SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 28th, 2013 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is 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”).
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”).
May 17, 2013Edap TMS Sa • May 28th, 2013 • 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
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 001Edap TMS Sa • May 28th, 2013 • 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 001Edap TMS Sa • May 28th, 2013 • Electromedical & electrotherapeutic apparatus
STRICTLY CONFIDENTIAL Mr. Marc Oczachowski Chief Executive Officer EDAP TMS SA 4-6, rue du Dauphine 69120 Vaulx-en-Velin France Dear Mr. Oczachowski:Edap TMS Sa • May 28th, 2013 • 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.
