SHARE TRANSFER DEED
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entered into by and between
Shareholder: |
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Date of birth/ | ||
Registration number: |
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Address: |
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("Assignor"),
and
Nabriva Therapeutics plc
Company registration number: 599588
00 Xxxxxxxxxxx Xxxxxx
Xxxxxx 0
Xxxxxxx
("Assignee"),
(Assignor and Assignee together the "Parties").
RECITALS
- (1)
- Nabriva
Therapeutics AG is a stock corporation existing under Austrian law with its business address at Xxxxxxxxxxx 00, 0000 Xxxxxx, Xxxxxxx, registered
with the Austrian companies register under FN 269261 y ("Nabriva").
- (2)
- With
Exchange Offer dated [*] 2017 ("Exchange Offer") Assignee offered to the existing
shareholders of Nabriva shares in Assignee in exchange for the equivalent of shares in Nabriva.
- (3)
- Assignor owns common shares of Nabriva ("Shares"), each with a calculated notional amount of EUR 1.00 of the registered share capital of Nabriva.
Now, therefore, the Parties agree as follows:
- 1.
- Tender into the Exchange Offer
Assignor herewith tenders into the Exchange Offer with respect to the Shares and all terms and conditions provided therein.
- 2.
- Purchase and Assignment
- 2.1
- Assignor
hereby transfers and assigns the Shares including all rights and obligations connected therewith to Assignee and Assignee herewith assumes and accepts such
assignment of the Shares.
- 2.2
- Assignor
hereby hands over the physical share certificate representing the Shares or will arrange for it to be handed over to or held on behalf of Assignee and
Assignee herewith receives such physical share certificate or agrees that such physical share certificate will be handed over to or held on behalf of Assignee.
- 2.3
- The
transfer of the Shares to Assignee is concluded at the time set forth in the Exchange Offer simultaneously with the issue of shares in Assignee to Assignor.
- 3.
- Governing Law
This share transfer deed is governed by Austrian law.
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- 4.
- Counterparts
This share transfer deed is made in two original counterparts, of which each of the Parties shall receive one counterpart.
Place, date |
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Shareholder |
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Nabriva Therapeutics plc |
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SHARE TRANSFER DEED