YOU ARE ABOUT TO ACCESS A WORKSPACE THAT CONTAINS INFORMATION THAT IS CONFIDENTIAL AND/OR PROPRIETARY RELATING TO OPAL HOLDCO 4 SAS (THE “COMPANY”) AND ITS INDENTURE DATED APRIL 14, 2025 (AS AMENDED, THE “INDENTURE”) GOVERNING ITS €1,250,000,000 5.500% SENIOR SECURED NOTES DUE 2032 AND $1,100,000,000 6.500% SENIOR SECURED NOTES DUE 2032 (COLLECTIVELY, THE “NOTES”) (ALL OF SUCH INFORMATION, WHETHER OR NOT SPECIFICALLY MARKED AS “CONFIDENTIAL” AND WHETHER TRANSMITTED OR MADE AVAILABLE IN WRITING, ELECTRONICALLY, ORALLY OR OTHERWISE, COLLECTIVELY, THE “COMPANY INFORMATION”).
YOU MUST READ THE PROVISIONS BELOW IN THEIR ENTIRETY BEFORE PROCEEDING TO ACCESS THE WORKSPACE.
By clicking the “agree” button you are entering an electronic signature to the following agreement and each time you enter into the workspace, you will be reaffirming such agreement. You should only click the “agree” button if you have the authority to bind your institution to this agreement; “you” shall refer to the person affixing his or her electronic signature by clicking the “agree” button and the institution such person represents.
(1) You confirm that you are:
- a current holder of the Notes;
- a prospective investor in the Notes that is a “qualified institutional buyer” as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or a non-U.S. person as defined in Regulation S under the Securities Act;
- a securities analyst (to the extent providing research and analysis of investment in the Notes to investors and prospective investors therein) reasonably satisfactory to the Company; or
- a market-making financial institution reasonably satisfactory to the Company.
(2) You confirm that you have previously been granted access to this workspace by the Company, such access has not been revoked by the Company, and your user identification and password accurately reflect your identity. The Company reserves the right to accept or reject any request for access, or terminate any access that has been granted, in its discretion.
(3) You agree that you will be bound by the terms and conditions of access including, but not limited to, terms relating to access to and confidentiality of the Company Information.
(4) You agree, for the benefit of the Company and its affiliates, that:
- you shall keep any and all Company Information confidential and shall use such Company Information solely for the purpose of evaluating investment in the Notes;
- you will not copy, download, scan, print, reproduce, retransmit, capture or convey the Company Information in whole or in part without the Company’s prior consent, except that you may print the Company Information for which the print capability has been enabled by this website;
- you will take reasonable precautions to maintain the confidentiality of the Company Information;
- you may disclose any Company Information only to those of your partners, directors, officers, employees, agents, advisors and other representatives (collectively, “your Representatives”) who agree to comply with the conditions herein and who need access to such Company Information to the extent necessary to assist with the evaluation of investment in the Notes;
- you will inform any Representative to which you disclose (as permitted under these conditions) the confidential nature of the Company Information and you shall direct your Representatives to treat such Company Information in accordance with the terms of this agreement; and
- you are responsible for any breach of this agreement that results from the actions or omissions by any of your Representatives.
(5) You agree that neither the Company nor any of its affiliates has any responsibility or liability for the scope or sufficiency or the information you choose to obtain or review in connection with your evaluation of the Company or investment in the Notes. You understand that the information on this website has been prepared to assist prospective investors in making their own evaluation of a potential investment in the Notes, but that the Company does not represent the information as being all-inclusive or as containing all information that may be desirable or required in order to properly evaluate a potential investment in the Notes.
(6) You should promptly return the Company Information, as well as any other related materials the Company may provide to you, to: Attention: Edmond Syriani, 157 Avenue Charles de Gaulle, 92200 Neuilly-sur-Seine if you no longer require the Company Information for the above purposes.
(7) The Company is an express third-party beneficiary of this agreement and shall have the right to enforce your obligations hereunder directly against you. You agree that money damages would not be a sufficient remedy for breach of this agreement and that the Company shall be entitled to equitable relief, including injunction and specific performance.
(8) The Company Information is current only as of its date, and the Company makes no undertaking to update any Company Information.
(9) You hereby undertake to notify the Company immediately upon becoming aware that anything set out above has become inaccurate.
If you have any questions regarding this service or require technical support, please contact
opella_investors@sanofi.com.
