RANMARINE B.V. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit AgreementDeposit Agreement • January 25th, 2024 • RanMarine Technology B.V. • Ship & boat building & repairing • New York
DEPOSIT AGREEMENT dated as of __________, 2024 among RANMARINE B.V., a company incorporated under the laws of The Netherlands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
RANMARINE TECHNOLOGY B.V. UNDERWRITING AGREEMENT [●] Units, Each Consisting ofUnderwriting Agreement • January 25th, 2024 • RanMarine Technology B.V. • Ship & boat building & repairing • New York
RANMARINE TECHNOLOGY B.V., a private company with limited liability under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid) (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom WallachBeth Capital LLC is acting as Representative (the “Representative”), an aggregate of [●] Units (the “Firm Units”), each Firm Unit consisting of: (i) [ ] American Depositary Shares (the “ADSs”), with each ADS representing [ ] ordinary shares, nominal value €0.01 per share (the “Firm ADSs”); (ii) one tradeable warrant to purchase [ ] ADS (the “Firm Tradeable Warrants”); and, one non-tradeable warrant to purchase [ ] ADS (the “Firm Non-tradeable Warrants” and together with the Firm Tradeable Warrants, the “Firm Warrants”). The [●] ADSs to in this Section are hereinafter referred to as the “Firm Shares” together with the Firm Units
RANMARINE TECHNOLOGY B.V. NON-TRADEABLE WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARESNon-Tradeable Warrant to Purchase Ordinary Shares • January 25th, 2024 • RanMarine Technology B.V. • Ship & boat building & repairing • New York
THIS NON-TRADEABLE WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date the American Depositary Shares of the Company (as defined below) commences trading on a Trading Market (as defined herein) (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from RanMarine Technology B.V., a private company with limited liability under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid) (the “Company”), up to ______ ordinary shares, nominal value £0.01 per share (the “Warrant Shares”) represented by _____ ADSs (the ADSs issuable upon exercise of the W
FORM OF WARRANT AGENT AGREEMENTWarrant Agent Agreement • January 25th, 2024 • RanMarine Technology B.V. • Ship & boat building & repairing
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [ ], 2024 (the “Issuance Date”) between RanMarine Technology B.V., a private company with limited liability under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid) (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (the “Warrant Agent”).
RANMARINE TECHNOLOGY B.V. TRADEABLE WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARESTradeable Warrant to Purchase Ordinary Shares • January 25th, 2024 • RanMarine Technology B.V. • Ship & boat building & repairing • New York
THIS TRADEABLE WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date the American Depositary Shares of the Company (as defined below) commences trading on a Trading Market (as defined herein) (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from RanMarine Technology B.V., a private company with limited liability under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid) (the “Company”), up to ______ ordinary shares, nominal value £0.01 per share (the “Warrant Shares”) represented by _____ ADSs (the ADSs issuable upon exercise of the Warra
BINDING FRAMEWORK AGREEMENTBinding Framework Agreement • January 25th, 2024 • RanMarine Technology B.V. • Ship & boat building & repairing
