Option Agreement (subscription for
shares)
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(1)
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Molecular Vision
Limited
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(2)
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Acrongenomics Inc.
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Dated
2008
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Osborne
Clarke
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Apex
Plaza
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Forbury
Road
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Reading
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RG1
1AX
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Telephone +44
(0) 118 925 2000
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Fax +44 (0) 118
925 2005
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RP/0926405/O5500788V4/RP
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Contents
This
Deed is made
on
2008
Between:
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(1)
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Molecular Vision
Limited (registered in
England under number 4292847) whose registered office is at
BioIncubator Unit, Bessemer Building, Prince Consort Road, London
SW7 2BP (the "Molecular Vision" ); and
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(2)
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Acrongenomics Inc.
of Fairfax House, 15 Fulwood Place,
London, WC1V 6AY, United Kingdom ( "Acrongenomics"
).
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Background:
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(A)
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Molecular Vision has an
authorised share capital of £1000 divided into 1,000,000
shares of £0.001.
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(B)
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The parties entered into a letter
agreement dated 19 August 2008 (the "Letter Agreement" )
relating to the termination of a development agreement between the
parties dated 23 May 2007 (the "Development Agreement" ) and
this Deed is the definitive agreement contemplated by paragraph 9
of the Letter Agreement relating to the grant of an option to
subscribe for shares in Molecular Vision upon the conversion by
Imperial Innovations Businesses LLP ( "Imperial" ) of any or
all of its loan amounts under a £500,000 loan note agreement
with Molecular Vision (the "Loan Note Instrument" ) dated 30
July 2007 on the terms of this Deed.
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This Deed witnesses
as follows:
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1.
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Definitions and
interpretation
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1.1
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In this Deed, unless the context
otherwise requires, the following definitions shall
apply:
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"Business Day"
means a day (other than a Saturday,
Sunday or bank holiday) on which clearing banks are open for
business in the City of London.
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"Change of Control"
means the transfer of shares
conferring in aggregate more than 50% of the total voting rights
exercisable in a general meeting of Molecular Vision to any person
alone or together with persons acting in concert.
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"Completion"
means completion of the exercise of
the Option in accordance with clause 6.1.
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"Consideration"
means the amount payable by
Acrongenomics for the Option Securities, calculated in accordance
with clause 5.
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"Exercise Notice"
means the written notice given in
accordance with clause 4.
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"Imperial Notice"
has the meaning given to it in
clause 3.
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"Listing"
means the admission of any class of
Shares to the Official List of the UK Listing Authority or the
grant of permission by the London Stock Exchange plc to
deal
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in any of the Equity Shares on the Alternative
Investment Market of the London Stock Exchange or on any other
recognised investment exchange (recognised in accordance with the
Financial Services and Markets Act 2000 and as defined by Section
285, Financial Services and Markets Act 2000) and such permission
becoming effective.
"Loan Notes" means the £500,000 secured convertible loan
notes that can be issued by Molecular Vision to Imperial pursuant
to the Loan Note Instrument.
"Loan Note Instrument" means the loan note instrument dated 30 July
2007 entered into by Molecular Vision.
"Option" means the option granted by Molecular Vision to
Acrongenomics under clause 2.
"Option Notice" has the meaning given to it in clause
3.
"Option Period" means the period commencing on the date of
receipt by Acrongenomics of the Option Notice from Molecular Vision
and ending 15 Business Days thereafter.
"Option Securities" means such number of ordinary shares of
£0.001 each in the capital of Molecular, as shall (issued at a
price per share of £25.00) have an aggregate value of
£500,000 having the rights set out in Molecular's articles of
association and all other shares, stock or securities deemed by
clause 7 to become Option Securities.
"Re-organisation" means in relation to Molecular Vision any issue
by way of capitalisation of profits or reserves and every issue by
way of rights and every consolidation, sub-division, reduction of
capital, capital dividend or other reconstruction, arrangement or
adjustment relating to the Shares (or any shares or stock derived
from them) and any amalgamation, arrangement or reconstruction
affecting the Shares (or any shares or stock derived from
them).
"Shares" means shares comprising the entire equity share
capital of Molecular Vision.
In
this Deed, unless the context otherwise requires:
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(a)
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words in the singular include the
plural and vice versa and words in one gender include any other
gender;
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(b)
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a reference to clauses and
schedules are to clauses and schedules of this Deed and references
to sub-clauses and paragraphs are references to sub-clauses and
paragraphs of the clause or schedule in which they
appear;
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(c)
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except as set out in sub-clause
1.1, terms defined in the Companies Act 2006 have the meanings
attributed to them by that Act; and
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(d)
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the table of contents and
headings are for convenience only and shall not affect the
interpretation of this Deed.
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2.
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Grant of Option
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In consideration of the payment
by Acrongenomics to Molecular Vision of £1 (receipt of which
Molecular Vision acknowledges) Molecular Vision hereby grants to
Acrongenomics an option to subscribe for the Option Securities for
the Consideration on the terms of this Deed.
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3.
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Imperial Notice
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In the event that Imperial serves
a notice pursuant to paragraph 2, schedule 2 of the Loan Note
Instrument on Molecular Vision (an "Imperial Notice" ) that
it wishes to convert its Loan Notes, Molecular Vision shall on
receipt of the Imperial Notice serve notice on Acrongenomics
informing them of their receipt of the Imperial Notice (an
"Option Notice") .
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4.
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Exercise of
Option
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The Option may be exercised by
Acrongenomics in whole or in part at any time during the Option
Period by serving an Exercise Notice on Molecular Vision specifying
the number of Option Securities to be allotted (and the amount of
Consideration to be paid) and a date for Completion (which shall be
a Business Day not more than 60 days after the date of service of
the Imperial Notice).
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5.
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Consideration
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5.1
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The Consideration shall be the
sum of £25.00 per Option Security up to an aggregate amount of
£500,000.
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6.
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Completion
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6.1
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Completion shall take place at
the registered office of Molecular Vision on the date determined
for Completion in accordance with clause 4 (which shall not be
later than the date of any Change of Control or Listing) when the
following business shall be transacted:
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(a)
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Acrongenomics shall pay or
procure the payment to Molecular Vision (or as Molecular Vision may
direct) of the Consideration in such manner as Molecular Vision
reasonably require;
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(b)
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a board m
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