Binding Offer Sample Contracts

Re: Final Binding Offer (February 15th, 2017)

WHEREAS, Seller directly and indirectly through certain of its Affiliates (as defined below), currently conducts a global business of researching, developing, manufacturing or having made, marketing, distributing and selling, as the case may be, the products set forth on Exhibit A (the Products) for use in connection with neurosurgery procedures, but, for the avoidance of doubt, excluding the business and technology of products for use in connection with neurovascular procedures and drug delivery and cranio maxillofacial procedures (collectively, the Business); and

Wright Medical Group N.V. – Wright Medical Group N.V. Announces Binding Offer Under Which Corin Orthopaedics Holdings Limited Would Acquire Wrights Large Joints Business Proposed Transaction Is Expected to Reinforce Wrights Strategic Focus in High- Growth Extremities and Biologics Markets and Increase Growth Profile Binding Offer Price of 29.7 Million Cash (Approximately $33 Million) (July 11th, 2016)

AMSTERDAM, The Netherlands July 11, 2016 Wright Medical Group N.V. (NASDAQ:WMGI) today announced that it has received a binding offer under which Corin Orthopaedics Holdings Limited (Corin) would acquire the large joints (hip/knee) business from Wright Medical Group N.V. Under the terms of the offer and following a consultation process with the employee works council in France, Corin would acquire all of the legacy Tornier large joints business for a purchase price of 29.7 million in cash, or approximately $33 million based on todays currency exchange rates, subject to customary closing adjustments. Net after-tax proceeds for Wright Medical, after payment of estimated transaction and transition costs, are estimated to be approximately $20 million. The proposed transaction is expected to close by the end of the third quarter or early in the fourth quarter of 2016, subject to customary closing conditions.

Nii Holdings – Cablevision S.A. Television Dirigida S.A. Grupo Clarin S.A. NII Holdings, Inc. Re.: Amendment No. 1 to Binding Offer # 2015/075/Nxt Dear Sirs: (March 3rd, 2016)

In furtherance of the exchanges maintained to date relating to the implementation of certain transactions contemplated in the Binding Terms, and in accordance with Section 14 of the Binding Terms, effective as of the date of your acceptance of this offer to supplement and amend the Binding Terms (this "Amendment Offer Letter") as set forth in Section 2 below, the Binding Terms (including for the purpose of Section 3.7 of Annex D thereof) shall be supplemented and amended as set forth in Section 1 below.

Nii Holdings – Cablevision S.A. Television Dirigida S.A. Grupo Clarin S.A. NII Holdings, Inc. Re.: Amendment No. 2 to Binding Offer # 2015/075/Nxt Dear Sirs: (March 3rd, 2016)

Reference is made to (i) your Binding Offer dated September 10, 2015, accepted by us on September 11, 2015, as amended by your Amendment Offer Letter No. 1, dated October 9, 2015, accepted by us on such date (the "Binding Terms"), and (ii) the assignment letter sent by Grupo Clarin S.A. to NII Mercosur Telecom, S.L.U., NII Mercosur Moviles, S.L.U. and NII Holdings, Inc. on September 11, 2015. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Binding Terms.

Nii Holdings – Re.: Binding Offer # 2015/075/Nxt Dear Sirs: (November 5th, 2015)

Further to our previous meetings and negotiations we are pleased to submit to NII Mercosur Telecom, S.L.U. and NII Mercosur Moviles, S.L.U., companies (sociedades limitadas unipersonales) organized under the laws of Spain (collectively, the "Sellers" or "you"), this binding offer (this "Binding Offer") dated as of the date hereof and effective as of the date of your acceptance as set forth in Section 9 below (the "Effective Date"), for the direct or indirect acquisition by the undersigned, Grupo Clarin S.A. ("GC"), or any one or more of its Affiliates currently existing or to be formed for purposes of this transaction (collectively, the "Buyer"), of (i) 49% of the equity interests outstanding as of the Initial Closing Date (as defined below) in Nextel Communications Argentina S.R.L., a wholly-owned subsidiary of the Sellers (the "Target"), free and clear of any and all Liens (as defined in Annex D hereto) (other than those arising under this Binding Offer or by virtue of the transactio

Re: Binding Offer for the Acquisition of the Shares of Faiveley Transport Held by the Offerees Which Will Be Followed by a Filing With the AMF of a Mandatory Tender Offer for All of the Remaining Faiveley Transport Shares (July 31st, 2015)
MV Portfolios, Inc. – California Gold Corp. 6830 Elm Street McLean, VA (April 15th, 2013)

On behalf of California Gold Corp. (hereinafter referred to as "California Gold" or "CLGL"), we submit to you the following binding offer (the "Binding Offer") for CLGL to acquire an interest in the business and operations of the Aurotellurio project ("Aurotellurio") from Mexivada Mining Corp. (the "Company"), the owner of Aurotellurio (the "Acquisition"), upon the terms and subject to the conditions set forth herein.

MV Portfolios, Inc. – California Gold Corp. 6830 Elm Street McLean, VA (July 26th, 2012)

On behalf of California Gold Corp. (hereinafter referred to as "California Gold" or "CLGL"), we submit to you the following binding offer (the "Binding Offer") for CLGL to acquire an interest in the business and operations of the Aurotellurio project ("Aurotellurio") from Mexivada Mining Corp. (the "Company"), the owner of Aurotellurio (the "Acquisition"), upon the terms and subject to the conditions set forth herein.

Biomet, Inc. (April 6th, 2012)

below (such earlier time, the Offer Termination Time). Upon the occurrence of the Offer Termination Time, this Offer will become void and be of no further force or effect, with no liability on the part of either Buyer of Seller (or any of their respective former, current or future general or limited partners, stockholders, managers, members, directors officers, employees or agents), except that the provisions of this paragraph 2 and paragraphs 6, 8, 10 and 11 shall survive any such termination and remain in full force and effect, and no such termination shall relieve Buyer or Seller from any liability for any breach of any agreement of such party set forth in this Offer prior to such termination.

(*) Designates Portion of This Document That Has Been Omitted Pursuant to a Request for Confidential Treatment Filed Separately With the Commission. BINDING OFFER LETTER (November 24th, 2009)

Firstgold Corp: Proposed US$15 Million Restructuring Comprised of a US$5.5 Million Indebtedness Purchase and US$9.5 Million Equity Investment

Binding Offer Letter (July 21st, 2009)

This Offer is intended to be binding; however, this Offer is not intended to set forth all of the terms of the Restructuring and the ancillary documents contemplated herein or thereby, which documents will contain additional terms agreed to by the respective parties and their legal counsel.

[Letterhead of Thales SA] (December 20th, 2007)

We thank you for your binding offer of the date hereof, to purchase the shares of capital stock of Thales E-Transactions SA and related subsidiaries of Thales SA by Hypercom Corporation in accordance with the draft Share Purchase Agreement attached thereto (such acquisition, the Potential Transaction).

[Letterhead of Hypercom Corporation] (December 20th, 2007)

By this letter, Hypercom Corporation is pleased to irrevocably offer to you (the Offer) to acquire the shares of Thales E-Transactions SA, Thales E-Transactions GmbH, Thales E-Transactions Ltd, and Thales E-Transactions Espana, each of which is a direct or indirect wholly owned subsidiary of Thales SA (the Transaction).