Exhibit 10.1


 


Dated
14th February 2014



 


————


 


Share
purchase agreement of Imaging Equipment limited


 


between


 


Advanced Accelerator Applications
SA


 


and


 


Imaging Equipment (Holdings)
Limited


 


and


 


Mr Nicholas Stevens


 


and


 


Mrs Helen Ruth Stevens


 


and


 


Mr Prabhjeevan Singh Virk


 


and


 


Mr Victor Griffin


 


and


 


Mr Richard Huggins


 





 


Piper Smith Watton LLP


29 Great Peter Street,


London,


SW1P 3LW


T: 020 7222 9900


F: 020 7222 9901


W: www.pswlaw.co.uk


 


Ref: SE/A00660.1


 




    	 



    	 



    

 


Contents


 


	Clause	 	 
	1.	Interpretation	1
	2.	Sale and purchase	5
	3.	Purchase price	6
	4.	Completion	8
	5.	Warranties	8
	6.	Limitations on claims	10
	7.	Property	11
	8.	Tax covenant	11
	9.	Indemnities	11
	10.	Commitment of Mr Nicholas Stevens and Mr Prabhjeevan Singh Virk	12
	11.	Confidentiality and announcements	12
	12.	Further assurance	14
	13.	Assignment	15
	14.	Entire agreement	15
	15.	Variation and waiver	16
	16.	Costs	16
	17.	Notices	16
	18.	Interest	19
	19.	Severance	19
	20.	Agreement survives Completion	19
	21.	Third party rights	19
	22.	Successors	20
	23.	Counterparts	20
	24.	Right and remedies	20
	25.	Governing law and jurisdiction	20
	 	 	 





	Schedule	 	 
	 	 	 
	Schedule 1	Particulars of Warrantors & Liability for Claims	21
	 	 	 
	Schedule 2	Particulars of the Company	22
	 	 	 
	Schedule 3	Completion	23
	 	 	 





	Part 1.	What the Seller shall deliver to the Buyer at Completion	23
	 	 	 
	Part 2.	Matters for the board meetings at Completion	24
	 	 	 





	Schedule 4	Warranties	25
	 	 	 





	Part 1.	General Warranties	25
	1.	Power to sell the Sale Shares	25
	2.	Shares in the Company	25
	3.	Constitutional and corporate documents	26
	4.	Information	27


 




    	 



    	 



    

  


	5.	Compliance with laws	27
	6.	Licences and consents	27
	7.	Insurance	28
	8.	Disputes and investigations	28
	9.	Defective Products and Services	29
	10.	Contracts and trading	29
	11.	Effect of sale of the Sale Shares	30
	12.	Transactions with the Seller and the Warrantors	30
	13.	Finance and guarantees	31
	14.	Insolvency	31
	15.	Accounts	32
	16.	Changes since Accounts Date	33
	17.	Assets	33
	18.	Financial and other records	34
	19.	Plant and Equipment and Stock in Trade	34
	20.	Intellectual property	35
	21.	Information technology	35
	22.	Employment	36
	23.	Retirement benefits	38
	24.	Property	38
	25.	Environment	42
	 	 	 
	Part 2.	Tax Warranties	44


 


	Schedule 5	Tax covenant	49
	 	 	 
	Schedule 6	Net Financial Position	63





	1.	Definitions	63
	2.	Accounts	64
	3.	Expert determination	66
	 	 	 





	Schedule 7	The Properties	68


 




    	 



    	 



    

 


THIS AGREEMENT is dated 14th February 2014



 


Parties


 


		(1)	Imaging Equipment (Holdings) Limited, incorporated and registered in England and Wales with company
number 8616092 whose registered office is at The Barn Manor Farm, Church Lane, Chilcompton, Radstock, Somerset, BA3 4HP, UK (the
Seller)



 


		(2)	The several persons whose names and addresses are set out in Schedule 1 (the Warrantors).



 


		(3)	Advanced Accelerator Applications SA incorporated and registered in France with company number
441 417 110 BOURG EN BRESSE TCR whose registered office is at 20 rue Diesel, 01630 Saint Genis Pouilly, France (the Buyer).



 


Background


 


		(A)	The Company is a private company limited by shares incorporated in England and Wales.



 


		(B)	The Company has an issued share capital of £100 divided into 2,000 ordinary shares of £0.05
each.



 


		(C)	Further particulars of the Company at the date of this agreement are set out in Schedule 2.



 


		(D)	The Seller is the legal and beneficial owner of the legal and beneficial title to all of Sale Shares
as defined below.



 


		(E)	The Seller has agreed to sell and the Buyer has agreed to buy the Sale Shares subject to the terms
and conditions of this agreement.



 


		(F)	The Warrantors have agreed to enter into the warranties and indemnities set out in this agreement



 


Agreed terms


 


		1.	Interpretation



 


		1.1	The definitions and rules of interpretation in this clause apply in this agreement.



 


Accounts: the financial
statements of the Company as at and to the Accounts Date, comprising the individual accounts of the Company including in the balance
sheet, profit and loss account together with the notes on them, the cash flow statement and directors' report (a copy of which
are included in the Disclosure Bundle).


 


Accounts Date: 31st
December 2013.


 


Bonus Scheme: the
non contractual bonus scheme currently carried out by the Company in respect of its sales employees and consultants


 


Business: the business
carried on by the Company, namely a supplier of medical products.


 


Business Day: a day other
than a Saturday, Sunday or public holiday in England and France when banks in London and Paris are open for business.


 




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Buyer's Solicitors: Piper
Smith Watton LLP, 29 Great Peter Street, London, SW1P 3LW, United Kingdom.


 


CAA 2001: the Capital
Allowances Act 2001.


 


Claim: a claim for breach
of any of the Warranties


 


Company: Imaging Equipment
Limited, a company incorporated and registered in England and Wales with company number 4189193 whose registered office is at The
Barn Manor Farm, Church Lane, Chilcompton, Radstock, Somerset, BA3 4HP, UK, further details of which are set out in Schedule 2.


 


Completion: completion
of the sale and purchase of the Sale Shares in accordance with this agreement.


 


Completion Date: the date
of this agreement.


 


Connected: has, in relation
to a person, the meaning given in section 1122 of the CTA 2010.


 


Consideration Shares:
the ordinary shares of in the capital of the Buyer to be allotted and issued to the Seller in accordance with clause 3.1 in consideration
for the sale of the Sale Shares.


 


Control: shall be as defined
in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.


 


CTA 2009: the Corporation
Tax Act 2009.


 


CTA 2010: the Corporation
Tax Act 2010.


 


Director: each person
who is a director or shadow director of the Company as set out in Schedule 2.


 


Disclosed: fairly and
fully disclosed (with sufficient details to identify the nature and scope of the matter disclosed) in or under the Disclosure Letter.


 


Disclosure Bundle: the
bundle of documents, in agreed form, annexed to the Disclosure Letter.


 


Disclosure Letter: the
letter from the Seller to the Buyer, in agreed form, with the same date as this agreement that is described as the Disclosure Letter,
including the Disclosure Bundle.


 


Distribution Agreements: the
distribution agreements to which the Company is a party to and which are Disclosed.


 


Employee: has the meaning
set out in paragraph 22.1 of Part 1 of Schedule 4.


 


Employment Contracts: means
the employment contracts with the Buyer (in the agreed form) to be entered into by each of Mr Nicholas Stevens, Mrs Helen Ruth
Stevens and Mr Prabhjeevan Singh Virk


 


Encumbrance: any interest
or equity of any person (including any right to acquire, option or right of pre-emption) or any sale, mortgage, charge, pledge,
lien, assignment, hypothecation, security interest, title retention or any other security agreement or arrangement.


 




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Group: in relation to
a company, that company, any or any Holding Company from time to time of that company, and any Subsidiary from time to time of
a Holding Company of that company. Each company in a Group is a member of the Group.


 


Holding Company: has the
meaning given in clause 1.11.


 


ICTA 1988: the Income
and Corporation Taxes Act 1988.


 


IHTA 1984: the Inheritance
Tax Act 1984.


 


Indemnity Claim: a claim
for breach of any of the indemnities in clause 9.


 


Intellectual Property Rights:
has the meaning given in paragraph 20.1 of Part 1 of Schedule 4.


 


ITA 2007: the Income Tax
Act 2007.


 


ITEPA 2003: the Income
Tax (Earnings and Pensions) Act 2003.


 


Pension Scheme: Scottish
Widows Stakeholder Pension Plan (Group Number P000049924.


 


Previously-owned Land and
Buildings: has the meaning given in paragraph 24.1 of Part 1 of Schedule 4.


 


Properties: has the meaning
given in paragraph 24.1 of Part 1 of Schedule 4.


 


Purchase Price: the consideration
for the Sale Shares to be paid by the Buyer on Completion in accordance with clause 3.


 


Purple Batch Loan: means
any sums due and outstanding (including any interest) from the Company to Purple Batch Limited


 


Sale Shares: 2,000 ordinary
shares of £0.05 each in the Company, all of which have been issued and are fully paid, and which comprise the whole of the
issued share capital of the Company.


 


Seller’s Solicitors:
Harris + Harris Solicitors of 11 Stony Street, Frome, Somerset, BA11 1BU, United Kingdom.


 


Share For Share Exchange:
the Share for Share Exchange carried out by the Warrantors, the Seller and the Company on
18th July 2013, whereby each of the Warrantors exchanged their shares in the Company for shares in the Seller.


 


Subsidiary: has the meaning
given in clause 1.11.


 


Subsidiary undertaking:
a subsidiary undertaking as defined in section 1162 of the Companies Act 2006.


 


Substantiated Claim: a
Claim that has been:


 


		(a)	agreed in writing by the parties to the Claim, both as to liability and quantum; or



 


		(b)	finally adjudicated by a court of competent jurisdiction and no right of appeal lies in respect
of such adjudication, or the parties are debarred by passage of time or otherwise from making an appeal.



 


Tax or Taxation: has the
meaning given in paragraph 1.1 of Schedule 5.


 




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Tax Covenant: the tax
covenant set out in Schedule 5.


 


Tax Warranties: the Warranties
set out in Part 2 of Schedule 4.


 


Taxation Authority: has
the meaning given in paragraph 1.1 of Schedule 5.


 


Taxation Statute: has
the meaning given in paragraph 1.1 of Schedule 5.


 


TCGA 1992: the Taxation
of Chargeable Gains Act 1992.


 


TIOPA 2010: the Taxation
(International and Other Provisions) Act 2010.


 


TMA 1970: the Taxes Management
Act 1970.


 


Transaction: the transaction
contemplated by this agreement or any part of that transaction.


 


VATA 1994: the Value Added
Tax Act 1994.


 


Warranties: the warranties
given pursuant to clause 5 and set out in Schedule 4.


 


Warrantors: those persons
whose names are set out in Schedule 1.


 


		1.2	Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.



 


		1.3	References to clauses and Schedules are to the clauses of and Schedules to this agreement and references
to paragraphs are to paragraphs of the relevant Schedule.



 


		1.4	The Schedules form part of this agreement and shall have effect as if set out in full in the body
of this agreement. Any reference to this agreement includes the Schedules.



 


		1.5	A reference to this agreement or to any other agreement or document referred to in this
agreement is a reference to this agreement or such other agreement or document as varied or novated in accordance with its
terms from time to time.



 


		1.6	Unless the context otherwise requires, words in the singular shall include the plural and the plural
shall include the singular.



 


		1.7	Unless the context otherwise requires, a reference to one gender shall include a reference to the
other genders.



 


		1.8	A person includes a natural person, corporate or unincorporated body (whether or not having
separate legal personality) and that person's personal representatives, successors and permitted assigns.



 


		1.9	A reference to a party shall include that party's personal representatives, successors and
permitted assigns.



 


		1.10	A reference to a company shall include any company, corporation or other body corporate,
wherever and however incorporated or established.



 




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		1.11	A reference to a Holding Company or a Subsidiary means a holding company or a subsidiary
(as the case may be) as defined in section 1159 of the Companies Act 2006 and for the purposes only of the membership requirement
contained in sections 1159(1)(b) and (c), a company shall be treated as a member of another company even if its shares in that
other company are registered in the name of:



 


		(a)	another person (or its nominee), by way of security or in connection with the taking of security;
or



 


		(b)	its nominee.



 


		1.12	A reference to the Warrantors shall include a reference to each of them.



 


		1.13	A reference to writing or written includes fax and e-mail (unless otherwise expressly
provided in this agreement).



 


		1.14	Any words following the terms including, include, in particular, for example
or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition,
phrase or term preceding those terms.



 


		1.15	Where the context permits, other and otherwise are illustrative and shall not limit
the sense of the words preceding them.



 


		1.16	A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted
from time to time provided that, as between the parties, no such amendment, extension or re-enactment made after the date of this
agreement shall apply for the purposes of this agreement to the extent that it would impose any new or extended obligation, liability
or restriction on, or otherwise adversely affect the rights of, any party.



 


		1.17	A reference to a statute or statutory provision shall include all subordinate legislation made
from time to time under that statute or statutory provision.



 


		1.18	Any obligation on a party not to do something includes an obligation not to allow that thing to
be done.



 


		2.	Sale and purchase



 


		2.1	On the terms of this agreement, the Seller shall sell and the Buyer shall buy, with effect from
Completion, the Sale Shares with full title guarantee, free from all Encumbrances and together with all rights that attach (or
may in the future attach) to the Sale Shares including, in particular, the right to receive all dividends and distributions declared,
made or paid on or after the Completion Date.



 


		2.2	The Buyer is not obliged to complete the purchase of any of the Sale Shares unless the purchase
of all the Sale Shares is completed simultaneously.



 




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		3.	Purchase price



 


		3.1	The Purchase Price is calculated as a sum equivalent to three times the Company’s EBITDA
for the financial year ended 31st March 2103, being £402,654, giving a Purchase Price of £1,207,962. The
Purchase Price shall be satisfied on Completion by the allotment and issue to the Seller, credited as fully paid, of 294,743 Consideration
Shares.



 


		3.2	In addition to the Purchase Price the Seller shall be entitled to a further payment of a sum equal
to the Net Financial Position (as defined in and calculated in accordance with Schedule 6) which will be:



 


		(a)	a cash amount payable to the Seller where the Net Financial Position is a positive; or



 


		(b)	a cash amount payable to the Buyer where the Net Financial Position is a negative.



 


		3.3	The Purchase Price shall be deemed to be reduced by the amount of any payment made to the Buyer
for each and any:



 


		(a)	Claim; or



 


		(b)	Indemnity Claim; or



 


		(c)	claim under the Tax Covenant; or



 


		(d)	any payment due to the Buyer in the event of a negative Net Financial Position.



 


For the avoidance
of doubt any repayment due to the Buyer as a result of a Claim, an Indemnity Claim, a claim under the Tax Covenant or a payment
due upon a negative Net Financial Position shall be made in cash notwithstanding that Purchase Price is satisfied by the issue
of Consideration Shares.


 


		3.4	All cash payments to be made to the Seller under this agreement shall be made in sterling by electronic
transfer of immediately available funds to the Seller’s Solicitors (who are irrevocably authorised by the Seller to receive
the same). Payment to the Seller’s Solicitors in accordance with this clause shall be a good and valid discharge of the obligations
of the Buyer to pay the sum in question to the Seller, and the Buyer shall not be concerned to see the application of the monies
so paid.



 


		3.5	For the purposes of clause 3.1,
the value of each Consideration Share shall be €5 (Five Euro) and the rate of sterling to Euro conversion is agreed as being
£1 to €1.22.



 


		3.6	The Seller undertakes to the Buyer that it shall not, during the period of 24 months following
Completion (the Lock-in Period), sell, transfer of otherwise dispose of, or create any Encumbrance over, any of the Consideration
Shares (or any interest in them), or enter into any agreement to do so, except in accordance with clause 3.7 below



 




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		3.7	Nothing in this clause 3 shall prevent the Seller from selling, transferring or otherwise disposing
of any Consideration Shares (or any interest in them: with the prior written consent of the Buyer.



 


		3.8	In addition each of the Warrantors hereby undertake and covenant that they shall not, for a period
of 24 months, sell, transfer, assign or otherwise dispose or create any Encumbrance over the shares that they currently hold in
the Seller.



 


		3.9	The Buyer acknowledges that the shares held by the Seller in Nuada Medical Limited ("the Nuada
Shares") do not form part of this transaction, and that the Company has executed transfers of the Nuada shares from the Company
to the Seller but that the transfer of the shares may not have been registered as at the date of Completion.   The Buyer
agrees that in respect of the Nuada Shares:-



 


		(a)	they are not covered by the Warranties given by the Seller and the Warrantors in Schedule 4 of this Agreement.



 


		(b)	that no value is to be attributed to them in the calculation of the Net Financial Provision under Schedule 6 of this Agreement.



 


		(c)	the Buyer shall allow the Company to promptly execute and deliver such documents and perform such acts as the Seller may reasonably
require from time to time for the purpose of giving full effect to the transfer of the Nuada Shares, save that any Stamp Duty or
any other tax, duty or levy in respect of the transfer of the Nuada Shares shall be payable by the Seller and / or the Warrantors
and neither the Buyer nor the Company shall have any obligations in this regard.



 


		(d)	The Buyer undertakes to the Seller that, if and for so long as the Company remains the registered holder of any of the Nuada
Shares after Completion, it shall procure that the Company:



 


		i)	holds such Nuada Shares together with all dividends and any other distributions of profits, surplus
or other assets in respect of such Nuada Shares and all rights arising out of or in connection with them, in trust for the Seller;



 


		ii)	at all times after Completion, deal with and dispose of such Nuada Shares, dividends, distributions,
assets and rights as the Seller shall direct;



 


		iii)	exercise all voting rights attached to such Nuada Shares in such manner as the Seller shall direct;
and



 


		iv)	if required by the Seller, execute all instruments of proxy or other documents as may be necessary
to enable the Seller to attend and vote at any meeting of the Company.



 




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		4.	Completion



 


		4.1	Completion shall take place on the Completion Date at the offices of the Buyer's Solicitors (or
at any other place as may be agreed in writing by the parties).



 


		4.2	At Completion:



 


		(a)	the Seller shall:



 


		(i)	deliver or cause to be delivered to the Buyer the documents and evidence set out in Part 1 of Schedule
3;



 


		(ii)	procure that a board meeting of the Company is held at which the matters set out in Part 2 of Schedule
3 are carried out; and



 


		(iii)	deliver any other documents referred to in this agreement as being required to be delivered by
the Seller; and



 


		(iv)	cause each of Mr Nicholas Stevens, Helen Ruth Stevens and Mr Prabhjeevan Singh Virk to deliver
the Employment Contracts.



 


		(b)	the Buyer shall (subject to the Seller complying with its obligations in clause 4.2(a)) settle
the Purchase Price in accordance with clause 3.1 and deliver to the Seller:



 


		(i)	deliver to the Seller a certified copy of the Board resolutions passed by the Buyer authorising
the Transaction and giving general authority to the directors of the Buyer to allot the Consideration Shares on Completion;



 


		(ii)	deliver to the Seller a share certificate in respect of the Consideration Shares duly executed
by the Buyer; and



 


		(iii)	a signed acknowledgement of the Disclosure Letter.



 


		4.3	As soon as possible after Completion, the Seller shall send to the Buyer all records, correspondence,
documents, files, memoranda and other papers relating to the Company which are not kept at any of the Properties and which are
not required to be delivered at Completion.



 


		5.	Warranties



 


		5.1	The Seller and each of the Warrantors acknowledge that the Buyer is entering into this agreement
on the basis of the Warranties.



 


		5.2	The Seller and each of the Warrantors warrant to the Buyer that except as Disclosed, each Warranty
is true, accurate and not misleading on the date of this agreement.



 


		5.3	Without prejudice to the right of the Buyer to claim on any other basis or take advantage of any
other remedies available to it, if any Warranty is breached or proves



 




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to be untrue
or misleading, the Seller and each of the Warrantors shall pay to the Buyer on demand:


 


		(a)	the amount necessary to put the Company into the position they would have been in if the Warranty
had not been breached or had not been untrue or misleading;



 


		(b)	all costs and expenses (including, without limitation, damages, legal and other professional fees
and costs, penalties, expenses and consequential losses whether arising directly or indirectly) incurred by the Buyer or the Company
as a result of such breach or of the Warranty being untrue or misleading; and



 


		(c)	any amount necessary to ensure that, after any Taxation of a payment made in accordance with clause
5.3(a) or clause 5.3(b), the Buyer is left with the same amount it would have had if the payment was not subject to Taxation.



 


		5.4	Warranties qualified by the expression so far as the Seller or the Warrantors are aware or
any similar expression are deemed to be given to the best of the knowledge, information and belief of the Seller and each Warrantor
after they have made all reasonable and proper enquiries of:



 


		(a)	The other Warrantors, directors, company secretary and employees of the Company and Seller



 


		(b)	The accountants and legal advisers for the Company and the Seller.



 


		5.5	Each of the Warranties is separate and, unless otherwise specifically provided, is not limited
by reference to any other Warranty or any other provision in this agreement.



 


		5.6	Except for the matters Disclosed, no information of which the Buyer, its agents or its advisers
has knowledge (in each case whether actual, constructive or imputed), or which could have been discovered (whether by investigation
made by the Buyer or on its behalf), shall prejudice or prevent any Claim or reduce the amount recoverable under any Claim.



 


		5.7	The Seller agrees that the supply of any information by or on behalf of the Company, or any of
its employees, directors, agents or officers (Officers) to the Seller or their advisers
in connection with the Warranties, the Disclosure Letter or otherwise shall not constitute a warranty, representation or guarantee
as to the accuracy of such information in favour of the Seller. The Seller unconditionally and irrevocably waives all and any rights
and claims that it may have against any of the Company, the or the Officers on whom that Seller has, or may have, relied in connection
with the preparation of the Disclosure Letter, or agreeing the terms of this agreement, and further undertakes to the Buyer not
to make any such claims.



 


		5.8	The rights and remedies of the Buyer in respect of any Claim or claim under the Tax Covenant shall
not be affected by Completion.



 




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		6.	Limitations on claims



 


		6.1	Save as provided in clause 6.6, the provisions of this clause 6 limit the liability of the Seller
and the Warrantors in relation to any Claim and (where specifically provided)



 


		6.2	The aggregate liability of the Seller and the Warrantors for all Substantiated Claims shall not
exceed an amount equal to the Purchase Price. Notwithstanding that the Purchase Price shall be satisfied by the issue of the Consideration
Shares, any Claim shall be settled by the Seller and the Warrantors in cash.



 


		6.3	The Seller and the Warrantors shall not be liable for a Claim liability in respect of such Claim
(together with any connected Claims) exceeds £5,000.



 


For the purposes of this clause
6.3, a Claim is connected with another Claim if the Claims arise from the same or related event or set of circumstances, or relate
to the same or similar subject matter.


 


		6.4	The Seller and the Warrantors shall not be liable for a Claim unless notice in writing summarising
the nature of the Claim (in so far as it is known to the Buyer) and, as far as is reasonably practicable, the amount claimed, has
been given by or on behalf of the Buyer to the Seller:



 


		(a)	in the case of a claim made under the Tax Warranties, on or before the seventh anniversary of Completion;
or



 


		(b)	in any other case, prior to the expiry of the period of eighteen ( 18) months commencing on the
Completion Date.



 


		6.5	The Seller and the Warrantors shall not be liable for a Claim to the extent that the Claim:



 


		(a)	relates to matters Disclosed; or



 


		(b)	relates to any matter specifically and fully provided for in the Accounts.



 


		6.6	Nothing in this clause 6 applies to exclude or limit the liability of the Seller and the Warrantors:



 


		(a)	to the extent that a Claim arises or is delayed as a result of dishonesty, fraud, wilful misconduct
or wilful concealment by the Seller and / or the Warrantors, their agents or advisers; or



 


		(b)	in respect of a breach of any of the warranties in paragraph 1.1, paragraph 1.2, paragraph 1.3,
paragraph 2.1, paragraph 2.2 or paragraph 2.3 of Part 1 of Schedule 4.



 


		6.7	Neither the Seller nor any of the Warrantors shall plead the Limitation Act 1980 in respect of
any claims made under the Tax Warranties or Tax Covenant up to seven years after the Completion Date.



 




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		6.8	The Warrantors shall be severally liable to any Claim to the extent set out in column 2 of Schedule
1.



 


		7.	Property



 


The provisions of Schedule 7
apply in this agreement in relation to the Properties.


 


		8.	Tax covenant



 


The provisions of Schedule 5
apply in this agreement in relation to Taxation.


 


		9.	Indemnities



 


		9.1	Each of the Seller and the Warrantors shall indemnify the Buyer and the Company against, and shall
pay to the Buyer a sum equal to, all liabilities, costs, expenses, damages and losses (including but not limited to any direct,
indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other
reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out of or in connection with
any of the following matters:



 


		(a)	Any liability to Taxation, fine or penalty together with any loss, damage or costs arising from
or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to
ensure that the Seller has proper legal and beneficial title to the Sale Shares;



 


		(b)	Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable
in respect of the Purple Batch Loan agreement;



 


		(c)	Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker
of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement
with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected
to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess
of the bonus scheme operated by the Buyer in equivalent business at the date hereof;



 


		(d)	Any obligation, liability (including any liability to tax or National Insurance Contributions),
cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales
person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose
these payments as related party transactions by virtue of the Companies Act 2006 (or any other relevant legislation or regulation);
and



 


		(e)	Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences
of FRACTIONcheck and / or ImagePro software to third parties.



 




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		9.2	The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in
column 2 of Schedule 1.



 


		9.3	In addition Mr Nicholas Stevens hereby indemnifies the Buyer with respect to all and any cost,
loss or damage relating to a breach by him of his obligations in clause 10.1 below



 


		9.4	In addition Mr Prabhjeevan Singh Virk hereby indemnifies the Buyer with respect to all and any
cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.



 


		9.5	In addition Mrs Helen Ruth Stevens hereby indemnifies the Buyer with respect to all and any cost,
loss or damage relating to a breach by her of her obligations in clause 10.1 below.



 


		9.6	Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:



 


		(a)	an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company
in bringing the relevant Indemnity Claim; and



 


		(b)	any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company
(as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.



 


		10.	Commitment of Mr Nicholas Stevens, Mrs Helen Ruth Stevens and Mr Prabhjeevan Singh Virk



 


		10.1	Each of Mr Nicholas Stevens, Mrs Helen Ruth Stevens and Mr Prabhjeevan Singh Virk hereby agree
that it is a material term of this agreement that they each continue to be involved in the management of the Company after Completion.
In consideration of the Buyer entering into this agreement each of Mr Nicholas Stevens, Mrs Helen Ruth Stevens and Mr Prabhjeevan
Singh Virk hereby separately covenant with the Buyer to continue to carry out the management of the Company for a period of 3 years
and 6 months from Completion as may be required by the Buyer. In addition each of Mr Nicholas Stevens, Mrs Helen Ruth Stevens and
Mr Prabhjeevan Singh Virk agree that it is a condition of Completion that they enter into the Employment Contracts on Completion.



 


		11.	Confidentiality and announcements



 


		11.1	The Seller and each of the Warrantors separately undertake to each of the Buyer and the Company
that he shall:



 


		(a)	keep confidential the terms of this agreement and all confidential information or trade secrets
in his possession concerning the business, affairs, customers, clients or suppliers of the Company or any member of the Buyer's
Group;



 




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		(b)	not disclose any of the information referred in clause 11.1(a) in whole or in part to any third
party, except as expressly permitted by this clause 11; and



 


		(c)	not make any use of any of the information referred in clause 11.1(a), other than to the extent
necessary for the purpose of exercising or performing his rights and obligations under this agreement.



 


		11.2	Nothing in this agreement shall be construed as imposing on the Buyer an obligation to keep confidential,
or restrict its use after Completion, of any information relating to the Company.



 


		11.3	Notwithstanding any other provision of this agreement, no party shall be obliged to keep confidential
or to restrict its use of any information that:



 


		(a)	is or becomes generally available to the public (other than as a result of its disclosure by the
receiving party or any person to whom it has disclosed the information in accordance with clause 11.4(a) in breach of this agreement);
or



 


		(b)	was, is or becomes available to the receiving party on a non-confidential basis from a person who,
to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited
from disclosing the information to the receiving party.



 


		11.4	Any party may disclose any information that it is otherwise required to keep confidential under
this clause 11:



 


		(a)	to those of its employees, officers, consultants, representatives or advisers who need to know
such information to enable them to advise on this agreement, or to facilitate the Transaction, provided that the party making the
disclosure informs the recipient of the confidential nature of the information before disclosure and procures that each recipient
shall, in relation to any such information disclosed to him, comply with the obligations set out in this clause 11 as if they were
that party. The party making a disclosure under this shall, at all times, be liable for the failure of its recipients to comply
with the obligations set out in this clause 11; or



 


		(b)	with the prior consent in writing of all the other parties; or



 


		(c)	if such information relates to one party only, with the prior consent in writing of that party;
or



 


		(d)	to the extent that the disclosure is required:



 


		(i)	by the laws of any jurisdiction to which that party is subject; or



 


		(ii)	by an order of any court of competent jurisdiction, or any regulatory, judicial, governmental or
similar body, or any Taxation Authority or securities exchange of competent jurisdiction; or



 




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		(iii)	to make any filing with, or obtain any authorisation from, a regulatory, governmental or similar
body, or any Taxation Authority or securities exchange of competent jurisdiction; or



 


		(iv)	to protect that party's interest in any legal proceedings,



 


PROVIDED that in each case
(and to the extent it is legally permitted to do so) the party making the disclosure gives the other parties as much notice of
such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause, it takes
into account the reasonable requests of the other parties in relation to the content of such disclosure.


 


		11.5	Subject to clause 11.6, clause 11.7 and clause 11.8, no party shall make, or permit any person
to make, any public announcement, communication or circular (announcement) concerning
this agreement or the Transaction without the prior written consent of the other parties (such consent not to be unreasonably withheld
or delayed).



 


		11.6	Nothing in clause 11.5 shall prevent any party from making any announcement required by law or
any governmental or regulatory authority (including, without limitation, any relevant securities exchange), or by any court or
other authority of competent jurisdiction provided that the party required to make the announcement consults with the other parties
and takes into account the reasonable requests of the other parties in relation to the content of such announcement before it is
made.



 


		11.7	The parties shall cooperate and coordinate with each other with regard to the issue of a press
release in agreed form immediately after Completion.



 


		11.8	The Buyer may, at any time after Completion announce its acquisition of the Sale Shares to any
employees, clients, customers or suppliers of the Company or any other member of the Buyer's Group.



 


		11.9	The obligations and liability of the Seller and the Warrantors under this clause 11 shall be several
and extend only to any loss or damage arising out of their own breaches.



 


		12.	Further assurance



 


		12.1	The Seller and the Warrantors shall (at their own expense) promptly execute and deliver such documents
and perform such acts as the Buyer may reasonably require from time to time for the purpose of giving full effect to this agreement.



 


		12.2	The Seller undertakes to the Buyer that, if and for so long as it remains the registered holder
of any of the Sale Shares after Completion, it shall:



 




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		(a)	hold such Sale Shares together with all dividends and any other distributions of profits, surplus
or other assets in respect of such Sale Shares and all rights arising out of or in connection with them, in trust for the Buyer;



 


		(b)	at all times after Completion, deal with and dispose of such Sale Shares, dividends, distributions,
assets and rights as the Buyer shall direct;



 


		(c)	exercise all voting rights attached to such Sale Shares in such manner as the Buyer shall direct;
and



 


		(d)	if required by the Buyer, execute all instruments of proxy or other documents as may be necessary
to enable the Buyer to attend and vote at any meeting of the Company.



 


		13.	Assignment



 


		13.1	Subject to the further provisions of this clause 13, no party shall assign, transfer, mortgage,
charge, declare a trust of, or deal in any other manner with any or all of its rights and obligations under this agreement (or
any other document referred to in it).



 


		13.2	Each party confirms it is acting on its own behalf and not for the benefit of any other person.



 


		13.3	The Buyer may assign or transfer its rights (but not its obligations) under this agreement (or
any document referred to in this agreement) to another member of its Group for so long as that company remains a member of the
Buyer's Group. The Buyer shall procure that such assignee assigns any rights assigned to it in accordance with this clause
13 back to the Buyer immediately before it ceases to be a member of the Buyer's Group.



 


		13.4	If there is an assignment or transfer of the Buyer's rights in accordance with clause 13.3:



 


		(a)	the Seller and the Warrantors may discharge their obligations under this agreement to the Buyer
until they receive notice of the assignment; and



 


		(b)	the assignee may enforce this agreement as if it were named in this agreement as the Buyer, subject
that any liability to an assignee cannot exceed the liability that would have existed to the Buyer and that the benefit of warranties
can only be assigned by the Buyer subject to the disclosures and limitations on liability in this Agreement, but the Buyer shall
remain liable for any obligations under this agreement.



 


		14.	Entire agreement



 


		14.1	This agreement (together with the documents referred to in it) constitute the entire agreement
between the parties and supersede and extinguish all previous discussions, correspondence, negotiations, drafts, agreements, promises,
assurances, warranties,



 




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representations and understandings
between them, whether written or oral, relating to its subject matter.


 


		14.2	The Buyer acknowledges that in entering into this agreement, and any documents referred to in it,
the Buyer does not rely on, and shall have no rights or remedies in respect of, any statement, representation, assurance or warranty
(whether made innocently or negligently) that is not set out in this agreement.



 


		15.	Variation and waiver



 


		15.1	No variation of this agreement shall be effective unless it is in writing and signed by the parties
(or their authorised representatives).



 


		15.2	A waiver of any right or remedy under this agreement or by law is only effective if it is given
in writing and is signed by the person waiving such right or remedy. Any such waiver shall apply only to the circumstances for
which it is given and shall not be deemed a waiver of any subsequent breach or default.



 


		15.3	A failure or delay by any person to exercise any right or remedy provided under this agreement
or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise
of that or any other right or remedy.



 


		15.4	No single or partial exercise of any right or remedy provided under this agreement or by law shall
prevent or restrict the further exercise of that or any other right or remedy.



 


		15.5	A party that waives a right or remedy provided under this agreement or by law in relation to one
party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.



 


		15.6	The Buyer may take action against, grant time or other indulgence to, or release or compromise
in whole or part the liability of, any one or more of the Seller and the Warrantors in respect of any warranty, indemnity, representation
or other obligation under this agreement without affecting the liability of any of the either the Seller or any of the Warrantors
who are liable (whether jointly and severally or otherwise) in respect of that warranty, indemnity, representation or other obligation.



 


		16.	Costs



 


Except as expressly provided
in this agreement, each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation and
execution of this agreement (and any documents referred to in it).


 


		17.	Notices



 


		17.1	For the purposes of this clause 17, but subject to clause 17.7, notice includes any other communication.



 




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		17.2	A notice given to a party under or in connection with this agreement:



 


		(a)	shall be in writing and in English;



 


		(b)	shall be signed by or on behalf of the party giving it;



 


		(c)	shall be sent to the relevant party for the attention of the contact and to the address or fax
number specified in clause 17.3 (as the case may be), or such other address, fax number or person as that party may notify to the
others in accordance with the provisions of this clause 17;



 


		(d)	shall be:



 


		(i)	delivered by hand; or



 


		(ii)	sent by fax; or



 


		(iii)	sent by pre-paid first class post, recorded delivery or special delivery; or



 


		(iv)	sent by airmail or by reputable international overnight courier (if the notice is to be served
by post to an address outside the country from which it is sent); and



 


		(e)	unless proved otherwise is deemed received as set out in clause 17.5.



 


		17.3	The addresses and fax numbers for service of notices on the Seller, the Warrantors and the Buyer
are:



 


		(a)	Seller



 


		(i)	address: as set out above



 


		(ii)	for the attention of: Nicholas Stevens



 


		(iii)	fax number: such fax number as may be supplied from time to time



 


		(b)	Buyer



 


		(i)	address: as set out above



 


		(ii)	for the attention of: Stefano Buono



 


		(iii)	fax number: +33 450 99 30 89



 


		(c)	Mr Nicholas Stevens



 


		(i)	address: as set out in Schedule 1



 


		(ii)	fax number: such fax number as may be supplied from time to time



 


		(d)	Mrs Helen Ruth Stevens



 


		(i)	address: as set out in Schedule 1



 


		(ii)	fax number: such fax number as may be supplied from time to time



 




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		(e)	Mr Richard Huggins



 


		(i)	address: as set out in Schedule 1



 


		(ii)	fax number: such fax number as may be supplied from time to time



 


		(f)	Mr Prabhjeevan Singh Virk



 


		(i)	address: as set out in Schedule 1



 


		(ii)	fax number: such fax number as may be supplied from time to time



 


		(g)	Mr Victor Griffin



 


		(i)	address: as set out in Schedule 1



 


		(ii)	fax number: such fax number as may be supplied from time to time



 


		17.4	A party may change its details for service of notices as specified in clause 17.3 or Schedule 1
(as the case may be) by giving notice to each of the other parties. Any change notified pursuant to this clause shall take effect
at 9.00 am on the later of:



 


		(a)	the date (if any) specified in the notice as the effective date for the change; or



 


		(b)	five (5) Business Days after deemed receipt of the notice of change.



 


		17.5	Delivery of a notice is deemed to have taken place (provided that all other requirements in this
clause have been satisfied):



 


		(a)	if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the
address; or



 


		(b)	if sent by fax, at the time of transmission; or



 


		(c)	if sent by pre-paid first class post, recorded delivery or special delivery to an address in the
UK, at 9.00 am on the second Business Day after posting; or



 


		(d)	if sent by pre-paid airmail to an address outside the country from which it is sent, at 9.00 am
on the fifth Business Day after posting; or



 


		(e)	if sent by reputable international overnight courier to an address outside the country from which
it is sent, on signature of a delivery receipt or at the time the notice is left at the address; or



 


		(f)	if deemed receipt under the previous paragraphs of this clause 17.5 would occur outside business
hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a public holiday in the place of receipt), at 9.00 am on
the day when business next starts in the place of deemed receipt. For the purposes of this clause, all references to time are to
local time in the place of deemed receipt.



 




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		17.6	To prove service, it is sufficient to prove that:



 


		(a)	if delivered by hand or by reputable international overnight courier, the notice was delivered
to the correct address; or



 


		(b)	if sent by fax, a transmission report was received confirming that the notice was successfully
transmitted to the correct fax number; or



 


		(c)	if sent by post or by airmail, the envelope containing the notice was properly addressed, paid
for and posted.



 


		17.7	This clause 17 does not apply to the service of any proceedings or other documents in any legal
action or, where applicable, any arbitration or other method of dispute resolution.



 


		17.8	A notice given under or in connection with this agreement is not valid if sent by e-mail.



 


		18.	Interest



 


If a party fails to make any
payment due to any other party under this agreement by the due date for payment, then the defaulting party shall pay interest on
the overdue amount at the rate of 5% per annum above Barclays Bank's base rate from time to time. Such interest shall accrue on
a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The defaulting party
shall pay the interest together with the overdue amount.


 


		19.	Severance



 


If any provision or part-provision
of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary
to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be
deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity
and enforceability of the rest of this agreement.


 


		20.	Agreement survives Completion



 


This agreement (other than obligations
that have already been fully performed) remains in full force after Completion.


 


		21.	Third party rights



 


		21.1	Except as expressly provided in clause 21.2, a person who is not a party to this agreement shall
not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.



 




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		21.2	The following provisions are intended to benefit future buyers of the Sale Shares and (to the extent
that they are identified in the relevant clauses as recipients of rights or benefits under that clause), the Company and the Officers
(as defined in clause 5.7), and shall be enforceable by each of them to the fullest extent permitted by law:



 


		(a)	Clause 5(Warranties) and Schedule 4 (subject to clause 6 (Limitations));



 


		(b)	Clause 8 (Tax Covenant) and Schedule 5;



 


		(c)	Clause 9 (Indemnities);



 


		(d)	Clause 10 (Obligations of Mr Nicholas Stevens, Mrs Helen Ruth Stevens and Mr Prabhjeevan Singh
Virk)



 


		(e)	Clause 11 (Confidentiality and Announcements); and



 


		(f)	Clause 18 (Interest).



 


		21.3	The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under
this agreement are not subject to the consent of any other person.



 


		22.	Successors



 


This agreement (and the documents
referred to in it) are made for the benefit of the parties and their successors and permitted assigns, and the rights and obligations
of the parties under this agreement shall continue for the benefit of, and shall be binding on, their respective successors and
permitted assigns.


 


		23.	Counterparts



 


This agreement
may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts
shall together constitute the one agreement.


 


		24.	Right and remedies



 


Except as expressly provided
in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or
remedies provided by law.


 


		25.	Governing law and jurisdiction



 


		25.1	This agreement and any dispute or claim arising out of or in connection with it or its subject
matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law
of England and Wales.



 


		25.2	Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction
to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including
non-contractual disputes or claims).



 


This agreement
has been entered into on the date stated at the beginning of it.


 




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        Signed by Nicholas Stevens, a director,

        for and on behalf of

        IMAGING EQUIPMENT 

        (HOLDINGS) LIMITED
	 	
        /s/ Nicholas Stevens

        Nicholas Stevens

	 	 	 
	 	 	 
	Signed by NICHOLAS STEVENS	 	/s/ Nicholas Stevens
	 	 	 
	 	 	 
	Signed by HELEN RUTH STEVENS	 	/s/ Helen Ruth Stevens
	 	 	 
	 	 	 
	Signed by PRABHJEEVAN SINGH VIRK	 	/s/ Prabhjeevan Singh Virk
	 	 	 
	 	 	 
	Signed by VICTOR GRIFFEN	 	/s/ Victor Griffen
	 	 	 
	 	 	 
	Signed by RICHARD HUGGINS	 	/s/ Richard Huggins
	 	 	 
	 	 	 
	Signed by Stefano Buono, general 

manager,	 	/s/ Stefano Buono

Stefano Buono
	
        for and on behalf of ADVANCED 

        ACCELERATOR APPLICATIONS 

        SA
	 	


 




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