US DOLLARS INTO EUROS SHALL BE $1.20 US DOLLARS PER EURO FOR PURPOSES OF
DETERMINING THE ALLOCATION OF THE PURCHASE PRICE PURSUANT TO CLAUSE 3.1.1. FOR
ALL OTHER PURPOSES, ANY AMOUNTS DENOMINATED IN EUROS SHALL BE CONVERTED INTO US
DOLLARS AT THE CONVERSION RATE IN EFFECT AT THE CLOSE OF THE US MARKET ON THE
LATER OF (A) THE INDEMNIFICATION DATE OR (B) THE THIRD DAY PRIOR TO THE PAYMENT
OF US DOLLARS PURSUANT TO THIS AGREEMENT.
4.
COMPLETION
4.1
COMPLETION DATE
Completion shall be deemed to occur at the offices of the Sellers' counsel, Cap
Code, société d'avocats, 19 A rue de Châtillon, 35000 Rennes (France), on
May 11, 2006 (the "Completion Date").
4.2
PRE-COMPLETION AND COMPLETION DELIVERIES
4.2.1
AT LEAST THREE DAYS PRIOR TO THE
COMPLETION DATE THE SELLERS' REPRESENTATIVE SHALL DELIVER TO PURCHASER (I) THE
STATEMENT OF COMPANY EXPENSES AND (II) THE STATEMENT OF CASH DEFICIT ALONG WITH
COPIES OF THE DOCUMENTS OR INSTRUMENTS EVIDENCING THE AMOUNTS SET FORTH ON SUCH
STATEMENTS IN ACCORDANCE WITH SUB-CLAUSES 3.1.3 AND 3.1.4.
4.2.2
AT COMPLETION, THE SELLERS' REPRESENTATIVE
SHALL DELIVER OR CAUSE TO BE DELIVERED TO THE PURCHASER:
(A)
DULY EXECUTED SHARE TRANSFER FORMS ("ORDRES DE
MOUVEMENT") IN RESPECT OF THE ENTIRETY OF THE SHARES IN FAVOUR OF THE PURCHASER;
8
(B)
ALL STATUTORY MEETING ATTENDANCE SHEETS OR
BOOKS AND MINUTE BOOKS (UPDATED UP TO AND INCLUDING THE COMPLETION DATE) FOR THE
COMPANY;
(C)
SHARE TRANSFER REGISTER ("REGISTRE DES
MOUVEMENTS") AND SHAREHOLDERS' ACCOUNTS ("COMPTES INDIVIDUELS D'ACTIONNAIRES")
FOR THE COMPANY, IN BOTH CASES UPDATED SO AS TO RECORD THE TRANSFER OF SHARES
PROVIDED FOR HEREUNDER;
(D)
THE RESIGNATION LETTER OF THE STATUTORY
AUDITORS ("COMMISSAIRES AUX COMPTES") OF THE COMPANY (BOTH PRINCIPAL AND
ALTERNATE AUDITORS), EFFECTIVE ON THE DATE OF THE SHAREHOLDER MEETING CALLED TO
REPLACE THEM, CONTINGENT ONLY UPON THE COMPLETION OCCURRING;
(E)
THE RESIGNATION LETTER OF THE PRESIDENT
OF THE COMPANY, EFFECTIVE ON THE DATE OF THE SHAREHOLDER MEETING CALLED TO
REPLACE HIM, PROVIDED THAT HIS EMPLOYMENT CONTRACT IS EXECUTED BY THE NEW
COMPANY'S REPRESENTATIVE ON THE COMPLETION DATE;
(F)
EMPLOYMENT AGREEMENTS SIGNED BY THE
INDIVIDUALS LISTED IN SCHEDULE 8 IN A FORM SATISFACTORY TO THE PURCHASER, TO BE
EXECUTED BY THE NEW COMPANY'S REPRESENTATIVE ON THE COMPLETION DATE;
(G)
ALL OTHER DOCUMENTS USEFUL OR NECESSARY FOR
COMPLETION OF THE SALE TO THE PURCHASER OF THE SHARES AND COMPLETION OF ALL
OTHER TRANSACTIONS CONTEMPLATED HEREIN, AND ALL DOCUMENTS EVIDENCING THE
PERFORMANCE BY THE SELLERS OF THEIR UNDERTAKINGS HEREUNDER, WHICH THE PURCHASER
MAY REASONABLY REQUEST;
(H)
THE FULLY-EXECUTED SHORT-FORM SHARE PURCHASE
AGREEMENT IN THE FORM SET FORTH IN SCHEDULE 4 (FOR THE SOLE PURPOSE OF
REGISTERING THE SALE OF THE SHARES WITH THE TAX AUTHORITIES; IN THE EVENT OF ANY
CONFLICT BETWEEN THE TERMS OF SUCH SHORT-FORM SHARE PURCHASE AGREEMENT AND THIS
AGREEMENT, THE TERMS OF THIS AGREEMENT SHALL CONTROL);
(I)
A CERTIFIED COPY OF THE SHAREHOLDER
MEETING MINUTES FOR THE COMPANY, AT WHICH:
(1)
THE PURCHASER HAS BEEN APPROVED AS A
SHAREHOLDER OF THE COMPANY IN ACCORDANCE WITH THE