Contract
EXHIBIT 10.41
,
2007
AND
Capita
Registrars (Jersey) Limited
AN
AGREEMENT made
on ,
2007 BETWEEN: -
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1.
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Medgenics,
Inc. whose registered office is at 2711 Centreville Road, Suite 400,
Wilmigton, 19808, New Castle, Delaware, USA (the “Company”);
and
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2.
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WHEREAS:
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A.
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It
is anticipated that, immediately following admission of its issued and to
be issued share capital to trading on the AIM market of the London Stock
Exchange plc, the Company will have an issued share capital comprised of
shares of common stock of par value of US $0.0001 each (the
“Shares”)
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B.
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The
Shares will from the date hereof at all times be registered on the
register of members (the “Offshore Register”) kept in
Jersey.
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NOW IT IS
HEREBY AGREED AND DECLARED AS FOLLOWS: -
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1.
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Appointment
of Registrar
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The
Company hereby appoints the Registrar to act as the registrar of the Offshore
Registers in respect of the Shares on the terms and conditions hereof and the
Registrar hereby accepts such appointment.
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2.
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Registrar’s
Duties and Responsibilities
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2.1
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The
Registrar shall:
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2.1.1
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carry
out and follow all reasonable Proper Instructions which may from time to
time be given to it with regard to the Registrar’s duties hereunder;
and
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2.1.2
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subject
to Clause 2.3 below, provide a registration and transfer office at such
place in Jersey as the Registrar may decide, and shall perform the
services specified in Appendix 1 to this Agreement (the “Registration
Services”).
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2.2
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The
Registrar undertakes to provide the Registration Services using due
diligence, reasonable skill and expertise in the execution of its duties.
The Registrar shall perform its duties hereunder in a conscientious manner
and shall comply with all statutory and regulatory requirements applicable
to it, including (without limitation) the Data Protection Act 1998 (the
“DPA”).
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2.3.
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The
Company shall give such assistance to the Registrar as may reasonably be
necessary to enable the Registrar to carry out its obligations
hereunder.
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2.4
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When
acting pursuant to Proper Instructions the Registrar shall not be under
any duty to make any enquiry as to the genuineness or authenticity of any
such instructions so long as such instructions reasonably appear to be
genuine and authentic.
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3.
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Agents
and Delegation
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3.1
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Subject
to Clause 3.2, the Registrar may, in the performance of its duties and in
the exercise of any of the powers vested in it hereunder, act by an
authorised officer or officers for the time being and employ and pay an
agent or agents (including any Associate of the Registrar) at the expense
of the Registrar to perform or concur in performing any of the duties
required to be performed hereunder and may act or rely upon the opinion or
advice or any information obtained (in the knowledge that the Registrar
will be placing reliance thereon) from any broker, lawyer, valuer,
surveyor, auctioneer or other expert (whether reporting to the Company or
the Registrar) appointed in good faith and without negligence and the
Registrar shall not be responsible for any loss occasioned by its acting
upon such opinion, advice or
information.
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3.2
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The
Registrar may at any time delegate in whole or in part any of its duties,
functions, powers and discretions under this Agreement to a transfer agent
in the United Kingdom or to any other delegate or agent and may disclose
(subject to due observance of and compliance with all applicable
provisions of the DPA) to such transfer agent or other delegate or agent
such information about the Company as the Registrar considers necessary or
desirable for such transfer agent or other delegate or agent to carry out
its duties.
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4.
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Liability
and Indemnity
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4.1
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The
Company shall indemnify and keep indemnified the Registrar and its agents,
officers and employees from and against any and all Liabilities which may
be suffered or incurred by or asserted against the Registrar and its
agents, officers and employees arising out of or in connection with the
performance of its or their duties hereunder except such as may be due to
the fraud, negligence or wilful default of the Registrar or its agents,
officers or employees.
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4.2
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Subject
always to the foregoing provisions of this Clause 4 and except in the case
of the fraud of the Registrar or its agents, officers or
employees:
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4.2.1
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the
aggregate liability of the Registrar and its agents, officers or employees
arising out of or in connection with this Agreement (whether in contract,
negligence, breach of statutory duty, restitution or otherwise) will be
limited to the lesser of £1,000,000 (one million pounds) or an amount
equal to ten (10) times the total annual fee payable to the Registrar
under this Agreement; and
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4.2.2
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in
no event shall the Registrar or its agents, officers or employees be
liable to the Company under or in connection with this Agreement for
indirect or consequential loss or damage, loss of profit, revenue, actual
or anticipated savings or goodwill, in all cases (whether caused by
negligence or otherwise).
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4.3
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For
the purposes of Clause 4.2, the extent of any liability shall always be
calculated in accordance with the annual fee payable in force at the time
such event happened to give rise to a claim, and not at the date such
event is discovered.
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4.4
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Nothing
in this Clause 4 shall exclude or limit the right of the Registrar to
recover, or the obligation of the Company to pay, any sums properly due
and payable to the Registrar under the terms of this Agreement including,
without limitation, any fees.
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5.
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Non-Exclusivity
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5.1
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The
Registrar and any Associate of the Registrar
may:
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(a)
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act
as manager, administrator or in any other role for any other company,
corporation or body of persons on such terms as may be arranged with such
company, corporation or body of persons and shall be deemed not to be
affected with notice of or to be under any duty to disclose to the Company
any fact or thing which may come to the knowledge of the Registrar or its
Associate or any servant or agent of the Registrar or its Associate in the
course of so doing or in the course of its business in any other capacity
or in any manner whatsoever otherwise than in the course of carrying out
its duties hereunder;
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(b)
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acquire,
hold or deal with for its own account or for the account of any customer
or other person and in its own name or in the name of such customer or
person or of a nominee any shares or securities for the time being issued
by the Company and any securities or other
investments.
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5.2
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Neither
the Registrar nor any Associate of the Registrar shall be liable to
account to the Company, its shareholders or any of them for any profits or
benefits made by or derived from or in connection with any transaction
permitted by Clause 5.1 above.
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5.3
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Nothing
herein contained shall prevent the Registrar or any Associate of the
Registrar from contracting or entering into any financial, banking or
other transaction with the Company or any of its shareholders or from
being interested in any such transaction and neither the Registrar nor any
Associate of the Registrar shall be liable to account to any person for
any profits or benefits made or derived by them in connection with any
such transaction.
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6.
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Insurance
and lost Share Certificates
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6.1
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Where
a shareholder claims that its share certificate (the “old certificate”) has
been defaced, worn-out, lost or destroyed and requests the Registrar to
issue, on behalf of the Company, a replacement share certificate (the
“replacement
certificate”), the Registrar shall require the shareholder to
submit an indemnity (“Indemnity”), in favour
of the Company and the Registrar, in respect of loss suffered as a result
of the issue of the replacement certificate and take any other steps
required in the Company’s Articles and
By-laws.
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6.2
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On
receipt of an Indemnity from the relevant shareholder the Registrar will
use reasonable endeavours to procure that the Company does not suffer a
loss as a result thereof, provided
always:
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(a)
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in
cases where the shareholder arranges a guarantee or insurance in support
of its Indemnity to the Company and the Registrar, the Registrar shall
have no further obligation to the Company in relation to any loss arising
as a result of the issue of the replacement certificate or the subsequent
presentation of the old certificate;
and
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(b)
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in
cases where the shareholder does not arrange a guarantee or insurance in
support of its Indemnity, the shareholder will be asked to pay an
appropriate administration fee to the Registrar and the Registrar will
insure itself for any loss arising as a result of the issue of the
replacement certificate or the subsequent presentation of the old
certificate. In such case, the Registrar’s liability to the Company to use
reasonable endeavours to procure that the Company does not suffer a loss
as a result of the issuing of a replacement certificate shall be expressly
limited to the extent and amount that the Registrar is entitled to
recover, and in fact does recover, from its insurers in respect of the
same (net of any excess which
applies).
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6.3
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The
Company hereby assigns to the Registrar all its future right title and
interest to recover under any such Indemnity from the relevant shareholder
to the extent that any compensation payment, expressly limited to the
extent and amount that the Registrar is able to recover, and in fact does
recover from its insurers, may be made by the Registrar to the Company.
The Company agrees that the Registrar may seek to recover the Company’s
entitlement pursuant to the
Indemnity.
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6.4
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Where
the Registrar has acted upon a forged transfer, the duty to procure that
the Company does not suffer loss shall be expressly limited to the extent
and amount that the Registrar is entitled to recover, and in fact does
recover, from its insurers in respect of the same under the forged
transfer insurance policy (net of any excess which
applies).
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6.5
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Where,
the replacement certificate, old certificate or forged transfer has been
used to effect a fraudulent or otherwise wrongful transaction through a
broker, which causes loss to the Company, the Registrar shall take
reasonable steps to recover such loss from the said broker (not including
commencing legal action) and the Registrar’s liability to the Company
shall be expressly limited to the extent and amount that the Registrar in
fact does recover from the said
broker.
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7.
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Proceedings
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7.1
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Neither
the Registrar nor any transfer agent in the United Kingdom appointed by
the Registrar nor any other delegate or agent appointed by the Registrar
hereunder shall be required to take any legal action unless fully
indemnified to its reasonable satisfaction for all costs and liabilities
that may be incurred or suffered by the Registrar or such other party and
if the Company requires the Registrar or such other party to take any
action of whatsoever nature which in the reasonable opinion of the
Registrar or such other party might make the Registrar or such other party
liable for the payment of money or liable in any other way the Registrar
or such other party shall be and be kept indemnified in any reasonable
amount and form satisfactory to the Registrar or such other party as a
pre-requisite to taking action.
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7.2
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The
Registrar shall be entitled at the expense of the Company (subject to
obtaining the prior approval of the Company in each and every case) to
obtain legal advice from its lawyers for the time being and/or the opinion
of counsel on any matter relating to the Company or this
Agreement.
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8.
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Prospectuses
and Advertisements
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No
prospectus, explanatory memorandum, application form, sales literature,
advertisement, circular or other similar document shall be issued by or on
behalf of the Company to prospective shareholders without the prior approval of
the Registrar in respect of any references made therein to the Registrar or any
transfer agent in the United Kingdom appointed by the Registrar or any other
delegate or agent appointed by the Registrar, provided that the Registrar hereby
gives its consent to being named as registrar to the Company in the admission
document to be published by the Company in accordance with the AIM Rules for
Companies (the “AIM Rules”) of London Stock Exchange plc (“LSE”) in connection
with the Company’s proposed application for admission of the shares to the AIM
market of LSE to be made within three months of the date hereof and, whilst this
agreement shall continue in force, in its published annual report and audited
accounts and at its website maintained in accordance with the requirements of
the AIM Rules.
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9.
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Disclosure
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9.1
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Except
in so far as required by any governmental or regulatory organisation or
any applicable law or rule in any jurisdiction, the Registrar shall not
(except in exercise of its duties hereunder or as required by any
statutory or regulatory requirement applicable to it) disclose any
information relating to the affairs of the Company or any of its
subsidiaries which is not in the public domain to any person (other than
to the Directors, officers, auditors and accountants of the Company or to
any transfer agent in the United Kingdom appointed by the Registrar or to
any other delegate or agent appointed by the Registrar) not authorised by
the Company to receive such information and the Registrar shall use its
reasonable endeavours to prevent any such
disclosure.
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9.2
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None
of the parties hereto shall do or commit any act, matter or thing which
would or might prejudice or bring into disrepute in any manner the
business or reputation of the other parties hereto or any agent, officer
or employee thereof (which, in the case of the Registrar, shall include
any transfer agent in the United Kingdom appointed by the
Registrar).
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9.3
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In
the event of this Agreement being terminated the provisions of this Clause
9 shall remain in full force and
effect.
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10.
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Warranties
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The
Company hereby represents and warrants to the Registrar that:
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10.1
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it
is a company duly incorporated and validly existing under the laws of the
jurisdiction of its incorporation;
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10.2
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it
has the legal right and full power and authority to carry on its business
as it is being conducted and to enter into and perform its obligations
under this Agreement, which when executed will constitute valid and
binding obligations of the Company in accordance with the terms hereof;
and
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10.3
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the
Company has the power and all necessary governmental, statutory,
regulatory and other consents, approvals, licences, authorisations,
registrations, waivers or exemptions (together, the “Consents”) required
to carry on its business as it is being conducted and it has complied with
the terms of all such Consents in all material respects and none of the
Consents have been revoked or otherwise
terminated.
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11.
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Fees
and Expenses
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11.1
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Subject
to Clauses 11.4 and 11.5, fees at such rate or rates as are set out in
Appendix 2 shall be payable to the Registrar by the Company quarterly in
arrears based on the number of shareholder accounts appearing on the
Offshore Registers including nil accounts each 1st January, 1st April, 1st
July and 1st October, subject to any minimum annual fee specified in
Appendix 2. The Company shall settle all such quarterly invoices
immediately on receipt.
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11.2
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The
Registrar shall be entitled to charge interest on all amounts due from the
Company and outstanding for more than thirty days at a rate of 3% over the
base rate of HSBC Bank Plc prevailing from time to
time.
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11.3
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Subject
to Clause 11.5, the initial fee as shown in the attached Appendix 2 shall
be fixed for a period of not less than twelve
months.
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11.4
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The
Fees of the Registrar pursuant to this Agreement and set out in the
Appendix 2 are subject to review by the Registrar in its absolute
discretion not more often than once in any calendar year nor prior to the
first anniversary of the date of admission of the shares to trading on AIM
(subject in each case to clause 11.5) and the Registrar will give to the
Company at least one month’s notice of any alteration of such charges
which alteration will take effect forthwith upon the expiration of such
notice. The Fees will be subject to a minimum annual increase at the rate
of the Retail Prices Index prevailing at that
time.
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11.5
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Notwithstanding
the restriction in clause 11.4 above, the Registrar shall at its own
discretion be entitled to revise the Fees at any time where a change in
law or regulation (including but not limited to the regulations from time
to time relating to CREST) affects the obligations of the Registrar making
it uneconomical for the Registrar to provide the services of a registrar
at the agreed Fees, such revisions being effective from the 21 days after
the date of the notification being delivered to the
Company.
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11.6
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The
Company shall reimburse to the Registrar all reasonable out of pocket
expenses properly incurred on behalf of the Company in the performance of
its duties hereunder; including but not limited to reasonable postage,
CREST and related Syntegra network charges, telephone, facsimile and
courier expenses; reasonable travelling expenses incurred on the Company’s
business (including those incurred in attending a general meeting of the
Company); reasonable printing, stationery, photocopying, storage and
forged transfer insurance.
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11.7
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The
Registrar is entitled to pass on all taxes, duties and tariffs directly
attributable to any amounts charged in accordance with this Clauses
11.
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12.
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Termination
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12.1
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This
Agreement shall be terminated:
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12.1.1
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upon
the expiry of not less than six months’ notice of termination given by the
Company to the Registrar, such notice to expire no earlier than the second
anniversary of the date of this Agreement;
or
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12.1.2
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upon
the expiry of not less than three months’ notice of termination given by
the Registrar to the Company; or
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12.1.3
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immediately,
upon one party giving to the other notice of immediate termination in the
event of:
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(a)
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the
property of the other party being declared en désastre
or that other party becoming insolvent or going into liquidation (other
than a voluntary liquidation for the purpose of reconstruction or
amalgamation upon terms previously approved in writing by the other party)
or a receiver being appointed of any of its assets or if some event having
equivalent effect occurs; or
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(b)
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the
other party committing a material breach of this Agreement and (if such
breach shall be capable of remedy) the other party not making good such
breach within thirty days of service upon the party in breach of notice
requiring the remedy of such breach or, in the case of the Registrar,
being in the opinion of the Directors guilty of fraud, wilful misconduct
or gross negligence in the performance of its duties hereunder;
or
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12.1.4
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immediately,
upon the Company giving to the Registrar notice of immediate termination
in the event of the Registrar ceasing to be the holder of any licence,
consent, permit or registration enabling it to act as a Registrar of the
Company under any law applicable to
it;
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12.2
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The
Registrar shall be entitled to receive all Fees and other monies accrued
due up to the date of such termination. In addition, the Abort Fee set out
in Appendix 2 shall be payable by the Company to the Registrar
either:
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12.2.1
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on
the termination of this Agreement for whatever reason prior to the
Commencement Date; or
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12.2.2
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on
the day three months after the date of this Agreement in the event that
the Company’s securities are not admitted to the AIM market of the London
Stock Exchange within three months of the date of this
Agreement.
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12.3
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In
the event of termination of the Registrar’s appointment under this
Agreement the Registrar shall have the right by written request to require
the Company for a period of six months from the date of such termination
in all prospectuses, explanatory memoranda, and other material designed to
be read by investors and prospective investors to state (in no less
prominent fashion than the majority of the text therein) that the
Registrar has ceased to be its Registrar and also that any transfer agent
in the United Kingdom appointed by the Registrar or any other delegate or
agent appointed by the Registrar has ceased to act as such and (upon
request) to provide specimens of such material(s) to the
Registrar.
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12.4
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Immediately
upon the termination of this Agreement the Registrar shall deliver to the
Company and shall use all reasonable endeavours to procure that its
officers, servants, agents, and advisers shall deliver to the Company all
Records appertaining to the Company’s business as are in the possession or
under the control of the Registrar or any such persons, provided that the
Registrar shall have a lien against and shall not be required to make
delivery of such books and records until full payment has been made to the
Registrar for all fees, disbursements and expenses due to it under this
Agreement (including any costs associated with the termination of this
Agreement and the delivery of such books and
records).
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13.
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Amendment
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13.1
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Subject
to Clause 12.2, no variation of this Agreement shall be valid unless in
writing and signed by or on behalf of each of the
parties.
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13.2
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In
the event of a change of law or practice applicable to the Registrar or
any transfer agent in the United Kingdom appointed by the Registrar, the
Registrar may add, amend or vary the terms and conditions of this
Agreement by giving the Company thirty days prior written notice of such
amendments provided that if the Company gives written notice to the
Registrar within such period objecting to any proposed amendment the same
shall be effective only with the written agreement of both
parties.
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14.
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Assignment
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14.1
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The
Company shall not be entitled to assign or transfer all or any of its
rights, benefits and obligations
hereunder.
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14.2
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The
Registrar may at any time assign all or any of its rights and benefits
hereunder with the prior written consent of the Company (which shall not
be unreasonably delayed or withheld), provided that no such written
consent shall be required in the case of an assignment by the Registrar to
an Associate.
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15.
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Notices
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Any
notice served hereunder shall be sufficiently served
if:
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15.1.1
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delivered
by hand or sent by registered mail addressed to the other party concerned
at its registered or principal office (as the case may be) for the time
being and a notice so sent by registered mail shall be deemed to be
received at the expiry of two clear days after the day of posting;
and
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15.1.2
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by
facsimile to the other party concerned at its registered or principal
office (as the case may be) for the time being and a notice so sent by
facsimile shall be deemed to be received on completion of its
transmission.
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16.
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Entire
Agreement
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This
Agreement constitutes the entire agreement relating to the provision of services
by the Registrar to the Company and shall supersede and extinguish all prior
agreements and understandings between the parties relating to such
matters.
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17.
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Governing
Law and Jurisdiction
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This
Agreement shall be governed by and construed in accordance with the laws of the
Island of Jersey and the parties hereto irrevocably submit to the exclusive
jurisdiction of the Courts of the Island of Jersey as regards any matter or
claim relating to this Agreement.
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18.
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Interpretation
and Construction
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18.1
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In
this Agreement, unless the context otherwise requires, the following
expressions shall have the following
meanings:
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“Abort
Fee”
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Shall
have the meaning as given in Appendix
II
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“Associate”
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means
in relation to a company, any company which is a subsidiary or a holding
company of that company or a subsidiary of any such holding company and
any individual, partnership or other incorporated association or firm
which has direct or indirect control of that company and any company which
is directly or indirectly controlled by any such individual, partnership
or other incorporated association or firm, and in relation to an
individual, partnership or other unincorporated association, means any
company directly or indirectly controlled by that individual, partnership
or other association;
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“Directors”
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means
the Directors of the Company for the time being and includes where
applicable any alternate directors;
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“Proper
Instructions”
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means
written, cabled, facsimiled or telexed instructions or instructions given
by any other means of electronic transmission in a readable form in
respect of any of the matters referred to in this Agreement signed or
purported to be signed by such one or more person(s) (whose name,
signature and office address shall have been delivered to the Registrar)
as the Directors shall from time to time have authorised to give the
particular class of instruction in question. In instances indicated in
advance by the Directors, and agreed with the Registrar, the Registrar may
also act pursuant to instructions by telephone given or purported to be
given by designated persons and such telephonic instructions shall be
deemed to be Proper Instructions. Where Proper Instructions are given by
telephone, written confirmation thereof shall be sent to the Registrar as
soon as practicable thereafter. Different persons may be authorised to
give instructions for different purposes and such persons may also include
officers of corporations other than the Company so authorised by the
Directors. A certified copy of a resolution of the Directors may be
received and accepted by the Registrar as conclusive evidence of the
authority of any such person to act and may be considered as in full force
and effect until receipt of written notice to the
contrary;
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“Records”
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means
all corporate records, registers, books of account, correspondence, files,
tables, documents, discs, print outs, data and information
systems.
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18.2
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In
this Agreement, any reference to:
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18.2.1
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a
Recital, Clause or a Schedule is, unless the context otherwise requires, a
reference to a recital or clause of, or a schedule to, this Agreement and
any reference to a sub-clause is, unless otherwise stated, a reference to
the sub-clause of the Clause in which the reference
appears;
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18.2.2
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this
Agreement or to any agreement or document referred to in this Agreement
shall be construed as a reference to such agreement or document as
amended, varied, modified, supplemented, restated, novated or replaced
from time to time;
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18.2.3
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any
statute or statutory provision shall, unless the context otherwise
requires, be construed as a reference to such statute or statutory
provision as the same may have been or may from time to time be amended,
modified, extended, consolidated, re-enacted or replaced and shall include
any subordinate legislation made
thereunder;
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18.2.4
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a
“subsidiary”, “group” or “holding company” shall be construed in
accordance with Article 2 of the Companies (Jersey) Law
1991.
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18.3
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In
this Agreement, except where the context otherwise requires, words
denoting the singular include the plural and vice versa, words denoting a
gender include every gender and references to persons include bodies
corporate and unincorporate.
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18.4
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The
Recitals and Schedule form part of this Agreement and shall have the same
force and effect as if they were expressly set out in the body of this
Agreement and any reference to this Agreement shall include the Recitals
and Schedule.
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18.5
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Clause
headings in this Agreement are inserted for convenience only and shall not
affect the construction of this
Agreement.
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18.6
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This
Agreement shall prevail over the Company’s standard terms and conditions
(if any).
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IN
WITNESS whereof this Agreement has been entered into the day and year first
above written.
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SIGNED
by
for
and on behalf of
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)
) /s/Xxxxxx
X. Xxxxxxxx
)
)
|
|
SIGNED
by
for
and on behalf of
Capita
Registrars (Jersey) Limited
|
)
)
)/s/
[Illegible]
)/s/
[Illegible]
|
Appendix 1 - Registration
Services
The
Registrar will in Jersey keep the Offshore Register and where applicable
registers of loan stock and debenture holders.
In
addition The Registrar will in the Island of Jersey or through its Transfer
Agent in the United Kingdom as appropriate: -
|
1.
|
Receive
and register (within the time limits set down by the rules of the London
Stock Exchange plc) transfers, probates, powers of attorney, changes of
address, and all similar documents normally needed to maintain the
Offshore Registers in accordance with the laws of Jersey, (to the extent
applicable) the CREST Regulations and the applicable provisions of the US
Securities Xxx 0000 (as amended) (the “Act”) and the applicable Rules made
thereunder, including (without limitation) Regulation S and, in particular
in relation to Shares that shall from time to time be restricted
securities under the Act, to apply procedures in relation to the Company’s
Regulation S restricted Shares from time to time agreed and approved by
the Company (such agreement and approval not to be unreasonably withheld
or delayed).
|
|
2.
|
Maintain
and update the Offshore Registers and where applicable registers of loan
stock and debenture holders.
|
|
3.
|
Maintain
and update dividend and interest payment
instructions.
|
|
4
|
Prepare
and despatch dividend and interest warrants for up to two dividends per
year per class of share or stock and reconcile the respective bank
accounts.
|
|
5.
|
Prepare,
seal and issue new shares or stock certificates and issue duplicate
certificates in place of certificates alleged to be lost, destroyed or
mutilated, following
|
|
|
5.1
|
the
return of any mutilated certificate;
or
|
|
|
5.2
|
requiring
such evidence as the Registrar or Transfer Agent shall deem necessary of
the loss or destruction of certificates and an indemnity countersigned by
a bank or insurance company in respect thereof;
or
|
|
|
5.3
|
if
such evidence and indemnity is not offered then the Registrar or Transfer
Agent will submit any such request for duplicate certificates to the
Company.
|
|
6.
|
Provide
an internal audit and submit audit reports on transfers and new
certificates.
|
|
7.
|
Ensure
that the Register of Members shall be operated in such a way as to enable
the holding and transfer of shares in uncertificated
form.
|
|
8.
|
Facilitate
the provision of a secure computer link to the Company or any designated
person to facilitate the viewing of the Register of Members. An additional
fee is chargeable for this service.
|
|
9.
|
Prepare
and despatch name and address labels as the Company may require for the
despatch of the annual Report and Accounts and the Interim
Statement.
|
Additional
name and address labels will be provided as and when required by the Company at
a fee agreed between the Registrar and the Company.
|
10.
|
Deal
with all correspondence and enquiries relating to the Register of Members
including, but not limited to, holding the Register of Members open for
inspection at the Registered Office of the Company and prepare such lists
and extracts of the Register of Members as are required to be or are
customarily produced under the Law.
|
|
11.
|
Receive,
check, evaluate and report on forms of proxy for the Company’s Annual
General Meeting.
|
|
12.
|
Take
all such precautions as are usual and reasonable for the purpose of
ascertaining the genuineness of all transfers, certificates, warrants for
dividends or other documents or instruments in connection with any of the
Company’s registers or with any
dividends.
|
|
13.
|
Maintain
in force an insurance policy to cover any claim, which may arise by reason
of any forged transfer, certificate, warrant for dividend or other
document or instrument in connection with the aforementioned
matters.
|
|
14.
|
Undertake
such additional duties on such terms and conditions as may be agreed with
the Company.
|
Appendix 2 – Initial Fee
Structure
|
Set
up fee
|
£0,000
xxx off payment.
|
|
Annual
Maintenance Fee
|
£2.00
per shareholder account per annum
|
The above
Annual Maintenance fees are subject to an annual minimum charge of
£4,500
Transfers
|
Intra
CREST
|
£0.20
|
Per
transfer
|
|
Stock
Deposit / Withdrawal
|
£0.75
|
Per
transfer
|
|
Off
Market Transfer
|
£0.75
|
Per
transfer
|
|
Transfers
utilising Representation Letters
|
£15.00
|
Per
transfer
|
In
the event that transfers involving representation letters do not exceed 60 per
quarter a fixed fee of £500 will be charged on a quarterly basis. Over &
above 60 transfers the charging will revert to the fee structure stipulated
above.
|
Maintenance
of the register in
|
||
|
Jersey
and for the provision
|
:
|
£1,500
per annum
|
|
of
a UK transfer agent.
|
||
|
Generic
Web Portal access
|
:
|
£500
per annum
|
Abort
Fee
In the
event that either:
|
(a)
|
the
Company’s securities are not admitted to the AIM market of the London
Stock Exchange within three months of the date of this Agreement;
or
|
|
(b)
|
this
Agreement is terminated for whatever reason prior to the Commencement
Date,
|
then the
Company shall pay an abort fee of £750 plus VAT and Disbursements incurred up to
the date of termination of this Agreement (the “Abort Fee”) to Capita
Registrars (Jersey) Limited.
Disbursements
Capita
IRG (offshore) Limited would seek to recover all reasonable disbursement costs
incurred as a result of the proper execution of our duties. These costs would
include, but would not be restricted to, postage, printing, telephone, fax,
stationery, Syntegra and CREST transaction costs.
Storage
would be charged at the rate of £150.00 per year.
Forged
Transfer Insurance will be charged at the rate of £0.05 per shareholder account
subject to an annual minimum charge of £280.00 and a maximum level of cover of
£5,000,000.
Listings
/ Reports / Register Extracts
Listings,
labels and analyses, in addition to those mentioned under the basic service,
will be charged at our current rates. These are presently 3p per account/label
printed out, with a minimum charge of £80.
Register
extracts produced on diskette would be charged at 3p per account extracted with
a minimum charge of £80.
Additional
Services
We are
able to offer a range of supplementary services including register analysis,
nominee account analysis, Section 793 register maintenance, share scheme
administration services and savings plan administration services. Our fees for
these services are;
£7.00 for
each S793/808 letter despatched.
Our Fund
Manager Analysis for up to 200 accounts reported on costs £350.00 per
report.
Remote
Computer Access
We would
charge a fee of £1,200 per annum for a web based access to your registrar via
our corporate portal. This fee does include any reports or listings you may
choose to process over the link.
Appendix 3 – procedures to be applied
by the Registrar
in relation to Shares
subject to Regulation S restrictions
Transfers
in the Company’s securities are restricted under US federal securities laws
until such times as the Company advises otherwise.
The
following rules and procedures for transfers of the Company’s shares apply until
further notice from the Company.
Documentation
Required.
A
transfer can be processed only if all of the documentation below is submitted
and correctly completed.
|
Share
Certificate(s)
|
Check
As
Applicable
|
|
Received
|
¨
|
|
Stock
Transfer Form
|
|
|
Duly
Completed
|
¨
|
|
Seller
Certification
|
|
|
Additional
documentation will be required, depending on which box is ticked. Only one
lettered box may be checked.
|
|
|
IF
MORE THAN ONE LETTERED BOX IS CHECKED, REJECT TRADE.
|
|
|
Box
(a) - No Additional Documentation Required
|
¨
|
|
Box
(b) - Requires Purchaser Certification.
|
¨
|
|
Check
Purchaser Certification that A(i) is checked.
|
|
|
Box
(c) — Requires Purchaser Certification.
|
¨
|
|
Check
Purchaser Certification that A(iii) is checked.
|
|
|
Box
(d) - Requires Purchaser Certification and Opinion of Holder’s
Counsel
|
¨
|
|
NOTIFY
THE COMPANY
|
|
|
Check
Purchaser Certification that A(ii) is checked.
|
|
|
IF
BOX (d) IS CHECKED TRANSFER SHOULD NOT BE COMPLETED WITHOUT APPROVAL OF
COMPANY
|
|
|
Additionally:
|
|
|
· One
of Box (e) or Box (f) on Sellers Certification must be
checked
|
¨
|
|
· If
Purchaser Certification is required, then C(i) or C(ii) must be
checked
|
Transfer
set is complete:
|
|
-
|
Box
(a), Box (b) or Box (c) — Complete
Transfer
|
|
|
-
|
Box
(d) — send to the Company for
approval:
|
|
|
-
|
Arrange
for the documents to be scanned in as a
PDF
|
|
|
-
|
Forward
the PDF to xxxxx at the Company, or, if not available for approval
xxxxxx
|
|
|
-
|
On
receipt of accept or rejection instructions from the Company, either
process the transfer or reject back to
broker.
|
Transfer
set NOT complete:
|
|
-
|
Reject
back to the broker with covering letter stating what is
required.
|
SELLER
(HOLDER) CERTIFICATION
Capita
Registrars (Jersey) Limited
Xxxxxxxx
Xxxxxxxx
Liberation
Square
0/0, Xxx
Xxxxxxxxx
Xx
Xxxxxxx
Xxxxxx
XX0 0XX
[DATE]
Dear
Sirs
Seller (Holder)
Certification
We refer
to the
(insert number) shares
of common stock, of par value of US $0.0001 each, represented by certificate
number(s) ,
in Medgenics, Inc. (the “Shares”) currently held for
the account or benefit of the undersigned.
We intend
to transfer the Shares and understand that the Shares have not been registered
under the US Securities Act of 1933, as amended (the “Securities Act”) and may not
be offered, sold, pledged or otherwise transferred except if such transfer is
effected: (i) in a transaction meeting the requirements of Regulation S under
the Securities Act (“Regulation
S”); (ii) pursuant to an effective registration statement under the
Securities Act; or (iii) pursuant to an available exemption from the
registration requirements of the Securities Act, in each case in accordance with
all applicable securities laws.
Accordingly,
in connection with any transfer of these Shares, the undersigned holder
certifies that (check
one):
|
¨
|
(a)
|
These
Shares are being transferred to the
Company.
|
|
¨
|
(b)
|
(i)
These Shares are being transferred in an offshore transaction not subject
to the registration requirements of the Securities Act, by virtue of
Regulation S thereunder; (ii) the offer of the Shares was not made to a US
Person as defined in Regulation S (attached hereto in Schedule A) (iii) (A) at the
time the buy order was originated, the transferee was outside the United
States or the holder and any person acting on its behalf reasonably
believed that the transferee was outside the United States or (B) the
transaction is executed in, on or through the facilities of the AIM Market
operated by London Stock Exchange plc, and neither the holder nor any
person acting on its behalf knows that the transaction has been
pre-arranged with a buyer in the United States; (iv) no directed selling
efforts (as defined in Regulation S) have been made in contravention of
the requirements of Regulation S; (v) the transaction is not part of a
plan or scheme to evade the registration requirements of the Securities
Act; (vi) if applicable, in the case of a transfer by a holder who is a
dealer or a person receiving a selling concession, fee or other
remuneration in connection with such transfer, such holder has complied
with the additional conditions set forth in Rule 904(b) of Regulation S;
and (vii) the holder (A) is not the Company or a distributor within the
meaning of Regulation S or an affiliate of the Company or a distributor or
(B), if it is the Company or a distributor or an affiliate of the Company
or a distributor, has complied with all additional requirements imposed by
Rule 903 of Regulation S;
|
|
¨
|
(c)
|
(i)
These Shares are being transferred pursuant to an exemption from
registration under the Securities Act provided by Rule 144A; (ii) the
transferee is a qualified institutional buyer (as defined under Rule 144A)
or the holder reasonably believes the transferee is a qualified
institutional buyer (as defined under Rule 144A); (iii) the holder has
taken reasonable steps to inform the transferee that they are relying on
Rule 144A; and (iv) the holder is not the
Company.
|
|
¨
|
(d)
|
These
Shares are being transferred pursuant to an exemption from registration
under the Securities Act and in accordance with applicable US securities
laws and in relation to which the holder has furnished to the Company an
opinion to such effect from counsel of recognized standing in form and
substance satisfactory to the Company prior to such offer, sale, pledge or
transfer.
|
In
addition, in connection with any transfer of these Shares or, the undersigned
holder certifies that (check
one):
|
¨
|
(e)
|
it
is not the Company or a distributor within the meaning of Regulation S or
an affiliate (as defined under the Securities Act) of the Company or a
distributor; or
|
|
¨
|
(g)
|
it
is the Company or a distributor or an affiliate of the Company or a
distributor, has complied with all additional requirements imposed by Rule
903 of Regulation S, including procuring a written declaration from the
transferee stating, among other things, that (i) the transaction is being
conducted under a valid exemption from registration under the Securities
Act; (ii) the transferee is not a US Person within the meaning of
Regulation S (or the transferee is a US Person purchasing in a transaction
exempt from registration under the Securities Act); (iii) the transferee
agrees to be bound by the provision of Regulation S regarding resales and
hedging activities; and (iv) the holder is holding the Shares in the form
of a restricted affiliate share
certificate.
|
The
Transfer Agent shall not be obligated to register the Shares in the name of any
person other than the holder thereof unless and until the conditions to any such
transfer of registration set forth herein and on the face hereof shall have been
satisfied.
|
By:
|
|
|
Name:
|
|
|
Title:
|
Terms
used in this certificate have the meanings set forth in Regulation S. The
transferee and the Issuer are entitled to rely upon this certification and are
irrevocably authorized to produce this certification or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.
Schedule
A
“US Person”
means:
|
(i)
|
any
natural person resident in the United
States;
|
|
(ii)
|
any
partnership or corporation organized or incorporated under the laws of the
United States;
|
|
(iii)
|
any
estate of which any executor or administrator is a United States
person;
|
|
(iv)
|
any
trust of which any trustee is a United States
person;
|
|
(v)
|
any
agency or branch of a foreign entity located in the United
States;
|
|
(vi)
|
any
non-discretionary account or similar account (other than an estate or
trust) held by a dealer or other fiduciary for the benefit or account of a
United States person;
|
|
(vii)
|
any
discretionary account or similar account (other than an estate or trust)
held by a dealer or other fiduciary organized, incorporated, or (if an
individual) resident in the United States;
and
|
|
(viii)
|
any
partnership or corporation if:
|
|
|
(A)
|
organized
or incorporated under the laws of any foreign jurisdiction;
and
|
|
|
(B)
|
formed
by a United States person principally for the purpose of investing in
securities not registered under the Securities Act, unless it is organized
or incorporated, and owned, by accredited investors (as defined in Rule
501(a)) who are not natural persons, estates or
trusts.
|
The
following are not “US Persons”:
|
(i)
|
any
discretionary account or similar account (other than an estate or trust)
held for the benefit or account of a non-United States person by a dealer
or other professional fiduciary organized, incorporated, or (if an
individual) resident in the United
States;
|
|
(ii)
|
any
estate of which any professional fiduciary acting as executor or
administrator is a United States person
if:
|
|
|
(A)
|
an
executor or administrator of the estate who is not a United States person
has sole or shared investment discretion with respect to the assets of the
estate; and
|
|
|
(B)
|
the
estate is governed by foreign law;
|
|
(iii)
|
any
trust of which any professional fiduciary acting as trustee is a United
States person, if a trustee who is not a United States person has sole or
shared investment discretion with respect to the trust assets, and no
beneficiary of the trust (and no settlor if the trust is revocable) is a
United States person;
|
|
(iv)
|
an
employee benefit plan established and administered in accordance with the
law of a country other than the United States and customary practices and
documentation of such country;
|
|
(v)
|
any
agency or branch of a United States person located outside the United
States if:
|
|
|
(A)
|
the
agency or branch operates for valid business reasons;
and
|
|
|
(B)
|
the
agency or branch is engaged in the business of insurance or banking and is
subject to substantive insurance or banking regulation, respectively, in
the jurisdiction where located; and
|
|
(vi)
|
the
International Monetary Fund, the International Bank for Reconstruction and
Development, the Inter-American Development Bank, the Asian Development
Bank, the African Development Bank, the United Nations, and their
agencies, affiliates and pension plans, and any other similar
international organizations, their agencies, affiliates and pension
plans.
|
PURCHASER
(TRANSFEREE) CERTIFICATION
Capita
Registrars (Jersey) Limited
Xxxxxxxx
Xxxxxxxx
Liberation
Square
0/0, Xxx
Xxxxxxxxx
Xx
Xxxxxx
Xxxxxx
XX0 0XX
[DATE]
Dear
Sirs
Purchaser (Transferee)
Certification
We refer
to the purchase of
(insert number) shares
of common stock, of par value of US $0.0001 each, represented by certificate
number(s)
in Medgenics, Inc. (the “Shares”) by the
undersigned.
We intend
to purchase the Shares and understand that the Shares have not been registered
under the US Securities Act of 1933, as amended (the “Securities Act”) and may not
be offered, sold, pledged or otherwise transferred except if such transfer is
effected: (i) in a transaction meeting the requirements of Regulation S under
the Securities Act; (ii) pursuant to an effective registration statement under
the Securities Act; or (iii) pursuant to an available exemption from the
registration requirements of the Securities Act, in each case in accordance with
all applicable securities laws.
Accordingly,
for the purpose of ensuring compliance with the provisions of the Securities
Act, we hereby certify and agree as set forth below. The term “US Person” used
in this letter is defined in Schedule A attached
hereto.
|
(A)
|
We
certify that (check
one):
|
|
¨
|
(i)
we are not a US Person within the meaning of Regulation S under the
Securities Act and we are not acquiring the Shares for the account or
benefit of any US Person and we are acquiring the Shares in compliance
with the requirements of Regulation S under the Securities
Act;
|
|
¨
|
(ii)
we are a US Person within the meaning of Regulation S under the Securities
Act who is purchasing these Shares pursuant to an exemption from
registration under the Securities but in accordance with applicable US
securities laws and in relation to which the holder has furnished to the
Company an opinion to such effect from counsel of recognized standing in
form and substance satisfactory to the Company prior to such offer, sale,
pledge or transfer; or
|
|
¨
|
(iii)
we are a US Person within the meaning of Regulation S under the Securities
Act and a qualified institutional buyer (as defined under Rule 144A of the
Securities Act) who is purchasing these Shares pursuant to an exemption
from registration under the Securities Act provided by Rule 144A; and
|
|
(B)
|
We
agree (i) to resell the Shares only in accordance with the provisions of
Regulation S under the Securities Act, pursuant to registration under the
Securities Act, or pursuant to an available exemption from registration,
and (ii) not to engage in hedging transactions, directly or indirectly,
with regard to the Shares unless in compliance with the Securities Act;
and
|
|
(C)
|
In
addition, in connection with any subsequent transfer of these Shares, the
undersigned transferee certifies that (check
one):
|
|
|
¨
|
(i)
|
it
is not the Company or a distributor within the meaning of Regulation S or
an affiliate (as defined under the Securities Act) of the Company or a
distributor; or
|
|
|
¨
|
(ii)
|
(a)
it is the Company or a distributor or an affiliate of the Company or a
distributor; (b) it will comply with all requirements imposed by Rule 903
of Regulation S in any resales of the Shares, including procuring a
written declaration from the transferee stating, among other things, that
(x) the transaction is being conducted under a valid exemption from
registration under the Securities Act; (y) the transferee is not a US
Person within the meaning of Regulation S (or the transferee is a US
Person purchasing in a transaction exempt from registration under the
Securities Act); (z) the transferee agrees to be bound by the provision of
Regulation S regarding resales and hedging activities; and (d) it will
hold the Shares in the form of a restricted affiliate share
certificate.
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
Schedule
A
“US Person”
means:
|
(i)
|
any
natural person resident in the United
States;
|
|
(ii)
|
any
partnership or corporation organized or incorporated under the laws of the
United States;
|
|
(iii)
|
any
estate of which any executor or administrator is a United States
person;
|
|
(iv)
|
any
trust of which any trustee is a United States
person;
|
|
(v)
|
any
agency or branch of a foreign entity located in the United
States;
|
|
(vi)
|
any
non-discretionary account or similar account (other than an estate or
trust) held by a dealer or other fiduciary for the benefit or account of a
United States person;
|
|
(vii)
|
any
discretionary account or similar account (other than an estate or trust)
held by a dealer or other fiduciary organized, incorporated, or (if an
individual) resident in the United States;
and
|
|
(viii)
|
any
partnership or corporation if:
|
|
|
(A)
|
organized
or incorporated under the laws of any foreign jurisdiction;
and
|
|
|
(B)
|
formed
by a United States person principally for the purpose of investing in
securities not registered under the Securities Act, unless it is organized
or incorporated, and owned, by accredited investors (as defined in Rule
501(a)) who are not natural persons, estates or
trusts.
|
The
following are not “US Persons”:
|
(i)
|
any
discretionary account or similar account (other than an estate or trust)
held for the benefit or account of a non-United States person by a dealer
or other professional fiduciary organized, incorporated, or (if an
individual) resident in the United
States;
|
|
(ii)
|
any
estate of which any professional fiduciary acting as executor or
administrator is a United States person
if:
|
|
|
(A)
|
an
executor or administrator of the estate who is not a United States person
has sole or shared investment discretion with respect to the assets of the
estate; and
|
|
|
(B)
|
the
estate is governed by foreign law;
|
|
(iii)
|
any
trust of which any professional fiduciary acting as trustee is a United
States person, if a trustee who is not a United States person has sole or
shared investment discretion with respect to the trust assets, and no
beneficiary of the trust (and no settlor if the trust is revocable) is a
United States person;
|
|
(iv)
|
an
employee benefit plan established and administered in accordance with the
law of a country other than the United States and customary practices and
documentation of such country;
|
|
(v)
|
any
agency or branch of a United States person located outside the United
States if:
|
|
|
(A)
|
the
agency or branch operates for valid business reasons;
and
|
|
|
(B)
|
the
agency or branch is engaged in the business of insurance or banking and is
subject to substantive insurance or banking regulation, respectively, in
the jurisdiction where located; and
|
|
(vi)
|
the
International Monetary Fund, the International Bank for Reconstruction and
Development, the Inter-American Development Bank, the Asian Development
Bank, the African Development Bank, the United Nations, and their
agencies, affiliates and pension plans, and any other similar
international organizations, their agencies, affiliates and pension
plans.
|
