exv10w24






Exhibit 10.24




	 	 	 

	

	 	201 Elizabeth Street

Sydney NSW 2000

Australia

DX 107 Sydney

Tel +61 2 9286 8000

Fax +61 2 9283 4144

www.dlaphillipsfox.com






	 	 	 

	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	Escrow Deed

	 	 
	REVA Medical, Inc 

Computershare Investor Services Pty Limited
	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 





	 	 	 

	 

	 	DLA Phillips Fox is a member of

Dla Piper Group, an alliance of

Independent legal practices. It is a

separate and distinct legal entity.


DLA Phillips Fox offices are located

in Adelaide Auckland Brisbane

Canberra Melbourne Perth Sydney

and Wellington.







 









 













Table of contents




	 	 	 	 	 	 	 

	Parties	 	 	1	 
	 
	 	 	 	 	 	 
	Background	 	 	1	 
	 
	 	 	 	 	 	 
	Operative provisions	 	 	1	 
	 
	 	 	 	 	 	 
	1
	 	Appointment of Escrow Agent	 	 	1	 
	 
	 	 	 	 	 	 
	2
	 	Obligations of Escrow Agent	 	 	1	 
	 
	 	Receipt of Application Monies	 	 	1	 
	 
	 	Investment of the Application Monies	 	 	2	 
	 
	 	Interest on the Application Monies	 	 	2	 
	 
	 	Release of the Application Monies	 	 	2	 
	 
	 	 	 	 	 	 
	3
	 	Limitations on liability of Escrow Agent	 	 	3	 
	 
	 	 	 	 	 	 
	4
	 	Escrow Agent's fees	 	 	4	 
	 
	 	 	 	 	 	 
	5
	 	Confidentiality	 	 	5	 
	 
	 	 	 	 	 	 
	6
	 	Resignation or Removal of Escrow Agent	 	 	5	 
	 
	 	 	 	 	 	 
	7
	 	GST	 	 	6	 
	 
	 	 	 	 	 	 
	8
	 	Notices	 	 	6	 
	 
	 	Giving notices	 	 	6	 
	 
	 	Change of address or fax number	 	 	6	 
	 
	 	Time notice is given	 	 	7	 
	 
	 	 	 	 	 	 
	9
	 	General provisions	 	 	7	 
	 
	 	Waiver and exercise of rights	 	 	7	 
	 
	 	Counterparts	 	 	7	 
	 
	 	Invalid or unenforceable provisions	 	 	7	 
	 
	 	Assignment	 	 	8	 
	 
	 	Amendment	 	 	8	 
	 
	 	Entire Agreement	 	 	8	 
	 
	 	Governing law	 	 	8	 
	 
	 	Jurisdiction	 	 	8	 
	 
	 	 	 	 	 	 
	10
	 	Definitions and interpretation	 	 	8	 
	 
	 	Definitions	 	 	8	 
	 
	 	Interpretation	 	 	9	 
	 
	 	 	 	 	 	 
	Execution and date	 	 	11	 







 









 








	 	 	 

	

	 	Escrow Deed






Parties



Reva Medical, Inc of 615 South DuPont Highway, Dover, Delaware 19901, United States of
America (Company)



Computershare Investor Services Pty Limited of GPO Box 7115, Sydney, NSW 2001 Australia (Escrow
Agent)




Background





	A	 	The Company proposes to conduct an Initial Public Offering
of its securities and seek a listing on the Australian
Securities Exchange.
	 
	B	 	In order to apply for CDIs under the Initial Public
Offering, applicants are required to complete an application
form and return it to the Escrow Agent accompanied by the
subscription monies for the CDIs applied for (Application
Monies).
	 
	C	 	The Company wishes to appoint the Escrow Agent to hold the
Application Monies in accordance with the terms of this
Agreement.
	 
	D	 	The Escrow Agent has agreed to hold the Application Monies
and to release it on the terms of this Agreement.





Operative provisions





	1	 	Appointment of Escrow Agent






	1.1	 	The Company appoints the Escrow Agent on the date of this Agreement to perform the
obligations set out in this Agreement in consideration of the mutual covenants given in this
Agreement.
	 
	1.2	 	The Escrow Agent nominates from time to time to act as signatories to the Escrow Account
opened in accordance with this Agreement and withdrawals from that account in accordance with
this Agreement may be made on the signature of of the Escrow Agent.






	2	 	Obligations of Escrow Agent





Receipt of Application Monies





	2.1	 	Upon receiving Application Monies from Applicants, the Escrow Agent must hold all such
amounts on the terms set out in this Agreement and the Prospectus, until such time as all of
the Application Monies have been released in full in accordance with this Agreement and the
Prospectus.





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	 	Escrow Deed






Investment of the Application Monies





	2.2	 	The Escrow Agent must:






	 	2.2.1	 	establish an interest-bearing Australian dollar bank account with
Australia and New Zealand Banking Group Limited at 24 hour call:






	 	(a)	 	in the name of the Company; and
	 
	 	(b)	 	with the Escrow Agent as the sole signatory; and






	 	2.2.2	 	deposit Application Monies in the Escrow Account promptly on receiving
them.





Interest on the Application Monies





	2.3	 	The parties agree that the interest that accrues on the Application Monies in the Escrow
Account shall be paid to the Company, less the deductions specified in clause 4 of this
Agreement.





Release of the Application Monies





	2.4	 	The Escrow Agent must make payments as and when instructed or required to do so by the
Company in accordance with clauses 2.6 and 2.7 below or by order of a court of competent
jurisdiction.
	 
	2.5	 	The Escrow Agent may liquidate, by following its usual procedures, any portion of the
Application Monies to pay amounts which this Agreement requires or authorises to be paid but
for no other reason.
	 
	2.6	 	The Application Monies may only be released upon the first to occur of the following events:






	 	2.6.1	 	upon receipt of a written notice in the form set out in Schedule 1 and
signed by two officers of the Company confirming that:
	 
	 	(a)	 	the Minimum Subscription Amount has been received into the Escrow
Account; and
	 
	 	(b)	 	ASX has granted permission for quotation of the CDIs issued under the
Initial Public Offering subject only to customary quotation conditions; and
	 
	 	(c)	 	the CDIs to be issued under the Initial Public Offering have been
allotted by the Company,
	 
	 	 	 	the Escrow Agent shall within 3 business days of receipt of the written notice:
	 
	 	(d)	 	distribute to the Company all Application Monies received with respect to
Applications which are accepted by the Company; and
	 
	 	(e)	 	release to the respective Applicants, any Application Monies with respect
to Applications which were rejected or scaled back (in which case a portion of





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	 	Escrow Deed







	 	 	 	the Application Monies equal to the portion by which the Application was scaled
back shall be released to the Applicant)
	 
	 	(f)	 	release to the Company all accrued interest on the Application Monies
less the deductions specified in clause 4 of this Agreement.
	 
	 	2.6.2	 	upon receipt of a written notice in the form set out in Schedule 1 and
signed by two officers of the Company confirming that:






	 	(a)	 	the Initial Public Offering has been withdrawn; or
	 
	 	(b)	 	the Minimum Subscription Amount is not received by
the Escrow Agent and/or approval for permission for quotation of the CDIs
issued under the Initial Public Offering subject only to customary
quotation conditions has not been received by [12 January 2010],






	 	 	 	the Escrow Agent shall within 3 business days of receipt of the written notice:






	 	(c)	 	release to the Applicants all Application Monies
received with respect to Applications
	 
	 	(d)	 	release to the Company all accrued interest on the
Application Monies less the deductions specified in clause 4 of this
Agreement.






	2.7	 	When any amount of the Application Monies are released to the Company, the Escrow Agent shall
convert the Application Monies from Australian dollars to US dollars (at the exchange rate
prevailing on the date of conversion as determined by the Escrow Agent) and pay it into the
bank account nominated by the Company.






	3	 	Limitations on liability of Escrow Agent






	3.1	 	The Escrow Agent’s duties are only as specifically provided in this Agreement. The
Escrow Agent is not liable for any mistake of fact, error of judgment, nor for any act done or
omitted to be done by it, or its officers, directors, employees and agents, except for its own
fraud or gross negligence.
	 
	3.2	 	The Company shall indemnify the Escrow Agent against all Loss suffered or incurred (whether
directly or indirectly) by the Escrow Agent or any Claim brought against the Escrow Agent
arising out of or in connection with this Agreement or its role as Escrow Agent, except to the
extent that such losses or Claims are due to the fraud or gross negligence of the Escrow
Agent.
	 
	3.3	 	The Escrow Agent’s determination as to whether:






	 	3.3.1	 	an event or condition has occurred, has been met or satisfied;
	 
	 	3.3.2	 	a provision of this Agreement has been complied with;





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	 	Escrow Deed







	 	3.3.3	 	sufficient evidence of the event or condition or compliance with the
provision has been furnished to it;






	 	 	does not subject it to any claim, liability or obligation, even if that determination is
found to have been improper or incorrect, unless the Escrow Agent was fraudulent or
grossly negligent in making that determination.
	 
	3.4	 	The Escrow Agent is not required to verify matters referred to in any written direction it
receives from the Company, nor the validity of that written direction, pursuant to or in
connection with this Agreement or the Prospectus and shall be entitled to reply on such facts
or circumstances as set out therein as if they were for all purposes true and accurate.
	 
	3.5	 	The Escrow Agent is not liable for investigating the authenticity, accuracy or content of the
written notice in Schedule 1 or the capacity of any person who signs or purports to sign such
a notice as an officer or authorised signatory of the Company.
	 
	3.6	 	The Escrow Agent acts as a depository only and is not responsible or liable for the
sufficiency or validity of any funds deposited with it.
	 
	3.7	 	The Escrow Agent may rely, and is protected in acting or refraining from acting, upon any
instrument, not only as to its due execution, validity and effectiveness, but also as to the
truth and accuracy of any information contained in it.
	 
	3.8	 	The Escrow Agent is not obliged to take legal proceedings, nor any other action contemplated
by this Agreement, if it becomes aware that any Applicant and the Company have disagreed about
the facts or the happening of any contemplated event which are conditions precedent to the
Escrow Agent’s required action.
	 
	3.9	 	The Escrow Agent is under no obligation to act on any instruction, direction or notice from
the Company under this Agreement which is inconsistent with or contravenes the Corporations
Act 2001 (Cwth).






	4	 	Escrow Agent’s fees






	4.1	 	In consideration for holding the Application Monies under this Agreement the Company
shall pay the Escrow Agent
	 
	4.2	 	the sum of $3,000 and to be reimbursed for its reasonable out-of-pocket expenses. These
expenses include, but are not limited to, bank fees, the fees and costs of attorneys or agents
which the Escrow Agent may find necessary to engage to perform its duties under this Agreement
; and






	 	4.2.1	 	an amount equal to 80 basis points of the interest accruing on the
Application Monies until the interest is paid out to the Company in accordance with
the terms of this Agreement;
	 
	 	 	 	(together, Escrow Agent’s Fees).





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	 	Escrow Deed







	4.3	 	The Escrow Agent may invoice the Company for the Escrow Agent’s Fees from the Closing Date of
the Offer (as such terms are defined in the Prospectus) and such fees shall be deducted from
the interest that accrues on the Application Monies on the date that the balance of the
accrued interest is released to the Company in accordance with the terms of this Agreement.






	5	 	Confidentiality






	5.1	 	Neither the Escrow Agent nor the Company may disclose the provisions of this Agreement
or any matters relating to this Agreement to any person except as required by law or to the
extent that the provision or matter has entered the public domain.






	6	 	Resignation or Removal of Escrow Agent






	6.1	 	The Escrow Agent may resign on giving 30 days’ written notice to the Company.
	 
	6.2	 	The Company may remove the Escrow Agent and replace it with another party after giving it 30
days written notice.
	 
	6.3	 	In either event, the Escrow Agent’s duties terminate:






	 	6.3.1	 	30 days after giving a notice under clause 6.1; or
	 
	 	6.3.2	 	30 days after receiving a notice given under clause 6.2,






	 	 	(or any earlier date that may be mutually agreeable to the parties).
	 
	6.4	 	If the Escrow Agent resigns or is removed, the Company must:






	 	6.4.1	 	appoint a successor escrow agent;
	 
	 	6.4.2	 	obtain that agent’s written consent to be bound by the terms of this
Agreement;
	 
	 	6.4.3	 	advise the Escrow Agent in writing of the identity of the successor
escrow agent; and
	 
	 	6.4.4	 	direct the Escrow Agent to deliver the Application Monies in its
possession or under its control to the successor.






	6.5	 	The Escrow Agent must comply immediately with a direction under clause 6.4.4.
	 
	6.6	 	If the Company has failed to appoint a successor before the expiration of the required time
following receipt of the notice given under clauses 6.1 or 6.2, the Escrow Agent, at the cost
of the Company, may petition the Supreme Court of New South Wales to appoint a successor
escrow agent or for other appropriate relief. Any resulting appointment is binding upon the
parties to this Agreement.





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	 	Escrow Deed







	6.7	 	The Escrow Agent is released and relieved of all duties, responsibilities and obligations
under this Agreement once the successor escrow agent acknowledges receipt of the Application
Monies.
	 
	6.8	 	The Escrow Agent ceasing to act and being released from the terms of this Agreement under
this clause 6 does not affect the indemnities in clause 3.2.






	7	 	GST






	 	7.1.1	 	Unless otherwise specified, any reference to an amount payable for a
supply to be made by Computershare in connection with this agreement is a reference
to that amount exclusive of GST (‘GST Exclusive Amount’).
	 
	 	7.1.2	 	If any supply made by a party to this agreement in connection with this
agreement is a taxable supply, the GST Exclusive Amount for that supply must be
increased by an amount equal to any GST which a party is or becomes liable to pay in
respect of the supply so that party retains, after deducting the GST, the GST
Exclusive Amount.






	8	 	Notices





Giving notices





	8.1.1	 	Any notice or communication given to a party under this Agreement is only given if it is in
writing and sent in one of the following ways:






	 	(a)	 	delivered or posted to that party at its address and marked for the
attention of the relevant department or officer (if any) set out below.
	 
	 	(b)	 	faxed to that party at its fax number and marked for the attention of the
relevant department or officer (if any) set out below.






	8.2	 	Notices must be delivered to:





	 	 	 	 	 

	 

	 	Company:
	 	REVA Medical, Inc
	 

	 	 	 	5751 Copley Drive, Suite B

San Diego, CA 92111

	 

	 	 	 	Attention: Katrina Thompson, Chief
Financial Officer
	 

	 	 	 	Facsimile number: + 1 [(858) 966-3099]
	 
	 	 	 	 
	 

	 	Escrow Agent:
	 	Computershare Investor Services Pty Limited
	 

	 	 	 	Yarra Falls 452 Johnston Street Victoria 3067Attention: Greg Bertram
	 

	 	 	 	Facsimile number: +61 3






Change of address or fax number





	8.2.1	 	If a party gives the other party three business days’ notice of a change of its address or
fax number, any notice or communication is only given by that other party if it is delivered,
posted or faxed to the latest address or fax number.





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	 	Escrow Deed






Time notice is given





	8.2.2	 	Any notice or communication is to be treated as given at the following time:






	 	(a)	 	if it is delivered, when it is left at the relevant address;
	 
	 	(b)	 	if it is sent by post, two (or, in the case of a notice or communication
posted to another country, nine) business days after it is posted;
	 
	 	(c)	 	if it is sent by fax, as soon as the sender receives from the sender’s
fax machine a report of an error free transmission to the correct fax number.






	8.2.3	 	However, if any notice or communication is given, on a day that is not a business day or
after 5pm on a business day, in the place of the party to whom it is sent it is to be treated
as having been given at the beginning of the next business day.






	9	 	General provisions





Waiver and exercise of rights





	9.1	 	A waiver by a party of a provision or a right under this Agreement binds the party granting
the waiver only if it is given in writing and is signed by the party or an authorised officer
of the party granting the waiver.
	 
	9.2	 	A waiver is effective only in the specific instance and for the specific purpose for which it
is given.
	 
	9.3	 	A single or partial exercise of a right by a party does not preclude another exercise or
attempted exercise of that right or the exercise of another right.
	 
	9.4	 	Failure by a party to exercise or delay in exercising a right does not prevent its exercise
or operate as a waiver.





Counterparts





	9.5	 	This Agreement may be executed in one or more counterparts, each of which is deemed an
original, but all of which together shall constitute one and the same instrument.





Invalid or unenforceable provisions





	9.6	 	If a provision of this Agreement is invalid or unenforceable in a jurisdiction:






	 	9.6.1	 	it is to be read down or severed in that jurisdiction to the extent of
the invalidity or unenforceability; and
	 
	 	9.6.2	 	that fact does not affect the validity or enforceability of:






	 	(a)	 	that provision in another jurisdiction; or
	 
	 	(b)	 	the remaining provisions.





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	 	Escrow Deed






Assignment





	9.7	 	This Agreement is not assignable by the Company or the Escrow Agent without each of the
parties having first given their written consent.





Amendment





	9.8	 	This Agreement cannot be amended by the Company or the Escrow Agent without each of the
parties having first given their written consent.





Entire Agreement





	9.9	 	This Agreement contains the entire agreement between the parties with respect to the matters
set out in this Agreement, and no additional obligations of the Escrow Agent will be inferred
from the terms of this Agreement or any other agreement.





Governing law





	9.10	 	This Agreement is governed by and construed according to the laws of New South Wales.





Jurisdiction





	9.11	 	Each party irrevocably and unconditionally:






	 	9.11.1	 	submits to the non-exclusive jurisdiction of the courts of New South Wales.
	 
	 	9.11.2	 	waives, without limitation, any claim or objection based on absence of
jurisdiction or inconvenient forum.






	10	 	Definitions and interpretation





Definitions





	10.1	 	In this Agreement the following definitions apply:
	 
	 	 	Applicants persons who submit a valid Application pursuant to the Prospectus.
	 
	 	 	Applications means the application forms submitted to the Company under which the
Applicants agree to subscribe for CDIs.
	 
	 	 	Application Monies means the Australian dollar subscription amounts received by the
Escrow Agent from the Applicants with respect to their Applications.
	 
	 	 	ASX means ASX Limited (ABN 98 008 624 691) or the securities market it operates, as the
context requires.
	 
	 	 	ASX Settlement means ASX Settlement Pty Limited (ABN 49 008 504 532).
	 
	 	 	CDIs means a CHESS Depositary Interest in one-tenth of a share of fully paid common stock
in the Company.
	 
	 	 	CHESS means The Clearing House Electronic Sub-Register System of share transfers operated
by ASX Settlement.





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	 	Escrow Deed







	 	 	Claims means any claim, demand, legal proceedings or cause of action including any claim,
demand, legal proceedings or cause of action in any way relating to this Agreement.
	 
	 	 	CHESS Depositary Interest means a security interest as defined in the operating rules of
ASX Settlement.
	 
	 	 	Escrow Account means the escrow account established by the Escrow Agent in accordance
with clause 2.2.1.
	 
	 	 	Initial Public Offering means the initial public offering pursuant to which the Company
is offering a minimum of 63,636,370 CDIs for subscription.
	 
	 	 	Loss means loss, damage, liability, charge, expense or cost (including all reasonable
legal and other professional costs on a full indemnity basis) of any nature or kind.
	 
	 	 	Minimum Subscription Amount means A$70,000,000.
	 
	 	 	Prospectus means the prospectus to be issued by the Company with respect to the Initial
Public Offering.





Interpretation





	10.1.1	 	In the interpretation of this Agreement, the following provisions apply unless the context
otherwise requires:






	 	(a)	 	headings are inserted for convenience only and do not affect the
interpretation of this Agreement;
	 
	 	(b)	 	a reference in this Agreement to a business day means a day other than a
Saturday or Sunday on which banks are open for business generally in Sydney,
Australia;
	 
	 	(c)	 	if the day on which any act, matter or thing is to be done under this
Agreement is not a business day, the act, matter or thing must be done on the next
business day;
	 
	 	(d)	 	a reference in this Agreement to any law, legislation or legislative
provision includes any statutory modification, amendment or re-enactment, and any
subordinate legislation or regulations issued under that legislation or legislative
provision;
	 
	 	(e)	 	a reference in this Agreement to any agreement or document is to that
agreement or document as amended, novated, supplemented or replaced;
	 
	 	(f)	 	a reference to a clause, part, schedule or attachment is a reference to a
clause, part, schedule or attachment of or to this Agreement;
	 
	 	(g)	 	an expression importing a natural person includes any company, trust,
partnership, joint venture, association, body corporate or governmental agency;





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	 	Escrow Deed







	 	(h)	 	a word which denotes the singular also denotes the plural, a word which
denotes the plural also denotes the singular, and a reference to any gender also
denotes the other genders; and
	 
	 	(i)	 	a reference to the word ‘include’ or ‘including’ is to be construed
without limitation.





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	 	Escrow Deed






Execution and date



Executed as a deed.



Date:




	 	 	 	 	 	 	 

	Executed by REVA Medical, Inc acting by the

following persons or, if the seal is affixed,

witnessed by the following persons:	 	 	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of authorised officer

	 	 	 	Signature of authorised officer	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of authorised officer (print)

	 	 	 	Name of authorised officer (print)	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Executed by Computershare Investor

Services Pty Limited acting by the following

persons or, if the seal is affixed, witnessed by

the following persons:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	Signature of director/ secretary	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	Name of director/secretary (print)	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 





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	 	Escrow Deed






Schedule 1




Form of Written Notice




	From:	 	REVA Medical, Inc (REVA)
	 
	To:	 	Computershare Investor Services Pty Limited (Computershare)





Written Notice pursuant to clause 2 of the escrow deed between REVA and Computershare (Escrow Deed)



Capitalised words used in this notice but not defined have the same meaning as in the Escrow Deed.



[Delete as applicable]



In accordance with clause 2 of the Escrow Deed REVA hereby confirms:





	 	(a)	 	the Minimum Subscription Amount has been received into the Escrow
Account; and
	 
	 	(b)	 	ASX has granted permission for quotation of the CDIs issued under the
Initial Public Offering subject only to customary quotation conditions; and
	 
	 	(c)	 	the CDIs to be issued under the Initial Public Offering have been
allotted by the Company.




[or]





	 	(a)	 	the Initial Public Offering has been withdrawn; or
	 
	 	(b)	 	the Minimum Subscription Amount has not been received by the Escrow Agent
and/or approval for permission for quotation of the CDIs issued under the Initial
Public Offering subject only to customary quotation conditions has not been received
by [12 January 2010].




Date:




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	 	Escrow Deed






	 	 	 	 	 	 	 

	Executed by REVA Medical, Inc acting by the

following persons or, if the seal is affixed,

witnessed by the following persons:	 	 	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of authorised officer

	 	 	 	Signature of authorised officer	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of authorised officer (print)

	 	 	 	Name of authorised officer (print)	 	 







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