Common use of Protective Rights Clause in Contracts

Protective Rights. For three (3) years from the date of this Agreement, if the Company contemplates the issuance of shares (whether ordinary or preferred) or securities giving access to the share capital of the Company with cancellation of shareholders’ preferential subscription right (avec suppression du droit préférentiel de souscription des actionnaires) or reserved to the beneficiary(ies) of such issuance (including issuances made pursuant to Article L.225-147 of the French Commercial Code in the context of a contribution in kind) (a “Dilutive Action”), the Company shall (i) provide Purchaser with no less than seven (7) Business Days’ prior written notice in advance of the opening of the subscription period of such issuance and (ii) assuming valid delegations from the Company’s general meeting of shareholders are in force, it being agreed that the Company shall use its best efforts to ensure that such valid delegations are in force at all times, in order to allow Purchaser to maintain the same percentage in the share capital of the Company (on a non-diluted basis) immediately before and immediately after such Dilutive Action, the Company shall, at the option of Purchaser, upon notice to the Company no more than seven (7) Business Days following the consummation of any such Dilutive Action proceed with an issuance reserved to Purchaser, allowing Purchaser to subscribe for such number of shares or securities so as to allow Purchaser to maintain its percentage in the share capital as in effect prior to giving effect to the Dilutive Action, at the same price and/or conditions, as those offered to the beneficiary(ies) of the Dilutive Action.

Protective Rights. For three two (32) years from the date of this Agreement, if the Company contemplates the issuance of shares (whether ordinary or preferred) or securities giving access to the share capital of the Company with cancellation of shareholders’ preferential subscription right (avec suppression du droit préférentiel de souscription des actionnaires) or reserved to the beneficiary(ies) of such issuance (including issuances made pursuant to Article L.225-147 of the French Commercial Code in the context of a contribution in kind) (a “Dilutive Action”), the Company shall (i) provide any Purchaser who holds at least 5% of the outstanding ADSs with no less than seven two (72) Business Days’ prior written notice in advance of the opening of the subscription period of such issuance and (ii) assuming valid delegations from the Company’s general meeting of shareholders are in force, it being agreed that the Company shall use its best efforts to ensure that such valid delegations are in force at all times, in order to allow Purchaser Purchasers to maintain the same percentage in the share capital of the Company (on a non-diluted basis) immediately before and immediately after such Dilutive Action, the Company shall, at the option of each Purchaser, upon notice to the Company no more than seven (7) Business Days following the consummation of any such Dilutive Action proceed with an issuance reserved to each Purchaser, allowing such Purchaser to subscribe for such number of shares or securities so as to allow Purchaser to maintain its percentage in the share capital as in effect prior to giving effect to the Dilutive Action, at the same price and/or conditions, as those offered to the beneficiary(ies) of the Dilutive Action.

Protective Rights. For three two (32) years from the date of this Agreement, if the Company contemplates the issuance of shares (whether ordinary or preferred) or securities giving access to the share capital of the Company with cancellation of shareholders’ preferential subscription right (avec suppression du droit préférentiel de souscription des actionnaires) or reserved to the beneficiary(ies) of such issuance (including issuances made pursuant to Article L.225-147 of the French Commercial Code in the context of a contribution in kind) (a “Dilutive Action”), the Company shall (i) provide the Purchaser as long as it holds at least 5% of the outstanding ADSs with no less than seven two (72) Business Days’ prior written notice in advance of the opening of the subscription period of such issuance and (ii) assuming valid delegations from the Company’s general meeting of shareholders are in force, it being agreed that the Company shall use its best efforts to ensure that such valid delegations are in force at all times, in order to allow the Purchaser to maintain the same percentage in the share capital of the Company (on a non-diluted basis) immediately before and immediately after such Dilutive Action, the Company shall, at the option of the Purchaser, upon notice to the Company no more than seven (7) Business Days following the consummation of any such Dilutive Action proceed with an issuance reserved to the Purchaser, allowing such Purchaser to subscribe for such number of shares or securities so as to allow the Purchaser to maintain its percentage in the share capital as in effect prior to giving effect to the Dilutive Action, at the same price and/or conditions, as those offered to the beneficiary(ies) of the Dilutive Action.