As filed with the Securities and Exchange Commission on June 3, 2016
Registration No. 333-_______

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

GLOBANT S.A.
(Exact name of registrant as specified in its charter)
   
Grand Duchy of Luxembourg Not Applicable
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
   

37A Avenue J.F. Kennedy

L-1855, Luxembourg

(Address, including zip code, of Principal Executive Offices)
   
GLOBANT S.A. 2014 EQUITY INCENTIVE PLAN
(Full title of the plans)
   

Globant, LLC

875 Howard Street, Suite 320

San Francisco, CA 94103

Attn: Guillermo Bodnar

Tel: +1 877 798 8104 ext. 28127

Christopher C. Paci

DLA Piper LLP (US)

1251 Avenue of the Americas

New York, New York 10020-1104

(212) 335-4500

(Name, address, telephone number,
including area code, of agent for service)
(Copies to)

 

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

 

Large accelerated filer  ¨ Accelerated filer  þ Non-accelerated filer  ¨
(Do not check if a smaller reporting company)
Smaller reporting company  ¨

 

CALCULATION OF REGISTRATION FEE

Title of securities to
be registered
  Amount to be
registered (1)
    Proposed maximum
offering price
per share (2)
    Proposed maximum
aggregate
offering price (2)
    Amount of
registration fee
 
Common Share, $1.20 par value,                                
2014 Equity Incentive Plan, as amended     2,000,000       $38.37     $76,740,000       $7,728.00    

 

(1)         In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate number of shares that may be offered or issued by reason of share splits, share dividends or similar transactions.

 

(2)         Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h). For shares registered with respect to future awards to be granted under the Globant S.A. 2014 Equity Incentive Plan, as amended, the proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee are based on the average of the high and low prices of Globant S.A. common shares reported on the New York Stock Exchange on May 27, 2016 (i.e., $38.37).

 

 

 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Not required to be included in this Form S-8 Registration Statement pursuant to the introductory Note to Part I of Form S-8.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents which have been filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:

 

  (a) Annual Report on Form 20-F filed with the Commission on April 29, 2016, which contains the Registrant’s audited consolidated financial statements for each of the three years in the period ended December 31, 2015;

 

  (b) All other reports filed pursuant to Sections 13(a) or 15(d) of the Exchange Act, since the end of the fiscal year covered by the document referred to in (a) above; and

 

  (c) Description of Common Shares of the Registrant contained or incorporated in the registration statements filed by the Registrant under the Exchange Act, including any amendments or reports filed for the purpose of updating such description.

 

All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of filing of such documents.

 

Item 4. Description of Securities.

 

Not applicable.

 

Item 5. Interests of Named Experts and Counsel.

 

None.

 

Item 6. Indemnification of Directors and Officers.

 

The Registrant’s directors are not held personally liable for the indebtedness or other obligations of Globant S.A. As agents of Globant S.A., they are responsible for the performance of their duties. Subject to the exceptions and limitations set forth below and mandatory provisions of law, every person who is, or has been, a director or officer of Globant S.A. will be indemnified by Globant S.A. to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him or her in connection with any claim, action, suit or proceeding which he or she becomes involved as a party or otherwise by virtue of his or her being or having been such a director or officer and against amounts paid or incurred by him or her in the settlement thereof. The words “claim,” “action,” “suit” or “proceeding” refer to all claims, actions, suits or proceedings (civil, criminal or otherwise including appeals) actual or threatened and the words “liability” and “expenses” include without limitation attorneys’ fees, costs, judgments, amounts paid in settlement and other liabilities.

 

 

 

 

No indemnification, however, will be provided to any director or officer: (i) against any liability to Globant S.A. or its shareholders by reason of willful misconduct, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office; (ii) with respect to any matter as to which he or she shall have been finally adjudicated to have acted in bad faith and not in the interest of Globant S.A.; or (iii) in the event of a settlement, unless the settlement has been approved by a court of competent jurisdiction or by the Registrant’s board of directors. 

 

The rights of indemnification described above are severable, do not affect any other rights to which any director or officer may otherwise be entitled, continue as to a person who has ceased to be such director or officer and inures to the benefit of the heirs, executors and administrators of such a person. Nothing contained in Globant S.A.’s Articles of Association affect any rights to indemnification to which corporate personnel, including directors and officers, may be entitled by contract or otherwise under law. 

 

Expenses in connection with the preparation and representation of a defense of any claim, action, suit or proceeding of the character described above will be advanced by Globant S.A. prior to final disposition thereof upon receipt of any undertaking by or on behalf of the officer or director, who must repay such amount if it is ultimately determined that he is not entitled to indemnification.

 

The Registrant maintains an insurance policy that protects its directors and officers from liabilities incurred as a result of actions taken in their official capacity.

 

Item 7. Exemption from Registration Claimed.

 

Not applicable.

 

Item 8. Exhibits.

 

See Exhibit Index, which is incorporated here by reference.

 

Item 9. Undertakings.

 

The undersigned Registrant hereby undertakes:

 

(1)         To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i)          To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (“Securities Act”);

 

(ii)         To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

 

(iii)        To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

 

 

 

 

Paragraphs (l)(i) and (l)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

 

(2)         That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3)         To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Buenos Aires, Argentina, on June 3, 2016.

 

  GLOBANT S.A.
     
  By: /s/ Alejandro Scannapieco
    Alejandro Scannapieco
    Chief Financial Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

Signature   Title   Date
         
/s/ Martín Migoya        
Martín Migoya   Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
  June 3, 2016
         
/s/ Alejandro Scannapieco        
Alejandro Scannapieco   Chief Financial Officer
(Principal Financial Officer)
  June 3, 2016
         
/s/ Natalia Kanefsck        
Natalia Kanefsck   Chief Accounting Officer
(Principal Accounting Officer)
  June 3, 2016
         
/s/ Guillermo Bodnar        
Guillermo Bodnar   Authorized Representative in the
United States
  June 3, 2016
         
/s/ Martín Gonzalo Umaran        
Martín Gonzalo Umaran   Director and Chief of Staff   June 3, 2016
         
/s/ Guibert Andrés Englebienne        
Guibert Andrés Englebienne   Director and Chief Technology Officer   June 3, 2016
         
/s/ Francisco Álvarez-Demalde        
Francisco Álvarez-Demalde   Director   June 3, 2016
         
/s/ David J. Moore        
David J. Moore   Director   June 3, 2016
         
/s/ Mario Eduardo Vázquez        
Mario Eduardo Vázquez   Director   June 3, 2016

 

 

 

 

Signature   Title   Date
         
/s/ Philip A. Odeen        
Philip A. Odeen   Director   June 3, 2016

 

/s/ Marcos Galperin

       
Marcos Galperin   Director   June 3, 2016
         
/s/ Timothy Mott        
Timothy Mott   Director   June 3, 2016

  

 

 

 

 

EXHIBIT INDEX

 

EXHIBIT

NUMBER

  DESCRIPTION
4.1   Articles of Association (incorporated by reference from Exhibit 1.1 of the Registrant’s Report of Foreign Private Issuer on Form 6-K, dated June 1, 2016
5.1   Opinion of Arendt & Medernach, Luxembourg counsel for the Registrant, regarding the legal validity of the shares of Common Shares being registered on this Registration Statement (filed herewith)
23.1   Consent of Counsel (contained in Exhibit 5.1)
23.2   Consent of Independent Registered Public Accounting Firm (filed herewith)
24.1   Power of Attorney (filed herewith)
99.1   Globant S.A. 2014 Equity Incentive Plan (incorporated by reference from Exhibit 99.1 of the Registrant’s Registration Statement on Form S-8, dated January 20, 2015 (No 333-201602 )
99.2   Amendment No. 1 to the  Globant S.A. 2014 Equity Incentive Plan (filed herewith)

 

 

 

 

Exhibit 5.1

 

 

To the Board of Directors

of Globant S.A.

37A, avenue J.F. Kennedy,

L-1855 Luxembourg

Grand Duchy of Luxembourg

   
   
  Luxembourg, 3 June 2016
   
  Your ref.       : /
  Our ref.         : 017966-70000/ 15882804v1
  Sophie.wagner@arendt.com
  Tel. : (352) 40 78 78-253
  Fax : (352) 40 78 04-634

  

 

GLOBANT S.A. – S-8 Registration Statement – Validity of Shares

 

 

Dear Madam,

Dear Sir,

 

 

We are acting as Luxembourg counsel for Globant S.A., a société anonyme , having its registered office at 37A, avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg, registered with the Registre de Commerce et des Sociétés de Luxembourg under number B 173 727 (the “ Company ”) , in connection with the Company’s filing of registration statement on Form S-8 with the U.S. Securities and Exchange Commission (the “ Registration Statement ”) relating to the registration of two million (2,000,000) common shares (the “ Plan Shares ”) to be issued or delivered under the Globant 2014 Equity Incentive Plan (the “ 2014 Equity Incentive Plan ”).

 

In arriving to the opinions expressed below, we have examined and relied on the documents identified in Appendix A hereto and on such corporate records as have been disclosed to us and the factual matters contained in certifications made to us or contained in the document reviewed, which we deemed necessary and appropriate as a basis for the opinions hereinafter expressed.

 

We have assumed for the purposes hereof that the Company will at all times continue to have a sufficient authorised unissued share capital and sufficient authorised unissued common shares with the relevant waivers in force, and that the Company will at all times have sufficient available reserves, to issue the common shares to be issued under the 2014 Equity Incentive Plan all or partially as the case may be by way of incorporation of available reserves into the issued share capital. We further assume that the board of directors or its duly authorised delegates will duly pass the relevant resolutions for the issue of the Plan Shares (including all or partially as the case may be by way of incorporation of available reserves into the issued share capital), in accordance with the Consolidated Articles, the terms of the 2014 Equity Incentive Plan, the Resolutions and applicable law.

 

 

 

 

For the purposes of the present opinion we have further assumed (i) the genuineness of all signatures and seals and that all documents reviewed are duly signed by the persons purported to have signed them; (ii) the completeness and conformity to originals of all documents supplied to us as certified, photostatic, scanned, electronically transmitted copies or other copies of the documents reviewed and the authenticity of the originals of such documents and the conformity to originals of the latest drafts reviewed by us; (iii) that there have been no amendments to the documents in the form delivered to us for the purposes of this opinion; (iv) that there is no other resolutions, decisions, agreement or undertaking and no other arrangement (whether legally binding or not) which renders any of the documents or information reviewed or provided to us inaccurate, incomplete or misleading or which affects the conclusions stated in this opinion and that the documents reviewed accurately record the whole of the terms agreed between the parties thereto relevant to this opinion; (v) that no proceedings have been instituted or injunction granted against the Company to restrain it from performing any of its obligations under the 2014 Equity Incentive Plan and/or issue the Plan Shares; (vi) that the terms used in the documents reviewed carry the meaning ascribed to them in vernacular English; (vii) that upon issue of any Plan Shares the Company will receive payment in cash of an issue price at least equal to the nominal value thereof or that the relevant Plan Shares will be issued by way of incorporation of available reserves into the issued share capital; (viii) that there will be no amendments to the authorised share capital of the Company which would adversely affect the issue of the Plan Shares and the conclusions stated in this opinion and (ix) that the head office ( administration centrale ), the place of effective management ( siège de direction effective ), and, for the purposes of the Council Regulation (EC) N° 1346/2000 of May 29, 2000 on insolvency proceedings, as amended, the centre of main interests ( centre des intérêts principaux ) of the Company are located at the place of its registered office ( siège statutaire ) in Luxembourg.

 

This opinion is confined to Luxembourg law and given on the basis that it will be governed by and construed in accordance with Luxembourg law and will be exclusively subject to Luxembourg jurisdiction. We express no opinion with regard to any system of law other than Luxembourg law.

 

The opinions expressed herein are subject to all limitations by reason of gestion contrôlée, concordat, faillite , bankruptcy, moratorium ( sursis de paiement ) and other, insolvency, moratorium, controlled management, general settlement with creditors, reorganisation or similar laws affecting creditors’ rights generally.

 

On the basis of the foregoing and subject to any factual matters, documents or events not disclosed to us, we are of the opinion that:

 

1) The Plan Shares, once duly subscribed to, fully paid up and issued in accordance with the Resolutions, the Consolidated Articles and the 2014 Equity Incentive Plan, will be validly issued, fully paid up and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).

 

This opinion speaks as of the date hereof and no obligation is assumed to update this opinion occurring after the date hereof.

 

 

 

 

This opinion is issued by and signed on behalf of Arendt & Medernach SA, admitted to practice in the Grand-Duchy of Luxembourg and registered on the list V of lawyers of the Luxembourg Bar.

 

This opinion is issued solely for the purposes of the filing of the Registration Statement and the issuance of the Plan Shares by the Company pursuant to the 2014 Equity Incentive Plan . It may not be used, circulated, quoted, referred to or relied upon for any other purpose without our written consent in each instance. We hereby consent to filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended.

 

 

Yours faithfully,

 

By and on behalf of Arendt & Medernach SA

 

/s/ Sophie Wagner-Chartier

Sophie Wagner-Chartier

 

Partner

 

 

 

 

APPENDIX A – DOCUMENTS

 

 

1. A copy of the articles of incorporation of the Company dated 10 December 2012.

 

2. A copy of the notarial deed on the increase of the share capital of the Company dated 28 January 2013.

 

3. A copy of the notarial deed on the increase of the share capital of the Company dated 27 March 2013.

 

4. A copy of the minutes of the extraordinary general meeting of shareholders of the Company dated 16 October 2013.

 

5. A copy of the notarial deed on the increase of the share capital of the Company dated 29 November 2013.

 

6. A copy of the minutes of the extraordinary general meeting of shareholders of the Company dated 18 June 2014.

 

7. A copy of the minutes of the extraordinary general meeting of shareholders of the Company dated 15 July 2014.

 

8. A copy of the minutes of the annual general meeting of shareholders of the Company dated 3 July 2014.

 

9. A copy of the notarial deed on the increase of the share capital of the Company dated 23 July 2014.

 

10. A copy of the notarial deed on the increase of the share capital of the Company dated 31 December 2014.

 

11. A copy of the notarial deed on the increase of the share capital of the Company dated 25 February 2015.

 

12. A copy of the notarial deeds on the increases of the share capital of the Company dated 30 March 2015.

 

13. A copy of the notarial deed on the increase of the share capital of the Company dated 30 April 2015.

 

14. A copy of the notarial deed on the increase of the share capital of the Company dated 12 June 2015.

 

15. A copy of the notarial deed on the increase of the share capital of the Company dated 21 August 2015.

 

16. A copy of the notarial deed on the increase of the share capital of the Company dated 17 December 2015.

 

17. A copy of the notarial deed on the increase of the share capital of the Company dated 5 February 2016.

 

 

 

 

18. A copy of the notarial deed on the increase of the share capital of the Company dated 2 May 2016.

 

19. A copy of the consolidated articles of association of the Company dated 6 May 2016 (the “ Consolidated Articles ”).

 

20. A scanned copy of the written resolutions of the board of directors of the Company dated 2 July 2014 approving, among others, the 2014 Equity Incentive Plan (the “ Resolutions 1 ”).

 

21. A scanned copy of the minutes of the meeting of the board of directors of the Company held on 9 May 2016 approving, among others, the amendment of the 2014 Equity Incentive Plan in order to increase the number of shares available under this plan by a total of two million (2,000,000) additional shares and delegating power to the compensation committee of the Company regarding the filing of the Registration Statement (the “ Resolutions 2 ”).

 

22. A scanned copy of the written resolutions of the compensation committee of the Company dated 2 June 2016 approving, among others, the filing of the Registration Statement (the “ Resolutions 3 ” and together with the Resolutions 1 and the Resolutions 2, the “ Resolutions ”).

 

23. A scanned copy of the signed 2014 Equity Incentive Plan dated 2 July 2014.

 

24. A copy of an extract from the Luxembourg trade and companies register with respect to the Company dated 3 June 2016.

 

25. A certificate of non-registration of a judicial decision ( certificat de non-inscription d’une décision judiciaire ) dated 3 June 2016 and issued by the Luxembourg Trade and Companies Register in relation to the Company.

 

 

Exhibit 23.2

 

 

 

  Deloitte & Co. S.A.
  Florida 234, Piso 5°
  C1005AAF
  C.A.B.A., Argentina
  Tel: (54-11) 4320-2700
  Fax: (54-11) 4325-8081
  www.deloitte.com/ar

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Globant S.A. of our report dated February 29, 2016 relating to the consolidated financial statements of Globant S.A. as of December 31, 2015 and 2014, and for each of the three years in the period ended December 31, 2015, which are included in the form 20-F for the year ended December 31, 2015 of Globant S.A.

 

 

Yours truly,

 

City of Buenos Aires, Argentina

June 3, 2016

 

 

Deloitte & Co. S.A.

 

 

/s./ Gabriel Gómez Paz

Partner

 

 

 

 

 

 

 

 

Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee, and its network of member firms, each of which is a legally separate and independent entity. Please see www.deloitte.com/about for a detailed description of the legal structure of Deloitte Touche Tohmatsu Limited and its member firms.

 

 

 

Exhibit 24.1

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and directors of Globant S.A., a corporation ( société anonyme ) formed under the laws of the Grand Duchy of Luxembourg (the “Corporation”), hereby constitute and appoint Martín Migoya and Alejandro Scannapieco and each of them, the true and lawful agents and attorneys-in-fact of the undersigned with full power and authority in said agents and attorneys-in-fact, and in any one or more of them, to sign for the undersigned and in their respective names as officers and as Directors of the Corporation, a registration statement on Form S-8 (or other appropriate form) (the “Registration Statement”) relating to the proposed issuance of Common Shares, par value $1.20, of the Corporation and other securities pursuant to the Globant S.A. 2014 Equity Incentive Plan, as amended, and the Globant S.A. Stock Option Agreements (or any and all amendments, including post-effective amendments, to such Registration Statement) and file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with full power of substitution; hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

 

Signature   Title   Date
         
/s/ Martín Migoya        
Martín Migoya   Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
  June 3, 2016
         
/s/ Alejandro Scannapieco        
Alejandro Scannapieco   Chief Financial Officer
(Principal Financial Officer)
  June 3, 2016
         
/s/ Natalia Kanefsck        
Natalia Kanefsck   Chief Accounting Officer
(Principal Accounting Officer)
  June 3, 2016
         
/s/ Martín Gonzalo Umaran        
Martín Gonzalo Umaran   Director and Chief of Staff   June 3, 2016
         
/s/ Guibert Andrés Englebienne        
Guibert Andrés Englebienne   Director and Chief Technology Officer   June 3, 2016
         
/s/ Francisco Álvarez-Demalde        
Francisco Álvarez-Demalde   Director   June 3, 2016
         
/s/ David J. Moore        
David J. Moore   Director   June 3, 2016
         
/s/ Mario Eduardo Vázquez        
Mario Eduardo Vázquez   Director   June 3, 2016
         
/s/ Philip A. Odeen        
Philip A. Odeen   Director   June 3, 2016

 

 

 

 

Signature   Title   Date
         
/s/ Marcos Galperin        
Marcos Galperin   Director   June 3, 2016
         
/s/ Timothy Mott        
Timothy Mott   Director   June 3, 2016

 

 

 

Exhibit 99.2

 

Amendment No.1 to the

Globant S.A.

2014 Equity Incentive Plan

June 3, 2016

 

RECITALS

 

A.           By a decision dated 2 July 2014, the Board of Directors (the “ Board ”) of Globant S.A.,  a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 37A, boulevard J.F. Kennedy, L-1855 Luxembourg, registered with the Luxembourg trade and companies register under number B 173727 (the “ Company ”), adopted the Company’s 2014 Equity Incentive Plan (the “ Plan ”).

 

B.            Pursuant to Section 7(g) of the Plan, the Board is authorized to amend the Plan at any time.

 

C.            On May 9, 2016, the Board approved a 2,000,000 increase to the number of shares available for grant under the Plan.

 

AMENDMENT

 

1. The first paragraph of Section 4 of the Plan is hereby deleted in its entirety and replaced with the following:

 

“Subject to adjustments as provided in Section 7(d) of the Plan, effective as of May 9, 2016, the Common Shares that may be issued with respect to Awards granted under the Plan shall not exceed an aggregate of 3,666,667 shares, and of those the maximum number of shares that may be issued under this Plan pursuant to incentive stock options intended to qualify under Code section 422 is 1,666,667. Subject to the provisions of the law, the Company shall maintain an authorized capital comprising such number of shares for Awards under the Plan, subject to adjustments as provided in Section 7(d) of the Plan. If any Award, or portion of an Award, under the Plan expires or terminates unexercised, becomes unexercisable, is settled in cash without delivery of Common Shares, or is forfeited or otherwise terminated or canceled as to any shares, the shares subject to such Award shall thereafter be available for further Awards under the Plan. Notwithstanding anything herein to the contrary, shares used to pay the exercise price of an Award or tax obligations shall not be available again for other Awards under the Plan.”

 

2. Except as set forth in this Amendment, the Plan shall be unaffected hereby and shall remain in full force and effect.

 

 

 

 

In Witness Whereof , the undersigned has caused this Amendment to be executed as of the date first set forth above.

 

 

  By: /s/ Patricio Pablo Rojo
  Name: Patricio Pablo Rojo
  Title: General Counsel