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Subscription Agreement for [ABSAs]/[PFW-BSAs]
The undersigned, [ ] [acting in the name
and on behalf of the investment funds it represents or advises listed hereafter] (the "Subscriber") hereby confirms
its agreement with you as follows:
Each ABSA consists of (i) one (1) Ordinary
Share (each, a "New Share" and collectively, the "New Shares") to which are attached (ii) one
(1) warrant to subscribe initially for 0.9 Ordinary Shares (to be issued), at a price of 1.50 per new Ordinary Share, with a
maturity until 30 July 2027 and including an issuance premium of 1.49 (each, a "Warrant"), for a subscription
price of 1.35 per ABSA (the "Subscription Price").
Each PFW-BSA consists of (i) one
(1) pre-funded warrant (each a "Pre-Funded Warrant" and collectively, the "Pre-Funded Warrants")
to subscribe initially for one (1) Ordinary Share (each a "PFW Share" and collectively, the "PFW Shares")
at an exercise price of 0.01 per PFW Share , to which are attached (ii) one (1) Warrant, for a subscription price of 1.34
per PFW-BSA (the "Pre-Funded Subscription Price") .
The Ordinary Shares issued upon exercise
of the Warrants are referred to, collectively, as the "Warrant Shares".
The terms and conditions of the Warrants
(the "Terms and Conditions of the Warrants") are attached hereto as Exhibit A.
The terms and conditions of the Pre-Funded
Warrants (the "Terms and Conditions of the Pre-Funded Warrants") are substantially similar to the ones issued
on October 17, 2024 by the Company, save for the issuance date, the maturity date and the lockup and transfer restrictions, and with
any other amendments as agreed in good faith by the Company and the Subscribers.
The issuance of the New Shares will
result in an immediate capital increase of 57,359,992.05 (divided into a nominal amount of 424,888.83 and a total issuance
premium of 56,935,103.22) and the issuance of the PFW-BSAs will result in gross proceeds of 58,205,628.24, to be subscribed
for by the Subscriber and the Other Subscribers (as defined in the Terms and Conditions for Subscription of ABSAs, attached hereto as
Annex I-A). The Company shall receive an aggregate amount equal to [115,565,620.29] representing (i) the Subscription
Price for the New Shares and (ii) the Pre-Funded Subscription Price for the Pre-Funded Warrants, from the Subscribers.
Number of [ABSAs]/[PFW-BSAs] (please hand-write the following
below: "good for commitment to subscribe for [(insert number of [ABSAs]/[PFW-BSAs] subscribed in letters)
(insert number of [ABSAs]/[PFW-BSAs] subscribed in numbers)] [ABSAs]/[PFW-BSAs].")1:
Subscription Price per [ABSA]/[Pre-Funded Subscription Price
per PFW-BSAs] (including premium): _______________________
Aggregate Subscription Price (including premium) to be paid
by the Subscriber (the "Subscriber Aggregated Subscription Price"): __________________________________________________________________________________________________________________
The Subscriber Aggregated Subscription Price will be paid in euros
to the Company's account opened in the books of Soci t G n rale Securities Services (copied below)
as set forth in Section 3.2 of Annex I-A.
law requirement: The Investor shall include a handwritten note after signature block "valuable
for [number of [ABSAs]/[PFW-BSAs] subscribed in letters] (number of [ABSAs]/[PFW-BSAs] subscribed in numbers) [ABSAs]/[PFW-BSAs]."
We acknowledge that we received a copy of this
Agreement, including the Annexes and Exhibits hereto.
Please confirm that the foregoing correctly sets
forth the agreement between us by signing in the space provided below for that purpose.
Dated as of: _______________, 2025
Please insert the following
in case of execution of the Agreement by a management company on behalf of investment funds
Name(s) of the investment funds represented
by the Subscriber and number of [ABSAs]/[PFW-BSAs] subscribed by each of them:
________________________________ for _________________________________
________________________________ for _________________________________
________________________________ for _________________________________
________________________________ for _________________________________
Annexes and Exhibits:
[SUBSCRIPTION AGREEMENT SIGNATURE PAGE]
____________________, 2025:
| By: | ||
| Name: | Fr d ric Cren | |
| Title: | Chief Executive Officer |
TERMS AND CONDITIONS FOR THE SUBSCRIPTION OF
Subject to these terms and conditions
(the "Terms and Conditions"), the Company has duly authorized the issuance of (i) 42,488,883 ABSAs, each consisting
of 42,488,883 New Share and 42,488,883 Warrant attached and (ii) 43,437,036 PFW-BSAs each consisting of 43,437,036 Pre-Funded Warrant
and 43,437,036 Warrant attached (together, the "Transaction").
Subject to the Terms and Conditions
of the Warrants, each Warrant shall entitle the Subscriber to subscribe for 0.9 new Ordinary Share of the Company.
The time and date of closing shall be
no later than 2:00pm (CEST) on May 7, 2025, which is three (3) Business Days following the date of the decisions of the Board
of Directors held on May 2, 2025 deciding the issue of the ABSAs and the PFW-BSAs, or such later date as agreed by the Company and
the Subscriber (the "Closing Date"). For purposes of this Agreement, the term "Business Day" shall
mean a weekday on which banks are open for general banking business in the United States and France.
The Company has designated Soci t
G n rale Securities Services as "banque centralisatrice" (the "Centralizing Bank")
to receive the subscriptions and payment of the Subscriber Aggregated Subscription Price (i.e. the Subscription Price for the ABSAs and
the Pre-Funded Subscription Price for the PFW-BSAs) and the Subscription Price for the ABSAs and the Pre-Funded Subscription Price for
the PFW-BSAs being subscribed by the Other Subscribers in accordance with Section 3.3 below.
At the Closing Date, the Company's
obligation to issue the [ABSAs]/[PFW-BSAs] to the Subscriber will be subject to: (i) the receipt by the Company of the relevant statement
of account (attestation d'inscription en compte) relating to the shares and/or pre-funded warrants issued by the Company
on October 11, 2024 and December 13, 2024 (the "T1 Shares" and the "T1 PFW" and the "T1
bis Shares" and "T1 bis PFW" respectively) either (x) owned by the Subscriber or (y) owned by an
authorized transferee as detailed in the subscription agreements related to such T1 Shares and/or T1 PFW and T1 bis Shares and/or T1 bis
PFW (the "T1 / T1 PFW Subscription Agreement" and the "T1 bis / T1 bis PFW Subscription Agreement")
dated no more than five (5) Business Days prior to the Closing Date, (ii) the receipt by the Centralizing Bank of the documentation
necessary for the "know you customer" process, if necessary, (iii) the receipt in a dedicated augmentation de capital
bank account opened at the Centralizing Bank, the details of which are set forth in the signature page of this Agreement of the aggregate
amount equal to the Subscriber Aggregated Subscription Price (i.e. the Subscription Price for the ABSAs and the Pre-Funded Subscription
Price for the PFW-BSAs) and the Subscription Price for the ABSAs and the Pre-Funded Subscription Price for the PFW-BSAs being subscribed
for by the Other Subscribers in an aggregate amount equal to 115,565,620.29 and (iv) the representations and warranties of
the Subscriber contained in Section 6.1 being true and correct in all material respects as of the Closing Date.
Without prejudice to the last paragraph
of Section 3.2(b), in the event of a failure to subscribe the ABSAs or PFW-BSAs, as applicable by any Subscriber, the Company undertakes
to offer to the other Subscribers the right to subscribe to a number of additional ABSAs or PFW-BSAs, as applicable, not subscribed by
the defaulting Subscriber as determined by such other Subscribers, in their sole discretion, which will be allocated pro rata the number
of T1 Shares (and/or T1 PFW if applicable), T1 bis Shares (and/or T1 bis PFW if applicable) subscribed by each Subscriber on October 11,
2024 and December 13, 2024 willing to subscribe to such additional ABSAs or PFW-BSAs, as applicable. In that case, the Closing Date
may be postponed by seven (7) Business Day in order to organize the additional subscription of the Other Subscribers.
At the Closing Date, the Subscriber's
obligation to subscribe for the ABSAs will be subject to (i) the receipt of a certified copy of (x) the minutes of the General
Meeting of the resolutions approving the issuance of the ABSAs and the PFW-BSAs and the resolutions and decisions relating to the Company's
governance (referred to in Section 5.7 of the T1 / T1 PFW Subscription Agreement as amended by the T1 bis / T1 bis PFW Subscription
Agreement) and (y) the decisions of the Board of Directors dated 2 May 2025 authorizing the issuance of the ABSAs and the PFW-BSAs