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May 27, 2010
UNDERWRITING AND SALE AND PURCHASE AGREEMENT
PARTIES OBLIGATIONS AND THEIR COUNTERPARTS
Pay the Initial purchase price
Guarantee 100% detention on TARGET
Guarantee the restructuration Perform the restructuration
Manage the company and the group
diligently
Manage the company and the group
diligently
First
earn-out price
Efficiently manage the company
Second
earn-out price
Maintain its promise to buy
through time
Pay the indemnity if failing to perform the
restructuration or to sell
Grant statements and warranties
Accept in advance the adaptation of statements and warranties du to the
restructuration
BIG FIRM SELLING SHAREHOLDERS TARGET
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1. — The buyer is BIG FIRM International
Name: BIG FIRM International
Status: u Société anonyme u under French Law
Share capital: €113.412
Registered office: u 12 avenue Edouard Vaillant 29200 u BREST u FRANCE
Registration: u BREST u B443 331 220
Representation: u Jean-Michel BIGBOSS u PRESIDENT OF THE COMPANY
2. — The Selling shareholders detain 100% of TARGET
2.1 — Selling shareholders guarantee that they own together 100% of TARGET shares and promise that the day they sell, they still own 100% of the shares.
TARGET is the company described below:
Name: TARGET INTERNATIONAL Status: u S.R.L u under Italian Law Share capital: €120.000 Registered office: u Via dei Missionni 89 u MILAN u ITALY Registration: u MILAN u 05814509812 Representation: u Jean-Michel BIGBOSS u PRESIDENT OF THE COMPANY
2.2 — If the Selling shareholders collectively don ’ t own 100% of the shares the day of the purchase, BIG FIRM won’t have to purchase any share to any of them.
2.3 — The shareholders also will have to pay to BIG FIRM an indemnity.
The amount of the indemnity and the way they will pay it is described in the Section 16 — The selling shareholders are liable if they fail to perform.
3. — BIG FIRM promises to acquire 100% of TARGET and all TARGET ’ s shareholders promise to sell all their shares to BIG FIRM.
3.1 — BIG FIRM promises to buy to all Selling shareholders 100% of the shares of the company.
3.2 — Selling shareholders of the Company promise to sell to BIG FIRM all their shares and guarantee that these shares will represents 100% of the shares of the company.
For example, there must be no other existing shareholder the day of the closing, or any person who could have after the closing the possibility to become shareholder through the benefit of stock-options, free shares, or any kind of promise.
3.3 — BIG FIRMmust purchase no matter what, as long as every conditions described in this agreement are met
3.4 — Selling shareholdersmust sell no matter what, as long as every conditions described in this agreement are met.
Selling shareholders means every shareholders of TARGET. The current shareholders are listed in Schedule 1.
This is a reciprocal promise: it has the same value as a purchase agreement.
The proof that the conditions are met is described in the Section 12 — All parties agree to consider the conditions fulfilled if the following events occur.
4. — But BIG FIRM purchase only if TARGET has accomplished several operations to restructure itself.
4.1 — Both the Selling shareholders and TARGET promise they will perform the restructuration before the closing date. The restructuration will result in TARGET absorbing some subsidiaries or transforming them.
The restructuration is described in Schedule2.1.
The closing date is given in the CLOSING section.
4.2 — If the restructuration is not performed, BIG FIRM won’t have to purchase any of the shares and and ask for an indemnity.
The counterpart for BIG FIRM’s obligation to pay the purchase price is the possibility by controlling TARGET to have an undisputed power to use TARGET’s assets or its subsidiary assets for their activity.
The indemnity is described in the Section 16 — The selling shareholders are liable if they fail to perform.
Romain Hazebroucq – Thibault Oudotte – Barreau
entrepreneurial – Janvier 2021