LEASE AGREEMENT By and Between WESTPORT OFFICE PARK, LLC, a California limited liability company (“Landlord”) and TALEND, INC., a California corporation (“Tenant”) April 11, 2014Lease Agreement • June 28th, 2016 • Talend SA • Services-prepackaged software • California
THIS LEASE AGREEMENT, (this “Lease”) is made and entered into as of April 11, 2014 by and between WESTPORT OFFICE PARK, LLC, a California limited liability company (“Landlord”), and Tenant identified in the Basic Lease Information below.
Loan and Security AgreementLoan and Security Agreement • June 28th, 2016 • Talend SA • Services-prepackaged software • California
THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between SQUARE 1 BANK (“Lender”), whose address is 406 Blackwell Street, Suite 240, Durham, North Carolina 27701, and the borrowers named above (jointly and severally, the “Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”). The Schedule to this Agreement (the “Schedule”) shall for all purposes be deemed to be a part of this Agreement, and the same is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.)
June 29th, 2015Accounts Pledge Agreement • June 28th, 2016 • Talend SA • Services-prepackaged software
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 28th, 2016 • Talend SA • Services-prepackaged software • California
This Executive Employment Agreement (“Agreement”), dated October 1, 2013 (“Effective Date”), is between Talend, Inc., a Delaware corporation (the “Company”) and Mike Tuchen (“Executive”).
Pledge Agreement (Stock in Borrower)Pledge Agreement • June 28th, 2016 • Talend SA • Services-prepackaged software • California
THIS PLEDGE AGREEMENT (“Pledge Agreement”), dated the above date, is entered into at between SQUARE 1 BANK (“Lender”), whose address is 406 Blackwell Street, Suite 240, Durham, North Carolina 27701, and the pledgor named above (“Pledgor”), whose address is set forth above. Pledgor has executed and delivered to Lender that certain First-Demand Guaranty with respect to all Obligations (as defined in the Loan Agreement) (as amended from time to time, collectively, the “Guaranty”), and that certain Pledge of Receivables Agreement, First Rank Accounts Pledge Agreement. and Pledge of IP Rights Agreement (as amended from time to time, collectively, the “Security Agreements”). This Agreement, the Guaranty, the Security Agreements and any other present and future written agreements between Pledgor and Lender, as the same may be amended from time to time are referred to herein collectively as the “Pledgor Documents” and as the “Finance Documents”. This Agreement is one of the “Finance Documents”
andTalend SA • June 28th, 2016 • Services-prepackaged software • England and Wales
TALEND STOCK OPTION GRANT AGREEMENT NOTICE OF STOCK OPTION GRANTStock Option Grant Agreement • June 28th, 2016 • Talend SA • Services-prepackaged software
You have been granted a total number of Options (the “Options”) to subscribe ordinary Shares of the Company, subject to the terms and conditions of the Stock Option Plan (the “Plan”) and this Option Agreement. Options are governed by articles L. 225-177 and following of the French Commercial Code. They are not part of the employment agreement or of the office which has allowed the Optionee to be granted the Options. Neither do they constitute an element of the Optionee’s remuneration. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.
FIRST-DEMAND GUARANTEE (ARTICLE 2321 OF THE FRENCH CIVIL CODE)Talend SA • June 28th, 2016 • Services-prepackaged software
SUPPLEMENTAL AGREEMENTSupplemental Agreement • June 28th, 2016 • Talend SA • Services-prepackaged software • California
THIS SUPPLEMENTAL AGREEMENT is entered into as of June 29, 2015 between SQUARE 1 BANK (“Lender”), whose address is 406 Blackwell Street, Suite 240, Durham, North Carolina 27701, and TALEND SA, a société anonyme, (“Guarantor”) incorporated under French laws, whose registered office is located at 9 rue Pages, 92150 Suresnes, France (“Guarantor’s Address”) and registered with the Companies and commercial registry of Nanterre under number 484 175 252, with reference to the following:
First Amendment to Loan AgreementLoan Agreement • June 28th, 2016 • Talend SA • Services-prepackaged software • California
THIS FIRST AMENDMENT TO LOAN AGREEMENT (“Amendment”) is entered into between PACIFIC WESTERN BANK, a California state chartered bank (“Lender”) and the borrowers named above (jointly and severally “Borrower”).
BONITASOFT SOFTWARE LICENSE AND SUPPORT AGREEMENT (“SLSA”) Account Information Cover SheetSoftware License and Support Agreement • June 28th, 2016 • Talend SA • Services-prepackaged software • California
This Bonitasoft Software License and Support Agreement including the Terms and Conditions below and the accompanying Exhibits (collectively the “SLSA”) is entered into between Bonitasoft Inc., a corporation having its principal United States offices at 51 Federal Street, Suite 305, San Francisco, C A 94107 (“Bonitasoft”), and the corporation or other business entity (“Customer”) identified on the cover sheet attached hereto.
ContractTalend SA • June 28th, 2016 • Services-prepackaged software
English Summary of the Third Amendment dated January 20, 2016 (the “Third Amendment”) by and between Foncière Medicale N°1 (the “Lessor”) and Talend S.A. (the “Tenant”), amending the Lease Agreement dated February 7, 2014 (hereinafter the “Original Lease”), the First Amendment, Lease dated April 14, 2014, to the Original (the “First Amendment”) and the Second Amendment, dated September 11, 2015, to the Original Lease and First Amendment (the “Third Amendment”). The parties hereby agree to the following amendments:
June 29th, 2015Pledge Agreement • June 28th, 2016 • Talend SA • Services-prepackaged software • California
FIRST AMENDMENT TO LEASETo Lease • June 28th, 2016 • Talend SA • Services-prepackaged software
This First Amendment to Lease (the “Agreement”) is entered into as of December 16, 2014, by and between WESTPORT OFFICE PARK, LLC, a California limited liability company (“Landlord”), and TALEND, INC., a Delaware corporation (“Tenant”), with respect to the following facts and circumstances:
ContractTalend SA • June 28th, 2016 • Services-prepackaged software
English Summary of the Fourth Amendment dated April 26, 2016 (the “Fourth Amendment”) by and between Foncière Medicale N°1 (the “Lessor”) and Talend S.A. (the “Tenant”), amending the Lease Agreement dated February 7, 2014 (hereinafter the “Original Lease”), the First Amendment, dated April 14, 2014, to the Original Lease (the “First Amendment”), the Second Amendment, dated September 11, 2015, to the Original Lease and First Amendment (the “Second Amendment”) and the Third Amendment, dated January 20, 2016, to the Original Lease, First Amendment and Second Amendment (the “Third Amendment”). The parties hereby agree to the following amendments:
ContractTalend SA • June 28th, 2016 • Services-prepackaged software
English Summary of the Second Amendment dated September 11, 2015 (the “Second Amendment”) by and between Foncière Medicale N°1 (the “Lessor”) and Talend S.A. (the “Tenant”), amending the Lease Agreement dated February 7, 2014 (hereinafter the “Original Lease”) and the Amendment, dated April 14, 2014, to the Original Lease (the “First Amendment”). The parties hereby agree to the following amendments:
SECOND AMENDMENT TO LEASETo Lease • June 28th, 2016 • Talend SA • Services-prepackaged software
This Second Amendment to Lease (the “Agreement”) is entered into as of April 20, 2015, by and between WESTPORT OFFICE PARK, LLC, a California limited liability company (“Landlord”), and TALEND, INC., a Delaware corporation (“Tenant”), with respect to the following facts and circumstances:
ContractTalend SA • June 28th, 2016 • Services-prepackaged software
English Summary of the First Amendment dated April 14, 2014 (the “First Amendment”) by and between Foncière Medicale N°1 (the “Lessor”) and Talend S.A. (the “Tenant”), amending the Lease Agreement dated February 7, 2014 (hereinafter the “Original Lease”). The parties hereby agree to the following amendments:
AMENDMENT NO. 1 TO BONITASOFT SOFTWARE LICENSE AND SUPPORT AGREEMENTBonitasoft Software License and Support Agreement • June 28th, 2016 • Talend SA • Services-prepackaged software
This Amendment No. 1 to the Bonitasoft Software License and Support Agreement (this “Amendment”), dated October 10, 2011 (the “Agreement”) between Talend. Inc. (“Talend”) and Bonitasoft, Inc. (“Bonitasoft”) is entered into as or this 12 day of April, 2012 (the “Amendment Effective Date”).
AGREEMENT ON THE EXPATRIATION OF AN EMPLOYEE TO A SUBSIDIARY ABROADTalend SA • June 28th, 2016 • Services-prepackaged software
This agreement is governed by American law and will resume the seniority acquired by the employee within Talend SA since September 4, 2014.
June 29th, 2015Receivables Agreement • June 28th, 2016 • Talend SA • Services-prepackaged software
INDEFINITE TERM EMPLOYMENT AGREEMENTTalend SA • June 28th, 2016 • Services-prepackaged software
Public-limited Company with a share capital of 1,429,954.31 euros, with headquarters located at 9, rue Pagès — 92150 Suresnes, registered with the Register of Trade and Companies of Nanterre under number 484 175 252, registered with the URSSAF of Paris Hauts de Seine in Montreuil (93518) under number 920 922 232 001011.
SHAREHOLDER AGREEMENT by and among TALEND S.A. AND THE OTHER PARTIES NAMED HEREINShareholder Agreement • June 28th, 2016 • Talend SA • Services-prepackaged software • Delaware
This SHAREHOLDER AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of June 24, 2016, by and among (i) Talend S.A., a société anonyme organized under the laws of France (the “Company”), (ii) Balderton Capital IV, L2 S.à.r.l., a private limited company incorporated under the laws of the Grand Duchy of Luxembourg (“Balderton”), (iii) ETI 2020, a French Fonds Professionnel de Capital Investissement organized under the laws of France, represented by its managing company (société de gestion), Bpifrance Investissement (“Bpifrance”), (iv) FCPR Galileo III, a French Fonds Commun de Placement à Risques organized under the laws of France, represented by its managing company (société de gestion), Galileo Partners (“Galileo”), (v) FCPI Allianz Innovation 6, FCPI Allianz Innovation 7, FCPI Idinvest Croissance 2005, FCPI Poste Innovation 8, FCPI Capital Croissance, FCPI Objectif Innovation Patrimoine, FCPI La Banque Postale Innovation 5, FCPI Alli
ContractTalend SA • June 28th, 2016 • Services-prepackaged software
English Summary of French language lease agreement dated February 7, 2014 (the “Lease”) by and between Foncière Medicale N°1 (the “Lessor”) and Talend S.A. (the “Tenant”).
