Agreement
Agreement
between
Xxxxxx Wertpapierhandelsbank AG Xxxxxxxxxxx., 0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx
hereafter "Applicant" and
HCi Viocare, Kintyre House, 000 Xxxxx Xxxx, Xxxxxxx, XX X00 0 XX, Xxxxxx Xxxxxxx hereafter "Issuer"
Preamble
The applicant plans to file application for the inclusion and trading of all shares of the Issuer on the open market at the Berlin Stock Exchange and shall be responsible to quote the shares according to its home market.
The Issuer is a stock corporation established under US law and entered in the commercial register of Nevada, USA. The capital stock of the company is currently divided into 191,912,461 common shares at par value of USD 0.0001(hereinafter: “shares”).
The shares of the company are to be admitted to open market trading at the Berlin Stock Exchange. A public offering of the securities in the meaning of the WpHG (German Securities Prospectus Act) in connection with inclusion of the shares in open market trading at the Berlin Stock Exchange is not foreseen.
In order to enable filing the application for inclusion and maintaining the inclusion, which are also both in the interests of Issuer, the Parties agree the following:
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Section 1
Provision of documents by the Issuer
The Issuer will provide the following information and documents to Applicant:
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1.1
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A certified copy of the passport from each executive director of the company, a current excerpt from the commercial registry and the completed customer classification forms provided by the Applicant stating the appropriateness of the Issuer to conduct business with Renell AG (“KYC”)
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1.2
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If a prospectus for the securities to be included was prepared and was approved by a regulatory or supervisory authority, then this prospectus
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1.3
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The latest set of published financials, audited and – if required – consolidated
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1.4
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all other documentation that is requested by the applicant
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Section 2
Issuer's duty to provide information
The Issuer commits to immediately inform the Applicant of all circumstances that may have a material effect on the valuation of the shares. Circumstances in this respect include in particular significant company news of the Issuer, all of the Issuer's capital measures (e.g. capital increases, decreases, share splits, issue of options, dividend payments etc.), insolvency and any change to significant holdings of the Issuer or holdings held in the Issuer.
Section 3
Stock Advertising
The Issuer hereby acknowledges that the stock must not be publicly advertised within the EU without having an approved EU security prospectus. This particularly includes all kinds of approaching retail investors via mass emails, phone calls, market letters or the like.
Section 4
Withdrawal of Renell AG as lead broker / specialist and applicant
In the event the Issuer breaches his obligations from Section 2 or 3 of this agreement, the Applicant is entitled to terminate its role as lead broker / specialist and applicant in relation to the Boerse Berlin and the Issuer. Renell AG is required to immediately notify the Issuer of the termination.
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In the absence of an appointment of a new specialist, the Issuer's securities will be excluded from trade on the Berlin Stock Exchange (delisting)
Section 5
Remuneration
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5.1
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The Applicant shall receive an expenses remuneration of EUR 10.000,00 (in words: Euro ten thousand) from the Issuer for the inclusion of the Issuers stock. This remuneration must be paid to the following account of the Applicant before application:
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Accountholder: Renell AG Bank: BNP Paribas Securities Service Account number:6402358881Bank Number:500 305 00
SWIFT: PARBDEFF IBAN: XX00000000000000000000
In case of a refusal by Boerse Berlin the Issuer will retrieve 90% of the paid remuneration.
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5.2
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After the first calendar year, the Issuer is obligated to pay an overall fee of EUR (currently) 3.500,00 (in words: Euro three thousand five hundred) per year for the inclusion of the shares at the Berlin Stock Exchange. This annual fee includes the yearly fee of the Berlin Stock Exchange pursuant to the respective General Conditions of Business for Open Market Trading at the Berlin Stock Exchange and the annual market maker fee. The overall fee shall be paid in advance until 31. December of the respective preceding year.
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Section 6
Term
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6.1
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This agreement begins upon signing and the successfully completed KYC process with the applicant. It ends without requiring a termination to this effect, at the time the applicant is no longer appointed lead broker / specialist for the Issuer's securities on the open market.
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6.2
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The right to issue an extraordinary termination shall not be affected. Any termination notice by any of the parties shall be serviced to the other party at least fifteen (15) calendar days prior to its effect
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Section 7
Amendments to the agreement
Section 8
Applicable law and place of jurisdiction; Miscellaneous
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8.1
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This agreement, including the interpretation of the same, shall solely be subjected to German law.
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8.2
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Frankfurt am Main shall be the place of fulfillment regarding all of the parties' obligations from this agreement.
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8.3
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To the extent permitted by law, Frankfurt am Main shall be the sole place of jurisdiction for all legal disputes resulting from or in connection with the agreement.
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8.4
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In the event one of the provisions of this agreement becomes fully or partially invalid, the remaining provisions shall not be affected. In the place of the invalid provision, that valid provision which most closely corresponds with the economic intention of the invalid provision shall be deemed valid. Changes to this agreement and this written form clause must be made in writing.
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| Frankfurt/Date | Place/Date: Athens | ||
| 22/04/2016 | April 18, 2016 | ||
| /s/Xxxx Xxxxxx | /s/Xxxxxxxx Xxxxxxxxxxx | ||
| Xxxx Xxxxxx | Xxxxxxxxxxx Xxxxxxxx | ||
| Xxxxxx AG |
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