ACCESSION AGREEMENT CLASS A SHAREHOLDERS AGREEMENT
Exhibit 4.3
ACCESSION AGREEMENT CLASS A SHAREHOLDERS AGREEMENT
This Accession Agreement (the “Agreement”) is made on 25 May 2012 and made between:
(1) COÖPERATIEVE AAC LS U.A., a coöperative (coöperatie) incorporated under the laws of the Netherlands with its corporate seat in Amsterdam, and its business address at Xxxxxxxx 0 00, 0000 XX Xxxxxxx, xxx Xxxxxxxxxxx and registered with the Commercial Register of Gooi-, Eem- en Flevoland under number 34256402 (the “Existing Investor I”);
(2) FORBION CO-INVESTMENT COÖPERATIEF U.A., a coöperative (coöperatie) incorporated under the laws of the Netherlands with its registered office in Naarden, and its business address at Xxxxxxxx 0 00, 0000 XX Xxxxxxx, xxx Xxxxxxxxxxx and registered with the Commercial Register of Gooi-, Eem- en Flevoland under number 32142360 (the “Existing Investor II”);
(3) FORBION CO-INVESTMENT II COÖPERATIEF U.A., a coöperative (coöperatie) incorporated under the laws of the Netherlands with its registered office in Naarden, and its business address at Xxxxxxxx 0 00, 0000 XX Xxxxxxx, xxx Xxxxxxxxxxx and registered with the Commercial Register of Gooi-, Eem- en Flevoland under number 53958713 (the “New Investor I”);
(4) COÖPERATIEVE GILDE HEALTHCARE II U.A., a coöperative (coöperatie) incorporated under the laws of the Netherlands with its corporate seat in Utrecht, and its business address at Xxxxxxxxxx 00 (0000 XX), xxx Xxxxxxxxxxx and registered with the Commercial Register of Midden-Nederland under number 30216414 (the “New Investor II”);
(5) UNIQURE B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of the Netherlands with its registered office in Amsterdam, and its business address at Xxxxxxxxxxxx 00, 0000 XX Xxxxxxxxx Zuidoost, the Netherlands and registered with the Commercial Register of Amsterdam under number 54385229 (the “Company”);
(6) S.J.H. VAN DEVENTER C.V., a Dutch limited partnership (commanditaire vennootschap), having its registered address at 1411 DC Naarden, Gooimeer 2 35, registered in the trade register under number 32158843 (the “New Shareholder 1”);
(7) CREDIT LYONNAIS INNOVATION 6, a French venture capital fund (Fonds Commun de Placement dans l’Innovation), having its business location at 000 Xxxxxxxxx xx Xxxxxxxxxxxx, 00000 Xxxxx, Xxxxxx (the “New Shareholder 2”), which is represented by its managing company the French limited liability company (société anonyme à directoire et conseil de surveillance) OMNES Capital, incorporated and existing under the laws of France, having its registered address at 000 Xxxxxxxxx xx Xxxxxxxxxxxx, 00000 Xxxxx, Xxxxxx and registered with the French Registry of Commerce and Companies under number 428 711 196 TCS Paris (“OMNES Capital”);
(8) LCL INNOVATION 1, a French venture capital fund (Fonds commun de placement dans l’innovation), having its business location at 000 Xxxxxxxxx xx Xxxxxxxxxxxx, 00000 Xxxxx, Xxxxxx (the “New Shareholder 3”), which is represented by OMNES Capital;
(9) CLVC, a French corporation (Société anonyme), incorporated and existing under the laws
of France, having its registered office at 000 Xxxxxxxxx xx Xxxxxxxxxxxx, 00000 Xxxxx, Xxxxxx, and registered with the French Registry of Commerce and Companies under number 434.465.514 RCS Paris, France (the “New Shareholder 4”), which is represented by OMNES Capital;
(10) CLV 1, a French Fonds Commun de Placement à Risques, having its business location at 000 Xxxxxxxxx xx Xxxxxxxxxxxx, 00000 Xxxxx, Xxxxxx (the “New Shareholder 5”), which is represented by OMNES Capital;
(11) ADVENT PRIVATE EQUITY FUND IV, an English partnership, incorporated and existing under the laws of the United Kingdom, having its registered address at 00 Xxxxxxxxxx Xxxx, Xxxxxx, XX0X 0XX, Xxxxxx Xxxxxxx and registered in England and Wales under number LP10002 (the “New Shareholder 6”);
(12) ADVENT MANAGEMENT IV LP, a Scottish limited partnership, incorporated and existing under the laws of Scotland, having its registered address at 00 Xxxxxxx Xxxx, Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX0 0XX, Xxxxxx Xxxxxxx and registered in Scotland under number SL005366 (the “New Shareholder 7”);
(13) TIVERINA INVERSIONES S.L., a Spanish private company with limited liability, having its place of business at Xxxxx Xxxxxxx xx00 0x, Xxxxxx, Xxxxx, with Tax Identification Number B-85381960 (the “New Shareholder 8”);
(14) ABADAI INVERSIONES S.L., a Spanish private company with limited liability, having its place of business at Xxxxx Xxxxxxx xx00 0x, Xxxxxx, Xxxxx, with Tax Identification Number B-85383511 (the “New Shareholder 9”);
(15) SURRIC INVERSIONES S.L., a Spanish private company with limited liability, having its place of business at Xxxxx Xxxxxxx xx00 0x, Xxxxxx, Xxxxx, with Tax Identification Number B-85381507 (the “New Shareholder 10”);
(16) HILOS Y POLO S.L., a Spanish private company with limited liability, having its place of business at Xxxxx Xxxxxxx xx00 0x, Xxxxxx, Xxxxx, with Tax Identification Number B-83914481 (the “New Shareholder 11”);
(17) XXXXX XXXX-XXXXXXXX XXXX-XXXXXXXX, with professional domicile at Madrid, Calle Zurbano nº76 6ª and holder of a National Identity Card with number 31.241.827-F (the “New Shareholder 12”);
(18) ACTIVOS Y TENENCIAS 85 S.L., a Spanish private company with limited liability, having its place of business at Xxxxx Xxx Xxxxxx 00 X, Xxxxxx Xxxxx, with Tax identification number B-84366111 (the “New Shareholder 13”);
(19) FUNDACION PARA EL DESARROLLO Y LA COOPERACION INTERNACIONAL, having its place of business at Xxxxx Xxxx Xxxxxxx xx00 0x, Xxxxxx, Xxxxx, with Tax identification number G-80787161 (the “New Shareholder 14”);
(20) FUNDACION UNIVERSITARIA XX XXXXXXX, having its place of business at Avd. Xxx XXX 00 0x, Xxxxxxxx, Xxxxx, with Tax Identification Number G-31469125 (the “New Shareholder 15”);
(21) XXXX XXXX XXXXXXX PLAZA, with professional domicile at Madrid, Calle del Pastor 4 and holder of a National Identity Card with number 02.153.208-V (the “New Shareholder 16”);
(22) LUPUS ALPHA MICRO CHAMPIONS, a Sub Fund of Lupus alpha Fonds, a Fonds Commun de placement under Luxembourg law, for which and on behalf wherof Lupus alpha Investment S.A., 69, route x’Xxxx, X-0000 Xxxxxxxxxx, R.C.S. Luxembourg B-79272 (Management Company) acts (the “New Shareholder 17”); and
(23) LUPUS ALPHA ALL OPPORTUNITIES FUND, a Sub Fund of Lupus alpha Fonds, a Fonds Commun de placement under Luxembourg law, for which and on behalf wherof Lupus alpha Investment S.A., 69, route x’Xxxx, X-0000 Xxxxxxxxxx, R.C.S. Luxembourg B-79272 (Management Company) acts (the “New Shareholder 18”),
The parties to this Agreement are hereinafter collectively referred to as the “Parties” and individually as a “Party”. The New Shareholders 1 up to and including 18 collectively referred to as the “New Shareholders” and individually as a “New Shareholder”.
RECITALS:
(A) By an issue of new Ordinary Shares Class A pursuant to conversion of Ordinary Shares Class B following the Exchange Offer:
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(i) |
The New Shareholder 1 will acquire 49,298 Ordinary Shares Class A; |
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(ii) |
The New Shareholder 2 will acquire 576,520 Ordinary Shares Class A; |
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(iii) |
the New Shareholder 3 will acquire 512,462 Ordinary Shares Class A; |
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(iv) |
the New Shareholder 4 will acquire 401,320 Ordinary Shares Class A; |
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(v) |
the New Shareholder 5 will acquire 69,716 Ordinary Shares Class A; |
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(vi) |
the New Shareholder 6 will acquire 3,724,371 Ordinary Shares Class A; |
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(vii) |
the New Shareholder 7 will acquire 37,241 Ordinary Shares Class A; |
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(viii) |
the New Shareholder 8 will acquire 478,084 Ordinary Shares Class A; |
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(ix) |
the New Shareholder 9 will acquire 210,824 Ordinary Shares Class A; |
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(x) |
the New Shareholder 10 will acquire 210,824 Ordinary Shares Class A; |
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(xi) |
the New Shareholder 11 will acquire 66,000 Ordinary Shares Class A; |
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(xii) |
the New Shareholder 12 will acquire 48,000 Ordinary Shares Class A; |
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(xiii) |
the New Shareholder 13 will acquire 31,764 Ordinary Shares Class A; |
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(xiv) |
the New Shareholder 14 will acquire 269,768 Ordinary Shares Class A; |
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(xv) |
the New Shareholder 15 will acquire 230,631 Ordinary Shares Class A; |
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(xvi) |
the New Shareholder 16 will acquire 10,000 Ordinary Shares Class A; |
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(xvii) |
the New Shareholder 17 will acquire 1,560,000 Ordinary Shares Class A; and |
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(xviii) |
the New Shareholder 18 will acquire 850,000 Ordinary Shares Class A. |
(B) This Agreement is entered into in compliance with the terms of the class A shareholders agreement dated 19 April 2012 between the Existing Investors, the New Investors and the Company (which agreement is referred to in this Agreement as the “Class A Shareholders Agreement”).
IT IS AGREED as follows:
(1) Definitions used in this Agreement have the same meaning as given to them in the Class A Shareholders Agreement unless stated otherwise and the provisions of Clause 1 (Interpretation) of the Class A Shareholders Agreement shall apply to this Agreement.
(2) With effect from the date of this Agreement, the New Shareholder becomes a Party to and will be bound by the terms of the Class A Shareholders Agreement in all respects as an Investor, under the condition precedent (opschortende voorwaarde) that the New Shareholder has acquired the Ordinary Shares Class A pursuant to the execution of the Exchange Offer as referred to in Recital A above.
(3) SCHEDULE A (Parties) to the Class A Shareholders Agreement shall be updated to properly reflect the relevant changes in the ownership of the Shares.
(4) The provisions of the Clauses 9.6, 9.7, 9.8, 9.9, 9.10, 9.14, 9.15 and 9.17 of the Class A Shareholders Agreement shall apply mutatis mutandis to this Agreement.
THUS AGREED AND SIGNED ON 25 May 2012
[signature pages to follow]
This Agreement has been entered into on the date first above written.
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Coöperatieve AAC LS U.A. |
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Coöperatieve AAC LS U.A. | ||
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/s/ H. A. Slootweg |
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/s/ M. A van Osch | ||
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By: |
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By: Forbion 1 Management B.V. | ||
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Title: Director |
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Title: Director | ||
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H. A. Slootweg |
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By: |
M. A van Osch |
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Director |
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Director |
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Forbion Co-Investment Coöperatief U.A. |
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Forbion Co-Investment Coöperatief U.A. | ||
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/s/ H. A. Slootweg |
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/s/ M. A van Osch | ||
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By: Forbion 1 Management B.V. |
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By: Forbion 1 Management B.V. | ||
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Title: Director |
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Title: Director | ||
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H. A. Slootweg |
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M. A van Osch |
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Director |
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Director |
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Forbion Co-Investment II Coöperatief U.A. |
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Forbion Co-Investment II Coöperatief U.A. | ||
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/s/ H. A. Slootweg |
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/s/ M. A van Osch | ||
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By: Forbion 1 Co II Management B.V. |
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By: Forbion 1 Co II Management B.V. | ||
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Title:Director |
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Title: Director | ||
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By: |
H. A. Slootweg |
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M. A van Osch |
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Title: |
Director |
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Director |
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Coöperatieve Gilde Healthcare II U.A. |
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/s/ Xxxxx xx Xxxxx |
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By: Gilde Healthcare II Management B.V. |
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Title: Director |
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Xxxxx xx Xxxxx |
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Title: |
Managing Director |
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/s/ Xxxxx |
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/s/ XX Xxxxxx | ||
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By: Xxxxx |
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By: XX Xxxxxx | ||
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Title: Director |
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Title: Director | ||
This Agreement has been entered into on the date first above written.
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S.J.H. Van Deventer C.V. |
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S.J.H. Van Deventer C.V. | ||
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/s/ H. A. Slootweg |
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/s/ M. A van Osch | ||
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By: Forbion Capital Partners Management Services B.V. |
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By: Forbion Capital Partners Management Services B.V. | ||
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Title: General Partner |
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Title: General Partner | ||
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By: |
H. A. Slootweg |
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By: |
M. A van Osch |
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Title: |
Director |
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Director |
This Agreement has been entered into on the date first above written.
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Credit Lyonnais Innovation 6 |
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/s/ Xxxxxx Xxxxxxx |
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By: OMNES capital |
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Title: Managing company |
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Xxxxxx Xxxxxxx |
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LCL Innovation 1 |
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/s/ Xxxxxx Xxxxxxx |
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By: OMNES capital |
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Title: Managing company |
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Xxxxxx Xxxxxxx |
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CLVC |
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/s/ Xxxxxx Xxxxxxx |
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CLV 1 |
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/s/ Xxxxxx Xxxxxxx |
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By: OMNES capital |
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Title: Managing company |
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Xxxxxx Xxxxxxx |
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This Agreement has been entered into on the date first above written.
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Advent Private Equity Fund IV LP |
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Advent Private Equity Fund IV LP | ||
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/s/ Signature Illegible |
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/s/ Signature Illegible | ||
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By: Advent Management IV Limited Partnership acting as General Partner by Advent Venture Partners LLP acting as Manager |
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By: Advent Management IV Limited Partnership acting as General Partner by Advent Venture Partners LLP acting as Manager | ||
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Partner |
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Partner |
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Advent Management IV Limited Partnership |
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Advent Management IV Limited Partnership | ||
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/s/ Signature Illegible |
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/s/ Signature Illegible | ||
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Advent Venture Partners LLP |
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Advent Venture Partners LLP |
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Partner |
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Partner |
This Agreement has been entered into on the date first above written.
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Tiverina Inversiones S.L |
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Tiverina Inversiones S.L | ||
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/s/ Signature Illegible |
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N/A | ||
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Director |
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Abadai Inversiones S.L |
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Abadai Inversiones S.L | ||
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/s/ Signature Illegible |
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N/A | ||
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Surric Inversiones S.L |
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Surric Inversiones S.L | ||
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/s/ Signature Illegible |
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N/A | ||
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Hilos y Polo S.L |
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Hilos y Polo S.L | ||
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/s/ Signature Illegible |
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N/A | ||
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This Agreement has been entered into on the date first above written.
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Xxxxx Xxxx-Xxxxxxxx Xxxx-Xxxxxxxx |
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Xxxx Xxxx Xxxxxxx Plaza | ||
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/s/ Signature Illegible |
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/s/ Signature Illegible | ||
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Activos y Tenencias 85 S.L |
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Acitvos y Tenencias 85 S.L | ||
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N/A | ||
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Fundacion para el |
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Fundacion para el | ||
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Desarrollo y la Cooperación Internacional |
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Desarrollo y la Cooperación Internacional | ||
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/s/ Signature Illegible |
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/s/ Signature Illegible | ||
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Fundacion Universitaria xx Xxxxxxx |
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Fundacion Universitaria xx Xxxxxxx | ||
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/s/ Signature Illegible |
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/s/ Signature Illegible | ||
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This Agreement has been entered into on the date first above written.
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Lupus Alpha Micro Champions |
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Lupus Alpha Micro Champions | ||||
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/s/ Signature Illegible |
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By: |
Lupus alpha Investment S.A. |
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Lupus alpha Investment S.A. | ||
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Management Company |
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Management Company | ||
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MD |
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Lupus Alpha All Opportunities Fund |
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Lupus Alpha All Opportunities Fund | ||||
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Lupus alpha Investment S.A. |
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Lupus alpha Investment S.A. | ||
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Management Company |
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Management Company | ||
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