Exhibit
4.2


 


FORM OF
WARRANT AGENCY AGREEMENT


 


WARRANT AGENCY AGREEMENT dated as of            ,
2006 (this “Agreement”) between Genesys S.A., a société
anonyme organized under the laws of France (the “Company”), The Bank
of New York, a New York banking corporation (the “ADS Warrant Agent).


 


WHEREAS, the Company is offering up to            
ordinary shares in the form of ordinary shares or American Depositary Shares (“ADSs”)
in a warrants offering (the “Warrant Offer”) to existing holders of its
ordinary shares (the “Share Warrants Offer”) and ADSs (the “ADS Warrants Offer”);


 


WHEREAS, in the ADS Warrants Offer, the Company will
grant to existing holders of ADSs issued under the Deposit Agreement dated as
of February 12, 2001, as amended and restated as of March 11, 2005
(the “Deposit Agreement”), among the Company, The Bank of New York, as
Depositary (the “Depositary”), and all owners and beneficial owners from time
to time of ADSs issued thereunder, that are registered on the books of the
Depositary as of the record date (the “Holders”), warrants (the “ADS Warrants”)
to purchase additional ADSs (“New ADSs”). 
Each ADS represents one-half of one share, nominal value €1 per share
(each, a “Share”), of the Company.


 


WHEREAS, the Company wishes to appoint the ADS Warrant
Agent as its agent for administration of the ADS Warrants Offer and the ADS
Warrant Agent is willing to accept that appointment.


 


WHEREAS, the Company has registered the ADS Warrants
and the Shares to which the ADS Warrants relate under the Securities Act of
1933, as amended, and will make the ADS Warrants Offer to each of the Holders
by means of a prospectus prepared by the Company (the “Prospectus”), which will
be accompanied by a certificate evidencing the ADS Warrants that includes a
subscription form and a notice to Holders in the form attached hereto as Exhibit A
(the “Subscription Form”) containing instructions with respect to the number of
New ADSs that may be purchased, the method for subscribing for New ADSs and the
delivery of payment for the New ADSs.


 


NOW, THEREFORE, in consideration of the premises and
mutual agreements contained in this Agreement, the Company and the ADS Warrant
Agent hereby agree as follows:


 


1

















 


ARTICLE I.


 


APPOINTMENT OF THE ADS WARRANT
AGENT


 


The Company hereby appoints The Bank of New York as
the ADS Warrant Agent of the Company in connection with the ADS Warrants Offer
in accordance with the terms and conditions of this Agreement, and The Bank of
New York hereby accepts such appointment upon the terms and subject to the
conditions set forth in this Agreement.


 


ARTICLE II.


 


TERMS OF ADS WARRANTS OFFER


 


2.1.          The subscription period will commence
on or about February 1, 2006 (the actual starting date is called the “Commencement
Date”) and will end at 5:00 p.m., New York time on February 13, 2006
unless the Company extends it (the actual ending date and time is referred to
as the “Expiration Date”). The Commencement Date through the Expiration Date
will constitute the subscription period (the “Subscription Period”).  The Company shall notify the ADS Warrant
Agent of the Commencement Date if different from the date set forth above (and
in the absence of such notice the Warrant Agent may assume that the
Commencement Date is such date) and of any extension of the Expiration Date.


 


2.2.          Holders holding ADSs as of 5:00 p.m.,
New York time, on January 31, 2006 (the “Record Date”) may purchase New
ADSs pursuant to the ADS Warrants Offer at a subscription price that will be
equal to the U.S. dollar equivalent of Euro             
per New ADS (the “Subscription Price”). 
The parties understand that the dollar equivalent of the Subscription
Price set forth in the Prospectus is an estimate and that actual U.S. dollar
equivalent will be determined when the ADS Warrant Agent converts the purchase
money into Euro pursuant to Article VI hereof.  The parties also understand that Holders will
be required to deposit with the ADS Warrant Agent $            (the
“Deposit Amount”) for each New ADS for which they are subscribing in respect of
their ADS Warrants. The Deposit Amount is based on the estimated Subscription
Price set forth in the Prospectus plus an allowance intended to cover currency
exchange rate fluctuations and to pay the Depositary’s fee for issuance of New
ADSs and expenses of the Depositary and the ADS Warrant Agent. In lieu of
delivering fractional ADS Warrants, the ADS Warrant Agent will aggregate the
share Warrants underlying such fractional entitlements and, to the extent practicable,
will arrange for the sale of such fractional share Warrants. The net proceeds
of such sale, if any, will be distributed to the Holders entitled thereto.


 


2.3.          The ADS Warrants are not transferable
by Holders.


 


2

















 


ARTICLE III.


 


DELIVERY OF WARRANTS OFFER
MATERIAL


 


3.1.          On or before the Commencement Date, (a) the
Company will deliver to the ADS Warrant Agent sufficient copies of the
Prospectus, and (b) the ADS Warrant Agent shall have printed for its use
sufficient copies of (i) the Subscription Form, (ii) Substitute Form W-9
and (iii) Guidelines for Certification of Taxpayer Identification Number
of Substitute Form W-9 (the “Guidelines”).


 


3.2.          Unless otherwise instructed in writing
by the Company, on or as soon as practicable after the Record Date, the ADS
Warrant Agent shall send by first class mail or, if so instructed by the
Company, by overnight courier, to each Holder as of the Record Date: (i) a
Prospectus, (ii) a Subscription Form, (iii) a Substitute Form W-9,
(iv) the Guidelines and (v) a return envelope addressed to the ADS
Warrant Agent for use by such Holder (such material, collectively, the “Warrants
Offer Material”).


 


3.3.          In the event that the Warrants Offer
Material is returned to the ADS Warrant Agent for any reason and a proper
delivery thereof cannot be effected to a Holder, the ADS Warrant Agent shall
hold such Warrants Offer Material and the related Holder’s Warrant to purchase
New ADSs under the ADS Warrants Offer will be treated as unexercised. The ADS
Warrant Agent shall supply the Company with such information as the Company may
request with respect to any Warrants Offer Material that cannot be delivered to
a Holder.


 


3.4.          In the event that, prior to the
Expiration Date, any Holder notifies the ADS Warrant Agent that the Warrants
Offer Material to which such Holder is entitled has not been delivered, or has
been lost, stolen or destroyed, the ADS Warrant Agent will furnish to such
Holder a copy of the Warrants Offer Material. The Company agrees to supply the
ADS Warrant Agent with sufficient copies of the Prospectus for such purposes.


 


ARTICLE IV.


 


ACCEPTANCE OF SUBSCRIPTIONS


 


4.1.          The
ADS Warrant Agent is hereby authorized and directed to receive subscriptions
for New ADSs on behalf of the Company throughout the Subscription Period.  Holders shall make payment to the ADS Warrant
Agent of the Deposit Amount in U.S. dollars. 
Such payment must be received by the ADS Warrant Agent no later than
5:00 p.m., New York time, on the Expiration Date.  Any funds that the ADS Warrant Agent receives
during the Subscription Period from Holders in respect of payments for New ADSs
shall be deposited in an account at the ADS Warrant Agent that the ADS Warrant
Agent designates solely for such purpose (the “Deposit Account”) and such funds
shall remain in the Deposit Account until they are distributed in accordance
with Section 6.2.


 


3

















 


As promptly as
practicable after the ADS Warrant Agent receives each Subscription Form, the
ADS Warrant Agent shall determine whether the Holder sending such Subscription Form has
properly completed and executed such form and has submitted the correct Deposit
Amount for the New ADSs.  If such form is
not properly completed, is unexecuted or if such Holder did not send the
correct Deposit Amount, then the ADS Warrant Agent will send a notice to such
Holder requesting such Holder to correct its Subscription Form or submit
the proper Deposit Amount, as the case may be. 
If such Holder does not correct its Subscription Form or submit the
proper Deposit Amount, as the case may be, by the Expiration Date, such Holder’s
right to purchase New ADSs in the ADS Warrants Offer shall be deemed to be
unexercised and the ADS Warrant Agent shall promptly refund the amount
deposited to such Holder. The ADS Warrant Agent will require that payment of
the Deposit Amount be in the form of a certified or official bank check, money
order or wire transfer.


 


Notwithstanding
the foregoing, without further authorization from the Company, except where
otherwise specified or as otherwise notified in writing by the Company prior to
the Expiration Date, the following Subscription Forms shall be deemed to be
properly completed:


 


(a)           any subscription with respect to
which a Holder has failed to execute a Subscription Form in the manner
provided by the terms thereof, provided that (1) the Holder has indicated
on such Subscription Form or by written communication, the manner in which
the Holder wishes to subscribe and (2) proper payment has been made by
such Holder;


 


(b)           any subscription by an individual
(and not by a corporation, partnership or fiduciary) which is accompanied by a
check drawn by an individual (and not by a corporation, partnership or
fiduciary) other than the Holder, provided that (1) the Subscription Form submitted
therewith has been duly executed by the Holder, (2) the Holder is the
Holder to which such Subscription Form relates, (3) the check
tendered in payment of such subscription is drawn for the proper amount and to
the order of The Bank of New York and is otherwise in order, and (4) there
is no evidence actually known to the ADS Warrant Agent indicating that such
check was delivered to the Holder by the drawer thereof for any purpose other
than the payment of the accompanying subscription;


 


(c)           any subscription by a custodian on
behalf of a minor which is accompanied by a check drawn by an individual (and
not by a corporation, partnership or fiduciary) other than the Holder, if the
provisos set forth in clause (b) above are satisfied; or


 


(d)           any subscription by an individual
(and not by a corporation, partnership or fiduciary) which is accompanied by a
check drawn by a corporation, partnership or fiduciary other than the Holder,
if the provisos set forth in clause (b) above are satisfied.


 


4.2.          The ADS Warrant Agent is hereby
authorized to accept subscriptions for New ADSs on behalf of the Company (i) on
the Expiration Date, (ii) after determining the total number of New ADSs
that an Holder is entitled to purchase in the ADS Warrants Offer, pursuant to Article VI



 


4

















 


hereof, and (iii) upon the proper completion and
execution of the Subscription Form, in accordance with the terms thereof and
hereof.


 


4.3.          The ADS Warrant Agent is authorized to
waive proof of authority to sign (including the right to waive signatures of co-fiduciaries
and proof of appointment or authority of any fiduciary or other person acting
in a representative capacity) in connection with any subscription with respect
to which:


 


(a)           the New ADSs to which the
Subscription Form relates are registered in the name of an executor,
administrator, trustee, custodian for a minor or other fiduciary and has been
executed by such Holder provided that the New ADSs purchased are to be issued
in the name of such Holder;


 


(b)           the New ADSs to which the
Subscription Form relates are registered in the name of a corporation and
the Subscription Form has been executed by an officer of such corporation,
provided that the New ADSs purchased are to be issued in the name of such
corporation;


 


(c)           the Subscription Form has been
executed by a bank, trust company or broker as agent for the Holder to which
such Subscription Form relates, provided that the New ADSs purchased are
to be issued in the name of such Holder; or


 


(d)           the New ADSs to which such
Subscription Form relates are registered in the name of a decedent and the
Subscription Form has been executed by a person who purports to act as the
executor or administrator of such decedent’s estate, provided that (i) the
New ADSs are to be issued in the name of such person as executor or
administrator of such decedent’s estate, (ii) the check tendered in
payment of such subscription is drawn for the proper amount and to the order of
The Bank Of New York and is otherwise in order, and (iii) there is no
evidence actually known to the ADS Warrant Agent indicating that such person is
not the duly authorized representative which such person purports to be.


 


4.4.          In all cases other than those
described in Sections 4.3(a) through (d) above, the ADS Warrant Agent
will be required to obtain all necessary proof of authority to sign in
connection with subscriptions for New ADSs; provided, however,
that in the event that such proof of authority has not been received on or
prior to the Expiration Date, the ADS Warrant Agent may obtain advice from the
Company as to whether any such subscriptions may be accepted and the ADS
Warrant Agent shall have no liability whatsoever in the event it acts in good
faith in accordance with such advice nor shall the ADS Warrant Agent be
required to accept subscriptions for New ADSs in the absence of such proof in
the event it does not receive such advice from the Company prior to the
Expiration Date and shall have no liability whatsoever for any such action.


 


5

















 


ARTICLE V.


 


REPORTS BY THE ADS WARRANT AGENT


 


5.1.          The ADS Warrant Agent will advise the
Company by e-mail or facsimile transmission (a) on the Commencement Date
as to the total number of Holders and the total number of ADSs outstanding as
of the Record Date; and (b) on each business day during the Subscription
Period as to:


 


(i)            the
total number of subscriptions for New ADSs pursuant to the ADS Warrants Offer
that the ADS Warrant Agent has received (which have been properly completed and
executed and for which the correct payment amount was received) and the
aggregate number of New ADSs subscribed for;


 


(ii)           the
aggregate amount of funds received by the ADS Warrant Agent in payment of such
subscriptions; and


 


(iii)          the
total number of Holders which the ADS Warrant Agent has notified pursuant to Section 4.1
that their Subscription Form was not properly completed or that the
correct Deposit Amount for the New ADSs was not received.


 


5.2.          Not later than 10:00 a.m. (New
York City time) on the first New York banking day following the Expiration
Date, the ADS Warrant Agent will advise the Company and the Depositary by e-mail
or facsimile transmission (the “Subscription Report”) as to:


 


(i)            the
total number of New ADSs subscribed for in the ADS Warrants Offer pursuant to
the exercise of ADS Warrants and the total number of Shares represented
thereby;


 


(ii)           the
total number of unsubscribed ADS Warrants and the number of share warrants
represented thereby; and


 


(iii)          the
aggregate amount of funds received by the ADS Warrant Agent in payment of such
subscriptions.


 


ARTICLE VI.


 


PAYMENTS; SHARE SUBSCRIPTION;
REFUNDS


 


6.1.          As promptly as practicable after delivery
of the Subscription Report in accordance with Section 5.2, the ADS Warrant
Agent, as agent for the subscribing Holders, (i) shall transfer from the
Deposit Account to the Depositary the fee required under the Deposit Agreement
for execution and delivery of American Depositary Receipts evidencing all the
New ADSs and any applicable expenses of the Depositary, and (ii) shall
purchase, for settlement on or before the 


 


6

















 


expiration date of the Share Warrants Offer (which is
expected to be 5:00pm, Paris time, on February 15, 2006), an amount of
euros equal to the subscription price for Shares times the number of Shares to
be represented by New ADSs for which Holders subscribed (the “Euro Subscription
Amount”).  If the Deposit Amount paid by
any subscribing Holder to the ADS Warrant Agent exceeds the amount required to
pay the Holder’s share of the Euro Subscription Amount, the Depositary’s fees
and expenses and the expenses of the currency conversion, the ADS Warrant Agent
shall, at the time the ADS Warrant Agent delivers the New ADSs, remit the
excess in U.S. dollars (without interest) to the subscribing Holder.  If the Deposit Amount paid by any subscribing
Holder to the ADS Warrant Agent is less than the amount required to pay Holder’s
share of the Euro Subscription Amount, the Depositary’s fees and expenses and
the expenses of the currency conversion, the ADS Warrant Agent shall pay the
amount of such deficiency on behalf of such Holder.  The Holder will then be required to pay, upon
notice by the ADS Warrant Agent to such Holder, the amount of such deficiency
promptly (including interest and expenses) to the ADS Warrant Agent, and the
ADS Warrant Agent need not deliver any New ADSs subscribed for by such Holder
prior to the receipt by the ADS Warrant Agent of such payment.  If payment of the amount of any deficiency is
not received from such Holder by the ADS Warrant Agent by the later of (i) the
fifth business day after receipt of the ordinary shares underlying the New ADSs
by the Depositary’s custodian, as described in Section 7.1 below, and (ii) the
fifth business day after the ADS Warrant Agent gives notice of such deficiency,
the ADS Warrant Agent may sell the New ADSs subscribed for by such Holder at a
public or private sale, at such place or places and upon such terms as it may
deem proper, and the ADS Warrant Agent may allocate the proceeds of such sales
in an amount sufficient to cover such deficiency (including interest and
expenses).  In such event, the ADS
Warrant Agent will then send promptly any remaining New ADSs to such Holder
together with a check in the amount of excess proceeds, if any, from such sale;
provided, however, that, if the amount of such excess
proceeds realized upon the sale of such subscribing Holder’s ADSs is less than
$5.00, such excess proceeds need not be distributed.  The Company shall indemnify the ADS Warrant
Agent, with interest, for any unreimbursed deficiency in subscription money,
including fees and expenses.


 


6.2.          The ADS Warrant Agent shall pay to the
Company the Euro Subscription Amount and shall instruct the Depositary to
subscribe for the total number of Shares to be represented by New ADSs for
which Holders have subscribed prior to the expiration date of the Share
Warrants Offer. The payment shall be made in same day funds by wire transfer in
euro to the bank account specified by the Company on Exhibit B
hereto.


 


6.3.          The parties understand that, pursuant
to the Deposit Agreement and in accordance with the Subscription Report
delivered pursuant to Section 5.2, the Depositary will use reasonable
efforts to sell warrants to purchase Shares to which it is entitled as the
holder of Deposited Securities (as defined in the Deposit Agreement) but which
the ADS Warrant Agent does not request it to exercise on behalf of subscribing
Holders, and the ADS Warrant Agent shall request that the Depositary do so as
promptly as practicable after the Expiration Date and remit the proceeds of
such sale to the Holders with respect to which such share Warrants were sold as
promptly as practicable.


 


7

















 


ARTICLE VII.


 


ISSUANCE OF ADRs


 


7.1.          On or about February 22, 2006,
the Company will deposit the new Shares underlying the New ADSs (the “New Shares”)
with Société Générale, as Custodian under the Deposit Agreement, and will
request that the Depositary confirm such deposit to the ADS Warrant Agent.


 


7.2.          When the New Shares to be represented
by the New ADSs have been deposited, the ADS Warrant Agent shall forward to the
Depositary the registration instructions contained in the Subscription Forms
delivered by subscribing Holders and shall instruct the Depositary to send New
ADSs issuable in respect of those Shares registered in accordance with those
instructions to the ADS Warrant Agent and the ADS Warrant Agent shall deliver
those New ADSs in accordance with those instructions, subject to the provisions
of Section 6.1.


 


ARTICLE VIII.


 


LIMITATIONS OF DUTIES


 


8.1.          The ADS Warrant Agent shall have no
duties or obligations nor shall it be subject to any liability under this
Agreement or the transactions contemplated by this Agreement, except that it
shall perform its duties specifically set forth in this Agreement without gross
negligence or willful misconduct, and no implied duties or obligations shall be
read into this Agreement against the ADS Warrant Agent.


 


8.2.          The ADS Warrant Agent makes no, and
will not be deemed to have made, any representations with respect to, and shall
have no duties, responsibilities or obligations with respect to determining,
the validity, sufficiency, value or genuineness of any New Shares, Subscription
Form or other documents deposited with or delivered to it or any signature
or endorsement set forth on or in connection with such documents.


 


8.3.          The ADS Warrant Agent shall not be
obligated to take any legal action hereunder on behalf of any Holder or any
other person.


 


8.4.          The ADS Warrant Agent shall not be
liable for or by reason of any of the statements of fact or recitals contained
in this Agreement, the Subscription Form or any other Warrants Offer
Materials or be required to verify the same; and may rely upon and comply with,
and shall not have any liability for relying upon and complying with, any
Subscription Form or other Warrants Offer Material, certificate,
instrument, opinion of counsel, notice, letter, telegram, records, or other
document or security delivered to it in connection with this Agreement.


 


8.5.          The ADS Warrant Agent may consult with
legal counsel for the Company or its own counsel (which may be in-house
counsel) and rely upon any opinion of such counsel, and 


 


8

















 


shall have no liability in respect of any action
taken, omitted or suffered by the ADS Warrant Agent hereunder in reliance upon,
and in accordance with, any such opinion.


 


8.6.          The ADS Warrant Agent is hereby
authorized and directed to accept instructions with respect to the performance
of its duties hereunder from the Company, and to apply to the Company for
advice or instructions in connection with its duties, and it shall not be
liable for any action taken or suffered to be taken by it in good faith in
accordance with instructions of the Company or for any delay in acting while
waiting for those instructions.  Any
application by the ADS Warrant Agent for written instructions from the Company
may, at the option of the ADS Warrant Agent, set forth in writing any action
proposed to be taken or omitted by the ADS Warrant Agent under this Agreement and
the date on or after which such action shall be taken or such omission shall be
effective.  The ADS Warrant Agent shall
not be liable for any action taken by, or omission of, the ADS Warrant Agent in
accordance with a proposal included in such application on or after the date
specified in such application (which date shall not be less than three business
days after the date the executive officer of the Company actually receives such
application, unless the Company shall have consented in writing to any earlier
date) unless prior to taking any such action (or the effective date in the case
of an omission), the ADS Warrant Agent shall have received written instructions
in response to such application specifying the action to be taken or omitted.


 


8.7.          The ADS Warrant Agent shall escheat
any property held by the ADS Warrant Agent in accordance with applicable law.


 


8.8.          In no event will the ADS Warrant Agent
be liable to any person (a) for any special, consequential or punitive
damages; or (b) if, by reason of:


 


(i)            any
law or regulation of any state or country or of any governmental or regulatory
authority or stock exchange; or


 


(ii)           any
circumstances beyond its control, including without limitation, strikes, work
stoppages, acts of war or terrorism, insurrection, revolution, nuclear or
natural catastrophes or acts of God, and interruptions, loss or malfunctions of
utilities, communications or computer (hardware and software) services;


 


it is delayed or prevented from, or would be subject to any civil or
criminal liability if it did and therefore does not do, any thing that this
Agreement otherwise requires it to do.


 


8.9.          The ADS Warrant Agent may perform any
duties hereunder either directly or by or through its nominees, correspondents,
designees, agents, subagents or subcustodians and the ADS Warrant Agent shall
not be responsible for any misconduct or negligence on the part of any nominee,
correspondent, designee, agent, subagent or subcustodian appointed with due
care by it hereunder.


 


9

















 


ARTICLE IX.


 


COMPENSATION; PAYMENT OF
EXPENSES; INDEMNIFICATION


 


9.1.          In consideration for the services
rendered under this Agreement, the Company agrees to pay to the ADS Warrant
Agent the fees agreed upon in writing by the Company and the ADS Warrant Agent
from time to time, and the Company agrees to pay to the ADS Warrant Agent, on
demand of the ADS Warrant Agent, its actual out of pocket expenses, including,
without limitation, fees and expenses of counsel, incurred in the preparation
and execution of this Agreement and performance of the ADS Warrant Agent’s
duties under this Agreement.


 


9.2.          The Company shall be liable for and
shall indemnify and hold harmless the ADS Warrant Agent, its directors,
employees, agents and affiliates from and against any and all claims, losses,
liabilities, damages, expenses or judgments (including attorneys’ fees and
expenses) (collectively referred to herein as “Losses”) howsoever arising from
or in connection with this Agreement or the performance of the ADS Warrant
Agent’s duties hereunder, the enforcement of this Agreement and disputes
between the parties hereto; provided, however, that nothing
contained herein shall require that the ADS Warrant Agent be indemnified for
Losses arising from the gross negligence or willful misconduct of the ADS
Warrant Agent.


 


9.3.          No provision of this Agreement, other
than Section 6.1, shall require the ADS Warrant Agent to expend or risk
the ADS Warrant Agent’s own funds or otherwise incur any financial liability in
the performance of any of the ADS Warrant Agent’s duties hereunder or in the
exercise of the ADS Warrant Agent’s rights.


 


ARTICLE X.


 


TERMINATION OF AGENCY


 


Unless terminated
earlier by the parties hereto, this Agreement shall terminate upon the later of
the date the ADS Warrant Agent has fully performed its obligations under this
Agreement and sixty (60) days after delivery of the New ADSs by the Depositary
(the “Termination Date”).  On the
business day following the Termination Date, the ADS Warrant Agent shall
deliver to the Company any Warrants Offer entitlements, if any, held by the ADS
Warrant Agent under this Agreement.  The
ADS Warrant Agent’s Warrants under Sections 9.1 and 9.2 shall survive the
termination of this Agreement.


 


ARTICLE XI.


 


MISCELLANEOUS


 


11.1.        Notices.  All reports, notices and other communications
required or permitted to be given hereunder to the parties hereto shall be
addressed to the following on behalf of the 


 


10

















 


respective parties hereto and delivered by overnight
courier or by facsimile as follows or to such other address as may be specified
in writing form time to time:


 


To the Company:


 


Genesys S.A.


1861 Wiehle Avenue


Reston, Virginia 20190


Attn:  Patrick Janel


Fax: 1-703-637-4451


E-mail: patrick.janel@genesys.com


 


To the ADS Warrant Agent:


 


The Bank of New York


Reorganization
Administration


101 Barclay Street - 12W


New York, NY  10286


Attn:  Kelly Gallagher


E-mail:
egallagher@bankofny.com


 


11.2.        Assignment.  Neither the ADS Warrant Agent nor the Company
shall assign this Agreement without first obtaining the written consent of the
other party hereto.


 


11.3.        Headings.  The Article and Section headings
contained herein are for convenience and reference only and are not intended to
define or limit the scope of any provision of this Agreement.


 


11.4.        Entire Agreement;
Amendment.  This Agreement
shall constitute the entire agreement of the parties with respect to the
subject matter and supersedes all prior oral or written agreements in regard
thereto.  References to any other
document or agreement shall not incorporate by reference such other document or
agreement into this Agreement and shall not impose any duties or
responsibilities, obligations or liabilities on the ADS Warrant Agent under
such other document or agreement.  Except
as otherwise specifically provided herein, this Agreement may be amended only
by an instrument in writing duly executed by both parties hereto.


 


11.5.        Governing Law;
Jurisdiction; Certain Waivers.


 


(a)           This Agreement shall be interpreted
and construed in accordance with the internal substantive laws (and not the
choice of law rules) of the State of New York. 
All actions and proceedings brought by the ADS Warrant Agent relating to
or arising from, directly or indirectly, this Agreement may be litigated in
courts located within the State of New York. 
The Company hereby 


 


11

















 


submits to the personal jurisdiction of such courts;
hereby waives personal service of process and consents that any such service of
process may be made by certified or registered mail, return receipt requested,
directed to the Company at its address last specified for notices hereunder;
and hereby waives the right to a trial by jury in any action or proceeding with
the ADS Warrant Agent.  All actions and
proceedings brought by the Company against the ADS Warrant Agent relating to or
arising from, directly or indirectly, this Agreement shall be litigated only in
courts located within the State of New York.


 


(b)           The invalidity, illegality or
unenforceability of any provision of this Agreement shall in no way affect the
validity, legality or enforceability of any other provision; and if any
provision is held to be unenforceable as a matter of law, the other provisions
shall not be affected thereby and shall remain in full force and effect.


 


11.6.        Rights and Remedies.  The rights and remedies conferred upon the
parties hereto shall be cumulative, and the exercise or waiver of any such right
or remedy shall not preclude or inhibit the exercise of any additional rights
or remedies.  The waiver of any right or
remedy hereunder shall not preclude or inhibit the subsequent exercise of such
right or remedy.


 


11.7.        Representations and
Warranties of the Company. 
The Company hereby represents, warrants and covenants that:


 


(a)           The Company is a corporation duly
organized and validly existing under the laws of the Republic of France.


 


(b)           This Agreement has been duly
authorized, executed and delivered on its behalf and constitutes the legal,
valid and binding obligation of the Company.


 


(c)           The execution, delivery and
performance of this Agreement by the Company does not and will not violate any
applicable law or regulation and does not require the consent of any
governmental or other regulatory body except for such consents and approvals as
have been obtained and are in full force and effect.  For the avoidance of doubt, all New Shares
and New ADSs to be issued and delivered hereunder have been registered with the
Securities and Exchange Commission and all transactions contemplated by this
Agreement are in compliance with, and not in violation of, the Securities Act
of 1933, as amended, and the Securities Exchange Act of 1934, as amended.


 


11.8.        Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


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IN WITNESS WHEREOF, GENESYS S.A. and THE BANK OF NEW
YORK have executed this Agreement as of the date first set forth above.


 


	
   

  	
  GENESYS S.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK,

  
	
   

  	
  as ADS Warrant Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  



 


13

















 


Exhibit A


 


Subscription
Form


 


See attached.


 


14

















 


Exhibit B


 


Wire
Transfer Instructions


 


15