Exhibit 99.1

ROBOTIC HIFU (IEU LS) (InvestEU)

Finance Contract

between the

European Investment Bank

and

EDAP TMS SA

17 October 2025

THIS CONTRACT IS MADE ON 17 OCTOBER 2025 BETWEEN:

The Bank and the Borrower together are referred to as the “Parties” and any of them is a “Party”.

WHEREAS:

It is hereby agreed as follows:

ARTICLE 1

Interpretation and definitions

In this Contract:

and, if such page or service ceases to be available, shall include any other page or service displaying that rate specified by the Bank.

Definitions

In this Contract:

"4th and 5th AML Directives" means Directive 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing (the "4th AML Directive"), as amended by Directive 2018/843 of the European Parliament and of the Council of 30 May 2018.

"Accepted Tranche" means a Tranche in respect of a Disbursement Offer which has been duly accepted by the Borrower in accordance with its terms on or before the Disbursement Acceptance Deadline

"acting in concert" means acting together pursuant to an agreement or understanding (whether formal or informal).

"AML Criminal Law Directive" means Directive (EU) 2018/1673 of the European Parliament and of the Council of 23 October 2018 on combating money laundering by criminal law.

"AML Directives" means the 4th and the 5th AML Directives and the AML Criminal Law Directive.

"Arrangement Fee" means a fee of EUR 0.13 in respect of each Warrant to be subscribed by the Bank.

"Authorisation" means an authorisation, permit, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

"Authorised Signatory" means a person authorised to sign individually or jointly (as the case may be) the documentary conditions precedents and the Disbursement Acceptances on behalf of the Borrower and named in the most recent List of Authorised Signatories and Accounts received by the Bank prior to the receipt of the relevant Disbursement Acceptance.

"Business Day" means a day (other than a Saturday or Sunday) on which the Bank and commercial banks are open for general business in Luxembourg.

"Cancellation Fee" means, in relation to the cancellation of an Accepted Tranche by the Borrower, under sub-paragraph (a) of Article 2.7 (Fee for cancellation of an Accepted Tranche), or in relation to an amount cancelled by the Bank under sub-paragraphs (b) or (c) of Article 2.7 (Fee for cancellation of an Accepted Tranche), a fee of 1% (100 basis points) of the cancelled amount.

"Change in the Beneficial Ownership" means a change in the ultimate ownership or control of an entity according to the definition of "beneficial owner" set out in article 3(6) of the 4th AML Directive it being specified that, for the purposes of this Contract the threshold of beneficial ownership is set at 10% (ten per cent).

"Change-of-Control Event" means any person or group of persons acting in concert gains Control of the Borrower or of any entity that would at any time after the date of this Contract directly or ultimately Control the Borrower.

"Change-of-Law Event" means the enactment, promulgation, execution or ratification of or any change in or amendment to any law, rule or regulation (or in the application or official interpretation of any law, rule or regulation) that occurs after the date of this Contract and which would materially impair an Obligor's ability to perform its obligations under the Finance Documents.

"Compliance Certificate" means a certificate substantially in the form set out in Schedule E (Form of Compliance Certificate).

"Contract" has the meaning given to it in Recital (B).

"Contract Number" means the Bank generated number identifying this Contract and indicated on the cover page of this Contract after the letters "FI N°".

"Control" means the power to direct the management and policies of an entity, whether through the ownership of voting capital, by contract or otherwise and, for the avoidance of doubt, owning more than 50% (fifty per cent.) of the shares of an entity would constitute Control, and "Controlling" has corresponding meaning.

"Credit" has the meaning given to it in Article 2.1 (Amount of Credit).

"Cross-border Project” means a financing operation which:

"Declaration of Honour" means the “Declaration of Honour under InvestEU operations” signed by the Borrower on 15th July 2025.

"Default" means an Event of Default or any event or circumstance specified in Article 9 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under this Contract or any combination of any of the foregoing) be an Event of Default.

"Deferred Interest Rate" means 8% (eight hundred basis points) per annum for Tranche A and 7% (seven hundred basis points) per annum for Tranche B.

"Disbursement Acceptance" means a copy of the Disbursement Offer duly countersigned by the Borrower in accordance with the List of Authorised Signatories and Accounts.

"Disbursement Acceptance Deadline" means the date and time of expiry of a Disbursement Offer as specified therein.

"Disbursement Account" means, in respect of each Tranche, the bank account to which disbursements may be made under this Contract, as set out in the most recent List of Authorised Signatories and Accounts.

"Disbursement Date" means the date on which disbursement of a Tranche is made by the Bank.

"Disbursement Offer" means a letter substantially in the form set out in Schedule C (Form of Disbursement Offer/Acceptance).

"Dispute" has the meaning given to it in Article 10.2 (Jurisdiction).

"Disruption Event" means either or both of:

and which disruption (in either such case as per (a) or (b) above) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

"EBITDA" means, in respect of any Relevant Period, the consolidated operating profit of the Group before taxation (excluding the results from discontinued operations):

in each case, to the extent added, deducted or taken into account, as the case may be, for the purposes of determining operating profits of the Group before taxation.

"Eligible Territory" means the territory of:

"Environment" means the following:

"Environmental and Social Approval" means any Authorisation required by Environmental and Social Law.

"Environmental or Social Claim" means any claim, proceeding, formal notice or investigation by any person in respect of any Environmental and Social Law.

"Environmental and Social Law" means:

in each case of which a principal objective is the preservation, protection or improvement of the Environment and/or the protection or improvement of Social Matters.

"EU Law" means the acquis communautaire of the European Union as expressed through the Treaties of the European Union, the regulations, the EU directives, delegated acts, implementing acts, principles, decisions and the case law of the Court of Justice of the European Union.

"EUR" or "euro" means the lawful currency of the Member States of the European Union which adopt or have adopted it as their currency in accordance with the relevant provisions of the Treaty on European Union and the Treaty on the Functioning of the European Union or their succeeding treaties.

"EURIBOR" has the meaning given to it in Schedule B (Definition of EURIBOR).

"Event of Default" means any of the circumstances, events or occurrences specified in Article 9 (Events of Default).

"Exceptional Items" means any material items of an unusual or non-recurring nature which represent gains or losses including those arising on:

"Exclusion Policy" means the European Investment Bank Exclusion Policy as published on the Bank’s website.

"Fee Letter" means the letter from the Bank to the Borrower dated 15th July 2025.

"Final Availability Date" means (a) with respect to Tranche A, the date falling 9 (nine) months after the date of signature of this Contract;
(b) with respect to Tranche B, the date falling 18 (eighteen) months after the date of signature of this Contract;
(c) with respect to Tranche C, the date falling 30 (thirty) months after the date of signature of this Contract;

or, in each case, if such day is not a Relevant Business Day, then the preceding Relevant Business Day.

"Finance Documents" means this Contract, any Guarantee Agreement,
the Warrant Agreement, the Fee Letter, the TEG Letter, and any other document designated as "Finance Document" by the Borrower and the Bank.

"Finance Lease" means any lease or hire purchase contract which would, in accordance with IFRS in force prior to 1 January 2019, be treated as a finance or capital lease.

"Financial Regulation" means Regulation (EU, Euratom) 2018/1046 of the European Parliament and of the Council of 18 July 2018 on the financial rules applicable to the general budget of the Union, amending Regulations (EU) No 1296/2013, (EU) No 1301/2013, (EU) No 1303/2013, (EU) No 1304/2013, (EU) No 1309/2013, (EU) No 1316/2013, (EU) No 223/2014, (EU) No 283/2014, and Decision No 541/2014/EU and repealing Regulation (EC, Euratom) No 966/2012 (OJ L 193, 30.7.2018, p. 1), as it may be amended, supplemented or modified from time to time.

"Fixed Rate" means 6% (six hundred basis points) per annum for Tranche C.

"GAAP" means generally accepted accounting principles in France or the United States of America, including IFRS.

"GDPR" means General Data Protection Regulation (EU) 2016/679.

"Group" means the Group Companies, taken together as a whole.

"Group Company" means the Borrower and its Subsidiaries.

"Guarantee Agreement" means an autonomous first demand guarantee and indemnity agreement in form and substance satisfactory to the Bank entered or to be entered into by a Guarantor as guarantor and the Bank as beneficiary.

"Guarantor" means each Material Subsidiary which enters into a Guarantee Agreement in accordance with sub-paragraph (b) of Paragraph 16 (Guarantees) of Schedule H (General Undertakings).

"IFRS" means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

"Illegal Activities" means any of the following illegal activities or activities carried out for illegal purposes according to applicable laws in any of the following areas: (i) fraud, corruption, coercion, collusion or obstruction, (ii) money laundering, financing of terrorism or tax crimes each as defined in the AML Directives, and (iii) other illegal activity against the financial interests of the European Union as defined in the PIF Directive.

"Illegality Event" has the meaning given to it in Article 5.3.3 (Illegality Event).

"Indebtedness" means any:

"Intellectual Property Rights" means intellectual property of every designation (including, without limitation, patents, utility patents, copyrights, design rights, trademarks, service marks and know how) whether capable of registration or not.

"Intercompany Loan" means a loan between 2 (two) Group Companies.

“InvestEU Fund” means the InvestEU Fund as established, inter alia, under the InvestEU Regulation.

"InvestEU Fund MSS Declaration" means the “InvestEU Minimum Social Safeguards (MSS) Declaration signed by the Borrower on 15th July 2025.

“InvestEU Regulation” means the regulation (EU) of the European Parliament and of the Council of 24 March 2021 establishing the InvestEU Programme and amending regulation (EU) 2015/1017 (OJ L 107, 26.3.2021, p. 30).

"Investment" has the meaning given to it in Recital (A).

"Investment Cost Reduction Event" has the meaning given to it in Article 5.3.1 (Investment Cost Reduction Event)

"Lead Organisation" means the European Union, the United Nations and international standard setting organisations including the International Monetary Fund, the Financial Stability Board, the Financial Action Task Force, the Organisation for Economic Cooperation and Development and the Global Forum on Transparency and Exchange of Information for Tax Purposes and any successor organisations.

"List of Authorised Signatories and Accounts" means a list, in form and substance satisfactory to the Bank, setting out: (i) the Authorised Signatories, accompanied by evidence of signing authority of the persons named on the list and specifying if they have individual or joint signing authority, (ii) the specimen signatures of such persons, (iii) the bank account(s) to which disbursements may be made under this Contract (specified by IBAN code if the country is included in the IBAN Registry published by SWIFT, or in the appropriate account format in line with the local banking practice), BIC/SWIFT code of the bank and the name of the bank account(s) beneficiary, together with evidence that such account(s) have been opened in the name of the beneficiary; and (iv) the bank account(s) from which payments under this Contract will be made by the Borrower (specified by IBAN code if the country is included in the IBAN Registry published by SWIFT, or in the appropriate account format in line with the local banking practice), BIC/SWIFT code of the bank and the name of the bank account(s) beneficiary, together with evidence that such account(s) have been opened in the name of the beneficiary.

"Loan" means the aggregate of the amounts disbursed from time to time by the Bank under this Contract.

"Loan Outstanding" means the aggregate of the amounts disbursed from time to time by the Bank under this Contract that remains outstanding.

"Material Adverse Change" means, any event or change of condition, which, in the opinion of the Bank, has a material adverse effect on:

"Material Subsidiary" means:

"Maturity Date" means, for each Tranche, the last or the sole Repayment Date of that Tranche as specified in the relevant Disbursement Offer, being 5 years from the Disbursement Date of the relevant Tranche.

"Non-EIB Financing" includes any loan (save for the Loan, any other direct loans from the Bank to the Borrower ((or any other Group Company) or any intragroup financing between Group Companies permitted under this Contract), credit bond or other form of Indebtedness or any obligation for the payment or repayment of money originally granted to the Borrower ((or any other Group Company)).

"Non-Utilisation Fee" has the meaning given to such term in Article 2.9 (Non-Utilisation Fee).

"Obligor" means the Borrower and each Guarantor.

"Payment Account" means the bank account from which payments under this Contract will be made by the Borrower, as set out in the most recent List of Authorised Signatories and Accounts.

"Payment Date" means the annual dates specified in the Disbursement Offer until and including the Maturity Date, save that, in case any such date is not a Relevant Business Day, it means the following Relevant Business Day, without adjustment to the interest due under Article 4.1 (Fixed Rate) and/or Article 4.2 (Deferred Interest) , or the preceding Relevant Business Day, with adjustment (but only to the amount of interest due under Article 4.1 (Fixed Rate) and/or Article 4.2 (Deferred Interest) that accrued over the last interest period), in case repayment of principal is made in a single instalment in accordance with Article 5.1 (Normal repayment).

"Permitted Guarantees" means each and every guarantee permitted in accordance with Paragraph 16 (Guarantees) of Schedule H (General Undertakings).

"Permitted Hedging" has the meaning given to such term in Paragraph 17 (Hedging) of Schedule H (General Undertakings).

"Permitted Indebtedness" means Indebtedness of the Borrower and/or any Group Company which is permitted in accordance with Paragraph 15 (Indebtedness) of Schedule H (General Undertakings).

"Permitted Security" means Security of the Borrower and/or any Group Company which is permitted in accordance with sub-paragraph (c) of Paragraph 23 (Negative pledge) of Schedule H (General Undertakings).

"PIF Directive" means Directive (EU) 2017/1371 of the European Parliament and of the Council of 5 July 2017 on the fight against fraud to the European Union's financial interests by means of criminal law.

"Prepayment Amount" means the amount of a Tranche to be prepaid by the Borrower in accordance with Articles 5.2 (Voluntary prepayment), 5.3 (Compulsory prepayment) or 9.1 (Right to demand repayment).

"Prepayment Date" means the date as requested by the Borrower and agreed by the Bank or indicated by the Bank, as applicable, on which the Borrower shall effect prepayment of a Prepayment Amount.

"Prepayment Event" means any of the events described in Article 5.3 (Compulsory Prepayment).

"Prepayment Fee" means, in relation to a Prepayment Amount in respect of a Tranche, a fee as follows:

with such fee being payable on the applicable Prepayment Date.

"Prepayment Notice" means a written notice from the Bank to the Borrower in respect of prepayment of a Tranche in accordance with Article 5.2.3 (Prepayment mechanics) or Article 5.3.G (Prepayment mechanics), specifying the Prepayment Amount, the accrued interest due (including any interest under Article 4.2 (Deferred Interest)), the Prepayment Date, the Prepayment Fee and the fee under Article 5.4 (b) (General), if any.

"Prepayment Request" means a written request from the Borrower to the Bank to prepay all or part of the Loan Outstanding, in accordance with Article 5.2.1 (Prepayment option).

“Prepayment Offer” means a written notice from the Bank to the Borrower in accordance with Article 5.2.3 (Prepayment mechanics).

“Quarter Date” means each 31 March, 30 June, 30 September and 31 December from the date of this Contract until the Maturity Date.

"Register" means the share transfer register and shareholders’ individual accounts (registre de mouvement de titres et comptes individuels d’actionnaires) of the Borrower and held by Uptevia.

"Relevant Business Day" means a day on which real time gross settlement system operated by the Eurosystem (T2), or any successor system, is open for settlement of payments in EUR.

“Relevant Party” has the meaning given to it in Schedule I (Information and Visits).

"Relevant Period" means each period of 12 (twelve) months ending on or about the last day of the financial year.

“Relevant Person” means, with respect to any Obligor, any member of its management bodies; or any of its person acting for it, on its behalf or under its control, having the power to give directions and/or exercise control with respect to the Credit, the Loan or the Investment.

"Repayment Date" shall mean each Payment Date specified in the Disbursement Offer for the repayment of a Tranche in accordance with Article 5.1 (Normal repayment).

"Repeating Representations" means each of the representations set out in Schedule G (Representations and Warranties) other than those Paragraphs thereof which are identified with the words "(Non-repeating)" at the end of the Paragraphs.

“Sanctioned Person” means any individual or entity (for the avoidance of doubt, the term entity includes, but is not limited to, any government, group or terrorist organisation) who is a designated target of, or who is otherwise a subject of, Sanctions (including, without limitation, as a result of being owned or otherwise controlled, directly or indirectly, by any individual or entity, who is a designated target of, or who is otherwise a subject of, Sanctions).

“Sanctions” means the economic or financial sanctions laws, regulations, trade embargoes or other restrictive measures (including, in particular, but not limited to, measures in relation to the financing of terrorism) enacted, administered, implemented and/or enforced from time to time by any of the following:

"Security" means any mortgage, pledge, lien, charge, assignment, hypothecation, or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

"Senior Management Change" means that any Senior Management Personnel has ceased to be actively involved in the management of the Borrower without the Bank having given its prior written consent to such a change. Such consent shall not be required in case of Good Lever Event (death, long term illness, disability, disability of a relative).

"Senior Management Personnel" means Ryan Rhodes in its capacity as Chief Executive Officer.

"Social Matters" means all, or any of, the following:

"Subscription Form" has the meaning given to such term in the Warrant Agreement.

"Subsidiary" means an entity of which the Borrower has direct or indirect control or owns directly or indirectly more than 50% (fifty per cent) of the voting capital or similar right of ownership and 'control' for this purpose means the power to direct the management and the policies of the entity, whether through the ownership of voting capital, by contract or otherwise.

"Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

"Technical Description" has the meaning given to it in Recital (A).

"TEG Letter" means the letter from the Bank provided from time to time to the Borrower pursuant to Article 4.5 (Effective Global Rate (Taux Effectif Global)) substantially in the form of Schedule J (Form of TEG Letter).

"Total Assets" means the total consolidated assets of the Group, as shown in the Borrower’s latest consolidated financial statements, as at the end of any Relevant Period.

"Tranche" means each disbursement made or to be made under this Contract consisting of Tranche A, Tranche B and Tranche C. In the event that no Disbursement Acceptance has been received, Tranche shall mean a Tranche as offered under Article 0 (Disbursement Offer).

"Tranche A" means the first Tranche in the amount set out in paragraph (a) of Article 2.2.1 (Tranches), in relation to which warrants are granted to the Bank in accordance with the Warrant Agreement and a Deferred Interest Rate shall be paid in accordance with Article 4.2 (Deferred Interest ).

"Tranche B" means the second Tranche in the amount set out in paragraph (a) of Article 2.2.1 (Tranches), in relation to which warrants are granted to the Bank in accordance with the Warrant Agreement and a Deferred Interest Rate shall be paid in accordance with Article 4.2 (Deferred Interest ).

"Tranche C" means the third Tranche in the amount set out in paragraph (a) of Article 2.2.1 (Tranches), in relation to which warrants are granted to the Bank in accordance with the Warrant Agreement and a Fixed Rate shall be paid in accordance with Article 4.1 (Fixed Rate Tranches).

"Tranche A Warrants" means the warrants (bons de souscription d'actions) to be issued by the Borrower and subscribed by the Bank in the context of the disbursement of Tranche A and entitling the Bank to subscribe shares of the Borrower, as further defined in the Warrant Agreement.

"Tranche B Warrants" means the warrants (bons de souscription d'actions) to be issued by the Borrower and subscribed by the Bank in the context of the disbursement of Tranche B and entitling the Bank to subscribe shares of the Borrower, as further defined in the Warrant Agreement

"Tranche C Warrants" means the warrants (bons de souscription d'actions) to be issued by the Borrower and subscribed by the Bank in the context of the disbursement of Tranche C and entitling the Bank to subscribe shares of the Borrower, as further defined in the Warrant Agreement

"Voluntary Non-EIB Prepayment" means a voluntary prepayment by any Group Company (for the avoidance of doubt, prepayment shall include a repurchase, redemption or cancellation where applicable) of a part or the whole of any Non-EIB Financing where:

"Warrant Agreement" means the agreement to be entered into between the Borrower (as warrant issuer) and the Bank (as warrant holder) relating to the issuance by the Borrower of Warrants.

"Warrants" means the warrants (bons de souscription d'actions) entitling the Bank to subscribe for shares in the Borrower as further defined in the Warrant Agreement.

ARTICLE 2
Credit and Disbursements

By this Contract, the Bank establishes in favour of the Borrower, and the Borrower accepts, a credit in an amount of EUR 36,000,000 (thirty-six million euros) for the financing of the Investment (the "Credit").

The Bank shall disburse the Credit in Euros in 3 (three) Tranches, as set out below:

Each Tranche shall be made available by way of a single drawdown.

Upon request by the Borrower and subject to Article 2.5 (Conditions of Disbursement), provided that no event mentioned in Sub-Paragraph (b) of Article 2.5.4 (Cancellation) has occurred and is continuing, the Bank shall send to the Borrower a Disbursement Offer for the disbursement of a Tranche. The latest time for receipt by the Borrower of a Disbursement Offer is 6 (six) Business Days before the Final Availability Date. The Disbursement Offer shall specify:

The Bank shall disburse each Tranche in EUR.

No Disbursement Offer will be provided by the Bank under this Contract unless the Bank has confirmed that it has received all of the documents and other evidence listed in Schedule F (Initial Documentary Conditions Precedent) in form and substance satisfactory to it and no later than the date falling 10 (ten) Business Days before the Disbursement Date.

Each Disbursement Offer, including the first Disbursement Offer, will be provided by the Bank under this Contract only once the Bank has confirmed that it has received, in form and substance satisfactory to it no later than the date falling 10 (ten) Business Days before the Disbursement Date:

The Bank will only be obliged to make any Accepted Tranche available to the Borrower if on the Disbursement Date for the proposed Tranche:

has occurred and is continuing unremedied or unwaived or would result from the disbursement of the proposed Tranche.

Without prejudice to the generality of Articles 2.5.1 (Initial Documentary Conditions Precedent) to 2.5.3 (All Tranches – Other Conditions), no Disbursement Offer will be provided by the Bank under this Contract in respect of Tranche A unless the Bank has confirmed that it has received in form and substance satisfactory to it no later than the date falling 10 (ten) Business Days before the Disbursement Date:

Without prejudice to the generality of Articles 2.5.1 (Initial Documentary Conditions Precedent) to 2.5.3 (All Tranches – Other Conditions), no Disbursement Offer will be provided by the Bank under this Contract in respect of Tranche B unless Tranche A has been fully disbursed and the Bank has confirmed that it has received in form and substance satisfactory to it no later than the date falling 10 (ten) Business Days before the Disbursement Date:

Without prejudice to the generality of Articles 2.5.1 (Initial Documentary Conditions Precedent) to 2.5.3 (All Tranches – Other Conditions), no Disbursement Offer will be provided by the Bank under this Contract in respect of Tranche C unless Tranche A and Tranche B have been fully disbursed and the Bank has confirmed that it has received in form and substance satisfactory to it no later than the date falling 10 (ten) Business Days before the Disbursement Date:

Upon receipt of such written notice, the Bank shall cancel the requested portion of the Credit with immediate effect.

On the date of such written notification from the Bank the relevant undisbursed portion of the Credit shall be cancelled with immediate effect.

On the day following the Final Availability Date, unless otherwise specifically notified in writing by the Bank to the Borrower, any part of the Credit in respect of which no Disbursement Acceptance has been received in accordance with Article 2.2.3 (Disbursement Acceptance) shall be automatically cancelled, without any further notice from the Bank to the Borrower.

With respect to Tranche A, the Arrangement Fee is due and payable by the Borrower on the signing date of the Contract. With respect to Tranche B, the Arrangement Fee is due and payable by the Borrower on the date of the Board of Directors’ meeting deciding the issuance of the Tranche B Warrants. With respect to Tranche C, the Arrangement Fee is due and payable by the Borrower on the date of the Board of Directors’ meeting deciding the issuance of the Tranche C Warrants. The Parties agree that the amounts due and payable by the Borrower under the Arrangement Fee will be set off against the amounts due and payable by the Bank under the Subscription Price (as defined in the Warrant Agreement) of the relevant Tranche, on the date on which the Subscription Price is due and payable.

ARTICLE 3
The Loan

The Loan shall comprise the aggregate amount of Tranches disbursed by the Bank under the Credit.

ARTICLE 4
Interest

The Borrower shall pay interest on the outstanding balance of Tranche C at the Fixed Rate annually in arrear on the relevant Payment Dates specified in the Disbursement Offer, and calculated on the basis of Article 6.1 (Day count convention). If the period from the Disbursement Date to the first Payment Date is 15 (fifteen) days or less then the payment of interest accrued during such period shall be postponed to the following Payment Date.

If a Deferred Interest Rate is specified in the Disbursement Offer in relation to a Tranche, interest shall accrue on the outstanding balance of such Tranche at the Deferred Interest Rate, and calculated on the basis of sub-paragraph (a) of Article 6.1 (Day count convention), and such interest shall be due and payable on the Maturity Date of such Tranche or, where a Tranche is prepaid, on the Prepayment Date. For the avoidance of doubt, any such interest shall not be capitalised and shall not bear interest.

In addition to the interest payable pursuant to Article 4.1 (Fixed Rate Tranches) and 4.2 (Deferred Interest) above, the Bank shall be entitled to receive any amounts due in connection with the Warrants.

Without prejudice to Article 9 (Events of default) and by way of exception to Article 4.1 (Fixed Rate) and 4.2 (Deferred Interest), if the Borrower fails to pay any amount payable by it under the Contract on its due date, interest shall accrue on any such overdue amount from the due date to the date of actual payment at an annual rate equal to:

and shall be payable in accordance with the demand of the Bank. For the purpose of determining EURIBOR in relation to this Article 4.4 (Interest on overdue sums), the relevant periods within the meaning of Schedule B (Definition of EURIBOR) shall be successive periods of one month commencing on the due date.

If the overdue sum is in a currency other than the currency of the Credit, the relevant interbank rate that is generally retained by the Bank for transactions in that currency plus 2% (two hundred basis points) shall apply, calculated in accordance with the market practice for such rate.

Without prejudice to the fact that they may be due at any time, default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the request of the Bank, provided that, within the meaning of article 1343-2 of the French Code civil, such interest is due for a period of at least one year.

For the purpose of articles L.314-1 to L.314-5 and article R.314-1 et seq. of the French Code de la consommation and article L.313-4 of the French Code monétaire et financier, the Parties acknowledge that (i) the effective global rate calculated on the date of this contract, based on assumptions as to the period rate (taux de période) and the period term (durée de période) and on the assumption that the interest rate and all fees, costs or expenses payable under this Contract will be maintained at their original level throughout the term of this Contract, is set out in a TEG Letter from the Bank to the Borrower and (ii) the TEG Letter forms part of this Contract. The Borrower acknowledges receipt of the TEG Letter.

ARTICLE 5
Repayment

The Borrower shall repay Tranche C by equal annual instalments of principal together with all other amounts outstanding under this Contract in relation to that Tranche on the Repayment Date(s) specified in the relevant Disbursement Offer.

The first Repayment Date of Tranche C shall fall not earlier than 30 (thirty) days from the Disbursement Date and not later than the first Repayment Date immediately following the Disbursement Date of Tranche C.

The last Repayment Date of Tranche C shall fall not later than 5 years from the Disbursement Date.

The Borrower shall repay each Tranche A and Tranche B, together with all other amounts outstanding under this Contract in relation to that Tranche, in a single instalment on the Maturity Date of that Tranche.

If the Borrower prepays a Tranche, the Borrower shall pay the relevant Prepayment Fee on the Prepayment Date.

Upon presentation by the Borrower to the Bank of a Prepayment Request in respect of a Tranche, the Bank shall issue a Prepayment Offer to the Borrower, not later than 15 (fifteen) days prior to the Prepayment Date. The Prepayment Offer shall specify the Prepayment Date, the Prepayment Amount, the accrued interest due thereon (including any interest under Article 4.2 (Deferred Interest)), and the Prepayment Fee (including the fee due under Article 5.4 (b) (General)), if any and the method of application of the Prepayment Amount and the deadline by which the Borrower may accept the Prepayment Offer.

If the Borrower accepts the Prepayment Offer no later than by the deadline specified therein, the Bank shall send to the Borrower, no later than 10 (ten) days prior to the relevant Prepayment Date, a Prepayment Notice.

If the Borrower does not duly accept the Prepayment Offer, the Borrower may not effect the prepayment in respect of such Tranche.

The Borrower shall pay the amount specified in the Prepayment Notice on the relevant Prepayment Date.

of such total cost of the Investment.

The Borrower shall promptly inform the Bank if:

In such case, or if the Bank has reasonable cause to believe that a Change-of-Control Event has occurred or is likely to occur, a Change-of-Law Event has occurred or is likely to occur, a Senior Management Change has occurred or is likely to occur, or an Event of Default has occurred, the Borrower shall, on request of the Bank, consult with the Bank as to the impact of such event. If 30 (thirty) days have passed since the date of such request and the Bank is of the opinion that the effects of such event cannot be mitigated to its satisfaction, or in any event if a Change-of-Control Event, Change-of-Law Event, a Senior Management Change or an Event of Default has actually occurred, the Bank may by notice to the Borrower, cancel the undisbursed portion of the Credit and/or demand prepayment of the Loan Outstanding, together with accrued interest and all other amounts accrued or outstanding under this Contract or any other Finance Document.

If the Borrower disposes of assets forming part of the Investment or shares in subsidiaries holding assets forming part of the Investment, without the approval of the Bank, the Borrower shall apply all proceeds of such disposal to prepay the Loan Outstanding (in part or in whole), together with accrued interest, promptly following receipt of such proceeds in accordance with sub-paragraph (b) of Paragraph 7 (Disposal of assets) of Schedule H (General Undertakings).

If:

the Bank may, by notice to the Borrower, cancel the undisbursed portion of the Credit and demand prepayment of the Loan. The proportion of the Loan that the Bank may require to be prepaid shall be the same as the proportion that the prepaid amount of the Non-EIB Financing bears to the aggregate outstanding amount of all Non-EIB Financing.

In the case of a Prepayment Event (other than pursuant to Article 5.3.3 (Illegality Event) in relation to a Tranche, the Borrower shall pay the relevant Prepayment Fee.

Any sum demanded by the Bank pursuant to Articles 5.3.1 (Investment Cost Reduction Event) to 5.3.5 (Pari Passu to Non-EIB Financing) shall be paid on the date indicated by the Bank in the Prepayment Notice, such date being a date falling not less than 30 (thirty) days from the date of the demand (or, if earlier, the last day of any applicable grace period permitted by law in respect of the event in Article 5.3.3 (Illegality Event)).

ARTICLE 6
Payments

Any amount due under this Contract and calculated in respect of a fraction of a year shall be determined based on a year of 360 (three hundred and sixty) days and a month of 30 (thirty) days.

or such other account notified by the Bank to the Borrower.

All payments to be made by the Borrower under this Contract shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

If either the Bank determines (in its discretion) that a Disruption Event has occurred or the Bank is notified by the Borrower that a Disruption Event has occurred:

Sums received from the Borrower shall only discharge its payment obligations if and when received in accordance with the terms of this Contract.

If the Bank receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under this Contract, the Bank shall apply that payment, in the order set out below, in or towards payment of:

ARTICLE 7
Borrower undertakings and representations

ARTICLE 8
Charges and expenses

The Borrower shall pay all Taxes, duties, fees and other impositions of whatsoever nature, including stamp duty and registration fees, arising out of the execution or implementation of each Finance Document or any related document and in the creation, perfection, registration or enforcement of any security for the Loan to the extent applicable.

The Borrower shall pay all principal, interest, indemnities and other amounts due under this Contract gross without any withholding or deduction of any national or local impositions whatsoever, provided that if the Borrower is required by law or an agreement with a governmental authority or otherwise to make any such withholding or deduction, it will gross up the payment to the Bank so that after withholding or deduction, the net amount received by the Bank is equivalent to the sum due.

The Borrower shall bear all charges and expenses, including professional, banking or exchange charges incurred in connection with the preparation, execution, implementation, enforcement and termination of the Finance Documents (including, but not limited to, any Guarantee Agreement entered into pursuant to Paragraph 16 (Guarantees) of Schedule H (General Undertakings)) or any related document, any amendment, supplement or waiver in respect of the Finance Documents or any related document, and in the amendment, creation, management, enforcement and realisation of any security for the Loan.

ARTICLE 9
Events of default

The Bank may demand (in writing) without prior notice (mise en demeure préalable) or any judicial or extra judicial step immediate repayment by the Borrower of all or part of the Loan Outstanding (as requested by the Bank), together with accrued interest, any Prepayment Fee and all other accrued or outstanding amounts under any Finance Document, if:

Article 9.1 (Right to demand repayment) shall not restrict any other right of the Bank at law to require prepayment of the Loan Outstanding.

In case of demand under Article 9.1 (Right to demand repayment), the Borrower shall pay the Bank the amount demanded together with the relevant Prepayment Fee.

No failure or delay or single or partial exercise by the Bank in exercising any of its rights or remedies under this Contract shall be construed as a waiver of such right or remedy. The rights and remedies provided in this Contract are cumulative and not exclusive of any rights or remedies provided by law.

Each Party hereby acknowledges that the provisions of article 1195 of the French Code civil shall not apply to it with respect to its obligations under the Finance Documents and that it shall not be entitled to make any claim under article 1195 of the French Code civil.

ARTICLE 10
Law and jurisdiction, miscellaneous

This Contract and any non-contractual obligations arising out of or in connection with it shall be governed by French law.

Unless otherwise specifically agreed by the Bank in writing, the place of performance under this Contract, shall be the seat of the Bank.

In any legal action arising out of this Contract the certificate of the Bank as to any amount or rate due to the Bank under this Contract shall, in the absence of manifest error, be prima facie evidence of such amount or rate.

This Contract constitutes the entire agreement between the Bank and the Borrower in relation to the provision of the Credit hereunder, and supersedes any previous agreement, whether express or implied, on the same matter.

If at any time any term of this Contract is or becomes illegal, invalid or unenforceable in any respect, or this Contract is or becomes ineffective in any respect, under the laws of any jurisdiction, such illegality, invalidity, unenforceability or ineffectiveness shall not affect:

Any amendment to this Contract shall be made in writing and shall be signed by the Parties hereto.

ARTICLE 11
Final Articles

The address and electronic mail address (and the department for whose attention the communication is to be made) of each Party for any communication to be made or document to be delivered under or in connection with this Contract is:

Each Party shall promptly notify the other Parties in writing of any change in their respective communication details.

IN WITNESS WHEREOF the Parties hereto have caused this Contract to be executed in three (3) originals in the English language.

At Luxembourg and Vaulx-en-Velin, this 17 October 2025

Schedule A

Investment Specification and Reporting

A.1 Technical Description

Purpose, Location

The Project relates to the Borrower’s expenditures in Research, Development and Innovation for the improvement of therapeutical options in prostate cancer, rectal endometriosis, and other conditions that respond to high-intensity focused ultrasound treatment.

The focus of the Project is the development and establishments of the Promoters FocalOne Robotic System. This includes new software modules and upgrades and functional improvements as well as clinical research to gain regulatory approval in new clinical indications.

The Project also entails production expansion activities at the French headquarter and costs for clinical evaluation, regulatory work, market access activities, and IP.

The Project will be implemented by the R&D teams in France (Lyon).

Description

Total project costs are EUR 77.6m.

The cost cover new product development for the HIFU programs (prototyping, clinical studies, regulatory. Clinical categories include prostate cancer, benign prostate hyperplasia (BPH), and Endometriosis.

A small portion of the project cost will go into RDI of ESWL (shockwave technology) and regulatory expenses for the distribution products.

100% of the Project costs are expected to be incurred in France.

Calendar

The investment covers the period of 2025 to 2028.

A.2 Information Duties

The information below has to be sent to the Bank under the responsibility of:

The above-mentioned contact person is the responsible contact for the time being.

The Borrower shall inform the EIB immediately in case of any change.

The Borrower shall deliver to the Bank the following information on Project progress during implementation at the latest by the deadline indicated below.

The Borrower shall deliver to the Bank the following information on Project completion and initial operation at the latest by the deadline indicated below.

Schedule B

Definition of EURIBOR

"EURIBOR" means:

(the period for which the rate is taken or from which the rates are interpolated being the "Representative Period").

For the purposes of paragraphs (a) to (c) above,

If such Screen Rate is not so published, the Bank shall request the principal offices of four major banks in the euro-zone, selected by the Bank, to quote the rate at which EUR deposits in a comparable amount are offered by each of them, as at approximately 11:00 a.m., Brussels time on the Reset Date to prime banks in the euro-zone interbank market for a period equal to the Representative Period. If at least 2 (two) quotations are provided, the rate for that Reset Date will be the arithmetic mean of the quotations. If no sufficient quotations are provided as requested, the rate for that Reset Date will be the arithmetic mean of the rates quoted by major banks in the euro-zone, selected by the Bank, at approximately 11:00 a.m., Brussels time, on the day which falls 2 (two) Relevant Business Days after the Reset Date, for loans in EUR in a comparable amount to leading European banks for a period equal to the Representative Period.

The Bank shall inform the Borrower without delay of the quotations received by the Bank.

All percentages resulting from any calculations referred to in this Schedule will be rounded, if necessary, to the nearest one thousandth of a percentage point, with halves being rounded up.

If any of the foregoing provisions becomes inconsistent with provisions adopted under the aegis of EMMI (or any successor to that function of EMMI as determined by the Bank) in respect of EURIBOR, the Bank may by notice to the Borrower amend the provision to bring it into line with such other provisions.

If the Screen Rate becomes permanently unavailable, the EURIBOR replacement rate will be the rate (inclusive of any spreads or adjustments) formally recommended by (i) the working group on euro risk-free rates established by the European Central Bank (ECB), the Financial Services and Markets Authority (FSMA), the European Securities and Markets Authority (ESMA) and the European Commission, or (ii) the European Money Market Institute, as the administrator of EURIBOR, or (iii) the competent authority responsible under Regulation (EU) 2016/1011 for supervising the European Money Market Institute, as the administrator of the EURIBOR, (iv) the national competent authorities designated under Regulation (EU) 2016/1011, or (v) the European Central Bank.

If the Screen Rate becomes permanently unavailable and no EURIBOR replacement rate is formally recommended as provided above, EURIBOR shall be the rate (expressed as a percentage rate per annum) which is determined by the Bank to be the all-inclusive cost to the Bank for the funding of the relevant Tranche based upon the then applicable internally generated Bank reference rate or an alternative rate determination method reasonably determined by the Bank.

Schedule C

Form of Disbursement Offer/Acceptance

Dear Sirs,

We refer to the Finance Contract. Terms defined in the Finance Contract have the same meaning when used in this letter.

Following your request for a Disbursement Offer from the Bank, in accordance with Article 0 (Disbursement Offer) of the Finance Contract, we hereby offer to make available to you the following Tranche:

To make the Tranche available subject to the terms and conditions of the Finance Contract, the Bank must receive a Disbursement Acceptance in the form of a copy of this Disbursement Offer duly signed on your behalf, to the following electronic mail [***] no later than the Disbursement Acceptance Deadline of [time], Luxembourg time, on [date].

The Disbursement Acceptance below must be signed by an Authorised Signatory and must be fully completed as indicated, to include the details of the Disbursement Account.

If not duly accepted by the above stated time, the offer contained in this document shall be deemed to have been refused and shall automatically lapse.

If you do accept the Tranche as described in this Disbursement Offer, all the related terms and conditions of the Finance Contract shall apply, in particular, the provisions of Article 2.5 (Conditions of Disbursement).

Yours faithfully,

EUROPEAN INVESTMENT BANK

We hereby accept the above Disbursement Offer for and on behalf of the Borrower:

__________________________________________

Date:

Schedule D

Form of Drawdown Certificate

Dear Sirs,

Terms defined in the Finance Contract have the same meaning when used in this letter.

For the purposes of Article 2.5 (Conditions of Disbursement) of the Finance Contract we hereby certify to you as follows:

We undertake to immediately notify the Bank if any the above fails to be true or correct as of the Disbursement Date for the proposed Tranche.

Yours faithfully,

For and on behalf of EDAP TMS SA

Date:

Schedule E

Form of Compliance Certificate

Dear Sirs,

We refer to the Finance Contract. This is a Compliance Certificate. Terms defined in the Finance Contract have the same meaning when used in this Compliance Certificate.

We hereby confirm:

Yours faithfully,

For and on behalf of EDAP TMS SA

Schedule F

Initial Documentary Conditions Precedent

Schedule G

Representations and Warranties

At the date of this Contract, the Declaration of Honour continues to be true and correct.

(Non-repeating)

At the date of this Contract, no Security exists over the assets of any Group Company other than Permitted Security

As at the date of this Contract:

No Obligor has Indebtedness outstanding other than Permitted Indebtedness. (Non-repeating).

No Obligor, nor any of its assets, is entitled to immunity from suit, execution, attachment or other legal process.

The pension schemes for the time being operated by the Obligors (if any) are funded in accordance with their rules and to the extent required by law or otherwise comply with the requirements of any law applicable in the jurisdiction in which the relevant pension scheme is maintained.

No Obligor and/or any Relevant Person

It is acknowledged and agreed that the representations set out in this Paragraph 13 (Sanctions) are only sought by and given to the Bank to the extent that to do so would be permissible pursuant to any applicable anti-boycott rule of the EU such as Regulation (EC) 2271/96.

The Borrower is established in an Eligible Territory.

Schedule H

General Undertakings

The Borrower shall use all amounts borrowed by it under the Loan to carry out the Investment. In any event, the Borrower shall ensure that the amount of the Credit together with any principal loan amount provided by another implementing partner under the InvestEU Fund shall not exceed 50% (fifty per cent) of the total cost of the Investment set out in Recital (A).

The Borrower shall or shall procure that the Investment is carried out in accordance with the Technical Description as may be modified from time to time with the approval of the Bank, and complete it by the final date specified therein.

Each Obligor shall:

The Borrower shall:

and upon becoming aware of any breach of this Paragraph 5 (Environment and Social Matters):

The Borrower shall and shall ensure that each Obligor will, take, within a reasonable timeframe, appropriate measures in respect of any member of its management bodies who has been convicted by a final and irrevocable court ruling of an Illegal Activity perpetrated in the course of the exercise of his/her professional duties, in order to ensure that such member is excluded from any Borrower’s activity in relation to the Credit, Loan or the Investment.

provided that the disposal is not of assets forming part of the Investment or shares in subsidiaries holding assets forming part of the Investment, which may not be disposed of unless either (a) the Borrower consults the Bank in relation to such disposal, and the Bank approves the disposal, or (b) the proceeds of the disposal are applied to prepay the Bank in accordance with Article 5.3.4 (Disposals).

For the purposes of this Paragraph 7 (Disposal of assets), "dispose" and "disposal" includes any act effecting sale, transfer, lease or other disposal.

The Borrower shall maintain, repair, overhaul and renew all assets required in relation to the Investment as required to keep such assets in good working order.

The Borrower shall, and shall procure that each Group Company shall, maintain insurances on and in relation to its business and assets with reputable underwriters or insurance companies against those risks and to the extent as is usual for companies carrying on the same or substantially similar business.

The Borrower shall procure that no substantial change is made to the general nature business of the Borrower or the Group as a whole from that carried on at the date of this Contract.

The Borrower shall not, and shall procure that no Group Company shall, enter into any amalgamation, demerger, merger or corporate reconstruction unless:

Each Obligor shall ensure that it has kept and will continue to keep proper books and records of account, in which full and correct entries shall be made of all financial transactions and its assets and business, including expenditures in connection with the Investment, in accordance with GAAP as in effect from time to time.

The Borrower shall not, and shall procure that no Group Company shall, invest in or acquire any entity or a business going concern or an undertaking (whether whole or substantially the whole of the assets or business), or any division or operating unit thereof, or any shares or securities of any entity or a business or undertaking (or in each case, any interest in any of them) (or agree to any of the foregoing), save for an acquisition or investment:

The Borrower shall not, and shall procure that no other Group Company shall, incur any Indebtedness, save for Indebtedness incurred:

each in form and substance satisfactory to the Bank.

The Bank will ultimately decide whether a Material Subsidiary is required to enter into a Guarantee Agreement and can take into account:

The Borrower shall not, and shall procure that no other Group Company shall, enter into any derivative transaction other than Permitted Hedging, where "Permitted Hedging" means:

The Borrower shall not, and shall procure that no other Group Company shall, declare or distribute dividends, or return or purchase shares, save for:

The Borrower shall not, and shall ensure that no other member of the Group will, be a creditor in respect of any Indebtedness, save for:

The Borrower shall not, and shall procure that no other Group Company shall, make any payment in respect of any Intercompany Loan, save for:

The Borrower shall, and shall procure that each other Group Company shall, (i) obtain, safeguard and maintain its rights with respect to the Intellectual Property Rights required for the implementation of the Investment in accordance with this Contract, including complying with all material contractual provisions and that the implementation of the Investment in accordance with this Contract will not result in the infringement of the rights of any person with regard to the Intellectual Property Rights and (ii) ensure that any Intellectual Property Rights required for the implementation of the Investment will be owned by or licensed to the Borrower, and where such Intellectual Property Rights which are owned by a Group Company are capable of registration, are registered to such party.

The Borrower shall, and shall procure that each other Group Company shall, remain duly incorporated and validly existing as a corporate entity with limited liability under the jurisdiction in which it is incorporated and that it will have no centre of main interests, permanent establishment or place of business outside the jurisdiction in which it is incorporated, and that it will continue to have the power to carry on its business as it is now being conducted and continue to own its property and other assets.

The Borrower shall take note of the Bank’s group statement on tax fraud, tax evasion, tax avoidance, aggressive tax planning, money laundering and financing of terrorism (as published on the Bank’s website and as may be amended from time to time).

The Borrower shall notify to the Bank the amount of proceeds made available to it under each Tranche and which are on-lent to the French Guarantor or to any of its Subsidiaries (through intercompany loans or any other means) at each date on which such amount is on-lent to the French Guarantor or to any of its Subsidiaries.

The Borrower shall not, and shall procure that no Obligor shall, directly or indirectly:

It is acknowledged and agreed that the undertakings set out in this Paragraph 26 (Sanctions) are only sought by and given to the Bank to the extent that to do so would be permissible pursuant to any applicable anti-boycott rule of the EU such as Regulation (EC) 2271/96.

The Borrower shall ensure that the moneys to repay any Tranche under this Contract do not come from grants under an EU program.

If the Borrower or any Group Company concludes with any other unsecured and unsubordinated creditor a financing agreement that includes a loss-of-rating clause or a covenant or other provision regarding its financial ratios, if applicable, that is not provided for in this Contract or is more favourable to the relevant creditor than any equivalent provision of this Contract is to the Bank, the Borrower shall promptly inform the Bank and shall provide a copy of the more favourable provision to the Bank. The Bank may request that the Borrower promptly executes an agreement to amend this Contract so as to provide for an equivalent provision in favour of the Bank.

Save for the intra-group loans between Obligors expressly permitted under the Contract, the Borrower and any Group Company shall ensure at all times that any loans granted to the Borrower or any Group Company by any of their shareholders are subordinated to the Loan.

Schedule I

Information and Visits

provided always that if such information or document is not delivered to the Bank on time, and the Borrower does not rectify the omission within a reasonable time set by the Bank in writing, the Bank may remedy the deficiency, to the extent feasible, by employing its own staff or a consultant or any other third party, at the Borrower's expense and the Borrower shall provide such persons with all assistance necessary for the purpose.

and set out the action to be taken with respect to such matters;

The Borrower acknowledges and agrees that:

the Bank shall annually publish on its website information on the Borrower, which shall include the name and address of the Borrower and the financing form of support under the InvestEU Fund; and

Where the Borrower provides information to the Bank in connection with this Contract, it shall clearly indicate whether or not such information is already public, and if it is confidential the Borrower shall ensure the public publication of such information at the same time, or immediately after, it is shared with the Bank. The Borrower will not share any inside information with the Bank before it is published to the market and shall notify the Bank as to whether such information constitutes inside information (for the purposes of the EU Market Abuse Regulation) at the time it is shared.

Schedule J

Form of TEG Letter

Dear Sirs,

We refer to the Finance Contract. Terms defined in the Finance Contract have the same meaning when used in this letter.

We confirm that:

The above effective global rate is given on an indicative basis and on the following assumptions:

Under the following additional assumptions and on an indicative basis the Put Option is exercised on the Maturity Date of each Tranche for the amount of the Tranche, the effective global rate would be the following:

We understand that you will make all appraisals you consider necessary to assess the global costs of the Credit and that you will request all necessary information from us in this respect.

This letter is a Finance Document.

This letter shall be governed and construed in accordance with the laws of France. Any claim in connection with this letter shall be subject to the jurisdiction of the Tribunal de commerce de Paris.

We should be grateful if you would confirm your acceptance of the terms of this letter by signing 3 (three) originals and returning to us 2 (two) originals of this letter.

Yours faithfully,

EUROPEAN INVESTMENT BANK

We hereby accept the above information relating to the effective global rate on behalf of the Borrower:

__________________________________________

For and on behalf of EDAP TMS SA

Date: [___]

Name: [___]

Title: [___]

68

Exhibit 99.2

FI N° 99053

Serapis N° 2025-0092

DATED                         October 17, 2025

EDAP TMS

as the Company

AND

The European Investment Bank

as the Original Warrantholder

Warrant Agreement

THIS WARRANT AGREEMENT (this "Agreement") is dated October 17, 2025

Between:

Whereas:

It is agreed as follows:

"Adjustment Event" means the occurrence, after the date of this Agreement, of any of the following events as well as any additional adjustment events provided for under articles L.228-98 et seq. of the French Commercial Code:

"Affiliate" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“American Depositary Shares” means those certain American Depositary Shares representing Shares; provided, however, (i) if the American Depositary Shares cease to exist, “American Depositary Shares” shall refer to the Shares and (ii) to the extent that the ratio of American Depositary Shares to Shares ceases to be one-to-one, all provisions herein tied to number of Shares or the price of a Share shall be proportionately and automatically adjusted.

"Applicable Law" means all applicable law and regulation which from time to time is binding on the Company.

"Arrangement Fee" has the meaning set out in the Finance Contract.

"Articles" means the articles of association (statuts) of the Company as amended from time to time.

“Average Price per Share Tranche A” means an amount equal to the euro (EUR) equivalent, calculated on the applicable Exchange Rate, of the average closing price (in USD) per American Depositary Share as reported by NASDAQ over the 90 days preceding, but not including, the date of issuance of the Tranche A Warrants by the Original Warrantholder.

“Average Price per Share Tranche B” means an amount equal to the euro (EUR) equivalent, calculated on the applicable Exchange Rate, of the average closing price (in USD) per American Depositary Share as reported by NASDAQ over the 90 days preceding, but not including, the date of issuance of the Tranche B Warrants by the Original Warrantholder.

“Average Price per Share Tranche C” means an amount equal to the euro (EUR) equivalent, calculated on the applicable Exchange Rate, of the average closing price (in USD) per American Depositary Share as reported by NASDAQ over the 90 days preceding, but not including, the date of issuance of the Tranche C Warrants by the Original Warrantholder.

"Auditor" means the statutory auditor (commissaire aux comptes) of the Company for the time being.

“Board of Directors” means the board of directors (conseil d’administration) of the Company from time to time.

"Business Day" means a day (other than a Saturday or Sunday) on which the Original Warrantholder and commercial banks are open for general business in the city of Luxembourg (Grand Duchy of Luxembourg) and Paris (France).

"Change-of-Control Event" has the meaning set out in the Finance Contract.

"Completion" means, with respect to a Tranche, each date on which the relevant Warrants are issued in favour of the Original Warranholder and the effective subscription by the Original Warrantholder, i.e., full payment of the Subscription Price of the corresponding Warrants by the Original Warrantholder pursuant to Clause 3.7 and delivery by the Original Warrantholder of its Subscription Form pursuant to Clause 3.2(c), which date shall occur immediately before the disbursement of the relevant Tranche on the relevant Disbursement Date.

"Control" has the meaning set out in the Finance Contract, and "Controlling" has the corresponding meaning.

"Credit" has the meaning set out in the Finance Contract.

"Debt Repayment Event" means (i) a prepayment of any principal amount due in respect of a Loan on a voluntary basis under article 5.2 of the Finance Contract or (ii) a compulsory prepayment under articles 5.3 and/or 9 of the Finance Contract.

"Directors" means the general manager (directeur général), the deputy general managers (directeurs généreaux délégués) and the members of the Board of Directors (administrateurs) of the Company from time to time.

“Disbursed Amount” means the aggregate amount of a Tranche or all Tranches, as the context requires, which have been or are disbursed from time to time by the Original Warrantholder under the Finance Contract.

“Disbursement Date” means the date on which disbursement of a Tranche is made by the Original Warrantholder pursuant to the Finance Contract.

"Distribution" means (i) any distribution or allocation of dividend, reserves or issue premium,

(ii) any share redemption, (iii) any grant of loans or credit or (iv) payment or benefit of any kind given, in each case (i) to (iv), by the Company to its Shareholders (in their capacity as shareholders), to any other direct or indirect holders of Instruments (in their capacity as holders of Instruments) or to any individual person or company directly or indirectly holding a capital participation in any shareholder of the Company (in its capacity as indirect shareholder of the Company), or to any company, person or entity being an Affiliate to any such shareholder or company, after the date of this Agreement, in any manner feasible, of its assets, profits, reserves or capital.

“Encumbrance” means any encumbrance, debenture, mortgage, blocking order, court decision, court order, leases, subleases, preliminary agreements on the conclusion of subleases, arrest, execution order, order preventing the sale of any assets, charge, pledge, lien, restriction, assignment, hypothecation, security interest, title retention or any other agreement or arrangement the effect of which is the creation of security, or any other interest, equity or other right of any person (including any right to acquire, option, right of first refusal or right of pre- emption), or any agreement or arrangement to create any of the same.

“EUR” means the lawful currency of the member states of the European Union which adopt or have adopted it as their currency in accordance with the relevant provisions of the Treaty on European Union and the Treaty on the Functioning of the European Union or their succeeding treaties.

"Event" means:

"Event Date" means the date on which any Event occurs, being the first of:

"Event Notification" means a written notice from the Company to the Warrantholder informing it of the occurrence of an Event or of an Event which is reasonably likely to occur, and which sets out:

“Event of Default” shall have the meaning set forth in the Finance Contract.

Event of Default Notice” means a written notice by the Original Warrantholder noting the occurrence of an Event of Default under and as defined in the Finance Contract.

“Exchange Rate” means the last EUR/USD currency exchange rate published by the European Central Bank on its website on the date immediately preceding the relevant date under this Agreement.

“Exercise Ratio” means the ratio between (i) the number of Warrant Shares to which one Warrant give the right to subscribe and (ii) one Warrant. At the date of issuance of the Warrants, and subject to Clause 4 and Schedule 7, the Exercise Ratio is of 1.0 (i.e. 1 Warrant for 1 Warrant Share).

"Expert" means an expert appointed in accordance with Schedule 2 (Expert Determination).

"Expert’s Certificate" has the meaning set out in Schedule 2(Expert Determination).

"Fair Market Value" means the value of a Warrant or a Warrant Share as determined in accordance with the valuation principles set out in paragraph 3 (Basis of valuation) of Schedule 2 (Expert Determination) (for the avoidance of doubt, such principles will apply regardless of whether the valuation is being determined by the Warrantholder, the Company or the Expert as contemplated by any provision of this Agreement).

“Final Availability Date” has the meaning set out in the Finance Contract.

"Finance Contract" means the finance contract (governed by French law) dated on or about the date of this Agreement between the Company, as borrower, and the Original Warrantholder, as lender, pursuant to which a loan facility of up to EUR 36,000,000 is made available.

"Finance Contract Maturity Date" means the latest Maturity Date, as defined in the Finance Contract from time to time.

"Fully Diluted Share Capital" means, as at the relevant date, the aggregate of all Shares and of all shares capable of being issued pursuant to any other Instruments issued by the Company (including, as the case may be, the Warrants).

"Group" has the meaning set out in the Finance Contract.

"Group Asset Sale" means a sale, assignment, transfer or other disposal of assets forming part of the Investment or of shares in Subsidiaries holding assets forming part of the Investment, without the approval of the Original Warrantholder.

"Holding Company" means, in relation to a company or entity, any company or entity in respect of which that company or entity is a Subsidiary.

“Interested Party” means the Company (which may be substituted by any third party, including any Shareholder(s)) which has communicated its intention to exercise the Right of First Refusal to acquire Warrants in consideration of the payment to the Warrantholder of the Warrants Sale Price.

“Instruments” means: