CRITEO S.A. [ l ] American Depositary Shares Representing an Aggregate of [ l ] Ordinary Shares Underwriting AgreementCriteo S.A. • October 23rd, 2013 • 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.
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.”
