Valneva SE

2. Exercise

(a)Exercise Period

Subject to the conditions and limitations specifically provided herein, each Holder may exercise the Warrants owned by it, in whole or in part, in one or more instances, for cash during the period starting from (and including) the Business Day immediately following the Issue Date and ending on the earlier of (x) the 30 th calendar day following the date of occurrence of FDA Approval and (y) the third Business Day (included) prior to the Maturity Date (included) (as may be extended pursuant to this Condition 2(a) or Condition 8, the “Exercise Period”). If, as of March 1, 2028, (i) the FDA has already determined that the application for the FDA Approval was sufficiently complete to permit a substantive review (the “FDA Review”) and (ii) the FDA Approval has not yet been obtained, the Maturity Date shall automatically be extended to September 30, 2028 (or, if such date is not a Business Day, the following Business Day) (the “Extended Maturity Date”) and the Exercise Period shall be correspondingly extended.

The Company shall notify the Holders in accordance with Condition 12 upon the occurrence of (i) the FDA Review, (ii) the FDA Approval, (iii) any FDA final decision other than an FDA Approval with respect to LB6V that requires to publish a press release pursuant to applicable law (including Market Abuse Regulation (EU) No 596/2014 (MAR)), or (iv), subject to the conditions of the extension of the Maturity Date being met pursuant to this Condition 2(a), the Extended Maturity Date.

Any Warrant that has not been exercised in accordance with these Terms and Conditions shall become null and void on the expiry of the Exercise Period or, as applicable, on the Maturity Date (or, if applicable, the Extended Maturity Date).

The Company will give notice of the FDA Approval in accordance with Condition 12.

(b)Conditions for exercise

The exercise of the Warrants by each Holder is subject to (i) all the New Shares to be subscribed by the relevant Holder in accordance with the Securities Purchase Agreement having been duly subscribed by such Holder (or any transferee thereof in accordance with the Securities Purchase Agreement) on the Closing Date, (ii) the execution by the Holder of such documents referred to in Condition 2(d) and payment of the Exercise Price, and (iii) the limitations set forth in Condition 2(g).

(c)Exercise Price

Subject to any adjustment to the Exercise Ratio as provided in Condition 5 (or, as the case may be, Condition 9), each one (1) Warrant is exercisable for a number of Warrant Shares as determined pursuant to the Exercise Ratio, at a price equal to, in respect of each Warrant Share, €2,96, which is equal to the VWAP of the Shares over the three trading days preceding the setting of the subscription price of the ABSAs (i.e. April 27, 28 and 29, 2026), with a premium of 25%(the “Exercise Price”).

(d)Terms of exercise

In order to exercise the Warrants, the Holder shall (i) send to the Registrar, through their secured platform, or by email, to OSTCENTRAPRIMAIRE@uptevia.com, at any time prior to 5.00 p.m., Paris time, on any Business Day during the Exercise Period, a notice, with a copy to the Company, to the attention of Kendra Wergin ([]) and Peter Bühler ([]), in the form of the exercise notice (bulletin de souscription) set forth in Appendix A (each an “Exercise Notice”), of the Holder’s election to exercise the Warrants, which Exercise Notice shall specify the number of Warrants to be exercised and the number of Warrant Shares to be subscribed for, and (ii) within two (2) Business Days of the sending of the Exercise Notice, make payment to the Registrar for the account of the Company of an amount equal to the Exercise Price multiplied by the number of Exercised Shares in respect of which the Warrants are being exercised (the “Aggregate Exercise Price”) by wire transfer of immediately available funds in euros as set forth in Condition 2(f) below. For the avoidance of doubt the Holder may exercise all or parts of its Warrants in one or several times within the Exercise Period, it being specified that each Warrant shall be exercised only once. No ink-original Exercise Notice shall be required, nor shall or any type of guarantee or notarization of any Exercise Notice be required. The Aggregate Exercise Price shall be received no later than two (2) Business Days of the sending of the Exercise Notice.

Once the Exercise Notice is sent as provided above, such Exercise Notice shall be irrevocable.

(e)Confirmation of Exercise

Upon receipt by the Registrar of an Exercise Notice and the corresponding Aggregate Exercise Price in accordance with Condition 2(d), the Registrar shall, as soon as practicable but in no event later than 5:00 p.m. Paris time, on the second Business Day immediately following the Exercise Date, send by email, with a copy to the Company, a confirmation of receipt of such Aggregate Exercise Price and Exercise Notice in the form of the notice at Appendix B to the Holder.

(f)Issue of Warrant Shares Upon Exercise

In the event of the exercise of the Warrants in accordance with Condition 2(d), the Company shall allot and issue to the Holder the Warrant Shares to which the Holder thereby becomes entitled on or with effect from the Exercise Date. In such event the Company shall cause the Registrar to, on or before the second Business Day (the “Exercised Shares Delivery Date”) following the Exercise Date, credit such aggregate number of Warrant Shares to which the Holder shall be entitled to and as stated in the Exercise Notice (i) to the Holder’s securities account opened in the name of the Holder with the Registrar, or (ii) to the Holder’s securities account opened in the name of the Holder with any other financial intermediary and indicated in the Exercise Notice.

The Company’s obligation to issue Warrant Shares upon exercise of the Warrants shall not be subject to (i)any set-off or defense or (ii) any claims relating to the ownership of the Warrants against any holder of Warrants however arising.

(g)Holder’s Exercise Limitations

The Holder shall not have the right to exercise any portion of the Warrants, pursuant to Condition 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Exercise Notice, the Holder (together with its Attribution Parties (as defined below)) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Shares beneficially owned by the Holder and its Attribution Parties shall include the number of Shares held by the Holder and its Attribution Parties plus the number of Warrant Shares issued upon exercise of the Warrants with respect to which such determination is being made, but shall exclude the number of Shares which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by the Holder or any of its Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein that are beneficially owned by the Holder or any of its Attribution Parties.

Except as set forth in the preceding sentence, for purposes of this Condition 2(g), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules andregulations promulgated thereunder or, with respect to the French FDI Regime, in accordance therewith, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act or the French FDI Regime and the Holder is solely responsible for any schedules required to be filed in accordance therewith.

To the extent that the limitation contained in this Condition 2(g) applies, the determination of whether the Warrants are exercisable (in relation to other securities owned by the Holder together with any Attribution Parties) and of which portion of the Warrants is exercisable shall be in the sole discretion of the Holder, and the submission of an Exercise Notice shall be deemed to be the Holder’s determination of whether the Warrants are exercisable (in relation to other securities owned by the Holder together with any Attribution Parties) and of which portion of the Warrants is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of the Warrants that are not in compliance with the Beneficial Ownership Limitation. In addition, a determination as to any group status as contemplated above shall be determined by the Holder in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of the Warrants that are not in compliance with the Beneficial Ownership Limitation.

For purposes of this Condition 2(g), in determining the number of outstanding Shares the Holder may acquire upon exercise of the Warrants without exceeding the Beneficial Ownership Limitation, the Holder may rely on the number of outstanding Shares as reflected in (x) the Company’s most recent Annual Report on Form 20-F, Interim Report on Form 6-K or other public filing with the U.S. Securities and Exchange Commission, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company setting forth the number of Shares outstanding. Upon the written request of the Holder, the Company shall within two (2) Business Days confirm in writing or by electronic mail to the Holder the number of Shares then outstanding. In any case, the number of outstanding Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrants, by the Holder or its Attribution Parties since the date as of which such number of outstanding Shares was reported. The “Beneficial Ownership Limitation” shall initially be 9.99% of the number of Shares outstanding immediately after giving effect to the issuance of Shares issuable upon exercise of the Warrants.

The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Condition 2(g), provided that (a) to the extent required by the French FDIRegime, in the cases of Beneficial Ownership Limitation increased above 9.99% of the voting rights of the Company (the “Crossing Event”), the Holder has obtained from the French Ministry of Economy through an authorization request or prior notification, in accordance with the French FDI Regime, either (i) a written response from the French Ministry of Economy confirming that the exercise of the Warrants and, therefore, the acquisition of Warrant Shares that would cause the Crossing Event is not subject to the prior authorization procedure or (ii) the authorization (express or tacit) to proceed with the Crossing Event, and (b) the Beneficial Ownership Limitation in no event exceeds 19.99% of the number of Shares outstanding immediately after giving effect to the issuance of Shares upon exercise of the Warrants held by the Holder, and the provisions of this Condition 2(g) shall continue to apply (provided that, with respect to the French FDI Regime, the applicable percentage will be 24.99% of the voting rights of the Company). Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. Notwithstanding the foregoing, at any time as from the date of announcement of any cash tender offer, exchange offer or any combination thereof (including anyoffre publique d’achat, offre publique d’échange, offre alternative, offre mixte) regarding the Company or in case of a reduction of capital not motivated by losses, any Holder may increase, waive or amend the Beneficial Ownership Limitation effective two (2) Business Days upon written notice to the Company.

Any decrease in the Beneficial Ownership Limitation will not be effective until two (2) Business Days after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Condition 2(g) to correct this paragraph (or any portion hereof) which maybe defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of the Warrants.