transfer, each Tranche B Amortized Bonds Subscriber shall send to the Issuer a subscription form substantially in the same terms as the template attached as Schedule 2 hereto.

Issue and Subscription. 2.1 The Tranche B C Amortized Bonds will be issued by the Issuer, in one single tranche on the Completion DateTranche C Issuance Period, in registered form exclusively reserved to the benefit, amongst others, of natural or legal persons (including companies), trusts or investment funds, or other investment vehicles, in any form, established under French or foreign law, which regularly invest in the pharmaceutical, biotechnological or medical technology sectors of which the Amortized Bonds Subscribers belong to, for a nominal amount of forty fifty five million Euros euros (EUR 40,000,000.0055,000,000.00), with a par value of a hundred thousand euros (EUR 100,000) per Tranche C Amortized Bonds as decided by the chief executive officer (Directeur Général) of the Issuer. The Tranche B C Amortized Bonds will will, if issued, confer rights to the relevant Amortized Bonds Subscribers and any subsequent Holder as from their subscription. For the avoidance of doubt, the issuance of the Tranche C Amortized Bonds is entirely at the discretion of the Company. Accordingly, even if all conditions precedent to their issuance as listed in the Subscription Agreement are satisfied, the Company shall remain free not to proceed with such issuance. 2.2 Each Holder represents and warrants that he belongs to one of the categories as defined under the 27th resolution adopted by the General Meeting described above and is a "“qualified investor" ” as defined under Article 2 (e) of Regulation EU n°2017/1129. The Issuer shall provide the Amortized Bonds Subscribers with a Drawdown Notice no less than one thirty (130) day days prior to the issuance of Tranche B C Amortized BondsBonds and such issuance shall be in a minimum principal amount of ten million euros (EUR 10,000,000). 2.3 Following Receipt of a Drawdown Notice, the Amortized Bonds Subscribers will subscribe to four a maximum amount of to five hundred fifty (400550) Tranche B C Amortized BondsBonds requested in such notice, subject to the conditions precedent set forth in Article 3.1 3.2 of the Subscription Agreement, pursuant to a Drawdown Notice, concurrently only with the subscription of the OCA under the OCA Issue Agreement, in accordance with the following breakdown: Tranche B C Amortized Bonds Subscriber % Number Subscribers Proportion of Tranche B C Amortized Bonds (assuming Tranche C will be issued in its maximum nominal amount)% Kreos 66.7566.73% 267 Claret 1 25.0024.91% 100 Claret 2 08.25% 338.36% 2.4 Subscription of the Tranche B C Amortized Bonds will be wholly paid up by the Amortized Bonds Subscribers, by bank transfer, to the following account (the “Drawdown Account”): [***] The payment by the Tranche B C Amortized Bond Subscribers to the Drawdown Account, or to such other bank account as is agreed in writing between the Tranche B C Amortized Bond Subscribers and the Issuer, shall constitute the subscription of the Tranche B C Amortized Bonds (or the relevant part thereof) and the Issuer shall thereupon become indebted, as principal and direct obligor, to the Tranche B C Amortized Bond Subscribers in an amount equal to the Tranche B C Amortized Bonds (or the relevant part thereof) and all interest thereon and other payments due in connection therewith under this Tranche C Amortized Bonds Issue Agreement. Concurrently with such transfer, each Tranche B C Amortized Bonds Subscriber shall send to the Issuer a subscription form substantially in the same terms as the template attached as Schedule 2 hereto.