EDAP TMS S.A. 4,150,000 American Depositary Shares Representing 4,150,000 Ordinary Shares (Nominal Value €0.13 per share) PURCHASE AGREEMENTPurchase Agreement • April 26th, 2021 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus • New York
The ADSs delivered to the Underwriters hereunder shall be evidenced by American Depositary Receipts (“ADRs”) issued pursuant to the Deposit Agreement (the “Deposit Agreement”) dated as of July 31, 1997 and amended and restated as of April 7, 2008, by and among the Company, The Bank of New York Mellon, as depositary (the “Depositary”) and all owners and beneficial owners from time to time of the ADRs.
EDAP TMS S.A. 2,666,667 American Depositary Shares Representing 2,666,667 Ordinary Shares (Nominal Value €0.13 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • September 26th, 2022 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus • New York
The ADSs delivered to the Underwriters hereunder shall be evidenced by American Depositary Receipts (“ADRs”) issued pursuant to the Deposit Agreement (the “Deposit Agreement”) dated as of July 31, 1997 and amended and restated as of April 7, 2008, by and among the Company, The Bank of New York Mellon, as depositary (the “Depositary”) and all owners and beneficial owners from time to time of the ADRs.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 17th, 2006 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 2nd, 2014 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 28, 2014, between EDAP TMS S.A., a French société anonyme, with headquarters located at Parc d'activités la Poudrette-Lamartine, 4/6, rue du Dauphiné, 69120 Vaulx-en-Velin, France (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AGREEMENT AND RELEASEAgreement and Release • March 31st, 2008 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus • New York
This Agreement and Release (this “Agreement”), dated as of April 3, 2007, is by and among HT Prostate Therapy Management Company, LLC, a Delaware limited liability company (“HT Prostate”), HealthTronics, Inc, a Georgia corporation (“HealthTronics”), EDAP TMS S.A., a French société anonyme (“Parent Corporation”), EDAP S.A., a French société anonyme (“HIFU Subsidiary”), and Technomed Medical Systems S A, a French société anonyme (“Manufacturing Subsidiary” and, collectively with Parent Corporation and HIFU Subsidiary, the “EDAP Parties”). Capitalized terms used but not defined herein shall have the meanings given them in the Distribution Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 31st, 2007 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus • New York
The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:
STRICTLY CONFIDENTIAL Mr. Marc Oczachowski Chief Executive Officer EDAP TMS SA 4-6, rue du Dauphine 69120 Vaulx-en-Velin France Dear Mr. Oczachowski:Placement Agent Agreement • April 14th, 2016 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus • New York
EDAP TMS SA (the “Company”) and H.C. Wainwright & Co., LLC (“HC Wainwright”) hereby agree that HC Wainwright shall serve as the exclusive placement agent for the Company on a reasonable best efforts basis, in connection with the proposed transaction, or series of transactions, to occur during the term of this Agreement (each, an “Offering”). An Offering shall consist of registered securities (the “Securities”) of the Company, which Securities may include one or any combination of the following: the ordinary shares of the Company (the “Ordinary Shares”), warrants to purchase Ordinary Shares (“Warrants”) or securities of the Company convertible into Ordinary Shares (“Convertible Securities”). The terms of such Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company, HC Wainwright and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein implies that HC Wainwright has the power or authority to bind the Co
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 31st, 2007 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 29, 2007, by and among EDAP TMS S.A., a French société anonyme, with headquarters located at Parc d’activités la Poudrette-Lamartine, 4/6, rue du Dauphiné, 69120 Vaulx-en-Velin, France (the ”Company”), and the investors signatory hereto (each, including its successors and assigns, a “Buyer” and collectively, the “Buyers”).
AMENDMENT TO THE SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 28th, 2013 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus • New York
This AMENDMENT, dated as of [ ], 2013, (the “Amendment”) is an amendment to Securities Purchase Agreement (the “Agreement”), dated as of [ ], 2013, between EDAP TMS S.A., a French société anonyme, with headquarters located at Parc d'activités la Poudrette-Lamartine, 4/6, rue du Dauphiné, 69120 Vaulx-en-Velin, France (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 14th, 2016 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 7, 2016, between EDAP TMS S.A., a French société anonyme, with headquarters located at Parc d'activités la Poudrette-Lamartine, 4/6, rue du Dauphiné, 69120 Vaulx-en-Velin, France (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ContractRegistration Statement • February 24th, 2012 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus
JONES DAY PARTNERSHIP CONSTITUEE SELON LE DROIT DE L’OHIO, USA AVOCATS AU BARREAU DE PARIS 2, RUE SAINT-FLORENTIN · 75001 PARIS TELEPHONE: (0)1.56.59.39.39 · FACSIMILE: (0)1.56.59.39.38 · TOQUE J 001 WWW.JONESDAY.COM
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 18th, 2006 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus • New York
PARTNERSHIP CONSTITUEE SELON LE DROIT DE L’OHIO, USA AVOCATS AU BARREAU DE PARIS 2, RUE SAINT-FLORENTIN · 75001 PARIS TELEPHONE: (0)1.56.59.39.39 · FACSIMILE: (0)1.56.59.39.38 · TOQUE J 001Shareholder Agreement • June 2nd, 2014 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus
We have acted as special French counsel for EDAP TMS SA, a French société anonyme (the “Company”) in connection with the issuance by the Company of 3,000,000 ordinary shares, par value €0.13 per share (the “Ordinary Shares”) each represented by American Depositary Shares (“ADSs”). The Ordinary Shares are included in a Registration Statement on Form F-3 (Registration No. 333-195435), filed by the Company with the Securities and Exchange Commission on April 22, 2014 and declared effective on May 7, 2014 (the “Registration Statement”).
Amendment No. 1 to the Distribution AgreementDistribution Agreement • May 20th, 2005 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus • Georgia
Amendment No. 1, dated as of December 23, 2004 (this “Amendment”), to the Distribution Agreement (the “Distribution Agreement”), dated as of February 25, 2004, by and between EDAP TMS S.A., EDAP S.A. and Technomed Medical Systems S.A. (collectively, the “EDAP Parties”) and HT Prostate Therapy Management Company, LLC (“HT Prostate”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Distribution Agreement.
Commercial LeaseCommercial Lease • April 4th, 2016 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus
APPENDIX NO. 2 TO LEASE DATED SEPTEMBER 25, 2002Lease Agreement • May 20th, 2005 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus
MAISON ANTOINE BAUD, a joint-stock company with a capital of € 3,096,336 whose registered offices are at ZI Les Acilloux, 27, Route du Cendre, Cournon d’ Auvergne (Puy de Dôme), France and registered in Clermont-Ferrand under the number 855 201 521, represented by Yves Dupré, the Vice-Chairman of the Board of Directors and party to the contract and after this simply called the Lessor
March 28, 2012Warrant Agreement • March 28th, 2012 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus
We have acted as special United States counsel for EDAP TMS, a French société anonyme (the “Company”), in connection with the Company’s issuance and sale of 2,812,500 Ordinary Shares, par value €0.13 per share (the “Ordinary Shares”) each represented by American Depositary Shares (“ADSs”) with Warrants (the “Warrants”) attached to the Ordinary Shares, exercisable for an aggregate of 1,406,250 Ordinary Shares (the “Warrant Shares”). The Ordinary Shares with Warrants attached are being issued and sold as a unit pursuant to the terms of the securities purchase agreement dated March 22, 2012 by and among the Company and the several purchasers named therein, including Exhibit A setting forth the terms and conditions of the Warrants as signed by the Company, as amended by means of an amendment dated March 23, 2012.
May 17, 2013Placement Agent Agreement • May 28th, 2013 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus • New York
EDAP TMS SA (the “Company”) and H.C. Wainwright & Co., LLC (“HC Wainwright”) hereby agree that HC Wainwright shall serve as the exclusive placement agent for the Company (“Direct Placement”) on a reasonable best efforts basis, in connection with the proposed transaction, or series of transactions, to occur during the term of this Agreement (each, a “Placement”). A Placement shall consist of registered or unregistered securities (the “Securities”) of the Company, which Securities may include one or any combination of the following: the ordinary shares of the Company (the “Ordinary Shares”), warrants to purchase Ordinary Shares (“Warrants”) or securities of the Company convertible into Ordinary Shares (“Convertible Securities”). The terms of such Placement and the Securities issued in connection therewith shall be mutually agreed upon by the Company, HC Wainwright and, if a Direct Placement, the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein implie
AGREEMENT AND RELEASEDistribution Agreement • July 16th, 2007 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus • New York
This Agreement and Release (this “Agreement”), dated as of April 3, 2007, is by and among HT Prostate Therapy Management Company, LLC, a Delaware limited liability company (“HT Prostate”), HealthTronics, Inc., a Georgia corporation (“HealthTronics”), EDAP TMS S.A., a French société anonyme (“Parent Corporation”), EDAP S.A., a French société anonyme (“HIFU Subsidiary”), and Technomed Medical Systems S.A., a French société anonyme (“Manufacturing Subsidiary” and, collectively with Parent Corporation and HIFU Subsidiary, the “EDAP Parties”). Capitalized terms used but not defined herein shall have the meanings given them in the Distribution Agreement (as defined below).
PARTNERSHIP CONSTITUEE SELON LE DROIT DE L’OHIO, USA AVOCATS AU BARREAU DE PARIS 2, RUE SAINT-FLORENTIN · 75001 PARIS TELEPHONE: (0)1.56.59.39.39 · FACSIMILE: (0)1.56.59.39.38 · TOQUE J 001Warrant Agreement • May 28th, 2013 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus
We have acted as special United States counsel for EDAP TMS, a French société anonyme (the “Company”), in connection with the issuance and sale by the Company of 3,000,000 Ordinary Shares, par value €0.13 per share (the “Ordinary Shares”) each represented by American Depositary Shares (“ADSs”) with a Warrant (the “Warrants”) attached to each Ordinary Share, exercisable for an aggregate of 1,500,000 Ordinary Shares (the “Warrant Shares”). The Ordinary Shares with Warrants attached are being issued and sold as a unit pursuant to the terms of the securities purchase agreement dated May 20, 2013, as amended (the “Securities Purchase Agreement”) by and among the Company and the several purchasers named therein, including Exhibit A setting forth the terms and conditions of the Warrants as signed by the Company.
PARTNERSHIP CONSTITUEE SELON LE DROIT DE L’OHIO, USA AVOCATS AU BARREAU DE PARIS 2, RUE SAINT-FLORENTIN · 75001 PARIS TELEPHONE: (0)1.56.59.39.39 · FACSIMILE: (0)1.56.59.39.38 · TOQUE J 001Partnership Agreement • May 28th, 2013 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus
EDAP TMS S.A. AND THE BANK OF NEW YORKDeposit Agreement • March 27th, 2008 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus • New York
Letterhead of EDAP TMS S.A.] July 9, 2007Agreement and Release • July 16th, 2007 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus
AMENDMENT AND WAIVER AGREEMENTAmendment and Waiver Agreement • March 28th, 2012 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus
THIS AMENDMENT AND WAIVER AGREEMENT (the “Agreement”), dated as of March 26, 2012, is entered into by and among EDAP TMS SA (the “Company”) and Rodman & Renshaw, LLC (“Rodman”). Defined terms not otherwise defined herein shall have the meanings set forth in the Engagement Agreement (as defined below).
AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF OCTOBER 29, 2007Securities Purchase Agreement • January 3rd, 2011 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus
This amendment agreement (the "Amendment") dated as of December 29, 2010 to the securities purchase agreement (the "Securities Purchase Agreement") entered on October 29, 2007 by and among EDAP TMS S.A., a French société anonyme, with headquarters located at Parc d'activités la Poudrette-Lamartine, 4/6, rue du Dauphiné, 69120 Vaulx-en-Velin, France (the “Company”), and the investors signatory hereto (each including its successors and assigns, a “Buyer”, collectively the “Buyers”), is entered into among the Company and the Buyers.
July 9, 2007Release Agreement • March 31st, 2008 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus
AGREEMENT AND AMENDMENT NO. 2 OF THE DISTRIBUTION AGREEMENT DATED FEBRUARY 25, 2004Distribution Agreement • June 6th, 2006 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus
Between : - EDAP TMS S.A., a French société anonyme having its registered office at Parc d'activité La Poudrette Lamartine, 4-6, rue du Dauphiné , 69120 Vaulx-en-Velin, France (“EDAP TMS”)
STRICTLY CONFIDENTIAL Mr. Marc Oczachowski Chief Executive Officer EDAP TMS SA 4-6, rue du Dauphine 69120 Vaulx-en-Velin France Dear Mr. Oczachowski:Placement Agreement • March 28th, 2012 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus • New York
This letter agreement (this “Agreement”) amends and restates the Letter Agreement, dated October 18, 2010, between EDAP TMS SA (the “Company”) and Rodman & Renshaw, LLC (“Rodman”) (the “Prior Agreement”).
STRICTLY CONFIDENTIAL Mr. Marc Oczachowski Chief Executive Officer EDAP TMS SA 4-6, rue du Dauphine 69120 Vaulx-en-Velin France Dear Mr. Oczachowski:Engagement Letter • May 28th, 2013 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus
Reference is made to the engagement letter (the “Engagement Letter”), dated May 17, 2013, by and between EDAP TMS SA (the “Company”) and H.C. Wainwright & Co., LLC (“HC Wainwright”), pursuant to which HC Wainwright shall serve as the exclusive placement agent for the Company on a reasonable best efforts basis, in connection with the Placement during the Term.
ContractShareholder Agreement • March 28th, 2012 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus
JONES DAY PARTNERSHIP CONSTITUEE SELON LE DROIT DE L’OHIO, USA AVOCATS AU BARREAU DE PARIS 2, RUE SAINT-FLORENTIN · 75001 PARIS TELEPHONE: (0)1.56.59.39.39 · FACSIMILE: (0)1.56.59.39.38 · TOQUE J 001 WWW.JONESDAY.COM
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 16th, 2007 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus
This Agreement is made pursuant to the Agreement and Release, dated as of the date hereof, by and among the Purchaser, the Company, EDAP S.A., and Technomed Medical Systems S.A. (the “Release Agreement”).
