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.
TALEND, INC. [AMENDED AND RESTATED] CHANGE OF CONTROL AND SEVERANCE AGREEMENTChange of Control and Severance Agreement • March 1st, 2021 • Talend S.A. • Services-prepackaged software • California
This [Amended and Restated] Change of Control and Severance Agreement (the “Agreement”) is made between Talend, Inc. (the “Company”) and [ ] (the “Executive”), effective on the date of the last signature below (the “Effective Date”).
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.)
Underwriting AgreementUnderwriting Agreement • March 9th, 2018 • Talend SA • Services-prepackaged software • New York
The selling shareholders named in Schedule II hereto (the “Selling Shareholders”) of Talend S.A., a société anonyme organized under the laws of France (the “Company”), acting severally and not jointly, propose, subject to the terms and conditions stated herein, to conduct a public offering in the United States and, to sell to the Underwriter named in Schedule I hereto (the “Underwriter”), an aggregate of 3,916,474 ordinary shares of the Company to be delivered in the form of 3,916,474 American Depositary Shares (“ADSs”) each representing one of the Company’s ordinary shares, nominal value €0.08 per share. The aggregate of 3,916,474 ordinary shares in the form of 3,916,474 ADSs to be sold by the Selling Shareholders are herein called the “Shares”.
Pledge AgreementPledge Agreement • August 9th, 2019 • Talend S.A. • Services-prepackaged software • California
THIS PLEDGE AGREEMENT (“Pledge Agreement”), dated the above date, is entered into at between PACIFIC WESTERN BANK, a California state chartered 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 Autonomous First-Demand Guarantee 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 in connection with the Loan Agreement (as defined below), as the same may be amended from time to time are referred to herein collective
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • May 10th, 2019 • Talend SA • Services-prepackaged software
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT is entered into as of February 14, 2019 by and between PACIFIC WESTERN BANK, a California state-chartered bank (“Bank”) and STITCH INC., a Delaware corporation (“Grantor”).
Dated 12 April 2019 and DEBENTURE London EC3M 5AD Tel: 020 7667 9667 Fax: 020 7667 9777 Ref: 56/JS/L181-936151Talend S.A. • August 9th, 2019 • 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.
June 29th, 2015Accounts Pledge Agreement • June 28th, 2016 • Talend SA • Services-prepackaged software
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:
TALEND STOCK OPTION GRANT AGREEMENTStock Option Grant Agreement • August 10th, 2020 • Talend S.A. • Services-prepackaged software
You have been granted a total number of [__●__] Options (the “Options”)[, corresponding to] [[__●__] Options called “Base Options”] [and] [[__●__] Options called “Performance Options”][,] to subscribe ordinary Shares of the Company, subject to the terms and conditions of the 2020 Stock Option Plan (the "Plan") and this Stock Option Grant Agreement (the "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 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.
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”).
WARRANT AGREEMENTWarrant Agreement • March 1st, 2021 • Talend S.A. • Services-prepackaged software
–TALEND, a French société anonyme with a share capital of EUR [•] having its registered office located at [•] Suresnes, France, registered with the French Registre du commerce et des sociétés under number 484 175 252 R.C.S. Nanterre,
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:
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • March 10th, 2021 • Talend S.A. • Services-prepackaged software • Delaware
THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of March 10, 2021, by and between Tahoe Bidco (Cayman), LLC, a Cayman Islands limited liability company (“Parent”) and [●] (“Shareholder”).
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:
MEMORANDUM OF UNDERSTANDING BY AND BETWEEN TAHOE BIDCO (CAYMAN), LLC AND TALEND S.A. DATED AS OF MARCH 10, 2021Talend S.A. • March 10th, 2021 • Services-prepackaged software • Delaware
This Memorandum of Understanding (this “MoU”) is made and entered into as of March 10, 2021, by and between Tahoe Bidco (Cayman), LLC, an exempted company incorporated under the laws of the Cayman Islands (“Parent”) and Talend S.A., a société anonyme organized under the laws of France (the “Company”). Parent and the Company are each sometimes referred to individually as a “Party” and collectively as the “Parties.”
Re: Transition and Release AgreementTalend SA • February 28th, 2019 • Services-prepackaged software • California
This letter sets forth the terms of the transition and release agreement (the “Agreement”) upon which Talend, Inc. (the “Company”) and you have agreed.
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:
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
Underwriting AgreementUnderwriting Agreement • November 20th, 2017 • Talend SA • Services-prepackaged software • New York
The selling shareholders named in Schedule II hereto (the “Selling Shareholders”) of Talend S.A., a société anonyme organized under the laws of France (the “Company”), acting severally and not jointly, propose, subject to the terms and conditions stated herein, to conduct a public offering in the United States and, to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 2,750,000 ordinary shares of the Company to be delivered in the form of 2,750,000 American Depositary Shares (“ADSs”) each representing one of the Company’s ordinary shares, nominal value €0.08 per share. The aggregate of 2,750,000 ordinary shares in the form of 2,750,000 ADSs to be sold by the Selling Shareholders are herein called the “Shares”.
ContractLease Agreement • May 8th, 2020 • Talend S.A. • Services-prepackaged software
English Summary of the Lease Agreement dated March 2, 2020 (the “Lease”) by and between Monceau Investissements Immobiliers (the “Lessor”) and Talend S.A. (“Talend”).
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.
April 12th, 2019 BETWEEN TALEND SA as Pledgor AND PACIFIC WESTERN BANK as Beneficiary PLEDGE OF RECEIVABLES AGREEMENT (Convention de nantissement de créances) LPA-CGR avocatsApril • August 9th, 2019 • Talend S.A. • Services-prepackaged software
ContractTalend SA • May 20th, 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”).
ContractTalend SA • March 5th, 2018 • Services-prepackaged software
English Summary of the Fifth Amendment dated April 24, 2017 (the “Fifth 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”), the Third Amendment, dated January 20, 2016, to the Original Lease, First Amendment and Second Amendment (the “Third Amendment”), the Fourth Amendment, dated April 26, 2016, to the Original Lease, First Amendment, Second Amendment and Third Amendment (the “Fourth Amendment”). The parties hereby agree to the following amendments:
First Amendment to Loan and Security AgreementLoan and Security Agreement • May 10th, 2019 • Talend SA • Services-prepackaged software • California
Lender and Borrower agree to amend the Loan and Security Agreement between them, dated February 14, 2019 (as amended, the “Loan Agreement”), as follows, effective as of the date hereof. (Capitalized terms used but not defined in this Amendment shall have the meanings set forth in the Loan Agreement.)
