COLLABORATION AGREEMENT

AMONG:

[FOUNDER 1], born on [*], in [*], of [*] nationality, residing in [*],

[FOUNDER 2], born on [*], in [*], of [*] nationality, residing in [*]

(the Parties numbered 1) to [*] above being hereinafter referred to, collectively, as the “Founders” or the “Parties” and, individually, as a “Founder” or a “Party” acting jointly but not severally),*

WHEREAS:

The Founders are at the origin of a project aiming at [description of the project] (the “Project”).

They contemplate to create a new company ( “NewCo”) to carry out the Project.

In this context, they have agreed, through the present agreement (the “Agreement”) to set out the basis upon which they have accepted to collaborate in the Project and, in particular, to define (i) the principles governing the capital structure and governance of NewCo, (ii) the specific commitments of the Founders , and (iii) the main terms of the future shareholders’ agreement to be entered into between the Founders.

Now it is hereby agreed as follows:

CREATION OF NEWCO

1.1 NewCo’s characteristics

The Founders undertake to carry out the Project through a new company, to be incorporated in France with the following characteristics:

Capital structure

NewCo’s share capital shall be allocated as follows upon incorporation:

[If the Founders agree to set up an ESOP plan] [After incorporation of NewCo, the Founders agree to vote in favor of a [*]% ESOP plan, to be allocated to the first key employees of NewCo].

[If the Founders agree to sell a % of shares to a key employee, such as a CTO, after incorporation] [It is contemplated by the Founders that a [CTO][any other key person] join the Project. In this perspective, each of the Founders agree to sell [*]% of the share capital of NewCo (on a fully diluted basis) to the future [CTO]/[key person] immediately when joining the Project, at the nominal value [provided that this is possible with regard to French tax law], [in equal parts between de Founders]/[allocation to be specified if different].

[In case one or several Founders commit to consent a loan to NewCo] [In addition to the payment of the share capital, the Founders have agreed to grant a loan to the benefit of NewCo in the form of a shareholder’s loan (French avance en compte courant d’associé) of a total amount of € [*], granted according to the following distribution among the Founders [to be completed as the case may be] at the latest on [date contemplated for the payment]. [condition of the loan to be specified as the case may be (blocked period/ % interest/possibility to capitalize on the next round)].

Governance

NewCo will be managed by:

[to be completed], in [his]/[her] capacity as President of NewCo [title applicable for a French SAS, to be adapted otherwise],

[and [to be completed], in [his]/[her] capacity as managing director (Directeur Général). [title applicable for a French SAS, to be adapted otherwise - in French SAS, it is mandatory to have 1 President, who can be an individual or an entity, who is the legal representative of NewCo , and it is optional to appoint 1 or several Directeurs Généraux, who can also be individuals or entities, empowered with the same powers as the President, unless a limitation of power is specified in the by-laws or the decision relating to the appointment]

[to be completed for each corporate officer].

[If several Founders have the same powers] [Towards Third Parties, the President and the Managing Directors will each be vested with the broadest powers to act in all circumstances on behalf of NewCo, within the limits of the corporate purpose.

The Parties have wished to submit the adoption of the important decisions listed below (“Important Decisions”), that may be taken before or after the incorporation of NewCo to the prior consent of, at least, [two] Founders [in case of more than 2 Founders, it is recommended to set up a majority so that 1 individual person cannot block a decision]:

commitment entailing an expense for NewCo exceeding €[threshold to be specified];

signature of any job offers;

any press release relating to the Project;

creation or authorization of any guarantees, security interests, endorsements, long-term or short-term loans or advances and/or any borrowing;

acquisition, assignment or licensing of intellectual property rights;

entering into any agreement (oral or written) between NewCo and a Founder;

entering into strategic partnerships;

appointing any intermediary or investment bank in the perspective of a fundraising round.

[Standard Important Decisions are listed above, it being specified that this list can be extended or reduced depending on the Project]

All Founders shall be consulted on each Important Decisions, by any written means, in particular, by e-mail, and the consent or rejection of the concerned Important Decision may also be notified by any written mean, including e-mail.

All Important Decisions approved pursuant to this article and leading to an advance of expenses by one of the Founders before NewCo’s incorporation shall be taken over by NewCo upon registration and all related expenses shall be reimbursed to the concerned Founder by the Company after registration.

FOUNDERS’ SPECIFIC COMMITEMENTS

Implication in the Project

Each of the Founders undertakes (unless expressly authorized by the other Founders) to devote [100%] of [his]/[her] professional activity to the performance of [his]/[her] functions in NewCo, without prejudice, however, of the acquisition of minority shareholdings, the exercise of non-executive corporate offices or patrimonial activities (in particular real estate transactions) in any company that is not a competitor and without conflict of interests with the Project, or the holding of shares in companies whose activity is limited to the management of its assets, such as holding, real estate or portfolio companies.

[Exceptions can be declared. In the event that one or several Founders are not dedicated full time to the Project, it is recommended to specify the expected implication in time and to verify the absence of conflict of interests with their other activities.]

Each of the Founders hereby represents and warrants to the other Founders that [he]/[she] is not a party to any agreement or arrangement which would restrict such Founder’s ability to perform its obligations as set forth above.

Intellectual Property

The Founders undertake to use their best efforts, to procure that NewCo will have a valid and irrevocable right, whether through direct ownership or through a license, to use all intellectual or industrial property rights, including in particular software, designs, models, patents, know-how, trademarks, domain names and business names, that will be used for the conduct of the business or necessary for the development of the Project.

Therefore, each Founder undertakes:

to register all trademark and domain names to be used for the Project under the name of NewCo, (under the name of the company in formation),

not to acquire or register under [his]/[her] personal name any patent, trademark or intellectual or industrial property rights relating, directly or indirectly, to the activities of NewCo (such registration to be made, as the case may be, in the name of NewCo),

transfer immediately any trademark, domain names or any other intellectual or industrial property rights registered in the past under the personal name of a Founder, at the price paid for such registration and warrant, as the case may be, that no third party can claim any rights with regard to such transferred intellectual or industrial property rights.

Additionally, each Founder accepts to transfer to NewCo all intellectual or industrial property rights relating to [his]/[her] work performed in the context of the Project, as they are being created, free of charge and to the fullest extent permitted by applicable laws, it being provided that the consideration of such transfer is included into the compensation that each Founder will receive for [his]/[her] duties as corporate officer in NewCo. Each Founder undertakes to sign the appropriate IP rights assignment agreement in this regard, the template of which is set forth in Schedule 1.

The Founders also undertake to use their respective best efforts, to procure that:

any third party, in particular any freelance working on the Project, will sign an agreement including appropriate provisions relating to the assignment of all intellectual or industrial property rights such third party might create, to the benefit of NewCo, to the fullest extent permitted by applicable laws, and

the employment agreements of each employee of the NewCo who might create intellectual or industrial property rights shall include appropriate provisions relating to the assignment of all such rights relating to his/her work, to the fullest extent permitted by applicable laws.

CONFIDENTALITY

Each Founder undertakes to treat as strictly confidential and not to disclose, assign or transfer the content of the Project, in particular, documents and information relating to the business, the technologies used, the products, the targeted customers, the commercial development and strategies or any partnership agreements or any other sensitive information relating to the Project, without the prior written consent of the other Founders, except for the exclusive purposes of the performance of the Project, it being specified that any confidential information disclosed shall be protected by signing a non-disclosure agreement with any concerned third party.

This prohibition will not apply to disclosures that would be necessary to the competent authorities, the public and third parties pursuant to applicable laws and regulations.

However, information shall not be deemed confidential if:

at the time of disclosure, the information is generally known, previously published or in the public domain as a result of third parties and without breach of this confidentiality undertaking,

available from other sources without breach of this confidentiality undertaking.

SIGNATURE OF A SHAREHOLDERS’ AGREEMENT

The Founders undertake to enter into a shareholders’ agreement concomitantly to the incorporation of NewCo (the “SHA”). The SHA shall contain the usual stipulations, in particular the stipulations summarized below relating to transfers of Newco ’s shares, and the specific rights and obligations of the Founders:

Prohibited transfers (excluding unrestricted transfers):

transfers to any person carrying out a competing or similar activity to the ’s business, and any pledge of shares,

temporary non-transferability (‘lock-up’) of the Founders’ shares: these shares are totally non-transferable for a period of at least [3] years, with the exception of unrestricted transfers and subject to a partial release clause applicable to [15]% of each equity interest as at the date of the SHA,

Unrestricted transfers (share transfers not subject to the pre-emptive right and tag-along right):

reclassification of shares by a Founder (natural person) within an asset‑holding company (which is more than two-thirds owned by the concerned Founder, and for which the latter is the sole legal representative),

transfers made in exercise of the tag-along right, the drag-along obligation or the claw back option, and

transfers that have been unanimously approved by the shareholders,

Reciprocal pre-emptive right for shareholders,

Full tag-along right for shareholders in the event that a third party acquires the control of NewCo,

Drag-along obligation for all shareholders in the event that an offer to acquire at least 95% of NewCo's shares is accepted by shareholders representing at least [*]% of the 's share capital and voting rights [majority to trigger to drag along to be defined with regard to the captable], the other shareholders will be required, under a unilateral and irrevocable transfer commitment, to sell all their shares based on the same terms and conditions, notably the price.

Non-dilution clause: in the event that new shares are issued with removal of (or individual waiver of) preferential subscription rights for shareholders, each shareholder will have the right to maintain their % in NewCo’s share capital (excluding any incentive plans for employees or managers in the form of ‘BSPCE’/‘BSA’, any other equivalent options or free shares).

Undertakings of the Founders: usual stipulations, including exclusivity, non-competition, non-solicitation and transfer of intellectual property rights to NewCo.

Claw-back option: undertaking to sell the Founders’ shares (bad leaver and good leaver provisions), an example of claw back option being set forth in Schedule 2.

[[In case an ESOP plan is contemplated]: a template contractual undertaking dedicated to holders of options shall be annexed to the SHA, including, in particular a total tag along right at their benefit and a claw back option in case of departure of the Company.]

DURATION OF THE AGREEMENT

Initial term

The Agreement is entered into for a period of [three (3)] years as from its execution. At the end of this first period of [three (3)] years, the Agreement shall be automatically renewed for periods of one (1) year. On any renewal, any Party may terminate its participation to the Agreement, by notifying such decision to the other Parties at least six (6) months in advance.

Early termination

The Agreement will terminate by anticipation upon signature of the SHA.

NOTICES

All notices under the Agreement shall be made (i) by registered letter with acknowledgment of receipt (in which case they shall be effective upon first presentation by mail), (ii) by personal delivery against receipt, including any personal delivery through an electronic signature platform against receipt recorded electronically (in which case they shall be effective on the date of acknowledgement of receipt), or (iii) by electronic mail, subject to confirmation by the sender, by registered letter with acknowledgment of receipt the following day, or confirmation of receipt by the addressee, by electronic mail within three (3) days (in which case they shall be effective on the date of sending of the electronic mail).

Notices hereunder shall be addressed to the Parties as follows:

[to be completed for each Founder]

[Founder first and last name]
[postal address]
[email address]

or such other address that the Parties may communicate in accordance with this article.

APPLICABLE LAW - JURISDICTION

The Agreement is governed by the laws of France.

Any dispute arising from the conclusion, interpretation, performance or non-performance, or from the consequences, of the Agreement shall be subject to the exclusive jurisdiction of the competent courts within the jurisdiction of the [Paris] Court of Appeal.

FINAL PROVISIONS

Amendment of the Agreement

This Agreement may not be varied except by a written document signed by or on behalf of each of the Parties.

Integrity and primacy of the Agreement

The Agreement replaces and supersedes any and all other agreements previously entered into between some or all of the Parties with respect to the subject matter hereof.

As a consequence, each Party hereby irrevocably waives any and all rights and/or claims which it may have under any and all such other previous agreements.

Independence of the provisions

In the event any of the provisions hereof were held to be null or inapplicable, in any form and for any reason, the Parties undertake to consult each other to remedy the cause of such nullity, so that, except where impossible, the Agreement remain in full force without disruption.

Cooperation

The Parties undertake to communicate, execute, and deliver any information and any document, as well as to take any action or decision which may be necessary to the performance of the Agreement.

Absence of waiver

The fact that a Party does not require the performance by another Party of one or more of the provisions of this Agreement shall not constitute a waiver of such provision(s) and may not be interpreted as such.

Good faith

The Parties undertake to conduct themselves at all times as loyal and good faith partners with each other and to perform their obligations under this Agreement in that spirit.

The Parties undertake to consult each other, as necessary, with a view to modifying the terms of the Agreement, in order to respect the spirit, economy and objectives pursued by them in the Agreement.

Each Party declares assuming for itself the risk of occurrence, while the Agreement is in effect, of an unpredictable change of circumstances at the time of execution of the Agreement and thus waives the provisions of article 1195 of the French civil code in such a case. Consequently, each Party agrees to bear all the consequences which would arise from a situation d’imprévision within the meaning of that article.

Made in ________

In [*](*) original copies, on _______

________________

[Founder 1]

________________

[Founder 2]

Schedule 1

Template assignment of IP right

Schedule 2

Example of claw back option

[Example of standard claw-back option between Founders]

For the purposes of this Schedule, the Founders agree that:

In light of the above, each Founder irrevocably undertakes, in case:

he shall leave the Group as a result of:

a termination of mandate (or employment contract as the case may be) for willful misconduct (faute lourde within the meaning of case law of the French chambre sociale de la Cour de cassation), or

in the event of a breach of the specific and essential commitments set forth in the SHA (implication, non-compete or IP commitments) notified to the concerned Founder and not remedied within 15 days as from such notification,

Events mentioned in paragraphs (i) (a) and (b) above being referred to as a “Bad Leaver”,

he shall leave the Group as a result of any other reason than set forth in paragraphs (i) above (a “Good Leaver”),

to Transfer or cause to be Transferred to, in first rank, NewCO, in view of cancelling the concerned Shares, and, in second rank, to the other Founders (together, the “Beneficiaries”) if so requested by the latter, at their discretion, all or part of Claw Back Shares right to dividends attached and free and clear of any pledge or security of any nature whatsoever, for a price per Share defined below :

In case of the occurrence of a:

Bad Leaver Departure: the Beneficiaries will have a call option for a period of ninety (90) days over 100% of the Claw Back Shares (Vested Shares and Unvested Shares), at the Subscription Price;

Good Leaver Departure: the Beneficiaries will have a call option for a period of ninety (90) days, as follows:

On the Unvested Shares: at the Subscription Price, and

On the Vested Shares: at the Fair Market Value.

For this purpose and subject to the foregoing, each Founder grants to the Beneficiaries (the “Transferee(s)”) who accept the benefit of an irrevocable promise to sell the part or all the Claw Back Shares (the “Claw Back Option”), provided that the Beneficiaries may decide to substitute other managers or employee of NewCo in the benefit of all or part of the Claw Back Option.