SHARE PURCHASE AND CALL OPTION AGREEMENT. The Purchasers and Grantors.

The Seller and Beneficiary. This share purchase and call option agreement is entered into on January 17, ,. On the one hand,. In the presence of for the purpose of Section 4. NOW, THEREFORE , the Parties agree as follows: As a consequence, the Seller does not grant to the Purchasers any representation or warranty whatsoever related to the Shares or the Company and its activities and operations, other than those granted pursuant to Article 5.

Following the Transfer of the Shares, the Parties agree to jointly inform the customers with respect to the transfer of control of the Company.

The Parties shall mutually agree on the format, content, place and date of such notices. This responsibility excludes the right to obtain, manage or maintain the CE mark related to the products manufactured or marketed by the Seller. The full responsibility for the CE mark will remain with the Seller, who will agree to keep the mark valid for the term of this Agreement and the Distribution Agreement. The Seller will assign as necessary any rights to the CE mark necessary for the Company to operate in the Territory defined in the Distribution Agreement.

The Option Period 0, the Option Period 1, the Option Period 2, the Option Period 3 and the option periods defined in Article 7. On Option Period 1. In the event of a change of control of the Beneficiary and irrespective of section 7. The fees and expenses of PriceWaterhouseCoopers therefore shall be shared equally between the Grantors on the one hand and the Beneficiary on the other hand. The Transfer of the Option Shares shall be subject to the submission of: It being certified that the Disclosure Schedule remitted pursuant to Article 7.

The Grantors expressly agree on the foregoing. The Company, party to this Agreement, expressly agrees to act as the agent of the Parties. In addition, none of those individuals shall be have a controlling interest or be an officer in a company that is a competitor to the Beneficiary.

The Companies hold no direct or indirect shareholding in any company existing in law or in fact whatsoever, or in any legal or other entity other than the Subsidiaries, nor do the Companies serve as a director in law or in fact in any companies or entities whatsoever. The Companies have no outstanding or potential liability with respect to any of its former shareholding.

Upon consummation of the transactions contemplated by this Call Option and execution and delivery by the Grantors to the Beneficiary of share transfer forms in respect of the Option Shares in the name of the Beneficiary, the Beneficiary shall have a good title to the Option Shares and the direct and exclusive control of all dividends and voting rights of the Option Shares.

The Audited Financial Statements i present fairly the financial position of the Companies and the results of operations of the Companies as of the respective dates thereof and for the periods covered thereby; and ii were prepared in accordance with the Accounting Principles, applied on a consistent basis throughout the periods covered thereby.

The Transfer of the Option Shares shall not affect the rights and obligations of the Companies vis-vis third parties and none of the agreements entered into by the Companies. There is no fact that Materially Adversely Affects the business, property, condition, results of operations or business prospects of the Companies that has not been notified to the Beneficiary prior to the Transfer of the Option Shares.

The representations made herewith, the warranties granted, and the undertakings agreed to are valid, and shall remain valid, whatever the legal form the Companies may acquire including the Disclosure Schedule and Due Diligence Disclosure. Any such Claim Notice shall be sent to the Managers not later than sixty 60 days after the Indemnified Party has become aware of the claimed breach allegedly giving rise to indemnification hereunder. In the absence of objection by the Managers to the Indemnified Party within thirty 30 days of receipt by it of a Claim Notice, the Managers shall immediately pay to the Beneficiary an amount equal to the indemnifiable Losses set forth therein.

The Managers may not be released from its obligation to indemnify by invoking any lack of awareness of the facts in question, or any knowledge that the Beneficiary has or may have of the facts giving rise to the implementation of the obligation to indemnify e. The termination of any such representation and warranty, however, shall not affect any claim for any breach of any representation or warranty if written notice thereof is given to the breaching Party within the period of time referred to in Article 8.

The Parties agree that, following the Transfer of the Option Shares, they shall jointly inform the customers with respect to the transfer of control of the Company. The Grantors shall not take any action that is designed or intended to have the effect of discouraging any lessor, licensor, customer, supplier, or other business associate of the Company from maintaining the same business relationships with the Company after the Transfer of the Option Shares as it maintained with the Company and the Subsidiaries if any prior to the Transfer of the Option Shares.

The Grantors will refer to the Beneficiary all customer inquiries received by the Grantors from and after the Transfer of the Option Shares relating to the business of the Companies. CA, , United States of America. The transfer Taxes resulting from the transfer of the Shares to the Purchasers and from the transfer of the Option Shares to the Beneficiary shall be borne respectively by the Purchasers and by the Beneficiary. The Purchasers and the Beneficiary shall take all necessary steps to fulfill any and all formalities relating thereto.

No terms of this Agreement may be altered, modified, amended, supplemented or terminated except by an instrument in writing duly signed by the Parties.

None of the Parties may assign the benefit of any provision of this Agreement without the prior written consent of the other Party, to any Person, including to any subsequent purchaser of all or parts of the Shares or Option Shares or to a company that shall merge with the Party or to which the Party shall contribute all or substantially all of its assets or its business. Made on the date specified above in twenty 20 originals.

President and Chief Executive Officer. SALE AND PURCHASE OF THE SHARES. PURCHASE PRICE AND PAYMENT OF THE PURCHASE PRICE. ACTIONS TO BE TAKEN ON THE TRANSFER DATE. POST TRANSFER OF THE SHARES - COVENANTS OF THE PARTIES.

CALL OPTION PROMESSE DE VENTE. POST TRANSFER OF THE OPTION SHARES - COVENANTS OF THE PARTIES. Camus, 75, rue Dutot Paris, single ,. Eric Tourraud, born on June 5, , at Paris, France, French citizen, living at 4, rue de la Pinte Perpignan, divorced ,.

Promesse de vente

The Company is engaged in the business of the distribution of medical products. The Purchasers have agreed to acquire the Shares from the Seller and the Seller has agreed to sell the Shares to the Purchasers under the terms and conditions of this Agreement.

Ordinary Course of Business. Sales Revenue for Conceptus Products. Sales Revenue for Non-Conceptus Products. Transfer of the Option Shares. Transfer of the Option Shares Date. The Seller agrees to sell to the Purchasers, and the Purchasers agree to purchase from the Seller all of the Shares, in the proportions set out in Schedule 2.

Upon completion of the Transfer of the Shares, the Purchasers shall have the possession, use and ownership of the Shares and shall be subrogated to all the rights and obligations attached to the Shares including the right to the full amount of all dividends which might be paid as from the Transfer Date.

For the avoidance of doubt, it is specified that all of the actions listed in this Article 4. Representations and warranties of the Seller. The Seller represents and warrants that: Representations and Warranties of the Purchasers. Non Solicitation of Employees. Limitation of the Activity of the Company.

Notwithstanding the Call Option, the Purchasers shall have a complete independence in managing the Company, it being understood that the activity of the Company shall be limited to distribution activities and activities ancillary to distribution activities. The Company shall not, and the Purchasers will procure the Company not to enter into distribution, promotional or acquisition agreements for Non-Conceptus Products which are directly or indirectly of a competitive nature with the Conceptus products.

If the Company distributes products which are not produced by the Seller, the Purchasers shall procure that the Company maintains clear and distinct accounting of assets and resources used for distribution activities or activities ancillary to it for the Non-Conceptus Products, in order to allow accurate valuation of the Company profitability regarding solely the Conceptus Products.

The Company will, and the Purchasers will procure that, the Company ensure that all agreements to distribute non-Conceptus Products will allow the Company to terminate said agreement, at its sole discretion, without incurring any indemnification, costs or penalty whatsoever with at most a day notice period.

Additional Undertaking of the Purchasers. Additional Undertaking of the Managers.

Promesse de cession d’actions : quelles sont les clauses à connaître ?

CALL OPTION Promesse de Vente. Exercise of the Call Option. The Grantors and the Company will provide the Beneficiary full access to the premises and personnel of the Company as well as to any document and notably all financial, accounting, legal, tax and corporate documents and including without limitation all the necessary information and documents required to evaluate the Option Purchase Price including the products sale contracts and the margin per contracts, turnover for the Sales Revenue for Conceptus Products and Non-Conceptus product, on a monthly basis and the monthly reporting and all documents and information in response to any due diligence request list sent to Grantors by the Beneficiary.

The Grantors shall cooperate fully with the Beneficiary and its representatives during the Due Diligence Period. Absent any such confirmation, the Beneficiary shall be deemed not to have exercised the Call Option and will be under no obligation to purchase the Option Shares unless it exercises the Call Option again in accordance with Article 7.

However, following the Transfer of the Option Shares, the Company shall not be required to continue to distribute the Non-Conceptus Products and shall be entitled to terminate these agreements, as set out in Article 6. Should the Beneficiary exercise the Call Option, the sale of the Option Shares shall be made at a price determined according to this Article 7. Beneficiary does not exercise the Other Products Option.

Beneficiary exercises the Other Products Option. On Option Period 2. Should the Company be Profitable.

Should the Company not be Profitable. As an exception to the foregoing, in the event of a change of control of the Beneficiary and irrespective of section 7. Undertakings of the Grantors and the Beneficiary. Undertakings of the Grantors. Undertakings of the Beneficiary. Representations and Warranties of the Managers. Accounting and Financial Documents. Absence of certain changes and events. Completeness of Representations and Warranties. Survival of Representations, Warranties and Indemnity.

For three 3 years following the Transfer of the Option Shares, the Managers undertake and shall cause their respective, representatives and employees to undertake, whether on their own account or for the account of any other Person , among other things, not to: The Grantors covenant and agree that they shall not disclose to any Person, orally or in writing, formally or informally, any information concerning the businesses and affairs of the Companies that is not already generally available to the public.

The restrictions imposed by this Article 9. A Notice shall be deemed to have been received i if delivered by hand, on the day of such delivery or ii if delivered by certified or registered mail or overnight delivery service, on the day of such delivery or, should the addressee refuse the delivery or be absent on that date, on the day of first presentation of the Notice or iii if delivered by fax, on the day on which such fax was sent, provided that a copy is also sent by registered or certified mail sent no later than the first Business Day following the day the facsimile was sent.

Notices shall be sent to the following addresses: Other Costs and Expenses. Calculation of the Periods of Time. Governing Law - Disputes.