BSA AIR INVESTMENT AGREEMENT

AMONG:

[], a [] governed by the laws of [], having its registered office located at [] registered with the trade and companies registry of [] under number [], represented by [__],

OR

[], born on [] in [], residing at [], email: [__];

(hereafter referred to as the “AIR Investor”)

AND:

[COMPANY], a [] governed by the laws of [], having its registered office located at [] registered with the trade and companies registry of [] under number [], represented by [],

(the “Company”),

(the AIR Investor and the Company are hereafter collectively referred to as the “Parties” and individually as a “Party”),

WHEREAS:

The Company was created in [year of incorporation] and is specialized in software distribution.

On the date hereof, the President, acting pursuant to the authorization granted to him pursuant to the [unanimous decisions of the shareholders/general assembly] dated [__] (the “Shareholders’ Decisions”) decided to issue one (1) warrant (the “BSA AIR”) to the AIR Investor for a subscription price equal to the Investment Amount giving the right to subscribe to a variable number of New Shares (as defined below) of the Company at their nominal value (the “President’s Decision”).

The terms and conditions of this BSA AIR Investment Agreement (this “Agreement”) and of the Shareholders’ Decisions shall govern the BSA AIR.

The share capital of the Company on a fully diluted basis, as of the date hereof (including the issuance of the BSA AIR), is set forth in Exhibit A.

AS A RESULT, IT HAS BEEN AGREED THE FOLLOWING:

DEFINITIONS

For the purposes of this Agreement, the terms listed hereafter shall have the following meaning, unless the context would require a different interpretation:

“Affiliate” means, with respect to the AIR Investor, any other person which, directly or indirectly, Controls, is Controlled by, or is under common Control with the AIR Investor.

“Cap” shall mean [] euros (EUR []).

“Control” shall be interpreted in accordance with article L.233-3 of the French Commercial Code.

“Discount Rate” shall mean [__]%.

“Final Exercise Period” shall mean the period starting from the date of the President’s Decision and expiring [__] months later.

“Floor” shall mean [] euros (EUR []).

“Fully Diluted Basis” shall refer, at any given date, to all outstanding Shares and all Shares that may be issued, immediately or on a future date, through the exercise or conversion of outstanding Securities or rights (such as founders’ warrants (bons de souscription de parts de créateur d’entreprise) or warrants (bons de souscription d’actions)).

“Investment Amount” shall mean [] euros (EUR []).

“Nᶦ” shall mean the number of Shares on a Fully Diluted Basis immediately before the issuance of the New Shares.

“New Shares” shall mean such Shares to be issued by the Company as a result of the exercise by the AIR Investor of the BSA AIR.

“Nominal Value” shall mean the nominal value of each of the Shares, that is [] euros (EUR []).

“Securities” means:

the Shares; or

any securities (valeurs mobilières donnant accès, immédiatement ou à terme, au capital de la Société) or other rights entitling their holders, immediately or on a due date, to subscribe or otherwise acquire Shares, including but not limited to stock-options (options de souscription ou d'achat d'actions) and warrants (bons de souscription de parts de créateur d'entreprise and bons de souscription autonomes).

“Share” shall mean any share issued by the Company.

“Shareholder” shall mean any holder of Shares of the Company.

PROCEDURE

2.1 The Company undertakes to issue, and the AIR Investor shall subscribe to one (1) BSA AIR for a subscription price equal to the Investment Amount.

2.2 The AIR Investor shall subscribe to the BSA AIR by signing and delivering to the Company the corresponding subscription form as set forth in Exhibit B on the date hereof. The full payment of the subscription price shall be performed within twenty (20) calendar days from the date of the President’s Decision. In case of default in payment, the BSA AIR which would not have been subscribed by the AIR Investor will be considered as not issued.

2.3 This Agreement shall set forth the terms and conditions of the issuance, subscription and exercise of the BSA AIR in accordance with the resolutions of the Shareholders’ Decisions and the President’s Decision.

2.4 Upon exercise of the BSA AIR, the AIR Investor undertakes that it shall enter into a shareholders’ agreement or a contractual undertaking in the form agreed between the shareholders of the Company at the time of the Triggering Event (as such term is defined below).

REPRESENTATIONS OF THE PARTIES

Each Party represents and warrants to the other Parties, that:

it is legally incorporated or formed and in good standing under French law or the laws of the jurisdiction where it is established and that its legal representative has full powers and authority to sign and implement the Agreement,

the execution and implementation of the Agreement have been validly authorized by such Party's competent bodies,

the signature and execution of the Agreement as well as the completion of the transactions which are referred to therein entail no, nor will they entail any, breach or termination of any agreement or deed to which it is a party and that neither the signature or execution of the Agreement, nor the completion of the transactions which are referred to therein conflict or will conflict with any provision of said agreements or deeds, and

the obligations resulting for it from the Agreement are legally valid and binding on it pursuant to their terms.

PARTICULAR PLEDGES

The Company shall:

(i) inform the AIR Investor of any circumstances arising which will give right to the AIR Investor to exercise in due course the BSA AIR; and

(ii) act in, a general manner, with loyalty and transparency to the AIR Investor.

FEATURES OF THE BSA AIR

5.1 Form of the BSA AIR

Each BSA AIR shall be issued in registered form. The ownership title to BSA AIR will be evidenced by an account entry into the corporate books of the Company under the AIR Investor’s name.

5.2 Transfer of BSA AIR

Save for transfers to Affiliates of the AIR Investor, the BSA AIR may not be transferred until the Final Exercise Period.

5.3 Issuance price and payment conditions of the BSA AIR

Each BSA AIR shall be issued at a price equal to the corresponding Investment Amount, which represents the total subscription price of the BSA AIR.

The payment of the subscription price shall be performed by way of payment by wire transfer, no later than twenty (20) calendar days from the date of the President’s Decision, to the bank account which details will be communicated by the Company or by offsetting against due and payable debts held against the Company on the subscription date of the BSA AIR.

5.4 Rights and obligations attached to the BSA AIR

Each BSA AIR shall give right to subscribe to New Shares.

The class or category of the New Shares shall be determined as follows:

in the event that a BSA AIR is exercised in the context of an Issuance of Securities, the New Shares shall be of the same class or category as the highest class or category issued pursuant to the Issuance of Securities, i.e.:

ordinary Shares of the same class (and benefiting from the same contractual and statutory financial rights, subject to any minimum threshold requirement as to the benefits of certain specific financial rights), or as the case may be,

if, in the context of the Issuance of Securities, the new investors are granted down round antidilution warrants, whether or not attached to the subscribed Shares (the “Ratchet Warrants”), the Company shall grant the AIR Investor, for every New Share issued pursuant to the exercise of the BSA AIR, one Ratchet Warrant carrying the same rights as the Ratchet Warrants granted to the investors participating to the issuance of Securities;

except in the cases set forth above, the New Shares shall be ordinary shares.

EXERCISE OF THE BSA AIR

6.1 Conditions of exercise of the BSA AIR and number of New Shares subscribed

6.1.1 The BSA AIR shall be exercisable in the event that, and from the moment when, any of the following events would occur (each of them being hereinafter referred to as a “Triggering Event”):

(i) an issuance of securities, for a total subscription amount of at least one million euros (EUR 1,000,000) (with the understanding that new issuance of BSA AIR, of stock-options (options de souscription ou d'achat d'actions), warrants (bons de souscription de parts de créateur d'entreprise and bons de souscription d’actions) and free shares shall not be considered as a Triggering Event) “Issuance of Securities”;

(ii) a merger or a split of the Company (hereinafter referred to as an “Exchange Operation”);

(iii) a transfer, regardless of its legal form, of property (full, divided or dismembered) of the Company’s Shares, resulting in a change of control within the meaning of the article L. 233-3 of the French Code de commerce or a transfer of the Company’s goodwill or its main assets or a partial contribution of assets (hereinafter referred to as a “Qualified Transfer”);

(iv) the Company’s Securities listing in a market, regulated or not, in France or abroad (hereinafter referred to as an “IPO”);

(v) the opening of a safeguard, reorganization or liquidation procedure of the Company, or any similar operation (hereinafter referred to as an “Insolvency Proceeding”).

Upon occurrence of a Triggering Event, each BSA AIR shall grant the concerned AIR Investor the right to subscribe, in one sole transaction, a number of “Nᴬᶦʳ” New Shares, rounded down, according to the following formula:

Nᴬᶦʳ = Investment Amount/Price per Share

and:

the “Price per Share” shall be determined as follows:

if the Conversion Valuation (as defined below), reduced by the Discount rate, is strictly higher than the Cap:
\ Price per Share = Cap/Nᶦ

if the Conversion Valuation (as defined below), reduced by the Discount rate, is strictly lower than the Floor: 
\ Price per Share = Floor/Nᶦ

if the Conversion Valuation (as defined below), reduced by the Discount rate, is higher or equal to the Floor Value and lower or equal to the Cap:
\ Price per Share = Conversion Valuation x (1 - Discount Rate)/Nᶦ

“Conversion Valuation”: means:

If the Triggering Event is an Issuance of Securities, an Exchange Operation or a Qualified Transfer:

the valuation in euros of 100% of the Company retained for the relevant Triggering Event on a fully diluted basis immediately prior to the Triggering Event,

If the Triggering Event is an IPO:

the amount of the pre-money valuation, expressed in euros, of 100% of the Securities of the Company, on a Fully Diluted Basis, determined on the basis of the average of the introductory stock exchange price range.

If the Triggering Event is an Insolvency Proceeding or the initiation of the Final Exercise Period:

the Floor.

Nᴬᶦʳ shall be, as the case may be, adjusted in order to take into account any Share split or consolidation.

Should the Triggering Event be an Issuance of Securities or a Qualified Transfer, the BSA AIR shall be exercised before the final completion of the considered Triggering Event, failing which it will be null and void.

Should the Triggering Event be an IPO, the BSA AIR shall be exercised prior to the first listing day of the Shares.

Should the Triggering Event be an Exchange Operation, the BSA AIR may be exercised, at any moment, from the deposit at the registry of the draft terms of merger or division, but in any case before the final completion of the considered Triggering Event, failing which it will be null and void.

Should the Triggering Event be an Insolvency Proceeding, the BSA AIR shall be exercised prior to the opening of the corresponding procedure with the competent commercial court.

Should the Triggering Event be the initiation of the Final Exercise Period, the BSA AIR may be exercised at any moment during the Final Exercise Period at the Valuation Floor, failing which it will be null and void.

It is hereby provided that, in order to allow the AIR Investor to exercise its BSA AIR, the potential occurring of a Triggering Event shall be notified to them by the Company at least thirty (30) calendar days before the date of occurrence of the Triggering Event (the “Triggering Event Notice”). Absent any such Triggering Event Notice, the AIR Investor shall nonetheless be entitled to exercise its BSA AIR under the terms and conditions hereof.

6.2 Notice and Exercise Date of the BSA AIR

In support of its exercise, the AIR Investor shall execute and deliver a subscription form in relation to the number of New Shares determined in accordance with article 6.1 (the “Exercise Form”). The date of receipt by the Company of the Exercise Form will be considered as the date of exercise of the BSA AIR (the “Exercise Date”).

Exercise Price of the BSA AIR

6.3.1 The exercise price of the BSA AIR shall be equal to the number of New Shares actually subscribed as a result from the exercise of the BSA AIR, multiplied by the Nominal Value (the “Exercise Price”).

6.3.2 The payment of the Exercise Price shall be made by incorporating its amount out of the specific available reserve account constituted in accordance with the Shareholders’ Decisions, in the account issue premium, it being provided further that, in the event the Company's shareholders' equity is less than half of the share capital, the nominal value of the shares resulting from the exercise of the BSA AIR warrant shall be (i) paid up in cash or set-off of receivables, and (ii) fully paid within thirty (30) calendar days following the signature date of each subscription form, failing which the exercise will be null and void.

Lapsing of the BSA AIR

Failing to send the Exercise Form by the end of the Final Exercise Period, the AIR Investor shall be deemed to have waived on a definitive and irrevocable basis the subscription rights of its BSA AIR.

Beneficial ownership of the New Shares

The New Shares issued as a result of the exercise of the BSA AIR will carry rights as from its Exercise Date. In particular, they shall carry a right to any dividends distributed after the Exercise Date.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties hereto pertaining to the subject matter hereof and any and all other written or oral agreements relating to the subject matter hereof existing between some or all of the Parties hereto are expressly cancelled.

AMENDMENTS AND WAIVERS

Any term hereof may be amended or waived only with the written consent of the Parties. Any such amendment or waiver shall be binding upon the Company.

SUCCESSORS

This Agreement shall be assigned by operation of law to and bind the Party’s successors and assigns.

NOTIFICATIONS

10.1 All notices and other communications required or authorized hereunder shall be sent (i) when to the Company, to its registered office, and (ii) when to an AIR Investor, to its address mentioned in the subscription form or transfer form of its BSA AIR or to any other address that a AIR Investor may have indicated pursuant to the provisions of this article.

10.2 All notices and other communications required or authorized hereunder shall be in writing and validly made if either delivered via courier against written acknowledgment or sent by registered letter (return receipt requested) or e-mail to the registered office or residence of the Party concerned as specified in the above recitals.

10.3 Any change in address or information of the Parties for purposes hereof shall be notified by the Party concerned to the other Parties as provided above.

10.4 Notices and other communications sent by registered letter shall be considered as delivered on the date of its first attempted delivery.

10.5 Notices and other communications sent by e-mail shall be considered as delivered on the date they were sent.

CHANGE OF CIRCUMSTANCES

Article 1195 of the French Code civil does not apply to this Agreement and each Party therefore acknowledges that it has agreed irrevocably to assume the risk of any changes of circumstances which are unforeseeable at the date of this Agreement which could render the performance of this Agreement excessively onerous.

APPLICABLE LAW – COMPETENT JURISDICTION

This Agreement shall be governed by French law.

Any dispute resulting from, or arising in connection with, these terms and conditions shall be subject to the exclusive jurisdiction of the Paris courts (tribunaux compétents du ressort de la cour d'appel de Paris).

ELECTRONIC SIGNATURE

This Agreement has been executed by the Parties on the date stated at the beginning of this Agreement. It has been signed by each of the Parties by means of an electronic signature process implemented by DocuSign, in accordance with articles 1366 and 1367 of the French Code civil. Each of the Parties acknowledges that it has received all the information required for the electronic signature of this Agreement and that it has signed this Agreement electronically in full knowledge of the technology used and its terms and conditions, and consequently waives any claim and/or legal action challenging the reliability of this electronic signature system and/or its intention to enter into this Agreement in this regard. This Agreement has been generated in the form of a single original and definitive digital version, a copy of which has been delivered to each of the Parties.

[Remainder of the page intentionally left blanc - Signatures on the following page]

Executed on ___________, ,

EXHIBIT A

Capitalization table as of the date hereof (including the issuance of the BSA AIR)

EXHIBIT B

Subscription form for the BSA AIR

[Nom de la Société]

[Forme de la Société] with a share capital of [_______] euros

Registered office : [_______]

[numéro RCS] RCS [Greffe]

SUBSCRIPTION FORM TO ONE BSA AIR

On [], the President (the “President’s Decision”), acting pursuant to the authorization granted to him pursuant to the first resolution of the unanimous decisions of the shareholders dated [] (the “Shareholders’ Decisions”) decided:

to issue one (1) warrant (the “BSA AIR”) for a subscription price equal to [__] € giving the right to subscribe to a variable number of shares of the Company at their nominal value;

to reserve the subscription to the BSA AIR to [__];

that the BSA AIR will give its holder the right to subscribe, at par value and without issue premium, for a given number of shares;

that the BSA AIR will have to be subscribed for by means of a subscription form sent to the Company at the latest twenty (20) days as from the date of the President’s and that the payment of the entire subscription price will have to take place within the same time limit;

SUBSCRIPTION

[__], a [] governed by the laws of [], having its registered office located at [] registered with the trade and companies registry of [] under number [], represented by []

OR

[__], born on [] in [], residing at [], email: []; (the “Subscriber”),

BEING ACQUAINTED WITH:

the terms and conditions of the issue of the BSA Air described in the Shareholders’ Decisions and the President’s Decision,

DECLARES:

to subscribe to one (1) BSA AIR for a total investment of [] ([] €); and

to pay totally and immediately the subscription price of [] ([] €) by wire into the bank account opened by the Company with the bank [] under number [] (IBAN: []; BIC : []).

The Subscriber acknowledges having received a copy of this share subscription form.

In accordance with the provisions of Articles 1366, 1367, 1375 and 1174 of the French Civil Code, the Subscriber shall sign this subscription form, in a single original copy, using the DocuSign® electronic signature process.

On ______________

[__] *¹