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”).
Established 1868Placement Agent Agreement • June 2nd, 2014 • 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
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”).
