tlnd-20200630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2020


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period ___ to ___

Commission File Number 001-37825

Talend S.A.

(Exact name of registrant as specified in its charter)

France

(State or other jurisdiction of incorporation or organization)

5-7, rue Salomon de Rothschild

Suresnes, France

(Address of principal executive offices)

Not Applicable

(I.R.S. Employer Identification Number)

92150

(Zip Code)

+33 (0) 1 46 25 06 00

(Registrant’s telephone number, including area code)

9, rue Pages, Suresnes, France 92150

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
American Depositary Shares, each representing one ordinary share, nominal value €0.08 per share	TLND	The NASDAQ Stock Market LLC
Ordinary shares, nominal value €0.08 per share*		The NASDAQ Stock Market LLC*

* Not for trading, but only in connection with the listing of the American Depositary Shares on the NASDAQ Stock Market LLC.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 31, 2020, the registrant had 31,537,857 ordinary shares, nominal value of €0.08 per share, outstanding.

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TALEND S.A.

TABLE OF CONTENTS


PART I.	FINANCIAL INFORMATION	3
Item 1.	Condensed Consolidated Financial Statements (unaudited)	3
	Condensed Balance Sheets as of June 30, 2020 and December 31, 2019	3
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2020 and 2019	4
	Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2020 and 2019	5
	Condensed Consolidated Statements of Stockholders' Equity for the Three and Six Months Ended June 30, 2020 and 2019	6
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2020 and 2019	8
	Notes to the Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	31
PART II.	OTHER INFORMATION	33
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	71
Item 3.	Defaults Upon Senior Securities	71
Item 4.	Mine Safety Disclosures	71
Item 5.	Other Information	71
Item 6.	Exhibits	73
	Signatures	75

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PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED).

TALEND S.A.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(unaudited)


	June 30,		December 31,
	2020		2019
ASSETS
Current assets:
Cash and cash equivalents	$	164,968	$	177,075
Accounts receivable, net of allowance for doubtful accounts of $1,497 and $1,082, respectively	53,090		82,952
Contract acquisition costs	11,010		10,695
Other current assets	11,821		9,832
Total current assets	240,889		280,554
Non-current assets:
Contract acquisition costs	22,071		22,050
Operating lease right-of-use assets	25,407		27,821
Property and equipment, net	6,860		5,348
Goodwill	49,747		49,744
Intangible assets, net	11,370		14,018
Other non-current assets	4,819		4,382
Total non-current assets	120,274		123,363
Total assets	$	361,163	$	403,917
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,842	$	4,439
Accrued expenses and other current liabilities	35,685		41,182
Contract liabilities - deferred revenue, current	126,595		142,616
Operating lease liabilities, current	4,589		5,047
Short-term debt	—		227
Total current liabilities	168,711		193,511
Non-current liabilities:
Deferred income taxes	567		768
Other non-current liabilities	1,649		1,137
Contract liabilities - deferred revenue, non-current	13,831		17,807
Operating lease liabilities, non-current	22,204		24,252
Long-term debt	132,681		130,490
Total non-current liabilities	170,932		174,454
Total liabilities	339,643		367,965
Commitments and contingencies (Note 8)
STOCKHOLDERS' EQUITY
Ordinary shares, par value €0.08 per share; 31,536,529 and 31,017,268 shares authorized, issued and outstanding, respectively	3,250		3,205
Additional paid-in capital	335,571		309,988
Accumulated other comprehensive income	633		1,107
Other reserves	272		207
Accumulated losses	(318,206)		(278,555)
Total stockholders’ equity	21,520		35,952
Total liabilities and stockholders’ equity	$	361,163	$	403,917

The above condensed consolidated balance sheets should be read in conjunction with the accompanying notes.

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TALEND S.A.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
Revenue
Subscriptions	$	60,885	$	52,615	$	121,794	$	102,480
Professional services	6,853		7,690		14,063		15,491
Total revenue	67,738		60,305		135,857		117,971
Cost of revenue
Subscriptions	8,947		8,484		16,971		15,806
Professional services	6,259		7,275		13,000		15,153
Total cost of revenue	15,206		15,759		29,971		30,959
Gross profit	52,532		44,546		105,886		87,012
Operating expenses
Sales and marketing	39,531		34,528		77,784		69,188
Research and development	17,639		16,577		33,573		31,435
General and administrative	14,997		11,616		30,652		22,028
Total operating expenses	72,167		62,721		142,009		122,651
Loss from operations	(19,635)		(18,175)		(36,123)		(35,639)
Interest income (expense), net	(1,922)		(4)		(3,727)		(6)
Other income (expense), net	67		(230)		265		(585)
Loss before benefit (provision) for income taxes	(21,490)		(18,409)		(39,585)		(36,230)
Provision for income taxes	(19)		(115)		(66)		(39)
Net loss	$	(21,509)	$	(18,524)	$	(39,651)	$	(36,269)

Net loss per share attributable to ordinary shareholders, basic and diluted	$	(0.68)	$	(0.61)	$	(1.27)	$	(1.19)

Weighted-average shares outstanding used to compute net loss per share attributable to ordinary shareholders:	31,428		30,455		31,308		30,352

The above condensed consolidated statements of operations should be read in conjunction with the accompanying notes.

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TALEND S.A.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
Net loss	$	(21,509)	$	(18,524)	$	(39,651)	$	(36,269)
Other comprehensive gain (loss)
Foreign currency translation adjustment	(563)		(214)		(474)		141
Total comprehensive loss	$	(22,072)	$	(18,738)	$	(40,125)	$	(36,128)

The above condensed consolidated statements of comprehensive loss should be read in conjunction with the accompanying notes.

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TALEND S.A.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except share data)

(unaudited)


	Three Months Ended June 30, 2020
	Ordinary shares					Additional paid-in capital		Accumulated other comprehensive income		Other reserves		Accumulated loss		Total equity
	Shares	Amount
Balance as of March 31, 2020	31,337,694	$	3,233	$	324,141	$	1,196	$	246	$	(296,697)	$	32,119
Net loss for the period	—	—		—		—		—		(21,509)		(21,509)
Other comprehensive loss	—	—		—		(563)		—		—		(563)
Restricted stock units reserve	—	—		(26)		—		26		—		—
Shares issued from restricted stock unit vesting	175,237	15		(15)		—		—		—		—
Exercise of stock awards	23,598	2		247		—		—		—		249

Share-based compensation	—	—		11,224		—		—		—		11,224
Balance as of June 30, 2020	31,536,529	$	3,250	$	335,571	$	633	$	272	$	(318,206)	$	21,520


	Three Months Ended June 30, 2019
	Ordinary shares					Additional paid-in capital		Accumulated other comprehensive income		Other reserves		Accumulated loss		Total equity
	Shares	Amount
Balance as of March 31, 2019	30,359,600	$	3,146	$	255,408	$	759	$	182	$	(234,831)	$	24,664
Net loss for the period	—	—		—		—		—		(18,524)		(18,524)
Other comprehensive loss	—	—		—		(214)		—		—		(214)
Restricted stock units reserve	—	—		(31)		—		31		—		—
Shares issued from restricted stock unit vesting	109,994	11		(11)		—		—		—		—
Exercise of stock awards	89,154	7		1,359		—		—		—		1,366

Share-based compensation	—	—		10,556		—		—		—		10,556
Balance as of June 30, 2019	30,558,748	$	3,164	$	267,281	$	545	$	213	$	(253,355)	$	17,848

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TALEND S.A.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Continued)

(in thousands, except share data)

(unaudited)


	Six Months Ended June 30, 2020
	Ordinary shares					Additional paid-in capital		Accumulated other comprehensive income		Other reserves		Accumulated loss		Total equity
	Shares	Amount
Balance as of December 31, 2019	31,017,268	$	3,205	$	309,988	$	1,107	$	207	$	(278,555)	$	35,952
Net loss for the period	—	—		—		—		—		(39,651)		(39,651)
Other comprehensive loss	—	—		—		(474)		—		—		(474)
Restricted stock units reserve	—	—		(65)		—		65		—		—
Shares issued from restricted stock unit vesting	276,760	24		(24)		—		—		—		—
Exercise of stock awards	169,526	15		1,838		—		—		—		1,853
Issuance of ordinary shares in connection with employee stock purchase plan	72,975	6		2,281		—		—		—		2,287
Share-based compensation	—	—		21,553		—		—		—		21,553
Balance as of June 30, 2020	31,536,529	$	3,250	$	335,571	$	633	$	272	$	(318,206)	$	21,520


	Six Months Ended June 30, 2019
	Ordinary shares					Additional paid-in capital		Accumulated other comprehensive income		Other reserves		Accumulated loss		Total equity
	Shares	Amount
Balance as of December 31, 2018	30,158,374	$	3,128	$	244,878	$	404	$	138	$	(217,001)	$	31,547
Adjustment on initial application of ASC 842	—	—		—		—		—		(85)		(85)
Adjusted balance as of January 1, 2019	30,158,374	3,128		244,878		404		138		(217,086)		31,462
Net loss for the period	—	—		—		—		—		(36,269)		(36,269)
Other comprehensive gain	—	—		—		141		—		—		141
Restricted stock units reserve	—	—		(75)		—		75		—		—
Shares issued from restricted stock unit vesting	142,628	13		(13)		—		—		—		—
Exercise of stock awards	198,847	18		2,977		—		—		—		2,995
Issuance of ordinary shares in connection with employee stock purchase plan	58,899	5		2,268		—		—		—		2,273
Share-based compensation	—	—		17,246		—		—		—		17,246
Balance as of June 30, 2019	30,558,748	$	3,164	$	267,281	$	545	$	213	$	(253,355)	$	17,848

The above condensed consolidated statements of stockholders’ equity should be read in conjunction with the accompanying notes.

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TALEND S.A.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Six Months Ended June 30,
	2020		2019
Cash flows from operating activities:
Net loss for the period	$	(39,651)	$	(36,269)
Adjustments to reconcile net loss to net cash (used in) from operating activities:
Depreciation	1,636		1,399
Amortization of intangible assets	2,639		2,655
Amortization of debt discount and issuance costs	2,541		—
Amortization of contract acquisition costs	5,735		4,977
Non-cash operating lease cost	2,987		2,820
Unrealized (gain) loss foreign exchange	(927)		170
Accrued interest on convertible debt	1,352		—
Share-based compensation	21,553		17,246
Changes in operating assets and liabilities:
Accounts receivable	29,003		19,626
Contract acquisition costs	(6,404)		(6,159)
Other assets	(2,452)		(663)
Accounts payable	(2,561)		1,041
Accrued expenses and other current liabilities	(6,338)		(2,051)
Contract liabilities - deferred revenue	(18,409)		(7,538)
Operating lease liabilities	(2,955)		(2,875)
Net cash used in operating activities	(12,251)		(5,621)
Cash flows from investing activities:
Acquisition of property and equipment	(3,165)		(1,544)
Net cash used in investing activities	(3,165)		(1,544)
Cash flows from financing activities:
Proceeds from issuance of ordinary shares related to exercise of stock awards	1,853		2,995
Proceeds from issuance of ordinary shares related to employee stock purchase plan	2,287		2,273
Repayment of borrowings	(660)		(36)
Net cash from financing activities	3,480		5,232
Net decrease in cash and cash equivalents	(11,936)		(1,933)
Cash and cash equivalents at beginning of the period	177,075		34,104
Effect of exchange rate changes on cash and cash equivalents	(171)		(59)
Cash and cash equivalents at end of the period	$	164,968	$	32,112

The above condensed consolidated statements of cash flows should be read in conjunction with the accompanying notes.

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1. Organization and Summary of Significant Accounting Policies

Business

Talend S.A. (“the Company”) is a leader in data integration and data integrity. Talend’s software platform, Talend Data Fabric, integrates data and applications in real-time across modern big data and cloud environments, as well as traditional systems, allowing organizations to develop a unified view of their business and customers. The Company, organized under the laws of France in 2005, has its registered office located at 5-7, rue Salomon de Rothschild, 92150 Suresnes, France.

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and reflect, in the opinion of management, all adjustments, consisting of normal recurring adjustments and accruals, necessary to present fairly the consolidated balance sheets as of June 30, 2020 and December 31, 2019, the consolidated statements of operations, the consolidated statements of comprehensive loss and the consolidate statements of stockholders’ equity for the three and six months ended June 30, 2020 and June 30, 2019, and the consolidated statements of cash flows for the six months ended June 30, 2020 and June 30, 2019. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited Consolidated Financial Statements and accompanying Notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 17, 2020.

Certain prior year financial information in the consolidated statement of cash flows has been reclassified to conform with current year presentation. In addition, an immaterial reclassification of unbilled revenue between other assets and accounts receivable has been made in our prior year consolidated balance sheet to conform to the current period presentation. These reclassifications had no impact on net loss, stockholders’ equity, operating cash flows or total cash flows as previously reported.

Use of estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant items subject to such estimates include, but are not limited to, revenue recognition (including allocation of the transaction price to separate performance obligations and the determination of the stand-alone selling price), the amortization period for contract acquisition costs, contract period of leases, fair value of acquired intangible assets and goodwill, and share-based compensation expense. These estimates and assumptions are based on management’s best estimates and judgment. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ significantly from these estimates.

Summary of significant accounting policies

Except for the accounting policies described below, there have been no changes to the Company’s significant accounting polices disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 17, 2020, that have had a material impact on the Company’s condensed consolidated financial statements and related notes.

Recently adopted accounting standards

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and in November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses. ASU 2019-11 requires entities that did not adopt the amendments in ASU 2016-13 as of November 2019 to adopt ASU 2019-11, and contains the same effective dates and transition requirements as ASU 2016-13. ASU 2016-13 replaced the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 requires

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use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. Adoption of the standard requires using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date to align existing credit loss methodology with the new standard. The Company adopted ASU 2016-13 effective January 1, 2020 and the adoption did not have a material impact on our consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, which modifies the goodwill impairment test and requires an entity to write down the carrying value of goodwill for the amount by which the carrying amount of a reporting unit exceeds its fair value. The Company adopted ASU 2017-04 effective January 1, 2020 and the adoption did not have a material impact on our consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. ASU 2018-15 aligns the requirements for capitalizing implementation costs in a cloud computing arrangement service contract with the requirements for capitalizing implementation costs incurred for an internal-use software license. The Company adopted ASU 2018-15 effective January 1, 2020 and the adoption did not have a material impact on our consolidated financial statements.

Accounting standards issued not yet adopted

There have been no other recent accounting pronouncements issued or not yet adopted or changes in accounting pronouncements that would be significant, or potentially significant, to the Company.

2. Revenue from Contracts with Customers

Contract Liabilities

Liabilities are recorded for amounts that are collected in advance of the satisfaction of performance obligations. These liabilities are classified as current and non-current contract liabilities – deferred revenue in the consolidated balance sheet. Deferred revenue, including current and non-current balances, was $140.4 million and $160.4 million as of June 30, 2020 and December 31, 2019, respectively. Revenue recognized from the deferred revenue balances at the beginning of each period was $50.6 million and $43.4 million for the three months ended June 30, 2020 and 2019, respectively. Revenue recognized from the deferred revenue balances at the beginning of each period was $93.8 million and $74.5 million for the six months ended June 30, 2020 and 2019, respectively.

Remaining Performance Obligations

The Company’s contracts with customers include amounts allocated to performance obligations of $193.4 million that will be satisfied at a later date. As of June 30, 2020, $144.5 million of deferred revenue and backlog is expected to be recognized from remaining performance obligations over the next 12 months, and approximately $48.9 million thereafter.

Contract assets

The Company may record assets for amounts related to performance obligations that are satisfied but not yet billed and/or collected. These assets, or unbilled revenue, are classified as accounts receivable, net in the consolidated balance sheet. Unbilled revenue was $2.5 million and $2.1 million as of June 30, 2020 and December 31, 2019, respectively.

Contract acquisition costs

The Company recognizes sales commissions earned by the Company’s sales force that are considered incremental and recoverable costs of obtaining a contract with a customer as contract acquisition costs in the consolidated balance sheet. Contract acquisition costs, including current and non-current balances, were $33.1 million and $32.7 million as of June 30, 2020 and December 31, 2019, respectively. Amortization expense of contract acquisition costs was $2.9 million and $2.5 million for the three months ended June 30, 2020 and 2019, respectively. Amortization expense of contract acquisition costs was $5.7 million and $5.0 million for the six months ended June 30, 2020 and 2019, respectively. There were no impairments of assets related to Company’s contract acquisition costs during the period ended June 30, 2020.

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Disaggregation of Revenues

The following table sets forth the Company’s total revenue by region for the periods indicated (in thousands). The revenues by geographic region were determined based on the country where the sale took place.


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
Americas	$	31,373	$	27,091	$	62,540	$	53,979
EMEA	28,852		27,231		58,738		53,765
Asia Pacific	7,513		5,983		14,579		10,227
Total revenue	$	67,738	$	60,305	$	135,857	$	117,971

Revenues from the Company’s country of domicile, based on sales revenue recognized from customers in France, totaled $10.3 million and $9.4 million for the three months ended June 30, 2020 and 2019, respectively, and $21.2 million and $18.4 million for the six months ended June 30, 2020 and 2019, respectively.

3. Net Loss Per Share

Basic net income (loss) per share is computed by dividing net income (loss) for the period by the weighted-average number of shares outstanding during the period. In periods of net income, diluted net income per share is computed by dividing net income for the period by the basic weighted-average number of shares plus any dilutive potential ordinary shares outstanding during the period. As the Company was in a loss position for both of the three and six months ended June 30, 2020 and 2019, the diluted loss per share is equal to basic loss per share because the effects of potentially dilutive shares, which include shares from share-based awards and convertible senior notes, were anti-dilutive.

During 2019, the Company issued 1.75% Convertible Senior Notes due September 1, 2024 (the “2024 Notes”) (see Note 6, Debt, for more details). Since the Company expects to settle the principal amount of the outstanding 2024 Notes in a combination of cash and shares, the Company uses the if-converted method for calculating any potential dilutive effect of the conversion spread on the diluted net income per ordinary share when the average market price of the Company’s ordinary shares, each represented by an ADS, for a given period exceeds the initial conversion price of €51.75 per share. This situation has not occurred as of June 30, 2020.

The net loss and weighted average number of shares used in the calculation of basic and diluted earnings per share are as follows (in thousands, except per share data):


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
Numerator (basic and diluted):
Net loss	$	(21,509)	$	(18,524)	$	(39,651)	$	(36,269)
Denominator (basic and diluted):
Weighted-average ordinary shares outstanding	31,428		30,455		31,308		30,352

Basic and diluted net loss per share	$	(0.68)	$	(0.61)	$	(1.27)	$	(1.19)

4. Fair Value Measurements

The Company reports assets and liabilities recorded at fair value on the Company’s consolidated balance sheets based upon the level of judgment associated with inputs used to measure their fair value. Hierarchical levels that are directly related to the amount of judgment associated with the inputs to the valuation of these assets or liabilities are as follows:

•Level 1: observable quoted prices (unadjusted) in active markets for identical financial assets or liabilities.

•Level 2: inputs other than quoted prices (other than level 1) in active markets, that are observable either directly (i.e. as prices) or indirectly (i.e. derived from prices).

•Level 3: unobservable inputs that are supported by little or no market data, and may require significant management judgment or estimation.

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The fair value measurement level within the fair value hierarchy for a particular asset or liability is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs.

Financial instruments not measured at fair value on the Company's consolidated balance sheet, but which require disclosure of their fair values include: cash and cash equivalents, accounts receivable and certain other receivables, deposits, accounts payable and certain other payables and the 2024 Notes. The fair values of these financial instruments, other than the 2024 Notes, are deemed to approximate their carrying amount.

The fair values of cash and cash equivalents, accounts receivable and certain other receivables, deposits, accounts payable and certain other payables are categorized as Level 1. The fair value of the 2024 Notes was categorized as Level 2 and was estimated based on a discounted cash flow method using a market interest rate for similar debt. As of June 30, 2020, the fair value of the 2024 Notes was $137.2 million.

There were no transfers between levels of the fair value hierarchy during the six month periods ended June 30, 2020 or 2019.

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5. Balance Sheet Components

Accrued expenses and other liabilities consisted of the following (in thousands):


	June 30, 2020		December 31, 2019
Accrued compensation and benefits	$	24,447	$	24,201
VAT payable	4,393		6,238
Other taxes	(69)		502
Contingent liabilities	440		578
Other current liabilities	6,474		9,663
Accrued expenses and other liabilities	$	35,685	$	41,182

Property and equipment, net consisted of the following (in thousands):


	June 30, 2020		December 31, 2019
Computer equipment and software	$	11,231	$	8,587
Fixtures and fittings	2,390		2,312
Leasehold improvements	4,534		3,858
Property and equipment, gross	18,155		14,757
Less: accumulated depreciation	(11,295)		(9,409)
Property and equipment, net	$	6,860	$	5,348

Depreciation expense related to property and equipment was $0.8 million and $0.7 million for the three months periods ended June 30, 2020 and 2019, respectively, and $1.6 million and $1.4 million for the six months ended June 30, 2020 and 2019, respectively.

Intangible assets as of June 30, 2020 and December 31, 2019 included the following (in thousands):


	June 30, 2020										December 31, 2019
	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net		Weighted Average Remaining Useful Life
Customer relationships	$	4,976	$	(4,426)	$	550	$	4,975	$	(3,600)	$	1,375	1 year
Acquired developed technology	19,558		(8,738)		10,820		19,555		(6,912)		12,643		4 years
Total	$	24,534	$	(13,164)	$	11,370	$	24,530	$	(10,512)	$	14,018

Amortization expense for intangible assets was $1.3 million for both of the three months periods ended June 30, 2020 and 2019, respectively, and $2.6 million and $2.7 million or the six months ended June 30, 2020 and 2019, respectively.

The following table presents the estimated future amortization expense related to intangible assets as of June 30, 2020 (in thousands):


	Amount
Remainder of 2020	$	2,374
2021	3,649
2022	3,447
2023	1,900
Thereafter	—
Total amortization expense	$	11,370

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6. Debt

Convertible Senior Notes due September 1, 2024

In September 2019, the Company issued an aggregate principal amount of €125.0 million of the 2024 Notes and an additional €14.8 million pursuant to the partial exercise of the option to purchase additional 2024 Notes granted to the initial purchasers, in a private placement, pursuant to an exemption from the registration requirements afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), to qualified institutional buyers (as defined in Rule 144A promulgated under the Securities Act). The net proceeds from the issuance, after deducting initial purchaser discounts and debt issuance costs of €6.0 million, were €133.8 million. The 2024 Notes mature on September 1, 2024, unless earlier repurchased, redeemed or converted, and bear interest at a fixed rate of 1.75% per year payable semi-annually on March 1 and September 1 of each year, beginning on March 1, 2020. Each €1,000 of principal amount of the 2024 Notes will initially be convertible, subject to adjustment upon the occurrence of specified events, into 19.3234 ADSs, corresponding to 19.3234 of the Company’s ordinary shares per €1,000 principal amount of the 2024 Notes as of the date hereof, which initial conversion rate is equivalent to an initial conversion price of approximately €51.75 per ADS calculated on the basis of the closing price of the Company’s ADSs of $38.72 and a euro to U.S. Dollar exchange rate of €1 to $1.1036 on the pricing date of the 2024 Notes. Refer to Note 15, Debt, of the Company’s consolidated financial statements for the year ended December 31, 2019 for details of the issuance of the 2024 Notes.

As of June 30, 2020, none of the conditions permitting the holders of the 2024 Notes to early convert had been met. Therefore, the 2024 Notes were classified as long-term debt for such period.

The net carrying amount of the 2024 Notes was as follows as of June 30, 2020 and December 31, 2019 (in thousands):


	June 30, 2020		December 31, 2019
Principal	$	156,786	$	156,716
Unamortized debt discount	(19,200)		(21,227)
Unamortized debt issuance costs	(4,905)		(5,443)
Net carrying amount	$	132,681	$	130,046

The net carrying amount of the equity component of the 2024 Notes was as follows as of June 30, 2020 and December 31, 2019 (in thousands):


	June 30, 2020		December 31, 2019
Gross amount	$	21,866	$	21,866
Allocated debt issuance costs	(945)		(945)
Net carrying amount	$	20,921	$	20,921

Interest expense related to the 2024 Notes was as follows during the three and six months ended June 30, 2020 (in thousands):


	Three Months Ended June 30, 2020		Six Months Ended June 30, 2020
Contractual interest expense	$	674	$	1,352
Amortization of debt discount	1,008		2,006
Amortization of issuance costs	267		535
Total	$	1,949	$	3,893

There was no interest expense related to the 2024 Notes during the three and six months ended June 30, 2019.

7. Equity Incentive Plans

In April 2017, the Company adopted the 2017 Stock Option Plan (the “2017 Plan”), primarily for the purpose of granting stock options to employees and employee warrants BSPCE (“bons de souscription de parts de créateur d'entreprise” or “employee warrants (BSPCE)”) to employees who are French tax residents. In August 2019, the Company adopted the 2019 Free Share Plan (the “Free Share Plan”), primarily for the purpose of granting Restricted Stock Units (“RSUs”) to employees. In June

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2019, the Company’s shareholders also delegated authority to the Company’s board of directors to grant warrants (“bons de souscription d'actions” or “warrants (BSA)”) to the Company’s directors and consultants. In June 2020, the Company's shareholders delegated authority to the Company's board of directors to grant stock options, RSUs and warrants (BSA) to employees, superseding and replacing the delegations of authority to grant equity awards under the 2017 Plan and the 2019 Free Share Plan. The Company no longer grants employee warrants (BSPCE) as the Company no longer meets the eligibility criteria for granting BSPCEs.

As of June 30, 2020, there were 2,300,000 ordinary shares available for future grants of stock options, RSUs and warrants (BSA) under the Company’s share pool reserve.

Stock options and warrants

Most of our stock options and employee warrants (BSPCE) vest over four years, with 25% on the one year anniversary of the grant and 1/16th on a quarterly basis thereafter. Options have a contractual life of ten years and individuals must continue to provide services to the Company in order to vest. Employee warrants (BSPCE) are a specific type of option to acquire ordinary shares available to qualifying companies in France that meet certain criteria. Otherwise, employee warrants (BSPCE) function in the same manner as stock options.

In general, warrants (BSA) vest quarterly over a one year period. In addition to any exercise price payable by a holder upon the exercise of any warrants (BSA), pursuant to the relevant shareholders' delegation to the board, such warrants need to be subscribed for a price at least equal to 5% of the volume weighted average price of the last five trading sessions on the Nasdaq Global Market preceding the date of allocation of the BSA by the board of directors. Otherwise, warrants (BSA) function in the same manner as stock options.

The following table summarizes the activity and related weighted-average exercise prices (“WAEP”) and weighted-average remaining contractual term (“WACT”) of the Company’s stock options and warrants for the six months ended June 30, 2020 (in thousands, except exercise price per option):


	Stock options outstanding	BSPCE warrants outstanding	BSA warrants outstanding	WAEP per share		WACT (in years)	Aggregate intrinsic value
Balance as of December 31, 2019	1,215	155	210	$	14.61	5.1	$	40,809
Granted	746	—	—	31.86
Exercised	(166)	(4)	—	11.13
Forfeited	(15)	(3)	(11)	32.64
Balance as of June 30, 2020	1,780	148	199	$	20.70	6.7	$	31,229
Vested and expected to vest as of June 30, 2020	1,608	146	199	$	19.78	6.4	$	30,605
Exercisable as of June 30, 2020	1,014	140	199	$	14.59	5.0	$	28,717

The total intrinsic values of stock options and warrants exercised during the period ended June 30, 2020 was $4.4 million.

Restricted Stock Units (RSUs)

RSUs vest upon either performance-based or service-based criteria.

Performance-based RSUs are typically granted such that they vest upon the achievement of certain software subscription sales targets, during a specified performance period, subject to the satisfaction of certain time-based service criteria. Compensation expense from these awards is equal to the fair market value of the Company’s ordinary shares on the date of grant and is recognized over the remaining service period based on the probable outcome of achievement of the financial metrics used in the specific grant’s performance criteria. Management’s estimate of the number of shares expected to vest is based on the anticipated achievement of the specified non-market performance criteria, which are assessed at each reporting period.

In general, service-based RSUs vest over a four years period, with 25% vesting on the one year anniversary of the grant and equal quarterly installments thereafter.

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A summary of RSU activity under all of the plans as of June 30, 2020 is presented in the following table (in thousands, except the weighted-average grant date fair value per RSU):


	Number of service- based RSUs	Number of performance- based RSUs	Weighted-average grant date fair value
Balance as of December 31, 2019	1,924	384	$	44.96
Granted	1,073	278	36.26
Vested and released	(245)	(31)	44.13
Forfeited	(149)	(201)	45.97
Balance as of June 30, 2020	2,603	430	$	41.07
Expected to vest as of June 30, 2020	2,069	264	$	41.58

Employee Stock Purchase Plan

In the fourth quarter of 2017, the Company established the 2017 Employee Stock Purchase Plan (the “ESPP”), which was amended and restated in August 2019. In June 2020, the Company's shareholders authorized 550,000 shares for future issuance under the ESPP, which supersedes and replace the shares previously available for issuance under 2017 ESPP. The ESPP allows the Company’s employees to purchase ADSs, with each ADS representing one ordinary share of the Company, at a discount through payroll deductions up to 15% of their eligible compensation, subject to any plan limitations. The ESPP has two consecutive offering periods of approximately six months in length during the year and the purchase price of the ADSs is 85% of the lower of the fair value of the Company’s ADSs on the first trading day or on the last trading day of the offering period. A total of 550,000 ADSs are available for sale under the ESPP as of June 30, 2020. As of June 30, 2020, $1.9 million has been withheld on behalf of employees for a future purchase under the ESPP and is recorded in accrued compensation benefits.

Compensation expense

Cost of revenue and operating expenses include employee share-based compensation expense as follows (in thousands):


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
Cost of revenue - subscriptions	$	1,031	$	899	$	1,279	$	1,528
Cost of revenue - professional services	409		603		815		1,130
Sales and marketing	3,737		3,106		6,191		4,633
Research and development	2,715		3,186		5,672		5,418
General and administrative	3,332		2,762		7,596		4,537
Total share-based compensation expense	$	11,224	$	10,556	$	21,553	$	17,246

During fiscal year 2019, the Company decreased the estimated forfeiture rate as part of the Company’s annual assessment of the assumptions used in the calculation of share-based compensation expense. The adjustment resulted in higher expense recognized in periods subsequent to March 31, 2019.

As of June 30, 2020, the Company had $61.0 million of total unrecognized share-based compensation expense relating to unvested stock options, employee warrants (BSPCE), warrants (BSA) and RSUs, which are expected to be recognized over a weighted-average period of approximately 1.9 years.

8. Commitments and Contingencies

Legal Proceedings

In the ordinary course of business, the Company may be involved in various legal proceedings and claims related to intellectual property rights, commercial disputes, employment and wage and hour laws, alleged securities laws violations or other investor claims and other matters. For example, the Company has been, and may in the future be, put on notice and sued by third parties for alleged infringement of their proprietary rights, including patent infringement. The Company evaluates these claims and lawsuits with respect to their potential merits, the Company’s potential defenses and counterclaims, and the expected effect on it of defending the claims and a potential adverse result. The Company is not presently a party to any legal proceedings that in

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the opinion of its management, if determined adversely to it, would have a material adverse effect on its business, financial condition or results of operations.

The Company accrues estimates for resolution of legal proceedings when losses are probable and estimable. Although the results of legal proceedings and claims are unpredictable, the Company believes that there is less than a reasonable possibility that the Company will incur a material loss with respect to such legal proceedings and claims. As a result, the Company has not recorded an accrual for such contingencies as of June 30, 2020.

9. Income Tax

The Company provides for income taxes in interim periods based on the estimated annual effective tax rate for the year, adjusting for discrete items in the quarter in which they arise. The annual effective tax rate after discrete items was (0.2)% and (0.3)% for the three months ended June 30, 2020 and 2019, respectively, and (0.2)% and 0.1% for the six months ended June 30, 2020 and 2019, respectively.

The 2020 and 2019 annual effective tax rates differed from the French statutory income tax rate of 28% for 2020 and 31% for 2019, primarily due to a valuation allowance on current year losses in most jurisdictions.

The Company files income tax returns in France, the US federal jurisdiction, many US states, as well as many foreign jurisdictions. The tax years 2005 to 2019 remain open to examination by the various jurisdictions in which the Company is subject to tax. Fiscal years outside the normal statutes of limitation remain open to audit by tax authorities due to tax attributes generated in those early years which have been carried forward and may be audited in subsequent years when utilized.

10. Related Party Transactions

As part of the Restlet SAS acquisition, the Company assumed debt totaling $1.2 million related to advances for research and development projects from Bpifrance to Restlet SAS. As of June 30, 2020, the debt has been completely paid. There are no other material related party transactions that require disclosure.

11. Subsequent events

On August 4, 2020, Michael Tuchen resigned as a member of Talend's Board of Directors. Mr. Tuchen will continue to provide consulting services to Talend and continue to vest stock awards granted under existing grant agreements. The Company will recognize the share-based compensation expense related to these awards over the service period.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “may”, “believe”, “can”, “intend”, “potential”, “designed to”, “expect”, “anticipate”, “estimate”, “predict”, “plan”, “targets”, “projects”, “likely”, “will”, “would”, “could”, “potential”, “continue”, “should”, “contemplate”, or similar expressions or phrases or the negative of these and similar expressions or phrases identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Forward-looking statements include, but are not limited to, statements about:

•Our future financial performance, including our revenue, cost of revenue, gross profit or gross margin, operating expenses, expectations about our future cash flow, and ability to achieve and maintain profitability;

•The sufficiency of our cash and cash equivalents to meet our liquidity needs;

•Our expectation that as organizations adopt and scale out deployments of modern data technologies such as cloud data warehouses, machine learning, and big data processing, they will continue to use Talend to facilitate the integration of these technologies within their IT environments;

•Our plans to expand our non-U.S. presence to address the needs of our global customers and to acquire customers in new geographies;

•Our plans to invest in new product development, adding new features and services, increasing functionality, and enhancing our integration cloud infrastructure, which will increase research and development expenses in absolute dollars;

•Our plans to continue to invest additional resources in our cloud-based offerings and services and increased cost of third-party cloud infrastructure and hosting;

•The sufficiency of our security measures to protect our own proprietary and confidential information, as well as the personal information, personal data, and confidential information that we otherwise obtain, including confidential information we may obtain through customer usage;

•Our expectation that, over time, more of our existing customers will have subscription contracts with Annual Recurring Revenue, or ARR, of $0.1 million or more;

•Our expectation that our dollar-based net expansion rate will potentially decline as we scale our business and as a result of IT spending constraints in the current economic environment;

•Our expectation that our gross margin may fluctuate from period to period as a result of changes in the mix of our subscription and professional services revenue;

•Our expectation that our cloud integration business will grow as a percentage of revenue;

•Our expectation regarding the impact of risks related to foreign currency exchange rates and whether we will enter into derivative or hedging transactions;

•Our expectation that professional services revenue will decline as we work with more systems integrators and as our cloud-based offerings increase;

•Our expectation that we will continue to invest in sales and marketing by expanding our global promotional activities, building brand awareness, attracting new customers, and sponsoring additional marketing events, which may affect our sales and marketing costs in a particular quarter;

•Our expectation that research and development expenses will increase in absolute dollars as we invest in building the necessary employee and system infrastructure required to enhance existing and support development of new technologies and the integration of acquired businesses and technologies;

•Our plan to invest in training and retention of our sales team;

•Our expectations about changes in our general and administrative expenses as we invest in our infrastructure and incur additional employee-related costs and professional fees related to the growth of our business;

•Our expectations regarding the impact of the novel coronavirus, or COVID-19, pandemic on economic activity, IT spending, and financial markets;

•Our expectations regarding the impact of the COVID-19 pandemic and the related responses by governments and private industry on our business and financial condition, as well as our customers and partners; and

•Our expectation that our operating expenses will increase substantially in the foreseeable future as we continue to develop our technology, enhance our product and services offerings, broaden our installed customer base, expand our sales channels, expand our operations and hire additional employees.

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We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report. You should read thoroughly this Quarterly Report and the documents that we refer to herein with the understanding that our actual future results may be materially different from and/or worse than what we expect.

Actual results, levels of activity, performance or achievements may differ materially from those expressed or implied in the forward-looking statements as a result of various factors, including but not limited to: general economic conditions, including the impact on economic activity of the COVID-19 pandemic; the impact of COVID-19 on demand for our solutions, on our operations, and on our partners, vendors, customers, and employees; our ability to achieve profitability or positive cash flows; our ability to manage future growth and improve our systems and processes; our ability to increase sales of our solutions to new customers and sell additional products to existing customers; the growth and expansion of the market for our cloud integration products; our ability to successfully manage our transition to cloud-based products and a cloud oriented sales model; the impact of the transition to cloud on our professional services revenue; our ability to successfully manage our leadership transition; our ability to successfully expand into our existing markets and into new domestic and international markets; our long and unpredictable sales cycle; our ability to renew existing customers’ subscriptions; the growth of the market for cloud integration products; our ability to maintain or improve our competitive position; our ability to predict, prepare for, and respond to rapidly evolving technological and market developments; our ability to raise additional capital or generate the capital necessary to expand our operations and invest in new products; our ability to satisfy customer demands or to achieve increased market acceptance of our cloud solutions; our ability to deliver high-quality professional services and customer support; the ability of our product offerings to operate with third-party products and services and our customers’ existing infrastructure; our ability to hire, train and retain highly skilled and qualified employees, including senior level managers and engineers, and our ability to effectively expand and train our sales force; our ability to maintain relations with strategic partners and sales channel partners; our ability to sustain and expand our international business; the seasonality of our business; our ability to protect our proprietary technology and intellectual property rights; any disruption in or fraudulent or unauthorized access to our information technology systems and production environment, including a breach of cybersecurity; our ability to comply with existing and modified or new government laws and regulations, including privacy, security, data protection, export and import controls, anti-bribery, anti-corruption and anti-money laundering, and other laws and regulations; fluctuations in currency exchange rates; natural, man-made and other disasters, including pandemics; exposure to political, economic and social events in France, the United States, United Kingdom, China, and other jurisdictions in which we operate and have customers; our estimates and judgments relating to our critical accounting policies; and changes in accounting principles generally accepted in the United States.

We qualify all of our forward-looking statements by these cautionary statements. Other sections of this Quarterly Report include additional factors which could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Furthermore, if any one or more of the assumptions underlying the market data turns out to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this Quarterly Report relate only to events or information as of the date on which the statements are made in this Quarterly Report. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements, related notes and other financial information included elsewhere in this Quarterly Report. The following discussion contains forward-looking statements, including, without limitation, our expectations and statements regarding our outlook and future revenue, expenses, results of operations, liquidity, plans, strategies and objectives of management and any assumptions underlying any of the foregoing. Our actual results could differ materially from those discussed in the forward-looking statements. Our forward-looking statements and factors that might cause future actual results to differ materially from our recent results or those projected in the forward-looking statements include, but are not limited to, those discussed in Part II, Item 1A. “Risk Factors”.

Overview

Our mission is to provide data intelligence for all users by delivering trusted data when and where is it needed. We are a key enabler of the data-driven enterprise where data is a strategic asset powering business. Talend Data Fabric allows customers in any industry to improve business performance by using their data to create new insights and to automate business processes. Our customers rely on our software to better understand their customers, offer new applications and services, and improve operations.

We had 1,322 employees as of June 30, 2020 and we plan to continue to grow our employee base to address the needs of our global customers as well as to acquire customers in new geographies. We also plan to continue to invest in new product development.

Our business model combines our open source approach with self-service trials of our commercial software and direct sales. We have been able to rapidly expand awareness and usage of our products through our free open source versions and self-service trials. This enables developers and users to download and try the free and paid versions of our products, creating sales leads for our more feature-rich commercial solutions. Users of our open source products often catalyze adoption of our commercial solutions by their organizations, primarily to benefit from enterprise-grade features that include the scaling out of our offering to a larger set of users, among others. Following an initial deployment of our paid subscription products, organizations often purchase more subscriptions or expand usage to additional products from our fully integrated suite after realizing the benefits of additional features or scale. We sell our product offerings as subscriptions based primarily on the number of users of our platform.

We generate the majority of our revenue from subscriptions of our commercial solution Talend Data Fabric. We primarily sell annual contracts billed in advance. Our subscription offering includes enterprise-grade features and capabilities to scale our solutions across production environments and customer infrastructures. These product features and capabilities include scheduling, management and monitoring of data integration flows, collaboration across a team of users and technical support. We also provide professional services to implement our solutions. Our subscription revenue represents a significant portion of our revenue, growing from 86% of our total revenue in the year ended December 31, 2018, to 88% in the year ended December 31, 2019, to 90% in the six months ended June 30, 2020.

COVID-19 Update

COVID-19 was first reported in December 2019, and in January 2020, the World Health Organization (“WHO”) declared it a Public Health Emergency of International Concern. On February 28, 2020, the WHO raised its assessment of the COVID-19 threat from high to very high at a global level, and the WHO characterized COVID-19 as a pandemic on March 11, 2020. Across the United States and the world, national and local governments instituted measures in an effort to control the spread of COVID-19. Our first priority remains ensuring the safety and health of our employees, customers and others with whom we partner in conducting our business. In response to the pandemic, and in line with guidance provided by government agencies and international organizations, we temporarily closed our offices and requested our employees work remotely, suspended all non-essential travel and activated our business continuity plan so we can continue to support customers while protecting our employees. We continue, in the vast majority of instances, to operate our business remotely. We have also moved all in-person customer-facing events to virtual ones. To date, the pandemic, which has affected nearly all regions around the world, and preventive measures taken to contain or mitigate the pandemic, are adversely impacting economic activity and have caused and may continue to cause significant disruptions in the financial markets. The COVID-19 pandemic and resulting economic uncertainty has negatively impacted our business and we anticipate that it will continue to have an adverse impact on our results of operations and financial performance. We cannot predict with any certainty the degree to, or the time period over, which we will be affected by this pandemic.

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While we believe the pandemic has had certain impacts on our business, we do not believe there has been, nor are we anticipating, a material impact from the effects of the pandemic on our operations, financial condition, liquidity and capital and financial resources; however, the situation is rapidly changing and hard to predict and actual results may differ materially from our current expectations. The broader implications of the COVID-19 pandemic on our results of operations and overall financial performance remain uncertain, particularly because the full extent to which the COVID-19 pandemic may impact our results of operations and financial performance will depend on future developments, which are highly uncertain and cannot be predicted, including but not limited to, the duration and geographic spread of the pandemic, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. We have experienced and expect to continue to experience curtailed customer demand that could adversely impact our business, results of operations and overall financial performance in future periods. Specifically, we have experienced and expect to continue to experience impacts from reduced IT budgets of customers and potential customers resulting in deferred purchase decisions, delayed implementation of our products, reduced renewals of subscriptions by existing customers, challenges in creating sales pipeline in the absence of in-person marketing events, and decreases in software license sales driven by channel partners. We have seen and may see in the future a slowing in our collections of outstanding accounts receivable and requested changes in billing terms from some of our customers. Moreover, because of our subscription-based business model, the effect of the COVID-19 pandemic will not be fully reflected in our results of operations and overall financial performance until future periods. There has been no impact to our financial reporting systems, internal control over financial reporting, or any disclosure controls or procedures.

Even after the COVID-19 pandemic has subsided, we may continue to experience an adverse impact to our business as a result of its global economic impact, including any recession that has occurred or may occur in the future. Specifically, difficult macroeconomic conditions, such as decreases in per capita income and levels of disposable income, increased and prolonged unemployment or a decline in business confidence and business investment as a result of the COVID-19 pandemic, could have a continuing adverse effect on the demand for some of our products. The degree of impact of the COVID-19 pandemic on our business will depend on several factors, such as the duration and the extent of the pandemic, as well as actions taken by governments, businesses and others in response to the pandemic, all of which continue to evolve and remain uncertain at this time. We have established a task force to actively monitor the ongoing COVID-19 pandemic situation and provide updates, current information, and support to our employees. We remain committed to serving our customers’ needs and to providing creative and flexible customer support. We may take further actions that alter our business operations as may be required by federal, state or local authorities or that we determine are in the best interests of our employees, customers, partners, and shareholders. See the Risk Factors section for further discussion of the possible impact of the COVID-19 pandemic on our business.

New Accounting Standards

Refer to Note 1 contained in the “Notes to Condensed Consolidated Financial Statements” included in Part I of this Quarterly Report on Form 10-Q for further information.

Key Business Metrics

We review a number of metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. These key business metrics include the following:

Annual Recurring Revenue

We believe disclosing Annual Recurring Revenue (“ARR”) provides greater clarity into our results because it is not affected by the shift from on-premise to cloud, accounting changes, or contract duration. Our management uses ARR to monitor the growth of our subscription business. ARR represents the annualized recurring value of all active contracts at the end of a reporting period. ARR includes subscriptions for use of premise-based products and SaaS offerings and excludes original equipment manufacturer ("OEM") sales. Both multi-year contracts and contracts with terms less than one year are annualized by dividing the total committed contract value by the number of months in the subscription term and then multiplying by twelve.

Due to the significant portion of our customers who are invoiced in non-U.S. dollar denominated currencies, we also calculate our ARR growth rate on a constant currency basis, thereby removing the effect of currency fluctuation.

The following table summarizes ARR and its year-over-year growth rate on both an actual and constant currency basis as of the end of each reporting period since June 30, 2019. The year-over-year growth rate for each quarter was calculated against the corresponding quarter in the prior year. We calculate ARR growth rate on a constant currency basis by applying the spot currency rate from the last day of the comparative period to the corresponding day in the current period. The growth rate as of June 30, 2020 was driven by strong demand for our cloud-based solutions. During the three months ended June 30, 2020, our ARR was negatively impacted by the absence of in-person marketing events for demand generation, and reduced IT budgets as a result from the COVID-19 pandemic.

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(Dollars in thousands)	June 30, 2019			September 30, 2019			December 31, 2019			March 31, 2020			June 30, 2020
Total ARR	$	218,021		$	224,761		$	243,137		$	245,943		$	255,926
Actual FX rates growth rates	28		%	24		%	23		%	20		%	17		%
Constant Currency growth rate	29		%	27		%	23		%	22		%	19		%

ARR does not have any standardized definition and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.

Cloud Annual Recurring Revenue

We believe disclosing Cloud Annual Recurring Revenue (“Cloud ARR”) provides greater clarity into our results because it is not affected by accounting changes, or contract duration. Furthermore, the majority of new ARR comes from cloud and providing the metric will enable investors to better understand our progress in our shift to cloud. Our management uses Cloud ARR to monitor the growth of our cloud subscription business. Cloud ARR represents the annualized recurring value of all active cloud-based subscription contracts at the end of a reporting period and excludes OEM sales. Both multi-year contracts and contracts with terms less than one year are annualized by dividing the total committed contract value by the number of months in the subscription term and then multiplying by twelve.

Due to the significant portion of our customers who are invoiced in non-U.S. dollar denominated currencies, we also calculate our Cloud ARR growth rate on a constant currency basis, thereby removing the effect of currency fluctuation.

The following table summarizes Cloud ARR and its year-over-year growth rate on both an actual and constant currency basis as of the end of each reporting period since June 30, 2019. We calculate Cloud ARR growth rate on a constant currency basis by applying the spot currency rate from the last day of the comparative period to the corresponding day in the current period. The year-over-year growth rate for each quarter was calculated against the corresponding quarter in the prior year. Cloud ARR growth rate as of June 30, 2020 was driven by strong demand for our cloud-based solutions. During the three months ended June 30, 2020, our Cloud ARR was negatively impacted by the absence of in-person marketing events for demand generation, and reduced IT budgets as a result from the COVID-19 pandemic.


(Dollars in thousands)	June 30, 2019			September 30, 2019			December 31, 2019			March 31, 2020			June 30, 2020
Cloud ARR	$	32,923		$	41,146		$	53,895		$	61,082		$	74,992
Actual FX rates growth rates	329		%	310		%	179		%	150		%	128		%
Constant Currency growth rate	334		%	319		%	179		%	154		%	130		%

Cloud ARR does not have any standardized definition and is therefore unlikely to be comparable to similarly titled measures presented by other companies. Cloud ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. Cloud ARR is not a forecast and the active contracts at the end of a reporting period used in calculating Cloud ARR may or may not be extended or renewed by our customers.

Subscription Revenue Growth Rate

Subscription revenue is primarily derived from the sale of subscription-based license agreements to our customers. The growth of our subscription revenue reflects our ability to renew subscriptions with our existing customers, expand the sales of existing and new products within our existing customer base and sell our products to new customers. We believe subscription revenue growth is an important performance metric because it reflects the adoption of our software.

Due to the significant portion of our customers who are invoiced in non-U.S. dollar denominated currencies, we also calculate our subscription revenue growth rate on a constant currency basis, thereby removing the effect of currency fluctuation on our results of operations. Management uses the constant currency subscription growth rate to monitor the growth of our subscription business absent currency fluctuations.

The table below shows our subscription revenue growth rate on both an actual and constant currency basis for the past five quarters, calculated against the corresponding quarter in the prior year. We calculate revenue on a constant currency basis by applying the average monthly currency rate for each month in the comparative period to the corresponding month in the current

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period. Headwinds to sales and renewals related to the macroeconomic conditions resulting from the COVID-19 pandemic may impact subscription revenue growth.


	Three Months Ended
	June 30, 2019		September 30, 2019		December 31, 2019		March 31, 2020		June 30, 2020
Actual FX rates	24	%	23	%	21	%	22	%	16	%
Constant Currency	28	%	26	%	22	%	24	%	17	%

Number of Customers Above a Certain ARR Threshold

We believe our ability to increase the number of customers above a certain threshold is an indicator of our ability to penetrate large enterprise customers and is therefore monitored by management and we believe provides useful insight to investors. We track and disclose the number of customers that, as of the end of the relevant period, have ARR of $0.1 million or more.

The following table summarizes on a quarterly basis since June 30, 2019 the number of customers that have, as of the end of the relevant period, ARR of $0.1 million or more.


	Three Months Ended
	June 30, 2019	September 30, 2019	December 31, 2019	March 31, 2020	June 30, 2020
Customers count	531	540	593	598	614

As we continue to expand the sales of existing and new products within our existing customer base, over time we expect more of our existing customers will cross the $0.1 million ARR threshold, driven particularly by cloud customers as we increasingly focus our resources on our cloud offerings and the overall market shifts to cloud. However, this increase may not materialize if we do not successfully renew subscriptions with our existing customers, particularly if our on-premise subscription business growth falls below our expectations.

Dollar-Based Net Expansion Rate

Our ability to generate and increase revenue is dependent on our ability to maintain and grow our relationships with our existing customers. We believe our ability to retain customers and expand their subscription revenue over time is an indicator of the stability of our revenue base and the long-term value of our customer relationships and is therefore monitored by management and, we believe, is useful information for investors. We track our performance in this area by measuring our dollar-based net expansion rate. Our dollar-based net expansion rate increases when customers expand their number of subscribed users or use additional Talend Data Fabric components. Our dollar-based net expansion rate is reduced when customers reduce their number of subscribed users, use fewer Talend Data Fabric components, or cease to be customers.

We calculate our dollar-based net expansion rate by dividing our recurring customer revenue by our base revenue. We define base revenue as the subscription revenue we recognized from all customers during the four quarters ended one year prior to the date of measurement. We define our recurring customer revenue as the subscription revenue we recognized during the four quarters ended on the date of measurement from the same customer base included in our measure of base revenue, including revenue resulting from additional sales to those customers. This analysis excludes revenue derived from our OEM sales. We expect our dollar-based net expansion rate to potentially decline as we scale our business, particularly as we continue to focus on increasing sales of our cloud-based solutions to new customers and market demand for on-premise solutions continues to slow. Further, we may experience greater customer loss or reduction in contract renewals due to customers’ IT budgetary constraints related to COVID-19 and the current macroeconomic environment, which would negatively impact this measure.

Due to the significant portion of our customers who are invoiced in non-U.S. dollar denominated currencies, we also calculate our dollar-based net expansion rate on a constant currency basis, thereby removing the effect of currency fluctuation.

The following table summarizes our quarterly dollar-based net expansion rate since July 1, 2019 on both an actual and constant currency basis. We calculate dollar-based net expansion rate on a constant currency basis by applying the average monthly currency rate for each month in the comparative period to the corresponding month in the current period.

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	Three Months Ended
	June 30, 2019		September 30, 2019		December 31, 2019		March 31, 2020		June 30, 2020
Actual FX rates	114	%	110	%	108	%	109	%	108	%
Constant Currency	117	%	113	%	111	%	111	%	110	%

Free Cash Flow

To provide additional information regarding our financial results, we use free cash flow, a financial measure not calculated in accordance with GAAP, within this Quarterly Report. We define free cash flow as net cash from (used in) operating activities less net cash used in investing activities for purchases of property and equipment and intangible assets, except for those acquired as part of a business combination. We have included free cash flow in this Quarterly Report because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. We believe that free cash flow provides useful information in understanding and evaluating our results of operations in the same manner as our management and board of directors. Although free cash flow measures are frequently used by investors and securities analysts in their evaluation of companies, free cash flow measures each have limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our cash flows as reported under GAAP. Free cash flow as defined by us may not be comparable to similar measures used by other companies.

The table below shows our free cash flow for each of the three and six months ended June 30, 2020 and 2019, and a reconciliation to the most directly comparable GAAP measure for such period (in thousands). We expect free cash flow during fiscal year 2020 to be negatively affected by headwinds to sales and renewals related to the macroeconomic conditions resulting from the COVID-19 pandemic.


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
Net cash from (used in) operating activities	$	(15,099)	$	2,165	$	(12,251)	$	(5,621)
Less: Acquisition of property & equipment	716		957		3,165		1,544
Free Cash Flow	$	(15,815)	$	1,208	$	(15,416)	$	(7,165)

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Results of Operations

The following table sets forth our consolidated statement of operations (in thousands). The period-to-period comparison of financial results is not necessarily indicative of financial results to be achieved in future periods.


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
Consolidated statements of operations
Revenue
Subscriptions	$	60,885	$	52,615	$	121,794	$	102,480
Professional services	6,853		7,690		14,063		15,491
Total revenue	67,738		60,305		135,857		117,971
Cost of revenue (1)
Subscriptions	8,947		8,484		16,971		15,806
Professional services	6,259		7,275		13,000		15,153
Total cost of revenue	15,206		15,759		29,971		30,959
Gross profit	52,532		44,546		105,886		87,012
Operating expenses (1)
Sales and marketing	39,531		34,528		77,784		69,188
Research and development	17,639		16,577		33,573		31,435
General and administrative	14,997		11,616		30,652		22,028
Total operating expenses	72,167		62,721		142,009		122,651
Loss from operations	(19,635)		(18,175)		(36,123)		(35,639)
Interest income (expense), net	(1,922)		(4)		(3,727)		(6)
Other income (expense)	67		(230)		265		(585)
Loss before benefit (provision) for income taxes	(21,490)		(18,409)		(39,585)		(36,230)
Provision for income taxes	(19)		(115)		(66)		(39)
Net loss for the period	$	(21,509)	$	(18,524)	$	(39,651)	$	(36,269)

________________________________________

⁽¹⁾Amounts include share-based payment and amortization of acquired intangibles expense, as follows (in thousands):


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
Cost of revenue - subscriptions	$	1,031	$	899	$	1,279	$	1,528
Cost of revenue - professional services	409		603		815		1,130
Sales and marketing	3,737		3,106		6,191		4,633
Research and development	3,621		4,099		7,486		7,247
General and administrative	3,744		3,174		8,421		5,363
Total share-based payment and amortization of acquired intangibles expense	$	12,542	$	11,881	$	24,192	$	19,901

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The following table sets forth our results of operations data for each of the periods indicated as a percentage of total revenue.


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
Revenue
Subscriptions	90	%	87	%	90	%	87	%
Professional services	10	%	13	%	10	%	13	%
Total revenue	100	%	100	%	100	%	100	%
Total cost of revenue	22	%	26	%	22	%	26	%
Gross profit	78	%	74	%	78	%	74	%
Operating expenses
Sales and marketing	58	%	57	%	57	%	58	%
Research and development	26	%	28	%	25	%	27	%
General and administrative	23	%	19	%	23	%	19	%
Total operating expenses	107	%	104	%	105	%	104	%
Loss from operations	(29)	%	(30)	%	(27)	%	(30)	%
Interest income (expense), net	(3)	%	—	%	(2)	%	—	%
Other income (expense)	—	%	—	%	—	%	—	%
Loss before benefit (provision) for income taxes	(32)	%	(30)	%	(29)	%	(30)	%
Provision for income taxes	—	%	—	%	—	%	—	%
Net loss for the period	(32)	%	(30)	%	(29)	%	(30)	%

Revenue


	Three Months Ended June 30,						Change						Six Months Ended June 30,				Change
(Dollars in thousands)	2020		2019		$		%		2020		2019		$		%
Subscriptions	$	60,885	$	52,615	$	8,270	16	%	$	121,794	$	102,480	$	19,314	19	%
Professional services	6,853		7,690		$	(837)	(11)	%	14,063		15,491		$	(1,428)	(9)	%
Total revenue	$	67,738	$	60,305	$	7,433	12	%	$	135,857	$	117,971	$	17,886	15	%

We primarily derive our revenue from the sale of subscriptions and professional services engagements.

Subscription revenue consists of fees earned from arrangements to provide customers with the right to use our commercial software either in a cloud-based infrastructure that we provide or installed within the customer’s own environment. Our subscriptions include unspecified future updates, upgrades and enhancements and technical product support.

Professional services revenue consists of fees earned for consulting engagements related to the deployment and configuration of our product offering, training customers and associated expenses. Consulting engagements consist of time-based arrangements for which the revenue is recognized using a time and materials basis. Training revenue results from contracts to provide educational services to customers and partners regarding the use of our technologies and is recognized as delivered. We expect professional services revenue will decline as we work with more systems integrators, who assist with the implementation of our solutions, as our cloud-based offerings increase because cloud customers typically demand fewer professional services, and potential project implementation delays resulting from the COVID-19 pandemic.

Total revenue increased $7.4 million, or 12%, for the three months ended June 30, 2020 compared to the corresponding period in 2019. The increase in revenue was attributable to an increase in subscription revenue, partially offset by a decrease in professional services revenue.

Subscription revenue increased $8.3 million, or 16%, for the three months ended June 30, 2020 compared to the corresponding period in 2019. The increase in subscription revenue was primarily attributable to greater demand for our cloud-based solutions, which grew by over 100% in the three months ended June 30, 2020 compared to the corresponding period in 2019.

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Professional services revenue decreased $0.8 million, or 11%, for the three months ended June 30, 2020 compared to the corresponding period in 2019, primarily due to lower demand for professional services resulting from the increasing proportion of cloud-based solutions as a percentage of our sales. Customers of our cloud-based solutions typically have lower demand for our professional services.

Total revenue increased $17.9 million, or 15%, for the six months ended June 30, 2020 compared to the corresponding period in 2019. The increase in revenue was attributable to an increase in subscription revenue, partially offset by a decrease in professional services revenue.

Subscription revenue increased $19.3 million, or 19%, for the six months ended June 30, 2020 compared to the corresponding period in 2019. The increase in subscription revenue was primarily attributable to greater demand for our cloud-based solutions.

Professional services revenue decreased $1.4 million, or 9%, for the six months ended June 30, 2020 compared to the corresponding period in 2019, primarily due to lower demand for professional services resulting from the increasing proportion of cloud-based solutions as a percentage of our sales. Customers of our cloud-based solutions typically have lower demand for our professional services.

Subscription revenues by geography were as follows for the three and six months ended June 30, 2020 and 2019 (in thousands):


	Three Months Ended June 30,						Change						Six Months Ended June 30,				Change
(Dollars in thousands)	2020		2019		$		%		2020		2019		$		%
Americas	$	28,503	$	23,289	$	5,214	22	%	$	56,076	$	46,526	$	9,550	21	%
EMEA	25,380		23,871		1,509		6	%	52,082		46,502		5,580		12	%
Asia Pacific	7,002		5,455		1,547		28	%	13,636		9,452		4,184		44	%
Total subscription revenue	$	60,885	$	52,615	$	8,270	16	%	$	121,794	$	102,480	$	19,314	19	%

Cost of Revenue


	Three Months Ended June 30,								Change								Six Months Ended June 30,				Change
(Dollars in thousands)	2020			2019			$		%		2020			2019			$		%
Cost of subscription	$	8,947		$	8,484		$	463	5	%	$	16,971		$	15,806		$	1,165	7	%
Cost of professional services	6,259			7,275			(1,016)		(14)	%	13,000			15,153			(2,153)		(14)	%
Total cost of revenue	$	15,206		$	15,759		$	(553)	(4)	%	$	29,971		$	30,959		$	(988)	(3)	%
Gross Profit	$	52,532		$	44,546		$	7,986	18	%	$	105,886		$	87,012		$	18,874	22	%
Gross Margin	78		%	74		%					78		%	74		%

Cost of subscription revenue consists primarily of employee-related costs, including salaries and bonuses, share-based payment expense and employee benefit costs associated with our customer support organization. It also includes expenses related to hosting and operating our cloud infrastructure, licensing of third-party intellectual property and related overhead. We intend to continue to invest additional resources in our cloud-based offering and services and expect that the cost of third-party infrastructure and hosting fees will increase over time as we sell more of our cloud-based products.

Cost of professional services revenue consists primarily of personnel costs for employees including salaries and bonuses, share-based payment expense and employee benefit costs and fees to external consultants associated with our professional service contracts, travel costs and allocated shared costs.

Total cost of revenue for the three months ended June 30, 2020 decreased $0.6 million, or 4%, compared to the corresponding period in 2019 driven by lower cost of professional services revenue partially offset by higher cost of subscription revenue.

Cost of subscription revenue increased $0.5 million, or 5%, for the three months ended June 30, 2020 compared to the corresponding period in 2019. The increase was primarily attributable to an increase in hosting support costs for our cloud-based offerings of $0.6 million as a result of the increase of purchases of our cloud solutions.

Cost of professional services revenue decreased $1.0 million, or 14%, for the three months ended June 30, 2020 compared to the corresponding period in 2019, primarily due to a decrease of $0.6 million in travel and entertainment expenses due to the

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impact of COVID-19 and a decrease in consultant fees of $0.4 million as a result of lower demand for professional services resulting from the increasing proportion of cloud-based solutions as a percentage of our sales.

Total cost of revenue for the six months ended June 30, 2020 decreased $1.0 million, or 3%, compared to the corresponding period in 2019 driven by lower cost of professional services revenue partially offset by higher cost of subscription revenue.

Cost of subscription revenue increased $1.2 million, or 7%, for the six months ended June 30, 2020 compared to the corresponding period in 2019. The increase was primarily attributable to an increase in hosting support costs for our cloud-based offerings of $1.5 million as a result of the increase of purchases of our cloud solutions. This increase was partially offset by a decrease of $0.5 million in travel and entertainment expenses due to the impact of COVID-19.

Cost of professional services revenue decreased $2.2 million, or 14%, for the six months ended June 30, 2020 compared to the corresponding period in 2019, primarily due to a decrease of $1.1 million in travel and entertainment expenses due to the impact of COVID-19, a decrease in employee compensation expenses of $0.5 million, which resulted from a decrease in headcount, and a decrease of $0.5 million in consultant fees as a result of lower demand for professional services resulting from the increasing proportion of cloud-based solutions as a percentage of our sales.

Sales and Marketing


	Three Months Ended June 30,						Change						Six Months Ended June 30,				Change
(Dollars in thousands)	2020		2019		$		%		2020		2019		$		%
Sales and Marketing	$	39,531	$	34,528	$	5,003	14	%	$	77,784	$	69,188	$	8,596	12	%

Sales and marketing expenses consist primarily of salaries, sales commissions and related expenses, including share-based payment expense, for our sales and marketing employees, marketing programs and related overhead. We plan to continue to invest in sales and marketing by expanding our global promotional activities, building brand awareness, attracting new customers and sponsoring additional marketing events. The timing of these events, such as our annual sales kickoff, will affect our sales and marketing costs in a particular quarter. We plan to invest in training and retention of our sales team.

Sales and marketing expenses increased $5.0 million, or 14%, in the three months ended June 30, 2020 compared to the corresponding period in 2019. The increase was primarily due to a $5.3 million increase in employee compensation expenses, which resulted from increased headcount and share-based compensation. Higher marketing costs, allocations of IT-related costs and other costs also contributed $0.9 million to increased expenses. These increases were partially offset by a decrease in travel and entertainment expenses of $1.4 million due to the impact of COVID-19.

Sales and marketing expenses increased $8.6 million, or 12%, in the six months ended June 30, 2020 compared to the corresponding period in 2019. The increase was primarily due to a $9.0 million increase in employee compensation expenses, which resulted from increased headcount and share-based compensation. Higher marketing costs, allocations of IT-related costs and other costs also contributed $2.0 million to increased expenses. These increases were partially offset by a decrease in travel and entertainment expenses of $2.7 million due to the impact of COVID-19.

Research and Development


	Three Months Ended June 30,						Change						Six Months Ended June 30,				Change
(Dollars in thousands)	2020		2019		$		%		2020		2019		$		%
Research and Development	$	17,639	$	16,577	$	1,062	6	%	$	33,573	$	31,435	$	2,138	7	%

Research and development expenses consist primarily of salaries and related expenses, including share-based payment expense, contractor software development costs and related overhead, as well as amortization of acquired developed technology, less any research and development subsidies. We expect that research and development expenses will increase in absolute dollars as we invest to build the necessary employee and system infrastructure required to enhance existing and support development of new technologies and the integration of acquired businesses and technologies.

Research and development expenses increased $1.1 million, or 6%, in the three months ended June 30, 2020 compared to the corresponding period in 2019. The increase was primarily due to a $1.8 million increase in employee compensation expenses, which resulted from increased headcount and share-based compensation. This increase was partially offset by a decrease in office and other operational costs of $0.7 million.

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Research and development expenses increased $2.1 million, or 7%, in the six months ended June 30, 2020 compared to the corresponding period in 2019. The increase was primarily due to a $3.2 million increase in employee compensation expenses, which resulted from increased headcount and share-based compensation. Higher allocations of IT-related costs also contributed $0.3 million to increased expenses. These increases were partially offset by a decrease in office and other operational costs of $1.5 million.

General and Administrative


	Three Months Ended June 30,						Change						Six Months Ended June 30,				Change
(Dollars in thousands)	2020		2019		$		%		2020		2019		$		%
General and Administrative	$	14,997	$	11,616	$	3,381	29	%	$	30,652	$	22,028	$	8,624	39	%

General and administrative expenses consist of salaries and related expenses, including share-based payment expense, for finance, legal, human resources and information systems management personnel, as well as external legal, accounting and other professional fees, other corporate expenses and related overhead. We expect that general and administrative expenses will increase as we invest in our infrastructure and we incur additional employee-related costs and professional services related to the growth of our business.

General and administrative expenses increased $3.4 million, or 29%, in the three months ended June 30, 2020, compared to the corresponding period in 2019. The increase was primarily due higher employee compensation expenses of $1.8 million, professional fees of $1.6 million and software license costs of $0.4 million. These increases were partially offset by a decrease in travel and entertainment expenses of $0.3 million due to the impact of COVID-19 and allocations of IT-related costs of $0.4 million.

General and administrative expenses increased $8.6 million, or 39%, in the six months ended June 30, 2020, compared to the corresponding period in 2019. The increase was primarily due higher employee compensation expenses of $5.5 million, professional fees of $3.1 million, software license costs of $0.9 million and insurance costs of $0.6 million. The increase in employee compensation expense is due to an increase in employee headcount, fees incurred in connection with reorganizational activities, and share-based compensation expense related to one-time impact of adjustments to the performance metrics of performance-based stock units granted in 2019 as part of the annual executive equity incentive cycle. These increases were partially offset by allocations of IT-related costs and other costs of $1.2 million and a decrease in travel and entertainment expenses of $0.4 million due to the impact of COVID-19.

Interest income (expense), net


	Three Months Ended June 30,						Change					Six Months Ended June 30,			Change
(Dollars in thousands)	2020		2019		$		%	2020		2019		$		%
Interest income (expense), net	$	(1,922)	$	(4)	$	(1,918)	NM	$	(3,727)	$	(6)	$	(3,721)	NM

Interest income (expense), net consists primarily of the interest associated with our outstanding debt obligations, including the amortization of debt issuance costs, and interest income from our investments in money market securities.

Interest income (expense), net changed unfavorably by $1.9 million in the three months ended June 30, 2020, compared to the corresponding period in 2019. The change was primarily due to $1.9 million of contractual interest expense and amortization of debt discount and issuance costs from the issuance of our 1.75% Convertible Senior Notes due September 1, 2024, or our 2024 Notes.

Interest income (expense), net changed unfavorably by $3.7 million in the six months ended June 30, 2020, compared to the corresponding period in 2019. The change was primarily due to $3.9 million of contractual interest expense and amortization of debt discount and issuance costs from the issuance of our 1.75% Convertible Senior Notes due September 1, 2024, or our 2024 Notes.

Other income (expense), net


	Three Months Ended June 30,						Change					Six Months Ended June 30,			Change
(Dollars in thousands)	2020		2019		$		%	2020		2019		$		%
Other income (expense), net	$	67	$	(230)	$	297	NM	$	265	$	(585)	$	850	NM

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Other income (expense), net changed favorably by $0.3 million in the three months ended June 30, 2020, compared to the corresponding period in 2019. The change is primarily due to fluctuations in foreign exchange rates, which impact our foreign currency denominated monetary assets and liabilities.

Other income (expense), net changed favorably by $0.9 million in the six months ended June 30, 2020, compared to the corresponding period in 2019. The change is primarily due to fluctuations in foreign exchange rates, which impact our foreign currency denominated monetary assets and liabilities.

Liquidity and Capital Resources


	Six Months Ended June 30,
(In thousands)	2020		2019
Cash used in operating activities	$	(12,251)	$	(5,621)
Cash used in investing activities	(3,165)		(1,544)
Cash from financing activities	3,480		5,232
Net increase (decrease) in cash and cash equivalents	$	(11,936)	$	(1,933)

Through June 30, 2020, we have financed our operations primarily through cash received from customers for subscriptions of our software and professional services, as well as equity and equity-linked financings. In 2019, we received net proceeds, after deducting discounts and commission to the initial purchasers and issuance expenses, of $147.5 million from the issuance of our 2024 Notes. In connection with the issuance of our 2024 Notes, we terminated our secured revolving credit facility. As of June 30, 2020, we had $165.0 million of cash and cash equivalents. We believe that our current cash and cash equivalents will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months, despite the uncertainty in the changing market and economic conditions related to the COVID-19 pandemic.

Our future capital requirements will depend on many factors, including our growth rate, and the timing and extent of our spending to support our operating expenses and strategic investments. In the event that we require or choose to seek financing from outside sources, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital when needed or desired, our business, results of operations and financial condition could be adversely affected.

Operating Activities

During the six month period ended June 30, 2020, operating activities used $12.3 million in cash as a result of net loss of $39.7 million and an unfavorable impact of $10.1 million from changes in working capital, primarily driven by decreases in deferred revenue and accrued expenses and other current liabilities and an increase in contract acquisition costs. These unfavorable changes were offset by non-cash charges of $37.5 million

During the six month period ended June 30, 2019, operating activities used $5.6 million in cash as a result of a net loss of $36.3 million, offset by non-cash charges of $29.3 million and a $1.4 million favorable impact from changes in working capital.

Investing Activities

Cash used in investing activities for the six month period ended June 30, 2020 was $3.2 million. Investing activities consist primarily of capital expenditures to purchase furniture and equipment to support additional office space as well as miscellaneous information technology equipment for our employees and software licenses.

Cash used in investing activities for the six month period ended June 30, 2019 was $1.5 million. Investing activities consist primarily of capital expenditures to purchase furniture and equipment to support additional office space as well as miscellaneous information technology equipment for our employees.

Financing Activities

Cash from financing activities for the six month period ended June 30, 2020 was $3.5 million. Financing proceeds for the six month period ended June 30, 2020 was primarily driven by $1.9 million of proceeds from the exercise of employee stock awards and $2.3 million of proceeds received from employees as part of the Company’s employee stock purchase plan. The proceeds were partially offset by $0.7 million of repayment of the Bpifrance loan.

Cash from financing activities for the six month period ended June 30, 2019 was $5.2 million. Financing proceeds for the six month period ended June 30, 2019 was driven by $2.9 million of proceeds from the exercise of employee stock awards and $2.3 million of proceeds received from employees as part of the Company’s employee stock purchase plan.

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Off-Balance Sheet Arrangements

As of June 30, 2020, we did not have any relationships with any unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Foreign Currency Exchange Risk

Our results of operations and cash flows are subject to fluctuations as a result of changes in foreign currency exchange rates. Our sales contracts are generally denominated in the local currency of the entity with which they are contracted. Our operating expenses are generally denominated in the local currencies of the countries where our operations are located. Most of our expenses are incurred in euros and U.S. dollars. Fluctuations in foreign currencies impact the amount of total assets, liabilities, revenues, operating expenses and cash flows that we report for our foreign subsidiaries upon the translation of these amounts into U.S. dollars. As the U.S. dollar fluctuates against certain international currencies, the amounts of revenue and deferred revenue that we report in U.S. dollars for foreign subsidiaries that transact in international currencies may also fluctuate relative to what we would have reported using a constant currency rate.

For the six months ended June 30, 2020, approximately 54% of our revenue and approximately 55% of aggregate cost of sales and operating expenses were generated in currencies other than U.S. dollars. For the year ended December 31, 2019 approximately 54% of our revenue and approximately 56% of aggregate cost of sales and operating expenses were generated in currencies other than U.S. dollars. We have not entered into derivatives or hedging transactions, as our exposure to foreign currency exchange rates has historically been partially hedged as our euro denominated inflows have covered our euro denominated expenses and our U.S. dollar denominated inflows have covered our U.S. dollar denominated expenses. However, we may enter into derivative or hedging transactions in the future if our exposure to foreign currency should become more significant. For the periods ended June 30, 2020 and December 31, 2019, a hypothetical 10% increase or decrease in the foreign exchange rate of the euro to the U.S. dollar would lead to a corresponding increase or decrease of the consolidated net loss to the Company of approximately $3.3 million and $3.9 million, respectively.

Interest Rate Risk

We had cash and cash equivalents of $165.0 million and $177.1 million at June 30, 2020 and December 31, 2019, respectively. The carrying amount of our cash equivalents reasonably approximates fair value, as a result of the short maturities of investment instruments used. The primary objective of our investment activities is the preservation of capital, and we do not enter into investments for trading or speculative purposes. A large majority of short-term and long-term investments we hold are in the form of term deposits with fixed interest rates, thereby limiting their exposure related to interest rate fluctuations. A hypothetical 10% increase or decrease in interest rates would not have a material impact on our financial statements during either of the periods ended June 30, 2020 and December 31, 2019.

In September 2019, we issued €139.8 million aggregate principal amount of 1.75% Convertible Senior Notes due September 1, 2024 (the “2024 Notes”). The 2024 Notes have a fixed annual interest rate of 1.75% and, therefore, we do not have economic interest rate exposure on the 2024 Notes. However, the fair value of the 2024 Notes is exposed to interest rate risk. Generally, the fair market value of the fixed interest rate 2024 Notes will increase as interest rates fall and decrease as interest rates rise. In addition, the fair value of the 2024 Notes fluctuates when the market price of our ADSs fluctuate. We carry the 2024 Notes at face value less unamortized discount and issuance costs on our balance sheet, and we present the fair value for required disclosure purposes only.

Inflation Risk

We do not believe that inflation has had a material effect on our business, financial condition, or results of operations.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2020. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in

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the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures as of June 30, 2020, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective at the reasonable assurance level due to a material weakness in internal control over financial reporting that was disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. The material weakness relates to the assumptions in the stand-alone selling price (SSP) model used to determine the allocation of the transaction price to each performance obligation of on-premise subscriptions, where we did not sufficiently maximize the use of observable inputs relating to the useful life of the intellectual property used in the SSP model for the on-premise subscription transactions.

Remediation

As previously described in Part II, Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, we began implementing a remediation plan to address the material weakness mentioned above. The material weakness will not be considered remediated, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We expect that the remediation of this material weakness will be completed prior to the end of fiscal year 2020.

Changes in Internal Control Over Financial Reporting

Other than the changes intended to remediate the material weakness noted above, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. We have not experienced any material impact to our internal controls over financial reporting despite the fact that all of our employees are working remotely due to the COVID-19 pandemic. We are continually monitoring and assessing the impact of the COVID-19 pandemic situation on our internal controls to minimize its effect on their design and operating effectiveness.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

In the ordinary course of business, we may be involved in various legal proceedings and claims related to intellectual property rights, commercial disputes, employment and wage and hour laws, alleged securities laws violations or other investor claims and other matters. For example, we have been, and may in the future be, put on notice and sued by third parties for alleged infringement of their proprietary rights, including patent infringement. We evaluate these claims and lawsuits with respect to their potential merits, our potential defenses and counterclaims, and the expected effect on us of defending the claims and a potential adverse result. We are not presently a party to any legal proceedings that in the opinion of management, if determined adversely to us, would have a material adverse effect on our business, financial condition or results of operations.

ITEM 1A. RISK FACTORS.

You should carefully consider the risks described below and all other information contained in this Quarterly Report and the Annual Report on Form 10-K filed with the SEC on March 17, 2020. If any of the following risks actually occur, our business, financial condition and results of operations could be materially and adversely affected. In that event, the market price of the ADSs could decline. In addition, the impact of the COVID-19 pandemic and any worsening of the economic environment may exacerbate the risks described below, any of which could have a material impact on us. This situation is changing rapidly and additional impacts may arise that we are not aware of currently. This Quarterly Report also contains forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of many factors, including the risks described below and elsewhere in this Quarterly Report. See “Special Note Regarding Forward-Looking Statements” above.

Risks Related to Our Business and Industry

Prolonged economic uncertainties or downturns could harm our business.

Current or future economic downturns, fear or anticipation of such conditions, or uncertainty as to how the U.S. or foreign governments will act with respect to the outbreak of the novel coronavirus (COVID-19), tariffs, and international trade agreements and policies, could harm our business and results of operations, cause a decrease in corporate spending on enterprise software in general and slow down the rate of growth of our business. In addition, financial and credit market fluctuations, the impact and uncertainty regarding global central bank monetary policy, changes in interest rates and inflation, changes in international trade relationships and trade disputes between the U.S. and other countries, instability in the geopolitical environment as a result of the withdrawal of the United Kingdom “Brexit” from the European Union, economic challenges in China, and terrorist attacks in the United States, Europe or elsewhere, individually or collectively, could negatively affect the U.S. and global macroeconomic environment. A prolonged period of economic uncertainty or a downturn may also significantly affect financing markets including the availability of capital and the terms, cost and conditions of financing arrangements, including the overall cost of financing. Circumstances may arise in which we need, or desire, to raise additional capital, and such capital may not be available on commercially reasonable terms, or at all.

The U.S. and global macroeconomic environment is currently being negatively affected by the COVID-19 pandemic. The current worldwide economic conditions attributable to the COVID-19 pandemic have made it challenging for our customers and us to forecast and plan future business activities accurately and has caused and could continue to cause customers to reevaluate their decision to purchase our products, which could delay and lengthen our sales cycles or result in cancellations of planned purchases. In fact, a limited number of prospective customers have delayed or canceled planned purchases of our products and some existing customers reduced or have not renewed contracts in light of the COVID-19 pandemic, new IT budget approval processes, and current economic conditions. We anticipate that the current global macroeconomic conditions will result in slower revenue growth across our business as a result of fewer purchases by new customers, decisions by customers not to increase, or even decrease, the size of their contracts with us when their contracts are up for renewal, and lower renewal rates. Furthermore, during these challenging economic times our customers may face issues in gaining timely access to sufficient credit, which could impair their ability to make timely payments to us. If that were to occur, we may be required to, among other things, increase our allowance for doubtful accounts, grant payment concessions or modify payment terms, which would harm our results of operations. For example, in March we saw an increase in the days outstanding of our accounts receivables and requests from certain customers for extended payment terms and flexibility. These trends stabilized and improved during the second quarter. However, at this time, we cannot ascertain the expected impact, if any, of the fluctuations we have observed in days outstanding and extended or more flexible payment terms for certain of our customers on our future results of operations, cash flows or financial condition. We have a significant number of customers in industries highly impacted by the COVID-19 pandemic,

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including the travel and hospitality, retail, and energy industries. Current macroeconomic conditions have caused and may cause firms in certain of these and any other impacted industries to react to current economic conditions by reducing their capital expenditures in general or by specifically reducing their spending on information technology. Customers in industries affected by current macroeconomic conditions may delay or cancel information technology projects or seek to lower their costs by renegotiating vendor contracts. To the extent purchases of our offerings are perceived by customers and potential customers to be discretionary, our revenue may be disproportionately affected by delays or reductions in general information technology spending. Also, subscription customers may choose to develop or utilize in-house support capabilities as an alternative to purchasing our subscription offerings. Moreover, competitors may respond to market conditions by lowering prices of subscription offerings. In addition, the increased pace of consolidation in certain industries may result in reduced overall spending on our subscription offerings.

We cannot predict the timing, depth or duration of the current economic slowdown, generally or within any particular geographic region or industry. If the economic conditions of the general economy or industries in which we operate remain subdued or worsen from present levels, our business, results of operations, financial condition and cash flows could be adversely affected.

The effects of the global COVID-19 pandemic have materially affected how we and our customers are operating our businesses, and the duration and extent to which this will impact our future results of operations and overall financial performance remains uncertain.

In December 2019, COVID-19 was reported in China, in January 2020 the WHO declared it a Public Health Emergency of International Concern, and in March 2020 the WHO declared it a pandemic. This contagious disease outbreak has continued to spread across the globe and is impacting worldwide economic activity and financial markets. In light of the rapidly evolving situation relating to the spread of COVID-19 and relevant government orders, we have taken precautionary measures intended to minimize the risk of the virus to our employees, our customers, and the communities in which we operate, which could negatively impact our business. We are generally requiring all employees around the globe to work remotely. We continue to monitor and safeguard our systems, networks and data; however, the unprecedented scale of remote work may require additional personnel and resources, which nevertheless cannot be guaranteed to fully safeguard all systems, networks, and data upon which we rely. We also have suspended all non-essential travel worldwide for our employees. While we have a distributed workforce and our employees are accustomed to working remotely or working with other remote employees, our workforce is not fully remote. Our employees travel frequently to establish and maintain relationships with one another, our customers and prospective customers, partners, and investors. In addition, we hold in-person marketing events to generate sales leads for our products and restrictions on in-person gatherings have affected our marketing efforts by limiting them to virtual events and digital channels, which may not prove as effective at building sales leads. Further, some projects to assist our customers to implement our software also require presence at the customer’s site and as a result some implementation projects have been and others in the future may be delayed. In addition, current social distancing measures could: negatively affect our sales efforts and our ability to enter into customer contracts in a timely manner; slow down our recruiting efforts; challenge our ability to effectively onboard new hires; or create operational or other challenges. Any of the foregoing could harm our business and results of operations. We continue to monitor the situation and will adjust our current policies as the COVID-19 pandemic evolves and public health and other government officials issue additional guidance or orders. In addition, the COVID-19 pandemic has and will continue to disrupt the operations of certain of our customers, channel partners, resellers and systems integrators for an indefinite period of time, including as a result of travel restrictions and/or business shutdowns, uncertainty in the financial markets or other harm to their business and financial results, resulting in delayed purchase decisions, extended payment terms, and postponed or canceled projects, all of which could negatively impact our business and results of operations. More generally, the COVID-19 pandemic is adversely affecting economies and financial markets globally. The impacts of the global COVID-19 pandemic on the broader global economy have been swift, dramatic and unpredictable. The latency and duration of these impacts are diverse across geographies and jurisdictions in which we market and sell our solutions. We have had a limited number of planned purchases of our solutions delayed or canceled because of current economic conditions and may in the future see reduced demand for our solutions. We or our customers may also experience increased costs associated with security of our infrastructure and data, as the increase in remote work has also increased the surface area potentially vulnerable to cyberattack. As a result of these factors, the current COVID-19 pandemic and economic conditions may adversely affect demand for our solutions and may harm our business and results of operations. It is not currently possible to estimate with any reasonable certainty the precise impact that the COVID-19 pandemic could have on our business, as the impact will depend on future developments, which are highly uncertain and cannot be predicted at this time, such as the duration and spread of the pandemic, the extent and effectiveness of containment actions and the impact of these and other factors on our employees, customers, partners, and vendors.

We have a history of losses and may not be able to achieve profitability or positive cash flows on a consistent basis. If we cannot achieve profitability or positive cash flows, our business, financial condition and results of operations may suffer.

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We have incurred losses in all years since our inception. We incurred a net loss of $39.7 million in the six months ended June 30, 2020, $61.5 million in the year ended December 31, 2019 and $39.0 million in the year ended December 31, 2018. As a result, we had accumulated losses of $318.2 million as of June 30, 2020. We anticipate that our operating expenses will increase substantially in the foreseeable future as we continue to develop our technology, enhance our product and service offerings, broaden our installed customer base, expand our sales channels, expand our operations and hire additional employees. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently, or at all, to offset these higher expenses. Revenue growth may slow or revenue may decline for a number of possible reasons, including slowing demand for our products or services, increasing competition, a decrease in the growth of our overall market, failure to acquire or renew subscriptions with customers, particularly large enterprise customers, a failure to capitalize on growth opportunities or the impact of the COVID-19 pandemic and macroeconomic conditions on IT spending. Any failure to increase our revenue as we grow our business could prevent us from achieving profitability or improving cash flow on a consistent basis. If we are unable to meet these risks and challenges as we encounter them, our business, financial condition and results of operations may suffer.

Our business and operations have experienced rapid growth, and if we do not appropriately manage any future growth or are unable to improve our systems and processes, our business, financial condition, results of operations and prospects will be adversely affected.

We have experienced rapid growth and increased demand for our products over the last few years. You should not consider our revenue growth in recent periods as indicative of our future performance. While we have historically experienced significant revenue growth, we may not achieve similar revenue growth in future periods or at all. Our employee headcount and number of customers have increased significantly, and although our near-term headcount growth was recalibrated in light of current economic conditions, over time we expect to continue to grow our headcount significantly. The growth and expansion of our business and product offerings places a continuous significant strain on our management, operational and financial resources. As we have grown, we have managed more complex deployments of our subscriptions with large enterprise customers, and our growth strategy is dependent upon increased sales to these large enterprise customers. We must continue to improve and expand our information technology and financial infrastructure, our operating and administrative systems, and our ability to manage headcount, capital and processes in an efficient manner to manage our growth to date and any future growth effectively.

We may not be able to scale improvements successfully to our product offering or implement our other systems, processes and controls in an efficient or timely manner or in a manner that does not negatively affect our results of operations. In addition, our existing systems, processes and controls may not prevent or detect all errors, omissions or fraud. We may experience difficulties in managing improvements to our systems, processes and controls or in connection with third-party software, which could disrupt existing customer relationships, cause us to lose customers, limit us to smaller deployments of our products, or increase our technical support costs. Our failure to improve our systems, processes and controls, or their failure to operate in the intended manner, may result in our inability to manage the growth of our business and to forecast our revenue, forecast our expenses and earnings accurately, or to prevent certain losses. For example, we are implementing certain new enterprise management systems and any failure to implement these systems may disrupt our operations and our operating expenses could increase. Additionally, our productivity and the quality of our products and services may be adversely affected if we do not integrate and train our new employees quickly and effectively. Any future growth would add complexity to our organization and require effective coordination throughout our organization. If we do not successfully manage the coordination of our internal teams, including our sales and marketing functions, we may experience reduced productivity of our employees and may be constrained in our ability to further grow and scale our business. Failure to manage any future growth effectively could result in increased costs, negatively affect our customers’ satisfaction with our products and services and harm our results of operations.

If we are unable to increase sales of our solution to new customers and sell additional products to our existing customers, our future revenue and results of operations will be harmed.

Our future success depends, in part, on our ability to sell our subscriptions to new customers and to expand the deployment of our platform with existing customers by selling additional subscriptions. As a result, we may be required to use increasingly sophisticated and costly sales efforts to differentiate our offerings from those of our competitors, which may not result in additional sales. In addition, the rate at which our customers purchase additional subscriptions depends on a number of factors, including the perceived need for additional data integration and integrity products, evolving sales strategies as well as general economic conditions. We expect the current economic situation will make it more challenging to sell our subscriptions to new customers. Some industries particularly impacted by the COVID-19 pandemic, including travel and hospitality, retail, and energy, have significantly cut or eliminated capital expenditures at this time. If we are unable to build new relationships with those verticals during the pandemic, that could harm our customer base later. Even if we are able to convince a potential customer of the

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benefits of our solution, they may choose to adopt our competitors’ offerings instead. If our efforts to sell additional subscriptions to our customers are not successful, our business may suffer.

The market for our cloud integration products is relatively new, unproven and evolving, and our future success depends on the growth and expansion of such market and our ability to adapt and respond effectively to an evolving market.

The market for cloud integration is relatively new, rapidly evolving and unproven. Our future success will depend in large part on our cloud integration solutions’ ability to penetrate the existing market for data integration and integrity platforms, as well as the continued growth and expansion of the market for data integration and integrity platforms. It is difficult to predict subscription customer adoption and renewals, subscription customers’ demand for our offerings, the size, growth rate and expansion of these markets, the entry of competitive products or the success of existing competitive products. If we do not correctly anticipate changes in these markets or are unable to respond quickly and effectively to changes in these markets, our business may be harmed. Our ability to penetrate the existing market and any expansion of the market depends on a number of factors, including the cost, performance and perceived value associated with our offerings, as well as subscription customers’ willingness to adopt an alternative approach to data integration and integrity platforms. Additionally, demand for our cloud integration products will depend in large part on the adoption of cloud data warehouses. Furthermore, many potential subscription customers have made significant investments in hand coding or legacy ETL software and may be unwilling to invest in a new solution. If the market for cloud integration and management platforms fails to grow or decreases in size, or if we fail to adapt to any changes in the industry, our business would be harmed.

If we fail to successfully manage our business model transition to cloud-based products and a cloud oriented sales model, our results of operations could be negatively impacted.

We have observed an industry transition to cloud-based technologies and a decrease in on-premise big data application adoption. To address these trends, we accelerated the development of our cloud offerings. In connection with the transition to cloud-based technologies, we have also shifted to a cloud oriented sales model. During our business model transition, revenue, orders, gross margin, net income (loss), earnings (loss) per share, deferred revenue, and cash flow from operations will be impacted as revenue is recognized ratably rather than a portion up front. Further, our cloud customers typically demand fewer professional services from us compared to on-premise customers, which has had, and we anticipate will continue to have, a negative impact on our professional services revenue. In addition, the metrics we use to gauge the status of our business model transition may evolve over the course of the transition as significant trends emerge.

Our transition may give rise to a number of risks and uncertainties, and if we do not successfully navigate and execute this transition, our business and future operating results could be adversely affected. Continued development of existing cloud offerings as well as new cloud offerings requires a considerable investment of technical, financial, legal, and sales resources, and a scalable organization. Market acceptance of such offerings is affected by a variety of factors, including but not limited to: security, reliability, performance, current license terms, customer preference, social/community engagement, customer concerns with entrusting a third-party to store and manage their data, public concerns regarding privacy, security, and data protection and the enactment of restrictive laws or regulations. Whether our business model transition will prove successful and will accomplish our business and financial objectives is subject to numerous uncertainties, including but not limited to: customer demand, attach and renewal rates, channel acceptance, our ability to further develop and scale infrastructure, our ability to include functionality and usability in such offerings that address customer requirements, competitive offerings, particularly from low-end cloud competition, tax and accounting implications, pricing, and our costs. Even if we successfully implement this transition, new customers and existing customers may not purchase subscriptions for our new or redeveloped cloud offerings.

Moreover, if our sales model is not successful, or if new sales models we adopt are not successful, our business, financial condition and results of operation could be adversely affected. In addition, any failure of our management and sales personnel to develop and implement sales strategies for our new product offerings could harm our ability to successfully introduce new products.

If we are not successful in executing our strategy to increase sales of our solution to new and existing large enterprise customers, our operating results may suffer.

Our growth strategy is significantly dependent upon increasing sales of our solution to new and existing large enterprise customers, particularly when such sales result in large orders for our solution. Sales to these large enterprise customers involve risks that may not be present (or that are present to a lesser extent) with sales to smaller customers, which can act as a disincentive to our sales team to pursue these larger customers. These risks include:

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•Competition from companies that traditionally target larger enterprises and that may have pre-existing relationships or purchase commitments from such customers;

•Increased purchasing power and leverage held by large enterprise customers in negotiating contractual arrangements with us;

•More stringent requirements in our support services, including demand for quicker support response times and penalties for any failure to meet support requirements; and

•Longer sales cycles and the associated risk that substantial time and resources may be spent on a potential customer that elects not to purchase our solutions.

Large organizations often undertake a significant evaluation process that results in a lengthy sales cycle. Although we rely on our channel partners for a portion of our sales, our sales representatives typically engage in direct interaction with our prospective customers as well as our distributors and resellers. We typically provide evaluation products to these customers and may spend substantial time, effort and money in our sales efforts to these prospective customers. In addition, product purchases by large organizations are frequently subject to budget constraints, multiple approvals and unanticipated administrative, processing and other delays. Finally, large organizations typically have longer implementation cycles, require greater product functionality and scalability, require a broader range of services, demand that vendors take on a larger share of risks, require acceptance provisions that can lead to a delay in revenue recognition and expect greater payment flexibility. All of these factors can add further risk to business conducted with these customers.

Our business is substantially dependent on sales leads from in-person marketing events and digital marketing efforts and if we are unable to generate significant volumes of such leads, traffic to our websites and our revenue may decrease.

We utilize in-person marketing events to educate potential customers about our solutions and generate sales leads. In light of social distancing measures implemented to combat the COVID-19 pandemic, we have been unable to hold in-person marketing events and attend trade shows and instead have had to rely on virtual-only events. We do not have a history of utilizing virtual-only events to such a large extent. As a result, our virtual-only events have not been and may continue to not be as successful in creating an interest in our solutions or generating sales leads as our in-person events and our marketing team will need to continue to make adjustments as it adapts. If our virtual-only marketing efforts are not as successful as our in-person marketing events, then our results of operations and cash flows could be adversely affected.

We also utilize digital marketing channels, such as paid and free online search, display advertising, email and social media, in order to direct potential customers interested in our solution to our websites and generate sales leads. Many of these potential customers find our websites by searching for data integration solutions through Internet search engines, particularly Google. A critical factor in attracting potential customers to our websites is how prominently our websites are displayed in response to search inquiries. If we are listed less prominently or fail to appear in search result listings for any reason, visits to our websites by customers and potential customers could decline significantly and we may not be able to replace this traffic. Furthermore, if the costs associated with our digital marketing channels increase, we may be required to increase our sales and marketing expenses, which may not be offset by additional revenue, and our business and results of operations could be adversely affected.

Recent significant changes to our leadership team and the resulting management transitions might harm our future operating results.

We have recently experienced significant changes to our leadership team. In January 2020, Michael Tuchen, who had served as our Chief Executive Officer, or CEO, for over six years resigned and was succeeded by Christal Bemont. At the same time, we announced the hiring of Ann-Christel Graham as our Chief Revenue Officer, or CRO, and we also announced the creation of a new Chief Customer Officer position, which was filled by Jamie Kiser. Although we believe the leadership transition is in the best interest of our stakeholders, this leadership transition may result in loss of personnel with deep institutional or technical knowledge and has the potential to disrupt our operations and relationships with employees and customers due to added costs, operational inefficiencies, decreased employee morale and productivity and increased turnover. We must successfully integrate our new leadership team members within our organization to achieve our operating objectives and the leadership transition may temporarily affect the performance of our business and results of operations as the new members of our leadership team, particularly our CEO and CRO, become familiar with our business. In addition, our competitors may seek to use this transition and the related potential disruptions to gain a competitive advantage over us. Further, these changes also increase our dependency on other members of our leadership team who remain with us. Such individuals are not contractually obligated to remain employed by us and may leave at any time. Any such departure could be particularly disruptive in light of the recent

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leadership transition and to the extent we experience management turnover, competition for top management is high and it may take months to find a candidate that meets our requirements. If we are unable to mitigate these or other similar risks, our business, results of operation and financial condition may be adversely affected.

We depend on a highly skilled workforce, our executive officers and members of our leadership team. An inability to retain and attract highly skilled employees or the loss of one or more of our executive officers or members of our leadership team could harm our business.

Our future success depends, in part, on our ability to attract and retain highly skilled personnel. The inability to attract or retain qualified personnel, or delays in hiring required personnel, particularly in engineering and sales, may seriously harm our business, financial condition and results of operations. In fact, we are substantially dependent on the continued service of our existing engineering personnel because of the complexity of our platform and any failure to hire, train, retain and adequately incentivize our sales personnel could negatively affect our growth and the inability of our recently hired sales personnel to effectively ramp up to target productivity levels could negatively affect our operating margins.

Our employees do not have employment arrangements that require them to continue to work for us for any specified period, and therefore, they can terminate their employment with us at any time. Additionally, the industry in which we operate generally experiences high employee attrition and in 2019 we experienced an increase in our attrition rates. Further, we are subject to restrictions under French law with respect to the number of restricted share units we may have outstanding relative to our share capital, as well as minimum vesting and holding period requirements for our restricted share units. These limitations have impacted and may continue to impact our ability to offer competitive equity compensation to current and prospective employees.

Our future performance also depends on the continued services and continuing contributions of our executives and members of our leadership team to execute on our business plan and to identify and pursue new opportunities and product innovations. Although we have entered into employment offer letters with our executives and the members of our leadership team, these agreements have no specific duration and constitute at-will employment. The loss of one or more of our executives or members of our leadership team at any time, particularly following our recent significant changes to our leadership team, could seriously harm our business and results of operations, reduce employee retention, disrupt our relationships with our employees, customers and vendors, and impair our ability to compete.

Further, competition for highly skilled personnel is often intense, especially in the San Francisco Bay Area, the United Kingdom and France, where we have substantial presence and need for highly skilled personnel. To the extent we hire personnel from competitors, we may be subject to allegations that they have been improperly solicited, that they have divulged proprietary or other confidential information, or that their former employers own their inventions or other work product. In addition, we have experienced difficulty, and in the future may not be successful, in attracting or integrating qualified personnel to fulfill our current or future needs. We recalibrated our hiring plans in response to the economic impacts of the COVID-19 pandemic, which could put a strain on our existing workforce and result in increased attrition, which could adversely affect our ability to execute our business strategy. Moreover, if we fail to fill positions essential to executing and achieving our strategic plans and objectives, whether because of our recalibrated hiring plans or an inability to recruit and attract talent, we may fail to execute and achieve them, which could adversely affect our business, financial condition and results of operation. Temporary office closures and travel restrictions as a result of the COVID-19 pandemic could make it more difficult to onboard new employees, provide trainings and integrate them into our workforce, which could adversely affect the productivity of our employees and our business.

Interruptions or performance problems associated with our technology and infrastructure, such as security incidents, and our reliance on technologies from third parties, may adversely affect our business operations and financial results.

Our website and internal technology infrastructure may experience performance issues due to a variety of factors, including infrastructure changes, human or software errors, website or third-party hosting disruptions or capacity constraints due to a number of potential causes, including technical failures, natural disasters or fraud or security incidents, such as ransomware attacks. Our use and distribution of open source software or remote work arrangements may increase this risk. If our website is unavailable, our users are unable to use our products or download our tools, we fail to satisfy contractual obligations guaranteeing minimum availability rates, or users or prospective users are unable to order subscription offerings or professional services within a reasonable amount of time or at all, our business could be harmed.

Further, we expect to continue to make significant investments to enable rapid releases of new features and applications for Talend Data Fabric and maintain our cloud infrastructure. To the extent that we do not effectively upgrade our systems as needed

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and continually develop our technology to accommodate actual and anticipated changes in technology, our business and results of operations may be harmed.

In addition, we rely on cloud technologies from third parties in order to operate critical functions of our business, including financial management services, relationship management services and lead generation management services. If these services become unavailable due to extended outages or interruptions or because they are no longer available on commercially reasonable terms or prices, our expenses could increase, our ability to manage our finances could be interrupted, our processes for managing sales of our subscription offerings and professional services and supporting our customers could be impaired, and our ability to generate and manage sales leads could be weakened until equivalent services, if available, are identified, obtained and implemented, all of which could harm our business and results of operations.

Our sales cycle can be long and unpredictable, particularly with respect to sales through our channel partners or sales to large enterprise customers, and our sales efforts require considerable time and expense.

Our results of operations may fluctuate, in part, because of the resource-intensive nature of our sales efforts, the length and variability of the sales cycle of our subscription offerings and the difficulty in making short-term adjustments to our operating expenses. Our results of operations depend in large part on sales to larger subscription customers and increasing sales to existing customers. The length of our sales cycle, from initial contact with our sales team to contractually committing to our subscription offerings, can vary substantially from customer to customer based on deal complexity as well as whether a sale is made directly by us or through a channel partner. Particularly for larger enterprise customers, the sales cycle can be longer and require additional resources as these customers may undertake an evaluation process and we may spend substantial time, effort and money in these sales efforts. Additionally, product purchases by larger organizations are frequently subject to budget constraints, multiple approvals and unanticipated administrative, processing and other delays. Larger enterprise customers may also have longer implementation cycles and require greater product functionality or support. It is difficult to predict exactly when, or even if, we will make a sale to a potential customer or if we can increase sales to our existing customers. As a result, large individual sales have, in some cases, occurred in quarters subsequent to those we anticipated, or have not occurred at all. In fact, as a result of current economic conditions, we have had a limited number of expected sales delayed or canceled as potential customers reevaluate their IT spending budgets or implement additional approval processes. In the future, we may experience delays and cancellations as a result of any current or future recession. The loss or delay of one or more large transactions in a quarter could affect our cash flows and results of operations for that quarter and our revenue for any future quarters. Because a substantial proportion of our expenses are relatively fixed in the short term, our results of operations will suffer if we are unable to convert large enterprise customers and our revenue falls below our expectations in a particular quarter, which could cause the price of our ADSs to decline.

We rely significantly on revenue from subscriptions, which may decline and, because we recognize a significant portion of revenue from subscriptions over the term of the relevant subscription period, downturns or upturns in sales are not immediately reflected in full in our results of operations.

Subscription revenue accounts for a significant portion of our revenue, comprising 90% of total revenue in the six months ended June 30, 2020, 88% in the year ended December 31, 2019 and 86% in the year ended December 31, 2018. We have experienced fluctuations in our renewal rates, particularly with respect to our cloud-based products. Sales of new or renewal subscription contracts may decline and fluctuate as a result of a number of factors, including customers’ level of satisfaction with our products, the prices of our products, the prices of products affected by our competitors and reductions in our customers’ spending levels, including as a result of COVID-19 pandemic induced economic weakness. If our sales of new or renewal subscription contracts decline, our total revenue and revenue growth rate may decline and our business will suffer.

Under ASC 606, the new revenue recognition standard, adopted by us on January 1, 2018, the support and maintenance element of on-premise subscription arrangements represents a series of performance obligations that are delivered over time and are recognized ratably over time. Our on-premise subscriptions are also comprised of a separate performance obligation related to the software license element of the subscription, which is a much smaller portion of the subscription arrangement. We allocate a portion of the transaction price of an on-premise subscription arrangement to the software license performance obligation and the remainder of the transaction price to the support and maintenance performance obligation (See Note 2(d), Revenue recognition, in the notes to our consolidated financial statements for the year ended December 31, 2019 in our Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission, or SEC, on March 17, 2020 for more details). Subscriptions for our cloud-based offerings represent the right of access to our software as a service for which revenue is recognized ratably over the term of the arrangement. Subscription agreements typically have a contractual term of one to three years and are generally billed annually in advance and non-cancelable.

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As a result, a significant portion of the subscription revenue we report each quarter continues to be recognition of deferred revenue from subscription contracts entered into during previous fiscal quarters. Consequently, a decline in new or renewed subscription contracts in any one fiscal quarter will not be fully or immediately reflected in revenue in that fiscal quarter but will negatively affect our revenue in future fiscal quarters. Accordingly, the effect of significant downturns in new or renewed sales of our subscriptions is not reflected in full in our results of operations until future periods. Also, it is difficult for us to increase our subscription revenue rapidly through additional sales in any period, as the vast majority of revenue from new and renewal subscription contracts must be recognized ratably over the applicable period.

If our existing customers terminate or do not renew their subscriptions, it could have an adverse effect on our business and results of operations.

We expect to derive a significant portion of our revenue from renewals of existing subscription agreements. For the six months ended June 30, 2020, the majority of our subscription revenues were derived from the renewals of existing subscription agreements or from the transition of our current on-premise customers to our cloud offering. As a result, achieving a high renewal rate of our subscription agreements, particularly with our large enterprise customers, is critical to our business. Our existing customers that purchase our subscription services have no contractual obligation to renew their contracts after the completion of their initial subscription term, which is typically one year, and some customers may have a right to terminate during the subscription term. As a result, we may not accurately predict future revenue from existing customers. Our customers’ renewal rates have in the past, and may in the future, decline or fluctuate, and termination rates may increase or fluctuate, as a result of a number of factors, including their satisfaction with our platform and our customer support, our products’ ability to integrate with new and changing technologies, the frequency and severity of subscription outages, the capabilities of competing products, the introduction of competing technologies, our product uptime or latency, the pricing of our or competing products, and changes in IT budgets and macroeconomic conditions, including the current downturn resulting from the COVID-19 pandemic. Moreover, if we experience difficulties assisting customers with the successful implementation of new projects, including as a result of COVID-19 social distancing measures, our renewal rates may be adversely affected. In addition, any prolonged shutdown of a significant portion of global economic activity or a downturn in the global economy, including as a result of the COVID-19 pandemic, would adversely affect the industries in which our customers operate, which could adversely affect our customers’ willingness or ability to renew their subscription agreements. Even if our customers renew their subscriptions, they may renew for lower subscription amounts or for shorter subscription terms or on other terms that are less economically beneficial to us. We have limited historical data with respect to rates of customer terminations or renewals, particularly for our cloud-based products, so we may not accurately predict future renewal trends. If our customers terminate or do not renew their subscriptions, or renew on less favorable terms, our revenue may grow more slowly than expected or decline and our dollar-based net expansion rate, a key metric we use to track the growth of our business, may grow more slowly than expected or decline.

Our future success depends in large part on the growth of the market for cloud data management and an increase in the desire to ingest, store and process data in the cloud, and the market for cloud data warehouses and applications may not grow as expected and, even if such growth occurs, our business may not grow at similar rates, or at all.

Our ability to increase the adoption of our cloud integration solutions, increase sales of related support subscriptions and professional services depends on the increased adoption of big data services and applications by enterprises. While we believe that cloud data management, including data warehouses and integration solutions, can offer a compelling value proposition to many enterprises, its broad adoption presents challenges to enterprises, including developing the internal expertise and infrastructure to manage these solutions effectively, coordinating multiple data sources, and implementing the necessary security and controls to become comfortable with storing and accessing critical data in the cloud. Accordingly, our expectations regarding the potential for future growth in the market for big data applications and services, and the third-party growth estimates for this market are subject to significant uncertainty. If the overall market for cloud data management does not grow as expected, our business prospects may be adversely affected. Even if the market for cloud data management and services increases, our business may not grow at a similar rate, or at all.

We derived a substantial portion of our subscription revenue in the year ended December 31, 2019 from our on-premise Talend Big Data Integration and Talend Cloud solutions and failure of these solutions to satisfy customer demands or to achieve increased market acceptance would harm our business, results of operations, financial condition and growth prospects.

We derived a substantial portion of our subscription revenue in the year ended December 31, 2019 and expect to continue to derive a significant portion of our subscription revenue from our on-premise Talend Big Data Integration and Talend Cloud solutions. Demand for on-premise Talend Big Data Integration and Talend Cloud is affected by a number of factors, many of which are beyond our control, including market acceptance of our solutions by referenceable accounts for existing and new use

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cases, the timing of development and release of new products by our competitors and additional capabilities and functionality by us, and technological change and growth or contraction in the market in which we compete, including the adoption of big data technologies. We expect the proliferation of data to lead to an increase in the IT integration needs of our customers, and on-premise Talend Big Data Integration and Talend Cloud may not be able to perform to meet those demands. If we are unable to continue to meet our subscription customer requirements, to achieve more widespread market acceptance of on-premise Talend Big Data Integration and Talend Cloud, or to increase demand for these solutions, our business, results of operations, financial condition and prospects will be harmed.

Our estimates of market opportunities and expectations about market growth may prove to be inaccurate, and even if the markets in which we compete achieve the expected growth, our business could fail to grow at similar rates, if at all.

Our estimates and expectations about market opportunities and market growth are subject to significant uncertainty, including the effect the current economic environment will have on market opportunities and growth, and are based on assumptions and estimates that may not prove to be accurate. Even if the markets in which we compete meet the size estimates and growth expectations, our business could fail to grow for a variety of reasons, which would adversely affect our results of operations.

Incorrect implementation or use of our software could result in customer dissatisfaction and negatively affect our business, operations, financial results and growth prospects.

Our platform is designed to be operated in a self-service manner by our customers who subscribe to our cloud-based solution and our platform may also be deployed on-premise in large scale, complex IT environments of our customers. Our customers and channel partners require training and experience in the proper use of and the variety of benefits that can be derived from our platform to maximize its benefit for their business. If our platform is not implemented or used correctly or as intended, inadequate performance or security vulnerabilities may result. The incorrect implementation or use of our software or our failure to train customers on how to use our software productively may result in customer dissatisfaction, negative publicity and may adversely affect our reputation and brand. Failure by us to provide these training and implementation services to our customers would result in lost opportunities for follow-on sales to these customers and adoption of our platform by new customers and adversely affect our business and growth prospects. Further, we have in the past, and may in the future, experience reduced demand for our professional services. If we are not able to sell professional services to our customers, their ability to successfully implement our software may be harmed, which could result in customer dissatisfaction with our products, negatively impact renewal or expansion rates, harm our brand, and adversely affect our results of operations.

In cases where our platform has been deployed on-premise within a customer’s IT environment, if we or our customers are unable to configure or implement our software properly, or are unable to do so in a timely manner, customer perceptions of our platform may be impaired, our reputation and brand may suffer, and customers may choose not to increase their use of our platform or to discontinue its use. In addition, our on-premise solution imposes server load and data storage requirements for implementation. If our customers do not have the server load capacity or the storage capacity required, they may not be able to implement and use our platform effectively and, therefore, may choose to discontinue their use of our platform or not increase their use.

Our ability to increase sales of our solution is highly dependent on the quality of our customer support, and our failure to offer high quality support would have an adverse effect on our business, reputation and results of operations.

After our products are deployed within our customers’ IT environments, our customers depend on our technical support services, as well as the support of our channel partners, including value added resellers, to resolve issues relating to our products. Our channel partners often provide similar technical support for third parties’ products and may therefore have fewer resources to dedicate to the support of our products. If we or our channel partners do not succeed in helping our customers quickly resolve post-deployment issues or provide effective ongoing support, our ability to sell additional subscriptions to existing customers would be adversely affected and our reputation with potential customers could be damaged. The COVID-19 pandemic and restrictions on travel and work-from-home orders could hinder our ability and the ability of our channel partners and systems integrators to provide adequate and timely support to our customers, which could adversely affect our relationship with customers and adversely affect our renewal rates. Many larger enterprise and government entity customers have more complex IT environments and require higher levels of support than smaller customers. If we or our channel partners fail to meet the requirements of these enterprise customers, it may be more difficult to grow sales with enterprise customers.

Additionally, if our channel partners do not effectively provide support to the satisfaction of our customers, we may be required to provide direct support to such customers, which would require us to hire additional personnel and to invest in

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additional resources. It can take several months to recruit, hire and train qualified technical support employees. We may not be able to hire such resources fast enough to keep up with unexpected demand, particularly if the sales of our products exceed our internal forecasts. To the extent that we or our channel partners are unsuccessful in hiring, training and retaining adequate support resources, our and our channel partners’ ability to provide adequate and timely support to our customers, and our customers’ satisfaction with our products and services, will be adversely affected. Additionally, to the extent that we may need to rely on our sales engineers to provide post-sales support while we are ramping our support resources, our sales productivity will be negatively affected, which would harm our revenue. Our or our channel partners’ failure to provide and maintain high-quality support services would have an adverse effect on our business, financial condition and results of operations.

If we do not effectively expand and train our sales force, we may be unable to add new customers or increase sales to our existing customers and our business will be adversely affected.

We continue to be substantially dependent on our sales force to obtain new customers and to drive additional usage and sales among our existing customers. We believe that there is significant competition for sales personnel, including enterprise sales representatives and sales engineers, with the skills and technical knowledge that we require. In particular, there is significant demand for sales engineers with data integration and cloud-based software expertise. Our ability to achieve significant revenue growth will depend, in large part, on our success in recruiting, training and retaining sufficient numbers of sales personnel to support our growth. For example, attrition and changing sales team leadership have resulted and may continue to result in slower than expected growth in affected geographies. New hires require significant training and may take significant time before they achieve full productivity before we can continue to scale our sales efforts. Our recent hires and planned hires may not become productive as quickly as we expect, and we may be unable to hire or retain sufficient numbers of qualified individuals in the markets where we do business or plan to do business. In addition, as we continue to grow rapidly, a large percentage of our sales force will have relatively little experience working with us, our subscription offerings and our business model. If we are unable to hire and train sufficient numbers of effective sales personnel, or our sales personnel are not successful in obtaining new customers or increasing sales to our existing customer base, our business will be harmed.

We face intense competition in our market and we may lack sufficient financial or other resources to maintain or improve our competitive position.

The market for our products is highly competitive, quickly evolving and subject to rapid changes in technology, which may expand the alternatives to our customers for their data integration and integrity requirements. Our current primary competitors generally fall into six categories:

•Diversified technology companies that offer data integration solutions, including: IBM, Microsoft, Oracle and SAP;

•Pure-play data integration vendors, including: Ab Initio, Informatica and Tibco;

•Cloud providers such as Amazon, Google and Microsoft, which offer their own integration tools and services;

•Vendors from other related markets (for example, SnapLogic, a traditional integration platform as a service vendor, and MuleSoft and Boomi, API providers) entering into the data integration and integrity market;

•Early-stage, cloud native, niche data integration technologies, including Fivetran and Matillion; and

•Hand-coded, custom data integration solutions built internally by organizations that we target as potential customers.

Many of our existing competitors have, and some of our potential competitors could have, substantial competitive advantages such as:

•Greater name recognition and longer operating histories;

•Larger sales and marketing budgets and resources;

•Broader distribution and established relationships with distribution partners and customers;

•Greater customer support resources;

•Greater resources to make acquisitions;

•Lower labor and development costs;

•Larger and more mature intellectual property portfolios; and

•Substantially greater financial, technical and other resources.

Certain of our current strategic partners, such as Cloudera, Amazon Web Services (AWS), Google and Microsoft have developed or may develop and offer their own data integration solutions. Such competitors may be more likely to promote and sell their own solutions over our products and they may ultimately be able to transition customers onto their competing solutions, which could materially and adversely affect our revenues and growth. Further, such competitors may cease their relationships with us. For example, we use the cloud hosting services provided by AWS and Microsoft Azure for our cloud offerings. While

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our customer contracts do not obligate us to use a particular cloud hosting service platform, if either AWS or Microsoft denied us access to their cloud hosting services, we could lose customers who are sensitive to the cloud hosting service platform we utilize for their account.

In addition, some of our larger competitors have substantially broader and more diverse product offerings and leverage their relationships based on other products or incorporate functionality into existing products to gain business in a manner that discourages users from purchasing our products, including through selling at zero or negative margins, product bundling, or closed technology platforms. Potential customers may also prefer to purchase from their existing suppliers rather than a new supplier regardless of product performance or features. These larger competitors often have broader market focus and may therefore not be as susceptible to downturns in a particular market. Many of our smaller competitors that specialize in niche data integration technologies may introduce new products which are disruptive to our solution. Conditions in our market could change rapidly and significantly as a result of technological advancements, partnering by our competitors, or continuing market consolidation. New start-up companies that innovate and large competitors that are making significant investments in research and development may invent similar or superior products and technologies that compete with our products and technology. Our current and potential competitors may also establish cooperative relationships among themselves or with third parties that may further enhance their resources. While we endeavor to engage customers on our standard form agreements, in order to successfully engage larger customers in a highly competitive environment we may be required to negotiate our standard terms or transact on our customers’ forms, which may result in accepting more onerous terms and obligations, and greater liability exposure, than we do in our standard forms.

Some of our competitors have made or could make acquisitions of businesses that may allow them to offer more directly competitive and comprehensive solutions than they had previously offered. As a result of such acquisitions, our current or potential competitors might be able to adapt more quickly to new technologies and customer needs, devote greater resources to the promotion or sale of their products and services, initiate or withstand substantial price competition, take advantage of acquisitions or other opportunities more readily, or develop and expand their product offerings more quickly than we do. Due to various reasons, organizations may be more willing to add solutions incrementally to their existing data management infrastructure from competitors than to replace it with our solution. These competitive pressures in our market or our failure to compete effectively may result in price reductions, fewer orders, reduced revenue and gross margins and loss of market share. Any failure to meet and address these factors could seriously harm our business and results of operations.

If we do not accurately predict, prepare for, and respond promptly to the rapidly evolving technological and market developments and changing customer needs in our market, our competitive position and prospects will be harmed.

The market for our products is characterized by continuing rapid technological development, the emergence of new technologies, evolving industry standards, changing customer needs and frequent new product introductions and enhancements. The introduction of products by our direct competitors or others incorporating new technologies, the emergence of new industry standards, or changes in customer requirements could render our existing products obsolete, unmarketable, or less competitive. In addition, industry-wide adoption or increased use of hand-coding, open source standards or other uniform open standards across heterogeneous applications could minimize the importance of the integration functionality of our products and materially adversely affect the competitiveness and market acceptance of our products. Furthermore, the standards on which we choose to develop new products or enhancements may not allow us to compete effectively for business opportunities.

Our success depends upon our ability to enhance existing products, respond to changing customer requirements and develop and introduce, in a timely manner, new products that keep pace with technological and competitive developments and emerging industry standards. For example, many of our customers have transitioned to cloud computing environments, which has accelerated the development of our cloud offerings. We have in the past experienced delays in releasing new products and product enhancements and may experience similar delays in the future. We may also pursue marketing strategies that focus on certain products or features over other offerings, and decisions to deploy our limited resources towards particular goals that do not meet a positive market response will harm our operating results. As a result, in the past, some of our customers deferred purchasing our products until the next upgrade was released. Additionally, the success of new product introductions depends on a number of factors including, but not limited to, timely and successful product development, market acceptance, our ability to manage the risks associated with new product releases, our ability to successfully plan and execute on a sales strategy for our new products, the availability of software components for new products, the effective management of development and other spending in connection with anticipated demand for new products, the availability of newly developed products and the risk that new products may have bugs, errors or other defects or deficiencies in the early stages of introduction. Future delays or problems in the installation or implementation of our new releases may cause customers to forgo purchases of our products and purchase those of our competitors instead. Additionally, even if we are able to develop new products and product enhancements, we they may not achieve market acceptance.

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One of our marketing strategies is to offer trial versions of our products, and we may not be able to realize the benefits of this strategy.

We are dependent upon lead generation strategies, including our marketing strategy of offering trial versions of our products, to generate sales opportunities. These strategies may not be successful in continuing to generate sufficient sales opportunities necessary to increase our revenue. Many users never convert from the trial versions to the paid versions of our products. To the extent that users do not become, or we are unable to successfully attract, paying customers, we will not realize the intended benefits of these marketing strategies and our ability to grow our revenue will be adversely affected.

Because of the characteristics of open source software, there are few technological barriers to entry into the open source market by new competitors and it may be relatively easy for competitors, some of whom may have greater resources than we have, to enter our markets and compete with us.

One of the characteristics of open source software is that anyone may obtain access to the source code for our open source products and then modify and redistribute the existing open source software and use it to compete in the marketplace. Such competition can develop without the degree of overhead and lead time required by traditional proprietary software companies. It is possible for competitors to develop their own software, including software based on Talend Open Studio, potentially reducing the demand for our solution and putting price pressure on our subscription offerings. We may not be able to compete successfully against current and future competitors and competitive pressure or the availability of new open source software may result in price reductions, reduced operating margins and loss of market share, any one of which could harm our business, financial condition, results of operations and cash flows.

We may be unable to predict the future course of open source technology development, which could reduce the market appeal of our offerings, damage our reputation and adversely affect our business, financial condition, results of operations and cash flows.

We do not exercise control over many aspects of the development of open source technology. Different groups of open source software programmers compete with one another to develop new technology. Typically, the technology developed by one group will become more widely used than that developed by others. If we acquire or adopt new technology and incorporate it into our offerings but competing technology becomes more widely used or accepted, the market appeal of our offerings may be reduced, which could harm our reputation, diminish our brands and adversely affect our business, financial condition, results of operations and cash flows.

A significant defect, security vulnerability, error or performance failure in our software could cause us to lose revenue and expose us to liability.

The software and professional services we offer are inherently complex and, despite extensive testing and quality control, have in the past and may in the future contain defects or errors or not perform as contemplated, especially when first introduced. These defects, security vulnerabilities, errors or performance failures could cause damage to our reputation, loss of customers or revenue, product returns, order cancellations, service terminations, or lack of market acceptance of our software, all of which could negatively impact our business and operating results and materially damage our reputation and brand. As the use of our solution, including products that were recently acquired or developed, expands to more sensitive, secure, or mission critical uses by our customers, we may be subject to increased scrutiny, potential reputational risk, or potential liability should our software fail to perform as advertised or contemplated in such deployments. We have in the past and may in the future need to issue corrective releases of our software to fix these defects, errors or performance failures, which could require us to allocate significant research and development and customer support resources and capital to address these problems.

Our standard form agreements with our customers typically contain provisions intended to limit both the types of claims for which we would be liable and the maximum amount of our liability. However, some of our customers require us to accept contract terms that do not include the same limitations. Additionally, any limitation of liability provisions that may be contained in our license agreements may not be effective as a result of existing or future national, federal, state, or local laws or ordinances or unfavorable judicial decisions. Although we have not experienced any liability claims to date with respect to defects, security vulnerabilities, errors, or performance failures, the sale and support of our products entail the risk of such claims, which could be substantial in light of the use of our products in enterprise-wide environments. In addition, our insurance against this liability, subject to applicable deductibles, may not be adequate to cover a potential claim, and if we experienced a significant incident that impacted many customers, we could be subject to indemnity claims or other damages that exceed our insurance coverage. If such a breach or incident occurred, our insurance coverage might not be adequate for data handling or data security liabilities actually incurred, such insurance may not continue to be available to us in the future on economically reasonable terms, or at all, and

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insurers may deny us coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, including our financial condition, operating results, and reputation.

A breach of our security measures or unauthorized access to private or proprietary data, or a perception that any security breach or other incident has occurred, may result in our software being perceived as not secure, lower customer use or stoppage of use of our products, and significant liabilities.

Our products involve the processing of large amounts of our customers’ sensitive and proprietary information, as well as personal data and personal information. Additionally, we collect and store certain sensitive and proprietary information, and personal data and personal information, in the operation of our business, including trade secrets, intellectual property, employee data, and other confidential data. While we have taken measures to protect our own proprietary and confidential information, as well as the personal information, personal data, and confidential information that we otherwise obtain, including confidential information we may obtain through customer usage of our cloud-based services, we have experienced and may in the future experience, security breaches, including breaches resulting from a cybersecurity attack, phishing attack, or other means, including unauthorized access, unauthorized usage, viruses or similar breaches or disruptions. These attacks may come from individual hackers, criminal groups, and state-sponsored organizations. These sources can also implement social engineering techniques to induce our employees, contractors, or customers to disclose passwords or other sensitive information or take other actions to gain access to our data or our customers’ data. Further, security breaches and other security incidents may result from employee or contractor error or negligence or those of vendors, service providers, and strategic partners on which we rely. We may be more susceptible to security breaches and other security incidents while social distancing measures restricting the ability of our employees to work at our offices are in place to combat the COVID-19 pandemic because we have less capability to implement, monitor and enforce our information security and data protection policies.

Any compromise of our security or any unauthorized access to or breaches of the security of our or our service providers’ systems or data processing tools or processes, or of our product offerings, as a result of third-party action, employee error, defects or bugs, malfeasance, or otherwise, which results in someone obtaining unauthorized access to our proprietary or confidential information, personal information or other private or proprietary data, or any such information or data of our customers, could result in the loss or corruption of any such information or data, or unauthorized access to or acquisition of, such information or data. We have experienced unauthorized access to information from certain of our repositories, hosted by a third-party provider, and from a separate cloud services platform. Past and future security breaches could result in reputational damage, litigation, regulatory investigations and orders, loss of business, indemnity obligations, damages for contract breach, penalties for violation of applicable laws, regulations, or contractual obligations, and significant costs, fees and other monetary payments for remediation, including in connection with costly and burdensome breach notification requirements.

Further, any belief by customers or others that a security breach or other incident has affected us or any of our vendors or service providers, even if a security breach or other incident has not affected us or any of our vendors or service provides or has not actually occurred, could have any or all of the foregoing impacts on us, including damage to our reputation. Even the perception of inadequate security may damage our reputation and negatively impact our ability to win new customers and retain existing customers.

We incur significant costs in an effort to detect and prevent security breaches and other security-related incidents, and we expect our costs will increase as we make improvements to our systems and processes to prevent future breaches and incidents. In the event of a future breach or incident, we could be required to expend additional significant capital and other resources in an effort to prevent further breaches or incidents. Moreover, we could be required to expend significant capital and other resources to address the incident and any future data security incident or breach.

We engage third-party vendors and service providers to store and otherwise process some of our and our customers’ data, including sensitive and personal information. Our vendors and service providers may also be the targets of cyberattacks, malicious software, phishing schemes, fraud, and other risks to the confidentiality, security, and integrity of their systems and the data they process for us. Our ability to monitor our vendors and service providers’ data security is limited, and, in any event, third parties may be able to circumvent those security measures, resulting in the unauthorized access to, misuse, disclosure, loss or destruction of our and our customers’ data, including sensitive and personal information.

Techniques used to sabotage or obtain unauthorized access to systems or networks are constantly evolving and, in some instances, are not identified until launched against a target. We and our service providers may be unable to anticipate these

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techniques, react, remediate or otherwise address any security breach or other security incident in a timely manner, or implement adequate preventative measures.

Further, any limitations of liability provisions in our customer and user agreements, contracts with third-party vendors and service providers or other contracts may not be enforceable or adequate or otherwise protect us from any liabilities or damages with respect to any particular claim relating to a security breach or other security-related matter. While our insurance policies include liability coverage for certain of these matters, subject to applicable deductibles, if we experienced a widespread security breach or other incident that impacted a significant number of our customers, we could be subject to indemnity claims or other damages that exceed our insurance coverage. If such a breach or incident occurred, our insurance coverage might not be adequate for data handling or data security liabilities actually incurred, such insurance may not continue to be available to us in the future on economically reasonable terms, or at all, and insurers may deny us coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, including our financial condition, operating results, and reputation.

Our failure to raise additional capital or generate the significant capital necessary to expand our operations and invest in new products could reduce our ability to compete and could harm our business.

In September 2019, we received net proceeds of $149.1 million (after deducting the initial purchasers’ discount) from the issuance of the 2024 Notes. To that end, we expect that our existing cash and cash equivalents will be sufficient to meet our anticipated cash needs for the foreseeable future. We anticipate negative cash flows during fiscal 2020 as we intend to make investments in our business in order to support our growth. We have a history of negative cash flow from operating activities and as a result may need to raise additional funds in the future or we may elect to raise additional capital to fund investments in our business or strategic investments. If we seek to raise capital for any reason, we may not be able to obtain additional debt or equity financing on favorable terms, if at all. In addition, we expect that our status as a French entity and our ADS structure may negatively impact the trading volume of our ADSs, which may harm our ability to access capital from the public markets. If we raise additional capital by issuing equity or securities convertible into equity, our shareholders may experience significant dilution of their ownership interests and the per share value of our ordinary shares and ADSs could decline. Furthermore, if we engage in debt financing, the holders of debt would have priority over the holders of ADSs and underlying ordinary shares, and we may be required to accept terms that restrict our ability to incur additional indebtedness. We may also be required to take other actions that would otherwise be in the interests of the debt holders and force us to maintain specified liquidity or other ratios, any of which could harm our business, results of operations and financial condition. If we need or seek additional capital and cannot raise it on acceptable terms, we may not be able to, among other things:

•Develop or enhance our products and professional services;

•Continue to expand our sales and marketing and research and development organizations;

•Acquire complementary technologies, products or businesses;

•Expand operations in the United States or internationally;

•Hire, train and retain employees; or

•Respond to competitive pressures or unanticipated working capital requirements.

Our failure to have sufficient capital to do any of these things could seriously harm our business, financial condition and results of operations.

We may acquire other businesses which could require significant management attention, disrupt our business, dilute shareholder value and adversely affect our results of operations.

As part of our business strategy, we may acquire or make investments in complementary companies, products, or technologies. For example, in November 2018 we acquired Stitch Inc. Our ability as an organization to acquire and integrate other companies, products, or technologies in a successful manner is unproven given our limited track record, including our continued integration of Stitch. Our ability to successfully acquire companies, products and technologies depends, in part, on our ability to attract and retain highly skilled personnel. If we are unable to attract and retain qualified personnel, we may be unable to take advantage of opportunities to make beneficial acquisitions or investments. The identification of suitable acquisition candidates is difficult, and we may not be able to complete such acquisitions on favorable terms, if at all. If we do complete future acquisitions, we may not ultimately strengthen our competitive position or achieve our goals and business strategy, we may be subject to claims or liabilities assumed from an acquired company, product, or technology, and any acquisitions we complete could be viewed negatively by our customers, investors and securities analysts. In addition, if we are unsuccessful at integrating Stitch and any future acquisitions, or the technologies associated with such acquisitions, into our company, the revenue and results of

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operations of the combined company could be adversely affected. Any integration process may require significant time and resources, which may disrupt our ongoing business and divert management’s attention, and we may not be able to manage the integration process successfully. Our continued integration of Stitch may be and integrating future acquisitions would be particularly challenging for us during the COVID-19 pandemic, due to temporary office closures, restrictions on travel, and remote working, and may not be successful.

We may not successfully evaluate or utilize the acquired technology or personnel, realize anticipated synergies from the acquisition, or accurately forecast the financial impact of an acquisition transaction and integration of such acquisition, including accounting charges. We may have to pay cash, incur debt, or issue equity to pay for any future acquisitions, each of which could adversely affect our financial condition or the market price of our ADSs. The issuance of equity to finance any future acquisitions could result in dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could also include covenants or other restrictions that would impede our ability to manage our operations. The occurrence of any of these risks could harm our business, results of operations and financial condition.

Our relatively limited operating history makes it difficult to evaluate our current business and prospects and may increase the risks associated with your investment.

We were founded in 2005, launched our first product in 2006 and began offering our platform on a subscription basis in 2007. Our relatively limited operating history makes it difficult to evaluate our current business and our future prospects, including our ability to plan for and model future growth. We have encountered and will continue to encounter risks and difficulties frequently experienced by rapidly growing companies in constantly evolving industries, including changing customer preferences, competing offerings and pricing, evolving sales strategies and other risks described in this Quarterly Report. If we do not address these risks successfully, our business and results of operations will be adversely affected, and the market price of our ADSs could decline. Further, we have limited historical financial data and we operate in a rapidly evolving market. As such, any predictions about our future revenue and expenses may not be as accurate as they would be if we had a longer operating history or operated in a more predictable market.

Delivering certain of our products via the cloud increases our expenses and may pose other challenges to our business.

We offer and sell our products via both the cloud and on premise using the customer’s own infrastructure. Historically, our products were developed in the context of the on-premise offering, and we have less operating experience offering and selling our products via our cloud offering. Although a majority of our revenue has historically been generated from customers using our on-premise products, a majority of our new subscription business comes from the cloud and we believe that over time more customers will continue to move to the cloud offering. As more of our customers transition to the cloud, we may be subject to additional contractual obligations with respect to privacy, security and data protection, as well as competitive pressures and higher operating costs, any of which may harm our business. If our cloud offering does not develop as quickly as we expect, or if we are unable to continue to scale our systems to meet the requirements of a large cloud offering, our business may be harmed. We are directing a significant portion of our financial and operating resources to implement a robust cloud offering for our products and to transition our existing customers to our cloud offerings, but even if we continue to make these investments, we may be unsuccessful in growing or implementing our cloud offering competitively, and our business, results of operations and financial condition could be harmed.

The sales prices of our products may decrease, which may reduce our gross profits and adversely affect our financial results.

The sales prices for our subscription offerings and professional services may decline for a variety of reasons, including competitive pricing pressures, discounts, a change in our mix of subscription offerings and professional services and their respective margins, introduction of new pricing models such as on-demand pricing or new sales models, anticipation of the introduction of new subscription offerings or professional services, or promotional programs. Competition continues to increase in the market segments in which we participate, and we expect competition to further increase in the future, thereby leading to increased pricing pressures. Additionally, currency fluctuations in certain countries and regions may negatively impact actual prices that channel partners and customers are willing to pay in those countries and regions. We may not be successful in developing and introducing new subscription offerings with enhanced functionality on a timely basis. Any such new subscription offerings, if introduced, may not enable us to maintain our prices and gross profits at levels that will allow us to achieve and maintain profitability.

The competitive position of our product offerings depends in part on their ability to operate with third-party products and services and our customers’ existing infrastructure.

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The competitive position of our product offering depends in part on their ability to operate with products and services of third parties, including companies that offer big data solutions, cloud-based solutions, software services and infrastructure, and our products must be continuously modified and enhanced to adapt to changes in hardware, software, networking, browser and database technologies. In the future, one or more technology companies, whether our partners or otherwise, may choose not to support the operation of their software, software services and infrastructure with our product offerings. In addition, to the extent that a third-party were to develop software or services that compete with ours, that provider may choose not to support our product offering. We intend to facilitate the compatibility of our solution with various third-party software, big data solutions, cloud-based solutions, software services and infrastructure offerings by maintaining and expanding our business and technical relationships. If we are not successful in achieving this goal, our business, financial condition and results of operations may suffer.

Additionally, our products must interoperate with our customers’ existing infrastructure, which often have different specifications, deploy products from multiple vendors, and contain multiple generations of products that have been added over time. As a result, when problems occur, it may be difficult to identify the sources of these problems. If we find errors in the existing software that create integration errors or problems in our customers’ IT environments, as we have in the past, we may have to issue software updates as part of our normal maintenance process. Any delays in identifying the sources of problems or in providing necessary modifications to our software could have a negative impact on our reputation and our customers’ satisfaction with our products and services, and our ability to sell products and services could be adversely affected. In addition, governments and other customers may require our products to comply with certain security or other certifications and standards.

Employment laws in some of the countries in which we operate are stringent, which could restrict our ability to react to market changes and cause us to incur higher expenses.

As of June 30, 2020, we had 1,322 full-time employees, of whom approximately 37% were located in the United States, 28% were located in France, 7% were located in Germany, 7% were located in China and 7% were located in the United Kingdom. In some of the countries in which we operate, employment laws may grant significant job protection to certain employees, including rights on termination of employment and setting maximum number of hours and days per week a particular employee is permitted to work. In addition, in certain countries in which we operate, we are often required to consult and seek the advice of employee representatives and unions. These laws, coupled with the requirement to consult with any relevant employee representatives and unions, could affect our ability to react to market changes and the needs of our business and cause us to incur higher expenses.

Any unauthorized, and potentially improper, actions of our sales or other personnel could adversely affect our business, results of operations and financial condition.

The recognition of our revenue depends on, among other things, the terms negotiated in our contracts with our customers. Our sales or other personnel may act outside of their authority and negotiate additional terms or terms inconsistent with obligations we have under other contractual arrangements without our knowledge or consent. We have implemented policies to help prevent and discourage such conduct, but in the past some personnel have not followed our internal policies and in the future not all personnel may follow our policies and procedures. For instance, in the event that our sales personnel negotiate terms that do not appear in the contract and of which we are unaware, whether such additional terms are written or verbal, we could be prevented from recognizing revenue in accordance with our plans. Furthermore, depending on when we learn of unauthorized actions and the size of the transactions involved, we may have to restate revenue for a previously reported period, which would seriously harm our business, results of operations and financial condition.

We rely on channel partners to execute a portion of our sales. If our channel partners fail to perform, our ability to sell our solution will be limited, and, if we fail to optimize our channel partner model going forward, our results of operations will be harmed.

A portion of our revenue is generated by sales through our channel partners, especially in international markets. As we grow our business into new and existing international markets, we expect that our reliance on channel partners to generate sales will also grow. We provide our channel partners with specific training and programs to assist them in selling our products, but there can be no assurance that these steps will be effective. In addition, our channel partners may be unsuccessful in marketing, selling and supporting our products. The COVID-19 pandemic and related mitigation measures may adversely affect the ability of our channel partners to sell our products, which could adversely affect our results of operations. Moreover, if we are unable to develop and maintain effective sales incentive programs for our channel partners, we may not be able to incentivize these partners to sell our products to customers and, in particular, to large enterprises. These partners may also market, sell, and support products and services that are competitive with ours and may devote more resources to the marketing, sales and support of such competitive products. These partners may have incentives to promote our competitors’ products to the detriment of our own or

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may cease selling our products altogether. Our agreements with our channel partners may generally be terminated for any reason by either party with advance notice prior to each annual renewal date. We may not retain these channel partners and may not be able to secure additional or replacement channel partners. The loss of one or more of our significant channel partners or a decline in the number or size of orders from any of them could harm our results of operations. In addition, any new channel partner requires extensive training and may take several months or more to achieve productivity. Our channel partner sales structure could subject us to lawsuits, potential liability and reputational harm if, for example, any of our channel partners misrepresents the functionality of our products or services to customers or violates laws or our corporate policies. If we fail to effectively manage our existing sales channels, if our channel partners are unsuccessful in fulfilling the orders for our products, or if we are unable to enter into arrangements with, and retain a sufficient number of, high-quality channel partners in each of the regions in which we sell products and services and keep them motivated to sell our products, our ability to sell our products and results of operations will be harmed.

If we are unable to maintain successful relationships with our strategic partners, our business operations, financial results and growth prospects could be adversely affected.

In addition to our direct sales force and channel partners, we maintain strategic relationships with a variety of strategic partners, including systems integrators and big data, cloud application and analytical software vendors, to jointly market and sell our subscription offerings. We expect that sales through our strategic partners will continue to grow as a proportion of our revenue for the foreseeable future.

Our agreements with our strategic partners are generally non-exclusive, meaning our strategic partners may offer customers the products and services of several different companies, including products and services that compete with ours, or may themselves be or become competitors. If our strategic partners do not effectively market and sell our subscription offerings, choose to use greater efforts to market and sell their own products and services or those of our competitors, or fail to meet the needs of our customers, our ability to grow our business and sell our subscription offerings may be harmed. Our strategic partners may be adversely affected by temporary office closures and travel restrictions related to the COVID-19 pandemic and be unable to or less effective at selling our subscription offerings. Further, our strategic partners may cease marketing our subscription offerings with limited or no notice and with little or no penalty. The loss of a substantial number of our strategic partners, our possible inability to replace them, or the failure to recruit additional strategic partners could harm our results of operations.

Our ability to achieve revenue growth in the future will depend in part on our success in maintaining successful relationships with our strategic partners, and in helping our partners enhance their ability to market and sell our subscription offerings. If we are unable to maintain our relationships with these strategic partners, our business, results of operations, financial condition or cash flows could be harmed.

If we are not successful in sustaining and expanding our international business, we may incur additional losses and our revenue growth could be harmed.

Our future results depend, in part, on our ability to sustain and expand our penetration of the international markets in which we currently operate and to expand into additional international markets. We depend on direct sales and our channel partner relationships to sell our subscription offerings and professional services in international markets. Our ability to expand internationally will depend upon our ability to deliver functionality and foreign language translations that reflect the needs of the international clients that we target. Our ability to expand internationally involves various risks, including the need to invest significant resources in such expansion, and the possibility that returns on such investments will not be achieved in the near future or at all in these less familiar competitive environments. We may also choose to conduct our international business through strategic alliances. If we are unable to identify strategic alliance partners or negotiate favorable alliance terms, our international growth may be harmed. In addition, we have incurred and may continue to incur significant expenses in advance of generating material revenue as we attempt to establish our presence in particular international markets.

Sustaining and expanding our international business will also require significant attention from our management and will require us to add additional management and other resources in these new markets. Our ability to expand our business, attract talented employees, maintain consistent sales and marketing practices and standards across regions, and enter into channel partnerships in an increasing number of international markets requires considerable management attention and resources and is subject to the particular challenges of supporting a rapidly growing business in an environment of multiple languages, cultures, customs, legal systems, alternative dispute systems, regulatory systems, commercial infrastructures and technology infrastructure. If we are unable to grow our international operations in a timely and effective manner, we may incur additional losses and our revenue growth could be harmed.

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If we are not able to maintain and enhance our brands, our business and results of operations may be adversely affected.

We believe that the brand identities that we have developed have contributed significantly to the success of our business. We also believe that maintaining and enhancing our brands is important to expanding our customer base and attracting talented employees. In order to maintain and enhance our brands, we may be required to make further investments that may not be successful. Maintaining our brands will depend in part on our ability to remain a leader in data integration and integrity technology and our ability to continue to provide high-quality offerings. If we fail to promote and maintain our brands, or if we incur excessive costs in doing so, our business, financial condition, results of operations and cash flows may be harmed.

Reliance on sales at the end of the quarter could cause our revenue for the applicable period to fall below expected levels.

As a result of customer buying patterns, we have historically received a substantial portion of subscriptions during the last month or later of each fiscal quarter. If expected sales at the end of any fiscal quarter is delayed for any reason, including the failure of anticipated purchases to materialize, particularly larger deals that may be dictated by a customer’s internal evaluation process outside of our control, our inability to release new products on schedule, any failure of our systems related to order review and processing, or any delays in order fulfillment based on trade compliance requirements, our cash flows and results of operations for that quarter, and our revenue for subsequent periods could fall below our expectations and the estimates of analysts, which could adversely impact our business and results of operations and cause a decline in the market price of our ADSs.

The seasonality of our business can create variance in our quarterly purchases, subscription revenue and cash flows from operations.

We operate on a December 31 fiscal year end and believe that there are seasonal factors which may cause us to experience lower levels of sales in our first fiscal quarter ending March 31 as compared with other quarters. We believe that this seasonality results from a number of factors, including:

•Companies using their IT budget at the end of the calendar year resulting in higher sales activity in the quarter ending December 31;

•Sales personnel being compensated on annual plans and finalizing sales transactions in the quarter ending December 31, thereby exhausting most of their sales pipeline for the quarter ending December 31; and

•Recruiting sales personnel primarily in the first and second quarters, which leads to greater sales productivity in the second half of the fiscal year.

Additionally, to the extent we experience lower new customer purchases in earlier quarters, the resulting reduced subscription revenue may not be reflected in our operating results until subsequent quarters. We believe that these seasonal trends have been masked in recent periods due to our growth, but we anticipate that they may be more pronounced in future periods.

Our future quarterly results may fluctuate significantly, which could adversely affect the trading price of our ADSs.

Our results of operations, including the levels of our revenue, cost of revenue, gross margin, operating expenses, cash flow and deferred revenue, have fluctuated from quarter-to-quarter in the past and may continue to vary significantly in the future so that period-to-period comparisons of our results of operations may not be meaningful. Accordingly, our financial results in any one quarter should not be relied upon as indicative of future performance. Our quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of our control, may be difficult to predict, and may or may not fully reflect the underlying performance of our business. If our revenue does not meet our expectations, we are unlikely to be able to adjust our spending to levels commensurate with our revenue. As a result, the effect of revenue shortfalls on our results of operations may be more accentuated, and these and other fluctuations in quarterly results may negatively affect the market price of our ADSs.

Factors that may cause fluctuations in our quarterly financial results include, but are not limited to, those listed below:

•Our ability to attract and retain new customers;

•The addition or loss of enterprise customers;

•Our ability to successfully expand our business domestically and internationally;

•Our ability to gain new channel partners and retain existing channel partners;

•Our ability to successfully integrate new leadership team members within our organization;

•Fluctuations in the growth rate of the overall market that our solution addresses;

•Fluctuations in the mix of our revenue;

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•The amount of subscription revenue that we recognize ratably as the proportion of our business represented by cloud increases;

•The amount and timing of operating expenses related to the maintenance and expansion of our business and operations, including continued investments in sales and marketing, research and development and general and administrative resources;

•Network outages or performance degradation of our cloud service;

•Actual or perceived security breaches and incidents;

•General economic, industry and market conditions;

•Travel restrictions, shelter-in-place orders and other social distancing measures implemented to combat the COVID-19 pandemic, and their effects on economic, industry and market conditions, IT spending budgets and our ability to conduct business;

•Customer renewal rates;

•Increases or decreases in the number of elements of our subscription offerings or pricing changes upon any renewals of customer agreements;

•Changes in our pricing policies or those of our competitors;

•The budgeting cycles and purchasing practices of customers;

•Decisions by potential customers to purchase alternative solutions from larger, more established vendors, including from their primary software vendors;

•Decisions by potential customers to develop in-house solutions as alternatives to our platform;

•Insolvency or credit difficulties confronting our customers, which could adversely affect their ability to purchase or pay for our software and services;

•Delays in our ability to implement our customers’ orders;

•Seasonal variations in sales of our solution;

•The cost and potential outcomes of future litigation or other disputes;

•Future accounting pronouncements or changes in our accounting policies;

•Our overall effective tax rate, including impacts caused by any reorganization in our corporate tax structure and any new legislation or regulatory developments;

•Fluctuations in share-based compensation expense;

•Fluctuations in foreign currency exchange rates;

•The timing and success of new products, features and service introductions by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, customers or strategic partners;

•The timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill from acquired companies; and

•Other risk factors described in this Quarterly Report.

Our current research and development efforts may not produce successful products or features that result in significant revenue, cost savings or other benefits in the near future, if at all.

Developing our products and related enhancements is expensive. Our investments in research and development may not result in significant design improvements, marketable products or features, or may result in products that are more expensive than anticipated. Additionally, we may not achieve the cost savings or the anticipated performance improvements we expect, and we may take longer to generate revenue, or generate less revenue, than we anticipate. Our future plans include significant investments in research and development and related product opportunities. We believe that we must continue to dedicate a significant amount of resources to our research and development efforts to maintain our competitive position, including through the use of external consultant resources. However, we may not receive significant revenue from these investments in the near future, if at all, or these investments may not yield the expected benefits, either of which could adversely affect our business and results of operations.

Failure to protect our proprietary technology and intellectual property rights could substantially harm our business and results of operations.

Our success depends to a significant degree on our ability to protect our proprietary technology, methodologies, know-how and our brand. We rely on a combination of trade secrets, trademarks, copyrights, contractual restrictions, patents and other intellectual property laws and confidentiality procedures to establish and protect our proprietary rights. However, the steps we take to protect our intellectual property may be inadequate. We will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property, including any intellectual property, including trading secrets, obtained through a breach of our information technology systems. In fact, in the past we have experienced breaches into our information technology systems that could have resulted in unauthorized access to our intellectual

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property. As a result of past breaches or a failure in the future to protect our intellectual property rights adequately, our competitors may gain access to our technology and our business may be harmed. In addition, defending our intellectual property rights might entail significant expense. Any patents, trademarks, or other intellectual property rights that we have or may obtain may be challenged by others or invalidated through administrative process or litigation. As of June 30, 2020, we had two issued patents. If we decide to seek further patent protection in the future, we may be unable to obtain any patent protection for our technology. In addition, our issued patent and any patents issued in the future may not provide us with competitive advantages or may be successfully challenged by third parties. Furthermore, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain. Despite our precautions, it may be possible for unauthorized third parties to copy our products and use information that we regard as proprietary to create products and services that compete with ours. Effective patent, trademark, copyright and trade secret protection may not be available to us in every country in which our products are available. We may be unable to prevent third parties from acquiring domain names or trademarks that are similar to, infringe upon, or diminish the value of our trademarks and other proprietary rights. The laws of some foreign countries may not be as protective of intellectual property rights as those in the United States, and mechanisms for enforcement of intellectual property rights may be inadequate. As we expand our international activities, our exposure to unauthorized copying and use of our products and proprietary information will likely increase. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our intellectual property.

We enter into confidentiality and invention assignment agreements with our employees and consultants and enter into confidentiality agreements with other parties. These agreements, however, may not be effective in controlling access to and distribution of our proprietary information. Further, these agreements may not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our products.

In order to protect our intellectual property rights, we may be required to spend significant resources to monitor and protect our intellectual property rights. Litigation may be necessary in the future to enforce our intellectual property rights and to protect our trade secrets. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. Further, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay further sales or the implementation of our products, impair the functionality of our products, delay introductions of new products, result in our substituting inferior or more costly technologies into our products, or injure our reputation.

We could incur substantial costs as a result of any claim of infringement or other violations by us of another party’s intellectual property rights.

In recent years, there has been significant litigation involving patents, copyrights, trademarks, trade secrets and other intellectual property rights in the software industry. Companies providing software are increasingly bringing and becoming subject to suits alleging violations of proprietary rights, particularly patent infringement, misappropriation or other violations, and to the extent we gain greater market visibility, we face a higher risk of being the subject of intellectual property infringement, misappropriation or other claims. As of June 30, 2020, we had two issued patents. As a result, we currently have a limited patent portfolio, which could prevent us from deterring patent infringement claims through our own patent portfolio, and our competitors and others may now and in the future have significantly larger and more mature patent portfolios than we have. The risk of patent litigation has been amplified by the increase in the number of a type of patent holder, which we refer to as a non-practicing entity, whose sole business is to assert such claims and against whom our own intellectual property portfolio may provide little deterrent value. We could incur substantial costs in prosecuting or defending any intellectual property litigation. If we sue to enforce our rights or are sued by a third-party that claims that we or our solution violates its intellectual property rights, the litigation could be expensive and could divert our management resources. Any intellectual property litigation to which we might become a party, or for which we are required to provide indemnification, may require us to do one or more of the following:

•Cease selling or using products that incorporate the intellectual property that we allegedly infringe;

•Make substantial payments for legal fees, settlement payments or other costs or damages;

•Obtain a license, which may not be available on reasonable terms or at all, to sell or use the relevant technology; or

•Redesign the allegedly infringing products to avoid infringement, which could be costly, time-consuming or impossible.

If we are required to make substantial payments or undertake any of the other actions noted above as a result of any intellectual property infringement or other claims against us or any obligation to indemnify our customers for such claims, such payments or actions could harm our business.

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Our use of open source software could negatively affect our ability to sell our solution and subject us to possible litigation.

A portion of our technologies incorporate open source software, and we expect to continue to incorporate open source software in our solution in the future. Few of the licenses applicable to open source software have been interpreted by courts, and there is a risk that these licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to commercialize our products. Moreover, if we incorporate or have incorporated open source software in our software in a manner that is inconsistent with the terms of the applicable license or our current policies and procedures, then we may be subject to certain requirements, including requirements that we offer our solutions that incorporate the open source software for no cost, that we make available source code for modifications or derivative works we create based upon, incorporating or using the open source software and that we license such modifications or derivative works under the terms of applicable open source licenses. If an author or other third-party that distributes such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, enjoined from the sale of our solutions that contained the open source software and required to comply with onerous conditions or restrictions on these solutions, which could disrupt the distribution and sale of these solutions. In addition, there have been claims challenging the ownership rights in of open source software against companies that incorporate open source software into their products, and the licensors of such open source software provide no warranties or indemnities with respect to such claims. In any of these events, we and our customers could be required to seek licenses from third parties in order to continue offering our products, and to re-engineer our products or discontinue the sale of our products in the event re-engineering cannot be accomplished on a timely basis. We and our customers may also be subject to suits by parties claiming infringement due to the reliance by our solutions on certain open source software, and such litigation could be costly for us to defend or subject us to an injunction. Any of the foregoing could require us to devote additional research and development resources to re-engineer our solutions, could result in customer dissatisfaction, and may adversely affect our business, results of operations and financial condition.

We may be the subject of litigation which, if adversely determined, could harm our business and operating results.

Our business is subject to regulation by various federal, state, local and foreign governmental agencies, including agencies responsible for monitoring and enforcing employment and labor laws, workplace safety, product safety, environmental laws, consumer protection laws, anti-bribery laws, import/export controls, federal securities laws and tax laws and regulations. Noncompliance with applicable regulations or requirements could subject us to investigations, sanctions, mandatory product recalls, enforcement actions, disgorgement of profits, fines, damages and civil and criminal penalties or injunctions. We are, and may in the future be, subject to legal claims arising in the normal course of business, including patent, copyright, trade secret, commercial, product liability, employment, class action, whistleblower and other litigation and claims. An unfavorable outcome on any litigation matter could require that we pay substantial damages. In addition, we may decide to settle any litigation, which could cause us to incur significant costs.

The outcome of litigation and other claims or lawsuits is intrinsically uncertain. Management’s view of the litigation might also change in the future. Actual outcomes of litigation and other claims or lawsuits could differ from the assessments made by management in prior periods, which are the basis for our accounting for these litigations and claims under generally accepted accounting principles in the United States, or GAAP. A settlement or an unfavorable outcome on any litigation matter could have a material adverse effect on our business, operating results, reputation, financial position or cash flows. In addition, responding to any action will likely result in a significant diversion of management’s attention and resources and an increase in professional fees. Enforcement actions and sanctions could harm our business, operating results and financial condition.

In connection with the operation of our business, we collect, store, transfer and otherwise process certain personal data and personally identifiable information. As a result, our business is subject to a variety of federal, state, foreign government and industry regulations, as well as self-regulation, related to privacy, data security and data protection. Our actual or perceived failure to protect personal data and other information could have an adverse effect on our business.

Privacy, security, and data protection have become significant issues in the United States, Europe and in other jurisdictions where we offer our products. The regulatory frameworks for privacy, security, and data protection issues worldwide are rapidly evolving, being tested in courts, likely to remain uncertain for the foreseeable future and may result in ever-increasing regulatory and public scrutiny as well as escalating levels of enforcement and sanctions. Federal, state, and foreign government bodies and agencies have in the past adopted, and may in the future adopt, new laws and regulations or may make amendments to existing laws and regulations affecting privacy, security and data protection, including collection, use, retention, protection, disclosure, transfer and other processing of personal data and other information. Industry organizations also regularly adopt and advocate for new standards in these areas.

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Moreover, evolving and changing definitions of personal data and personal information, within the European Union, the United States and elsewhere, especially relating to classification of IP addresses, machine identification, location data and other information, may limit or inhibit our ability to operate or expand our business, including limiting strategic partnerships that may involve the sharing of data. Any perception of privacy, security, or data protection concerns or an inability to comply with applicable laws, regulations, policies, industry standards, contractual obligations or other legal obligations, even if unfounded, may result in additional cost and liability to us, harm our reputation and inhibit adoption of our products by current and future customers, and adversely affect our business, financial condition and results of operations.

In the United States, we may be subject to investigation and/or enforcement actions brought by federal agencies and state attorneys general and consumer protection agencies. We publicly post notices and other documentation regarding our practices concerning the processing, use and disclosure of personally identifiable information and other data. Although we endeavor to comply with our published notices and documentation, we may at times fail to do so or be alleged to have failed to do so. The publication of our privacy notices and other documentation that provide promises and assurances about privacy, security, and data protection can subject us to potential state and federal action if they are found to be deceptive, unfair, or misrepresentative of our actual practices.

At the federal level, we have reviewed our privacy, security, and data protection policies and procedures in regard to our role as a business associate for customers that are covered entities and as a sub-business associate for customers that are business associates under the Health Insurance Portability and Accountability Act, which we refer to as HIPAA.

As a business associate we are subject to the privacy, security, data breach notification, and enforcement rules (the “HIPAA Rules”) promulgated pursuant to HIPAA by the Department of Health and Human Services, or HHS, as well as similar state medical information privacy laws. In addition to contractual obligations with our customers that are covered entities or business associates, should we be deemed in violation of the HIPAA Rules as a result of an audit from HHS, we may be exposed to civil and criminal liabilities. State Attorneys General also have the authority to bring civil actions on behalf of state residents for violations of the HIPAA Rules and equivalent state law, obtain damages on behalf of state residents, or to enjoin further violations of the HIPAA Rules and state law.

At the state level, on June 28, 2018, California enacted the California Consumer Privacy Act, or CCPA, which became effective on January 1, 2020. The CCPA, among other things, requires covered companies to provide new disclosures to California consumers, and afford such consumers new abilities to opt-out of certain sales of personal information, and other information. The enforcement of the CCPA by the California Attorney General commenced on July 1, 2020. We cannot fully predict the impact of the CCPA on our business or operations, but it may require us to modify our data processing practices and policies and to incur substantial costs and expenses in an effort to comply. Additionally, a new privacy law, the California Privacy Rights Act (CPRA), recently was certified by the California Secretary of State to appear on the ballot for the November 3, 2020 election. If this initiative is approved by California voters, the CPRA would significantly modify the CCPA, potentially resulting in further uncertainty and requiring us to incur additional costs and expenses in an effort to comply. Future restrictions on the collection, use, sharing or disclosure of our users' data or additional requirements for express or implied consent of users for the use, disclosure or other processing of such information could increase our operating expenses, require us to modify our solutions, possibly in a material manner, or stop offering certain solutions, and could limit our ability to develop and implement new features.

Internationally, virtually every jurisdiction in which we operate has established its own privacy, security and data protection legal frameworks with which we or our customers must comply. In the European Union, the GDPR replaced prior European Union data protection law as of May 25, 2018. The GDPR imposes additional obligations and risk upon our business and increases substantially the penalties to which we could be subject in the event of any non-compliance. Administrative fines under the GDPR can be as great as 20 million euros or four percent of annual global turnover, whichever is highest. We have incurred substantial expense in complying with the obligations imposed by the GDPR and we may be required to make significant changes in our business operations in connection with compliance with the GDPR, all of which may adversely affect our revenue and our business overall. Additionally, because the GDPR contains a number of obligations that differ from previously-effective data protection legislation in the European Union, and because the GDPR’s enforcement history is limited, we are unable to predict how certain obligations under the GDPR may be applied to us. Despite our efforts to attempt to comply with the GDPR, a regulator may determine that we have not done so and subject us to fines and public censure, which could harm our company.

Among other requirements, the GDPR regulates transfers of personal data outside of the European Economic Area, or EEA, to third countries that have not been found to provide adequate protection to such personal data, including the United States. We have undertaken certain efforts to conform transfers of personal data from the EEA to the United States and other jurisdictions based on our understanding of current regulatory obligations and the guidance of data protection authorities, including the use of

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standard contractual clauses approved by the European Commission, or SCCs, and our certifications under the EU-US and Swiss-US Privacy Shield Frameworks. With regard to transfers to the U.S. of personal data from our employees and European customers and users, we rely upon the SCCs. The EU-U.S. and Swiss-U.S. Privacy Shield Frameworks and SCCs have been subject to legal challenge and may be modified or invalidated, and we may be unsuccessful in maintaining legitimate means for our transfer and receipt of personal data from the EEA. We are in the process of assessing the “Schrems II” decision issued by the Court of Justice of the European Union on July 16, 2020, and its impact on our data transfer mechanisms. We may, in addition to other impacts, experience additional costs associated with increased compliance burdens, and we and our customers face the potential for regulators in the EEA to apply different standards to the transfer of personal data from the EEA to the U.S., and to block, or require ad hoc verification of measures taken with respect to, certain data flows from the EEA to the U.S. We also may be required to engage in new contract negotiations with third parties that aid in processing data on our behalf. We may experience reluctance or refusal by current or prospective European customers to use our products, and we may find it necessary or desirable to make further changes to our handling of personal data of EEA residents.

The regulatory environment applicable to the handling of EEA residents' personal data, and our actions taken in response, may cause us to assume additional liabilities or incur additional costs and could result in our business, operating results and financial condition being harmed. We and our customers may face a risk of enforcement actions by data protection authorities in the EEA relating to personal data transfers to us and by us from the EEA. Any such enforcement actions could result in substantial costs and diversion of resources, distract management and technical personnel and negatively affect our business, operating results and financial condition.

The GDPR also gave more weight to other existing European Union data protection rules, and in particular the Privacy and Electronic Communications Directive 2002/58/EC (or ePrivacy Directive), which regulates electronic marketing activities in the EEA. The ePrivacy Directive has strict rules restricting communication with individuals for marketing purposes, and these rules have been implemented heterogeneously by European Union member states. To comply with local legal requirements, we have incurred significant costs to attempt to ensure that our electronic marketing activities are (1) adapted to the legal framework of the relevant European Union member state in which we are sending electronic marketing communication, and (2) updated regularly to address changes in local case law and, as appropriate, privacy recommendations from local authorities. Failure to comply with the ePrivacy Directive and its implementing rules exposes us to additional reputational and financial risk under the GDPR.

Further, on January 31, 2020, the United Kingdom left the European Union (commonly referred to as “Brexit”). Brexit may lead to further legislative and regulatory changes. The United Kingdom Data Protection Act that substantially implements the GDPR became law in May 2018, and it has undergone additional statutory amendments further aligning it with the GDPR. It remains unclear, however, how United Kingdom data protection laws or regulations will develop in the medium to longer term and how data transfers to and from the United Kingdom will be regulated.

Owing to the regulatory environment and sentiment regarding international data transfers, we may experience hesitancy, reluctance, or refusal by European or multi-national customers to continue to use our platform. We may find it necessary or appropriate to establish systems to maintain personal data originating from certain countries or regions within those countries or regions. This may involve substantial expense and may cause us to need to divert resources from other aspects of our business, all of which may adversely affect our business.

In addition, some countries are considering or have enacted legislation, such as the Japan Act on Protection of Personal Information, which we are subject to, requiring local storage and processing of data that could increase the cost and complexity of delivering our services.

In addition to government regulation, privacy advocates and industry groups may propose new and different self-regulatory standards that may legally or contractually apply to us. One example of such a self-regulatory standard is the Payment Card Industry Data Security Standard, or PCI DSS, which relates to the processing of payment card information. In the event we fail to comply with the PCI DSS, fines and other penalties could result, and we may suffer reputational harm and damage to our business. We may also be bound by and agree to contractual obligations to comply with other obligations relating to privacy, security, or data protection, such as particular standards for information security measures. Further, we expect that there will continue to be changes in interpretations of existing laws and regulations, or new proposed laws and regulations concerning privacy, security, and data protection. We cannot yet determine the impact these laws and regulations or changed interpretations may have on our business, but we anticipate that they could impair our or our customers’ ability to collect, use or disclose information relating to consumers, which could decrease demand for our platform, increase our costs and impair our ability to maintain and grow our customer base and increase our revenue.

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Moreover, because the interpretation and application of many laws and regulations relating to privacy, security, and data protection, along with mandatory industry standards, are uncertain, it is possible that these laws, regulations and standards, or contractual obligations to which we are or may become subject, may be interpreted and applied in a manner that is inconsistent with our existing or future data management practices or features of our products. Any actual or perceived loss, improper retention or misuse of personal data, personal information, or other information or any actual or alleged violations of laws and regulations relating to privacy, security, or data protection could result in us facing regulatory investigations, enforcement actions, fines, lawsuits and other claims (including from customers and individuals), penalties, consent decrees or other orders that may hamper our ability to conduct business or adapt our business, and liability, including potential criminal liability of company executives, and we could find it necessary or appropriate to fundamentally change our products, or our practices, which could have an adverse effect on our business. Any actual or perceived inability to adequately address privacy, security, and data protection concerns, even if unfounded, or to comply with applicable privacy, security, and data protection laws, regulations, policies or other obligations, could result in additional cost and liability to us, damage our reputation and market position (both in relation to existing customers and prospective customers), cause us to lose goodwill, inhibit sales and adversely affect our operations, financial performance and business. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations and policies that are applicable to the businesses of our customers may limit the use and adoption of, and reduce the overall demand for, our products. Privacy, security, and data protection concerns, whether valid or not, may inhibit market adoption of our products, particularly in certain industries and foreign countries. If we are not able to adjust to changing laws, regulations and standards in these areas, our business may be harmed.

We are subject to governmental export and import controls and economic sanctions that could impair our ability to compete in international markets or subject us to liability if we violate these controls.

Our business activities are subject to U.S. export controls, specifically the Export Administration Regulations, and economic sanctions enforced by the Office of Foreign Assets Control. Because our products use encryption, certain of our products are subject to U.S. export controls and may be exported from the United States only with the required export license or through an export license exception. Obtaining the necessary export license for a particular sale may be time-consuming and may result in the delay or loss of sales opportunities. Furthermore, U.S. export control laws and economic sanctions prohibit the shipment of certain products and services to countries, governments and persons targeted by U.S. sanctions. The inclusion of one of our foreign customers on any U.S. Government sanctioned persons list, including but not limited to the U.S. Department of Commerce’s List of Denied Persons and the U.S. Department of Treasury’s List of Specially Designated Nationals and Blocked Persons List, may also be material to our business. We take precautions to prevent our products and services from being exported in violation of these laws and, we have advised our channel partners and distributors that they must also comply with the laws when working with the Company.

Any failure to comply with the U.S. export requirements, U.S. customs regulations, U.S. economic sanctions, or other laws could result in the imposition of penalties against the Company or individuals responsible for any such violations. The penalties may include substantial civil and criminal fines, incarceration for responsible employees and managers, the possible loss of export or import privileges and reputational harm.

In addition, various countries regulate the import of certain encryption technology, including through import permit and license requirements, and have enacted laws that could limit our ability to distribute our products or could limit our customers’ ability to implement our products in those countries. Changes in our products or changes in export and import regulations may create delays in the introduction of our products into international markets, prevent our customers with international operations from deploying our products globally or, in some cases, prevent or delay the export or import of our products to certain countries, governments, or persons altogether. Any change in export or import regulations, economic sanctions or related legislation, shift in the enforcement or scope of existing regulations, or change in the countries, governments, persons, or technologies targeted by such regulations, could result in decreased use of our products by, or our decreased ability to export or sell our products to, existing or potential customers with international operations. Any decreased use of our products or limitation on our ability to export to or sell our products in international markets would likely adversely affect our business, financial condition and results of operations.

Our international operations and expansion expose us to several risks.

During the six months ended June 30, 2020 and the years ended December 31, 2019 and 2018, total revenue generated outside of France and the Americas was 41.8%, 42.5% and 41.4% of our total revenue, respectively. Our primary research and development operations are located in France, the United States, China and Germany. In addition, we currently have international offices outside of France, China, Germany and the United States, which focus primarily on selling and implementing our solution

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in those regions. In the future, we may expand to other international locations. Our current international operations and future initiatives will involve a variety of risks, including:

•Unexpected changes in regulatory requirements, taxes, trade laws, tariffs, export quotas, custom duties or other trade restrictions;

•Government trade restrictions, including those which may impose restrictions, including prohibitions, on the exportation, re-exportation, sale, shipment or other transfer of programming, technology, components and/or services to foreign persons;

•Changes in diplomatic and trade relationships, including new tariffs, trade protection measures, import or export licensing requirements, trade embargoes and other trade barriers;

•Tariffs imposed by the U.S. government on goods from other countries and tariffs imposed by other countries on U.S. goods, including the tariffs implemented and additional tariffs that have been proposed by the U.S. government on various imports from China, Canada, Mexico and the European Union and by the governments of these jurisdictions on certain U.S. goods, and any other possible tariffs that may be imposed on services such as ours, the scope and duration of which, if implemented, remains uncertain;

•Different labor regulations, especially in the European Union, where labor laws are generally more advantageous to employees as compared to the United States, including deemed hourly wage and overtime regulations in these locations;

•Exposure to many onerous and potentially inconsistent privacy, security, and data protection laws and regulations, particularly in the European Union;

•Changes in a specific country’s or region’s political or economic conditions;

•The impact of pandemics and epidemics, like COVID-19, on global and regional economic conditions, international and domestic travel, and IT spending budgets;

•Deterioration of political relations between the United States and France, the United Kingdom, Germany and Japan, which could have a material adverse effect on our sales and operations in these countries;

•Challenges inherent to efficiently managing an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits and compliance programs;

•Risks resulting from changes in currency exchange rates and the implementation of exchange controls, including restrictions promulgated by the Office of Foreign Assets Control of the U.S. Department of the Treasury and other similar trade protection regulations and measures in the United States or in other jurisdictions;

•Reduced ability to timely collect amounts owed to us by our clients in countries where our recourse may be more limited;

•Limitations on our ability to reinvest earnings from operations derived from one country to fund the capital needs of our operations in other countries;

•Limited or unfavorable intellectual property protection;

•Exposure to liabilities under anti-corruption and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, and similar applicable laws and regulations in other jurisdictions; and

•Restrictions on repatriation of earnings.

Furthermore, weak domestic or global economic conditions, fear or anticipation of such conditions, or uncertainty how the U.S. or foreign governments will act with respect to tariffs, international trade agreements and policies, and the COVID-19 pandemic, could adversely affect our business, financial condition, results of operations and prospects in a number of ways, including lower prices for our products, reduced sales and lower or no growth. For example, the global macroeconomic environment could be negatively affected by, among other things, instability in global economic markets resulting from the COVID-19 pandemic, increased U.S. trade tariffs and trade disputes between the U.S. and other countries, instability in the global credit markets, the impact and uncertainty regarding global central bank monetary policy, changes in interest rates and increased inflation, the instability in the geopolitical environment as a result of the United Kingdom’s withdrawal from the European Union, economic challenges in China and ongoing U.S. and foreign governmental debt concerns. Such challenges have caused, and are likely to continue to cause, uncertainty and instability in local economies and in global financial markets, particularly if any future sovereign debt defaults or significant bank failures or defaults occur. Market uncertainty and instability in Europe, Asia or the United States could intensify or spread further, particularly if ongoing stabilization efforts prove insufficient. Continuing or worsening economic instability could adversely affect sales of our products. Moreover, continued turmoil in the geopolitical environment in many parts of the world may also affect the overall demand for our products. In fact, we anticipate that current political and economic conditions in Europe may negatively impact revenue growth in our Europe, Middle East and Africa region. A prolonged period of economic uncertainty or a downturn may also significantly affect financing markets, the availability of capital and the terms and conditions of financing arrangements, including the overall cost of financing. Circumstances may arise in which we need, or desire, to raise additional capital, and such capital may not be available on commercially reasonable terms, or at all.

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We have limited experience in marketing, selling and supporting our solutions outside of France, the United Kingdom, the United States, Germany and Japan. If we invest substantial time and resources to expand our international operations and are unable to do so successfully and in a timely manner, our business and results of operations will suffer.

Additionally, operating in international markets also requires significant management attention and financial resources. The investment and additional resources required in establishing operations in other countries may not produce desired levels of revenue or profitability.

We are exposed to fluctuations in currency exchange rates, which could negatively affect our financial condition and results of operations.

A portion of our subscription agreements and operating expenses are incurred outside the United States and denominated in foreign currencies and are subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the euro. As a result of the COVID-19 pandemic, foreign currency exchange rates have been and could continue to be subject to increased volatility. The strengthening of the U.S. dollar increases the real cost of our products to some of our customers outside of the United States where we price in U.S. dollar instead of local currency, leading to delays in the purchase of our products and the lengthening of our sales cycle. The U.S. dollar has strengthened against the euro since early 2018 and if the U.S. dollar continues to strengthen, this could adversely affect our financial condition and results of operations. In addition, increased international sales in the future, including through our channel partners and other partnerships, may result in greater foreign currency denominated sales, increasing our foreign currency risk. Moreover, operating expenses incurred outside the United States and denominated in foreign currencies are increasing and are subject to fluctuations due to changes in foreign currency exchange rates. If we are not able to successfully hedge against the risks associated with currency fluctuations, our financial condition and results of operations could be adversely affected. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedging transactions may be limited and we may not be able to successfully hedge our exposure, which could adversely affect our financial condition and results of operations.

Exposure to United Kingdom political developments, including the impact of “Brexit”, could have a material adverse effect on us.

On January 31, 2020, the United Kingdom left the European Union, which is commonly referred to as “Brexit”. The United Kingdom’s withdrawal from the European Union creates an uncertain political and economic environment in the United Kingdom and potentially across other European Union member states, for the foreseeable future, including while the United Kingdom negotiates terms of trade with the European Union and reviews and reforms regulations derived from its prior membership in the European Union.

The political and economic instability created by the United Kingdom’s withdrawal from the European Union has caused and may continue to cause significant volatility in global financial markets and the value of the Pound Sterling currency or other currencies, including the euro. We are exposed to the economic, market and fiscal conditions in the United Kingdom and the European Union and to changes in any of these conditions. We anticipate that current political and economic conditions in Europe may negatively impact revenue growth in our Europe, Middle East and Africa region.

Consequently, the United Kingdom’s withdrawal from the European Union could adversely impact our operating results, financial condition and prospects.

Because we conduct operations in China, risks associated with economic, political and social events in China could negatively affect our business and results of operations.

We operate a research and development center in Beijing, China and may plan to continue to increase our presence in China. Our operations in China are subject to a number of risks relating to China’s economic and political systems, including:

•A government-controlled foreign exchange rate and limitations on the convertibility of the Chinese Renminbi;

•Uncertainty regarding the validity, enforceability and scope of protection for intellectual property rights and the practical difficulties of enforcing such rights;

•Ability to secure our business proprietary information located in China from unauthorized acquisition;

•Extensive government regulation;

•Changing governmental policies relating to tax benefits available to foreign-owned businesses;

•A relatively uncertain legal system; and

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•Instability related to continued economic, political and social reform.

Any actions and policies adopted by the government of the People’s Republic of China, particularly with regard to intellectual property rights, any prolonged slowdown in China’s economy, or increased restrictions related to the transfer of data pursuant to the Chinese Cyber Security Law could have an adverse effect on our business, results of operations and financial condition.

Further, at various times during recent years, the United States and China have had disagreements over political and economic issues. Controversies may arise in the future between these two countries. Any political or trade controversy between the United States and China could adversely affect the U.S. and European economies and materially and adversely affect the market price of our ADSs, our business, financial position and financial performance.

Failure to comply with anti-bribery, anti-corruption and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the FCPA, and similar laws associated with our activities outside of the United States could subject us to penalties and other adverse consequences.

We are subject to the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, the United Kingdom Bribery Act of 2010, the French anti-corruption law known as “Sapin II” and possibly other anti-corruption, anti-bribery and anti-money laundering laws in countries in which we conduct activities. We face significant risks if we fail to comply with the FCPA and other anti-corruption and anti-bribery laws that prohibit companies and their employees and third-party intermediaries from authorizing, promising, offering or providing, directly or indirectly, improper payments or benefits to foreign government officials, political parties or candidates, employees of public international organizations and private-sector recipients for a corrupt purpose of obtaining or retaining business, directing business to any person, or securing any advantage. In many foreign countries, particularly in countries with developing economies, it may be a local custom that businesses engage in practices that are prohibited by the FCPA or other applicable laws and regulations. In addition, we use various third-party intermediaries to sell our solutions and conduct our business abroad. We, our channel partners, and our other third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and we may be held liable for the corrupt or other illegal activities of these third-party intermediaries, our employees, representatives, contractors, partners and agents, even if we do not explicitly authorize such activities. Although we continue to implement our FCPA/anti-corruption compliance program, some of our employees and agents, as well as those companies to which we outsource certain of our business operations, may nevertheless take actions in violation of our policies and applicable law, for which we may be ultimately held responsible.

Any violation of the FCPA, other applicable anti-bribery, anti-corruption laws and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions and, in the case of the FCPA, suspension or debarment from U.S. government contracts, which could have a material and adverse effect on our reputation, business, results of operations and prospects. In addition, responding to any enforcement action may result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees.

A portion of our revenue is generated by sales to government entities, which are subject to a number of challenges and risks.

Sales to government entities are subject to a number of risks. Selling to government entities can be highly competitive, expensive and time-consuming, often requiring significant upfront time and expense without any assurance that these efforts will generate a sale. Government certification requirements for products like ours may change, thereby restricting our ability to sell into the U.S. federal government, U.S. state government, or foreign government sectors until we have attained the revised certification. Government demand and payment for our subscription offerings and professional services may be affected by public sector budgetary cycles and funding authorizations, with funding reductions or delays adversely affecting public sector demand for our subscription offerings and professional services. The COVID-19 pandemic is expected to cause governments to run significant budget deficits, which may result in cuts to government budgets and adversely affect demand from government entities for our solutions.

Governmental entities often require contract terms that differ from our standard arrangements, including terms that can lead to those customers obtaining broader rights in our products than would be standard. Government entities may have statutory, contractual, or other legal rights to terminate contracts with our distributors and resellers for convenience or due to a default, and any such termination may adversely affect our future results of operations. Governments routinely investigate and audit government contractors’ administrative processes, and any unfavorable audit could result in the government refusing to continue

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buying our subscription offerings, a reduction of revenue, or fines or civil or criminal liability if the audit uncovers improper or illegal activities, which could adversely affect our results of operations in a material way.

We are exposed to the credit risk of some of our distributors, resellers and customers and to credit exposure in weakened markets, which could result in material losses.

We have programs in place that are designed to monitor and mitigate credit risks of some of our distributors, resellers and customers, and our credit exposure in weakened markets. However, these programs may not be effective in reducing our credit risks, especially as we expand our business internationally. If we are unable to adequately control these risks, our business, results of operations and financial condition could be harmed.

Unanticipated changes in effective tax rates, adverse outcomes resulting from examination of our income or other tax returns, and other aspects of our international operations and structure could expose us to greater than anticipated tax liabilities.

We are subject to income taxes in France, the United States and other jurisdictions, and our income tax obligations are based in part on our corporate structure and intercompany arrangements, including the manner in which we develop, value and use our intellectual property and the valuations of our intercompany transactions. Our effective tax rate could be adversely affected by changes in the mix of earnings and losses in countries with differing statutory tax rates, certain non-deductible expenses as a result of acquisitions, the valuation of deferred tax assets and liabilities, and changes in federal, state, or international tax laws and accounting principles. The tax laws applicable to our business are subject to interpretation and certain jurisdictions may aggressively interpret their laws in an effort to raise additional tax revenue. It is not uncommon for taxing authorities in different countries to have conflicting views with respect to, among other things, the manner in which the arm’s length standard is applied for transfer pricing purposes, the valuation of intellectual property, or the tax treatment of subscription software companies, which could increase our worldwide effective tax rate and harm our financial position and results of operations. It is possible that tax authorities may disagree with certain positions we have taken or may determine that the manner in which we operate our business does not achieve our intended tax consequences and any adverse outcome of such a review or audit could have a negative effect on our financial position and results of operations. Further, the determination of our worldwide provision for income taxes and other tax liabilities requires significant judgment by management, and there are transactions where the ultimate tax determination is uncertain. Although we believe that our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our condensed consolidated financial statements and may materially affect our financial results in the period or periods for which such determination is made.

Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, value added, digital services, or similar taxes, and we could be subject to liability with respect to past or future sales, which could adversely affect our financial results.

The various jurisdictions in which we have sales and operations have different rules and regulations governing sales and use, value added, digital services, and similar taxes, and these rules and regulations are subject to varying interpretations that change over time. Certain jurisdictions in which we did not collect such taxes may assert that such taxes are applicable, which could result in tax assessments, penalties, and interest, and we may be required to collect such taxes in the future. For example, certain jurisdictions, such as the United Kingdom and France, have recently introduced a digital services tax, which is generally a tax on gross revenue generated from users or customers located in those jurisdictions, and other jurisdictions have enacted or are considering enacting similar laws. Any tax assessments, penalties and interest, or future requirements may adversely affect our results of operations. Moreover, imposition of such taxes on us going forward will effectively increase the cost of our products to our customers and might adversely affect our ability to retain existing customers or to gain new customers in the areas in which such taxes are imposed.

Our ability to use our accumulated gross tax losses to offset future taxable income may be subject to certain limitations.

As of December 31, 2019, we had accumulated gross tax losses in various jurisdictions of $290.5 million, which may be utilized against future income taxes. Limitations imposed by the applicable jurisdictions on our ability to utilize accumulated gross tax losses could cause income taxes to be paid earlier than would be paid if such limitations were not in effect and could cause such accumulated gross tax losses to expire unused, in each case reducing or eliminating the benefit of such accumulated gross tax losses. Furthermore, we may not be able to generate sufficient taxable income to utilize our accumulated gross tax losses before they expire. If any of these events occur, we may not derive some or all of the expected benefits from our accumulated gross tax losses.

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Our failure to maintain certain tax benefits applicable to French technology companies may adversely affect our results of operations.

As a French technology company, we have benefited from certain tax advantages, including, for example, the French research tax credit (crédit d’impôt recherche), or CIR. The CIR is a French tax credit aimed at stimulating research and development. The CIR can be offset against French corporate income tax due and the portion in excess (if any) may be refunded at the end of a three fiscal-year period, subject to certain conditions. The CIR is reflected as an offset to our research and development expense. It is calculated based on our claimed amount of eligible research and development expenditures in France and represented $0.5 million for 2019, $0.5 million for 2018 and $0.6 million for 2017. The French tax authority with the assistance of the Research and Technology Ministry may audit each research and development program in respect of which a CIR benefit has been claimed and assess whether such program qualifies in their view for the CIR benefit, in accordance with the French tax code (Code général des impôts) and the relevant official guidelines. If the French tax authority determines that our research and development programs do not meet the requirements for the CIR benefit, or that certain CIR rules were inconsistently applied, we could be liable for additional corporate tax, and penalties and interest related thereto, which could have a significant impact on our results of operations and future cash flows. Furthermore, if the French Parliament decides to eliminate, or reduce the scope or the rate of, the CIR benefit, either of which it could decide to do at any time, our results of operations could be adversely affected.

Catastrophic events or man-made problems may disrupt our business.

A significant natural disaster, such as an earthquake, fire or flood, or significant power outage could have an adverse impact on our business, results of operations and financial condition. Our functional corporate headquarters are located in the San Francisco Bay Area, a region known for seismic activity. In addition, the San Francisco Bay Area has been subject to power blackouts to mitigate the risk of wildfires and our functional corporate headquarters could be subject to such blackouts, potentially for an extended period of time. In the event our or our channel partners’ abilities are hindered by any of the events discussed above, sales could be delayed, resulting in missed financial targets, such as revenue or cash flow, for a particular quarter. In addition, acts of terrorism, epidemics or pandemics, such as COVID-19, geopolitical unrest, or other man-made problems could cause disruptions in our business or the business of our channel partners, customers or the economy as a whole. Any disruption in the business of our channel partners or customers that affects sales at the end of a fiscal quarter could have a significant adverse impact on our future quarterly results. Further, if a natural disaster or man-made problem were to affect Internet service providers, this could adversely affect the ability of our customers to use our products. All of the aforementioned risks may be further increased if the disaster recovery plans for us and our suppliers prove to be inadequate. To the extent that any of the above should result in our inability to continue our operations, system interruptions, reputational harm, delays in our development activities, breaches of data security and loss of critical data, delays or cancellations of customer orders, or the delay in the deployment of our products, our business, financial condition and results of operations would be adversely affected.

If our estimates or judgments relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our results of operations could fall below expectations of securities analysts and investors, resulting in a decline in the trading price of the ADSs.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets, liabilities, equity, revenue and expenses that are not readily apparent from other sources. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below our publicly announced guidance or the expectations of securities analysts and investors, resulting in a decline in the market price of our ADSs. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to revenue recognition (including allocation of the transaction price to separate performance obligations), the amortization period for contract acquisition costs, fair value of acquired intangible assets, goodwill impairment test and measurement of share-based compensation.

An impairment of the carrying value of goodwill or intangible assets could adversely affect our financial results and shareholders’ equity.

As of June 30, 2020, we had goodwill of $49.7 million and net intangible assets of $11.4 million, which in the aggregate represent 17% of our total consolidated assets. Goodwill is not amortized, but we evaluate for impairment annually in the fourth quarter or more frequently if events or changes in circumstances indicate that impairment may exist. Intangible assets are

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amortized, and we review the net carrying value for impairment whenever events or changes in circumstances indicate that the net carrying value of an intangible asset may not be recoverable. Factors that could indicate that our goodwill or net intangible assets are impaired include, but are not limited to, a decline in our stock price and market capitalization; lower than projected sales growth rates, operating results and cash flows; slower growth rate in our industry; and a change in weighted average cost of capital or economic or market conditions. Some of these factors are outside of our control. In the future we may be required to record significant charges in our consolidated financial statements during the period in which we determine that our goodwill or net intangible assets are impaired. Any impairment charge may have an adverse effect on our results of operation and shareholders’ equity.

Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States.

We prepare our financial statements in conformity with GAAP. GAAP is subject to interpretation by the Financial Accounting Standards Board, or FASB, the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results and could affect the reporting of transactions completed before the announcement of a change. For example, the adoption of ASC 842 in 2019 has had and continues to have a significant impact on our consolidated balance sheet. Further, the interpretation of these new standards may continue to evolve as other public companies adopt the new guidance and the standard setters issue new interpretative guidance related to these rules. New accounting pronouncements, changes in accounting principles, and changes in the interpretation of these rules have occurred in the past and are expected to occur in the future, which could adversely affect our financial results. Any difficulties in implementing these pronouncements could cause us to fail to meet our financial reporting obligations, which could result in regulatory discipline and harm investors’ confidence in us.

Risks Related to Our Convertible Senior Notes

We have incurred substantial indebtedness that may decrease our business flexibility, access to capital, and/or increase our borrowing costs, and we may still incur substantially more debt, which may adversely affect our operations and financial results.

In September 2019, we issued €139.8 million aggregate principal amount of the 2024 Notes. Further, we may incur substantial additional debt in the future, some of which may be secured debt. We are not restricted under the terms of the indenture governing the 2024 Notes, which we refer to as the indenture, from incurring additional indebtedness, securing existing or future debt, recapitalizing our debt or taking a number of other actions to increase our debt levels. Our indebtedness may:

•limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions or other general business purposes;

•limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general business purposes;

•require us to use a substantial portion of our cash flow from operations to make debt service payments, including the 2024 Notes;

•limit our flexibility to plan for, or react to, changes in our business and industry;

•place us at a competitive disadvantage compared to our less leveraged competitors; and

•increase our vulnerability to the impact of adverse economic and industry conditions

Servicing our debt, including the 2024 Notes, will require a significant amount of cash. We may not have sufficient cash flow from our business to pay our substantial debt, and we may not have the ability to raise the funds necessary to settle conversions of the 2024 Notes in cash or to repurchase the 2024 Notes upon a fundamental change, which could adversely affect our business and results of operations.

Our ability to make scheduled payments of the principal of, to pay interest on, or to refinance our indebtedness, including the amounts payable under the 2024 Notes, depends on our future performance, which is subject to economic, financial, competitive, and other factors beyond our control. Our business may not generate cash flow from operations in the future sufficient to service our indebtedness, including the 2024 Notes, and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt, or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance any of our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.

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Further, holders of the 2024 Notes have the right to require us to repurchase all or a portion of their 2024 Notes upon the occurrence of a “fundamental change” (as defined in the indenture for the 2024 Notes) before the maturity date at a repurchase price equal to 100% of the principal amount of the 2024 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. In addition, upon conversion of the 2024 Notes, unless we elect to deliver solely ADSs to settle such conversion (other than paying cash in lieu of delivering any fractional share), we will be required to make cash payments in respect of the 2024 Notes being converted. However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of 2024 Notes surrendered therefor upon a fundamental change or pay cash with respect to 2024 Notes being converted in lieu of delivering ADSs upon conversion.

In addition, our ability to repurchase the 2024 Notes or to pay cash upon conversion of the 2024 Notes may be limited by law, regulatory authority or agreements governing our future indebtedness. Our failure to repurchase 2024 Notes when the repurchase is required by the indenture or to pay cash upon conversion of the 2024 Notes as required by the indenture could constitute a default under the indenture. A default under the indenture or the fundamental change itself could also lead to a default under agreements governing our future indebtedness. If the payment of such related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase 2024 Notes or to pay cash upon conversion of the 2024 Notes.

While our 2024 Notes are denominated in euros, we may hold a significant portion of the proceeds in U.S. dollars and our reporting currency is the U.S. dollar, which subjects us to foreign exchange risk.

Our 2024 Notes are denominated in euros and the majority of the proceeds are held in euros as of June 30, 2020. We may choose to hold a significant amount of the proceeds from our 2024 Notes in U.S. dollars in the future. A weakening of the U.S. dollar relative to the euro could therefore adversely affect our ability to service our debt obligations and repay the aggregate principal amount of the 2024 Notes if we are obligated to repurchase the 2024 Notes in the event of a fundamental change or deliver cash at maturity or upon conversion of the 2024 Notes to the extent that the 2024 Notes are not converted solely into our ADSs. In addition, because our reporting currency is the U.S. dollar, a weakening of the U.S. dollar against the euro would increase the amount of debt under our 2024 Notes that would be reportable on our balance sheet, which could have an adverse effect on our liquidity and financial condition.

In the future, we may enter into contractual arrangements designed to hedge a portion of the foreign currency exchange risk associated with any non-U.S. dollar-denominated debt. If these hedging arrangements are unsuccessful, we may experience an adverse effect on our business and results of operations.

The conditional conversion feature of the 2024 Notes, when triggered, may adversely affect our financial condition and operating results.

In the event the conditional conversion feature of the 2024 Notes is triggered, holders of the 2024 Notes will be entitled to convert their 2024 Notes at any time during specified periods at their option. If one or more holders elect to convert their 2024 Notes, unless we elect to satisfy our conversion obligation by delivering solely ADSs (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation in cash, which could adversely affect our liquidity.

In addition, even if holders of 2024 Notes do not elect to convert their 2024 Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the 2024 Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.

The accounting method for convertible debt securities that may be settled in cash, such as the 2024 Notes, could have a material effect on our reported financial results.

Under Accounting Standards Codification 470-20, Debt with Conversion and Other Options, or ASC 470-20, an entity must separately account for the liability and equity components of the convertible debt instruments (such as the 2024 Notes) that may be settled entirely or partially in cash upon conversion in a manner that reflects the issuer’s economic interest cost. The effect of ASC 470-20 on the accounting for the 2024 Notes is that the equity component is required to be included in the additional paid-in capital section of stockholders’ equity on our condensed consolidated balance sheet at the issuance date and the value of the equity component would be treated as debt discount for purposes of accounting for the debt component of the 2024 Notes. As a result, we are required to record a greater amount of non-cash interest expense as a result of the amortization of the discounted carrying value of the 2024 Notes to their face amount over the term of the 2024 Notes. We report larger net losses (or lower net income) in our financial results because ASC 470-20 requires interest to include both the amortization of the debt discount and the

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instrument’s non-convertible coupon interest rate, which lowers our reported financial results, and could adversely affect the trading price of our ADSs and the trading price of the 2024 Notes.

In addition, under certain circumstances, convertible debt instruments (such as the 2024 Notes) that may be settled entirely or partly in cash may be accounted for utilizing the treasury stock method, the effect of which is that the shares issuable upon conversion of such 2024 Notes are not included in the calculation of diluted earnings per share except to the extent that the conversion value of such 2024 Notes exceeds their principal amount. Under the treasury stock method, for diluted earnings per share purposes, the transaction is accounted for as if the number of shares of common stock that would be necessary to settle such excess, if we elected to settle such excess in shares, are issued. If we are unable or otherwise elect not to use the treasury stock method in accounting for the shares issuable upon conversion of the 2024 Notes, then our diluted earnings per share could be adversely affected.

Conversion of the 2024 Notes will dilute the ownership interest of existing shareholders or may otherwise depress the price of our ADSs.

The conversion of some or all of the 2024 Notes will dilute the ownership interests of existing stockholders to the extent we deliver ADSs upon conversion of any of the 2024 Notes. The 2024 Notes may from time to time in the future be convertible at the option of their holders prior to their scheduled terms under certain circumstances specified in the indenture for the 2024 Notes. Moreover, because our ADSs trade in U.S. dollars but the conversion rate and conversion price set forth in the indenture for the 2024 Notes are set forth in euros, fluctuations in the U.S. dollar-euro exchange rate could cause the 2024 Notes to be convertible and result in dilution to our shareholders even if our ADSs do not significantly appreciate in value or appreciate in value at all. For example, one situation in which the 2024 Notes are convertible is when, during any calendar quarter ending after December 31, 2019, the last reported sale price of our ADS (converted into euros in the manner set forth in the indenture for the 2024 Notes) for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last day of the immediately preceding calendar quarter is greater than 130% of the conversion price of the 2024 Notes on each applicable trading day. As a result, if the U.S. dollar strengthened sufficiently against the euro, that conversion condition could be satisfied even if our ADSs do not appreciate in value.

Any sales in the public market of the ADSs issuable upon any conversion of the 2024 Notes could adversely affect prevailing market prices of our ADSs. In addition, the existence of the 2024 Notes may encourage short selling by market participants because the conversion of the 2024 Notes could be used to satisfy short positions, or anticipated conversion of the 2024 Notes into ADSs could depress the price of our ADSs.

Provisions in the indenture for our 2024 Notes could discourage or make more difficult certain corporate actions.

Provisions in the indenture for our 2024 Notes could discourage or make more difficult certain corporate actions. For example, if a “fundamental change” (as defined in the indenture for the 2024 Notes) occurs prior to the maturity date of the 2024 Notes, holders of the 2024 Notes will have the right, at their option, to require us to repurchase all or a portion of their 2024 Notes. If a “make-whole fundamental change” (as defined in the indenture for the 2024 Notes) occurs prior the maturity date, we will in some cases be required to increase the conversion rate of the 2024 Notes for a holder that elects to convert its 2024 Notes in connection with such make-whole fundamental change. Furthermore, the indenture for the 2024 Notes prohibits us from engaging in certain mergers or acquisitions or sales of assets unless, among other things, the surviving entity assumes our obligations under the 2024 Notes.

Risks Related to Ownership of Our Ordinary Shares and ADSs

The market price for our ADSs has been and may be volatile or may decline.

The stock markets, and securities of technology companies in particular, have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many technology companies. Stock prices of many technology companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. We believe that our stock is particularly susceptible to high volatility due to liquidity constraints and our average daily trading volume as a result of our ADS program. In the past, shareholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and adversely affect our business. Furthermore, the market price of our ADSs has fluctuated and may continue to fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

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•Actual or anticipated fluctuations in our revenue and other results of operations;

•The financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

•Failure of securities analysts to initiate or maintain coverage of us and our securities, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

•Announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures or capital commitments;

•Changes in operating performance and stock market valuations of subscription model companies or other technology companies, or those in our industry in particular;

•Lawsuits threatened or filed against us;

•General economic conditions and trends which are impacted by the COVID-19 pandemic;

•Results of our competitors; and

•Other events or factors, including those resulting from war, incidents of terrorism or responses to these events.

Substantial future sales or perceived potential sales of our ADSs, ordinary shares, or other securities in the public market could cause the price of our ADSs to decline significantly.

The price of our ADSs could decline significantly if there are substantial sales of our ADSs, ordinary shares, or other equity securities in the public market (or the perception that these sales could occur), particularly by our directors, executive officers, and significant shareholders. The shares held by these persons may be sold in the public market in the United States, subject to prior registration in the United States, if required, or reliance upon an exemption from United States registration, including, in the case of shares held by affiliates or control persons, compliance with the volume restrictions of Rule 144. In addition, certain of our executive officers have entered into Rule 10b5-1 trading plans under which they have contracted with a broker to sell shares of our ADSs on a periodic basis.

In addition, based on a Schedule 13G/A as of December 31, 2019, a holder of up to 1,612,895 shares, or 5.1% of our total ordinary shares, based on ordinary shares outstanding as of June 30, 2020, is entitled to rights with respect to registration of our ordinary shares pursuant to a shareholder agreement. If this holder of our ordinary shares, by exercising their registration rights, or through a sale exempt from registration, sells a large number of shares, it could adversely affect the market price for our ADSs. Furthermore, if we file a registration statement for the purposes of selling additional shares to raise capital and are required to include shares held by these holders pursuant to the exercise of their registration rights, our ability to raise capital may be impaired.

Furthermore, we have reserved a significant number of ADSs (and ordinary shares underlying the ADSs) for issuance in connection with awards issued under our equity incentive plans, employee stock purchase program and upon conversion of the 2024 Notes, the issuance of which will dilute the ownership interests of existing shareholders. Any sales in the public market of the ADSs issuable upon such issuance or conversion could adversely affect prevailing market prices for our ADSs.

We may also issue ordinary shares or securities convertible into our ordinary shares from time to time in connection with a financing, acquisition, investment or otherwise. Any such issuance could result in substantial dilution to our existing holders and could cause the market price of our ADSs to decline significantly.

The requirements of being a public company in the United States may strain our resources, divert management’s attention and affect our ability to attract and retain executive management and qualified board members.

We are a U.S. domestic issuer and are required to file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy materials and registration statements on U.S. domestic issuer forms with the SEC.

We are required under current SEC rules to prepare our financial statements in accordance with GAAP and our executive officers and directors are also subject to the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of our securities. We expect that our status as a publicly traded company subject to U.S. domestic issuer requirements will require significant attention from management and may further strain our resources and cause us to incur additional legal, accounting and other expenses.

Additionally, as a public company in the United States, we have incurred and will continue to incur legal, accounting and other expenses. We are subject to the Exchange Act, including certain of the reporting requirements thereunder, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the NASDAQ, enhanced legal and regulatory regimes and heightened standards relating to corporate governance and disclosure for public

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companies, and other applicable securities rules and regulations. Compliance with these rules and regulations increases our legal and financial compliance costs, makes some activities more difficult, time-consuming or costly and increases demand on our systems and resources. Being both a public company in the United States and a French private company also has an impact on disclosure of information and requires compliance with two sets of applicable rules. This could result in uncertainty regarding compliance matters and higher costs necessitated by legal analysis of dual legal regimes.

If we fail to establish or maintain an effective system of internal controls, we may be unable to accurately report our financial results or prevent fraud, and investor confidence and the market price of the ADSs may, therefore, be adversely affected.

As a public company in the United States, we are required to maintain internal control over financial reporting and to report any material weaknesses in such internal control. In addition, we are required to provide a report by management on the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. This process is time-consuming, costly and complicated. In addition, our independent registered public accounting firm is required to attest to the effectiveness of our internal controls over financial reporting. As described in the subsequent risk factor and Part II, Item 9A of our Annual Report on Form 10-K filed with the SEC on March 17, 2020, we have identified a material weakness in our internal control over financial reporting. Any material weakness in our internal control over financial reporting could cause: us to fail to detect errors on a timely basis; our financial statements to be materially misstated; the market price of our ADSs to decline; or subject us to sanctions or investigations by the SEC or other regulatory authorities, which could require additional financial and management resources.

We have identified a material weakness in our internal control over financial reporting that, if not properly remediated, could adversely affect our business, financial condition, and results of operations, and investor confidence and the market price of our ADSs.

As disclosed in Part II, Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 17, 2020, in connection with our assessment of the effectiveness of internal control over financial reporting as of December 31, 2019, our management identified a material weakness in our internal control over financial reporting relating to ineffective process level controls over assumptions in our stand-alone selling price model used to determine the allocation of the transaction price of our on-premise license arrangements between the software element and the support and maintenance element. This material weakness resulted from an ineffective risk assessment process to identify changes to risks resulting from the adoption of ASC Topic 606 and the design of appropriate controls to address those risks. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. As a result of such material weakness, we concluded that our disclosure controls and procedures and internal controls over financial reporting were not effective.

As further described in Part II, Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 17, 2020, we are currently taking actions to design and implement a remediation plan to address the material weakness. If remedial measures are insufficient to address the material weakness, or if additional material weaknesses in internal control are discovered or occur in the future, our consolidated financial statements may contain material misstatements and we could be required to restate our financial results. In addition, the timing of our financial reporting could be adversely affected and we may be unable to maintain compliance with the federal securities laws and NASDAQ listing requirements regarding the timely filing of periodic reports. If we fail to report our results in a timely manner, we could be required to pay additional interest under our convertible notes, which could impact our liquidity and financial condition. Any of the foregoing could cause investors to lose confidence in the reliability of our financial reporting, which could have a negative effect on the trading price of our ADSs and possibly impact our ability to obtain future financing on acceptable terms.

Share ownership is concentrated in the hands of certain large shareholders and management, who are able to exercise a direct or indirect controlling influence on us.

Our executive officers, directors, current five percent or greater shareholders and affiliated entities together beneficially own a significant percentage of our ordinary shares and ADSs outstanding as of June 30, 2020. As a result, these shareholders, acting together or in parallel, could have a significant influence over all matters that require approval by our shareholders, including the election of directors and approval of significant corporate transactions. Corporate action might be taken even if other shareholders oppose them. This concentration of ownership might also have the effect of delaying or preventing a change of control of our company that other shareholders may view as beneficial.

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We have entered into a shareholder agreement, or the Shareholder Agreement, with entities affiliated with Bpifrance Investissement. The Shareholder Agreement contains specific rights, obligations and agreements of Bpifrance Investissement as a holder of our ordinary shares or equity securities representing our ordinary shares (including the ADSs).

In addition, the Shareholder Agreement contains provisions related to the composition of our board of directors. Pursuant to the Shareholder Agreement, entities affiliated with Bpifrance Investissement are entitled to nominate one member of our board of directors. The current director nominated by affiliates of Bpifrance Investissement under the Shareholder Agreement is Thierry Sommelet. As a result, Bpifrance Investissement currently has the ability to elect one of the nine members of our board of directors, and thereby to influence our management and affairs.

Holders of our ADSs do not directly hold our ordinary shares.

As an ADS holder, you are not treated as one of our shareholders and you do not have ordinary shareholder rights. French law governs shareholder rights. The depositary, JPMorgan Chase Bank, N.A., is the holder of the ordinary shares underlying your ADSs. As a holder of ADSs, you have ADS holder rights. The deposit agreement among us, the depositary and you, as an ADS holder, and all other persons directly and indirectly holding ADSs, sets out ADS holder rights, as well as the rights and obligations of the depositary.

You may not be able to exercise your right to vote the ordinary shares underlying your ADSs.

Holders of ADSs may exercise voting rights with respect to the ordinary shares represented by the ADSs only in accordance with the provisions of the deposit agreement and not as a direct shareholder. The deposit agreement provides that, upon receipt of notice of any meeting of holders of our ordinary shares, the depositary will fix a record date for the determination of ADS holders who shall be entitled to give instructions for the exercise of voting rights. Upon timely receipt of notice from us, if we so request, the depositary shall distribute to the holders as of the record date (1) the notice of the meeting or solicitation of consent or proxy sent by us and (2) a statement as to the manner in which instructions may be given by the holders.

You may instruct the depositary to vote the ordinary shares underlying your ADSs. Otherwise, you will not be able to exercise your right to vote, unless you withdraw the ordinary shares underlying the ADSs you hold. However, you may not know about the meeting far enough in advance to withdraw those ordinary shares. If we ask for your instructions, the depositary, upon timely notice from us, will notify you of the upcoming vote and arrange to deliver our voting materials to you. We cannot guarantee you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your ordinary shares or to withdraw your ordinary shares so that you can vote them yourself. If the depositary does not receive timely voting instructions from you, it may give a proxy to a person designated by us to vote the ordinary shares underlying your ADSs in accordance with the recommendation of our board of directors. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise your right to vote, and there may be nothing you can do if the ordinary shares underlying your ADSs are not voted as you requested.

You may be subject to limitations on the transfer of your ADSs and the withdrawal of the underlying ordinary shares.

Your ADSs, which may be evidenced by American Depositary Receipts, or ADRs, are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it deems expedient in connection with the performance of its duties. The depositary may refuse to deliver, transfer or register transfers of your ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary think it is advisable to do so because of any requirement of law, government or governmental body, or under any provision of the deposit agreement, or for any other reason subject to your right to cancel your ADSs and withdraw the underlying ordinary shares. Temporary delays in the cancellation of your ADSs and withdrawal of the underlying ordinary shares may arise because the depositary has closed its transfer books or we have closed our transfer books, the transfer of ordinary shares is blocked to permit voting at a shareholders’ meeting or we are paying a dividend on our ordinary shares. In addition, you may not be able to cancel your ADSs and withdraw the underlying ordinary shares when you owe money for fees, taxes and similar charges and when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of ordinary shares or other deposited securities. For example, if changes are made to tax laws, our securities may then be subject to French or other applicable taxes.

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Risks Related to Investing in a French Company

Provisions in our By-laws and French corporate law may delay or discourage a takeover attempt.

Provisions contained in our By-laws, and the corporate laws of France, the country in which we are incorporated, could make it more difficult for a third-party to acquire us, even if doing so might be beneficial to our shareholders. In addition, provisions of French law and our By-laws impose various procedural and other requirements, which could make it more difficult for shareholders to effect certain corporate actions. These provisions include the following:

•Provisions of French law allowing the owner of 90% of the share capital or voting rights of a public company to force out the minority shareholders following a tender offer made to all shareholders are only applicable to companies listed on a regulated market in a Member State of the European Union or in another state party to the Agreement on the European Economic Area, including the main French stock exchange and will therefore not be applicable to us, unless we dual-list on such regulated market;

•A merger (i.e., in a French law context, a stock-for-stock exchange after which our company would be dissolved without being liquidated into the acquiring entity and our shareholders would become shareholders of the acquiring entity) of our company into a company incorporated in the European Union would require the approval of our board of directors as well as a two-thirds majority of the votes held by the shareholders present, represented by proxy or voting by mail at the relevant meeting;

•A merger of our company into a company incorporated outside of the European Union would require the unanimous approval of our shareholders;

•Under French law, a cash merger is treated as a share purchase and would require the consent of each participating shareholder;

•Our shareholders have granted and may grant in the future our board of directors’ broad authorizations to increase our share capital or to issue additional ordinary shares or other securities (for example, warrants) to our shareholders, the public or qualified investors, including as a possible defense following the launching of a tender offer for our shares;

•Our shareholders have preferential subscription rights proportional to their shareholding in our company on the issuance by us of any additional shares or securities giving the right, immediately or in the future, to new shares for cash or a set-off of cash debts, which rights may only be waived by the extraordinary general meeting (by a two-thirds majority vote) of our shareholders or on an individual basis by each shareholder;

•Our board of directors has the right to appoint directors to fill a vacancy created by the resignation or death of a director, subject to the approval by the shareholders of such appointment at the next shareholders’ meeting, which prevents shareholders from having the sole right to fill vacancies on our board of directors;

•Our board of directors can only be convened by its chairman or, when no board meeting has been held for more than two consecutive months, by directors representing at least one-third of the total number of directors;

•Our board of directors’ meetings can only be regularly held if at least half of the directors attend either physically or by way of videoconference or teleconference enabling the directors’ identification and ensuring their effective participation in the board of directors’ decisions;

•Under French law, a non-resident of France as well as any French entity controlled by non-residents of France may have to file a declaration for statistical purposes with the Bank of France (Banque de France) within 20 working days following the date of certain direct foreign investments in us, including any purchase of our ADSs. In particular, such filings are required in connection with investments exceeding €15,000,000 that lead to the acquisition of at least 10% of our share capital or voting rights or cross such 10% threshold;

•Under French law, certain investments in a French company relating to certain strategic industries by individuals or entities not residents in a Member State of the European Union are subject to prior authorization of the Ministry of Economy;

•Approval of at least a majority of the votes held by shareholders present, represented by a proxy, or voting by mail at the relevant ordinary shareholders’ general meeting is required to remove directors with or without cause;

•Advance notice is required for nominations to the board of directors or for proposing matters to be acted upon at a shareholders’ meeting, except that a vote to remove and replace a director can be proposed at any shareholders’ meeting without notice;

•Pursuant to French law, our By-laws, including the sections relating to the number of directors and election and removal of a director from office, may only be modified by a resolution adopted by a two-thirds majority vote of our shareholders present, represented by a proxy or voting by mail at the meeting; and

•Our shares take the form of bearer securities or registered securities, if applicable legislation so permits, according to the shareholder’s choice. Issued shares are represented by book entries in individual accounts opened with us or an authorized intermediary on our behalf or any authorized intermediary (depending on the form of such shares), in the

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name of each shareholder and kept according to the terms and conditions laid down by the legal and regulatory provisions and, in the case of an authorized intermediary, contractual provisions.

Your right as a holder of ADSs to participate in any future preferential subscription rights or to elect to receive dividends in shares may be limited, which may cause dilution to your holdings.

According to French law, if we issue additional shares or securities for cash giving right, immediately or in the future, to new shares, current shareholders will have preferential subscription rights for these securities proportionally to their shareholding in our company unless they waive those rights at an extraordinary meeting of our shareholders (by a two-thirds majority vote) or individually by each shareholder. However, our ADS holders in the United States will not be entitled to exercise or sell such rights unless we register the rights and the securities to which the rights relate under the Securities Act or an exemption from the registration requirements is available. In addition, the deposit agreement provides that the depositary will not make rights available to you unless the distribution to ADS holders of both the rights and any related securities are either registered under the Securities Act or exempted from registration under the Securities Act. Further, if we offer holders of our ordinary shares the option to receive dividends in either cash or shares, under the deposit agreement the depositary may require satisfactory assurances from us that extending the offer to holders of ADSs does not require registration of any securities under the Securities Act before making the option available to holders of ADSs. We are under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause such a registration statement to be declared effective. Moreover, we may not be able to establish an exemption from registration under the Securities Act. Accordingly, ADS holders may be unable to participate in our rights offerings or to elect to receive dividends in shares and may experience dilution in their holdings. In addition, if the depositary is unable to sell rights that are not exercised or not distributed or if the sale is not lawful or reasonably practicable, it will allow the rights to lapse, in which case you will receive no value for these rights.

U.S. investors may have difficulty enforcing civil liabilities against our company and directors and the experts named in our annual report.

Certain members of our board of directors and certain of our subsidiaries and certain experts named in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on March 17, 2020, are non-residents of the United States, and all of or a substantial portion of our assets and the assets of such persons are located outside the United States. As a result, it may not be possible to serve process on such persons or us in the United States or to enforce judgments obtained in U.S. courts against them or us based on civil liability provisions of the securities laws of the United States.

Additionally, it may be difficult to assert U.S. securities law claims in actions originally instituted outside of the United States. Foreign courts may refuse to hear a U.S. securities law claim because foreign courts may not be the most appropriate forums in which to bring such a claim. Even if a foreign court agrees to hear a claim, it may determine that the law of the jurisdiction in which the foreign court resides, and not U.S. law, is applicable to the claim. Further, if U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process, and certain matters of procedure would still be governed by the law of the jurisdiction in which the foreign court resides. In particular, there is some doubt as to whether French courts would recognize and enforce certain civil liabilities under U.S. securities laws in original actions or judgments of U.S. courts based upon these civil liability provisions. In addition, awards of punitive damages in actions brought in the United States or elsewhere may be unenforceable in France. An award for monetary damages under the U.S. securities laws would be considered punitive if it does not seek to compensate the claimant for loss or damage suffered but is intended to punish the defendant. French law provides that a shareholder, or a group of shareholders, may initiate a legal action to seek indemnification from the directors of a corporation in the corporation’s interest if it fails to bring such legal action itself. If so, any damages awarded by the court are paid to the corporation and any legal fees relating to such action are borne by the relevant shareholder or the group of shareholders.

The enforceability of any judgment in France will depend on the particular facts of the case as well as the laws and treaties in effect at the time. The United States and France do not currently have a treaty providing for recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters. Therefore, the recognition and enforcement of any such judgment would be subject to French procedural law and a French court may not recognize or enforce any such judgment.

We do not currently intend to pay dividends on our securities, and, consequently, your ability to achieve a return on your investment depends on appreciation in the price of the ADSs. In addition, French law may limit the amount of dividends we are able to distribute.

We have never declared or paid any cash dividends on our ordinary shares and do not currently intend to do so for the foreseeable future. In addition, any future indebtedness may restrict our ability to pay dividends. We currently intend to invest our

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future earnings, if any, to fund our growth. Therefore, you are not likely to receive any dividends on your ADSs for the foreseeable future and the success of an investment in ADSs will depend upon any future appreciation in its value. Consequently, investors in our ADSs may need to rely on sales of all or part of their holdings of ADSs after price appreciation, which may never occur, as the only way to realize any future gains on their investment. There is no guarantee that the ADSs will appreciate in value or even maintain the price at which our shareholders have purchased the ADSs. Investors seeking cash dividends should not purchase the ADSs.

Further, under French law, the determination of whether we have been sufficiently profitable to pay dividends is made on the basis of our statutory financial statements prepared and presented in accordance with French generally accepted accounting principles. In addition, payment of dividends may subject us to additional taxes under French law. Therefore, we may be more restricted in our ability to declare dividends than companies not based in France.

In addition, exchange rate fluctuations may affect the amount of euros that we are able to distribute, and the amount in U.S. dollars that our shareholders receive upon the payment of cash dividends or other distributions we declare and pay in euros, if any. These factors could harm the value of the ADSs, and, in turn, the U.S. dollar proceeds that holders receive from the sale of the ADSs.

U.S. holders of ADSs may suffer adverse tax consequences if we are characterized as a passive foreign investment company.

A non-U.S. corporation will be considered a passive foreign investment company, or PFIC, for U.S. federal income tax purposes, for any taxable year if either (1) at least 75% of its gross income for such year is passive income or (2) at least 50% of the value of its assets (based on an average of the quarterly values of the assets during such year) is attributable to assets that produce or are held for the production of passive income. Based on the historical and present value and composition of our assets, although not free from doubt, we do not believe we were a PFIC for the taxable year ended December 31, 2019, and we do not expect to be a PFIC for the current taxable year or in the foreseeable future. Because a separate factual determination as to whether we are or have become a PFIC must be made each year (after the close of such year), we could be or become a PFIC in the current year or any future taxable year. If we are a PFIC for any taxable year during which a U.S. holder holds ADSs, the U.S. holder may be subject to adverse tax consequences, including (1) the treatment of all or a portion of any gain on disposition as ordinary income, (2) the application of an interest charge with respect to such gain and certain dividends and (3) compliance with certain reporting requirements. Each U.S. holder is strongly urged to consult its tax advisor regarding the application of these rules and the availability of any potential elections.

If a United States person is treated as owning at least 10% of our ADSs, such person may be subject to adverse U.S. federal income tax consequences.

If a United States person is treated as owning (directly, indirectly, or constructively) at least 10% of the value or voting power of our ADSs, such person may be treated as a “United States shareholder” with respect to each “controlled foreign corporation” in our group (if any). Because our group includes one or more U.S. subsidiaries, certain of our non-U.S. subsidiaries could be treated as controlled foreign corporations (regardless of whether or not we are treated as a controlled foreign corporation). A United States shareholder of a controlled foreign corporation may be required to report annually and include in its U.S. taxable income its pro rata share of “Subpart F income,” “global intangible low-taxed income,” and investments in U.S. property by controlled foreign corporations, regardless of whether we make any distributions. Failure to comply with such reporting requirements could result in adverse tax effects for United States shareholders and potentially significant monetary penalties. An individual that is a United States shareholder with respect to a controlled foreign corporation generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a United States shareholder that is a U.S. corporation. We cannot provide any assurances that we will assist investors in determining whether any of our non-U.S. subsidiaries is treated as a controlled foreign corporation or furnish to any United States shareholders information that may be necessary to comply with the aforementioned obligations. A United States investor should consult its advisors regarding the potential application of these rules to an investment in our ADSs.

The rights of shareholders in companies subject to French corporate law differ in material respects from the rights of shareholders of corporations incorporated in the United States.

We are a French company with limited liability. Our corporate affairs are governed by our By-laws and by the laws governing companies incorporated in France. The rights of shareholders and the responsibilities of members of our board of directors are in many ways different from the rights and obligations of shareholders in companies governed by the laws of U.S. jurisdictions. For example, in the performance of its duties, our board is required by French law to consider the interests of our

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company, its shareholders, its employees and other stakeholders, rather than solely our shareholders and/or creditors. It is possible that some of these parties will have interests that are different from, or in addition to, your interests as a shareholder.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

2020 Free Share Plan Adoption

On August 4, 2020, the Company's board of directors approved the Company's 2020 Free Share Plan (the "Free Share Plan"), effective immediately.

The Free Share Plan, governed by French law, provides for the grant of free shares (restricted stock units) to the Company's employees and employees of any company or group in which the Company holds, directly or indirectly, 10% or more of the share capital or voting rights as of the date of grant. Specific participants in the Free Share Plan are determined at the discretion of the board of directors, subject to the terms of the Free Share Plan.

Pursuant to authority delegated by shareholders to the board of directors at the Company's June 30, 2020 Annual Combined General Meeting of shareholders (the "AGM"), the maximum number of ordinary shares that may be delivered and issued in satisfaction of awards under the Free Share Plan cannot exceed 2,300,000 shares, subject to certain adjustments.

The Free Share Plan is administered by the board of directors, which has the discretion, subject to applicable French law, and delegations of authority of the Company's shareholders, to determine (i) the terms, conditions and restrictions applicable to free shares granted to any participant and (ii) whether, to what extent, and under what circumstances an award of free shares may be settled, canceled, forfeited, exchanged, or surrendered. The board of directors has the authority to amend, alter, suspend, or terminate the Free Share Plan, subject to certain limitations.

Free shares vest at the times and upon the conditions as determined by the board of directors and as reflected in applicable grant award letters. The Free Share Plan generally requires a minimum one-year vesting period and requires that free shares that have been definitively acquired may not be sold or transferred before the second anniversary of the grant date pursuant to French law.

The summary of the Free Share Plan is qualified in its entirety by reference to the full text of the Free Share Plan, the English translation of which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

2020 Stock Option Plan Adoption

On August 4, 2020, the Company's board of directors approved the Company's 2020 Stock Option Plan (the "Stock Option Plan"), effective immediately.

The Stock Option Plan, governed by French law, provides for the grant of stock options to individuals employed by the Company or its affiliates and to the Company's chairman of the board of directors, general manager and deputy general managers. Specific participants in the Stock Option Plan are determined at the discretion of the board of directors, subject to the terms of the Stock Option Plan.

Pursuant to authority delegated by the shareholders to the board of directors at the AGM, the maximum number of ordinary shares subject to stock options that may be issued in satisfaction of awards under the Stock Option Plan cannot exceed 2,300,000

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shares, subject to certain adjustments. Under French law, the maximum number of shares issuable upon the exercise of outstanding employee stock options may not exceed one-third of the outstanding share capital on a non-diluted basis as of the date of grant.

The Stock Option Plan is administered by the board of directors, which has the discretion, subject to the terms of the Stock Option Plan, applicable French law, and delegations of authority of the Company's shareholders, to determine the recipients, dates of grant, exercise prices, number of shares underlying and the terms and conditions of the stock options, including their periods of exercisability and vesting schedules. The board of directors has the authority to amend, alter, suspend, or terminate the Stock Option Plan, subject to certain limitations.

The summary of the Stock Option Plan is qualified in its entirety by reference to the full text of the Stock Option Plan, which is filed as Exhibit 10.5 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

Amended and Restated 2017 Employee Stock Purchase Plan Adoption

On August 4, 2020, the Company's board of directors adopted amendments to the Amended and Restated 2017 Employee Stock Purchase Plan (as amended, the "Amended and Restated 2017 ESPP").

The amendments reflect that, pursuant to a delegation of authority to the board of directors granted by the shareholders at the AGM, the aggregate number of shares reserved for issuance under the Amended and Restated 2017 ESPP is 803,937 ordinary shares, nominal value €0.08 per share, each represented by one American Depositary Share ("ADS"), which consists of: (x) 550,000 ordinary shares (represented by ADSs) issuable from June 30, 2020 through and including December 30, 2021; and (y) the past issuance of 253,937 ordinary shares (represented by ADSs) under the Amended and Restated 2017 ESPP prior to June 30, 2020.

The summary of the Amended and Restated 2017 ESPP is qualified in its entirety by reference to the full text of the Amended and Restated 2017 ESPP, which is filed as Exhibit 10.8 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

Amendments to the Company's By-laws (statuts)

On August 4, 2020, the Company's board of directors approve an update to Article 6 of the Company's By-laws (statuts), effective immediately, solely to reflect an increase in the Company's share capital as a result of shares issued upon the exercise of stock options and warrants, and the vesting of restricted stock units. The board of directors also amended Article 4 of the By-laws (statuts), effective immediately, to reflect the transfer of the Company's registered office to 5-7, rue Salomon de Rothschild, Suresnes, France 92150.

The foregoing description is qualified in its entirety by reference to the full text of the By-laws, the English translation of which is filed as Exhibit 3.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

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ITEM 6. EXHIBITS.

Exhibit

Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Filed Herewith

3.1

Amended and Restated B ylaws (statuts) of Talend S.A. (English Translation)

10.1

Form of 2017 Stock Option Plan Grant Agreement as of May 21, 2020

10.2

Talend S.A. 2020 Free Share Plan (English Translation)

10.3

Form of 2020 Free Share Plan Time-Based Grant Letter

10.4

Form of 2020 Free Share Plan Performance-Based Grant Letter

10.5

Talend S.A. 2020 Stock Option Plan

10.6

Form of 2020 Stock Option Plan Grant Agreement

10.7

Form of BSA Grant Agreement as of August 4, 2020

10.8

Talend S.A. Amended and Restated 2017 Employee Stock Purchase Plan

10.9

U.S. Offering Document to the Talend S.A. Amended and Restated 2017 Employee Stock Purchase Plan

10.10

Non-U.S. Offering Document to the Talend S.A. Amended and Restated 2017 Employee Stock Purchase Plan

10.11

Talend, Inc. Consulting Agreement by and between Talend, Inc., Talend SA and Michael Tuchen, dated as of August 4, 2020.

31.1

Certificate of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.

31.2

Certificate of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.

32.1*

Certificate of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.

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101.INS

XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Talend S.A. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			TALEND S.A.

			/s/ Christal Bemont
			Christal Bemont Chief Executive Officer (Principal Executive Officer)


			/s/ Adam Meister
			Adam Meister Chief Financial Officer (Principal Financial Officer)

Dated: August 7, 2020

Document

Exhibit 3.1

TALEND

Société anonyme (French public limited company) with capital of € 2,522,922.32

Registered office: 5-7 Rue Salomon de Rothschild – 92150 Suresnes

484 175 252 R.C.S. (Trade and Companies Register) Nanterre

BYLAWS

UPDATED ON AUGUST 4, 2020

Copy certified by a Deputy Managing Director

Emilie Trailin

TITLE I

Form - Purpose - Company name - Registered Office - Duration

Article 1 Form

Talend (hereafter the "Company") was established as a société par actions simplifiée then changed into a société anonyme on the decision of the shareholders on April 14, 2006. The Company is governed by the provisions of Book II of the French Commercial Code and by these bylaws (the "Bylaws").

Article 2 Name

The name of the Company is:

TALEND

All the deeds and documents issued by the Company to third parties, in particular, the letters, invoices, notices and various publications, must show the company name immediately and legibly preceded or followed by the words "Société Anonyme" or the initials "S.A.", the statement of share capital and the registration number in the Trade and Companies Register.

Article 3 Purpose

The Company's purpose, either directly or indirectly, in particular through the intermediary of subsidiaries or holdings, in France and abroad, is:

–the development, research, production, marketing, purchase, sale, rental, after-sales support of software and/or IT equipment;

–the supply and sale of user services including in particular training, demonstration, methodology, rollout and use;

–the supply and sale of IT resources whether combined or not with software or service delivery.

The Company's purpose is also:

–the creation, acquisition, rental, lease-management of all business assets or facilities, lease, installation, operation of all establishments;

–the acquisition, use or sale of all intellectual or industrial property rights as well as any expertise in the field of information technology;

–and, more generally, investing in any enterprise or company created or to-be-created as well as carrying out any legal, economic, financial, industrial, civil and commercial transactions, whether in movable property or real estate, directly or indirectly relating, in whole or in part, to the aforementioned purpose or to other similar or related purposes.

Article 4 Registered Office - branches

The registered office is located at:

5-7 Rue Salomon de Rothschild

92150 Suresnes

It may be transferred to any other location in the French territory upon decision of the Board of Directors, subject to ratification by the next General Meeting, and in any other location by decision of an Extraordinary General Meeting.

The Board of Directors may create agencies, factories and branches wherever it deems useful.

Article 5 Duration

The duration of the Company is set at ninety-nine (99) years, starting from its first registration in the Trade and Companies Register, except in the case of extension or early dissolution decided by shareholders.

TITLE II

Share capital - Shares

Article 6 Share Capital

The share capital is set at € 2,522,922.32.

It is divided into 31,536,529 ordinary shares with a par value of € 0.08 per share, fully paid up and all of the same class.

Article 7 Change in the share capital

The share capital may be increased, reduced or amortized under the conditions set by law.

Article 8 Payment of shares

The shares are issued and paid up under the conditions set by law.

Capital calls and the date on which the corresponding sums must be paid are disclosed to shareholders at least 15 days before the date set for each payment by registered letter with acknowledgment of receipt, addressed to the shareholders or by a notice in a legal announcements newspaper published where the registered office is located.

The shareholder who does not make the requested additional payments for the shares on their due date is legally and without any other formality liable to the Company for late interest calculated daily from the due date at the legal rate.

The Company has the right, in order to obtain the payment of these amounts, of enforcement and penalties as provided by law.

Article 9 Type of Shares

Fully paid-up shares may be held in nominative or bearer form, at the shareholder’s request, subject, nonetheless, to the legal provisions relating to the form of the shares held by certain natural or legal persons. Shares that are not fully paid-up must be held in nominative form.

Shares must be registered in an account in accordance with the terms and conditions provided for by the current legal and regulatory provisions.

Ownership of shares delivered in nominative form results from them being recorded in the share register.

Article 10 Transfer of Shares – Identification of the bearer of shares

10.1 Shares are freely transferable by transfer between accounts, in accordance with the current legal and regulatory provisions.

10.2 Furthermore, the Company has the right to request, in accordance with current legal and regulatory provisions, at any time and at its own expense, from any authorized body, the name, or corporate name in the case of legal persons, nationality and address of the holders of securities conferring immediate or future voting rights in its own Shareholders' Meetings, as well as the number of securities held by each of them and any restrictions on these securities.

Article 11 Rights and Obligations Governing Shares

Shares will be indivisible with respect to the Company.

Multiple holders of undivided interests in shares will be represented at General Meetings by one of them or by a single agent; in the event of disagreement, the agent will be designated by a court of law at the request of the co-owner who acts first.

Each share entitles its holder to one vote at General Meetings of shareholders.

As a result of the reverse share split approved by the Combined Shareholders’ Meeting of 1 June 2016, and until the expiry of a period of two (2) years following the start date for reverse split transactions as set by the reverse share split notice published by the Company in the BALO (Bulletin des Annonces Légales et Obligatoires) pursuant to the resolutions adopted by the Combined Shareholders’ Meeting of 1 June 2016, any shares that are not grouped (former shares with a par value of €0.01 each), will each give the holder the right to one (1) vote and any grouped shares with a par value of €0.08 each, will each give the holder the right to eight (8) votes, such that the number of votes attached to the shares will be proportional to the share of the capital that they represent.

The right to vote is held by the usufruct shareholder in Ordinary General Meetings and by the bare owner in Extraordinary General Meetings. Shareholders may, however, agree to allocate voting rights in a different manner at General Meetings, provided that the usufruct shareholder is not deprived of the right to vote on decisions concerning profits; in this case, they must bring their agreement to the Company's attention by registered letter with a notice of receipt sent to the registered office. The Company will be required to respect the above agreement for any General Meeting held at least five days after receipt of the notice of that agreement.

Even deprived of the voting right, the bare-owner of the shares will always have the right to participate in General Meetings.

Each share entitles the holder thereof to a proportionate ownership right in the profits of the Company and in the proceeds after liquidation equal to the pro rata portion of the registered capital represented by such share.

Ownership of a share automatically entails compliance with the Company's Bylaws and with resolutions duly adopted by the General Meeting of shareholders.

Whenever it is necessary to own several shares in order to exercise any right, the owners of isolated shares or a number of shares less than the required number may exercise those rights only on the condition that they personally see to the pooling and, possibly, the purchase or sale of the necessary number of shares.

TITLE III

Company Management

Article 12 Board of Directors

The Company is managed by a Board of Directors composed of a minimum of three members and a maximum of twelve members.

The directors shall be appointed by the Ordinary General Meeting of shareholders.

Article 13 Appointment and Revocation of Directors

The directors' term of office is three (3) years. A director's duties end at the conclusion of the general meeting that approved the financial statements of the past year that is held in the current year in which the term of the said director expires.

Directors may be reappointed and they may be revoked at any time by decision of the Ordinary General Meeting of shareholders.

If a director seat becomes empty between two General Meetings, the Board of Directors may, in compliance with applicable laws and regulations, make temporary appointments. A director appointed to replace another holds the office only for the time remaining in the term of his or her predecessor.

Appointments of directors made by the Board of Directors are subject to the approval of the next Ordinary General Meeting. When there is no ratification, the rulings and the acts carried out previously by the Board still remain valid.

A person more than 70 years old cannot be appointed director if their appointment brings the number of Board members over 70 years old to more than one third.

If this limit is reached, the oldest director shall be considered as resigning at the end of the meeting of the Annual Ordinary General Meeting ruling on the financial statements of the previous year held in the current year in which this one-third limit has been reached.

Article 14 Organization and Deliberations of the Board of Directors

1) Board meetings

The Board of Directors meets as often as required in the interest of the Company.

Directors are called to attend Board meetings by the Chairman. In addition, Directors representing at least one-third of the Board members may validly call a Board meeting if no such meeting has been held for more than two months.

Meetings of the Board of Directors are held at the registered office of the Company or at any other place.

Advance notice for calling directors to the meetings of the Board of Directors is at least five (5) working days on first call and twenty-four (24) hours on second call, except, for these two cases, when the directors would all be present or represented.

The calls for meeting may be made by any means of written communication including by simple postal or electronic mail.

2) Quorum

A meeting of the Board of Directors is considered valid when at least half of its members are present.

3) Deliberations

Decisions of the Board of Directors are made on the majority of the votes of participating members, present or represented. Decisions are binding on all members of the Board of Directors, even those absent or dissenting.

4) Meeting minutes

The meetings of the Board of Directors are documented in minutes prepared in a special register that is numbered, initialled and held in the registered office of the Company, in compliance with regulatory provisions.

5) Representation

Any director may be represented by another director at a meeting of the Board by means of a written proxy.

Each director can only have, during the same meeting, one single proxy received in application of the previous sub-paragraph.

These provisions are applicable to the permanent representatives of legal persons who are directors.

6) Confidentiality

Any and all directors or any person called to the meetings of the Board are held to confidentiality with respect to the information presenting a confidential character and data considered as such by the Chairman of the Board.

Article 15 Powers of the Board of Directors – Committees

1) Powers

The Board of Directors shall determine the focuses of the activity of the Company and oversee their implementation. Subject to the powers expressly granted to shareholders' meetings and limited to the Company's purpose, the Board of Directors deliberates on all matters concerning the operation of the Company's activities and rules on all affairs over which it has authority. Decisions falling within the scope of the Board of Directors' own powers referred to in Article L.225-37 of the French Commercial Code may be taken by written consultation of the directors.

In its relations with third parties, the Company is committed even by the actions of the Board of Directors that are not within the scope of the Company's purpose, unless it can prove that the third-party knew that the action exceeded this purpose or that it could not be unaware of it in view of the circumstances, and mere publication of the Bylaws shall not be sufficient proof thereof.

The Board of Directors shall carry out the controls and verifications that it deems necessary. The Chairman or the Chief Executive Officer shall provide each director with all of the documents and information necessary to carry out their mission.

2) Committees

The Board may decide to create committees charged with studying the issues that itself or its Chairman submits to them for their examination and advisement. The Board shall determine the composition and the responsibilities of the committees that conduct their activity under its responsibility. It shall set the compensation of the people who compose them.

Article 16 Executive Management

1) Chairman of the Board of Directors

The Board of Directors shall choose from among its members a Chairman who must be a physical person, otherwise the appointment is null and void. It shall determine his or her compensation in the conditions set by law.

The Chairman shall be appointed for a term that cannot exceed that of his or her director's term. He or she may be reappointed.

The Board of Directors may revoke the Chairman at any time.

The Chairman of the Board cannot be more than 70 years old. If the Chairman reaches this age limit during his or her term as Chairman, he or she is deemed to have resigned automatically from office. The term office is extended however until the next meeting of the Board of Directors during which the successor will be appointed.

In the case of temporary unavailability or death of the Chairman, the Board of Directors may appoint a director for the functions of the Chairman.

In the case of temporary unavailability, this appointment is made for a limited amount of time. It is renewable. In the case of death, it is valid until the election of the new Chairman.

The Chairman of the Board of Directors shall organize and manage its work, which is reported to the General Meeting. It shall oversee the proper functioning of the Company's management bodies and ensures, in particular, that the directors are able to carry out their mission.

2) Executive Management

Executive management of the Company shall be assumed, under its responsibility, by the Chairman of the Board of Directors, or by another physical person appointed by the Board of Directors and bearing the title of Chief Executive Officer.

The Board must choose between the two forms of exercising executive management at all times and, at least, each time the term of Chief Executive Officer expires or that of the Chairman of the Board of Directors when he or she also assumes the executive management of the Company.

Shareholders and third parties shall be informed of this choice in the conditions defined by decree.

The final decision of the Board of Directors on the choice of the form of exercising executive management shall be carried out based on the majority of the votes of the participating members, present or represented.

When the executive management of the Company is assumed by the Chairman of the Board of Directors, the provisions in the Bylaws relating to the Chief Executive Officer are applicable to him or her.

3) Chief Executive Officer

The Chief Executive Officer is empowered with the most extensive powers to act in all circumstances in the name of the Company. He or she shall exercise those powers within the limits of the Company's purpose and subject to those expressly granted by law to shareholders' meetings and to the Board of Directors.

The Chief Executive Officer represents the Company in its relations with third parties. The Company is committed even by the actions of the Chief Executive Officer that are not part of the Company's purpose, unless the Company proves that the third party knew that the action exceeded this purpose or could not be unaware of it in view of the circumstances, and mere publication of the Bylaws shall not be sufficient proof thereof.

The provisions in the Bylaws or the decisions of the Board of Directors limiting the powers of the Chief Executive Officer are unenforceable against third parties.

The Chief Executive Officer can delegate the powers belonging to him or her by law or the Bylaws or that are delegated to him or her by the Board of Directors or the shareholders.

The Board of Directors determines the compensation of the Chief Executive Officer in the conditions set by law.

The Chief Executive Officer cannot be more than 70 years old. When a Chief Executive Officer reaches this age limit during their term of office, he or she is deemed to have resigned automatically from office. The term of office is extended however until the next meeting of the Board of Directors in which the successor will be appointed. Subject to this provision, the Chief Executive Officer may be re-appointed.

4) Delegate Chief Executive Officers

On proposal of the Chief Executive Officer, the Board of Directors may grant authority to one or more physical persons to assist the Chief Executive Officer with the title of Delegate Chief Executive Officer. The Delegate Chief Executive Officer(s) may be revoked at any time by the Board of Directors on proposal of the Chief Executive Officer.

As approved by the Chief Executive Officer, the Board will determine the extent and the duration of the powers given to the Delegate Chief Executive Officer. The Board shall determine his or her compensation in the conditions set by law.

With respect to third parties, the Delegate Chief Executive Officers have the same powers as the Chief Executive Officer; in particular the Delegate Chief Executive Officers can take part in legal proceedings.

A Delegate Chief Executive Officer cannot be more than 70 years old. When a Delegate Chief Executive Officer reaches this age, he or she is deemed to have resigned automatically from office. The term of office is extended however until the next meeting of the Board of Directors during which a new Delegate Chief Executive Officer will be appointed.

There cannot be more than five (5) Delegate Chief Executive Officers.

Article 17 Compensation of Directors

The General Meeting can allocate a fixed annual amount to the directors, as compensation for their activity. The General Meeting will determine this amount without being bound by previous decisions.

The Board of Directors shall freely distribute among its members the overall amounts allocated to the directors.

The Board of Directors may allocate exceptional compensation for missions or mandates granted to directors in the conditions specified by law.

The directors bound to the Company by an employment contract can receive compensation for said contract in the conditions specified by law.

The Board of Directors can authorize reimbursement of travel and movement fees and for expenses incurred by directors in the interest of the Company.

TITLE IV

Audits of the Company's Financial Statements

Article 18 Appointment of the Statutory Auditors – Incompatibility

One or more principal and alternate Statutory Auditors must be appointed pursuant to the current legal and regulatory provisions.

The Statutory Auditors are appointed for six (6) financial periods by the Ordinary General Meeting and their duties expire after the Ordinary General Meeting deliberating on the financial statements of the sixth financial period.

Article 19 Duties of the Statutory Auditors

The Statutory Auditors have the duties and powers granted to them by the applicable laws and regulations.

The Statutory Auditors can, at any time of the year, carry out the audits or controls that they deem necessary.

The compensation of the Statutory Auditors is determined according to procedures set by applicable regulations.

They must be invited to all shareholders' meetings as well as all meetings of the Board of Directors in which the annual or intermediate financial statements are examined or approved.

TITLE V

General Meetings

Article 20 General Meetings

General Meetings are convened and held in the conditions set by law.

When the Company wants to make a call for meeting using electronic telecommunication instead of a postal invitation, it must first obtain the agreement of the interested shareholders who will provide their electronic addresses.

Meetings will take place at the registered office or in any other place specified in the meeting invitation.

The right to participate in General Meetings is governed by current legal and regulatory provisions and, notably, is subject to the shares being registered in the name of the shareholder or the intermediary registered on his or her behalf, on the second (2^nd) business day prior to the General Meeting, at midnight (00:00) Paris time, either in the registered share accounts held by the Company, or in the bearer share accounts held by the authorized intermediary.

A shareholder who is unable to personally attend the meeting may choose one of the three following options, to:

–give a proxy to another shareholder or to their spouse, or partner with whom they have a civil solidarity pact; or

–vote by mail; or

–send a proxy to the Company without indicating a representative;

in the conditions allowed by law and regulations.

The Board of Directors can organize, in the conditions specified by applicable laws and regulations, participation and voting of shareholders at meetings by videoconferencing or by other telecommunication means that allow their

identification. If the Board of Directors decides to exercise this option for a given meeting, this decision of the Board shall be reported in the meeting notice and/or invitation. Shareholders who take part in meetings by videoconferencing or by any other telecommunication means mentioned above, depending on the choice of the Board of Directors, are deemed to be present with respect to quorum and majority.

The meetings are chaired by the Chairman of the Board of Directors, or when absent, by the Chief Executive Officer, by a Delegate Chief Executive Officer who is a director, or by a director specially appointed for this purpose by the Board. Otherwise, the Meeting itself will choose its Chairman.

The observers' duties are filled by the two members of the meeting who are present, who accept these duties and who have the greatest number of votes. The office will designate the Secretary, who may be chosen outside of the shareholders.

An attendance sheet will be kept in the conditions specified by law.

The general shareholders' meeting, whether ordinary, extraordinary or special, whether it is held on first or second convocation, validly deliberates only if the shareholders present or represented own at least 33 ^1/3 of the voting shares.

The deliberations of the Ordinary General Meeting are approved on the majority of votes cast by the shareholders present or represented.

The deliberations of the Extraordinary General Meeting are approved by a two-thirds majority of the votes cast by the shareholders present or represented.

Copies or extracts of meeting minutes are validly certified by the Chairman of the Board of Directors, by a director exercising the functions of Chief Executive Officer or by the meeting Secretary.

Ordinary and Extraordinary General Meetings exercise their respective powers in the conditions specified by law.

TITLE VI

Company Performance

Article 21 Financial Year

Each financial period lasts one year, starting on January 1 and ending on December 31.

Article 22 Profits - Legal Reserve

At least five per cent (5%) of the profits of the financial period, minus any prior losses, must be withheld and assigned to the creation of a reserve fund called the "legal reserve". This withholding no longer applies when the amount of the legal reserve reaches one-tenth of the share capital.

The distributable profit is made up of the profits of the financial period minus any prior losses and the withholding mentioned in the previous paragraph and increased by the retained earnings.

Article 23 Dividends

If the financial statements of the period, approved by the General Meeting, show the existence of a distributable profit, the General Meeting shall recognize it in one or more reserve items whose allocation or use it governs, carry it forward or distribute it in the form of dividends.

After having recognized the existence of reserves that it has at its disposal, the General Meeting may decide to distribute amounts taken from these reserves. In this case, the decision shall expressly indicate the reserve items from which these distributions shall be taken. However, the dividends shall be taken in priority from the distributable profits of the financial period.

The procedures for paying the dividends shall be set by the General Meeting or otherwise by the Board of Directors.

However, the payment of dividends must be made within a maximum time of nine (9) months after the close of the financial period.

The General Meeting deliberating on the financial statements of the financial period can give to each shareholder, for all or part of the dividend being distributed, the option of payment either in cash or in shares.

Likewise, the Ordinary General Meeting, deliberating in the conditions specified in Article L. 232-12 of the French Commercial Code, can give each shareholder a partial dividend payment and for all or part of the said partial dividend payment, the option of payment either in cash or in shares.

The offer for payment in shares, the price and the conditions for issuing the shares as well as the request for payment in shares and the conditions for carrying out the capital increase are governed by applicable laws and regulations.

When a balance sheet prepared during or at the end of the financial period and certified as compliant by the Statutory Auditor or Auditors shows that the Company, since the close of the previous financial period, after creation of the necessary amortizations and provisions and minus any prior losses as well as the amounts to place in reserves in application of the law or the Bylaws and taking into account the retained earnings, has made a profit, the Board of Directors may decide to distribute partial dividend payments before the approval of the financial statements of the period and set the amount and the date of the allocation. The amount of these partial payments cannot exceed the amount of the profit defined in this sub-paragraph. In this case, the Board of Directors cannot make use of the option described in the sub-paragraphs above.

TITLE VII

Dissolution - Liquidation

Article 24 Early Dissolution

The Extraordinary General Meeting can declare the early dissolution of the Company at any time.

Article 25 Loss of Half of the Share Capital

If, due to losses shown in the accounting documents, the shareholders' equity becomes less than half of the Company’s share capital, the Board of Directors must, within four months of the approval of the financial statements showing this loss, convene an Extraordinary General Meeting to decide whether there should be early dissolution of the Company.

If dissolution is not declared, the capital must, at the latest by the close of the second financial year following the one in which the losses were recorded, and subject to laws relating to the minimum capital of corporations, be reduced by an amount at least equal to the losses that were not charged against the reserves, if within this period the shareholders' equity has not been restored up to a value of at least half of the share capital.

If there is no General Meeting, for example, if the meeting is not able to validly deliberate, any interested party may petition the courts for the dissolution of the Company.

Article 26 Effects of the Dissolution

The Company is considered in liquidation immediately upon dissolution regardless of the cause. It remains a legal person for the purposes of liquidation until the closing of the liquidation.

Throughout the liquidation, the General Meeting holds the same powers that it had while the Company was in existence.

Shares may be traded until the closing of the liquidation.

The dissolution of the Company has no impact on third parties until the date on which it is published in the Trade and Companies Register.

Article 27 Appointment of Liquidators - Powers

Upon expiration of the duration of the Company or in the case of early dissolution, the General Meeting shall determine the procedure for liquidation and appoint one or more liquidators whose powers it will determine and who will carry out their duties pursuant to applicable laws. When the liquidators are appointed, the duties of the directors, Chairman, Chief Executive Officer and Delegate Chief Executive Officers automatically end.

Article 28 Liquidation - Closing

After settling the liabilities, the balance of the assets is firstly used to repay to shareholders the amount of the non-amortized paid-up share capital.

Any surplus is split between all the shares.

The shareholders are called to meet at the end of liquidation to rule upon the final account, on the final discharge of the management of the liquidators and the discharge of their mandate, and to record the closing of the liquidation.

The closing of the liquidation will be published in accordance with applicable laws.

TITLE VIII

Notices - Disputes

Article 29 Notices

All notices stipulated in the Bylaws will be made by certified mail with request for proof of delivery or by extra-judicial document. At the same time, a copy of the notice must be sent to its recipient by regular mail.

Article 30 Disputes

Any and all disputes that could arise during the lifetime of the Company or during its liquidation, whether between the shareholders and the Company, or between the shareholders themselves, concerning the Company business, the interpretation or the execution of the Bylaws, are subject to the jurisdiction of the competent courts.

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Document

Exhibit 10.9

Talend S.A.

2017 Employee Stock Purchase Plan (As Amended and Restated on AUGUST 4, 2020)

Section 423 Qualified Offering Document

Adopted by the Board: October 31, 2017

As Amended and Restated by the Board: August 4, 2020

(Effective with the Offering Commencing August 20, 2020)

In this document, capitalized terms not otherwise defined will have the same definitions of such terms as in the Talend S.A. 2017 Employee Stock Purchase Plan (as amended and restated on August 4, 2020), as may be amended from time to time (the “Plan”). The Offerings (current and future) established under this Offering Document are intended to meet the requirements set forth under Section 423 of the Code (i.e., a “qualified” offering).

1.Grant; Offering Date.

a.On October 30, 2019, the Board delegated Adam Meister, Chief Financial Officer of the Company (the “Authorized Officer”), the authority to act as administrator of the Plan, including the authority to authorize, amend and terminate Offerings.

b.The first Offering hereunder (the “Initial Offering”) will begin on such date as the Authorized Officer shall determine and will consist of one Purchase Period that ends on August 17, 2018. Following the Initial Offering, a new Offering will automatically begin on August 20 and February 20 thereafter over the term of the Plan and each new Offering will be approximately six months in duration. Each Offering will consist of one Purchase Period approximately six months in duration with each Offering and Purchase Period ending on February 19 and August 19 each year. Each Purchase Date will be the last day of a Purchase Period and an Offering.

c.Notwithstanding the foregoing: (i) if any Offering Date falls on a day that is not a Trading Day, then such Offering Date will instead fall on the next subsequent Trading Day, and (ii) if the last day of an Offering (and therefore the Purchase Date) falls on a day that is not a Trading Day, then such last day of the Offering (and therefore the Purchase Date) will instead fall on the immediately preceding Trading Day.

d.Prior to the commencement of any Offering, the Authorized Officer may change any or all terms of such Offering and any subsequent Offerings. The granting of Purchase Rights pursuant to each Offering hereunder will occur on each respective Offering Date unless (i) prior to such date the Authorized Officer determines that such Offering will not occur, or (ii) no ADSs remain available, as of the Offering Date, for issuance under the Plan in connection with such Offering. The Authorized Officer may also accelerate the Purchase Date of an Offering, or terminate an ongoing Offering without providing for the purchase of ADSs. If an Offering is terminated early without providing for the purchase of ADSs, each Participant will receive a refund of his or her Contributions (reduced to the extent, if any, such Contributions have been used to acquire ADSs for the Participant on any prior Purchase Date) without interest.

2.Eligible Employees.

a.Each Eligible Employee who is an employee of a Designated 423 Company, and has completed the necessary enrollment paperwork (including the enrollment form described below) by the applicable deadline, will be granted a Purchase Right on the Offering Date of such Offering. As of the date hereof, for purposes of this Offering Document, the term “Designated 423 Company” means the Related Corporations listed on Exhibit A. Additional Related Corporations may be added to the

definition of Designated 423 Company prior to any future Offering, consistent with the terms of the Plan, by the Authorized Officer.

b.Each person who first becomes an Eligible Employee during an Offering will not be granted a Purchase Right under such Offering, but will be eligible to participate in subsequent Offerings.

c.Notwithstanding the foregoing, the following Employees will not be Eligible Employees or be granted Purchase Rights under an Offering:

i.Employees who have been employed for less than one month prior to the Offering Date;

ii.Employees whose customary employment is 20 hours per week or less;

iii.Employees who individually own securities representing five percent or more of the total combined voting power or value of all classes of shares of the Company or of any Related Corporation (including ownership through unexercised and/or unvested Purchase Rights and options) as described in Section 5(b) of the Plan; or

iv.Employees residing or working in certain jurisdictions outside of the United States if, as of the Offering Date of the Offering, the grant of such Purchase Rights under this Offering document would not be in compliance with or would not be feasible given the applicable laws, regulations or requirements of any jurisdiction in which the Employee resides or is employed, as determined in the sole discretion of the Authorized Officer.

3.Purchase Rights; Purchase Limits.

a.Subject to the limitations herein and in the Plan, a Participant’s Purchase Right will permit the purchase of the number of ADSs purchasable with up to 15% of such Participant’s Earnings paid during the Offering, beginning as of the date such Participant first commences participation in that Offering. In the case of a payroll date that falls after the Purchase Date of an Offering but prior to the Offering Date of the next new Offering in which the Employee is a Participant, Earnings from such payroll will be included in the new Offering (provided the Eligible Employee continues to participate in the new Offering).

b.For Offerings hereunder, with respect to a Participant, “Earnings” means such Participant’s base salary or base wages (including the value of amounts elected to be deferred by such Participant under any 401(k) plan or other deferred compensation program or arrangement established by the Company or a Related Corporation), but excluding all other items of compensation, including but not limited to the following: overtime pay, commissions, and bonuses, all other cash remuneration paid directly to the Participant, including, without limitation, profit sharing contributions, the cost of employee benefits paid for by the Company or a Related Corporation, education or tuition reimbursements, imputed income (whether or not arising under any Company or Related Corporation group insurance or benefit program), traveling expenses, business expense reimbursements, moving expense reimbursements, housing and living allowances, income received, reported or otherwise recognized in connection with options and other equity awards, contributions made by the Company or a Related Corporation under any employee benefit plan, and other similar items of compensation.

c.However, the maximum number of ADSs that a Participant may purchase on any Purchase Date in an Offering will be such number of ADSs as has a Fair Market Value (determined as of the Offering Date for such Offering) equal to (1) $25,000 multiplied by the number of calendar years in which the Purchase Right under such Offering has been outstanding at any time, minus (2) the Fair Market Value of any other ADSs (determined as of the relevant Offering Date with respect to such ADSs) that, for purposes of the limitation of Section 423(b)(8) of the Code, are attributed to any of such calendar years in which the Purchase Right has been outstanding. In all cases, this $25,000 limit will be determined in accordance with regulations applicable under Section 423(b)(8) of the Code. In

particular, the amount in clause (2) will be determined based on (i) the number of ADSs previously purchased with respect to such calendar years pursuant to such Offering or any other Offering under the Plan, and pursuant to any other Company or Related Corporation plans intended to qualify as an employee stock purchase plan under Section 423 of the Code, and (ii) the number of ADSs subject to other Purchase Rights outstanding on the Offering Date for such Offering pursuant to the Plan and any other such Company or Related Corporation plan intended to qualify as an Employee Stock Purchase Plan.

d.The maximum number of ADSs that may be purchased on any single Purchase Date by any one Participant is 883 ADSs.

e.In all cases, the maximum aggregate number of ADSs available to be purchased by all Participants under an Offering will be the number of ADSs remaining available under the Plan on the Offering Date, rounded down to the nearest whole ADS. If the aggregate number of ADSs to be purchased upon the exercise of all outstanding Purchase Rights on a single Purchase Date under an Offering would exceed the foregoing limit, the Company will make a pro rata allocation (based on each Participant’s accumulated Contributions) on the applicable Purchase Date of the ADSs available (as of the Offering Date) in a uniform and equitable manner.

f.Any Contributions not applied to the purchase of ADSs as a result of the application of the limits set forth in this Section 3 will not roll over to the next Offering and will instead be refunded to the Participants at the end of the Offering without interest.

4.Purchase Price.

The purchase price of ADSs under an Offering will be the lesser of: (i) 85% of the Fair Market Value of such ADSs on the Offering Date, and (ii) 85% of the Fair Market Value of such ADSs on the applicable Purchase Date, in each case rounded up to the nearest whole cent per ADS.

5.Participation.

a.An Eligible Employee’s election to participate in an Offering is effective on the Offering Date. An Eligible Employee must elect his or her Contribution rate on the enrollment form provided by the Company. For the Initial Offering and for Offerings beginning on or around February 20, the completed enrollment form must be delivered to the Company during the period beginning on January 20 and ending on February 5, unless a different time is set by the Company for all Eligible Employees with respect to such Offering. For Offerings beginning on or around August 20, the completed enrollment form must be delivered to the Company during the period beginning on July 20 and ending on August 5, unless a different time is set by the Company for all Eligible Employees with respect to such Offering. Contribution rates must be expressed in whole percentages of Earnings, with a minimum percentage of 1% (except as otherwise provided herein) and a maximum percentage of 15%. Contributions may only be made through payroll deductions, unless required by applicable law.

b.A Participant may increase or decrease his or her Contribution level (including a decrease to 0%), with such change effective as of the next Offering, by delivering the required election form at least five business days (or such other period of time as determined by the Company and communicated to Participants) prior to the start of the Offering for which it is to be effective; provided however, that any decreases to 0% must be made no later than the first day of the last calendar month of the current Offering. However, the Company may determine in its sole discretion at any time, including at any time following the commencement of an Offering, that it will no longer accept Participant requests to increase Contribution levels. Any Participant who has decreased his or her Contribution level to 0% effective as of the next Offering will be withdrawn from the Plan effective as of the first day of that new Offering and may not participate until the next Offering. To participate in any subsequent Offering, a Participant must elect to participate in such Offering and submit a new enrollment form as described in Section 5(a) above.

c.A Participant may not increase his or her Contribution level during an Offering as to Contributions to be made during that Offering. A Participant may decrease (including a decrease to 0%) his or her future Contribution level no more than twice during an Offering. The Participant must deliver an election form stating the new decreased Contribution level at least five business days (or such other period of time as determined by the Company and communicated to Participants) prior to the payroll date for which it is to be effective; provided however, that any decreases to 0% must be made no later than the first day of the last calendar month of such Offering. If a Participant has decreased his or her rate of payroll deductions to 0%, the Participant will still participate in the current Offering, and his or her previous Contributions will be applied toward the purchase of ADSs on the Purchase Date. However, any Participant who has decreased her or her Contribution level to 0% will be deemed to have withdrawn effective as of the next Offering and will not be allowed to participate in the next Offering or any subsequent Offering, unless he or she elects to participate in such Offering and submits a new enrollment form as described in Section 5(a) above.

d.A Participant may withdraw from an Offering and receive a refund of his or her Contributions (reduced to the extent, if any, such Contributions have been used to acquire ADSs for the Participant on any prior Purchase Date) without interest prior to the end of the Offering; provided however, that any election to withdraw must be made no later than the first day of the last calendar month of such Offering by delivering the required form of withdrawal notice. A Participant who has withdrawn from an Offering may not again participate in that Offering, but may participate in subsequent Offerings. To participate in any subsequent Offering, a Participant must elect to participate in such Offering and submit a new enrollment form as described in Section 5(a) above.

e.Eligible Employees may not make an investment decision regarding participation in an Offering, including electing a Contribution level, until a registration statement covering the ADSs reserved under the Plan for that Offering has been filed by the Company and has become effective. The Company may establish procedures to enable the purposes of the Plan to be satisfied while complying with applicable securities laws.

f.Once an Eligible Employee affirmatively enrolls in an Offering and authorizes Contributions (including in connection with the Initial Offering), the Eligible Employee automatically will be enrolled for all subsequent Offerings at the same Contribution rate until he or she (i) elects to change his or her rate of Contributions pursuant to Sections 5(b) and 5(c) above, (ii) elects to withdraw from an Offering pursuant to Section 5(d) above, (iii) is deemed to have withdrawn pursuant to Sections 5(b) and 5(c) above, or (iv) otherwise terminates his or her participation in the Plan (including through termination of employment).

6.Purchases.

Subject to the limitations contained herein, on each Purchase Date, each Participant’s Contributions (without any increase for interest) will be applied to the purchase of whole ADSs, up to the maximum number of ADSs permitted under the Plan and the Offering.

7.Notices and Agreements.

Any notices or agreements provided for in an Offering or the Plan will be given in writing, in a form provided by the Company (including documents delivered in electronic form, if authorized by the Committee). Unless specifically provided for in the Plan or this Offering, notices and agreements will be deemed effectively given upon receipt (including documents delivered in electronic form).

8.Offering Subject to Plan.

may from time to time be promulgated and adopted pursuant to the Plan. In addition, a Participant will be bound by the terms and conditions of any enrollment form entered into by the Participant. In the event of any conflict between the provisions of an Offering and those of the Plan (including interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan), the provisions of the Plan will control.

9.Changes to Ongoing Offerings.

a.Notwithstanding anything in this Offering Document to the contrary, the Authorized Officer is entitled (i) to limit the frequency and/or number of changes in the amount withheld during an Offering, (ii) to establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, (iii) to permit Contributions in excess of the amount designated by a Participant to adjust for mistakes in the Company’s processing of properly completed Contribution elections, (iv) to establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of ADSs for each Participant properly correspond with that Participant’s Contributions, (v) to amend any outstanding Purchase Rights or clarify any ambiguities regarding the terms of any Offering to enable the Purchase Rights to qualify under and/or comply with Section 423 of the Code, and (vi) to establish other limitations or procedures as the Authorized Officer determines in its sole discretion advisable that are consistent with the Plan. The actions of the Authorized Officer pursuant to this paragraph will not be considered to alter or impair the Purchase Rights granted under this Offering as they are part of the initial terms of each Offering and the Purchase Rights granted under this Offering Document.

b.Notwithstanding anything in this Offering Document to the contrary, but subject to the terms of the Plan, if the Authorized Officer determines that the operation of an Offering and/or the terms of this Offering Document may result in unfavorable financial accounting or regulatory consequences for the Company, then the Authorized Officer may, in its discretion and, to the extent necessary or desirable, modify or amend the Offering and/or the terms of this Offering Document to reduce or eliminate such adverse accounting or regulatory consequence including, but not limited to: (1) altering the purchase price of ADSs to be acquired pursuant to rights granted under the Plan for any Offering, including an on-going Offering; (2) shortening any Offering so that the Offering ends on a new Purchase Date, including an on-going Offering; and (3) allocating ADSs. The actions of the Authorized Officer pursuant to this paragraph will not be considered to alter or impair the Purchase Rights granted under this Offering as they are part of the initial terms of each Offering and the Purchase Rights granted under this Offering Document.

10.Entire Agreement; Governing Law; Choice of Venue.

The ESPP is incorporated herein by reference. The ESPP and the Offering Document constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof, and may not be modified adversely to Participant’s interest except by means of a writing signed by the Company and the Participant. This agreement is governed by the laws of the Republic of France.

Any claim or dispute arising under the ESPP or the Offering Document shall be subject to the exclusive jurisdiction of the court competent for the place of the registered office of the Company.

11.No Advice Regarding Grant.

The Company is not providing any tax, legal, or financial advice nor is the Company making any recommendations regarding Participant’s participation in the ESPP or Participant’s acquisition or sale of the underlying ADSs. Participant’s should consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the ESPP before taking any action related to the ESPP.

12.Waiver.

Participant acknowledges that a waiver by the Company of breach of any provision of the Offering Document shall not operate or be construed as a waiver of any other provision of the Offering Document or of any subsequent breach by Participant or any other Participant.

13.Severability.

The provisions of the Offering Document are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

14.Privacy.

Participant understands that the Company and the employer may hold certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, e-mail address, date of birth, social insurance number or other identification number (e.g., resident registration number), salary, nationality, passport number, job title, any ADSs or directorships held in the Company, details of all the Purchase Rights or any other entitlement to ADSs awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the ESPP. The Company may collect such Data from the employer. Such processing of personal data implies the collection, use and transfer, in electronic or other form, of Participant’s personal data as described in this document by and among, as applicable, the employer, the Company and any other Related Corporation.

Participant understands that Data may be transferred to Solium Shareworks (or its successor) or any other third parties assisting in the implementation, administration and management of the ESPP. Participant understands that the recipients of Data may be located in the United States or elsewhere, and that the recipient’s country may have different data privacy laws and protections than Participant’s country.

EXHIBIT A

DESIGNATED COMPANIES

1.Talend, Inc.

2.Talend USA, Inc.

Document

Exhibit 10.1

TALEND

STOCK OPTION GRANT AGREEMENT

Part I

NOTICE OF STOCK OPTION GRANT

[Optionee's Name and Address]

You have been granted a total number of [__●__] [Options (the “Options”)][, corresponding to] [[__●__] Options called “Base Options”] [and] [[__●__] Options called “Performance Options”][,] to subscribe ordinary Shares of the Company, subject to the terms and conditions of the 2017 Stock Option Plan (the "Plan") and this Stock Option Grant Agreement (the "Option Agreement"). Options are governed by articles L. 225-177 and following of the French Commercial Code. They are not part of the employment agreement or of the office which has allowed the Optionee to be granted the Options. Neither do they constitute an element of the Optionee’s remuneration. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

Grant Number:

[Base Options : _________________]

[Performance Options: _________________]

Total number of Options: _________________

Date of Grant:

Vesting Commencement Date:

[Base Options: [__o__]]

[Performance Options: [__o__]]

Exercise Price per Share: EUR ______________

Total Number of Shares Granted: _________________

Total Exercise Price: EUR ______________

Type of Options: [Incentive Stock Option]

[Nonstatutory Stock Option]

Term/Expiration Date: [__o__] years – [__o__]

Where the exercise of an Option, as described under Article 9.(a) of the Plan, would lead the Company to be liable for any payment, whether due to fees, taxes or to charges of any nature whatsoever, in place of the Optionee, such Option shall be deemed duly exercised when the full payment for the Shares with respect to which the Option is exercised is executed by the Optionee and the Optionee provides the Company with either the receipt stating the payment by the Optionee of any such fee, tax or charge, as above described that would otherwise be paid by the Company upon exercise of the Option, in place of the Optionee or, the full payment, under the same conditions, of any amount due upon the exercise of the Option to be borne by the Company.

In the event that you infringe the above mentioned commitment, you shall be liable for any consequences resulting from such infringement for the Company and undertake to indemnify the Company in respect of all amounts payable by the Company in connection with such infringement.

Validity of the Options:

The Options will be valid as from the Date of Grant.

Vesting Schedule:

The Options[, depending on whether they are Base or Performance Options,] may be exercised by the Beneficiary on the basis of the following initial vesting schedule subject to the condition precedent that the Optionee shall have previously returned to the Company a copy of Part I and Part II of this Option Agreement as duly signed by him or her:

[To be adapted by the Board upon the type of Options granted]

[(i) For Base Options:]

–[insert vesting schedule]

[(ii) For Performance Options:]

–[insert vesting schedule]

The number of Options that could be exercised pursuant to the above vesting schedule will always be rounded down to the nearest full number.

If the Beneficiary fails to exercise the Options in whole or in part within the above period of ten (10) years (as may be extended to six (6) months from the death or nine (9) months from the Disability of the Optionee (except with respect to Options granted to U.S. Beneficiaries for whom the ten (10)-year period cannot be extended)), the Options will lapse automatically.

Termination Period:

Unless otherwise decided by the Board prior to their expiration, the Options may be exercised for three (3) months after termination of the Optionee's Continuous Status as a Beneficiary, to the extent the Options are exercisable at the time of termination and whether such termination is due to the Optionee or the Company’s decision.

Upon the death of the Optionee, the Options may be exercised during a period of six (6) months as provided in the Plan.

Unless otherwise decided by the Board, upon the Disability of the Optionee, the Options may be exercised during a period of nine (9) months as provided in the Plan.

Save as provided in the Plan, in no event shall the Options be exercised later than the Term/Expiration Date as provided above. Should the Options expire or become unexercisable for any reason without having been exercised in full, the unsubscribed Shares which were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan.

By his signature and the signature of the Company's representative below, the Optionee and the Company agree that the Options are granted under and governed by the terms and conditions of the Plan and this Option Agreement. The Optionee has reviewed the Plan and this Option Agreement in their entirely, has had the opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the Plan and Option Agreement. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Option Agreement. The Optionee further agrees to notify the Company upon any change in the residence address indicated below.

TALEND

STOCK OPTION GRANT AGREEMENT

Part II

TERMS AND CONDITIONS

1. Grant of Options.

1.1. The Administrator of the Company hereby grants to the Optionee named in the Notice of Grant attached as Part I of this Option Agreement (the "Optionee"), a total number of [__●__] [Options (the “Options”)][, corresponding to] [[__●__] Options called “Base Options”] [and] [[__●__] Options called “Performance Options”][,] to subscribe the number of ordinary Shares, as set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the "Exercise Price"), subject to the terms and conditions of the Plan, which is incorporated herein by reference.

In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Option Agreement, the terms and conditions of the Plan shall prevail.

If designated in the Notice of Grant as an Incentive Stock Option, this Option is intended to qualify as an Incentive Stock Option under Section 422 of the Code although the Company makes no representation as to the tax status of the Option. However, if this Option is intended to be an Incentive Stock Option, to the extent that it exceeds the U.S.$ 100,000 rule of Code Section 422(d) the excess shall be treated as a Non-Statutory Stock Option.

1.2. An Option will be valid as from the Date of Grant.

1.3. In the event of any tax liability arising on account of the Grant of the Options, the liability to pay such taxes shall be that of the Beneficiary alone. The Beneficiary shall enter into such agreements of indemnity and execute any and all documents as the Company may specify for this purpose, if so required at the time of the Grant and at any other time at the discretion of the Company, on such terms and conditions as the Company may think fit, for recovery of the tax due, from the Beneficiary.

2. Exercise of Options

by you on signature page. In the event of Optionee's death, Disability or other termination of Optionee's Continuous Status as a Beneficiary, the exercisability of an Option is governed by the applicable provisions of the Plan and this Option Agreement.

(b) Method of Exercise. An Option is exercisable by delivery of an exercise notice, in the form attached as Exhibit A hereto (or in such other form acceptable to the Administrator) (the "Exercise Notice"), comprising a share subscription form (bulletin de souscription) which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the "Exercised Shares"), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Company or its designated representative or by facsimile message to be immediately confirmed by certified mail to the Company or through an electronic platform or means of communication acceptable to the Administrator. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. An Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the proof of payment of such aggregate Exercise Price.

No Share shall be issued pursuant to the exercise of an Option unless such issuance and exercise complies with all relevant provisions of law as set out under Section 14(a) of the Plan.

Upon exercise of an Option, the Shares issued to the Optionee shall be assimilated with all other Shares of the Company and shall be entitled to dividends for the fiscal year in course during which the Option is exercised.

3. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:

(1) wire transfer with the execution of the corresponding exchange contract;

(2) check; or

(3) any combination of the foregoing methods of payment.

Where the exercise of an Option would lead the Company to be liable for any payment, whether due to fees, taxes or to charges of any nature whatsoever, in place of the Optionee, such Option shall be deemed duly exercised when (a) the full payment for the Shares with respect to which the Option is exercised is executed by the Optionee and (b) the Optionee provides the Company with either (i) the receipt stating the payment by the Optionee of any such fee, tax or charge, as above described that would otherwise be paid by the Company upon exercise of the Option, in place of the Optionee or, (ii) the full payment, under the same conditions, of any amount due upon the exercise of the Option to be borne by the Company.

The Company and its Affiliated Companies may not be held responsible in any way if the Beneficiary for any reason not attributable to the Company or any Affiliated Company was not able to exercise the Option or purchase the Shares. The payment for the purchase of the Shares shall be made by the Optionee under his/her own responsibility according to the terms and conditions set out in this Option Agreement and the Plan.

4. Non-Transferability of Option. An Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of the Optionee only by the Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

5. Term of Options. Subject to and as provided in the Plan, an Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option Agreement.

6. Entire Agreement; Governing Law; Choice of Venue. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and Optionee. This agreement is governed by the laws of the Republic of France.

Any claim or dispute arising under the Plan or this Option Agreement shall be subject to the exclusive jurisdiction of the court competent for the place of the registered office of the Company.

7. Tax Obligations. Regardless of any action the Company or Optionee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Optionee’s participation in the Plan and legally applicable to Optionee (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by Optionee is and remains Optionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. The Optionee further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Options, including the grant, vesting or exercise of an Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends or other distributions on the Shares; and (2) do not commit to structure the terms of the grant or any aspect of the Options to reduce or eliminate Optionee’s liability for Tax-Related Items or achieve any particular tax result.

Prior to any relevant taxable or tax withholding event, Optionee agrees to make appropriate arrangements with the Company and/or the Employer for satisfaction of all Tax-Related Items. In this regard, Optionee authorizes the Company and/or the Employer to satisfy any withholding obligation for Tax-Related Items by withholding from Optionee’s compensation paid to Optionee by the Company and/or Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under Applicable Laws, the Company may sell or arrange for the sale of Shares that Optionee acquires to meet the withholding obligation for Tax-Related Items. Finally, Optionee will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase of Shares that cannot be satisfied by the means previously described.

Depending on the withholding method and to the extent permitted under the Plan and Applicable Laws, the Company and/or the Employer may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding rates, including maximum rates applicable in a jurisdiction (in which case Optionee will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent amount in Shares).

If Optionee is subject to Tax-Related Items in more than one jurisdiction, Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

The Company may refuse to honor the exercise and refuse to deliver the Shares issuable upon exercise of the Options if Optionee fails to comply with Optionee’s obligations in connection with the Tax-Related Items as described in this section.

For Optionees residing and/or working outside of France, please also refer to Applicable Laws sections of your country set forth in the attached Exhibit B.

8. Nature of Grant. In accepting the grant, Optionee acknowledges that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Option Agreement;

(b) the grant of the Options is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;

(d) Optionee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with any ability of the Employer to terminate Optionee’s employment relationship;

(e) Optionee is voluntarily participating in the Plan;

(f) the Options are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of Optionee’s employment contract, if any;

(g) the Options are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;

(h) the Option grant will not be interpreted to form an employment contract with the Company, the Employer or any Affiliated Company;

(i) the future value of the underlying Shares is unknown and cannot be predicted with certainty;

(j) if the underlying Shares do not increase in value, the Options will have no value;

(k) if Optionee exercises the Options and obtains Shares, the value of those Shares acquired upon exercise may increase or decrease, even below the Exercise Price;

(l) in consideration of the grant of the Options, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Options or Shares purchased through exercise of an Option resulting from termination of Optionee’s employment the Company or the Employer (for any reason whatsoever) and Optionee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Option Agreement, Optionee shall be deemed irrevocably to have waived Optionee’s entitlement to pursue such claim; and

(m) in the event of termination of Optionee’s employment, Optionee’s right to receive the Option and vest in an Option under the Plan, if any, will terminate effective as of the date that Optionee receives notice of termination regardless of when such termination is effective; furthermore, in the event of termination of employment, Optionee’s right to exercise an Option after termination of employment, if any, will be measured by the date on which the Optionee receives notice of termination; the Company shall have the exclusive discretion to determine when Optionee has terminated for purposes of the Options. In addition, any period of notice or compensation in lieu of such notice, that is given or ought to have been given under any contract, statute, common law or civil law shall be excluded from Optionee’s period of employment for purposes of the Options.

9. No Advice Regarding Grant. The Company is not providing any tax, legal, or financial advice nor is the Company making any recommendations regarding the Optionee’s participation in the Plan or the Optionee’s acquisition or sale of the underlying Shares. The Optionee should consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

10. Data Privacy.

For Optionees in the European Union / European Economic Area / Switzerland / United Kingdom

The Optionee is hereby informed that the Company will process personal data of the Optionee for the exclusive purpose of implementing, administering and managing the Optionee’s participation in the Plan. Such processing of personal data implies the collection, use and transfer, in electronic or other form, of the Optionee’s personal data as described in this document by and among, as applicable, the Employer, the Company and any other Affiliated Company. The legal basis of such processing is the performance of the grant.

The Optionee understands that the Company and the Employer may hold certain personal information about the Optionee, including, but not limited to, the Optionee’s name, home address and telephone number, e-mail address, date of birth, social insurance number or other identification number (e.g., resident registration number), salary, nationality, passport number, job title, any shares or directorships held in the Company, details of all Options or any other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in the Optionee’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan. The Company may collect such Data from the Employer.

The Optionee understands that Data may be transferred to Solium Shareworks or any other third parties assisting, as data processors, in the implementation, administration and management of the Plan. The Optionee understands that the recipients of Data may be located in the United States or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Optionee’s country. When required for transfers of the Data to a recipient located in a country outside of the EU, the Company implements adequate legal safeguards such as appropriate contractual clauses. The Optionee understands that he or she may request a list with the names and addresses of any potential recipients of Data, as well as confirmation of the legal safeguards implemented – and a copy of the contractual clauses securing the transfer, if any – by contacting the Optionee’s local human resources representative. The Optionee authorizes the Company, Solium Shareworks and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Optionee’s participation in the Plan, including any requisite transfer of such Data to Solium Shareworks or another third party with whom the Optionee may elect to deposit any Shares received under the Plan.

The Optionee understands that Data will be held only as long as is necessary to implement, administer and manage the Optionee’s participation in the Plan. The Optionee understands that he or she may, at any time access the Data, require any necessary amendments to Data, exercise its rights to erasure and restriction, right to object, right to Data portability, by contacting the Optionee’s local human resources representative.

The processing of the Optionee’s Data is necessary for the performance of the grant. If the Optionee objects to the processing of his/her Data in relation to the grant, his or her employment status would not be affected; the only consequence of such objection is that the Company would not be able to grant the Options to the Optionee or administer or maintain the Options. Therefore, the Optionee understands that objecting to the processing may affect the Optionee’s ability to participate in the Plan. The Optionee also has the right to lodge a complaint with a supervisory authority in relation to the processing of his/her Data.

For Optionees outside the European Union / European Economic Area / Switzerland / United Kingdom

The Optionee hereby explicitly and unambiguously consents to the processing of personal data of the Optionee for the exclusive purpose of implementing, administering and managing the Optionee’s participation in the Plan. Such processing of personal data implies the collection, use and transfer, in electronic or other form, of the Optionee’s personal data as described in this document by and among, as applicable, the Employer, the Company and any other Affiliated Company. The legal basis of such processing is the Optionee's consent.

all the Options or any other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in the Optionee’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan. The Company may collect such Data from the Employer.

The Optionee understands that Data may be transferred to Solium Shareworks or any other third parties assisting in the implementation, administration and management of the Plan. The Optionee understands that the recipients of Data may be located in the United States or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Optionee’s country. The Optionee understands that he or she may request a list with the names and addresses of any potential recipients of Data by contacting the Optionee’s local human resources representative. The Optionee authorizes the Company, Solium Shareworks and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Optionee’s participation in the Plan, including any requisite transfer of such Data to Solium Shareworks or another third party with whom the Optionee may elect to deposit any Shares received under the Plan.

Further, the Optionee understands that he or she is providing the consents herein on a purely voluntary basis. If the Optionee does not consent, or if the Optionee later seeks to withdraw his or her consent, his or her employment status would not be affected; the only consequence of refusing or withdrawing consent is that the Company would not be able to grant the Options to the Optionee or administer or maintain the Options. Therefore, the Optionee understands that refusing or withdrawing the Optionee’s consent may affect the Optionee’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Optionee may contact the Optionee’s local human resources representative.

11. Country-Specific Provisions. The Options and any Shares subject to or acquired pursuant to the Options shall be subject to any special terms and conditions set forth for the Optionee’s country in Exhibit B. Moreover, if the Optionee relocates to one of the countries included in Exhibit B, the special terms and conditions for such country will apply to the Optionee to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons.

12. Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Options and any Shares subject to or acquired pursuant to the Options, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Optionee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

13. Exchange Control, Tax and/or Foreign Asset/Account Reporting. The Optionee acknowledges that there may be exchange control, tax, foreign asset and/or account reporting requirements which may affect the Optionee’s ability to acquire or hold Shares acquired under the Plan or cash received from participating in the Plan (including from any dividends or other distributions paid on Shares acquired under the Plan) in a brokerage/bank account or legal entity outside the Optionee’s country. The Optionee may be required to report such accounts, assets, the balances therein, the value thereof and/or the transactions related thereto to the tax or other authorities in the Optionee’s country. The Optionee also may be required to repatriate sale proceeds or other funds received as a result of participation in the Plan to the Optionee’s country through a designated bank or broker or within a certain time after receipt. The Optionee acknowledges that it is his or her responsibility to be compliant with such regulations.

14. Insider Trading Restrictions / Market Abuse Laws. The Optionee acknowledges that he or she may be subject to insider trading restrictions and/or market abuse laws which may affect the Optionee’s ability to acquire or sell Shares or rights to Shares (e.g., the Options) during such times as the Optionee is considered to have “insider information” regarding the Company (as defined by any applicable law). Any restriction under these laws or

regulations is separate from and in addition to any restriction that may be imposed under any applicable Company insider trading policy.

15. Electronic Delivery and Participation. The Company may, in its sole discretion, decide to deliver any documents related to the Options and participation in the Plan or future options that may be granted under the Plan by electronic means or to request Optionee’s consent to participate in the Plan by electronic means. Optionee hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.

16. Waiver. The Optionee acknowledges that a waiver by the Company of breach of any provision of this Option Agreement shall not operate or be construed as a waiver of any other provision of this Option Agreement or of any subsequent breach by the Optionee or any other optionee.

17. Severability. The provisions of this Option Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

OPTIONEE: talend

_______________________ By: _______________________

Signature

_______________________ Title: ______________________

Print Name

_______________________

Residence Address

_______________________

EXHIBIT A

TALEND

Société Anonyme having a share capital of EUR.[______]

Registered office: [______]

484 175 252 R.C.S. [___]

2017 STOCK OPTION PLAN

EXERCISE NOTICE

(Share subscription form)

TALEND

[______]

France [______________], [_]

Attention: [___________]

1. Exercise of Options. Effective as of today, __________________, __, the undersigned ("Optionee") hereby elects to subscribe _______________ (_____) ordinary shares (the "Shares") of the Common Stock of TALEND (the "Company") under and pursuant to the Company's 2017 Stock Option Plan (the "Plan") adopted by the board on April 20^th, 2017 and the Stock Option Agreement dated ___________, __ (the "Option Agreement"). The subscription price for the Shares shall be EUR. ______, as required by the Option Agreement.

2. Delivery of Payment. Optionee herewith delivers to the Company the full subscription price for the Shares.

3. Representations of Optionee. The Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

4. Rights as Shareholder. Until the issuance (as evidenced by the appropriate entry on the books of the Company) of the Shares, the Optionee shall have, as an Optionee, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, except those the Optionee may have as a shareholder of the Company. No adjustment will be made for rights in respect of which the record date is prior to the issuance date for the Shares, except as provided in Section 11 of the Plan.

5. Tax Consultation. The Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee's subscription or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the subscription or disposition of the Shares. The Optionee is not relying on the Company for any tax advice.

6. Entire Agreement; Governing Law. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan and the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and Optionee. This agreement is governed by the laws of the Republic of France.

* *

This Exercise notice is delivered in two originals one of which shall be returned

to the Optionee.

Submitted by: Accepted by:

OPTIONEE (*) TALEND

__________________________ _______________________

Signature Signature

__________________________ Its:____________________

Print Name

Address:

__________________________

(*) The signature of the Optionee must be preceded by the following manuscript mention "accepted for formal and irrevocable subscription of [__________] ordinary Shares".

EXHIBIT B

TALEND

GLOBAL STOCK OPTION GRANT AGREEMENT

COUNTRY-SPECIFIC PROVISIONS

This Appendix includes additional (or if so indicated, different) terms and conditions that govern the Options if the Optionee is in one of the countries listed herein. If the Optionee is a citizen or resident of a country (or if Optionee is considered as such for local law purposes) other than the one in which the Optionee is currently residing and/or working, or if the Optionee transfers to another country after being granted the Options, the Company will, in its discretion, determine the extent to which the terms and conditions contained herein will be applicable to the Optionee.

AUSTRALIA

Nature of Plan. The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act of 1997 (Cth) (the “Act”) applies (subject to the conditions of the Act).

Securities Law Information. If the Optionee acquires Shares under the Plan and offers the Shares for sale to a person or entity resident in Australia, the offer may be subject to disclosure requirements under Australian law. The Optionee should obtain legal advice regarding any applicable disclosure obligations before making any such offer in Australia.

CANADA

Securities Law Information. The Optionee is permitted to sell the Shares acquired under the Plan through the designated broker appointed under the Plan, if any, provided the resale of the Shares acquired under the Plan takes place outside of Canada through the facilities of a securities exchange on which the Shares are listed. The Shares are currently listed on the Nasdaq.

The following provisions will also apply to Optionees who are resident in Quebec:

Data Privacy. The following provision supplements Section 10 (Data Privacy) of the Option Agreement:

The Optionee hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or non-professional, involved in the administration and operation of the Plan. The Optionee further authorizes the Company, any Affiliated Company, as well as a third party service provider, to disclose and discuss the Plan with their advisors and to record all relevant information and keep such information in the Optionee’s employee file.

Language Consent. The parties acknowledge that it is their express wish that the Option Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Consentement Relatif à la Langue Utilisée. Les parties reconnaissent avoir expressement souhaité que la convention “Option Agreement”, ainsi que tous les documents, avis et procédures judiciaries, éxecutés, donnés ou intentés en vertu de, ou liés, directement ou indirectement à la présente convention, soient rédigés en langue anglaise.

CHINA

Exercise of Option and Method of Payment. The following provision supplements Section 2 (Exercise of Option) and Section 3 (Method of Payment) of the Option Agreement:

To facilitate compliance with exchange control restrictions in China, the Company reserves the right to (a) restrict the exercise of the Options if the exercise of the Options and the issuance of Shares cannot be done in compliance with the requirements of the State Administration of Foreign Exchange of the People's Republic of China ("SAFE"), (b) require the Optionee to pay the Exercise Price under a cashless exercise program adopted by the Company in

connection with the Plan whereby no funds are remitted out of China, and/or (c) require that the Optionee sell the Shares acquired upon exercise either immediately upon exercise, upon termination of the Optionee's Continuous Status as a Beneficiary or at such other time the Company determines to be necessary or advisable for legal or administrative reasons. If the Company requires that the Shares must be sold at a particular time, the Optionee acknowledges that the Company’s designated broker is under no obligation to arrange for the sale of Shares at any particular price.

Exchange Control Restrictions. The Optionee understands and agrees that the Optionee will be required to immediately repatriate to China the cash proceeds from the sale of Shares (and any other funds received in relation to the Options and the Plan). The Optionee further understands that the repatriation of the cash proceeds (and other funds) will need to be effected through a special exchange control account established by the Company, the Employer or any Affiliated Company, and the Optionee hereby consents and agrees that any funds related to the Options and the Plan may be transferred to such special account prior to being delivered to the Optionee.

The Optionee also understands that the Company will deliver the funds to the Optionee as soon as practicable, but there may be delays in distributing the funds to the Optionee due to exchange control considerations in China. The funds may be paid in U.S. dollars or local currency, at the Company's discretion. If the funds are paid in U.S. dollars, the Optionee understands that he or she will be required to open a U.S. Dollar bank account in China into which the funds can be deposited. If the funds are converted to local currency, the Optionee acknowledges that the Company is under no obligation to secure any particular currency conversion rate, and there may be delays in converting the funds to local currency. The Optionee will bear the risk of any currency conversion rate fluctuation between the date that the Shares are sold (or any other funds are realized) and the date the funds are distributed to the Optionee.

The Optionee agrees to comply with any requirements that may be imposed by the Company in the future to facilitate compliance with exchange control requirements.

GERMANY

No country-specific provisions.

INDIA

Method of Payment. The following provision supplements Section 3 (Method of Payment) of the Option Agreement:

To facilitate compliance with regulatory requirements in India, the Company reserves the right to require the Optionee to pay the Exercise Price under a cashless exercise program adopted by the Company in connection with the Plan whereby no funds are remitted out of India and all Shares acquired upon exercise are sold as soon as practicable after exercise. If the Company requires that the Shares acquired upon exercise are sold as soon as practicable after exercise, the Optionee acknowledges that the Company’s designated broker is under no obligation to arrange for the sale of Shares at any particular price.

Exchange Control Restrictions. Any funds received in relation to the Plan (e.g., proceeds from the sale of Shares, dividends or other distributions paid on the Shares) must be repatriated to India within such time as may be required under applicable regulations. This repatriation requirement may impact the ability of the Optionee to pay the Exercise Price via certain methods, e.g., under a cashless exercise program adopted by the Company in connection with the Plan whereby only a portion of the Shares acquired upon exercise are sold to cover the Exercise Price as this may be seen to violate the repatriation requirement. The Optionee should consult with his or her personal legal advisor to ensure compliance with any applicable requirements.

IRELAND

No country-specific provisions.

ITALY

Method of Payment. The following provision supplements Section 3 (Method of Payment) of the Option Agreement:

To facilitate compliance with regulatory requirements in Italy, the Company reserves the right to require the Optionee to pay the Exercise Price under a cashless exercise program adopted by the Company in connection with the Plan whereby no funds are remitted out of Italy and all Shares acquired upon exercise are sold as soon as practicable after exercise. If the Company requires that the Shares acquired upon exercise are sold as soon as practicable after exercise, the Optionee acknowledges that the Company’s designated broker is under no obligation to arrange for the sale of Shares at any particular price.

Plan Document Acknowledgement. The Optionee acknowledges that the Optionee has been given access to the Plan, has reviewed the Plan and this Option Agreement in their entirety and fully understands and accepts all provisions of the Plan and this Option Agreement. Further, the Optionee specifically and expressly approves the following clauses of the Option Agreement: (i) Section 2 – Exercise of Options; (ii) Section 3 - Method of Payment; (iii) Section 6 - Entire Agreement; Governing Law; Choice of Venue; (iv) Section 7 – Tax Obligations; (v) Section 12 - Imposition of Other Requirements; and (vi) Section 15 - Electronic Delivery and Participation.

JAPAN

No country-specific provisions.

NETHERLANDS

No country-specific provisions.

SINGAPORE

Securities Law Information. The grant of the Options under the Plan is being made pursuant to the “Qualifying Person” exemption” under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”) and is not made with a view to the Shares being subsequently offered for sale to any other party. The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. The Optionee should note that the Options are subject to section 257 of the SFA and the Optionee will not be able to make (i) any subsequent sale of the Shares in Singapore or (ii) any offer of such subsequent sale of the Shares subject to the Options in Singapore, unless such sale or offer is made (a) more than six months after the Date of Grant or (b) pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA (Chapter 289, 2006 Ed.).

CEO and Director Notification Information. If the Optionee is the Chief Executive Officer (“CEO”) or a director, associate director or shadow director of an Affiliated Company in Singapore (a “Singapore Entity”), the Optionee is subject to certain notification requirements under the Singapore Companies Act (to the extent such requirements are determined to be applicable to the Optionee in the case of the CEO). Among these requirements is an obligation to notify the Singapore Entity in writing when the Optionee receives an interest (e.g., Options, Shares) or disposes of an interest in the Company or any related companies. These notifications must be made within two business days of (i) acquiring or disposing of any interest in the Company or any Affiliated Company or (ii) becoming a director, associate director or shadow director (or, if applicable, the CEO) if such an interest exists at that time.

SPAIN

Nature of Grant. The following provisions supplement Section 8 (Nature of the Grant) of the Option Agreement:

By accepting the Options, the Optionee acknowledges that he or she has received a copy of the Plan.

benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Further, the Optionee understands and freely accepts that there is no guarantee that any benefit shall arise from any gratuitous and discretionary grant since the future value of the Options and the Shares is unknown and unpredictable.

Additionally, the Optionee understands that the vesting of the Options is expressly conditioned on his or her continued and active rendering of service to the Employer (or the Company or another Affiliated Company) such that if the Optionee’s employment terminates for any reason whatsoever, his or her Options will cease vesting as described in Section 9 of the Plan (except as expressly provided in Article 9 of the Plan). This will be the case, for example, even if (a) the Optionee is considered to be unfairly dismissed without good cause (i.e., subject to a “despido improcedente”); (b) the Optionee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) the Optionee terminates service due to a change of work location, duties or any other employment or contractual condition; (d) the Optionee terminates service due to the Company’s or any Affiliated Company's unilateral breach of contract; or (e) the Optionee’s employment terminates for any other reason whatsoever. Consequently, upon termination of the Optionee’s employment for any of the above reasons, the Optionee will automatically lose any rights to the Options granted to the Optionee that were unvested on the date of termination of employment and the Optionee must exercise any vested portion of the Option (if at all) within the applicable post termination exercise period, as described in Part I of the Option Agreement.

Finally, the Optionee understands that this grant would not be made to the Optionee but for the assumptions and conditions referred to herein; thus, the Optionee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of the Options shall be null and void.

Securities Law Information. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory in connection with the Options. This Option Agreement has not been nor will it be registered with the Comisión Nacional del Mercado de Valores, and does not constitute a public offering prospectus.

SWEDEN

No country-specific provisions.

SWITZERLAND

Securities Law Information. The Optionee should note that neither this document nor any other materials relating to the grant of the Options (i) constitutes a prospectus according to articles 35 et seq. of the Swiss Federal Act on Financial Services (“FinSA”), (ii) may be publicly distributed or otherwise made publicly available to any person other than an employee of the Company or any Affiliated Company, or (iii) have been or will be filed with, approved or supervised by any Swiss reviewing body according to article 51 FinSA or any Swiss regulatory authority (in particular, the Swiss Financial Market Supervisory Authority (FINMA)).

UNITED KINGDOM

Tax Obligations. The following provision supplements Section 7 (Tax Obligations) of the Option Agreement:

Without limitation to Section 7 of the Option Agreement, the Optionee agrees that the Optionee is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items as and when requested by the Company or any Affiliated Company or by Her Majesty's Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Optionee also agrees to indemnify and keep indemnified the Company and any Affiliated Company against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Optionee’s behalf.

Notwithstanding the foregoing, if the Optionee is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision will not apply. In the event that the Optionee is such a director or executive officer and the income tax is not collected from or paid by the Optionee within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the indemnification described above occurs, the amount of uncollected income tax may constitute a benefit to the Optionee on which additional income tax and national insurance contributions may be payable. The Optionee will be responsible for reporting and paying any income tax due on this additional benefit directly to the HMRC under the self-assessment regime and for paying the Company or the Employer, as applicable, for the value of any employee national insurance contributions due on this additional benefit.

UNITED STATES

Tax Obligations. The following provisions supplement Section 7 (Tax Obligations) of the Option Agreement:

Notice of Disqualifying Disposition of Incentive Stock Option. If the Optionee is a U.S. taxpayer and the Option is an Incentive Stock Option, and the Optionee makes a “disposition” (as defined in Section 424 of the Code) of all or any portion of the Shares acquired upon exercise of the Options within two (2) years from Date of Grant set out in Part I of this Option Agreement or within one (1) year after issuance of the Shares acquired upon exercise of the Options, then the Optionee shall immediately notify the Company in writing as to the occurrence of, and the price realized upon, such disposition. The Optionee understands that he or she may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee.

Section 409A of the Code. To the extent the Optionee is or becomes subject to U.S. federal income taxation, this section shall apply. Under Section 409A of the Code, an Option that was granted with a per Share exercise price that is determined by the U.S. Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the Date of Grant (a “discount option”) may be considered “deferred compensation.” An Option that is a “discount option” may result in (a) income recognition by the Optionee prior to the exercise of the Option, (b) an additional 20% federal income tax, (c) potential penalty and interest charges, and (d) additional state income, penalty and interest tax to the Optionee (collectively, “409A Penalties”). The Optionee acknowledges that the Company cannot guarantee, and has not guaranteed, that the IRS will agree, in a later examination, that the per Share Exercise Price of this Option equals or exceeds the Fair Market Value of a Share on the Date of Grant. The Optionee agrees that, if the IRS determines that the Option is a “discount option,” the Optionee shall be solely responsible for the Optionee’s costs related to such a determination, including any 409A Penalties.

* * *

Document

Exhibit 10.2

Talend

2020 Free share plan

Approved by the Board of Directors on August 4, 2020

Table of contents


1.	Implementation of the free share plan			1
2.	Definitions			1
3.	Purpose			3
4.	Beneficiaries			3
5.	Notice of the Grant of the Shares			3
6.	Vesting Period			4
	6.1.	Principle	4
	6.2.	Internal mobility	5
	6.3.	Disability	5
	6.4.	Death	5
	6.5.	Retirement	5
	6.6.	Change in Control	6
7.	Holding Period			8
	7.1	Principle	8
	7.2	Specific situations	8
8.	Characteristics of the Shares			8
9.	Delivery and holding of the Shares			9
10.	Intermediary operations			9
11.	Adjustment			10
12.	Amendment OF the 2020 Plan			10
	12.1	Principle	10
	12.2	Notice of the amendments	10
13.	Tax and social rules			10
14.	Miscellaneous			11
	14.1	Rights of Beneficiary in his or her capacity of employee or officer	11
	14.2	Term of the 2020 Plan	11
	14.3	Applicable law - Jurisdiction	11
	14.4	Provisions Applicable to Beneficiaries Located Outside of France	11

1.Implementation of the free share plan

Pursuant to a decision dated June 30^h, 2020, the combined ordinary and extraordinary general shareholders’ meeting of Talend, a French société anonyme, registered with the French Registry of commerce and companies under number 484 175 252 R.C.S. Nanterre (hereafter referred to as the "Company"), authorized the board of directors of the Company (hereafter referred to as the “Board of Directors”) to grant restricted stock units (“RSUs”) (referred to under French law as free shares) of the Company to the benefit of corporate officers or to certain categories of corporate officers of the Company who meet the conditions set forth by Article L. 225-197-1 II of the French commercial code or employees or to certain categories of employees of the Company and/or of companies or economic interest groups whose share capital or voting rights are held, directly or indirectly, by more than ten percent (10%) by the Company at the date of grant of such shares.

The Board of Directors decided on August 4, 2020, pursuant to the abovementioned authorization of the shareholders’ general meeting and after review and approval by the Compensation Committee of the Board of Directors (the “Compensation Committee”), to adopt this free share plan of the Company setting forth the conditions and criteria for the grant of such shares (hereafter referred to as the "2020 Plan").

2. Definitions

Under the 2020 Plan, the following capitalized terms and expressions used in the 2020 Plan shall have the meaning ascribe to them below:


"Beneficiaries"			means the person(s) to whom the Board of Directors decided to Grant free shares as well as, as the case may be, his or her estate.
"Bylaws"			means the bylaws of the Company as in force from time to time.
"Cause"			means the occurrence of any of the following: (i) an act of dishonesty ("déloyauté") made by the Beneficiary in connection with the Beneficiary’s responsibilities as an employee, (ii) the Beneficiary’s conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude, (iii) the Beneficiary’s violation of any federal, state, or securities law or regulation in a manner detrimental to the business of any member of the Group or of any federal, state, or securities law or regulation applicable to the business of any member of the Group, (iv) the Beneficiary’s unauthorized use or disclosure of any proprietary information or trade secrets of the Group or any other party to whom the Beneficiary owes an obligation of nondisclosure as a result of the Beneficiary’s relationship with the Group, (v) the Beneficiary’s willful and gross misconduct that is or could be materially injurious to any member of the Group; (vi) a material breach of any confidentiality agreement or invention assignment agreement between Beneficiary and any member of the Group, or (vii) the Beneficiary’s continued failure to perform the Beneficiary’s employment duties (other than a failure resulting from the Beneficiary’s “Disability”) after the Beneficiary has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that the Beneficiary has not substantially performed the Beneficiary’s duties and has failed to cure such non-performance to the Company’s satisfaction within 10 business days after receiving such notice.
"Change in Control"			means any of the following events: (i) a merger of the Company into another corporation which is not controlled by the shareholders controlling the Company immediately before the completion of the relevant merger, (ii) the sale by one or several shareholders of the Company, acting alone or in concert, to any acquirer of a number of Shares resulting in a transfer of more than fifty percent (50%) of the Shares and voting rights of the Company to said acquirer, or (iii) the sale of all or almost all assets of the Company to any acquirer which are not controlled by the Company or its shareholders.
"Change in Control Period"			means the period beginning three months prior to and ending 12 months following the Change in Control.
"Disability"			means the disability of a Beneficiary corresponding to the second or third categories set forth in article L. 341-4 of the French social security code^[1] (or any equivalent fault under applicable employment legislation). A Beneficiary shall not be considered to have incurred a Disability unless he or she furnishes proof of such impairment sufficient to comply with the above definition and satisfy the Company in its discretion
"Grant"			means the decision of the Board of Directors to grant free Shares (actions gratuites) to Beneficiary(ies) under the 2020 Plan; provided that such Grant shall constitute a right to acquire Shares for free upon expiration of their Vesting Period subject to compliance with the terms and conditions of the 2020 Plan and the Grant Notice.
"Grant Date"			means the date when the Board of Directors decided to grant free Shares (actions gratuites) under the 2020 Plan.
"Grant Notice"			means, in case of a Grant, the information notice sent by the Company to the relevant Beneficiaries in order to inform them of the Grant to them of free Shares by the Company under the 2020 Plan, as set forth in Article 5 of the 2020 Plan (including any applicable exhibits and appendices attached thereto).
"Group"			means the Company together with all its affiliated entities within the meaning of Article L. 225-197-2 of the French commercial code.
"Holding Period"			means, with respect to a free Share granted to a Beneficiary under the 2020 Plan, the period (if any) starting from its Vesting Date as set forth in such Beneficiary’s Grant Notice.
“Involuntary Termination”			means the termination of the Beneficiary’s Presence by the Company or any of the companies of the Group without “Cause” (and not by reason of the Beneficiary’s death or Disability).
"Presence"			means the presence of the Beneficiary in his or her capacity as an employee and/or corporate officer of the Company or of any of the companies of the Group.
"Shareholders’ Authorization"			means the authorization granted by the shareholders of the Company, at its meeting held on June 30^th, 2020, pursuant to its twentieth resolution, to the Board of Directors to grant free Shares.
"Shares"			means the ordinary shares issued or to be issued by the Company representing its share capital, whether any such shares are represented by American Depository Receipts (“ADRs”) or not.
"Vesting Date"			means, with respect to a free Share granted to a Beneficiary under the 2020 Plan, the date when such free Share is definitively acquired by the relevant Beneficiary as set forth in his or her Grant Notice.
"Vesting Period"			means, with respect to a free Share granted to a Beneficiary under the 2020 Plan, the period from the Grant Date to the Vesting Date as set forth in the Grant Notice of the relevant Beneficiary.

[1] Note : As at the date of adoption of this 2020 Plan by the Board of Directors, the second or third categories of disable persons set forth in article L. 341-4 of the French social security code are as follows: (i) a disable person unable to carry out any responsibilities and functions or (ii), in addition to being disable under (i) above, a disable person forced to call upon a third party in order to carry out the tasks necessary for everyday life.

3. Purpose

The purpose of the 2020 Plan is to set forth the terms and conditions for the Grant of free Shares in compliance with notably articles L. 225-197-1 et seq. of the French commercial code and the Shareholders’ Authorization.

4. Beneficiaries

Pursuant to the Shareholders’ Authorization, the Board of Directors shall (i) select the list of Beneficiaries among the officers and/or employees of the Company and/or of companies or economic interest groups whose share capital or voting rights are held, directly or indirectly, by more than ten percent (10%) by the Company at the date of grant of such shares and (ii) determine the number of free Shares granted to each of them.

The Grant may be subject, for each Beneficiary, to the agreement of the competent authorities (in particular the regulatory and market surveillance authority, the authorities competent to control foreign exchange and foreign investment or the tax authorities) of the country in which its employer has its registered office and to compliance with the applicable legal and regulatory provisions, in particular stock exchange regulations.

The Beneficiaries shall not be liable for any subscription payment to the Company.

5. Notice of the Grant of the Shares

In case of a Grant, a Grant Notice must be sent to each relevant Beneficiary by the Board of Directors (or by any delegate thereof) by registered mail (postage prepaid, return receipt requested), by electronic delivery managed by a qualified e-certification provider (prestataire de services de certification électronique) or by hand delivery with acknowledgement of receipt, together with a copy of the 2020 Plan and of the Company's articles of association, which notice shall specify, in particular, the number of Shares granted for free to the Beneficiary, their Vesting Period and, as the case may be, their Holding Period, as well as any country-specific provisions applicable to the Grant pursuant to Article 14.3 below.

The Beneficiary shall acknowledge receipt of the Grant Notice, the 2020 Plan and of the Company's articles of association. To this end, the Beneficiary shall sign (by electronic means if so decided by the Company)copies of these documents within thirty (30) days from the date of receipt, the documents being deemed to have been received by Beneficiary on the date of first delivery.

Any Beneficiary who did not expressly accept the grant within the prescribed period shall be deemed to have definitively waived them without being entitled to any compensation or indemnification from his employer, the Company or any of the Group companies.

In accordance with the provisions of article L. 225-197-1 II of the French Commercial Code, no Beneficiary holds more than 10% of the Company's share capital as at the Grant Date. In addition, no free Shares may result in the Beneficiary holding more than 10% of the Company's share capital following the transfer of ownership of the Shares.

The fact that a person may benefit from the 2020 Plan does not imply that he or she shall benefit from any other plan that may be implemented thereafter.

6. Vesting Period

6.1. Principle

Any free Share granted under the 2020 Plan shall be definitively acquired by the relevant Beneficiary upon expiration of its Vesting Period, subject to the following conditions being met on the Vesting Date (or such other date, as may be set forth in the Grant Notice):

–continued Presence of the relevant Beneficiary during the Vesting Period (or such shorter period as may be set forth in the Grant Notice) (the “Continuous Presence Condition”); provided that, unless otherwise specified in his or her Grant Notice, should the Continuous Presence Condition no longer be met during the relevant Vesting Period, the relevant Beneficiary shall definitely and irrevocably lose his or her right to acquire the relevant Shares granted to him or her on the date when such condition is no longer met; and

–as the case may be, satisfaction of performance conditions (the “Performance Conditions”) to be determined by the Board of Directors, in its sole discretion, and set forth in the Grant Notice of the relevant Beneficiary;

provided that, at any time during a Vesting Period, the Board of Directors may, in its sole discretion, decide to waive and release the relevant Beneficiary of the Continuous Presence Condition and/or, as the case may be, the Performance Conditions with respect to all or part of his or her free Shares; and

provided further that, pursuant to article L. 225-197-1 of the French commercial code, with respect to any free Share granted under the 2020 Plan: (a) the Vesting Period should be equal to at least one year and (b) the total duration of its Vesting Period and the Holding Period (if any) shall be equal to at least two years from the Grant Date (e.g., in case there is no Holding Period, the Vesting Period shall be equal to at least two years from the Grant Date).

For purposes of the Continuous Presence Condition, should the relevant Beneficiary be at the same time an employee and a corporate officer of the same company or of two or more companies of the Group, the loss of one or more but not all of these functions during a Vesting Period shall not result in the loss of the right to acquire the relevant free Shares at the end of the relevant Vesting Period.

Pursuant to Article L. 225-197-3 of the French commercial code, during a Vesting Period, the Beneficiaries hold against the Company a right to acquire the relevant free Shares granted to him or her, which right is personal and may not be transferred until the end of the relevant Vesting Period.

Prior to the completion of a Vesting Period of free Shares, the Beneficiaries do not own the relevant free Shares granted to them and, thus, are not shareholders of the Company with respect to such Shares, nor do they hold any rights attached to the existing Shares issued by the Company, including that prior to the completion of a Vesting Period of free Shares, no holder of free Shares will be entitled to receive any dividends or other distributions paid with respect to the free Shares.

6.2 Internal mobility

In the event of transfer or temporary assignment of the Beneficiary within a company of the Group during a Vesting Period, resulting in (i) the termination of the initial employment agreement or arrangement and the entering into of a new employment agreement or arrangement or of a position as corporate officer, and/or (ii) a resignation of the Beneficiary from his or her position as corporate officer and the acceptance of a new position of corporate officer or the entering into of a new employment agreement or arrangement in one of such companies, the Continuous Presence Condition of the relevant Beneficiary shall be deemed satisfied for purposes of Article 6.1 above so that the relevant Beneficiary shall retain his or her right to acquire free Shares at the end of the relevant Vesting Period.

6.3 Disability

In the event of Disability before the end of a Vesting Period, all the relevant free Shares shall be definitively acquired by the relevant Beneficiary on the date of his or her Disability, provided that such request shall be notified to the Company within six (6) months by the Beneficiary or by his or her legally authorized representative.

6.4 Death

In the event of death of a Beneficiary during a Vesting Period, the relevant free Shares shall be definitively acquired on the date of a request for acquisition (demande d'attribution des actions) notified to the Company by his or her estate; provided that such request shall be notified to the Company within six (6) months from the date of death of the relevant Beneficiary in compliance with Article L. 225-197-3 of the French commercial code.

6.5 Retirement

In the event of retirement with full benefits, as determined by local law, of a Beneficiary during a Vesting Period, the Board of Directors of the Company may decide, effective on the date of such retirement, that all or part of the conditions set forth in Article 6.1 applicable to the relevant Beneficiary pursuant to his or her Grant Notice shall be waived or deemed met for all or part of the relevant Shares granted to him or her; provided, however, that the Continuous Presence Condition of the relevant Beneficiary shall have been satisfied between the Grant Date of the relevant free Shares and the date of his or her retirement.

6.6 Change in Control

Unless otherwise provided by the Board of Directors, an agreement between a Group company and the Beneficiary or in the applicable Grant Notice, in the event of a Change in Control:

(i) Where the successor corporation or parent or subsidiary of the successor corporation does not agree to assume or substitute for any outstanding Grant, for each Grant that is not assumed or substituted for and for which the consummation of the Change in Control occurs, should the Change in Control occur before the first anniversary of the Grant Date: all the Shares shall become fully and definitely acquired by the relevant Beneficiary on the first anniversary of the Grant Date; provided that (a) the Continuous Presence Condition shall be satisfied on the first anniversary of the Grant Date, (b) if not satisfied earlier, the Performance Conditions (if any) shall be satisfied automatically as if the Performance Conditions were achieved at target levels of performance on the first anniversary of the Grant Date, and (c) the relevant Shares shall be automatically subject to a mandatory additional 1-year Holding Period starting on the first anniversary of the Grant Date.

(ii) Where the successor corporation or parent or subsidiary of the successor corporation does not agree to assume or substitute for any outstanding Grant, for each Grant that is not assumed or substituted for and for which the consummation of the Change in Control occurs, should the Change in Control occur on or after the first anniversary of the Grant Date: all the Shares shall become fully and definitely acquired by the relevant Beneficiary on the date of completion of the Change in Control (such date being the Vesting Date for purposes of this paragraph (ii)); provided that, should the date of completion date of the relevant Change in Control occur between the first and the second anniversary of the Grant Date, (a) the Continuous Presence

Condition shall be satisfied on the completion date of the Change in Control, (b) if not satisfied earlier, the Performance Conditions (if any) shall be satisfied automatically as if the Performance Conditions were achieved at target levels of performance on the completion date of the Change in Control and (c) the relevant Shares shall be, if applicable, automatically subject to a mandatory additional Holding Period starting on the completion date of the Change in Control until the second anniversary of the Grant Date.

(iii) Notwithstanding anything in Article 6.6(i) or (ii) to the contrary, and except as would otherwise result in adverse tax consequences under Section 409A of the U.S. Internal Revenue Code (“Section 409A”), at any time prior to the completion date of the Change in Control, the Board of Directors may, in its sole discretion, provide for different treatment of free Shares in connection with a Change in Control, including, without limitation, cancelling all or part of the free Shares not yet acquired and paying instead to the relevant Beneficiaries a gross indemnity equal to the number of relevant free Shares (and Performance Conditions (if any) shall be satisfied automatically as if the Performance Conditions were achieved at target levels of performance) times the price per Share paid by the acquirer in the Change in Control, subject to such conditions as the Board of Directors determines in its discretion. The Board of Directors shall not be required to treat all Grants similarly for purposes of this Article 6.6.

(iv) For the purposes of this Article 6.6, a Grant will be considered assumed or substituted if, (a) following the Change in Control, the Grant confers the right to receive, for each Free Share subject to the Grant immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) or the fair market value, as determined by the Board of Directors in good faith, of the consideration received in the Change in Control by holders of ordinary shares of the Company for each such share held on the effective date of the transaction; provided, however, that if such consideration received in the Change in Control is not solely common stock or ordinary shares of the successor corporation or its parent, the Board of Directors may, with the consent of the successor corporation, provide that the consideration to be received for each Free Share shall be solely common stock or ordinary shares of the successor corporation or its parent equal in fair market value, as determined by the Board of Directors in good faith, to the per share consideration received by holders of ordinary shares of the Company in the Change in Control; (b) any securities of the successor corporation or its parent forming part of the Grant following the Change in Control are freely tradable on a major stock exchange; and (c) the Grant otherwise remains subject to the same terms and conditions that were applicable to the Grant immediately prior to the Change in Control.

Unless a Beneficiary is a party to a contract with the Company or any member of the Group providing for more favorable benefits, where the successor corporation or parent or subsidiary of the successor corporation does agree to assume or substitute for any outstanding Grant, in the event that an Involuntary Termination of a Beneficiary occurs within the Change in Control Period, and subject to the terms of the following paragraph (a) the Continuous Presence Condition shall be satisfied on the 55^th day following such Involuntary Termination (or, if later and if necessary to satisfy any applicable Laws, the first anniversary of the Grant Date), (b) if not satisfied earlier, the Performance Conditions (if any) shall be satisfied automatically as if the Performance Conditions were achieved at target levels of performance on the 55^th day following such Involuntary Termination (or, if later and if necessary to satisfy any applicable Laws, the first anniversary of the Grant Date), and (c) to the extent necessary to satisfy any applicable laws, the relevant Shares (or any securities substituted therefor) shall be automatically subject to a mandatory additional 1-year Holding Period starting on the first anniversary of the Grant Date; provided, however, that, if, under applicable law, it is not permitted to provide for different treatment depending on the cause of termination, then the provisions set forth above in this paragraph applicable to the Involuntary Termination will apply to all cases of termination.

The receipt of the benefits set forth in the immediately preceding paragraph is subject to the Beneficiary signing and not revoking the Company’s then-standard separation agreement and release of claims (which may include an agreement not to disparage any member of the Group, non-solicit provisions, and other standard terms and conditions) (the “Release” and such requirement, the “Release Requirement”), which must become effective and irrevocable no later than the 60th day following the Beneficiary’s Involuntary Termination (the “Release Deadline”). In addition, with respect to any Beneficiary that is a U.S. taxpayer, to the extent the benefits under the preceding paragraph qualify as deferred compensation under Section 409A, they will not be provided until the Beneficiary has a “separation from service” (within the meaning of Section 409A) and if the Beneficiary is a “specified employee” within the meaning of

Section 409A, then the benefits will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which means that the Beneficiary will receive payment on the date that is six months and one day following the Beneficiary’s separation from service, or, if earlier, the Beneficiary’s death. Each benefit is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2).

7. Holding Period

7.1 Principle

During a Holding Period of free Shares, if any, the relevant Beneficiaries will be the owner of the free Shares granted under the 2020 Plan and will be shareholders of the Company. As a consequence, they will benefit from all the rights granted to shareholders of the Company.

However, the free Shares shall not be available during a Holding Period and the Beneficiaries may not transfer or pledge the Shares, by any means, or convert them into bearer form.

At the end of a Holding Period, the relevant Shares will be fully available, subject to the provisions of the following paragraph.

If and when the Company’s shares become listed on a regulated market, at the end of a Holding Period, the free Shares granted under the 2020 Plan may not be transferred during the “black-out” periods set forth in Article L. 225-197-1 of the French commercial code, i.e., as currently provided:

–within a period of thirty (30) calendar days before the disclosure of an interim financial report or an annual report that the Company is required to make public;

–by the members of the board of directors or supervisory board, by the members of the management board or performing the duties of managing director or deputy managing director and by employees having knowledge of inside information, within the meaning of Article 7 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, which has not been made public.

7.2 Specific situations

As an exception to the second paragraph of Article 7.1 above, the free Shares granted to the Beneficiaries referred to in Article 6.3 above or to the beneficiaries of a deceased Beneficiary referred to in Article 6.4 above may be freely transferred as from the date when the relevant Shares become acquired pursuant to Article 6.3 or 6.4, as applicable.

8. Characteristics of the Shares

The Shares definitively acquired shall be, at the Company’s option, new ordinary shares to be issued by the Company or existing ordinary Shares acquired by the Company.

As from its Vesting Date, an acquired Share shall be subject to all the provisions of the Bylaws.

An acquired Share shall be assimilated to existing ordinary shares of the Company and shall benefit from the same rights as from its Vesting Date.

In compliance with article L. 225-197-1, II of the French commercial code, the Board of Directors has determined that, should a Beneficiary be an officer of the Company (i.e., managing director (directeur général) or deputy managing director (directeur général délégué), the relevant Beneficiary shall keep in registered form

(nominatif pur) at least 10% of his or her free Shares until the termination of his or her functions as officer of the Company.

9. Delivery and holding of the Shares

At the end of a Vesting Period, the Company shall deliver to the Beneficiary the relevant free Shares granted under the 2020 Plan provided that the applicable conditions provided by Article 6 above are met.

If a Vesting Date is not a working day, the delivery of the Shares shall be completed the first working day following the end of the relevant Vesting Period.

The Shares that may be acquired under the 2020 Plan will be held, during the Holding Period (if any), under the registered form (nominatif pur) in an individual account opened in the name of the relevant Beneficiary at BNP Paribas Securities Services with a mention that they cannot be transferred prior to the expiration of the Holding Period (if any).

Upon request, each Beneficiary shall receive a certificate of account registration;

If and when the Company becomes listed on a regulated market , at the end of a Holding Period (or the end of a Vesting Period if there is no Holding Period), the relevant Shares will have to remain under the nominative form (nominatif pur) at BNP Paribas Securities Services until the time they are transferred to make sure that the restrictions set forth in the last paragraph of Article 7.1 above are complied with. The conversion of the Shares in another form (bearer form or nominatif administré) is not allowed under the rules of the 2020 Plan.

In the event that, as a consequence of the Grant of free Shares under the 2020 Plan, the Company or any of the companies of the Group shall be compelled to pay taxes, social costs or any other social security taxes or contributions in the name and on behalf of a Beneficiary, the Company retains the right to postpone or to forbid the delivery of the Shares on the Vesting Date until the relevant Beneficiary has paid to the Company or to the relevant company of the Group the amount corresponding to these taxes, social costs, or social security taxes or contributions.

10. Intermediary operations

In the event of an exchange of shares of the Company without payment in cash (soulte) resulting from a merger or spin-off of the Company completed in compliance with the applicable laws during a Vesting Period or a Holding Period, the parties receiving the shares of the Company in the relevant transaction shall substitute to the Company for purposes of the free Shares granted under the 2020 Plan and the terms and conditions of the 2020 Plan, including in particular the durations of the Vesting Period and of the Holding Period (if any) shall survive and apply to the rights and shares received by the Beneficiaries from the relevant receiving parties in compliance with article L. 225-197-1 III of the French commercial code.

Further, provisions of the previous paragraph shall apply mutatis mudandis in case of an exchange of shares of the Company resulting from a tender offer, a division or a grouping of shares completed during the Holding Period (if any) in compliance with applicable laws.

11. Adjustment

Should the Company proceed, during a Vesting Period, to an amortization, to a decrease of its share capital, to an amendment of the allocation of its profits among its shareholders, to a grant of free Shares to all its then existing shareholders, to a capitalization of reserves, profits or issue premiums, to a distribution of reserves or to any issue of equity securities or giving right to the allocation of equity securities including a preferential subscription right reserved to the shareholders, the maximum number of Shares granted under the 2020 Plan may be adjusted in order to take into account the impact of such operation by application, mutatis mutandis, of the adjustment provisions set forth under applicable French law to the holders of stock options (options de souscription ou d’achat d’actions).

Each Beneficiary shall be notified to the Beneficiaries by any written means, including by regular mail, fax or e-mail of the terms of the relevant adjustment and of the consequences on the free Shares granted to him or her under the 2020 Plan; provided that the additional new free Shares which would be granted to him or her as a result of such adjustment shall be governed by the 2020 Plan.

12. Amendment OF the 2020 Plan

12.1 Principle

The 2020 Plan may be amended by the Board of Directors at any time; provided that no amendment, alteration, suspension or termination of the 2020 Plan shall impair the rights of any Beneficiary without the prior written consent of the relevant Beneficiary.

In case of any amendment during a Vesting Period, the amended provisions shall apply to the Beneficiaries of the Shares effective on the date of the decision to amend the 2020 Plan taken by the Board of Directors or, if applicable, the written consent of the Beneficiary.

12.2 Notice of the amendments

Any amendment to the 2020 Plan shall be notified to the Beneficiaries by any written means, including by regular mail, fax or e-mail.

13. Tax and social rules

The Beneficiary shall bear all taxes and costs imposed on him or her under applicable laws in connection with the Grant of free Shares to him or her under the 2020 Plan and shall pay such taxes and costs when due.

Each Beneficiary shall be solely liable with respect to any filing imposed on him or her in connection with the Grant of the free Shares to him or her under the 2020 Plan.

14. Miscellaneous

14.1 Rights of Beneficiary in his or her capacity of employee or officer

Neither the 2020 Plan nor any right granted to a Beneficiary in connection with the Grant of free Shares shall confer upon such Beneficiary any right with respect to continuing the Beneficiary's employment or his term of office with the Company or any company of the Group, nor shall they interfere in any way with the Beneficiary's right or the Company's or company of the Group's right, as the case may be, to terminate or amend such employment or such term of office at any time, with or without cause.

14.2 Term of the 2020 Plan

The 2020 Plan shall have the duration necessary to fulfil the obligations set out therein.

14.3 Applicable law - Jurisdiction

This 2020 Plan and the Grant Notice are, for their validity, interpretation and execution, subject to French law. The relevant court of the registered office of the Company shall be exclusively competent to determine any claim or dispute arising in connection herewith.

The provisions of this 2020 Plan and of the Grant Notice shall be interpreted in accordance with the legislation in France.

In the event that one of the clauses is potentially or entirely deemed null and void and unwritten, the other provisions of this Plan shall continue to have full effect.

14.4 Provisions Applicable to Beneficiaries Located Outside of France

To facilitate compliance with laws and the administration of the 2020 Plan in countries outside of France, the Board of Directors may (i) establish subplans and modify the terms and conditions of, as well as the procedures and rules applicable to, Grants of free Shares to Beneficiaries residing and/or providing services outside of France and in particular locations, and (ii) take any action, before or after Grant is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals. Without limiting the generality of the foregoing, the Board of Directors may adopt rules, procedures and subplans with provisions that (A) limit or modify rights on eligibility to receive a Grant under the 2020 Plan or rights applicable upon death, disability, retirement, termination of employment and Change in Control, and (B) address the payment of income tax, social insurance contributions and payroll taxes, withholding procedures and handling of any indicia of ownership of the Shares which may vary with local requirements.

Acknowledgement of 2020 Plan

By accepting a Grant under the 2020 Plan through the Company's electronic acceptance procedure, the Beneficiary represents that he or she has been provided with a copy of the 2020 Plan which he or she has perused and acknowledges and agrees that the provisions of the 2020 Plan apply to and are enforceable against him or her.

Document

Exhibit 10.3

[Talend’s letterhead]

[Beneficiary’s name]

[Personal address] On [__●__], 20[●]

By electronic delivery

Re:

[Madam/Sir],

We are pleased to inform you (the “Beneficiary”) that, pursuant to the authorization granted by the shareholders of Talend, a French société anonyme (the “Company”) at their meeting held on June 30^th, 2020, the Company's board of directors (the “Board”), during its meeting held on [__●__], 20[●] (the “Grant Date”), has granted you a total number (the “Total Grant”) of [__●__] free shares (actions gratuites) of the Company (the “RSUs”), par value EUR 0.08 each, subject to the terms and conditions of this Grant Notice (including any applicable exhibits and appendices attached hereto) (the “Grant Notice”), the plan approved by the Board on August 4, 2020 (the “2020 Plan”), a copy of which is attached hereto, and the articles of association of the Company, a copy of which is attached hereto. Unless otherwise defined herein, capitalized terms used in this Grant Notice have the same meanings given to such terms in the 2020 Plan.

The RSUs are notably governed by articles L. 225-197-1 et seq. of the French commercial code. They are not part of the employment agreement or of the office which has allowed you to be granted the RSUs, nor do they constitute an element of your remuneration.

In compliance with the 2020 Plan and applicable French law, the acquisition of your RSUs will be effective and final (i.e., the underlying Shares will be issued to you and be your property) as they vest during the Vesting Period (as described below), unless you cease to be an employee and/or officer of the Group for any reason whatsoever during the Vesting Period and thus the Continuous Presence Condition set forth in the 2020 Plan is not met; provided, however, that the acquisition date of your RSUs may be accelerated under certain terms and conditions as set forth in the 2020 Plan or in this Grant Notice; and provided further, however, that the acquisition date of your RSUs may be accelerated in accordance with the terms of [the change of control and severance agreement between [__●__] and Beneficiary, dated [__●__] or] any other agreement approved by the Board between the Beneficiary and the Company or any company of the Group that is entered into subsequent to the Grant Date, it being specified that in any case, the duration of the acquisition period and, where applicable, the holding period may not be less than the minimum periods provided for in Article L. 225-197-1 of the French Commercial Code.

Unless otherwise elected on the election form on Appendix 1 (the “Election Form #1”), the Vesting Period of your RSUs is as follows (the “Standard Vesting Scheme”):


Vesting Period/Date			Vested RSUs
On [__●__] (“First Vesting Date”)			[__●__]
[Thereafter, [__●__]].			[__●__]

between [__●__] (the “Interim Date”) and the above First Vesting Date, the following accelerated vesting (the “Departure Vesting Scheme”) will apply to your RSUs in lieu of the above Standard Vesting Scheme:


Vesting Period			Holding Period
Vesting Date	Vested RSUs
[__●__]	[__●__]	[__●__]

provided

provided that:

i.For purposes of the Departure Vesting Scheme: (a) the term “Departure Date” shall be the date on which your Continuous Presence Condition ceases to be met (other than upon your retirement, death or Disability, or, to the extent permitted by applicable law, your termination for Cause) between the Interim Date and the First Vesting Date, and (b) the term “Accelerated Vesting Date” shall be the date that is the tenth (10^th) calendar day (or, if such day is not a business day, the next business day) following your Departure Date;

ii.In case of termination of your Presence in the Group for any reason whatsoever (other than upon your retirement, death or Disability, or, to the extent permitted by applicable law, your termination for Cause), you shall satisfy any applicable tax withholding obligations by tendering a cash payment to the Company or your Employer in accordance with Section 2(b) of Exhibit A hereto within ten (10) calendar days of your Departure Date; provided that if you fail to satisfy such obligation, the Company will refuse to deliver any Shares hereunder and you will definitively and irrevocably lose your right to acquire any of the Shares hereunder;

iii.If you timely satisfy your obligations set forth in paragraph (ii), your Vested RSUs calculated based on the above Departure Vesting Scheme shall be effectively and finally acquired on the Accelerated Vesting Date and shall be subject to a Holding Period from the Accelerated Vesting Date through the Mandatory Date. You further shall definitively and irrevocably lose your right to acquire any of your other unvested RSUs as from your Departure Date; and

iv.For the avoidance of doubt: should you have elected for the Optional Accelerated Vesting Period in the Election Form #1, the Departure Vesting Scheme will not apply to you and instead the Optional Accelerated Vesting Period in the Election Form #1 shall apply.

Further, unless you have elected for the Optional Accelerated Vesting Period in the Election Form #1, if you are terminated for Cause, to the extent permitted by applicable law:

a.should your Presence be terminated before the First Vesting Date, as defined in the Standard Vesting Scheme, you shall definitively and irrevocably lose your right to acquire any of your RSUs as from the date when your Continuous Presence Condition is no longer met;

b.should your Presence be terminated after the First Vesting Date, as defined in the Standard Vesting Scheme: (a) the above Standard Vesting Scheme (i.e., 50% upon the First Vesting Period, etc.) shall apply, and (b) in case some or part of your RSUs have not vested before the termination of your Presence, you will definitively and irrevocably lose your right to acquire the relevant Shares on the date when your Continuous Presence Condition is no longer met; and

c.none of your Vested RSUs shall be effectively and finally acquired before the First Vesting Date, as defined in the Standard Vesting Scheme.

Upon effective acquisition of your RSUs and except otherwise set forth in this Grant Notice, the 2020 Plan, the articles of association of the Company, and/or the Election Form #1, your RSUs will not be subject to an additional Holding Period.

The other terms and conditions of your RSUs are further detailed in the 2020 Plan. In addition, depending on your jurisdiction of residency and/or work, other terms and conditions may apply to your RSUs, as set out in the attached Exhibits A and B.

Moreover, if you timely complete and return the Election Form #1 in the attached Appendix 1, certain additional terms may apply to your RSUs that will supersede the provisions set forth in this Grant Notice.

In order to effect the Grant of RSUs to you, please sign and return to us via our electronic acceptance procedure no later than on [__●__] one copy of (i) this Grant Notice (together with duly executed copy of the Election Form #1, if applicable), (ii) the 2020 Plan, and (iii) the articles of association of the Company, failing which the above Grant shall be null and void as from such date.

Yours sincerely,

__________________________________

[__●__]

Acknowledgement of Grant Notice

By accepting the Grant through the Company's electronic acceptance procedure, the Beneficiary represents that he or she has perused the 2020 Plan, the articles of association of the Company and this Grant Notice (including Exhibits A and B, as well as Appendix 1, if applicable) which he or she accepts, and acknowledges that he or she is bound by this Grant Notice and the 2020 Plan as from the date of such acceptance.

Exhibit A

Grant Notice

Talend 2020 Free Share Plan

Provisions for All Beneficiaries

This Exhibit A includes additional (or if so indicated, different) terms and conditions that govern the RSUs.

1.Non-Transferability of RSUs. The RSUs may not be transferred in any manner otherwise than by will or by the laws of descent or distribution. The terms of the 2020 Plan and this Grant Notice shall be binding upon the executors, administrators, heirs, successors and assignees of the Beneficiary.

2. Tax Obligations.

a.Responsibility for Taxes. The Beneficiary acknowledges that, regardless of any action taken by the Company or, if different, the Beneficiary’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Beneficiary’s participation in the 2020 Plan and legally applicable to the Beneficiary (“Tax-Related Items”) is and remains the Beneficiary’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. The Beneficiary further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant of the RSUs, the acquisition of the Shares, the lifting of any restrictions on the Shares, the subsequent sale of the Shares acquired under the 2020 Plan and the receipt of any dividends or other distributions on the Shares, and (ii) do not commit to and are under no obligation to structure the terms of the Grant or any aspect of the RSUs to reduce or eliminate the Beneficiary’s liability for Tax-Related Items or achieve any particular tax result. The Beneficiary acknowledges and agrees that the Company may refuse to deliver the Shares or the proceeds of the sale of Shares if the Beneficiary fails to comply with the Beneficiary’s obligations in connection with the Tax-Related Items.

b.Tax Withholding. Prior to any relevant taxable or tax withholding event, as applicable, the Beneficiary agrees to make appropriate arrangements with the Company and/or the Employer for the satisfaction of all Tax-Related Items. In this regard, to the extent permissible under local law, the Beneficiary authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the withholding obligation for Tax-Related Items by one or a combination of the following:

(i) requiring the Beneficiary to tender a cash payment to the Company or the Employer in the amount of the Tax-Related Items;

(ii) withholding from the Beneficiary’s wages or other cash compensation paid to the Beneficiary by the Company or the Employer;

(iii) withholding from proceeds of the sale of Shares acquired under the 2020 Plan, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Beneficiary’s behalf pursuant to this authorization without further consent); and/or

(iv) any other method permitted under the 2020 Plan and applicable law.

The withholding obligation for Tax-Related Items with respect to RSUs acquired (if any) prior to the Mandatory Date shall be satisfied by Beneficiary tendering a cash payment to the Company or the Employer in the amount of the Tax-Related Items.

Unless the “Cash Default Withholding” box is checked on the Election Form #1, the withholding obligation for Tax-Related Items with respect to RSUs acquired on or after the First Vesting Date (as defined in the Standard Vesting Scheme) shall be satisfied through a mandatory sale arranged by the Company (on Beneficiary’s behalf pursuant to this authorization without further consent) until otherwise determined by the Board in its sole discretion.

Depending on the withholding method and to the extent permitted under the 2020 Plan and applicable law, the Company and/or the Employer may withhold or account for Tax-Related Items by considering minimum statutory withholding amounts or other applicable withholding rates, including maximum rates applicable in a jurisdiction (in which case the Beneficiary will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent amount in Shares).

If the Beneficiary is subject to Tax-Related Items in more than one jurisdiction, the Beneficiary acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

3.Nature of Grant. In accepting the Grant, the Beneficiary acknowledges, understands and agrees that:

a.the 2020 Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the 2020 Plan and this Grant Notice;

b.the Grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;

c.all decisions with respect to future RSU grants, if any, will be at the sole discretion of the Company;

d.the Beneficiary’s participation in the 2020 Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Beneficiary’s employment relationship at any time with or without cause;

e.the Beneficiary is voluntarily participating in the 2020 Plan;

f.the RSUs and the Shares subject to the RSUs, and the income and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Beneficiary’s employment contract, if any;

g.the RSUs and the Shares subject to the RSUs, and the income and value of the same, are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;

h.the RSUs and the Shares subject to the RSUs are not intended to replace any pension rights or compensation;

i.the RSU grant will not be interpreted to form an employment contract with the Company, the Employer or any affiliated entity of the Company;

j.the future value of the underlying Shares is unknown and cannot be predicted with certainty;

k.no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of the Beneficiary’s Presence (regardless of the reason for the termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Beneficiary is employed or the terms of the Beneficiary’s employment agreement, if any);

l.in the event of termination of the Beneficiary’s Presence, the Beneficiary’s right to receive all or part of his/her unvested RSUs and to acquire the relevant Shares as, if any, will terminate effective as of the date the Beneficiary receives notice of termination regardless of when such termination is effective; the Company shall have the exclusive discretion to determine when the Beneficiary’s Presence has terminated for purposes of the RSUs; any period of notice, or compensation in lieu of such notice, that is given or ought to have been given under any contract, statute, common law or civil law shall be excluded from the period of the Beneficiary’s Presence; and

m.neither the Company nor any of its affiliated entities shall be liable for any foreign exchange fluctuation between the Beneficiary’s local currency and the United States dollar or any other currency that may affect the value of the RSUs, or the value of any amount due to the Beneficiary pursuant to the RSUs or the subsequent sale of any Shares acquired under the 2020 Plan.

4.No Advice Regarding Grant. The Company is not providing any tax, legal, or financial advice nor is the Company making any recommendations regarding the Beneficiary’s participation in the 2020 Plan or the Beneficiary’s acquisition or sale of the underlying Shares. The Beneficiary should consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the 2020 Plan before taking any action related to the 2020 Plan.

5.Data Privacy.

For Beneficiaries in the European Union (“EU”) / European Economic Area (“EEA”) / Switzerland / United Kingdom

The Beneficiary is hereby informed that the Company will process personal data of the Beneficiary for the exclusive purpose of implementing, administering and managing the Beneficiary’s participation in the 2020 Plan. Such processing of personal data implies the collection, use and transfer, in electronic or other form, of the Beneficiary’s personal data as described in this document by and among, as applicable, the Employer, the Company and its affiliated entities. The legal basis of such processing is the performance of the Grant.

The Beneficiary understands that the Company and the Employer may hold certain personal information about the Beneficiary, including, but not limited to, the Beneficiary’s name, home address and telephone number, e-mail address, date of birth, social insurance number or other identification number (e.g., resident registration number), salary, nationality, passport number, job title, any shares or directorships held in the Company, details of all RSUs or any other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in the Beneficiary’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the 2020 Plan. The Company may collect such Data from the Employer.

The Beneficiary understands that Personal Data may be transferred to Solium Shareworks (or its successor) or any other third parties assisting, as data processors, in the implementation, administration and management of the 2020 Plan. The Beneficiary understands that the recipients of Data may be located in the United States or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Beneficiary’s country. When required for transfers of the Data to a recipient located in a country outside of the EU, EEA, Switzerland or the United Kingdom, the Company implements adequate legal safeguards such as appropriate contractual clauses. The Beneficiary understands that he or she may request a list with the names and addresses of any potential recipients of Data, as well as confirmation of the legal safeguards implemented – and a copy of the contractual clauses securing the transfer, if any – by contacting the Beneficiary’s local human resources representative. The Beneficiary authorizes the Company, Solium Shareworks (or its successor) and any

other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the 2020 Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Beneficiary’s participation in the 2020 Plan, including any requisite transfer of such Data to Solium Shareworks (or its successor) or another third party with whom the Beneficiary may elect to deposit any Shares received under the 2020 Plan.

The Beneficiary understands that Data will be held only as long as is necessary to implement, administer and manage the Beneficiary’s participation in the 2020 Plan. The Beneficiary understands that he or she may, at any time access the Data, require any necessary amendments to Data, exercise its rights to erasure and restriction, right to object, right to Data portability, by contacting the Beneficiary’s local human resources representative.

The processing of the Beneficiary’s Data is necessary for the performance of the Grant. If the Beneficiary objects to the processing of his/her Data in relation to the Grant, his or her employment status would not be affected; the only consequence of such objection is that the Company would not be able to grant the RSUs to the Beneficiary or administer or maintain the RSUs. Therefore, the Beneficiary understands that objecting to the processing may affect the Beneficiary’s ability to participate in the 2020 Plan. Beneficiary also has the right to lodge a complaint with a supervisory authority in relation to the processing of his Data.

For Beneficiaries outside of the EU / EEA / Switzerland / United Kingdom

The Beneficiary hereby explicitly and unambiguously consents to the processing of personal data of the Beneficiary for the exclusive purpose of implementing, administering and managing the Beneficiary’s participation in the 2020 Plan. Such processing of personal data implies the collection, use and transfer, in electronic or other form, of the Beneficiary’s personal data as described in this document by and among, as applicable, the Employer, the Company and its affiliated entities. The legal basis of such processing is the Beneficiary's consent.

The Beneficiary understands that Personal Data may be transferred to Solium Shareworks (or its successor) or any other third parties assisting in the implementation, administration and management of the 2020 Plan. The Beneficiary understands that the recipients of Data may be located in the United States or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Beneficiary’s country. The Beneficiary understands that he or she may request a list with the names and addresses of any potential recipients of Data by contacting the Beneficiary’s local human resources representative. The Beneficiary authorizes the Company, Solium Shareworks (or its successor) and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the 2020 Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Beneficiary’s participation in the 2020 Plan, including any requisite transfer of such Data to Solium Shareworks (or its successor) or another third party with whom the Beneficiary may elect to deposit any Shares received under the 2020 Plan.

her employment status would not be affected; the only consequence of refusing or withdrawing consent is that the Company would not be able to grant the RSUs to the Beneficiary or administer or maintain the RSUs. Therefore, the Beneficiary understands that refusing or withdrawing the Beneficiary’s consent may affect the Beneficiary’s ability to participate in the 2020 Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Beneficiary may contact the Beneficiary’s local human resources representative.

6.Country-Specific Provisions. The RSUs and any Shares subject to or acquired pursuant to the RSUs shall be subject to any special terms and conditions set forth for the Beneficiary’s country in Exhibit B. Moreover, if the Beneficiary relocates to one of the countries included in Exhibit B, the special terms and conditions for such country will apply to the Beneficiary to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons.

7.Imposition of Other Requirements. The Company reserves the right to impose other requirements on the RSUs and any Shares subject to or acquired upon vesting of the RSUs, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Beneficiary to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

8.Exchange Control, Tax and/or Foreign Asset/Account Reporting. The Beneficiary acknowledges that there may be exchange control, tax, foreign asset and/or account reporting requirements which may affect the Beneficiary’s ability to acquire or hold Shares acquired under the 2020 Plan or cash received from participating in the 2020 Plan (including from any dividends or other distributions paid on Shares acquired under the 2020 Plan) in a brokerage/bank account or legal entity outside the Beneficiary’s country. The Beneficiary may be required to report such accounts, assets, the balances therein, the value thereof and/or the transactions related thereto to the tax or other authorities in the Beneficiary’s country. The Beneficiary also may be required to repatriate sale proceeds or other funds received as a result of participation in the 2020 Plan to the Beneficiary’s country through a designated bank or broker or within a certain time after receipt. The Beneficiary acknowledges that it is his or her responsibility to be compliant with such regulations.

9.Insider Trading Restrictions / Market Abuse Laws. The Beneficiary acknowledges that he or she may be subject to insider trading restrictions and/or market abuse laws which may affect the Beneficiary’s ability to acquire or sell Shares or rights to Shares (e.g., the RSUs) during such times as the Beneficiary is considered to have “insider information” regarding the Company (as defined by any applicable law). Any restriction under these laws or regulations is separate from and in addition to any restriction that may be imposed under any applicable Company insider trading policy.

10.Electronic Delivery and Participation. The Company may, in its sole discretion, decide to deliver any documents related to the RSUs and participation in the 2020 Plan by electronic means or to request the Beneficiary’s consent to participate in the 2020 Plan by electronic means. The Beneficiary hereby consents to receive such documents by electronic delivery and agrees to participate in the 2020 Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.

11.Language. If the Beneficiary is employed by an affiliated entity rather than the Company, the Grant Notice, as well as the 2020 Plan and any other documents related to the RSUs, will be provided in English. The Beneficiary acknowledges that he or she is sufficiently proficient in English, or has consulted with an advisor who is sufficiently proficient in English, so as to allow the Beneficiary to understand the terms and conditions of the Grant Notice, the 2020 Plan or any other documents related to the RSUs. If the Beneficiary received the Grant Notice, the 2020 Plan or any other documents related to the RSUs translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.

12.Waiver. The Beneficiary acknowledges that a waiver by the Company of breach of any provision of this Grant Notice shall not operate or be construed as a waiver of any other provision of this Grant Notice or of any subsequent breach by the Beneficiary or any other Beneficiary.

13.Entire Agreement. The 2020 Plan is incorporated herein by reference. The 2020 Plan and this Grant Notice constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Beneficiary with respect to the subject matter hereof, and may not be modified adversely to the Beneficiary’s interest except by means of a writing signed by the Company and the Beneficiary.

14.Governing Law; Venue. This Grant Notice is governed by the laws of the Republic of France. Any claim or dispute arising under the 2020 Plan or this Grant Notice shall be subject to the exclusive jurisdiction of the court competent for the place of the registered office of the Company.

15.U.S. Taxpayers. The following provisions apply if the Beneficiary is subject to taxation in the United States without regard to the country of residence of the Beneficiary.

a.The Shares that become definitively acquired (vest) pursuant to Article 6 of the 2020 Plan shall be issued to the Beneficiary upon the date they become definitely acquired (vest) and in any event no later than 45 days thereafter. Nothing in the foregoing shall prevent the Holding Period from applying to the Shares that are issued to the Beneficiary or shall otherwise contravene any provisions contained in Article 7.

b.It is intended that the RSUs are exempt from or compliant with Section 409A of the U.S. Internal Revenue Code (together with any U.S. Department of Treasury Regulations promulgated and other interpretive guidance issued thereunder, including, without limitation, any such regulations or other guidance that may be issued after the date hereof and any proposed regulations on which taxpayers may rely) (“Section 409A”), and the 2020 Plan and this Grant Notice shall be interpreted, construed and operated to reflect such intent. However, notwithstanding any other provision of the 2020 Plan or this Grant Notice, the Board shall have the right in its sole discretion (without any obligation to do so) to adopt such amendments to the 2020 Plan and/or this Grant Notice, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as it determines are necessary or appropriate for the RSUs to comply with the requirements of Section 409A. The Company does not make any representation to the Beneficiary or any other party that the RSUs satisfy the requirements of Section 409A and will have no liability or other obligation to indemnify or hold harmless the Beneficiary or any other party for any tax, additional tax, interest or penalties that the Beneficiary or any other party may incur in the event that any provision of the 2020 Plan and/or this Grant Notice, or any amendment or modification thereof or any other action taken with respect thereto, is deemed to violate any of the requirements of Section 409A.

Exhibit B

Grant Notice

Talend 2020 Free Share Plan

Country-Specific Provisions for Beneficiaries Outside of France

This Exhibit B includes additional (or if so indicated, different) terms and conditions that govern the RSUs if the Beneficiary is in one of the countries listed herein. If the Beneficiary is a citizen or resident of a country (or if the Beneficiary is considered as such for local law purposes) other than the one in which the Beneficiary is currently residing and/or working, or if the Beneficiary transfers to another country after being granted the RSUs, the Company will, in its discretion, determine the extent to which the terms and conditions contained herein will be applicable to the Beneficiary.

AUSTRALIA

Offer Document. The Company is pleased to provide the Beneficiary with this offer to participate in the 2020 Plan. This offer document sets out information regarding the Grant of RSUs to Australian resident Beneficiaries of the Company and its affiliates. The offer is provided by the Company to ensure compliance of the 2020 Plan with the Australian Securities and Investments Commission (“ASIC”) Class Order 14/1000 and the relevant provisions of the Corporations Act 2001.

In addition to the information set out in this Grant Notice, the Beneficiary is also being provided copies of the following documents:

(a) the 2020 Plan;

(b) 2020 Plan Prospectus; and

(collectively, the “Additional Documents”).

The Additional Documents provide further information to help the Beneficiary make an informed investment decision about participating in the 2020 Plan. Neither the 2020 Plan nor any of the Additional Documents is a prospectus for the purpose of the Corporations Act 2001.

The Beneficiary should not rely upon any oral statements made in relation to this offer. The Beneficiary should rely only upon the statements contained in the Grant Notice and the Additional Documents when considering participation in the 2020 Plan.

Nature of Plan. The 2020 Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to conditions in the Act).

Securities Law Notification. Investment in Shares involves a degree of risk. Beneficiaries who elect to participate in the 2020 Plan should monitor their participation and consider all risk factors relevant to the acquisition of Shares under the 2020 Plan as set out in the Grant Notice and the Additional Documents.

The information contained in this offer is general information only. It is not advice or information that takes into account Beneficiary’s objectives, financial situation and needs.

The Beneficiary should consider obtaining his or her own financial product advice from an independent person who is licensed by ASIC to give advice about participation in the 2020 Plan.

Additional Risk Factors for Australian Residents. Beneficiaries should have regard to risk factors relevant to investment in securities generally and, in particular, to the holding of Shares. For example, the price at which Shares are quoted may increase or decrease due to a number of factors. There is no guarantee that the price of the Shares will increase. Factors which may affect the price of Shares include fluctuations in the domestic and international market for listed shares, general economic conditions, including interest rates, inflation rates, commodity and oil prices, changes to government fiscal, monetary or regulatory policies, legislation or regulation, the nature of the markets in which the Company operates and general operational and business risks.

In addition, Beneficiaries should be aware that the Australian dollar value of any Shares acquired under the 2020 Plan will be affected by the Australian dollar / United States dollar exchange rate. Participation in the 2020 Plan involves certain risks related to fluctuations in this rate of exchange.

Information about the Shares. The offer of the RSUs relates to American Depository Receipts (“ADRs”) which evidence American Depository Shares (“ADSs”). Each ADR represents a beneficial interest in one ordinary share of the Company. ADS holders are not treated as shareholders and do not have shareholder rights. The depositary, JPMorgan Chase Bank, N.A., is the holder of the ordinary shares underlying the ADSs.

A holder of an ADS may exercise voting rights with respect to the ordinary shares represented by the ADSs only in accordance with the provisions of the deposit agreement and not as a direct shareholder. ADS holders are entitled to give the depositary instructions as to how to vote the underlying ordinary shares.

Dividends may only be distributed from our distributable profits, plus any amounts held in our available reserves, which are those reserves other than the legal and statutory reserves and revaluation surplus. ADS holders may be unable to participate in our rights offerings or to elect to receive dividends in shares. However, the Company does not currently pay dividends and does not intend to pay dividends.

The ADRs are traded on the Nasdaq Global Market (“Nasdaq”) in the United States of America under the symbol “TLND”.

Ascertaining the Market Price of Shares. Beneficiaries may ascertain the current market price of the Shares traded on the Nasdaq at www.nasdaq.com under symbol “TLND”. The Australian dollar equivalent of that price can be obtained at: http://www.rba.gov.au/statistics/frequency/exchange-rates.html.

This will not be a prediction of what the market price per Share or the applicable exchange rate will be when the Shares are issued.

CANADA

Securities Law Notification. The Beneficiary is permitted to sell the Shares acquired under the 2020 Plan through the designated broker appointed under the 2020 Plan, if any, provided the re-sale of the Shares acquired under the 2020 Plan takes place outside of Canada through the facilities of a securities exchange on which the Shares are listed. The Shares are currently listed on the Nasdaq.

The following provisions will also apply to Beneficiaries who are resident in Quebec:

Data Privacy. The following provision supplements Section 5 (Data Privacy) of Exhibit A to the Grant Notice:

The Beneficiary hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or non-professional, involved in the administration and operation of the 2020 Plan. The Beneficiary further authorizes the Company, any of its affiliated entities, as well as a third-party service provider, to disclose and discuss the 2020 Plan with their advisors and to record all relevant information and keep such information in Beneficiary’s employee file.

Language Consent. The parties acknowledge that it is their express wish that the Grant Notice, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Consentement Relatif à la Langue Utilisée. Les parties reconnaissent avoir expressement souhaité que la convention “Grant Notice”, ainsi que tous les documents, avis et procédures judiciaries, éxecutés, donnés ou intentés en vertu de, ou liés, directement ou indirectement à la présente convention, soient rédigés en langue anglaise.

CHINA

The following provision shall apply to Beneficiaries who are subject to exchange control restrictions in the People's Republic of China ("PRC"), as determined by the Company in its sole discretion.

Exchange Control Restrictions. The Beneficiary understands and agrees that the RSUs and participation in the 2020 Plan are subject to any requirements imposed by the PRC State Administration of Foreign Exchange ("SAFE") and no Shares will be issued and no funds related to the RSUs and the 2020 Plan will paid to the Beneficiary unless the Company has determined that such issuance and payment can be made in compliance with any such requirements, without any liability to the Company or any of its affiliates.

The Beneficiary understands and agrees that the Company may require that any Shares acquired upon vesting of the RSUs be sold (i) immediately upon acquisition, (ii) following termination of the Beneficiary's employment, or (iii) within such other time frame as the Company determines to be necessary or advisable for legal or administrative reasons. The Beneficiary further agrees that the Company is authorized to instruct its designated broker to assist with the sale of such Shares (on the Beneficiary's behalf pursuant to this authorization) and the Beneficiary expressly authorizes the Company’s designated broker to complete the sale of such Shares. The Beneficiary acknowledges that the Company’s designated broker is under no obligation to arrange for the sale of Shares at any particular price. Upon the sale of Shares, the Company agrees to pay to the Beneficiary any cash proceeds from the sale of Shares, less any brokerage fees or commissions and subject to any obligation to satisfy Tax-Related Items.

The Beneficiary understands and agrees that the Beneficiary will be required to immediately repatriate to China the cash proceeds from the sale of Shares (and any other funds received in relation to the RSUs and the 2020 Plan). The Beneficiary further understands that the repatriation of the cash proceeds (and other funds) will need to be effected through a special exchange control account established by the Company, the Employer or any affiliated entity of the Company, and the Beneficiary hereby consents and agrees that any funds related to the RSUs and the 2020 Plan may be transferred to such special account prior to being delivered to the Beneficiary. The Beneficiary also understands that the Company will deliver the funds to the Beneficiary as soon as practicable, but there may be delays in distributing the funds to the Beneficiary due to exchange control considerations in China. The funds may be paid in U.S. dollars or local currency, at the Company's discretion. If the funds are paid in U.S. dollars, the Beneficiary understands that he or she will be required to open a U.S. Dollar bank account in China into which the funds can be deposited. If the funds are converted to local currency, the Beneficiary acknowledges that the Company is under no obligation to secure any particular currency conversion rate, and there may be delays in converting the funds to local currency. The Beneficiary will bear the risk of any currency conversion rate fluctuation between the date that the Shares are sold (or any other funds are realized) and the date the funds are distributed to the Beneficiary.

The Beneficiary agrees to comply with any requirements that may be imposed by the Company in the future to facilitate compliance with exchange control requirements.

DENMARK

Employer Statement. The Beneficiary acknowledges that he or she has received an Employer Statement in Danish which sets forth certain prescribed information regarding the RSUs.

GERMANY

No country-specific provisions.

INDIA

No country-specific provisions.

IRELAND

No country-specific provisions.

ITALY

Plan Document Acknowledgement. The Beneficiary acknowledges that the Beneficiary has been given access to the 2020 Plan, has reviewed the 2020 Plan and the Grant Notice in their entirety and fully understands and accepts all provisions of the 2020 Plan and the Grant Notice. Further the Beneficiary specifically and expressly approves the following clauses of Exhibit A to the Grant Notice: Section 2 - Tax Obligations; Section 7 - Imposition of Other Requirements; Section 10 - Electronic Delivery and Participation; Section 14 - Governing Law; Venue.

JAPAN

No country-specific provisions.

NETHERLANDS

No country-specific provisions.

SINGAPORE

Securities Law Notification. The grant of the RSUs under the 2020 Plan is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”) and is not made with a view to the Shares being subsequently offered for sale to any other party. The 2020 Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. The Beneficiary should note that the RSUs are subject to section 257 of the SFA and the Beneficiary will not be able to make (i) any subsequent sale of the Shares in Singapore or (ii) any offer of such subsequent sale of the Shares subject to the RSUs in Singapore, unless such sale or offer is made (a) more than six months after the date of Grant or (b) pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA (Chapter 289, 2006 Ed.).

CEO and Director Notification Information. If the Beneficiary is the Chief Executive Officer (“CEO”) or a director, associate director or shadow director of an affiliated entity of the Company in Singapore (a “Singapore Entity”), the Beneficiary is subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Singapore Entity in writing when the Beneficiary receives an interest (e.g., RSUs, Shares) or disposes of an interest in the Company or any related companies. These notifications must be made within two business days of (i) acquiring or disposing of any interest in the Company or any of its affiliated entities or (ii) becoming the CEO or a director, associate director or shadow director if such an interest exists at that time.

SPAIN

Nature of Grant. The following provision supplements Section 3 (Nature of Grant) of Exhibit A to the Grant Notice:

By accepting the RSUs, the Beneficiary acknowledges that her or she has received a copy of the 2020 Plan.

The Beneficiary further acknowledges, understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant RSUs under the 2020 Plan to employees of the Company and its affiliated entities throughout the world. The decision to grant the RSUs is a limited decision that is entered into upon the express assumption and condition that any Grant will not economically or otherwise bind the Company or any of its affiliated entities on an ongoing basis other than as set forth in this Grant Notice. Consequently, the Beneficiary understands that any Grant is given on the assumption and condition that it shall not become a part of any employment contract

(either with the Company or any of its affiliated entities) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Further, the Beneficiary understands and freely accepts that there is no guarantee that any benefit shall arise from any gratuitous and discretionary grant since the future value of the RSUs and the Shares is unknown and unpredictable.

Additionally, the Beneficiary understands that the right to acquire the Shares subject to the RSUs is expressly conditioned on his or her continued and active rendering of service to the Employer (or the Company or an affiliated entity) such that if the Beneficiary’s employment terminates for any reason whatsoever (except as expressly provided in Article 6 of the 2020 Plan), the Beneficiary will definitely and irrevocably lose his or her right to acquire the relevant Shares as described in the 2020 Plan. This will be the case, for example, even if (a) the Beneficiary is considered to be unfairly dismissed without good cause (i.e., subject to a “despido improcedente”); (b) the Beneficiary is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) the Beneficiary terminates service due to a change of work location, duties or any other employment or contractual condition; (d) the Beneficiary terminates service due to the Company’s or any of its affiliated entity’s unilateral breach of contract; or (e) the Beneficiary’s employment terminates for any other reason whatsoever. Consequently, upon termination of the Beneficiary’s employment for any of the above reasons, the Beneficiary will automatically lose the right to any Shares that have not been definitively acquired by the Beneficiary prior to the date of termination of employment.

Finally, the Beneficiary understands that this Grant would not be made to the Beneficiary but for the assumptions and conditions referred to herein; thus, the Beneficiary acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any Grant of RSUs shall be null and void.

Securities Law Notification. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory in connection with the RSUs. This Grant Notice has not been nor will it be registered with the Comisión Nacional del Mercado de Valores, and does not constitute a public offering prospectus.

SWITZERLAND

Securities Law Notification. The Beneficiary should note that neither this document nor any other materials relating to the grant of the RSUs (i) constitutes a prospectus according to articles 35 et seq. of the Swiss Federal Act on Financial Services (“FinSA”), (ii) may be publicly distributed or otherwise made publicly available to any person other than an employee of the Company or any affiliated entity, or (iii) have been or will be filed with, approved or supervised by any Swiss reviewing body according to article 51 FinSA or any Swiss regulatory authority (in particular, the Swiss Financial Market Supervisory Authority (FINMA)).

UNITED KINGDOM

Tax Obligations. The following provision supplements Section 2 (Tax Obligations) of Exhibit A to the Grant Notice:

Without limitation to Section 2 of Exhibit A, the Beneficiary agrees that the Beneficiary is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items as and when requested by the Company or any affiliated entity or by Her Majesty's Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Beneficiary also agrees to indemnify and keep indemnified the Company and any affiliated entity against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Beneficiary’s behalf.

Notwithstanding the foregoing, if the Beneficiary is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision will not apply. In the event that the Beneficiary is such a director or executive officer and the income tax is not collected from or paid by the Beneficiary within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the indemnification described above occurs, the amount of uncollected income tax may constitute a benefit to the Beneficiary on which additional income tax and national insurance contributions may be payable. The Beneficiary will be responsible for reporting and paying any income tax due on this additional benefit directly to the HMRC under

the self-assessment regime and for paying the Company or the Employer, as applicable, for the value of any employee national insurance contributions due on this additional benefit.

Section 431 Election. The Beneficiary acknowledges and agrees that if requested by the Company or the Employer, the Beneficiary will enter into, jointly with the Employer, the joint election within Section 431 of the U.K. Income Tax (Earnings and Pensions) Act 2003 (“ITEPA 2003”) in respect of computing any tax charge on the acquisitions of “restricted securities” (as defined in Sections 423 and 424 of ITEPA 2003), and the Beneficiary will not revoke such election at any time. If applicable, this election will be to treat the Shares as if they were not restricted securities (for U.K. tax purposes only).

UNITED STATES

No additional country-specific provisions.

Appendix 1

Grant Notice

Talend 2020 Free Share Plan

Election Form #1

I am completing this election form (the “Election Form #1”) in connection with the receipt of the free shares (actions gratuites) of the Company (the “RSUs”) that are the subject of the grant notice dated _________ __________ (the “Grant Notice”) and electing to designate one or both of the following:

•The Vesting Period that applies to my RSUs; and/or

•The default method for satisfying the Tax Related Items for the Shares I acquire under the RSUs

•

Optional Accelerated Vesting Period

☐ By checking this box, I hereby elect for the following Vesting Period (the “Optional Accelerated Vesting Period”) to apply to the RSUs in lieu of the Standard Vesting Scheme set forth in my Grant Notice.


Vesting Date/Period	Vested RSUs	Holding Period
[__●__]	[__●__]	[__●__]
[__●__]	[__●__]	[__●__]

Acknowledgements

By checking the box immediately above, I acknowledge and agree to the following:

1.For any RSUs that I acquire before the Mandatory Date, I agree to satisfy any applicable withholding obligation of any related Tax-Related Items by tendering a cash payment to the Company or the Employer in the amount of the Tax-Related Items in advance of such vesting date. If I fail to make the appropriate arrangements for the payment of any Tax-Related Items when any of these RSUs otherwise are supposed to vest or Tax-Related Items related to RSUs otherwise are due, to the extent permissible under applicable law, the Company may refuse to deliver the Shares or the proceeds of the sale of Shares.

2.The acquisition date of my RSUs may be accelerated under certain terms and conditions as set forth in the 2020 Plan, or in accordance with the terms of certain Company policies affecting me and/or agreements between any member of the Group and me, including, without limitation, any change of control and severance agreement between any member of the Group and me.

3.Any Shares that vest before the Mandatory Date pursuant to the Vesting Period above shall be subject to an additional mandatory Holding Period starting on the relevant Vesting Date and expiring on the Mandatory Date. During the Holding Period, I agree and acknowledge that I will not have the ability to dispose of the Shares prior to expiration of the Holding Period to cover the cost of such Tax-Related Items or any other tax obligations associated with the RSUs I acquire prior to the expiration of the Holding Period.

4.My election on this Election Form #1 with respect to the Vesting Period is irrevocable with respect to the RSUs. A new separate Election Form #1 must be submitted with respect to any future grant of restricted stock units.

5.I understand that I may, if I choose, check the box under the “Optional Accelerated Vesting Period” without checking the box under the “Default Tax Withholding Mechanism.”

Default Tax Withholding Mechanism

tendering a cash payment to the Company or the Employer in the amount of the Tax-Related Items in advance of such date (the “Cash Default Withholding”).

Acknowledgements

By checking the box immediately above, I acknowledge and agree to the following:

1.Except as otherwise restricted by applicable law, my election of the Cash Default Withholding is irrevocable with respect to the RSUs unless and until otherwise approved by the Board. A new separate Election Form #1 must be submitted with respect to any future grant of restricted stock units.

2.If I fail to make the appropriate arrangements for the payment of any Tax-Related Items via the Cash Default Withholding when the RSUs otherwise are supposed to vest or Tax-Related Items related to RSUs otherwise are due, to the extent permissible under applicable law, the Company may refuse to deliver the Shares or the proceeds of the sale of Shares.

3.I understand that I may, if I choose, check the box under the “Default Tax Withholding Mechanism” without checking the box under the “Optional Accelerated Vesting Period.”

I have received the Grant Notice, the 2020 Plan, and the articles of association of the Company. I have carefully read, understand and agree to be bound by all of the terms and conditions of the Grant Notice, the 2020 Plan, and the articles of association of the Company. The Company has advised me to consult my legal, accountant and/or financial advisor before making any decision about the Election Form #1.

Nothing herein will be construed as a right to my continued employment or service with the Company or any affiliated entity of the Company for any period and my employment or service may be terminated at any time by me or the Company or my Employer, with or without cause or notice, subject to the provisions of applicable law.

Unless this form is timely completed properly and returned to the Company by [__●__], the RSUs will be granted and issued subject to the terms of the Grant Notice, the 2020 Plan, and the articles of association of the Company, and this Election Form #1 will have no impact.

Capitalized terms used herein will have the meaning ascribed to them in the Grant Notice or the 2020 Plan (as defined in the Grant Notice), unless otherwise defined herein.

If you have any questions regarding this Election Form #1, please contact Aaron Ross, General Counsel, by email at aross@talend.com.

BENEFICIARY COMPANY

Signature By

Print Name Print Name

Date Title

Document

Exhibit 10.4

[Talend’s letterhead]

[Beneficiary’s name]

[Personal address] On [__●__], 20[●]

By electronic delivery

Re:

[Madam/Sir],

We are pleased to inform you (the “Beneficiary”) that, pursuant to the authorization granted by the shareholders of Talend, a French société anonyme (the “Company”) at their meeting held on June 30^th, 2020, the Company's board of directors (the “Board”), during its meeting held on [__●__], 20[●] (the “Grant Date”), has granted you a total number of [__●__] free shares (actions gratuites) of the Company (the “RSUs”), par value EUR 0.08 each, subject to the terms and conditions of this Grant Notice (including any applicable exhibits and appendices attached hereto) (the “Grant Notice”), the plan approved by the Board on August 4, 2020 (the “2020 Plan”), a copy of which is attached hereto, and the articles of association of the Company, a copy of which is attached hereto. Unless otherwise defined herein, capitalized terms used in this Grant Notice have the same meanings given to such terms in the 2020 Plan.

In compliance with the 2020 Plan and applicable French law, you will be entitled to acquire effectively and finally all or part of your RSUs (i.e., the underlying shares will be issued to you and be your property) upon the relevant Vesting Date below (the “Standard Vesting Scheme”) subject to the following calendar and performance conditions, and further subject to any election you make on the election form attached as Appendix 1 (the “Election Form #1”):

[INSERT VESTING SCHEDULE]

provided that the “Number of Vested Shares” means the number of RSUs which you effectively will be entitled to acquire on the applicable Vesting Date, calculated as follows:

Number of Vested Shares = X% x NFS

where:

a.“NFS” is equal to the total number of RSUs granted to you, i.e., [__●__] RSUs;

b.“X%” shall be equal to:

[INSERT PERFORMANCE METRICS]

provided further that:

–should the Number of Vested Shares have decimals, such number shall be rounded down to the nearest whole number;

–for purposes of calculation of the Number of Vested Shares, the Board, in its sole discretion, shall determine the final amount of the [PERFORMANCE METRIC(S)] and the Company shall notify (the “Company Notice”) such amount to you no later than five (5) business days prior to the First Vesting Date, which notice

shall also specify the Number of Vested Shares, which amount shall be final and binding and not subject to contest or appeal; and

–should the Number of Vested Shares be less than the total number of RSUs granted to you, you shall lose your right to acquire the balance of your RSUs that is less than the Number of Vested Shares effective on the earlier of (a) the date of the Company Notice or (b) the First Vesting Date.

For purposes hereof, [INSERT PERFORMANCE METRIC DEFINITIONS].

The acquisition of the relevant Number of Vested Shares on the applicable Vesting Date is further subject to your Continuous Presence Condition set forth in the 2020 Plan being met upon such Vesting Date (i.e., you shall have not ceased to be an employee of the Group for any reason whatsoever upon such Vesting Date); provided, however, that the Vesting Date of your RSUs may be accelerated under certain terms and conditions as set forth in the 2020 Plan or in this Grant Notice; and provided further, however, that the acquisition date of your RSUs may be accelerated in accordance with the terms of [the change of control and severance agreement between [__●__] and Beneficiary, dated [__●__] or] any other agreement approved by the Board between the Beneficiary and the Company or any company of the Group that is entered into subsequent to the Grant Date, it being specified that in any case, the duration of the acquisition period and, where applicable, the holding period may not be less than the minimum periods provided for in Article L. 225-197-1 of the French Commercial Code.

As an exception to the foregoing, unless you have elected for the Optional Accelerated Vesting Period in the Election Form #1, in case of termination of your Presence in the Group for any reason whatsoever (other than upon your retirement, death or Disability, or, to the extent permitted by applicable law, your termination for Cause) between [__●__] (the “Interim Date”) and the above First Vesting Date, the following accelerated vesting (the “Departure Vesting Scheme”) will apply to your RSUs in lieu of the above Standard Vesting Scheme:

You will acquire effectively and finally on the Accelerated Vesting Date (as defined below):

[INSERT ADDITIONAL VESTING]

provided that,

–for purposes of the Departure Vesting Scheme: (x) the term “Departure Date” shall be the date on which your Continuous Presence Condition ceases to be met (other than upon your retirement, death or Disability, or, to the extent permitted by applicable law, your termination for Cause) between the Interim Date and the First Vesting Date, and (y) the terms “Accelerated Vesting Date” or “Vesting Date” shall be the date that is the tenth (10th) calendar day (or, if such day is not a business day, the next business day) following your Departure Date; and

–the Shares acquired on the Accelerated Vesting Date shall be subject to an additional mandatory Holding Period starting on the Accelerated Vesting Date and expiring on [__●__] (the “Mandatory Date”).

provided that:

i.In case of termination of your Presence in the Group for any reason whatsoever (other than upon your retirement, death or Disability, or, to the extent permitted by applicable law your termination for Cause), you shall satisfy any applicable tax withholding obligations by tendering a cash payment to the Company or your Employer in accordance with Section 2(b) of Exhibit A hereto within ten (10) calendar days of your Departure Date; provided that if you fail to satisfy such obligation, the Company will refuse to deliver any Shares hereunder and you will definitively and irrevocably lose your right to acquire any Shares hereunder;

ii.If you timely satisfy your obligations set forth in paragraph (ii), your Vested RSUs calculated based on the above Departure Vesting Scheme shall be effectively and finally acquired on the Accelerated Vesting Date and shall be subject to a Holding Period from the Accelerated

Vesting Date through the Mandatory Date. You further shall definitively and irrevocably lose your right to acquire any of your other unvested RSUs as from your Departure Date; and

iii.For the avoidance of doubt: should you have elected for the Optional Accelerated Vesting Period in the Election Form #1, the Departure Vesting Scheme will not apply to you and instead the Optional Accelerated Vesting Period in the Election Form #1 shall apply.

Further, unless you have elected for the Optional Accelerated Vesting Period in the Election Form #1, if you are terminated for Cause, to the extent permitted by applicable law:

b.should your Presence be terminated after the First Vesting Date, as defined in the Standard Vesting Scheme: (a) the above Standard Vesting Scheme shall apply, and (b) in case some or part of your RSUs have not vested before the termination of your Presence, you will definitively and irrevocably lose your right to acquire the relevant Shares on the date when your Continuous Presence Condition is no longer met; and

c.none of your Vested RSUs shall be effectively and finally acquired before the First Vesting Date, as defined in the Standard Vesting Scheme.

In order to effect the Grant of RSUs to you, please sign and return to us via our electronic acceptance procedure no later than on [notice date + 30 days], 20[●] one copy of (i) this Grant Notice (together with duly executed copy of the Election Form #1, if applicable), (ii) the 2020 Plan, and (iii) the articles of association of the Company, failing which the above Grant shall be null and void as from such date.

Yours sincerely,

__________________________________

[__●__]

Acknowledgement of Grant Notice

By accepting the Grant through the Company's electronic acceptance procedure, the Beneficiary represents that he or she has perused the 2020 Plan, the articles of association of the Company, and this Grant Notice (including Exhibits A and B, as well as Appendix 1, if applicable) which he or she accepts, and acknowledges that he or she is bound by this Grant Notice and the 2020 Plan as from the date of such acceptance.

Exhibit A

Grant Notice

Talend 2020 Free Share Plan

Provisions for All Beneficiaries

This Exhibit A includes additional (or if so indicated, different) terms and conditions that govern the RSUs.

2.Tax Obligations.