RELATED PARTY TRANSACTIONS 19 Terms and conditions: it was decided that a severance payment, equal to twelve months of remuneration and calculated on the basis of the last annual remuneration (fixed and variable) will be granted to Mr. Bernard GILLY in the case of termination of his duties as Chief Executive Officer (or of Chairman-Chief Executive Officer, should the Board of Directors decide subsequently to combine the duties of Chairman of the Board of Directors and Chief Executive Officer) regardless of the reason. As an exception to the above, the severance payment will not be paid: (i)Should Mr. Bernard GILLY be removed from his duties as Chief Executive Officer for serious misconduct or gross negligence, as these notions are defined by applicable jurisprudence in French labor law, or (ii) Should Mr. Bernard GILLY resign from his term of office as Chief Executive Officer, except if this resignation relates to sickness or family matters, it being specified that in these two cases, the severance payment will be paid to Mr. Bernard GILLY. Furthermore, it is specified that the severance payment will not be paid if Mr. Bernard GILLY changes his duties within the Group or if he leaves the company, at his initiative, to perform new duties elsewhere. Payment of the severance pay will be subject to the following performance condition: achieving at least 50% of the annual objectives with respect to the previous fiscal year. Reason justifying the interest of this agreement for the company: The granting of this severance payment is justified insofar as it allows for, under certain conditions, a compensation mechanism for the Chief Executive Officer in the event of the loss of his term of office, by offering a protection to a corporate officer who does not have an employment contract and as a result, who is excluded from the protection and compensation provided by the existence of an employment contract. (Agreement authorized by the Board of Directors on March 9, 2017). 2-2 Type and purpose: non-compete clause Person concerned: Mr. Bernard GILLY, Chief Executive Officer of GENSIGHT BIOLOGICS Terms and conditions: it was decided to grant a monthly non-compete payment during one year, as from the departure of Mr. Bernard GILLY from the company, equal to 40% of his last monthly net remuneration, excluding all bonuses (less any other amount received irrespective of the reason in respect of a non-compete obligation), in consideration of the commitment made by Mr. Bernard GILLY, during the same period of one year as from his date of departure from the company: • Not to hold in Europe, Canada, the United States and in any country where the company carries out its business activities, a term of office as a director, or a job position as senior executive, employee or consultant in any company performing the activity, or • Not to own shares in the share capital of a company performing the activity, excluding the holding of an interest in any listed company representing at the most 1% of the share capital held exclusively for personal financial reasons. It being specified that: • The term activity means “the research and development, and the future marketing of all gene therapy products and equipment for orphan ophthalmic diseases”, • The Board of Directors decided to release Mr. Bernard GILLY from this non-compete obligation; this decision should take place at the latest before the expiration of the first month following the date of departure, in which case no amount will be owed by the company. as provided for in Article 17 of the “Third Amendment and Restatement Shareholders’ Agreement” of June 30, 2015. Reason justifying the interest of this agreement for the company: The stipulation of such a non-compete clause and its related compensation is justified insofar as it offers the company the possibility to protect its interest should the Chief Executive Officer subsequently leave the company. (Agreement authorized by the Board of Directors on March 9, 2017). Signed in PARIS and in NEUILLY-SUR-SEINE, March 22, 2018 The Statutory Auditors BECOUZE DELOITTE & ASSOCIÉS F. BROVEDANI S. LEMANISSIER Partner Partner 184– GENSIGHT BIOLOGICS – 2017 Registration Document