SHARE PURCHASE WARRANT AGREEMENT of [INSERT COMPANY NAME] THIS SHARE PURCHASE WARRANT AGREEMENT (this “Agreement”) is made as of the [__] by and between [INSERT COMPANY NAME] (the “Company”), of the first part, [insert name of founder] founder and majority shareholder of the Company (the “Founder”), of the second part, and Founder Institute, Incorporated, or its registered assigns (the “Beneficiary”), of the third part. Whereas Founder has entered into on [Insert date of signature of the Founder Agreement] a founder agreement (the “Founder Agreement”) with the Beneficiary; Whereas as part of [his/her] obligations set forth under section 2 of the Founder Agreement, the Founder shall issue Warrants (as defined below) to Beneficiary in the event Beneficiary would select the Company to participate in the Bonus Pool (as defined under section 3 of the Founder Agreement); Whereas on [__], the Beneficiary has notified the Founder that the Company has been selected to participate in the Bonus Pool (as defined under section 3 of the Founder Agreement); NOW, THEREFORE, the parties hereto hereby agree as follows: Definitions. (a) Change of Control. The term “Change of Control” shall mean (i) any stock acquisition, stock issuance, reorganization, merger or consolidation, other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity or (ii) a sale, lease or other disposition of all or substantially all of the assets of the Company. (b) Fully Diluted Capitalization. “Fully-Diluted Capitalization” shall mean the aggregate issued and outstanding Shares of the Company, including any Shares reserved for grant under any option plans of the Company and assuming the conversion or exercise of all outstanding options, warrants (including the Warrants) and other convertible securities, which shall be measured as of immediately following the last closing of the next Qualified Equity Financing, as such capitalized terms are defined below; provided, however, that if no Qualified Equity Financing shall have occurred prior to the expiration date of the Warrants, then, the Fully-Diluted Capitalization of the Company shall be measured as of the exercise date of the Warrants. (c) Qualified Equity Financing. The term “Qualified Equity Financing” shall mean a transaction or series of related transactions pursuant to which the Company issues Shares to investors, with the principal purpose of raising equity, for aggregate proceeds of at least €100,000 (excluding all amounts received upon conversion or cancellation of indebtedness). (d) Shares. The term “Shares” shall mean shares of the Company; (e) Warrants. The term “Warrants” shall mean share purchase warrants (bons de souscription d'actions) to be issued by the Company in accordance with, and to be governed by, articles L. 228-98 to L. 228-106 of the French Commercial Code. Warrants issuance. Subject to the terms and conditions herein, the Company shall within a 30 day-period from the date of its selection by the Beneficiary to participate to the Bonus Pool (as defined under and according to section 3 of the Founder Agreement), issue to the benefit of the Beneficiary that number of Warrants allowing the Beneficiary, upon the exercise of the Warrants, to subscribe to that number of Shares that shall represent three and a half percent (3.5%) of the Company’s Fully-Diluted Capitalization, which shall be measured as of immediately following the last closing of the next Qualified Equity Financing, as such capitalized terms are defined below; provided, however, that if no Qualified Equity Financing shall have occurred prior to the expiration date of the Warrants, then, for the purposes of this Section 2, the Fully-Diluted Capitalization of the Company shall be measured as of the exercise date of the Warrants. Exercise Price and Period (f) Exercise Period. The Warrants shall be exercisable, in whole or in part, during the term commencing on the closing date of the next Qualified Equity Financing and ending on the expiration of these Warrants pursuant to Section 16 hereof. (g) Subscription Price. The Warrants shall be issued to the benefit of the Beneficiary at no cost. (h) Exercise Price. The exercise price for the Warrants (the “Exercise Price”) shall be the subscription price per share of the Shares subscribed by investors in the next Qualified Equity Financing; provided, however, that if no Qualified Equity Financing has occurred prior to the expiration date of these Warrants, then the exercise price for the Shares shall be the quotient obtained by dividing €1,000,000 by the Fully-Diluted Capitalization of the Company as of the expiration date of these Warrants. Method of Exercise. While these Warrants remain outstanding and exercisable, the Holder may exercise, in whole or in part, the subscription rights evidenced hereby. Such exercise shall be effected by (i) the surrender of these Warrants, together with a notice of exercise, to the president or the chief executive officer of the Company at its principal offices and (ii) the payment to the Company of the aggregate Exercise Price for the number of Shares being subscribed for. -2- Certificates for Shares. As soon as practicable upon the exercise of the Warrants, the Company shall issue the Beneficiary a certificate for the number of Shares to be subscribed for upon the exercise of the Warrants. Issuance of Shares. The Company shall validly issue the number of Shares mentioned in Section 2 above upon the notification of exercise of the Warrants by the Company. Adjustment of Exercise Price and Number of Shares. The number of Shares to be subscribed for upon exercise of the Warrants and the corresponding Exercise Price shall be subject to adjustment from time to time in accordance with Article L. 228-98 to L. 228.101 of the French Commercial Code. (i) Subdivisions, Combinations and Other Issuances. If the Company shall at any time prior to the expiration of the Warrants subdivide the Shares, by split-up or otherwise, or combine its Shares or issue additional Shares, the number of Shares issuable on the exercise of the Warrants shall be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the Exercise Price, but the aggregate Exercise Price payable for the total number of Shares to be subscribed for by exercise of the Warrants (as adjusted) shall remain the same. Any adjustment under this Section 9(a) shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or if no record date is fixed, upon the making of such dividend. (j) Reclassification, Reorganization and Consolidation. In case of any reclassification, capital reorganization, or change in the capital stock of the Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 7(a) above), then the Company shall make appropriate provision so that the Beneficiary shall have the right at any time prior to the expiration of the Warrants to subscribe for, at a total price equal to that payable upon the exercise of the Warrants, the Shares and other securities receivable in connection with such reclassification, reorganization. In any such case appropriate provisions shall be made with respect to the rights and interest of the Beneficiary so that the provisions hereof shall thereafter be applicable with respect to any Shares deliverable upon exercise hereof, and appropriate adjustments shall be made to the Exercise Price payable hereunder, provided the aggregate Exercise Price shall remain the same. (k) Redemption and Repayment. Notwithstanding Section 18 below and save for the specific events provided for under Article L. 228-102 of the French Commercial Code, the Company shall not impose redemption or repayment of the Warrants to the Beneficiary. (l) Adjustment Prior Approval. In the event of an adjustment event set forth in Sections 9(a) and (b) above, the Beneficiary, taken as a group, shall give its prior approval to such adjustment in accordance with Article L. 228-103 of the French Commercial Code. -3- No Fractional Shares or Scrip. No fractional Shares or scrip representing fractional Shares shall be issued upon the exercise of the Warrants, but in lieu of such fractional Shares the Company shall make a cash payment therefor on the basis of the exercise price then in effect. Representations of the Company and of the Founder. The Company represents that all corporate actions on the part of the Company, its officers, directors and stockholders necessary for the issuance of the Warrants will be taken and the Founder shall cause the Company to take such corporate actions Representations and Warranties by the Beneficiary. The Beneficiary represents and warrants to the Company as follows: (m) The Beneficiary has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of subscription to these Warrants and the Shares to be subscribed for pursuant to the terms of these Warrants. (n) The Beneficiary is able to bear the economic risk of the subscription of the Shares. Warrants Transferable. The Warrants and all rights hereunder are transferable, in whole or in part, without charge to the Beneficiary (except for transfer taxes) in accordance with section 3 of the Founder Agreement. Expiration of the Warrants. The Warrants shall expire and no longer be exercisable upon the earlier of (a) the consummation of any Change of Control or (b) 5:00 p.m. Pacific time on the five (5) year anniversary of the last closing of the Company’s next Qualified Equity Financing; provided, however, that if, as of the date specified in clause (b), the Shares are not traded on an over-the- counter market or stock exchange, the term of the Warrants shall be automatically extended until the earlier of (i) 5:00 p.m. Pacific time on the date that is five (5) years from the date specified in clause (b) or (ii) the consummation of any Change of Control. The Company will provide the Beneficiary with at least ten (10) days written notice prior to any Change of Control. Notices. All notices hereunder shall be effective when given, and shall be deemed to be given upon receipt or, if earlier, (a) five (5) days after deposit with the U.S. and French Postal Service or other applicable postal service, if delivered by first class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c) one business day after the business day of deposit with Federal Express or similar overnight courier, freight prepaid or (d) one business day after the business day of facsimile transmission, if delivered by facsimile transmission with copy by first class mail, postage prepaid, and shall be addressed (i) if to the Beneficiary, at 548 Market St. # 30380, San Francisco, CA 94104, USA, Attn: Adeo Ressi and (ii) if to the Company, at [insert address], tel: [_______], fax: [_______], or at such other address or facsimile number as the Company shall have furnished in writing. -4- Governing Law. This Agreement shall be governed by the laws of France, without regard to the conflicts of law provisions of any jurisdiction. Dispute Resolution Arbitration. Any dispute arising out of or in connection with this Agreement shall be resolved solely and exclusively by the Commercial Court of [Insert jurisdiction of the companies registry where the company is registered]. Amendments and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in a writing signed by the Company, the Founder and the Beneficiary. Waiver by the Beneficiary of a breach of any provision of this Agreement will not operate as a waiver of any other or subsequent breach. No Impairment. The Company shall not, by amendment of its articles of association and bylaws (statuts) or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Agreement by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Agreement and in taking all such action as may be necessary or appropriate to protect the Beneficiary’s rights under this Agreement against impairment. Option to Terminate. The Company shall have the option to redeem the Warrants by making a payment to the Beneficiary in the amount of €100,000 by cash, check or wire transfer on or before the initial closing of the next Qualified Equity Financing. Termination of Founder. If Founder resigns or is removed as a director of the Company and Founder does not certify in writing to the reasonable satisfaction of the Beneficiary within three (3) days of such resignation or removal that such resignation or removal was voluntary, then the Company shall, unless waived by the Beneficiary, make a payment to the Beneficiary in the amount of €100,000 by cash, check or wire transfer within seven (7) days of such resignation or removal. [Signature page follows] -5- IN WITNESS WHEREOF the parties have signed this Agreement in three (3) counterparts as of the date first hereinabove set forth. [INSERT COMPANY's NAME] By: Name: Title: [INSERT FOUNDER's NAME] By: Name: Title: FOUNDER INSTITUTE, INCORPORATED By: Name: Title:
"FI Warrante Agreement for France"