for the Transaction is:
N/A
For the purpose of Section 10(c) of the Agreement, neither party is a
Multibranch Party.
6
6.
Notices:
For purposes of this Confirmation:
(a)
Address for notices or communications to Issuer:
To:
Conceptus, Inc.
331 East Evelyn Avenue
Mountain View, California 94041
Attn:
Chief Financial Officer
Telephone:
(650) 962-4000
Facsimile:
(650) 962-5200
(B)
ADDRESS FOR NOTICES OR COMMUNICATIONS TO DEALER:
To:
Societe Generale
Tour Societe Generale
17 Cours Valmy
92987 Paris La-Defense cedex
France
Attn:
Candice Berguin
Documentation Department
Telephone:
+ 33 1 58 98 05 16
Facsimile:
+ 33 1 46 92 46 70
With a copy to:
To:
SG Americas Securities, LLC
1221 Avenue of the Americas, 6th Floor
New York, NY 10020
Attn:
Mike Collins , Managing Director
Telephone:
(212) 278-5105
Facsimile:
(212) 278-5891
e-mail:

and:
To:
Societe Generale
Corporate and Investment Banking
1221 Avenue of the Americas, 8th Floor
New York, NY 10020
Attn:
Victor Lee, Vice President and Counsel
Telephone:
(212) 278-6207
Facsimile:
(212) 278-5891
e-mail:

7.
REPRESENTATIONS, WARRANTIES AND AGREEMENTS:
(A)
IN ADDITION TO THE REPRESENTATIONS AND WARRANTIES IN THE AGREEMENT
AND THOSE CONTAINED ELSEWHERE HEREIN, ISSUER REPRESENTS AND WARRANTS TO AND FOR
THE BENEFIT OF, AND AGREES WITH, DEALER AS FOLLOWS:
(I)
ON THE TRADE DATE, (A) ISSUER IS NOT AWARE OF ANY MATERIAL
NONPUBLIC INFORMATION REGARDING ISSUER OR THE SHARES AND (B) ALL REPORTS AND
OTHER DOCUMENTS FILED BY ISSUER WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
EXCHANGE ACT WHEN CONSIDERED AS A WHOLE (WITH THE MORE RECENT SUCH REPORTS AND
DOCUMENTS DEEMED TO AMEND INCONSISTENT STATEMENTS CONTAINED IN ANY EARLIER SUCH
REPORTS AND DOCUMENTS), DO NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT
OR ANY OMISSION OF A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR
7
necessary to make the statements therein, in the light of the
circumstances in which they were made, not misleading.
(II)
WITHOUT LIMITING THE GENERALITY OF SECTION 13.1 OF THE EQUITY
DEFINITIONS, ISSUER ACKNOWLEDGES THAT DEALER IS NOT MAKING ANY REPRESENTATIONS
OR WARRANTIES WITH RESPECT TO THE TREATMENT OF THE TRANSACTION UNDER FASB
STATEMENTS 149 OR 150, EITF ISSUE NO. 00-19 (OR ANY SUCCESSOR ISSUE STATEMENTS)
OR UNDER FASB'S LIABILITIES & EQUITY PROJECT.
(III)
PRIOR TO THE TRADE DATE, ISSUER SHALL DELIVER TO DEALER A
RESOLUTION OF ISSUER'S BOARD OF DIRECTORS AUTHORIZING THE TRANSACTION AND SUCH
OTHER CERTIFICATE OR CERTIFICATES AS DEALER SHALL REASONABLY REQUEST.
(IV)
ISSUER IS NOT ENTERING INTO THIS CONFIRMATION TO CREATE ACTUAL OR
APPARENT TRADING ACTIVITY IN THE SHARES (OR ANY SECURITY CONVERTIBLE INTO OR
EXCHANGEABLE FOR SHARES) OR TO RAISE OR DEPRESS OR OTHERWISE MANIPULATE THE
PRICE OF THE SHARES (OR ANY SECURITY CONVERTIBLE INTO OR EXCHANGEABLE FOR
SHARES) OR OTHERWISE IN VIOLATION OF THE EXCHANGE ACT.
(V)
ISSUER IS NOT, AND AFTER GIVING EFFECT TO THE TRANSACTIONS
CONTEMPLATED HEREBY WILL NOT BE, AN "INVESTMENT COMPANY" AS SUCH TERM IS DEFINED
IN THE INVESTMENT COMPANY ACT OF 1940,