Exhibit 99.61

 

AMENDMENT AGREEMENT

 

dated as of 27 March 2026

 

to a Share Swap Transaction dated 11 March 2026

  

Between:

 

SOCIÉTÉ GÉNÉRALE, a company incorporated in accordance with the laws of France, with registered address at 29 Boulevard Haussmann, 75009 Paris, France, recorded with the Commercial Registry of Companies under number 552.120.222 and ADEME number FR231725_01YSGB (“Bank”). The company is duly represented by Olivier Buttier.

 

And:

 

ATLAS INVESTISSEMENT S.A.S. a company incorporated in accordance with the laws of France, with registered address at 16 rue de la Ville L'Evêque 75008 Paris, France, recorded with the "Registre du Commerce et des Sociétés" of Paris under number 908 070 188 (“Counterparty). The company is duly represented by Anthony MAAREK.

  

1.1This amendment agreement (“Amendment”) is made and entered into between Bank and Counterparty, hereinafter referred to individually as a “Party” and collectively the “Parties”.

 

1.2Whereas Bank and Counterparty entered into Share Swap Transaction on March 11th, 2026 (the “Transaction”), evidenced by a confirmation date March 11th, 2026 (the “Confirmation”) governed by an ISDA Master Agreement dated as of March 11th, 2026 (the “Master Agreement”), each as amended, supplemented or otherwise modified from time to time.

 

1.4Whereas Bank and Counterparty desire to amend the Transaction.

 

Accordingly, in consideration of the mutual agreements contained in this Amendment the Parties agree as follows:

 

1.Amendments to Transaction

 

1.1Bank and Counterparty hereby agree that, upon execution of this Amendment by both Parties, and subject to Article 2 below, with effect from the date hereof (the “Amendment Effective Date”), the Confirmation is hereby amended in such a manner that the rights and obligations of each Party are as set forth in the document attached as Appendix A hereto:

 

 

 

 

2.Conditions precedent

 

The entry into force of the Amendment is subject to the elements listed in Appendix B (Conditions precedent) hereto, in each case in a form and substance satisfactory to Bank on the date hereof.

 

3.Continuity and further assurance

 

3.1Continuing obligations

 

Except for any amendment to the Transaction and the Confirmation made pursuant to this Amendment, all terms and conditions of the Transaction, the Confirmation and the Master Agreement will continue in full force and effect in accordance with their provisions on the Amendment Effective Date hereof.

 

3.2Further assurance

 

Counterparty shall at its own expense, do all acts and steps necessary or desirable to give effect to the amendments effected or to be effected by this letter.

 

4.Representations

 

Counterparty repeats as of the date hereof the representations made to Bank in Sections 6.1(a), 6.1(h) and 6.1(i) of the Confirmation provided that reference therein to "this Transaction" shall be deemed to be reference to this Amendment. Each party repeats as of the date hereof the representations by it to the other party in Sections 3(a), 3(b), 3(c), 3(d), 3(e) and 3(g) of the Agreement.

 

5.Miscellaneous

 

(a)Entire Agreement; Restatement. This Amendment constitutes the entire agreement and understanding of the Parties with respect to its subject matter and supersedes all oral communication and prior writings (except as otherwise provided herein) with respect thereto.

 

(b)Amendments. No amendment, modification or waiver in respect of the matters contemplated by this Amendment will be effective unless made in accordance with the terms of the Master Agreement.

 

(c)Counterparts. This Amendment may be executed and delivered in counterparts, each of which will be deemed an original.

 

(d)Headings. The headings used in this Amendment are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Amendment.

 

(e)Governing law & Jurisdiction. This Amendment and any non-contractual obligations arising out of or in connection with it are governed by and construed in accordance with English law. The provisions of Clause 13(b) (Jurisdiction) of the Master Agreement shall apply to this Amendment as it applies to the Master Agreement.

 

 

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IN WITNESS whereof the Parties have executed this Amendment on the respective date specified below with effect from the Amendment Effective Date hereof.

 

 

ATLAS INVESTISSEMENT S.A.S.

  

By: /s/ Anthony Maarek  

Name: Anthony MAAREK

Title: Directeur Général

  

 

SOCIÉTÉ GÉNÉRALE

   

By: /s/ Olivier Buttier  

Name: Olivier Buttier

Title: Head of Strategic Transactions Group

 

 

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