1. (Security.Sec = (Security.Ti = Type of Security)
   
   (Security.sec = Series A {ordinary/preferred} shares (the “(_Series_A = Series A)
   ”).)
   )
   
2. (Financing.Sec = (Financing.Ti = Structure of Financing)
   
   (Financing.sec = The (_Series_A = Series A)
   round will amount to an aggregate of {SeriesA.Price.Total.$} in newly issued (_Series_A = Series A)
   based on a fully diluted pre-money valuation of {SeriesA.Valuation.$}, i.e., {SeriesA.Price.PerShare.$} per share of (_Series_A = Series A)
   (the “(_Price = Price)
   ”), allocated as follows (see Appendix A):)
   )
   
3. (SeriesA.Holding.Sec = (SeriesA.Holding.Ti = Investors)
   
   (SeriesA.Holding.sec = (SeriesA.Holding.0.sec = )
   (SeriesA.Holding.xlist =
   • (SeriesA.Holding.secs = (SeriesA.Holding.1.sec = (SeriesA.1.Handle = Investor 1)
     : {SeriesA.Price.P1.$},)
     
   • (SeriesA.Holding.2.sec = (SeriesA.2.Handle = Investor 2)
     : {SeriesA.Price.P2.$},)
     
   • (SeriesA.Holding.3.sec = (SeriesA.3.Handle = Investor 3)
     : {SeriesA.Price.P3.$},)
     
   • (SeriesA.Holding.4.sec = (SeriesA.4.Handle = Investor 4)
     : {SeriesA.Price.P4.$},)
     
   • (SeriesA.Holding.5.sec = (SeriesA.5.Handle = Investor 5)
     : {SeriesA.Price.P5.$},)
     )
     
   )
   (SeriesA.Holding.00.sec = )
   )
   )
   
4. (Closing.Sec = (Closing.Ti = Closing Conditions)
   
   (Closing.sec =
   1. (Closing.DueDiligence.sec = satisfactory completion of confirmatory due diligence; )
      
   2. (Closing.Documentation.sec = negotiation of customary legal documentation in compliance with this term sheet (including a simplification of the (_Company = Company)
      ’s by-laws, to the extent relevant);)
      
   3. (Closing.SatisfactoryToInvestors.sec = approval of the proposed investment/definitive agreements by the (_New_Investors = Investors)
      ’ respective investment committees or other competent bodies, if applicable;)
      
   4. (Closing.AML.sec = receipt by the Investors of anti-money laundering documents reasonably satisfactory to them;)
      
   5. (Closing.Consents.sec = receipt of waiver of any existing pre-emptive rights and/or other necessary approvals and consents; )
      
   )
   )
   
5. (Liquidation.Sec = (Liquidation.Ti = Liquidation Preference)
   
   (Liquidation.sec = In the event of a liquidation, dissolution, winding up, merger, sale or other disposition of all or substantially all of the assets of the (_Company = Company)
   in which the shareholders do not own a majority of the outstanding shares of the surviving entity for a price (or value) per (_Company = Company)
   share, the higher of {20%_of_the_proceeds} and par value shall first be distributed to all shareholders pro rata on an as-converted basis. Then, out of the remaining proceeds, the holders of the (_Series_A = Series A)
   shall be entitled to receive, in preference to all other shareholders, a per share amount equal to the (_Price = Price)
   (as adjusted for stock splits, combinations and anti-dilution adjustment) minus the amount received in the first distribution, plus any declared but unpaid dividends. Thereafter, the remaining proceeds (if any) shall be distributed pro rata to the holders of ordinary shares and (_Series_A = Series A)
   .)
   )
   
6. (Automatic-Conversion.Sec = (Automatic-Conversion.Ti = Automatic Conversion)
   
   (Automatic-Conversion.sec = The (_Series_A = Series A)
   shall automatically convert into ordinary shares upon the closing of a firmly underwritten public offering of shares of the (_Company = Company)
   with aggregate net proceeds to the (_Company = Company)
   based on a price per share at least equal to {5_times} the (_Price = Price)
   (a “(_Qualifying_IPO = Qualifying IPO)
   ”).)
   )
   
7. (Optional-Conversion.Sec = (Optional-Conversion.Ti = Optional Conversion)
   
   (Optional-Conversion.sec = Each holder of the (_Series_A = Series A)
   shall have the right to convert its shares at any time into ordinary shares. The conversion ratio shall be 1:1, subject to adjustment in the event of stock split or grouping.)
   )
   
8. (Anti-Dilution.Sec = (Anti-Dilution.Ti = Anti-dilution)
   
   (Anti-Dilution.sec = One anti-dilution equity warrant (a “(_Ratchet_Warrant = Ratchet Warrant)
   ”) will be attached to each (_Series_A = Series A)
   , entitling its holder to subscribe for a variable number of new (_Series_A = Series A)
   at par value in case a new round of financing shall be completed by the (_Company = Company)
   within {2_years} of the (_Series_A = Series A)
   round at price below the (_Series_A = Series A)
   round, thereby obtaining an adjustment of the cost of such holder’s shares based on a customary broad based weighted average ratchet formula; provided that holders of (_Ratchet_Warrants = Ratchet Warrants)
   shall only be entitled to exercise them to the extent that they participate in the relevant down round pro rata.)
   )
   
9. (Redemption.Sec = (Redemption.Ti = Redemption)
   
   (Redemption.sec = The (_Series_A = Series A)
   will not be redeemable consistent with applicable French law.)
   )
   
10. (Dividends.Sec = (Dividends.Ti = Dividends)
    
    (Dividends.sec = The (_Series_A = Series A)
    shall be entitled to participate in any dividend distribution on a pro rata basis.)
    )
    
11. (Voting.Sec = (Voting.Ti = Voting)
    
    (Voting.sec = (Voting.1.sec = The (_Series_A = Series A)
    shall carry the same number of votes as the other shares of the (_Company = Company)
    issued and outstanding consistent with applicable French law)
    (Voting.2.sec = , except that shares held by the same shareholders for at least two years following the closing shall enjoy double voting rights)
    .)
    )
    
12. (Majority-Approval.Sec = (Majority-Approval.Ti = Series A Majority Approval)
    
    (Majority-Approval.sec = The consent of holders of at least {2/3_of_the_Series_A} voting as a separate class shall be required for any action which alters or amends any of the rights, preferences or privileges of the (_Series_A = Series A)
    .)
    )
    
13. (Shareholder-Agreement.Sec = (Shareholder-Agreement.Ti = Shareholders' Agreement)
    
    (Shareholder-Agreement.sec =
    1. (Shareholder-Agreement.Majority.sec = A shareholders’ agreement (the “(_Agreement = Agreement)
       ”) will be entered into on the Closing date among the (_Founders = Founders)
       , the (_Seed_Investors = Seed Investors)
       owning more than {5%_of_the_share_capital} and the (_New_Investors = Investors)
       , for a term of 15 years renewable. The (_Agreement = Agreement)
       will replace and supersede in all respect any and all pre-existing shareholders agreements entered into between the shareholders of the (_Company = Company)
       . The (_Agreement = Agreement)
       shall automatically terminate upon the listing of the (_Company = Company)
       ’s shares on a regulated market or a foreign stock exchange/ a (_Qualifying_IPO = Qualifying IPO)
       . )
       
    2. (Shareholder-Agreement.Minority.sec = All other shareholders including (_Seed_Investors = Seed Investors)
       owning less than {5%_of_the_share_capital} and option holders (the "(_Minority_Holders = Minority Holders)
       ") shall sign with the parties to the (_Agreement = Agreement)
       (represented for this purpose by the (_Company = Company)
       ) a separate, shorter shareholders’ agreement under which the (_Minority_Holders = Minority Holders)
       shall have a full tag along right in case of transfer of more than 50% of the shares of the (_Company = Company)
       and, in return, shall be subject to all major obligations provided for in the (_Agreement = Agreement)
       . Also, the (_Minority_Holders = Minority Holders)
       will agree in such short-form shareholders agreement to be bound by the terms of any lock-up obligation which the banks in charge of the IPO and the (_Board = Board)
       may reasonably see fit.)
       
    )
    )
    
14. (Preemptive-Rights.Sec = (Preemptive-Rights.Ti = Pre-emptive Rights)
    
    (Preemptive-Rights.sec = The (_Founders = Founders)
    for so long as they remain employed by the (_Company = Company)
    (the “(_Active_Founders = Active Founders)
    ”) and the (_New_Investors = Investors)
    shall have a pre-emptive right to purchase their pro rata share of any new securities of the (_Company = Company)
    other than securities issued to officers, employees, directors or consultants, shares issued for acquisitions or to strategic partners, in each case pursuant to plans or agreements approved by the (_Board = Board)
    .)
    )
    
15. (Lock-Up.Sec = (Lock-Up.Ti = Lock Up)
    
    (Lock-Up.sec = No shares may be transferred by the (_Founders = Founders)
    until the {third_anniversary_of_Closing}, except for transfers by the (_Founders = Founders)
    not exceeding {15%_of_their_stake} in the aggregate, Free Transfers, Leaver, Co-Sale and Drag Along situations.)
    )
    
16. (First-Refusal.Sec = (First-Refusal.Ti = Right of First Refusal)
    
    (First-Refusal.sec = (First-Refusal.0.sec = The (_New_Investors = Investors)
    and the (_Active_Founders = Active Founders)
    will have a right of first refusal on any shares proposed to be transferred by any shareholder, with a right of oversubscription, except for transfers )
    (First-Refusal.xlist = (First-Refusal.Olist =
    1. (First-Refusal.Secs = (First-Refusal.secs = (First-Refusal.1.sec = to an affiliate entity,)
       
    2. (First-Refusal.2.sec = to the (_Company = Company)
       ,)
       )
       )
       
    )
    )
    (First-Refusal.00.sec = in all cases subject to customary limitations and provided that the (_Active_Founders = Active Founders)
    shall have priority over any shares proposed to be transferred by the (_Seed_Investors = Seed Investors)
    or the (_Founders = Founders)
    .)
    )
    )
    
17. (Co-Sale.Sec = (Co-Sale.Ti = Co-Sale)
    
    (Co-Sale.sec = (Co-Sale.0.sec = )
    (Co-Sale.xlist = (Co-Sale.Olist =
    1. (Co-Sale.Secs = (Co-Sale.secs = (Co-Sale.1.sec = In case of a change of control or sale to an industrial acquirer not approved by the (_New_Investors = Investors)
       and (_Active_Founders = Active Founders)
       , all shareholders shall have a full tag-along right.)
       
    2. (Co-Sale.2.sec = The rights of first refusal and co-sale shall not apply to Free Transfers.)
       )
       )
       
    )
    )
    (Co-Sale.00.sec = )
    )
    )
    
18. (Drag-Along.Sec = (Drag-Along.Ti = Drag Along)
    
    (Drag-Along.sec = If a bona fide arms' length offer is made by any third party to acquire all of the shares in the (_Company = Company)
    , which is accepted by the holders of more than {75%_of_the_shares} of the (_Company = Company)
    , all shareholders shall be required to sell their shares on the same terms and conditions subject to the Liquidation Preference. In this case, the rights of first refusal shall not apply.)
    )
    
19. (Liquidity.Sec = (Liquidity.Ti = Liquidity)
    
    (Liquidity.sec = (Liquidity.0.sec = )
    (Liquidity.xlist = (Liquidity.Olist =
    1. (Liquidity.Secs = (Liquidity.secs = (Liquidity.1.sec = The (_Company = Company)
       and its shareholders will use their reasonable best efforts to achieve a sale of the (_Company = Company)
       or initial public offering of its shares on a recognized stock exchange (an “(_IPO = IPO)
       ”) on or before the 5th anniversary of Closing.)
       
    2. (Liquidity.2.sec = If a liquidity event for the (_Series_A = Series A)
       has not been achieved by the {sixth_anniversary_of_Closing}, the holders of a {2/3_majority_of_the_Series_A} then outstanding (the “(_Investor_Majority = Investor Majority)
       ”) shall have the right, at any time following such date, to require the (_Board = Board)
       and shareholders of the (_Company = Company)
       to engage an internationally recognized investment bank in order to initiate a (_Qualifying_IPO = Qualifying IPO)
       or sale of the (_Company = Company)
       ; provided that (i) from the {sixth_anniversary_of_Closing} all shareholders shall be required to sell their shares to any acquirer having made an offer for 100% of the share capital of the (_Company = Company)
       which is accepted by the holders of at least a {2/3_majority_of_the_Series_A} and (ii) this clause shall not be subject to the Right of First Refusal. )
       )
       )
       
    )
    )
    (Liquidity.00.sec = )
    )
    )
    
20. (Information-Audit.Sec = (Information-Audit.Ti = Information and Audit Rights)
    
    (Information-Audit.sec = (Information-Audit.0.sec = )
    (Information-Audit.xlist = (Information-Audit.Olist =
    1. (Information-Audit.Secs = (Information-Audit.secs = (Information-Audit.1.sec = (Information-Audit.1.0.sec = Each (_New_Investor = Investor)
       holding more than {5%_of_the_shares} shall be entitled to receive:)
       (Information-Audit.1.xlist =
       1. (Information-Audit.1.secs = (Information-Audit.1.1.sec = annual audited accounts for each group company and on a consolidated basis, together with the related auditors’ report, within 4 months of the end of each year;)
          
       2. (Information-Audit.1.2.sec = semi-annual accounts for each group company within {45_days_following_the_end_of_each_semester};)
          
       3. (Information-Audit.1.3.sec = {quarterly/monthly} reporting within {45_days_following_the_end_of_each_quarter}; and)
          
       4. (Information-Audit.1.4.sec = any change in the share capital or voting rights of the (_Company = Company)
          or any subsidiary thereof within {20_days_of_such_change}.)
          )
          
       )
       (Information-Audit.1.00.sec = )
       )
       
    2. (Information-Audit.2.sec = Each (_New_Investor = Investor)
       holding more than {5%_of_the_shares} shall also have the right, at its cost and subject to execution of a customary non-disclosure agreement, to visit the (_Company = Company)
       and inspect its books and records upon reasonable notice and during normal business hours.)
       )
       )
       
    )
    )
    (Information-Audit.00.sec = )
    )
    )
    
21. (Board.Sec = (Board.Ti = BOARD OF DIRECTORS)
    
    (Board.sec = (Board.0.sec = )
    (Board.xlist = (Board.Olist =
    1. (Board.Secs = (Board.1.Sec = (Board.1.Ti = Board Representation)
       
       (Board.1.sec = (Board.1.0.sec = )
       (Board.1.xlist = (Board.1.Olist =
       1. (Board.1.Secs = (Board.1.secs = (Board.1.1.sec = The (_Company = Company)
          shall be managed by a board of directors (the “(_Board = Board)
          ”) of no more than {3_board_members}.)
          
       2. (Board.1.2.sec = Each (_New_Investor = Investor)
          holding more than {15%_of_the_shares} shall have the right to appoint one (_Board = Board)
          member or one non-voting (_Board = Board)
          observer who shall initially be {InitialBoardMember.Name.Full}.)
          )
          )
          
       )
       )
       (Board.1.00.sec = )
       )
       )
       
    2. (Board.2.Sec = (Board.2.Ti = Board Meetings)
       
       (Board.2.sec = The (_Board = Board)
       will meet at least {Board.2_times_per_quarter}, at intervals not exceeding {Board.2_months}, with a minimum {Board.8-day_prior_notice} except in case of urgency.)
       )
       
    3. (Board.3.Sec = (Board.3.Ti = Board Decisions)
       
       (Board.3.sec = (Board.3.1.sec = All (_Board = Board)
       decisions shall be made at a simple majority of the members present or represented except for Material Decisions listed in Appendix B which shall be subject to a qualified majority of the (_Board = Board)
       including)
       (Board.3.2.sec =  at least 1 Investor director)
       .)
       )
       )
       
    )
    )
    (Board.00.sec = )
    )
    )
    
22. (Management-Rights.Sec = (Management-Rights.Ti = Management Rights)
    
    (Management-Rights.sec = The (_Company = Company)
    will execute a standard management rights letter that will give holders of (_Series_A = Series A)
    rights to consult with management sufficient to meet their venture capital operating company requirements.)
    )
    
23. (Leaver.Sec = (Leaver.Ti = Employee Stock Option Plan)
    
    (Leaver.sec = Following the new round, an incentive plan for existing and future managers and employees of the (_Company = Company)
    will be adopted. This plan will represent {10%_of_the_Company’s_capital} on a fully diluted basis after Closing. Each stock option will allow its holder to subscribe for one ordinary share at a price at least equal to the (_Price = Price)
    conditioned upon continued employment and standard vesting terms: 25% after one year and the balance on a quarterly basis over the following three years.)
    )
    
24. (Employee-Stock.Sec = (Employee-Stock.Ti = Employee Stock Option Plan)
    
    (Employee-Stock.sec = Following the new round, an incentive plan for existing and future managers and employees of the (_Company = Company)
    will be adopted. This plan will represent {10%_of_the_Company’s_capital} on a fully diluted basis after Closing. Each stock option will allow its holder to subscribe for one ordinary share at a price at least equal to the (_Price = Price)
    conditioned upon continued employment and standard vesting terms: 25% after one year and the balance on a quarterly basis over the following three years.)
    )
    
25. (IP-Rights.Sec = (IP-Rights.Ti = Assignment of IP Rights)
    
    (IP-Rights.sec = The Closing shall be subject to the assignment of all intellectual property rights related to the business of the (_Company = Company)
    to the (_Company = Company)
    by the (_Founders = Founders)
    or any entity controlled or owned by the (_Founders = Founders)
    .)
    )
    
26. (Non-Compete.Sec = (Non-Compete.Ti = Non-Compete/Exclusivity)
    
    (Non-Compete.sec = The (_Founders = Founders)
    shall dedicate substantially all of their professional time to the (_Company = Company)
    for so long as they are in office and shall be bound by a customary 12-month non-compete obligation after that which may be waived by the (_Company = Company)
    and shall otherwise be compensated by monthly payments equal to {50%_of_their_average_monthly_salary} during their last 12 months of employment.)
    )
    
27. (Documentation.Sec = (Documentation.Ti = Documentation)
    
    (Documentation.sec = Definitive agreements shall be drafted by counsel to the (_Company = Company)
    and shall include customary representations and warranties of the (_Founders = Founders)
    who shall have the option to pay in cash or in shares of the (_Company = Company)
    and, in case of payment in shares, shall not be liable beyond the lesser of the investment amount and the value of their shares except in case of fraud. The documents other than corporate documents shall be in English.)
    )
    
28. (Exclusivity.Sec = (Exclusivity.Ti = Exclusivity)
    
    (Exclusivity.sec = The (_Company = Company)
    and the (_Founders = Founders)
    agree not to solicit or receive any funding from any investors other than the (_New_Investors = Investors)
    for a period of 4 weeks from the date this term sheet is signed by the (_Company = Company)
    ; provided that the (_New_Investors = Investors)
    shall promptly inform the (_Company = Company)
    of their decision not to pursue their proposed investment in the (_Company = Company)
    , as the case may be, in which case such exclusivity period shall immediately lapse. )
    )
    
29. (Expense.Sec = (Expense.Ti = Expenses)
    
    (Expense.sec = Upon transaction completion, the (_Company = Company)
    shall pay the (_New_Investors = Investors)
    ’ external fees and expenses incurred in connection with the transaction not to exceed {Expense.$} (before VAT) in the aggregate.)
    )
    
30. (Conf.Sec = (Conf.Ti = Confidentiality)
    
    (Conf.sec = The parties agree to treat this term sheet confidentially and will not distribute or disclose its existence or contents, except to their respective shareholders and professional advisors as reasonably required to complete the financing. )
    )
    
31. (Law.Sec = (Law.Ti = Applicable Law)
    
    (Law.sec = This Summary of Terms and the definitive agreements shall be governed and construed in accordance with the laws of {Law.State}. Any dispute arising therefrom or in connection therewith shall be submitted to the exclusive jurisdiction of {Law.Forum.cl}.)
    )
    

Appendixes

Appendix A

Appendix B