Deed of variation of relationship agreement
Exhibit 10.17
| DATED | 12th May 2020 |
Deed of variation of relationship agreement
between
and
CERTAIN CMS CONCERT PARTY MEMBERS
and
PANMURE XXXXXX (UK) LIMITED
CONTENTS
CLAUSE
| 1. | Terms defined in the Agreement | 2 |
| 2. | Variation | 2 |
| 3. | Governing law | 3 |
| 4. | Jurisdiction | 3 |
SCHEDULE
| Schedule 1 | Original Agreement | 4 |
| 1 |
This deed is dated 12th May 2020
Parties
| (1) | MIDATECH PHARMA PLC, incorporated and registered in England and Wales with company number 09216368 whose registered office is at 65 Innovation Drive, Xxxxxx Xxxx, Milton, Abingdon, Oxfordshire, OX14 4RQ (the "Company") |
| (2) | The persons listed in the Schedule to the Agreement each a "CMS Concert Party Member" and together, the "CMS Concert Party" |
| (3) | PANAMURE XXXXXX (UK) LIMITED incorporated and registered in England and Wales with company number O4915201 whose registered office is at Xxx Xxx Xxxxxx, Xxxxxx XX0X 0XX ("Panmure Xxxxxx") |
(collectively, the "Parties")
BACKGROUND
| (A) | The Parties are party to a relationship agreement dated 29 January 2019 (Agreement) a copy of which is attached at Schedule 1 to this deed. |
| (B) | The Parties wish to amend the Agreement as set out in this deed with effect from the date of this deed (Variation Date). |
Agreed terms
| 1. | Terms defined in the Agreement |
In this deed, expressions defined in the Agreement and used in this deed have the meaning set out in the Agreement. The rules of interpretation set out in the Agreement apply to this deed.
| 2. | Variation |
| 2.1 | With effect from the Variation Date the Parties agree the following amendments to the Agreement: |
| a) | Clauses 4 and 5 deleted: |
The entire text of Clauses 4 and 5 are deleted and replaced with the words “Not used”. |
| b) | Clause 3.4(b)(i) deleted: |
The entire text of Clause 3.4(b)(i) is deleted and replaced with the words "Not used". |
| 2 |
| (c) | Clause 3.4(c) added: |
This Clause is inserted into the Agreement:
3.4 (c) Nothing in this Agreement is intended to, or shall prevent the CMS Concert Party Members and their Associated Undertakings from exercising their Voting Rights, provided that, in the event a vote at a general meeting or election is required, the CMS Concert Party Members and their Associated Undertakings shall vote or make elections with respect to their Voting Rights on the record date for such vote or election in the same manner and proportion as all other Ordinary Shares are voted or with respect to which elections are made by shareholders other than the CMS Concert Party Members and their Associated Undertakings. |
| 2.2 | Except as set out in clause 2.1, the Agreement shall continue in full force and effect. |
| 2.3 | For the avoidance of doubt nothing set out in this deed nor in the Agreement shall prevent the CMS Concert Party Members and their Associated Undertakings from accepting an offer from a third party to acquire all of the issued and to be issued share capital of the Company by way of a takeover offer or which may be implemented by way of a scheme of arrangement. |
| 3. | Governing law |
This deed and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
| 4. | Jurisdiction |
| 4.1 | Each party irrevocably agrees that the arbitration provisions set out in clause 11.2 of the Agreement shall also apply to this deed as if stated herein so as to have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this deed or its subject matter or formation. |
This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.
| 3 |
Schedule 1 Original Agreement
[Previously Filed]
| 4 |
| Executed as deed by MIDATECH PHARMA PLC | |||
| acting by | /s/ Xxxxxxx Xxxxx | Xxxxxxx Xxxxx, CEO & CFO | |
| a director, in the presence of: | Director | ||
|
/s/ Xxxxx Xxxxx Witness signature
|
||
| Xxxxx Xxxxx | Address | |
| Name | ||
| Accountant | ||
| Occupation |
|
Executed as deed by PANMURE XXXXXX (UK) LIMITED
|
|||
| acting by | /s/ Xxxx XxxXxxxxx | Xxxx XxxXxxxxx | |
| a director, in the presence of: | Director | ||
|
/s/ E.R.F. Xxxxxxxx Witness signature
|
||
| E.R.F. Xxxxxxxx | Address | |
| Name | ||
| Banker | ||
| Occupation |
| 5 |
| Executed as deed by XX XXX KONG | ||
| /s/ Xxx Kong | ||
| /s/ Xxxxxxx Xx Witness signature |
||
| Xxxxxxx Xx | Address | |
| Name | ||
| Company Secretary | ||
| Occupation |
| Executed as deed By A&B (HK) COMPANY LIMITED | ||
| acting by DR. HUAIZHENG PENG | /s./ Huaizheng Peng | |
| a director, in the presence of: | Director |
|
/s/ Xxxxx Xxxxxxxxx Witness signature
|
||
| Xxxxx Xxxxxxxxx | Address | |
| Name | ||
| Office Manager | ||
| Occupation |
| 6 |
|
Executed as deed by CHINA MEDICAL SYSTEM HOLDINGS LIMITED
|
||
| acting by XX XXX KONG | /s/ Xxx Kong | |
| a director, in the presence of: | Director |
|
/s/ Xxxxxxx Xx Witness signature
|
||
| Xxxxxxx Xx | Address | |
| Name | ||
| Company Secretary | ||
| Occupation |
|
Executed as deed by CHINA MEDICAL VENTURE INVESTMENT (HK) LIMITED |
||
| acting by DR. HUAIZHENG PENG | /s/ Dr. Huaizheng Peng | |
| a director, in the presence of: | Director |
|
/s/ Xxxxx Xxxxxxxxx Witness signature
|
||
| Xxxxx Xxxxxxxxx | Address | |
| Name | ||
| Office Manager | ||
| Occupation |
7
