Full Press Release Details
Subscription Agreement
The undersigned, [-] (the "Subscriber")
hereby confirms its agreement with you as follows:
Number of New Shares: __________________________________________________________
Subscription Price per New Share (including premium): _______________________
Aggregate Subscription Price (including premium) (the "Subscriber
Aggregated Subscription Price"): _____________________________
________________________________________________________________________1
The Subscriber signatory to include handwritten note "undertaking to subscribe [number of shares subscribed written
in words] (number of shares subscribed written in numbers) shares."
[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 New Shares subscribed for by each of them:
________________________________ for _________________________________
________________________________ for _________________________________
________________________________ for _________________________________
________________________________ for _________________________________
The Subscriber Aggregated Subscription Price will
be paid to the account of Stifel Europe Bank AG acting on behalf of the Company for subsequent transfer 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
We acknowledge that we received a copy of this
Subscription Agreement.
Please confirm that the foregoing correctly sets
forth the agreement between us by signing in the space provided below for that purpose.
| By: | |
| Title: |
this ___ day of _____________
| INVENTIVA S.A. | ||
| By: | ||
| Fr d ric Cren | ||
| Title: Chief Executive Officer |
TERMS AND CONDITIONS FOR SUBSCRIPTION OF New
Subject to the terms and conditions
attached as Annex I to the Agreement (the "Terms and Conditions"), the Company has duly authorized the issue of the
New Shares (the "Transaction").
The time and date of closing shall be
no later than noon, Paris time, on the date that is four (4) Business Days following the date of this Agreement (the "Closing
Date") as agreed by the Company and the Subscriber. 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, Qatar and Paris, France.
The Company has designated Soci t
G n rale Securities Services as "banque centralisatrice" and "d positaire"
(the "Centralizing Bank") to receive the subscriptions and payment of the aggregate subscription monies for the New
Shares in accordance with Section 3.3 below.
The Company's obligation to issue
the New Shares to the Subscriber will be subject to (i) the receipt in an augmentation du capital bank account opened at Soci t
G n rale Securities Services, of the Subscriber Aggregated Subscription Price, (ii) the payment of the aggregate subscription
monies in respect of the total number of New Shares subscribed by the Subscriber and the Other Subscribers and (iii) 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.
The Subscriber's obligation to subscribe
for the New Shares will be subject to (i) the receipt of a certified copy of the decisions of the Board of Directors dated 30 August 2023;
(ii) the approval by the French Financial Markets Authority (Autorit des March s Financiers) (the "AMF")
of the French Listing Prospectus (as such term is defined below) prior to the Closing Date; and (iii) the accuracy of the representations
and warranties made by the Company and the fulfillment of the undertakings of the Company to be fulfilled prior to the Closing Date.
The Subscriber's obligations are
expressly not conditioned on the subscription by any or all of the Other Subscribers of the New Shares that such Other Subscribers have
agreed to subscribe from the Company.
The Company's and the Subscriber's
obligation to issue and subscribe for, respectively, the New Shares will be subject to the following condition precedent: no statute,
rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court
or governmental authority of competent jurisdiction that prohibits the subscription of the New Shares.
The account of the Agent to which the
Subscriber Aggregated Subscription Price shall be wired by the Subscriber is set forth in the Signature Page.
The Company, for the purpose of listing
the New Shares on the regulated market of Euronext Paris ("Euronext"), has prepared and filed with the AMF,
in accordance with French legal and regulatory requirements, including the general regulations and instructions of the AMF, a French-language
listing prospectus consisting of (a) the universal registration document (Document d'Enregistrement Universel) filed
with the AMF under number D.23-0183 on March 30, 2023, without prior authorization of the AMF (the "Universal Registration
Document"), as amended by the amendment to the Universal Registration document to be filed with the AMF on 31 August 2023,
(the "Amendment"), (b) a securities note (Note d'Op ration) (the "Note d'Op ration")
and (c) a summary of such listing prospectus (included in the Note d'Op ration), including the documents incorporated
by reference therein (collectively, the "French Listing Prospectus"), which is expected to receive the approval by
the AMF on 31 August 2023. As of the Closing Date, all references to the "Universal Registration Document" shall be deemed
to include the Amendment and the French Listing Prospectus, as approved by the AMF.
In this Agreement, "Affiliate"
means, with respect to the Company, any other person that, directly or indirectly, through one or more intermediaries, Controls or is
Controlled by or is under common Control with such person, in each case from time to time. "Control" shall be construed
by reference to the definition set out Article L. 233-1 of the French Commercial Code
In this Agreement, "Material
Adverse Effect" means any event, violation, or circumstance, individually or in the aggregate that had or could reasonably be
expected to have a material adverse effect on the Company's equity, business, assets, operations, properties, liabilities or conditions
(financial or otherwise), individually or in the aggregate, whether or not arising from transactions in the ordinary course of business,
or on the Company's ability to consummate the Transaction.
Notwithstanding any investigation made
by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Subscriber herein
will survive the execution of this Agreement, the transfer to the Subscriber of the New Shares being subscribed and the payment therefor.
All notices, requests, consents and
other communications required or permitted hereby shall be in writing, will be sent by email, or mailed, and will be deemed given if delivered
by email, upon electronic confirmation of receipt and addressed to the relevant recipient in the manner provided below, and shall be deemed
to have been duly and sufficiently given only if (a) delivered either personally by hand, or by an international courier service,
and, in each case, (b) confirmed by email to the relevant recipient. Notices shall be deemed effective if given on a Business Day,
in the manners prescribed in the immediately preceding sentence, by 13:30 in the place of receipt or on the following Business Day if
completed after 13:30.
All notices will be delivered as addressed
Attention: Fr d ric Cren
This Agreement may not be modified or
amended except by written agreement signed by the Company and the Subscriber.
In case any provision contained in this
Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions
contained herein will not in any way be affected or impaired thereby.
This Agreement will be governed by,
and construed in accordance with, the laws of France. Any dispute or suit relating to the interpretation, validity and performance of
this Agreement, or arising out of or as a consequence hereof, shall be subject to the exclusive jurisdiction of the Tribunal de commerce
Each party to this Agreement acknowledges