SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 28th, 2012 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March [ ], 2012, 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”).
STRICTLY CONFIDENTIAL Mr. Marc Oczachowski Chief Executive Officer EDAP TMS SA 4-6, rue du Dauphine 69120 Vaulx-en-Velin France Dear Mr. Oczachowski:Letter 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”).
March 28, 2012Edap TMS Sa • March 28th, 2012 • 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.
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).
ContractEdap TMS Sa • March 28th, 2012 • Electromedical & electrotherapeutic apparatus
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