Bpifrance Parties Uses in Certain Definitions Clause

Certain Definitions from Shareholder Agreement

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 societe anonyme organized under the laws of France (the Company), (ii) Balderton Capital IV, L2 S.a.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 (societe de gestion), Bpifrance Investissement (Bpifrance), (iv) FCPR Galileo III, a French Fonds Commun de Placement a Risques organized under the laws of France, represented by its managing company (societe 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 Allianz Innova

Certain Definitions. As used in this Agreement, the following definitions shall apply: ADSs means American depositary shares of the Company, each of which represents one (1) Ordinary Share. Aggregate Balderton Ownership means the total number of Company Securities owned, in the aggregate and without duplication, by the Balderton Parties. Aggregate Bpifrance Ownership means the total number of Company Securities owned, in the aggregate and without duplication, by the Bpifrance Parties. Aggregate Idinvest Ownership means the total number of Company Securities owned, in the aggregate and without duplication, by the Idinvest Parties. Aggregate SL Ownership means the total number of Company Securities owned, in the aggregate and without duplication, by the SL Parties. Balderton Parties means Balderton and any investment fund or related alternative investment vehicle managed, sponsored, controlled or advised by Balderton Capital (UK) LLP or any Person that controls, is controlled by or is under common control with, Balderton Capital (UK) LLP, in each case so long as any such Balderton Party (i) is managed, sponsored, controlled or advised by an investment fund affiliated with Balderton Capital (UK) LLP and (ii) owns Company Securities. Board means the board of directors of the Company. Bpifrance Parties means Bpifrance and any investment fund or related alternative investment vehicle managed, sponsored, controlled or advised by Bpifrance Investissement or any Person that controls, is controlled by or is under common control with, Bpifrance Investissement, in each case so long as any such Bpifrance Party (i) is managed, sponsored, controlled or advised by an investment fund affiliated with Bpifrance Investissement and (ii) owns Company Securities. Business Day means a day other than a Saturday, Sunday or other day on which banks located in Paris, France or New York City, New York are authorized or required by law to close. Change in Control means any transaction or series of related transactions (whether by merger, consolidation, recapitalization, liquidation or sale or transfer of Company Securities (or securities then convertible into, or exercisable or exchangeable for, Company Securities) or assets (including Equity Securities of the Companys Subsidiaries) or otherwise) as a result of which any Person or group, within the meaning of Section 13(d)(3) of the Exchange Act (other than the Major Shareholders and their respective affiliates, any group of which the foregoing are members and any other members of such a group), obtains ownership, directly or indirectly, of (i) Company Securities (or securities then convertible into, or exercisable or exchangeable for, Company Securities) that represent more than 50% of the total voting power of the outstanding share capital of the Company or applicable successor entity or (ii) all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis. Company By-laws means the Amended and Restated Bylaws of the Company, as in effect on the date hereof. Company Securities means the outstanding Ordinary Shares and any Equity Securities representing the Ordinary Shares (including, for the avoidance of doubt, the ADSs). Director means any of the individuals elected or appointed to serve on the Board. Eligible Holders means the Major Shareholders and the holders of Other Securities. Eligible Securities means the Registrable Securities and the Other Securities. Equity Securities means, with respect to any Person, any (i) membership interests or shares of share capital, (ii) equity, ownership, voting, profit or participation interests or (iii) similar rights or securities in such Person or any of its Subsidiaries, or any rights to securities convertible into or exchangeable for, options or other rights to acquire from such Person or any of its Subsidiaries, or obligation on part of such Person or any of its Subsidiaries to issue, any of the foregoing. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Form 8-A Effective Time means the date and time on which the registration statement on Form 8-A filed by the Company under the Exchange Act with the SEC to register the class of Ordinary Shares and ADSs becomes effective (which will occur after the Board determines to price the IPO), as determined by the Company. Galileo Parties means Galileo and any investment fund or related alternative investment vehicle managed, sponsored, controlled or advised by Galileo Partners or any Person that controls, is controlled by or is under common control with, Galileo Partners, in each case so long as any such Galileo Party (i) is managed, sponsored, controlled or advised by an investment fund affiliated with Galileo Partners and (ii) owns Company Securities. Idinvest Parties means Idinvest and any investment fund or related alternative investment vehicle managed, sponsored, cont