CRITEO S.A. [ l ] American Depositary Shares Representing an Aggregate of [ l ] Ordinary Shares Underwriting AgreementUnderwriting Agreement • October 23rd, 2013 • Criteo S.A. • Services-advertising agencies • New York
The Offered ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), dated as of [ l ], 2013, among the Company, The Bank of New York Mellon, a New York banking corporation, as depositary (the “Depositary”), and owners and beneficial owners from time to time of the Offered ADSs. Each Offered ADS will initially represent one Ordinary Share deposited pursuant to the Deposit Agreement.
AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Amended and Restated Deposit Agreement December 28, 2021Deposit Agreement • December 29th, 2021 • Criteo S.A. • Services-advertising agencies • New York
AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of , 2013Deposit Agreement • October 2nd, 2013 • Criteo S.A. • Services-advertising agencies • New York
DEPOSIT AGREEMENT dated as of , 2013 among CRITEO S.A., a société anonyome organized under the laws of the Republic of France (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
CRITEO S.A. [ — ] American Depositary Shares Representing an Aggregate of [ — ] Ordinary Shares Underwriting AgreementUnderwriting Agreement • March 20th, 2014 • Criteo S.A. • Services-advertising agencies • New York
Criteo S.A., a société anonyme incorporated in the French Republic (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ — ] ordinary shares, nominal value €0.025 per share, of the Company (“Ordinary Shares”), in the form of an aggregate of [ — ] American Depositary Shares (“ADSs”) and certain shareholders of the Company named in Schedule 2 hereto (the “Selling Shareholders”) propose to sell to the several Underwriters an aggregate of [ — ] Ordinary Shares in the form of an aggregate of [ — ] ADSs (collectively, such [ — ] ADSs sold by the Company and the Selling Shareholders, the “Underwritten ADSs”). In addition, the Selling Shareholders propose to sell, at the option of the Underwriters, up to
CRITEO [FORM OF] WARRANT AGREEMENTWarrant Agreement • June 25th, 2019 • Criteo S.A. • Services-advertising agencies
On [___], 20[___], the board of directors, using the delegation of competence granted to it by the combined ordinary and extraordinary shareholders meeting of CRITEO (the “Company”) held on [___________], issued and granted to the benefit of the Beneficiary [_____] warrants (the “Warrants”) under the terms and conditions set forth in this agreement:
UK Employment AgreementUk Employment Agreement • August 16th, 2013 • Criteo S.A. • Services-advertising agencies • England
AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • March 2nd, 2020 • Criteo S.A. • Services-advertising agencies • New York
AMENDMENT TO MANAGEMENT AGREEMENT (“Amendment”) dated as of November 22, 2019 by and between Criteo S.A., Criteo Corp. and Megan Clarken (“Executive” and, together with Criteo S.A. and Criteo Corp., the “Parties”).
SUBLEASE AGREEMENT COVER PAGESublease Agreement • October 2nd, 2013 • Criteo S.A. • Services-advertising agencies • New York
THIS LEASE made as of , 1998, between THE RECTOR, CHURCHWARDENS AND VESTRYMEN OF TRINITY CHURCH IN THE CITY OF NEW-YORK, a religious corporation (hereafter referred to as the “Landlord”), having its offices at 74 Trinity Place, Borough of Manhattan, City, County and State of New York, and SSB REALTY, INC. (hereinafter referred to as the “Tenant”), a Massachusetts corporation, having its place of business at 1776 Heritage Drive, Quincy, Massachusetts 02171.
AGREEMENT AND PLAN OF MERGER BY AND AMONG CRITEO CORP., TBL HOLDINGS, INC. HOOKLOGIC, INC. AND THE STOCKHOLDER AGENT DATED AS OF OCTOBER 3, 2016Merger Agreement • October 4th, 2016 • Criteo S.A. • Services-advertising agencies • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 3, 2016 (this “Agreement”), is entered into by and among Criteo Corp., a Delaware corporation (“Parent”), TBL Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Hooklogic, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the Stockholder Agent. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X.
Execution version 07/19406164_6 1 EUR 407,000,000 Multicurrency Revolving Facility Agreement Dated 27 September 2022 CRITEO S.A. as Company, Borrower and Guarantor CRITEO TECHNOLOGY S.A.S. CRITEO CORP. as Borrowers arranged by BNP PARIBAS CREDIT...Multicurrency Revolving Facility Agreement • September 28th, 2022 • Criteo S.A. • Services-advertising agencies
CRITEO S.A. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 23rd, 2013 • Criteo S.A. • Services-advertising agencies • New York
THIS REGISTRATION RIGHTS AGREEMENT is made as of the 30th day of August, 2013, by and among CRITEO S.A., a French société anonyme, having its registered office at 32, rue Blanche, 75009 Paris, France, registered with the registry of commerce and companies of Paris under number 484 786 249 (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and each of the founders listed on Schedule B hereto, each of whom is referred to herein as a “Founder” and together with the Company and the Investors, the “Parties” and each, a “Party.”
New Hiring Employment AgreementNew Hiring Employment Agreement • March 27th, 2015 • Criteo S.A. • Services-advertising agencies
Criteo, a French société par actions simplifiée (simplified corporation) with stated capital of €109,868, registered with the Paris Trade and Companies Registry under number 484 786 249, whose registered office is located at 17 Avenue d’Italie, 75013 Paris;
Criteo Indefinite-term Employment AgreementEmployment Agreement • October 2nd, 2013 • Criteo S.A. • Services-advertising agencies
Criteo, a French société anonyme (corporation) with stated capital of €362,160.15, registered with the Paris Trade and Companies Registry under number 484 786 249, whose registered office is located at 8 Boulevard des Capucines, 75009 Paris;
Indefinite-term Employment AgreementIndefinite-Term Employment Agreement • May 10th, 2017 • Criteo S.A. • Services-advertising agencies
By mutual agreement between the parties, this probationary period may be extended for an additional three-month period.
TRANSITION AND SEPARATION AGREEMENTTransition and Separation Agreement • June 25th, 2018 • Criteo S.A. • Services-advertising agencies • New York
This TRANSITION AND SEPARATION AGREEMENT (the “Agreement”) is made and entered into as of the 25th day of April, 2018, by and among Eric Eichmann (the “Executive”) and Criteo S.A. (the “Company”).
March 16, 2022 To Ryan Damon Re : Amendment to the Executive Employment Agreement Effective as of August 1, 2018 Dear Ryan: This letter amends the employment agreement between you and Criteo Corp, effective as of August 1, 2018 (the “Agreement”), to...Executive Employment Agreement • May 5th, 2022 • Criteo S.A. • Services-advertising agencies
CONSULTING AGREEMENTConsulting Agreement • July 31st, 2020 • Criteo S.A. • Services-advertising agencies • Delaware
This CONSULTING AGREEMENT is dated as of May 14, 2020 (this “Agreement”), between Criteo Corp., a Delaware corporation (the “Company”), and Dave Anderson (the “Consultant”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the “Agreement”) is made effective as of July 1, 2024 (“Effective Date”), by and between Criteo Corp. a Delaware corporation (“Company”) and...Executive Employment Agreement • October 30th, 2024 • Criteo S.A. • Services-advertising agencies • New York
October 27, 2016 Eric Eichmann Re: Management Agreement Dear Eric:Management Agreement • November 2nd, 2016 • Criteo S.A. • Services-advertising agencies • New York
On behalf of Criteo S.A., (“Criteo” or the “Company”), I am pleased to provide you with this letter agreement setting forth the terms and conditions approved by the Board of Directors of Criteo S.A. (the “Board”) of your office (mandat social) as Chief Executive Officer (directeur général) of Criteo S.A., the position assumed by you as of January 1, 2016. As Chief Executive Officer, you will report to the Board and perform duties that are commensurate with the position of Chief Executive Officer. You shall devote all of your working time, skill and attention to your role at Criteo S.A. (together with any affiliates and subsidiaries, the “Group Companies”) and will act in the best interests of Criteo S.A. and all Group Companies at all times. Should you accept this management agreement (this “Agreement”), for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:
CRITEO WARRANT AGREEMENTWarrant Agreement • August 16th, 2013 • Criteo S.A. • Services-advertising agencies
On [.], the board of directors of CRITEO S.A. (the “Company”), using the delegation of competence granted to it by the combined ordinary and extraordinary shareholders meeting held on [.], issued and granted to the benefit of the Beneficiary a total of [.] warrants (the “Warrants”) under the terms and conditions set forth in this agreement:
AGREEMENT TO FURNISH DEBT INSTRUMENTSAgreement to Furnish Debt Instruments • October 2nd, 2013 • Criteo S.A. • Services-advertising agencies
Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, Criteo S.A. (the “Company”) has not included as an exhibit to its registration statement on Form F-1 any instrument with respect to long-term debt if the total amount of debt authorized by such instrument does not exceed 10% of the total assets of the Company. The Company agrees to furnish a copy of any such instrument to the Securities and Exchange Commission upon request.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 2nd, 2020 • Criteo S.A. • Services-advertising agencies • California
This Executive Employment Agreement (the “Agreement”) is made effective as of August 1, 2018 (“Effective Date”), by and between Criteo Corp. a Delaware corporation (“Company”) and Ryan Damon (“Executive”) (either party individually, a “Party”; collectively, the “Parties”).
CRITEO CONSULTING AGREEMENTConsulting Agreement • December 17th, 2019 • Criteo S.A. • Services-advertising agencies
• CRITEO SA, a French société anonyme, having its registered office at 32 rue Blanche, 75009 Paris, France, registered with the registry of commerce and companies of Paris under number 484 786 249 RCS Paris, represented by Benoît Fouilland acting as directeur général délégué,
ContractTransition Agreement • August 26th, 2024 • Criteo S.A. • Services-advertising agencies • New York
UK Employment AgreementUk Employment Agreement • March 6th, 2014 • Criteo S.A. • Services-advertising agencies • England
Ref: L-322377 Dated 17 November 2023 for CRITEO S.A. as Company, Borrower and Guarantor with SOCIÉTÉ GÉNÉRALE acting as Agent RELATING TO A MULTICURRENCY REVOLVING FACILITY AGREEMENT DATED 27 SEPTEMBER 2022 Amendment agreementMulticurrency Revolving Facility Agreement • February 23rd, 2024 • Criteo S.A. • Services-advertising agencies
