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 • April 14th, 2016 • 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 • 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”).
