> Paris : 47, avenue Hoche - 75008 Paris - Tél. +33 1 58 05 38 05 - Fax +33 1 58 05 38 00 / London : The Broadgate Tower - 20 Primrose Street - London EC2A 2EW - Tel. +44 (0)207 596 2842. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Société Civile Professionnelle d’Avocats - Membre du GIE Capital Ingenium - www.ayachesalama.com

Place our 10 partners in a room with a lot of coffee and some chocolate and pose a simple question: “Who are we?”. Rest assured endless and passionate debate follows. Don’t expect one single answer... However, these are 4 points which we can all unanimously agree on:

First of all, we are an organization made of men and women: so far, nothing new or differentiating. But actually, for those who know us, this does set us apart, as we particularly care for the men and women with whom we work, both our staff and our clients, for their qualities and values, and the commitments which we choose to convey together.

Then, we are lawyers: it is true that we are a far cry from the lawyers of yesterday and that not one of us sputters anymore into a traditional voice recorder. Nevertheless, our profession remains that of counseling our clients in compliance with the rules set by the profession which we honor. We are responsible towards our clients and our duty is to act with due care.

We are also technicians: cases and transactions are increasingly challenging within a legal and regulatory framework which is both complex and constantly changing. The technical dimension has become essential. Each one of us is specialized and none of us will venture into unknown fields without the necessary technical support.

Lastly and especially, we are real entrepreneurs: we have close to 60 individuals in the Firm which, in many respects, operates as a business. We understand the issues faced by our clients, their needs and their doubts, because we share them too. This proximity leads us to use pragmatism, responsiveness, and flexibility as our guidelines, and to always take into account the strategic aspect of cases and transactions.

As we are obviously, individually and collectively, many other things, we invite you to meet with us to discover more.

Who are we?

2003Bruno Erard joins the Firm as head of the Tax department

Schwarzenegger governor of California

1st Chinese in space

A new identity and a new name

Felix Baumgartner breaks the sound barrier during a free fall

2009Creation of Capital INGENIUM between AyacheSalama and Capstan

AYACHESALAMA CELEBRATES ITS 20TH BIRTHDAY

Two of AyacheSalama’s nine partners are women

Michael Jackson, the king of pop, dies

2011 2012An additional strategic team joins the Firm: Patrick Amouzou’s IP/IIT team (Information Technologies, Industry and Intellectual Property)

The Firm’s greeting card wins the Jury’s Favourite Award at the “Prix Opéra”

7 billion human beings on earth

8203510

AYACHESALAMA IS

AREAS OF EXPERTISE

LAWYERS

PARTNERS

YEARS OF EXPERIENCEOVER

OVER

AYACHESALAMA IS:

from to

OUR DNA

KEY DATES

1992 CREATION OF THE FIRM Jodie Foster is awarded

an Oscar for her role in The Silence of the Lambs

1997Increased International DevelopmentReinforced Foreign Partnerships

Dolly: the first cloned mammal

Hong-Kong returned to China

2004

Saddam Hussein captured

Strategic merger with Tordjman & Associés, reinforcing the Firm’s focus on corporate finance work with an emphasis on private equitySetting up of a Banking & finance departmentConfirmation of a mixed French and Anglo-Saxon cultural model

Creation of Facebook by Mark Zuckerberg

AVOCATS RESPONSABLES

from A as in Attorneys to S as in Services tailor-made

Signature of the Maastricht Treaty

OUR PRACTICES

Our team has been active in this market for over 30 years and advises an average of more than 30 transactions per year. It has acquired a major standing in its market.

What we do:

• All types of M&A transactions: transfers, acquisitions, joint-ventures, reorganizations, divestments, carve-outs

• All types of private equity transactions: venture capital, growth capital and Leverage Buy Outs (LBO, LMBO, LMBI, OBO, BIMBO)

• All types of equity financing and group restructuring transactions

• Turnaround transactions (reorganizations, structuring and/or debt renegotiation within the framework of any amicable settlement

procedure (mandat ad hoc, conciliation) or sauvegarde proceedings) with, where appropriate, the joint intervention of the Banking & finance team

How we do it:

• To the best of our ability, thanks to a team over 20 dedicated specialists, including 6 partners with a French and Anglo-Saxon cultural and training background

• In compliance with our values, specifically pragmatism, and with a particular emphasis on technical expertise

• With the support of the other departments of the Firm (Tax, Intellectual Property…) to procure a specific and efficient response to a global issue

Our French and foreign clients:

• Listed and privately held companies and groups, in many assorted business sectors (sometimes even those unexpected)

• Private Equity funds and family offices• Hedge funds and financial service providers• Managers and entrepreneurs

Our team has been operational for over 12 years. It handles on average some 50 cases and transactions per year for major players in the new technologies sector and it is constantly expanding.

What we do:• We advise our clients within the framework of the implementation and

operation of IT and industrial systems as well as in respect of the acquisition, management or transfer of components of their intellectual property assets. These projects cover, inter alia:> the integration, the maintenance and the ongoing operating upkeep

of systems,> outsourcing, the setting up of datacenters and system hosting,> the provision of cloud services (SaaS, PaaS, IaaS, etc.),> helpdesks and support contracts,> the setting up of voice-data telecom networks,> the transfer of technologies, patent licenses, copyright, trademark,

brand and design licenses, > e-commerce and m-commerce,> the dematerialization of exchanges,> telecommunications, electronic communication services,> the setting up of logistical units or services for industry and retail

trade,> the compliance with and declarative formalities arising from the

protection of personal data.

• We also intervene in litigation in the event of disputed performance of these projects and we have developed specific know-how in terms of project remedies

• We work with a top-ranking industrial property firm for patent and trademark filings over an extended period of time

• We handle the most highly specialized issues in terms of competition or distribution with, as applicable, the help of specialists

• We also rely on partners with long term expertise in respect of the valuation of intellectual property rights or damages

How we do it:• With pleasure and thanks to a team of 5 lawyers. Each member uses

his/her technical expertise in order to understand the client’s business processes and their specific constraints

• We often intervene regarding innovative projects and we integrate ourselves, generally from the preparatory phase of tender to the technical and financial offer

• In each case, we analyze the stakes and risks with a view to delivering pragmatic and operational advice

• We strive to be straightforward and understood by our clients

Our French and foreign clients:• Large or small companies, generally innovative • Investors who seek to verify the intangible value of a target acquisition

What we do:• First-ranking expertise in Private Equity, M&A and group restructuring,

resulting from the development and implementation of a large amount of structuring work over the years

• Without omitting the fundamentals, which are corporate tax advice, counseling in connection with tax audits, tax litigation, risk avoidance and optimization

How we do it:• An experienced team with numerous years of tax practice• Experience acquired in large international firms and major corporate

groups• Experience acquired in a corporate environment which offers

pragmatic and operational responses to client requirements• A team size affording personalized and close counseling• Recognized expertise acquired through universities or in private training

organizations, the drafting of technical articles in specialized reviews…and put simply: client loyalty

Our French and foreign clients:• Investment funds• Major groups, small and medium-sized businesses, family shareholders,

managers• Banks

MERGERS & ACQUISITIONS - PRIVATE EQUITYPartners: Alain Levy – Bernard Ayache – David Ayache – Gwenaëlle de Kerviler – Olivier Tordjman – Sandrine Benaroya

Partner: Patrick Amouzou

IP/IIT (INFORMATION TECHNOLOGIES, INDUSTRY AND INTELLECTUAL PROPERTY)

BANKING & FINANCEPartners:Alain Levy – Gwenaëlle de Kerviler – Olivier Tordjman

What we do:• Financing in the broadest sense: loans,

traditional bilateral or syndicated bank funding with a specific focus on acquisi-tion finance (senior and mezzanine) in the context of Leveraged Buy Outs or M&A transactions

• “Special” financing: structured finance, negotiation of derivative master agree-ments for FBF and ISDA contracts, as well as very specialized financing, such as the financing of the digitalization of movie theaters or other unusual assets

• Turnarounds: debt renegotiation or res-tructuring (corporate or LBOs) on behalf of companies, shareholders or creditors (in particular, within the framework of amicable proceedings - mandat ad hoc, conciliation - or sauvegarde proceedings)

How we do it:• We take part in all contemplated stages

of the transaction (structuring, drafting, negotiation, setting up of the financing)

• We handle transactions specifically and globally, thanks to a dedicated team with comprehensive and global skills in corporate finance

• We display pragmatism, thanks to our in-depth knowledge of market practices and the players therein

• We are independant, which allows us to advise both lenders and borrowers or issuers, and to seek changes in market practices without hesitation if the interests of our clients so require

• We are particularly fond of cases with a significant degree of complexity

• We have over 20 years of experience in financing

Our French and foreign clients:• Lenders: banks, financial institutions and

mezzanine funds• Borrowers and issuers: corporate or

financial investors (private equity funds and other investors)

• Law firms which do not have resources in the financial field (either on the lender side or on the issuer/borrower side)

Partner: Bruno Erard

TAX

What we do:• All real estate investment transactions: acquisitions, transfers,

restructuring of real estate assets and real estate companies, etc.:> legal due diligence on contracts, particularly leases,> real estate financing,> negotiation and drafting of the legal documentation,> pre-trial disputes and litigation arising out of these transactions.

• All real estate asset and rental asset management transactions, including:

> negotiation and drafting of business rental agreements: commercial leases and related options, sub-leases, locations gérances, etc.,

> terminations and renewals, both amicable and judicial,> litigation pertaining to the performance of commercial leases,> transfer agreements: purchase of leasing rights, businesses, etc.

How we do it:• In a bespoke manner, thanks to our practical knowledge of our clients’

operations and their market constraints, acquired through more than 20 years of experience in the field

• Efficiently, thanks to our network of institutional investors, major managers of commercial malls, real estate agents, mortgage finance banks, etc.

• Comprehensively, with the help of the Firm’s other departments (Tax team, M&A team regarding complex corporate issues, etc.)

• Thanks to our effective participation in negotiations• Good-humoredly

Our French and foreign clients:• Investors, individuals or institutions

• National or international stores

Owing to the cross-disciplinary nature of the subject matter and in order to offer our clients the most comprehensive service, we act through the Groupement d'Intérêt Economique (Economic Interest Group) Capital INGENIUM, organized in partnership with Capstan, the leading labor law specialist. GIE Capital INGENIUM, exclusively dedicated to employee shareholding and savings, pools the respec-tive expertise of both of our Firms in corporate, financial, tax and labor law and allows us to offer our clients a unique and bespoke solution.

What we do:

• Stock issues reserved for employees, free share allocation plans, stock options, BSPCE (founder warrants), co-investment, FCPE (company mutual fund), PEE (company savings plan), employee profit sharing, structured products, warrants, cash plan, etc.

• Beyond these operations, Capital INGENIUM has become a veritable think tank and a reference with its annual Report on Employee Sharehol-ding and Savings in France, and its active participation in reform projects.

How we do it:

• We take part in all stages of the contemplated transaction (structuring, drafting, negotiation, setting up of the incentives)

• With a network of seasoned international partners in this field, who we selected independently from any other network of partners in other areas and who we regularly audit and put to the test for the benefit of our clients

• A strategic partner for our clients, we have developed unique know-how in providing a legal and economic decision-making tool which affords the selection of the most suitable solution for the benefit of the company, its employees, managers and shareholders

Our French and foreign clients:

• HRMs, Compensation & Benefits managers, CFOs, general managers and in-house counsels

• Listed and privately held companies, investment funds (for programs in respect to their profit sharing plans) and even family owned companies

• In all cases both French clients and foreign groups in respect to their French subsidiaries

What we do:• Reorganization of insolvent companies:

> diagnostic of the situation and the difficul-ties of the corporation,

> advice as to the appropriate proceedings: amicable and confidential (mandat ad hoc, conciliation) or creditor protection (sauvegarde, receivership, liquidation),

> proceedings, relations with court-appoin-ted agents, Commercial Courts, the public administration (ciri, ccsf),

> negotiation and drafting of conciliation pro-tocols, continuation plans, or sauvegarde plans,

> counseling of the creditors of companies experiencing financial difficulties (drafting of claim filings, appointment of controlling creditors, follow up of proceedings),

> counseling of management in the context of a litigation.

• Acquisition of insolvent companies:> screening for targets,> analysis and audit of the transferred

operations,> negotiation and drafting of the acquisition

bids,> follow-up of the proceedings before the

Commercial Courts.

How we do it:• Our team offers its clients genuine expertise

and knowledge of the network of creditor agents and of Commercial Courts

• We offer a financial and legal approach and a responsive and pragmatic service

• We work interactively with the Firm’s other departments, notably the Tax team

• We endeavor to make simple and comprehen-sible that which is otherwise complex and arduous

Our French and foreign clients:• Companies in various business sectors as well

as investorsWhat we do:

• General commercial disputes

• Post-acquisition litigation, M&A and private equity disputes

• Financial services commercial, liability and regulatory disputes

• White-collar crime

• Alternative dispute resolutions (arbitration and mediation)

How we do it:

• A department managed by a partner with more than 30 years of experience and practice, assisted by seasoned associates

• Acknowledged expertise and judicial practice

• Relaxed exchanges and excellent responsiveness

• Permanent availability to our clients with an interactive and intuitu personae relationship

• Team size affording personalized and close counseling

• The reliance, when necessary, upon the expertise of the Firm’s other departments or qualified outside professionals, in order to reinforce our own expertise in respect to specific issues

• A pragmatic approach to issues and a leading role in strategic counseling

• An excellent knowledge of the ambiguities of judicial procee-dings and the judicial environment

• Our motto: do whatever is necessary to avoid a trial, but fight to the end when it becomes inevitable

Our French and foreign clients:

• Investment funds and their Limited Partners, which we counsel regarding liability claims and equity transactions

• Industrial groups, which we advise particularly in connection with post-acquisition disputes

• Investment service providers, which we advise in connection with liability actions, including their liability in connection with market transactions or in connection with labor law disputes with traders

• Pharmaceutical firms, which we advise particularly in connection with defective health products and more generally with their medical liability

• Agribusiness groups, which we advise in the context of abusive economic dependence, breach of arranger briefs, or in criminal law, in respect to misrepresentations or breaches arising under EU aid

Partner: Michel Ayache

LITIGATION

Partner: Denis Salama

REAL ESTATE

EMPLOYEE SHARE INCENTIVE & SAVING SCHEMESPartners: Alain Levy – Bruno Erard – Olivier Tordjman

INSOLVENCYPartner:Denis Salama

Mergers & acquisitions - Private equity

Banking & finance

IP/IIT (Information Technologies, Industry, Intellectual Property)

Litigation

Tax

Real estate

Insolvency

Employee share incentive & saving schemes

Plug Play&expertise, responsiveness, creativity

AyacheSalama avocats> Paris : 47, avenue Hoche - 75008 Paris - Tél. +33 1 58 05 38 05 - Fax +33 1 58 05 38 00> London : The Broadgate Tower - 20 Primrose Street - London EC2A 2EW - Tel. +44 (0)207 596 2842www.ayachesalama.com

Patr

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AyacheSalama goes green!It was with an ironic smile that some greeted this project, given the reams of paper and various supplies we consume, as well as the high utility bills which the Firm clocks up. It was precisely in this context that we sought to initiate within the Firm a collective and individual effort to promote sus-tainable growth. Komin'Green is a process – internal for the time being - whose purpose is not to explain why it has become urgent to discontinue the trade of seal derivative products. Rather, its primary goal is to increase the awareness of the Firm’s lawyers of the ecological and environmental consequences of their daily behavior within the Firm, as well as outside of it. Via genuine and playful activities such as a bio cooking competition or a week of “green” challenges, we wish to encourage positive change in these areas.

A V E N T U R E S K S E D P L E HT S A L O D G E A N A P P E A L DA C S D N O I T A C I F I T O N EX O D E V S H A R E H O L D E R CA N E U T I G U I D A N C E S S RM F L N B S C G O O D W I L L N EA E T I O E O E T S E U Q E R O EL S A O N G U M S S P C Y L W I SA S H N U D T E F T E O C A A T ES O L E S E P R L O N D R P R C GE P I B L H U G O C A E E S R E AH T C B R D T E W K L D M E A R RC I E I T G I R R U M P U S N R EA O N T U O L N G R A N T O T O VY N C D O L A V G L E G A L L C EA S E A C D W S C L O S I N G L L

guidances - delta - decree - court - stock - bonus - ayachesalama - flow - code - grant - union - options - closing - ventures - assets - law - hedge - ebitda - mercy - goodwill - shareholder - output - lapses - helpdesk - gold - advices - merger - licence - lodge an appeal - tax leverages - notification - confess - penal - holding - request - rump corrections - legal - vs - warrant

Owing to the particularly anxiety-producing and time-consuming nature of our professional activities, the Firm has noted that time devoted to sports is no more than residual! And since sports are one of the best means of relaxation, the Firm decided to promote them by organizing the Cool Basketball Association, a foundation for the playful yet athletic practice of basketball for law, finance and corporate professionals. It meets every Tuesday at the gymnasium of the Théophile Gautier School at Neuilly-sur-Seine, offering training

or friendly basketball games among friends and professional relations who want to practice sports on a non-competitive basis, whatever their skills in the field.

For more information see: info.cba@ayachesalama.com

OUR PARTNERS

HAVE A BREAK...

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SUSTAINABLE ATTORNEYS

> Paris : 47, avenue Hoche - 75008 Paris - Tél. +33 1 58 05 38 05 - Fax +33 1 58 05 38 00 / London : The Broadgate Tower - 20 Primrose Street - London EC2A 2EW - Tel. +44 (0)207 596 2842www.ayachesalama.com