Exhibit 10.1


 


Dated the 21  day of December  2009


 


 


(1) THE PARTIES NAMED IN
SCHEDULE 1


 


(2) MOCON, INC


 


(3) ENTERPRISE IRELAND


 


(4) GLANBIA ENTERPRISE FUND
LIMITED


 


- AND —


 


(5) LUXCEL BIOSCIENCES LIMITED


 






 


SUBSCRIPTION AND

SHAREHOLDERS AGREEMENT


 






 


 


WHITNEYMOORE,

WILTON PARK HOUSE,

WILTON PLACE,

DUBLIN 2


 

















 


 


THIS AGREEMENT is made on the 21day of December 2009


 


BETWEEN


 


(1)           THE PARTIES NAMED IN SCHEDULE 1 (hereinafter together
called the “Existing Shareholders” which
expression shall where the context so admits or requires include their
respective successors and assigns);


 


(2)           MOCON, INC. having its registered
office at 7500 Boone Avenue North, Minneapolis. MN 55428 USA (hereinafter
called “MOCON” which expression
shall where the context so admits or requires include its successors and
assigns);


 


(3)           ENTERPRISE
IRELAND having
its registered office at The Plaza, East Point Business Park, Dublin 3;


 


(4)           GLANBIA ENTERPRISE FUND LIMITED having its registered
office at Longboat 56 Sir John Rogerson Quay
Dublin 2 (hereinafter called the “Fund” and which expression shall where the
context so admits or requires include its successors and assigns); and


 


(5)           LUXCEL
BIOSCIENCES LIMITED having its registered office at c/o
WhitneyMoore, Wilton
Park House, Wilton Place, Dublin 2 (hereinafter called the “Company”).


 


WHEREAS:-


 


A.            The Company is a private limited
company and was incorporated in Ireland on 20 February 2002 under the Companies
Act 1963 to 2001 with registered number 353529 and now has an authorised share
capital of €2,200,000 divided into 10,000,000 Ordinary Shares of €0.01 each,
2,000,000 Preferred Ordinary Shares of €1.00 each and 10,000,000 A Preferred
Ordinary Shares of €0.01 each of which 5,476,921 Ordinary Shares of €0.01 each,
719,601 Preferred Ordinary Shares of €1.00 each and 200,000 A Preferred
Ordinary Shares of €0.01 have been issued and are fully paid up.


 


B.            The Company is desirous of obtaining
funding to facilitate expansion and MOCON and Enterprise Ireland have agreed to
subscribe for new shares in the capital of the Company upon and subject to the
terms and conditions hereinafter appearing.


 


C.            Immediately after Completion and EI
Completion (as hereinafter defined) the entire issued share capital of the
Company shall be held as set out Schedule 2.


 


D.            The parties hereto have accordingly
agreed to enter into this Agreement for the purposes of providing for the said subscription and
also for the purpose of regulating the future conduct of the Company and of
regulating their relationship as the holders of the entire issued share capital
of the Company.


 


E.             The Company has agreed with the
Shareholders that it will comply with the terms and conditions of this
Agreement insofar as they relate to the Company.


 


NOW IT
IS HEREBY AGREED as
follows:


 

















 


1.             INTERPRETATION


 


1.1           Definitions


 


In
this Agreement (which expression shall be deemed to include the Schedules
hereto):-


 


“A Preferred Ordinary Shares” means the A Preferred Ordinary Redeemable
Shares of €0.01 each in the Company having the rights and subject to the
conditions as set out in the Articles;


 


“Accounts” means the audited balance sheet and profit and loss
account of the Company for the year ended 31 December 2008 and the
unaudited balance sheet and profit and loss account for the Company for the
nine month period ended 30 September 2009;


 


“Agreed Form” means in relation in a
form as agreed between the Company and MOCON;


 


“Articles” means the articles of
association of the Company and adopted by written resolution of the
Shareholders on the Completion Date;


 


“Auditors” means the auditors from time to time of the Company;


 


“Balance Sheet Date” means 31 December 2008;


 


“Board” means the board of Directors
of the Company from time to time;


 


“Business” means the sale and
supply of and such other business as the Directors may from time to time
determine.


 


“Business Day” means a day (other than
a Saturday or Sunday) on which banks are open for ordinary banking business in
Dublin;


 


“Certificate” means a certificate
furnished by a third party in the form set out in the Schedule 6;


 


“Companies Acts” means the Companies Acts, 1963 to 2009 of Ireland;


 


“Completion” means completion of the matters relating to the
subscription for the Subscription Shares on the Completion Date hereunder
pursuant to Clause 2;


 


“Completion Date” means the 15 day of
January, 2010;


 


“Deed of
Adherence” means
a deed substantially in the form given in Schedule 4;


 

















 


“Directors” means the directors of
the Company from time to time;


 


“Disclosure Letter” means the Disclosure Letter addressed by the Company
to MOCON and EI substantially in the form initialed by MOCON, EI and the
Company;


 


“Eligible Activity” means the production of products for export or
products of an advanced technological nature for supply to internationally
trading or skilled sub-supply firms within the State or products for sectors of
the Irish market that are subject to international competition, such production
comprising part of the project; or an activity covered by the Industrial
Development (Service Industries) Order, 2003 (including any amendment or
variation of this Order);


 


“Encumbrance” means any interest or equity of any person (including,
without prejudice to the generality of the foregoing, any right to acquire,
option or right of pre-emption) or any mortgage, charge, (including any charge
for the payment of any tax) pledge, lien, assignment, hypothecation, security
interest, title retention or any other security agreement or arrangement;


 


“EI” means Enterprise Ireland
having its registered office at Glasnevin Hill, Dublin 9, which expression
shall where the context so admits or requires include its successors and
assigns;


 


“EI Completion” means completion of the
matters relating to the subscription for the EI Subscription Shares on the
Completion Date pursuant to Clause 3;


 


“EI Subscription Monies” means €500,000, being
the total amount to be subscribed by EI for the EI Subscription Shares;


 


“EI Subscription Shares” means the 250,000 A
Preferred Ordinary Shares to be subscribed for by EI pursuant to Clause 3 at a
price of €2.00 per A Preferred Share;


 


“Group”
means,
in respect of a company, the company itself, each and any of the Subsidiaries
and any company that is a holding company or a wholly owned subsidiary of such
companies;


 


“Intellectual
Property” means
and includes all copyright, patents, trade marks, service marks, trade secrets,
know-how and rights (registered or unregistered) in any designs, applications
for any of the foregoing; trade or business names; innovations, inventions
whether or not capable of protection by patent or registration, registered
design and topography rights; know-how, including data specifications, drawings
and instructions; secret formulae and processes; lists of website members and
users and other confidential and proprietary knowledge and information; rights
protecting goodwill and reputation; database rights and rights under licences
and consents in relation to such things, rights in the nature of unfair
competition rights, and rights to sue for passing off and all rights or forms
of protection of a similar nature to any of the foregoing or having equivalent
effect anywhere in the world;


 

















 


“Issued
Share Capital” means
5,476,921 Ordinary Shares of €0.01 each, 719,601
Preferred
Ordinary Shares of €1.00 each and 200,000 A Preferred Ordinary Shares of €0.01
in the Company;


 


“Market
Price” shall
be such sum as the Auditors shall certify to be in their opinion the fair value
of the Sale Shares (as hereinafter defined) as between a willing buyer and a
willing seller contracting at arm’s length terms having regard to the fair
value of the Company as a going concern as determined by the Auditors at the
beginning of the financial period in which the event occurs but without taking
into account (if it is the case) that such Sale Shares represent a minority
interest in the Company. In certifying such opinion, the Auditors shall be
deemed to act as experts and not as arbitrators;


 


“Ordinary Shares” means the Ordinary
Shares of €0.01 each in the Company having the rights and subject to the
conditions as set out in the Articles;


 


“Preferred
Ordinary Shares” means
Preferred Ordinary Redeemable Shares of €1.00 each in the Company having the rights
and subject to the conditions as set out in the Articles;


 


“Project” the development of
sensors and instrumentation for food packaging, food safety and Pharmaceutical
Research and Development;


 


“Project Duration Period” from 6th October 2009 to Expenditure Completion
Date as outlined in Clause 3.3 hereof;


 


“Shares”
means
all or any of the Ordinary Shares, Preferred Ordinary Shares and A Preferred
Ordinary Shares in the capital of the Company having the rights and subject to
the conditions as set out in the Articles;


 


“Share
Capital Certificate” a
certificate furnished by the Company Secretary immediately prior to EI
Completion (including details of the shareholding of all holders of shares in
the Company) certifying the authorised and issued share capital of the Company
immediately prior to Enterprise Ireland’s investment;


 


“Shareholders”
means
each of the Existing Shareholders, MOCON, the Fund, EI (for as long as they
each hold Shares) or any other holders from time to time of the Shares;


 


“Share Sale Completion” means completion of the
sale and purchase of the Sale Share in accordance with Clause 4.5 of this
Agreement on the Completion Date;


 


“Subscription Monies” means €2,247,500, being the total amount to be
subscribed by MOCON for the Subscription Shares;


 


“Subscription Shares” means the 1,249,999 A Preferred Ordinary Shares to be
subscribed for by MOCON pursuant to Clause 2;


 


“Subsidiaries” means the subsidiaries (if any) of the Company for the
time being as such term is defined in Section 155 of the Companies Act,
1963;


 

















 


“Warrant Instrument” means the warrant instrument in the form initialled by
MOCON and the Company to be executed by the Company at Completion;


 


“Warranties” means the warranties set out in Schedule
3.


 


1.2           Statutes


 


Any
reference to any statute, statutory provision, order, regulation or treaty
shall be deemed to include any statute, statutory provision, order, regulation
or treaty which amends, extends, consolidates or replaces the same (whether
before or after the date of this Agreement), or which has been amended,
extended, consolidated or replaced by the same and shall include any orders,
regulations, instruments or other subordinate legislation made thereunder.


 


1.3           Construction
of certain references


 


1.3.1        Words such as “hereunder”, “hereto”, “hereof”
and “herein” and other words commencing with “here” shall, unless the context
clearly indicates the contrary, refer to the whole of this Agreement and not to
any particular Clause, Sub- Clause, paragraph or sub-paragraph hereof.


 


1.3.2        References to Clauses and Schedules are
references to the clauses of and schedules to this Agreement, references to
Sub-Clauses or paragraphs are, unless otherwise stated, references to
Sub-Clauses of the Clause or paragraphs of the Schedule in which the reference
is contained.


 


1.3.3        References to any document being in “agreed
terms” are to that document in the form signed by or on behalf of the parties
for identification only.


 


1.3.4        References to the “Company” shall where
the context so permits, be deemed to include any subsidiary of the Company (as
such term is defined in Section 155 of the Companies Act, 1963 as
amended).


 


1.3.5        References to persons shall include
bodies corporate, partnerships and unincorporated associations.


 


1.3.6        References to a person shall include his
successor(s), legal personal representative(s) and permitted assign(s).


 


1.3.7        References
to the parties shall be to the parties to this Agreement.


 


1.4           Schedules


 


Each
of the Schedules to this Agreement shall form part of the Agreement and
references to this Agreement shall include the Schedules hereto.


 
















 


1.5           Headings


 


The headings to the Clauses and Sub-Clauses of this
Agreement are inserted for convenience of reference only and shall not form
part of or affect the construction or interpretation of any provision of this
Agreement.


 


1.6           Number, Gender


 


Unless the context otherwise requires, words
importing the singular number shall include the plural number and vice versa
and words importing persons shall include corporations. References to any one
gender shall include every other gender.


 


1.7           Agreement not to be construed contra proferentem


 


This Agreement shall be construed as one that has
been drafted jointly by the parties and no provision hereof shall be construed so
as to favour one party as against another by reason
that it was put forward by such other.


 


IN CONSIDERATION OF the mutual covenants and
undertakings herein set out the parties to this Agreement have granted the
rights and accepted the obligations hereinafter appearing.


 


2.             SUBSCRIPTION
FOR THE SUBSCRIPTION SHARES


 


2.1           On the said terms and
subject to the conditions of this Agreement, at Completion MOCON
shall, in reliance upon the Warranties, make application to the Company for and
the Company shall, against receipt of the Subscription Monies, allot and issue
the Subscription Shares to MOCON (or its nominee).


 


2.2           MOCON shall not be
obliged to subscribe for any of the Subscription Shares unless the subscription
for all the Subscription Shares is completed simultaneously in accordance with
the provisions of this Agreement.


 


2.3.          Each of the Existing
Shareholders, EI and the Fund hereby waives any and
all pre-emption rights which he may have in relation to the subscription for
and the allotment and issue of the Subscription Shares and the issue of the
warrants to MOCON pursuant to the Warrant Instrument
provided for hereunder, and the issue of any shares of the Company upon
exercise of such warrants, whether arising under the Articles of Association of
the Company or otherwise, and each of the Existing Shareholders, EI and the Fund hereby agree to vote in favour
of the resolution to adopt the Articles.


 


2.4.          Completion of the
subscription by MOCON shall take place by the electronic
exchange of signatures on the Completion Date and at Completion:


 


2.4.1.       MOCON shall pay the
Subscription Monies to the Company in respect of the Subscription Shares;


 


2.4.2.        the Existing Shareholders, EI and the Fund shall procure (insofar as is within their
respective powers of procurement) that a meeting of the Board is held at
which:-


 

















 


(i)              the completion of this
Agreement by the Company is approved  and authorised;


 


(ii)           the application for the
Subscription Shares by MOCON is  accepted and
the Subscription Shares allotted and issued to MOCON
(and/or its nominee);


 


(iii)          such person as MOCON may nominate is appointed as a  director of the
Company with immediate effect; and


 


(iv)          the execution by the Company
of the Warrant Instrument is  approved.


 


2.4.3        the Existing Shareholders, EI and the Fund shall ensure (as is in within their
respective powers of procurement) that MOCON’s name
(and/or that of its nominee) is entered in the register of members of the
Company as a registered holder of the Subscription Shares credited as fully
paid against receipt of the Subscription Monies and that duly sealed share
certificates are issued and delivered to MOCON (or
its nominee) in respect of the Subscription Shares.


 


2.4.4        The Company shall deliver
the Disclosure Letter to MOCON. 


 


3.             SUBSCRIPTION
FOR THE EI SUBSCRIPTION SHARES


 


3.1           Pre EI Completion Obligations


 


Prior to EI Completion,
the Shareholders (as at the date hereof) shall procure the following:


 


3.1.1        that the Articles
be adopted by the Company either by the passing of the appropriate resolutions
at an extraordinary general meeting of the Company or by way of written resolution
(where the Company’s articles of association so allow).


 


3.1.2        that the Company
furnishes to EI an up to date Tax Clearance
Certificate from the Revenue Commissioners;


 


3.1.3        that the Company
furnishes to EI a Share Capital Certificate; and


 


3.1.4        that the Company furnishes
evidence satisfactory to EI (Environmental,
Industrial and Lifesciences Division) that the
Subscription Monies have been invested in the Company by MOCON
for A Preferred Ordinary Shares.


 


3.2           EI Completion Obligations


 


Forthwith upon the conclusion of the extraordinary
general meeting at which the resolutions referred to in clause 3.1.1 are
adopted or the passing of written resolution(s) (where applicable) and
subject to compliance with the other obligations


 

















 


set out in clause
3.1, on the Completion Date:


 


3.2.1        in reliance on
the Warranties and other covenants and undertakings in this Agreement, EI shall subscribe in cash for the EI
Subscription Shares and shall pay the EI Subscription
Monies by way of cheque to the Company;


 


3.2.2        the Existing Shareholders, EI, the Fund and MOCON shall
procure (insofar as is within their powers of procurement) that a meeting of
the Board is held at which the application for the EI
Subscription Shares by EI is accepted and the EI Subscription Shares be allotted and issued to EI


 


3.2.3        the Register of
Members of the Company shall be written up to reflect the allotment of the EI Subscription Shares;


 


3.2.4        the Company shall
submit to EI a Certificate; and 


 


3.2.5        the Company shall deliver the
Disclosure Letter to EI.


 


3.3           Post
Completion Obligations


 


The Company shall use the Subscription Monies and
incur the expenditure as detailed below solely for the purposes of the
Projects, and in accordance with the Seventh Schedule hereof:


 


	
  Purpose
  of

  	
   

  	
  Expenditure
  Completion

  	
   

  	
  Amount
  of

  	
   

  
	
  Expenditure

  	
   

  	
  Date

  	
   

  	
  Expenditure

  	
   

  
	
  Research and Development Expenditure

  	
   

  	
  31st January 2013

  	
   

  	
  €

  	
  1,240,000

  	
   

  
							



 


3.4           Cancellation
of Grant Balances


 


The Company acknowledges that the following
outstanding equity and grant balances previously approved by EI are cancelled:


 


	
  Project

  Number

  	
   

  	
  Grant

  Type

  	
   

  	
  Date

  Approved

  	
   

  	
  Amount

  Approved

  	
   

  	
  Amount

  Paid

  	
   

  	
  Amount

  Cancelled

  	
   

  
	
  137949

  	
   

  	
  Equity

  	
   

  	
  30/07/2006

  	
   

  	
  €

  	
  299,700

  	
   

  	
  €

  	
  199,800

  	
   

  	
  €

  	
  99,900

  	
   

  
	
  1332932

  	
   

  	
  Category 1

  	
   

  	
  06/02/2004

  	
   

  	
  €

  	
  1,300

  	
   

  	
  €

  	
  0

  	
   

  	
  €

  	
  1,300

  	
   

  



 


3.5           Waiver of
Pre-Emption


 


Each of the Shareholders hereby irrevocably waives
any pre-emption rights he or it may have pursuant to Clause 11 or otherwise
under the Articles or by law or howsoever arising in relation to the allotment
of the EI Subscription Shares to EI
pursuant to Clause 3.2 hereof.


 

















 


4.             REDEMPTION
OF THE FUND SHARES


 


4.1           On the Completion Date the
Company shall upon receipt by it of the Subscription Monies and EI Subscription Monies redeem


 


4.1.1        all of the Preferred Ordinary Shares in the Company
held by the Fund, being 300,000 Preferred Ordinary Shares of €1.00 each for the
sum of €1.00 per Preferred Ordinary Share ;and


 


4.1.2        199,999 A Preferred Ordinary Shares of €0.01 each in
the share capital of the Company held by the Fund for the sum of €1.00 per A
Preferred Ordinary Share;


 


being an aggregate
sum of €499,999. It was noted that the proceeds of the subscriptions hereunder
be utilised for the redemption of the shares.


 


4.2           Upon (and subject to)
redemption of the Fund’s Shares in accordance with Clause 4.1 of this
Agreement, the Fund shall sell free from all liens charges and encumbrances and
together with all rights attaching thereto and MOCON
shall purchase, in reliance on the warranties and representations of the Fund
set out in Clause 4.4 the one (1) A Preferred Ordinary Share of €0.01 (the
“Sale Share”) held by the Fund in the Company for a consideration of €250,000.


 


4.3           Each of the Existing
Shareholders, EI and MOCON
hereby waive any pre-emption rights he or she may have in relation to the Sale
Share, whether conferred by the Company’s Articles of Association or otherwise.


 


4.4           The Fund represents and
warrants to MOCON that on Share Sale Completion;


 


4.4.1        it is the legal
and beneficial holder of the Sale Share and the Sale Share has been fully paid
up;


 


4.4.2        no person has the right
(whether actual or contingent) to call for the transfer of the Sale Share under
any option or other agreement, arrangement or commitment and no person has
claimed to be entitled to any of the foregoing;


 


4.4.3        there is no Encumbrance over
or affecting the Sale Share; there is no agreement, arrangement or commitment
whatsoever to give, grant or create such Encumbrance; and no claim has been
made or threatened by any person to be entitled to any such Encumbrance; and


 


4.4.4        it has full power
and authority to enter into and perform this Agreement and to comply with her
obligations under this Agreement, and this Agreement constitutes a valid,
legally binding and enforceable obligation on the Fund in accordance with its
terms.


 


4.5           At Share Sale Completion ;


 


4.5.1 the Fund shall deliver
to MOCON a duly executed transfer of the Sale Share
in


 

















 


favour of MOCON or its nominee together with the relative share
certificate (or in the absence of a share certificate an indemnity in lieu
thereof in terms satisfactory to the MOCON);


 


4.5.2        MOCON shall deliver
to the Fund’s solicitors a bank draft for the sum of €250,000; and


 


4.5.3        the parties hereto
shall procure the passing of a resolution of the board of directors of the
Company agreeing to register the transfer of the Sale Share, subject only to
due stamping.


 


4.6           On the issue of the
Subscription Shares to MOCON pursuant to Clause 2,
the EI Subscription Shares to EI
pursuant to Clause 3 and the redemption of the shares held in the Company by
the Fund pursuant to Clause 4.1, and the transfer of the Sale Share pursuant to
Clause 4.2 the entire issued share capital of the Company shall be as set out
in Schedule 5.


 


5.             WARRANTIES


 


5.1          Warranties
and Undertakings


 


The Company hereby warrants to MOCON
and EI in relation to the Company as at Completion
and EI Completion respectively in accordance with the
terms set out in Schedule 3.


 


5.2          Effect
of Completion


 


The warranties, representations and undertakings
given hereunder or pursuant hereto shall not in any respect be extinguished or
affected by Completion.


 


5.3          Disclosure


 


The Warranties shall be qualified by reference to
those matters disclosed in the Disclosure Letter and not otherwise.


 


5.4          Limitation
on Liability under the Warranties


 


5.4.1        The liability of the Company
(if any) under the Warranties shall be limited in accordance with the following
provisions of this Clause, notwithstanding any other provisions of this
Agreement and where any such other provision appears to be in conflict or
inconsistent with this Clause, the provisions of this Clause shall prevail.


 


5.4.2        The liability of the Company
(if any) in respect of all claims under the Warranties (save for claims of
fraud or intentional misrepresentation) shall cease on (i) the
second anniversary of the Completion Date with respect to the Warranties set
forth in Sections 2-7 on Schedule 3 and (ii) the applicable statutes of
limitation with respect to the Warranties set forth in Section 1 on
Schedule 3; in each case save as regards any alleged breach of any of the
Warranties in respect of which notice in writing shall have been served on the
Company on or prior to the applicable date.


 
















 


5.4.3        The
maximum liability to be borne by the Company to MOCON pursuant to the
Warranties shall be (i) €250,000 with respect to the Warranties set forth
in Sections 2-6 on Schedule 3 and (ii) the Subscription Monies with
respect to the Warranties set forth in Section 1 and Section 7 on
Schedule 3;


 


5.4.4        The
maximum liability to be borne by the Company to EI pursuant to the Warranties
shall be (i) €50,000 with respect to the Warranties set forth in Sections
2-6 on Schedule 3 and (ii) the EI Subscription Monies with respect to the
Warranties set forth in Section 1 and Section 7 on Schedule 3;


 


5.4.5        The Company shall not be
liable in respect of any claim under the Warranties where the amount of such
claim does not exceed €5,000.


 


5.4.6        The Company shall not be
liable on foot of a claim for breach of any of the Warranties which:


 


5.4.6.1     arises out of or is
increased as a result of the enactment of any primary or subordinate
legislation not in force on the Completion Date or the withdrawal or change
with retrospective effect in any regulation of any relevant agency or
regulatory body or alteration after the Completion Date with retrospective
effect of any published extra statutory concession of a general nature made by
any fiscal authority and currently in operation;


 


5.4.6.2     to the extent that the
Company recovers compensation for the loss or damage suffered by it arising out
of such claim under the terms of any insurance policy for the time being in
force less any increase in the premium payable by the Company in respect of
insurance arising as a consequence; or


 


5.4.6.3     to the extent that the
matter to which the claim relates has been disclosed in the Disclosure Letter.


 


5.4.7        None
of the foregoing limitations on liability shall apply in respect of any loss arising
from any breach of any of the Warranties where the breach or non disclosure of
the breach, or any delay in disclosure of the breach (or in each such case, the
facts giving rise thereto) is or was wholly or partly in consequence of fraud,
wilful misconduct or wilful concealment on the part of the Company.


 


6.             INFORMATION


 


6.1           The
Company shall keep EI informed of the progress of the business of the Company
and shall furnish EI (whenever so required) with such reasonable particulars of
any matters relating to the activities of the Company and without prejudice to
the generality of the foregoing shall submit Quarterly Management and Annual
Audited Accounts satisfactory to EI (Environmental, Industrial and Lifesciences
Division) within three and six months respectively from the end of the relevant
financial periods;


 

















 


6.2           The Company shall
furnish to EI (whenever so required) information on its sales,
exports, employment and added value for the purpose of surveys which EI may
conduct or participate in from time to time;


 


6.3           The Company shall permit
the officers and agents of EI to validate the expenditure
incurred by the Company in respect of the Projects as set out in Clause 3.3 at
all reasonable times during the Project Duration Period and shall furnish to EI
promptly (whenever so required by EI) all such information and documentary
evidence as EI may from time to time reasonably require to vouch compliance by
the Company with any of the terms and conditions of the Fifth Schedule hereof;


 


6.4           The Company acknowledges
the right of EI to consult with relevant third parties
to obtain any information it requires relating to the affairs of the Company
prior to the validation of expenditure incurred by the Company in respect of
the Projects as set out in Clause 3.3 and to invalidate expenditure in the
event of such information being unsatisfactory to EI. The Company hereby
undertake to instruct such third parties to furnish any such information to EI
on request;


 


6.5           The Company agrees to
permit the personnel of EI and Irish Government to have
reasonable access to the premises, personnel and records of the Company in
relation to the Projects during the normal business hours of the Company.


 


7.           RESTRICTED TRANSACTIONS


 


Each of the Shareholders hereby covenant and
undertake with Enterprise Ireland for so long as Enterprise Ireland hold any
shares in the capital of the Company that he will at all times (save as may be
required by law) exercise all voting and other rights and powers available to
him from time to time so as to procure (insofar as lies within his power of
procurement either individually or collectively) that any action undertaken by
the Company shall be done in the ordinary course of business and in
contemplation of directly benefiting the Company and that the Company shall not
without the prior written consent of Enterprise Ireland (which consent shall
not be unreasonably withheld):


 


(i)            cease
to carry on an Eligible Activity; or


 


(ii)           redeem any of the
Preferred Ordinary Shares or the A Preferred Ordinary Shares
held by Enterprise Ireland.


 


6.           DRAG ALONG
RIGHTS


 


Each
of the Shareholders hereby covenant with and undertake to the other
Shareholders and each other that in the event that a bona fide offer (an “Offer”) is made by any person (the “Purchaser”) to the holders of not less than 70%
of the


 

















 


issued share capital of
the Company for the time being (the “Recipients”) to acquire all of the Shares of the
holders:


 


(i)            The
Recipients shall immediately notify the other Shareholders of such Offer (but any decision as to the acceptability
of the Offer shall be a matter for the Recipients only).


 


(ii)           If such Offer is in
terms acceptable to the holders of not less than 70% of the issued
share capital of the Company for the time being they shall have the option to
require the other Shareholders to transfer all their Shares to the Purchaser,
or as the Purchaser directs, at the same time and on conditions no less
favourable, including as to the price, as the terms offered to those selling
Shareholders, by giving notice in writing to that effect to such Shareholders.
It is hereby agreed between the parties hereto that neither EI nor MOCON shall
be required to give any warranties or indemnities in connection with such sale
other than warranties with respect to the title they hold to any shares being
sold pursuant to this clause and their capacity to enter into any agreements
required to be entered into pursuant to this clause.


 


9.             TRANSFERS
OF SHARES


 


9.1           None of the Shareholders
shall dispose of any interest in or create any Encumbrance over
any of his Shares except by a transfer of the entire legal or beneficial
interest therein to a transferee in accordance with the terms of clause 11 of
this Agreement except that MOCON may grant to a bona-fide lender a security interest
in its Shares as part of a grant of a blanket security interest in all of its
assets; provided, however, that prior to granting such a security interest
MOCON will disclose to the secured party that the Shares are subject to the
provisions of this Agreement.


 


9.2           The parties hereto shall
procure that before any person (other than a person who is already
a Shareholder) is registered as a holder of any share in the Company such
person shall enter into a Deed of Adherence covenanting with the parties to
this Agreement from time to time to observe, perform and be bound by all the
terms of this Agreement which are capable of applying to such person and which
have not then been performed. The Company shall not register any such person as
the holder of any share until such a Deed of Adherence has been executed. Upon
being so registered that person shall be deemed to be a party to this
Agreement.


 


9.3           The
Company shall not register any transfer made in breach of Clauses 9.1 or 9.2 and
the shares comprised in any transfer so made shall carry no rights whatsoever
unless and until, in each case, the breach is rectified.


 


9.4           The
Shareholders shall procure that the Directors shall not refuse to register any transfer
of a share which is permitted under this Agreement.


 

















 


10.          PERMITTED TRANSFERS


 


10.1         The pre-emption rights in Clause 11 shall not apply
to any transfer of shares in the Company pursuant to Clauses 10.2.


 


10.2         Any
Share may be transferred by any Shareholder being a company to a member of the
same Group as the transferor company. If the transferor company ceases to be
associated with or a member of the same Group of companies as the transferee
company, the transferee company shall be deemed to have given a Transfer Notice
(as hereinafter defined) immediately prior to that event in respect of all
Shares transferred to it unless it re-transfers the shares to the transferor
company. A corporate member may transfer any Shares held by it to a company
formed to acquire the whole or a substantial part of its undertaking and assets
as part of a scheme of amalgamation or reconstruction.


 


11.          PRE-EMPTION RIGHTS ON
TRANSFER


 


11.1         Subject
to Clauses 9.1 and 10, every Shareholder who desires to transfer any interest
legal or equitable in any Share (hereinafter called the “Vendor”)  shall
give to the Company notice in writing (hereinafter called a “Transfer Notice”)  specifying
the Shares it wishes to sell (hereinafter called the “Sale Shares”)  and
the price per share (except where the Transfer Notice is served pursuant to
Clauses 11.10 or 11.11 below) (the “Sale Price”)  at
which it wishes to sell them. The Vendor shall at the same time deposit with
the Company the share certificate(s) in respect of the Sale Shares.
Subject as hereinafter mentioned any such Transfer Notice shall constitute the
Company the agent of the Vendor for the sale of the Sale Shares in one or more
lots at the discretion of the Directors to the Shareholders other than the
Vendor at the Sale Price.


 


11.2         The
Company shall within 5 days of the giving of the Transfer Notice by notice in
writing inform each Shareholder other than the Vendor of the number of the Sale
Shares and of the Sale Price and invite each such Shareholder to apply in
writing to the Company within 60 days of the date on which such notice is given
(which date shall be specified therein) for such maximum number of the Sale
Shares (being all or any thereof) as it shall specify in such application.


 


11.3         If
the Shareholders shall within the said period of 60 days apply for all of the
Sale Shares the Directors shall allocate the Sale Shares (or so many of them as
shall be applied for as the case may be) to or amongst the applicants and in
case of competition to the Shareholders pro rata (as nearly as practicable in
the discretion of the Directors) according to the total number of Shares of
which they are registered or unconditionally entitled to be registered as owner
PROVIDED HOWEVER that
no applicant shall be obliged to take more than the maximum number of the Sale
Shares specified by such applicant.


 


11.4         Forthwith
upon any allocation pursuant to Clause 11.3 and in any event within 70 days of
the giving of the notice referred to in Clause 11.2 the Company shall give
notice of such allocation(s) (hereinafter in this Clause called an “Allocation Notice”)  to
the Vendor and the persons to whom the Sale Shares shall have been allocated
and shall specify in such notice the place and time (being not earlier than 30
and not later than 40 days after the date of the giving of the Allocation
Notice) at which the sale of the Sale Shares so allocated shall be completed.


 

















 


11.5         If
the Transfer Notice shall state that the intending transferor is willing to
transfer part only of the Sale Shares, no allocation shall be made unless all
the Sale Shares are allocated.


 


11.6         The
Vendor shall be bound to transfer the Sale Shares comprised in an Allocation
Notice to the purchasers named therein at the time and place therein specified
against payment of the Sale Price and if the Vendor shall fail to do so the
Chairman of the Company or some other person appointed by the Directors shall
be deemed to have been appointed attorney of the Vendor, with full power to
execute, complete and deliver, in the name and on behalf of the Vendor,
transfers of such of the Sale Shares to the purchasers thereof against payment
to the Company of the Sale Price in respect of each of the Sale Shares.


 


11.7         Each
of the purchasers on payment of the Sale Price to the Company in respect of
each of the Sale Shares so transferred to it shall be deemed to have obtained a
good quittance for such payment and on execution and delivery of the said
transfers each of such purchasers shall be entitled subject to such share
transfers being duly stamped to insist upon its name being entered in the
register of members of the Company as the holder by transfer of such of the
Sale Shares as shall have been transferred to it. The Company shall forthwith
pay any such amount received by it hereunder into a separate bank account in
the name of the Company and shall hold any such amount in trust for the Vendor.


 


11.8         If
the Directors do not dispose of the Sale Shares in accordance with the
foregoing provisions of this Clause 9 they shall so notify the Vendor forthwith
after the expiration of the period of 60 days referred to in Clause 11.2.
During the period of 90 days next following the giving of such notice the
Vendor shall be at liberty to transfer to any person and for any consideration
(not being less than the Sale Price) any of the Sale Shares not allocated by the
Directors in an Allocation Notice so long as the transferee complies with the
provisions of Clause 9.2.


 


11.9         With the consent in writing
of all of the Shareholders for the time being the provisions of this Clause 11
may be waived in whole or in part in any particular case.


 


11.10       11.10.1                  If any Shareholder:-


 


(a)                                  being an
individual shall die, become bankrupt or enter into any composition or
arrangement with its creditors generally;


 


(b)                                 being a
corporate member shall enter into liquidation (other than a voluntary
liquidation for the purpose of a reconstruction or amalgamation while solvent);
and/or


 


(c)                                       commits any material breach
of this Agreement as determined pursuant to Clause 11.12


 


such Shareholder, his personal representatives or
liquidator as the case may be shall be bound and/or deemed to give a Transfer
Notice in respect of all of the shares held.


 
















 


11.10.2          The
Sale Price of the Sale Shares subject of a Transfer Notice given or deemed to be
given pursuant to Clause 11.10.1 shall be the Market Price of the Sale Shares.


 


11.10.3          Following
service of such a deemed Transfer Notice pursuant to Clause 11.10
references in this Clause 11 to the “Vendor” shall be construed as references
to the personal representatives or liquidator of the Shareholder as the case
may be.


 


11.11                     In a case where a Transfer Notice has been duly
required to be given in respect of any Shares and such Transfer Notice is not
duly given within a period of one week, such Transfer Notice shall be deemed to
have been given at the expiry of the said period or, if later, the date when
the Company first learns of the terms of the applicable transfer, and the
provisions of this Clause 11 relating to Transfer Notices shall take effect
accordingly.


 


11.12                     In the event of a claim by a Shareholder (the “Non Breaching Shareholder”)  that
another Shareholder (the “Relevant Shareholder”)  shall
be in material breach of the Agreement:-


 


11.12.1          the
Non Breaching Shareholder shall notify in writing the Relevant Shareholder who
shall, where the breach alleged is capable of remedy, be allowed 45 days from
service of the notice in which to remedy the alleged material breach; and


 


11.12.2          in
the event that the Relevant Shareholder shall not have remedied the alleged
material breach, the decision regarding whether the breach shall be a material
breach shall be referred without delay to an expert nominated by the President
from time to time of the Institute of Chartered Accountants of Ireland. Such
expert shall act as an expert and not as an arbitrator and his decision shall
be final and binding on the parties. All Shareholders shall cooperate with and
assist the expert in the event that the expert shall request information or
confirmation from the Shareholders. The cost of the expert shall be borne as
the expert shall direct.


 


12.                               TAG ALONG RIGHT


 


Each
of the Shareholders (other than EI) hereby covenant with and undertake to the
other Shareholders and each other that in the event of the
Shareholder(s) receiving an offer for the purchase of Shares which
together constitute more than 70% of the issued share capital of the Company for
the time being and wishing to accept such offer then notwithstanding any other
provision of this Agreement or anything contained in the articles of
association it shall procure that it shall be an express term of any such
agreement for the sale and purchase of the said shares or any of them, that the
holders of the remaining Shares in the Company shall have the option (for a
period of thirty days after receiving written notice of such offer) of selling
to the purchaser thereof at the same time and upon the same terms the same
proportion of the shares in the capital of the Company held as the proportion
being sold by such Shareholder who received the offer.


 

















 


13.                               PRE-EMPTION ON ALLOTMENT


 


No Shares in the Company will be allotted except as
follows:-


 


13.1                           the Shares shall be
offered for subscription to the Shareholders (or any nominee of the Shareholder
notified to the Company) in proportion to the number of Shares then
beneficially held by them respectively and in all respects upon the same terms
per share;


 


13.2                           such offers shall be
made by notice in writing to each Shareholder stating the total number of
Shares so offered, the number thereof offered to that member, the price per
share, the date for subscription and the date (being not less than 30 days after
the date upon which the notice is given) by which the offer, if not accepted,
will be deemed to have been rejected save as provided for in Clause 13.3;


 


13.3                           if any Shareholder
rejects any offer made to them pursuant to Clause 13.1, then such offer shall
be extended to the other Shareholders, who may within 14 days take up such
offer and if such offer is not accepted will be deemed rejected;


 


13.4                           any shares in respect of
which such an offer to a Shareholder is accepted shall be allotted on the basis
of such offer and such Shareholder will be obliged to subscribe accordingly;


 


13.5                           if the Shareholders
reject any offer made to them pursuant to Clause 13.3 then the Company may
procure that any other person so subscribes provided that such other person first
enters into an agreement with the Shareholders in such terms as the
Shareholders may reasonably require to preserve mutatis mutandis the rights and
obligations of the members under this Agreement; and


 


13.6                           the benefit of an offer to allot shares
or of the contract arising out of the acceptance thereof cannot be assigned or
transferred by the offeree.


 


14                                  THE BOARD AND
PROCEEDINGS OF DIRECTORS


 


14.1                           Each of Richard
Fernandes, Dmitri Papkovsky, the Fund and MOCON shall be entitled, for as long
as he or it holds at least 10% of the entire issued share capital of the
Company, to nominate one person as a non-executive director of the Company.
Each Shareholder agrees to vote all Shares held by him, her or it in favour of
the election of each such nominee as a director of the Company.


 


14.2                           The Board shall meet as
necessary to discharge its duties but in any case no less frequently than six
times per year and no more than 75 days shall elapse between successive
meetings. Meetings shall be held in Ireland unless decided otherwise by the
Board.


 


14.3                           The Company shall
furnish to each of its Directors with the notice specified in paragraph 14.4
below a detailed management report in regard to their current trading and
financial affairs which report shall include up to date management profit and
loss


 

















 


accounts
and balance sheets in respect of the period since the previous meeting of the
board.


 


14.4                           Not less than 5 days
notice of each meeting of the Board specifying the date and time and place of
the meeting and the business to be transacted shall be given to all Directors
except where the consent in writing of all Directors entitled to be present is
obtained.


 


14.5                           Every director or other
officer shall be indemnified out of the assets of the Company against all losses
or liabilities which he may sustain or incur in or about the execution of the
duties of his office or otherwise in relation thereto, including any liability
incurred by him in defending any proceedings, whether civil or criminal, in
which judgment is given in his favour or in which he is acquitted and no
director or other officer shall be liable for any loss, damage or misfortune
which may happen to or be incurred by the Company in the execution of the
duties of his office or in relation thereto. This Clause shall only have effect
in so far as its provisions are not prohibited by any applicable law.


 


14.6                           The maximum number of Directors shall be
7. A majority in number of the Directors shall be required to form a quorum for
Board meetings.


 


14.7                           A resolution which is
signed or approved by all the Directors entitled to receive notice of a meeting
of Directors or of a committee of Directors shall be as valid and effectual as
if it had been passed at a meeting of Directors or (as the case may be) a
committee of Directors duly called and constituted. Such resolution may be
contained in one document or in several documents in like form, each signed or
approved by one or more of the Directors concerned.


 


14.8                           A meeting of the
Directors may consist of a conference between Directors some or all of whom are
in different places provided that each Director who participates is able:


 


14.8.1
to hear each of the other participating Directors addressing the meeting; and


 


14.8.2
if he so wishes, to address all of the other participating Directors
simultaneously,


 


whether
directly, by conference telephone or by any other form of communications
equipment (whether or not in use when this agreement was executed) or by a
combination of those methods.


 


15.                               RESTRICTIVE COVENANTS


 


15.1                           MOCON covenants with the Company that
until the earlier of:


 


(i) MOCON
(or its nominee) notifying the Company of its intention to sell the
Subscription Shares (and any other shares in the capital of the Company derived
from such shares or otherwise issued to MOCON or its nominee) (together the
“MOCON Entire Shareholding”) and the Company notifying MOCON of its agreement
to the sale of the MOCON Entire Shareholding; and


 

















 


(ii) the
sale by MOCON (or its nominee) of the MOCON Entire Shareholding in the Company;


 


it (whether alone or
jointly with any other person, and whether directly or indirectly, and whether
as shareholder, participator, partner, promoter, agent or consultant of, in or
to any other person) shall not and shall procure that none of the other members
of the Group of companies of which it is a member shall, at any time, in whole
or in part, buy from, sell to, contract with, invest in, finance or in any way
deal with or assist or support the following
companies: Oxysense, Presence, SeaHorse Biosciences, Ocean Optics or
any company that is a member of the same Group as any of the above mentioned
companies.


 


15.2                           The Company covenants with MOCON that
until the earlier of:


 


(i)             MOCON (or its nominee)
notifying the Company of its intention to sell the Subscription Shares (and any
other shares in the capital of the Company derived from such shares or
otherwise issued to MOCON or its nominee) (together the “MOCON Entire
Shareholding”) and the Company notifying MOCON of its agreement to the sale of
the MOCON Entire Shareholding; and


 


(ii)          the sale by MOCON (or its nominee) of the
MOCON Entire Shareholding in the Company;


 


the Company (whether
alone or jointly with any other person, and whether directly or indirectly, and
whether as shareholder, participator, partner, promoter, agent or consultant
of, in or to any other person) shall not and shall procure that none of the
other members of the Group of companies of which it is a member shall, at any
time, in whole or in part, buy from, sell to, contract with, invest in, finance
or in any way deal with or assist or support the
following companies: Oxysense, Presence, PBI Dansensor, Illinois/Systech
Instruments, Halma or Danaher Corporation or any company that is a
member of the same Group as any of the above mentioned companies.


 


16.                               ARTICLES OF ASSOCIATION


 


16.1                           If, during the continuance of this
Agreement, there shall be any conflict between the provisions of this Agreement
and the provisions of the Articles then, during such period, the provisions of
this Agreement shall prevail.


 


16.2                           Each of the parties hereto undertakes
with each of the others to fully and promptly observe and comply with the
provisions of the Articles to the intent and effect that each and every
provision thereof shall be enforceable by the parties hereto inter se and in
whatever capacity.


 


16.3                           Nothing contained in this Agreement shall
be deemed to constitute an amendment to the Articles or any previous articles
of association of the Company.


 

















 


17.                               PARTIES BOUND


 


17.1                           The Company undertakes
with each of the Shareholders to be bound by and comply with the terms and
conditions of this Agreement insofar as the same relate to the Company and to
act in all respects as contemplated by this Agreement.


 


17.2                           The Shareholders
undertake with each other to exercise their respective powers in relation to
the Company so as to ensure that the Company fully and promptly observes,
performs and complies with its obligations under this Agreement.


 


17.3                           Each Shareholder
undertakes with each of the other parties hereto that whilst he remains a party
to this Agreement he will not (except as expressly provided for in this
Agreement) agree to cast any of the voting rights exercisable in respect of any
of the shares held by him (or in the case of any shares held by a nominee of
the Shareholder he or she shall procure that the nominee shall not cast any of
the voting rights) in accordance with the directions, or subject to the consent
of, any other person (including another Shareholder other than that Shareholder).


 


18.                               TERMINATION OF EXISTING
SHAREHOLDERS AGREEMENTS AND EFFECT OF COMPLETION DATE


 


18.1                           The parties hereto agree
that the existing Subscription and Shareholders Agreement dated 26
September 2006 (other than clauses 2.3.3, 6.6.6, 6.6.7 and Schedule 8 which
shall remain in force only until the validation of the expenditure referred to
therein currently being undertaken by EI has been completed) entered into
between the Covenantors, the Other Shareholders, the Fund, Enterprise Ireland
(as such terms were defined in that agreement) and the Company shall be
terminated with effect from the Share Sale Completion to the intent that from
the Share Sale Completion the relationship between the parties to this
Agreement shall be governed by this Agreement.


 


18.2                           Each of the provisions of Clauses 6, 7,
8, 9, 10, 11, 12, 13, 14, 15 and 16 of this Agreement, shall come into effect
on the Completion Date.


 


19.                               GENERAL


 


19.1                           Applicable Law


 


This
Agreement and all documents supplemental thereto shall be governed by and construed
and interpreted in accordance with the laws of Ireland and the parties hereto
hereby irrevocably submit to the exclusive jurisdiction of the Irish Courts.


 


19.2                           Binding on Successors


 


This
Agreement shall enure to the benefit of and be binding upon the respective
parties hereto and their respective successors, personal representatives and
permitted transferees.


 


19.3                           Waiver of Rights


 


Any
express or implied waiver by any of the parties of any right under this
Agreement or any breach, default, omission or non-observance of any term of
this Agreement or


 

















 


an acquiescence in any
act (whether commission or omission) which, but for such acquiescence would be
a breach as aforesaid shall not constitute a general waiver of such right,
term, provision or condition nor shall it operate as a continuing waiver nor be
deemed to operate as a waiver of any subsequent breach, default, omission, non-observance
or acquiescence.


 


19.4                           Survival of Certain
Terms


 


Notwithstanding the
termination of this Agreement those of its terms which still remain to be
fulfilled shall remain in full force and effect for so long as is necessary to
give effect thereto.


 


19.5                           No Partnership


 


Nothing in this
Agreement shall constitute, or be deemed to constitute, a partnership between
the parties or any of them nor shall it constitute any party the agent of any
of the other parties for any purpose.


 


19.6                           Severance


 


In the event that any
terms, conditions or provisions of this Agreement or any part thereof is found
by a court or other competent authority to be void or unenforceable for
whatever reason those terms, conditions or provisions shall be deemed to be
deleted from this Agreement and the remaining terms, conditions or provisions
shall continue in full force and effect. Notwithstanding any such finding of
voidness or unenforceability the parties to this Agreement shall negotiate in
good faith in order to agree the terms of a mutually satisfactory provision to
replace any such provision found void or unenforceable.


 


19.7                           Announcements


 


No party (other than EI)
shall divulge to any third party (other than their respective professional
advisers) the fact that this Agreement, or any of the documents in the agreed
terms, has been entered into or any information regarding its terms or any matters
contemplated by this transaction or make any announcement relating to it
without the prior written agreement (such agreement not to be unreasonably
withheld or delayed) of the other party.


 


19.8                           Further Assurance


 


Each of the parties
shall (and shall procure that any other necessary parties shall) do or procure
to be done all such further acts and things and execute or procure to be
executed all such further deeds and documents as may be necessary or desirable
to perform the terms of this Agreement.


 


19.9                           Variations


 


No
amendment or variation of or to this Agreement or any of its provisions shall
be effective unless made in writing and signed by all of the parties hereto.


 
















 


19.10     Counterparts


 


This Agreement may be executed in several
counterparts (whether original or facsimile) and, upon due execution of all
such documents by one or more parties, each counterpart shall be deemed to be
an original hereof.


 


19.11     Business Days


 


If any action or duty to be taken or performed under
any provision of this Agreement would fail to be taken or performed on a day
which is not a Business Day such action or duty shall be taken or performed on
the Business Day next following such date.


 


19.12     Entire
Agreement


 


This Agreement shall constitute the entire agreement
between the parties relative to its subject matter and it is expressly declared
that no variation hereof shall be effective unless made in writing and signed
by or by a duly authorised signatory of each of the parties hereto.


 


19.13     Notice


 


19.13.1       Any notice given in
connection with this Agreement must be in writing and may be given:-


 


(a)           to
a company which is a party at its registered office (or such other address as it may, in writing, notify to
the other parties to this Agreement for such purpose);


 


(b)           to
any individual who is a party at the address of that individual shown above;


 


(c)           to
any partnership which is a party at the principal place of business of that partnership (or in each case such
other address as the recipient may, in writing, notify to the other parties to
this Agreement for such purposes).


 


19.13.2    Notice may be served by
sending it by recorded delivery or registered post to either of the parties at
his address for service.


 


19.13.3    Any notice so served shall
be deemed to have been received:-


 


(a)           in
the case of personal service upon delivery; and


 


(b)           in
the cases of recorded delivery or registered post forty eight hours from the date of posting provided that
the sender has evidence that the envelope containing the notice was properly
stamped, addressed and posted.


 

















 


19.14     Costs and Expenses


 


Each of the parties shall bear its own
costs, expenses and value added tax in connection with the drawing up and execution
of this Agreement.


 

















 


SCHEDULE 1


 


The Existing Shareholders


 


	
  Shareholders

  	
   

  	
  Address

  
	
  Richard Fernandes

  	
   

  	
  9
  Abbeylands Manor 

  Clane  

  Co.
  Kildare

  
	
   

  	
   

  	
   

  
	
  Dmitri Papkovsky

  	
   

  	
  6
  The Grove, 

  Gleann
  na Ri, 

  Tower,
  

  Blarney,  

  Co. Cork

  
	
   

  	
   

  	
   

  
	
  Tom Cotter

  	
   

  	
  Windrush  

  Ballynaneening
  

  Crosshaven
  

  County Cork

  
	
   

  	
   

  	
   

  
	
  University College Cork

  	
   

  	
  Western
  Road 

  County
  Cork

  
	
   

  	
   

  	
   

  
	
  John Monahan

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Patrick Wall

  	
   

  	
   

  



 

















 


SCHEDULE
2


 


SHAREHOLDINGS
POST COMPLETION


 

















 


SCHEDULE 2


 


LUXCEL SHARE CAPITAISATION TABLE


 


2.24


 


	
  INVESTMENTS

  	
   

  	
  Shares

  	
   

  	
   

  	
   

  	
  MOCON

  Investment

  Dec-09

  	
   

  	
  EI Investment

  Jan-10

  	
   

  	
  Glanbia
  buyout

  Dec-09

  	
   

  	
  If
  Warrants

  Exercised

  (Indicative)

  Within 3 years

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Richard Fernandes

  	
   

  	
  €0.01 Ords 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dmitri Papovsky

  	
   

  	
  €0.01 Ords 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  UCC

  	
   

  	
  €0.01 Ords 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tom Coetter

  	
   

  	
  €0.01 Ords 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  John Monahan

  	
   

  	
  €0.01 Ords 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Patrick Wall

  	
   

  	
  €0.01 Ords

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enterprise Ireland 

  	
   

  	
  €0.01 A Preferred Ords 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  500,000

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Glanbia Enterprise Fund 

  	
   

  	
  €1.00 Preferred Ords 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Glanbia Enterprise Fund 

  	
   

  	
  €0.01 A Preferred Ords 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mocon

  	
   

  	
  €0.01 A Preferred Ords

  	
   

  	
   

  	
   

  	
  2,500,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  840,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  2,500,000

  	
   

  	
  500,000

  	
   

  	
  0

  	
   

  	
  840,000

  	
   

  



 


	
  NEW SHARES

  	
   

  	
  Shares

  	
   

  	
   

  	
   

  	
  MOCON

  Investment

  	
   

  	
  EI Investment

  	
   

  	
  Glanbia
  buyout

  AND Share Sale

  of 1 Share

  	
   

  	
  If
  Warrants

  Exercised

  (Indicative)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Richard
  Fernandes

  	
   

  	
  €0.01 Ords

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dmitri
  Papovsky

  	
   

  	
  €0.01 Ords

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  UCC

  	
   

  	
  €0.01 Ords

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tom
  Coetter

  	
   

  	
  €0.01 Ords

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  John
  Monahan

  	
   

  	
  €0.01 Ords

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Patrick
  Wall

  	
   

  	
  €0.01 Ords

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enterprise
  Ireland

  	
   

  	
  €0.01 A Preferred Ords

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  250,000

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Glanbia Enterprise Fund

  	
   

  	
  €1.00 Preferred Ords

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  -300,000

  	
   

  	
   

  	
   

  
	
  Glanbia Enterprise Fund

  	
   

  	
  €0.01 A Preferred Ords

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  -200,000

  	
   

  	
   

  	
   

  
	
  Mocon

  	
   

  	
  €0.01 A Preferred Ords

  	
   

  	
   

  	
   

  	
  1,250,000

  	
  *

  	
  0

  	
   

  	
   

  	
   

  	
  375,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  1,250,000

  	
   

  	
  250,000

  	
   

  	
  -500,000

  	
   

  	
  375,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mocon
  Warrants

  	
   

  	
  €0.01 A Preferred Ords

  	
   

  	
   

  	
   

  	
  375,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fully
  Diluted Share Capital

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1,625,000

  	
   

  	
  250,000

  	
   

  	
  -500,000

  	
   

  	
  375,000

  	
   

  



 


	
  TOTAL SHARES

  	
   

  	
  Shares

  	
   

  	
  Opening

  	
   

  	
  MOCON

  Investment

  	
   

  	
  EI Investment

  	
   

  	
  Glanbia
  buyout

  and Share Sale of

  1 share

  	
   

  	
  If
  Warrants

  Exercised

  (Indicative)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Richard
  Fernandes 

  	
   

  	
  €0.01
  Ords 

  	
   

  	
  2,163,150

  	
   

  	
  2,163,150

  	
   

  	
  2,163,150

  	
   

  	
  2,163,150

  	
   

  	
  2,163,150

  	
   

  
	
  Dmitri
  Papovsky

  	
   

  	
  €0.01
  Ords

  	
   

  	
  1,922,800

  	
   

  	
  1,922,800

  	
   

  	
  1,922,800

  	
   

  	
  1,922,800

  	
   

  	
  1,922,800

  	
   

  
	
  UCC

  	
   

  	
  €0.01 Ords

  	
   

  	
  504,735

  	
   

  	
  504,735

  	
   

  	
  504,735

  	
   

  	
  504,735

  	
   

  	
  504,735

  	
   

  
	
  Tom
  Coetter

  	
   

  	
  €0.01 Ords

  	
   

  	
  721,050

  	
   

  	
  721,050

  	
   

  	
  721,050

  	
   

  	
  721,050

  	
   

  	
  721,050

  	
   

  
	
  John
  Monahan

  	
   

  	
  €0.01 Ords

  	
   

  	
  110,124

  	
   

  	
  110,124

  	
   

  	
  110,124

  	
   

  	
  110,124

  	
   

  	
  110,124

  	
   

  
	
  Patrick
  Wall

  	
   

  	
  €0.01 Ords

  	
   

  	
  55,062

  	
   

  	
  55,062

  	
   

  	
  55,062

  	
   

  	
  55,062

  	
   

  	
  55,062

  	
   

  
	
  Enterprise
  Ireland

  	
   

  	
  €1.00 Preferred Ords

  	
   

  	
  419,601

  	
   

  	
  419,601

  	
   

  	
  419,601

  	
   

  	
  419,601

  	
   

  	
  419,601

  	
   

  
	
  Enterprise
  Ireland

  	
   

  	
  €0.01 A Preferred Ords

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  250,000

  	
   

  	
  250,000

  	
   

  	
  250,000

  	
   

  
	
  Glanbia Enterprise Fund

  	
   

  	
  €1.00 Preferred Ords

  	
   

  	
  300,000

  	
   

  	
  300,000

  	
   

  	
  300,000

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  Glanbia Enterprise Fund

  	
   

  	
  €0.01 A Preferred Ords

  	
   

  	
  200,000

  	
   

  	
  200,000

  	
   

  	
  200,000

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  Mocon

  	
   

  	
  €0.01 A Preferred Ords

  	
   

  	
  0

  	
   

  	
  1,250,000

  	
  *

  	
  1,250,000

  	
  *

  	
  1,250,000

  	
  *

  	
  1,625,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
  6,396,522

  	
   

  	
  7,646,522

  	
   

  	
  7,896,522

  	
   

  	
  7,396,522

  	
   

  	
  7,771,522

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mocon
  Warrants

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  375,000

  	
   

  	
  375,000

  	
   

  	
  375,000

  	
   

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fully
  Diluted Share Capital

  	
   

  	
   

  	
   

  	
  6,396,522

  	
   

  	
  8,021,522

  	
   

  	
  8,271,522

  	
   

  	
  7,771,522

  	
   

  	
  7,771,522

  	
   

  



 


	
  % ISSUED CAPITAL

  	
   

  	
  Shares

  	
   

  	
  Opening

  	
   

  	
  MOCON

  Investment

  	
   

  	
  EI Investment

  	
   

  	
  Glanbia
  buyout

  	
   

  	
  If
  Warrants

  Exercised

  (Indicative)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Richard
  Fernandes

  	
   

  	
  €0.01 Ords

  	
   

  	
  33.8

  	
  %

  	
  28.3

  	
  %

  	
  27.4

  	
  %

  	
  29.2

  	
  %

  	
  27.8

  	
  %

  
	
  Dmitri
  Papovsky

  	
   

  	
  €0.01 Ords

  	
   

  	
  30.1

  	
  %

  	
  25.1

  	
  %

  	
  24.3

  	
  %

  	
  26.0

  	
  %

  	
  24.7

  	
  %

  
	
  UCC

  	
   

  	
  €0.01 Ords

  	
   

  	
  7.9

  	
  %

  	
  6.6

  	
  %

  	
  6.4

  	
  %

  	
  6.8

  	
  %

  	
  6.5

  	
  %

  
	
  Tom
  Coetter

  	
   

  	
  €0.01 Ords

  	
   

  	
  11.3

  	
  %

  	
  9.4

  	
  %

  	
  9.1

  	
  %

  	
  9.7

  	
  %

  	
  9.3

  	
  %

  
	
  John
  Monahan

  	
   

  	
  €0.01 Ords

  	
   

  	
  1.7

  	
  %

  	
  1.4

  	
  %

  	
  1.4

  	
  %

  	
  1.5

  	
  %

  	
  1.4

  	
  %

  
	
  Patrick
  Wall

  	
   

  	
  €0.01 Ords

  	
   

  	
  0.9

  	
  %

  	
  0.7

  	
  %

  	
  0.7

  	
  %

  	
  0.7

  	
  %

  	
  0.7

  	
  %

  
	
  Enterprise
  Ireland

  	
   

  	
  €1.00 Preferred Ords

  	
   

  	
  6.6

  	
  %

  	
  5.5

  	
  %

  	
  5.3

  	
  %

  	
  5.7

  	
  %

  	
  5.4

  	
  %

  
	
  Glanbia Enterprise Fund

  	
   

  	
  €1.00 Preferred Ords

  	
   

  	
  4.7

  	
  %

  	
  3.9

  	
  %

  	
  3.8

  	
  %

  	
  0.0

  	
  %

  	
  0.0

  	
  %

  
	
  Glanbia Enterprise Fund

  	
   

  	
  €0.01 A Preferred Ords

  	
   

  	
  3.1

  	
  %

  	
  2.6

  	
  %

  	
  2.5

  	
  %

  	
  0.0

  	
  %

  	
  0.0

  	
  %

  
	
  Mocon

  	
   

  	
  €0.01 A Preferred Ords

  	
   

  	
  0.0

  	
  %

  	
  16.3

  	
  %

  	
  15.8

  	
  %

  	
  16.9

  	
  %

  	
  20.9

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
  100

  	
  %

  	
  100

  	
  %

  	
  97

  	
  %

  	
  97

  	
  %

  	
  97

  	
  %

  



 

















 






*this
figure comprises 1,249,999, €0.01 A Preferred Ordinary Shares subscribed for in
Luxcel Biosciences Limited and 1, €0.01 A Preferred Ordinary Share purchased
from Glanbia Enterprise Fund.


 
















 


SCHEDULE 3


 


WARRANTIES &
REPRESENTATIONS


 


1.                                      Corporate matters


 


1.1                                 The
information relating to the Company contained in this Agreement and the Schedules to this Agreement is true and
accurate.


 


1.2                                 The
Issued Share Capital constitutes the whole of the issued and allotted share
capital of the Company and the issued share capital of the Company immediately
after giving effect to the issuance of the Shares in accordance with Clause 2
of this Agreement shall be as set forth on Schedule 2.


 


1.3                                 There
are no agreements or arrangements in force, other than this Agreement, which
grant to any person the right to call for the issue, allotment or transfer of
any share or loan capital of the Company. Neither the offer nor the issue of
the Subscription Shares under this Agreement or the issue of shares pursuant to
the exercise of the Subscription Rights (as such term is defined in the Warrant
Instrument) under the Warrant Instrument (the “Warrant Shares”) constitutes or
will constitute an event, under any anti- dilution provisions of any shares
issued (or issuable pursuant to outstanding rights, warrants or options) by the
Company or any agreements with respect to the issuance of shares by the
Company, which will either increase the number of shares issuable pursuant to such
provisions or decrease the consideration per share to be received by the
Company pursuant to such provisions.


 


1.4                                 The
Company has the requisite corporate power and authority to execute and deliver
this Agreement and the Warrant Instrument and to perform its obligations
hereunder and thereunder. The Subscription Shares, when issued and paid for
pursuant to the terms of this Agreement, will be duly authorized and validly
issued, fully paid and free and clear of all pledges, liens, encumbrances, and
restrictions, except as set forth in this Agreement. The Company has now and
shall at all times during the Subscription Period (as such term is defined in
the Warrant Instrument) keep available for use, sufficient authorised but
unissued A Preferred Ordinary Shares to satisfy in full and in accordance with
the terms thereof, all exercisable Subscription Rights (as such term is defined
in the Warrant Instrument) and the Warrant Shares, when issued in accordance
with the terms of the Warrant Instrument, will be duly authorized, validly
issued, fully paidand free and clear of all pledges, liens, encumbrances and
restrictions, except as set forth in this Agreement.


 


2.                                      Accounting matters


 


2.1                                 The
Accounts have been prepared in accordance with the historical cost convention;
and the bases and policies of accounting, adopted for the purpose of preparing
the Accounts, are the same as those adopted in preparing the audited accounts
of each Group Company in respect of the three last preceding accounting
periods.


 

















 


2.2                                 The Accounts:


 


2.2.1                      give a true and
fair view of the assets, liabilities (including contingent, unquantified or
disputed liabilities) and commitments of the Company at the Date of each
balance sheet and its revenues, costs and profits for the financial periods
ended on that date;


 


2.2.2                       comply with the
requirements of the Companies Acts 1963-2009 (the “Acts”) and other relevant
statutes; 


 


2.2.3                       comply with all
current SSAPs applicable to an Irish company; and


 


2.2.4                       are not
affected by any extraordinary, exceptional or non-recurring item;


 


provided, however, that the unaudited financial
statements may not contain all accruals, footnotes and adjustments that are
required to be set forth in audited financial statements and may not comply
with the requirements of the Acts and all SSAP’s but have been prepared in
accordance with the Company’s normal practices and the Company does not
consider them misleading.


 


2.2.5                       The Accounts
properly reflect the financial position of the Company as at their date.


 


2.3                                 All the
accounts, books, ledgers, financial and other records, of whatsoever kind, of
the Company are in its possession and give a true and fair view of its
financial position.


 


3.                                      Financial matters


 


3.1                                 Since the
Balance Sheet Date, no distribution of capital or income has been declared,
made or paid in respect of any share capital of the Company.


 


3.3                                 The Company has
not, since the Balance Sheet Date, repaid, or become liable to repay, any
indebtedness in advance of its stated maturity.


 


3.4                                 There are no
liabilities (including contingent liabilities) which are outstanding on the
part of the Company other than those liabilities disclosed in the Accounts or
incurred, in the ordinary and proper course of trading, since the Balance Sheet
Date.


 


3.5                                 The Company
has, since the Balance Sheet Date, paid its creditors in accordance with their
respective credit terms; and there are no amounts owing by the Company which
have been due for more than six weeks.


 


3.6                                 Since the
Balance Sheet Date, the Company has not experienced any change, and the Company
has no knowledge of any circumstance or event that has occurred after the
Balance Sheet Date, that has had, or that is


 

















 


reasonably
likely to have, a material adverse effect on the Company or its business or
financial position.


 


4.                                      Taxation
matters


 


4.1                                 All
returns, computations and payments which should be, or should have been, made by
the Company for any taxation purpose have been made within the requisite
periods and are up-to-date, correct and on a proper basis and none of them is
the subject of any dispute with the Revenue Commissioners or other taxation
authorities.


 


4.2                                 The
Company has duly deducted and accounted for all amounts which it has been obliged to
deduct in respect of taxation and, in particular, has properly operated the
PAYE system, by deducting tax, as required by law, from all payments made, or
treated as made, to its employees or former employees, and accounting to the
Revenue Commissioners for all tax so deducted and for all tax chargeable on
benefits provided for its employees or former employees.


 


5.                                      Trading matters


 


5.1                                 Since
the Balance Sheet Date the business of the Company has been continued in the
ordinary and normal course.


 


5.2                                 The
Company is not party to any litigation or arbitration proceedings, as plaintiff
or defendant; and there are no such proceedings pending or threatened, either
by or against the Company.


 


5.3                                 There
is no dispute with any revenue or other official department in Ireland or elsewhere,
in relation to the affairs of the Company, and there are no facts which may
give rise to any such dispute.


 


5.4                                 There
are no claims pending or threatened, or capable of arising, against the Company,
by an employee, agent, consultant or workman or third party, in respect of any
accident or injury, which are not fully covered by insurance.


 


5.5                                 The
Company is not a party to, nor have its profits or financial position during the
three years prior to the date hereof been affected by, any contract or
arrangement which is not of an entirely arm’s length nature.


 


5.6                                 No
order has been made or petition presented or resolution passed for the winding up of
the Company and no distress, execution or other process has been levied on any
asset of the Company. No steps have been taken for the appointment of an administrator,
receiver or examiner over the business or assets of the Company or any part
thereof.


 

















 


6.                                      Employment
matters


 


6.1                                 Full
particulars of the identities, dates of commencement of employment, or appointment to
office, and terms and conditions of employment of all the employees and
officers of the Company, including profit sharing, commission or discretionary
bonus arrangements, are fully and accurately set out in the Disclosure Letter.


 


6.2                                 The
Company is not a party to nor participates in nor contributes to any scheme,
arrangement or agreement (whether legally enforceable or not) for the provision
of any pension, retirement, death, incapacity, sickness, disability, accident
or other like benefits (including the payment of any medical expenses) for any
present or past offices or employees of the Company and/or their dependants.


 


7.                                   Intellectual Property


 


7.1                                 The
Company owns or licences all necessary Intellectual Property to enable it to carry
on the Business carried on by it as at the date hereof without infringing upon
or conflicting with the rights of any third party.


 


7.2                                 No
claim or allegation has been made by any party of any infringement by the Company
of any Intellectual Property rights of any other party.


 


7.3                                 The
Company has not granted or assigned to any person or entity other than MOCON any
license to any of its Intellectual Property or granted to any other person or
entity the right to manufacture, assemble or sell any of the products produced
or under development by the Company.


 


7.4                                 No
claim or allegation has been made or asserted by any person or entity that any
of the
Intellectual Property owned or licensed by the Company is unenforceable or
invalid, nor is there any basis known by the Company for any such claim or
allegation.


 


7.5                                 The
Company is not contractually or otherwise obligated to make any material payments by way
of royalties, fees or otherwise to any owner of, licensor of, or other claimant
to any Intellectual Property with respect to the use thereof by the Company in
connection with the conduct of its business or otherwise.


 

















 


SCHEDULE 4


 


DEED OF
ADHERENCE


 


	
  THIS DEED is
  dated

  	
  and
  made between

  



 


(1)                                  ·
[of ·]
[whose registered office is at ·]
(the “New Shareholder”)  [which will include his personal representatives or permitted assignees]);


 


(2)                                  LUXCEL BIOSCIENCES LIMITED whose registered office is
at c/o WhitneyMoore, Wilton Park House, Wilton Place, Dublin 2 and company
number 353529 (the “Company”); and


 


(3)                                  Those listed as
Continuing Shareholders in the Appendix to this Deed (the “Continuing Shareholders”).


 


RECITALS


 


A                                      By
a shareholders’ agreement dated [                    ]     2009     (the     “Principal Agreement”)  the parties thereto agreed to regulate their relations
as shareholders in the manner therein appearing.


 


[B.                                 By
deeds dated ·
and made in substantially similar form to this Deed, ·(1) became parties to the Principal Agreement. The
Principal Agreement and the said deeds, are hereinafter referred to as the “Agreement”.]


 


C.                                     ·
proposes to transfer ·
(2) (the “Transfer Shares”)  to
the New Shareholder and, in accordance with the Articles and the Agreement, this
Deed is required to be executed in connection with the disposal of the Shares.


 


NOW THIS DEED WITNESSETH
as follows:


 


1.               [In the
case of a transfer] Subject to the transfer of the Transfer Shares being
executed and delivered by the said · in favour of
the New Shareholder, the New Shareholder covenants with each of the Continuing
Shareholders, and each of the Continuing Shareholders covenants with the New
Shareholder, to observe and perform and be bound by all the terms and
conditions of the Agreement (save to the extent that any such terms and
conditions have been fully performed prior to the date hereof or are incapable
of applying to the New Shareholder) to the intent and effect that the New
Shareholder will be deemed to be a party to and a Shareholder [in the case of a
transfer by any of these] (as defined therein) under the Agreement with the
benefit of, but subject to all the terms and conditions thereof (save as
aforesaid).


 






(i)                                     (1)
Names of prior New Shareholders.


(ii)                                  (2)
Number and class of shares.


 

















 


2.               [In the case of an allotment of new shares:] The New
Shareholder covenants with each of the Continuing Shareholders to observe and
perform and be bound by all the terms and conditions of the Agreement and to
exercise his voting rights and other powers as [director and] shareholder of
the Company so as to procure (so far as he is able by the exercise of such
votes and powers) that the terms of the Agreement are adhered to and the
obligations of the parties thereunder are observed and performed.


 


3.               This Deed will be read
together with the Agreement, which will accordingly be construed as one
instrument.


 


4.               This Deed will be governed
by and construed in accordance with Irish law.


 


5.               This Deed may be entered
into in any number of counterparts and by the parties to it on separate
counterparts, each of which when so executed and delivered will be an original,
but all the counterparts will together constitute one and the same instrument.


 


IN WITNESS whereof this
Deed has been entered into the date and year first herein written.


 
















 


APPENDIX


 


Names and addresses of Continuing Shareholders


 

















 


SCHEDULE 5


 


General Provisions attaching
to the Expenditure as at Clause 3.3 of this Agreement


 


1.                         The Company
covenants and undertakes to Enterprise Ireland in relation to the Projects for
the Project Duration Period or until satisfactory validation of expenditure
whichever is the later:


 


1.1                   to
comply with relevant legislation and obtain any relevant permits, approvals
permissions or consents necessary for the operation of its business including
without prejudice to the generality of the foregoing all permits, approvals,
permissions, or consents relating to planning, building, environment,
employment, taxation, health and safety and the Companies Acts 1963-2009 (as
may be amended from time to time) and to provide such information to Enterprise
Ireland if requested;


 


1.2                   to acknowledge
in any publicity concerning the Projects that they have been funded by the
National Development Plan or EU where applicable;


 


2                            Expenditure Validation
Procedure


 


2.1                   On receipt of
the Company’s Statement of Expenditure, Enterprise Ireland will establish to
its reasonable satisfaction that:


 


2.1.1                        the conditions
of this Agreement have been complied with;


 


2.1.2                        expenditure
incurred by the Company in respect of Projects has been vouched and examined in
such a manner as Enterprise Ireland may require and shown to the satisfaction
of Enterprise Ireland to have been reasonable and necessary for the purpose of
the Projects;


 


2.2                   The
Statement of Expenditure must be made in writing and shall be submitted no
later than three months after the agreed Project Duration Period has elapsed,
unless Enterprise Ireland agrees to a longer period.


 


3.                         The Company
covenants and undertakes to Enterprise Ireland in relation to the Projects for
the Project Duration Period or until satisfactory validation of expenditure
whichever is the later:


 


3.1                   to
ensure that documentation of all of the records of cost incurred on the
Projects are approved in writing on behalf of the Company by a duly authorised
person and to hold same for the purpose of providing a satisfactory audit
trail; in doing so to indicate, that the said costs have been wholly and
necessarily incurred for the purpose of the Projects;


 


3.2                   to
keep records of the progress of the Projects through its various stages as a
basis for the preparation of progress reports in the format prescribed by
Enterprise Ireland and to furnish all information and reports that Enterprise
Ireland may require from time to time including information about the costs of
the Projects and the results thereof;


 

















 


3.3                   to
keep and make available for inspection on behalf of Enterprise Ireland records
of time spent on the Projects by the Company’s employees in the format
prescribed by Enterprise Ireland whether the employees are involved on the
Projects on a full-time, part-time or occasional basis;


 


3.4                   to
maintain records of grant-aided wage and salary costs incurred in executing the
Projects in the format prescribed by Enterprise Ireland and facilitate
verification of salary rates paid by means of documentation, including
documentation returned to the Revenue Commissioners;


 


3.5                   where
relevant, to maintain detailed records of the cost of all materials and
services, including construction, transportation and accommodation costs,
incurred in executing the Projects;


 


3.6                   to carry out the Projects wholly or
mainly within the State.


 


4.                         The Company
covenants and undertakes to Enterprise Ireland for the Project Duration Period
or until satisfactory validation of expenditure whichever is
the later, that if any Intellectual Property right is established as a result
of the work carried out as part of the Projects, this Intellectual Property
shall be owned by the Company and the Company shall not alienate, assign, part
with the possession of or otherwise dispose of the Intellectual Property
without the prior written consent of Enterprise Ireland.


 


5.                         the Company
covenants and undertakes to Enterprise Ireland for the Project Duration Period
or until satisfactory validation of expenditure whichever is the later:


 


5.1                   to
obtain three competitive quotations or tenders for all construction work
carried out and capital equipment acquired in respect of the Projects which
have been part-funded by Enterprise Ireland through its subscription for
Ordinary Shares, and to accept only the lowest tender, except where the Company
can satisfy Enterprise Ireland that value for money has been obtained;


 


5.2                   that
in the placing of contracts for building works and services, any contractors
appointed by the Company shall, at the date of such appointment and for the
duration of the contract, possess an up to date tax clearance certificate or a
current C2 card. The Company shall retain copies of such certificates or C2
details for inspection by Enterprise Ireland;


 


5.3                   to keep all its Capital
Assets insured to their full cost of re-instatement against loss or damage by
fire and explosion or any other cause;


 


5.4                   that
if there should be damage to or loss of the Capital Assets through any cause,
the insurance or other compensation received by the Company shall be used
forthwith to restore, to the reasonable satisfaction of Enterprise Ireland, the
property so damaged or lost and in the event of such compensation being
insufficient for that purpose the Company shall make good the deficiency out of
its own funds;


 


5.5                   that
the eligible assets in respect of the Projects shall be purchased new, be paid
for and installed ready for operation in the Company premises within the
Project Duration Period.


 


5.6                   not
to alienate, assign, part with the possession of or otherwise dispose of,
remove (save for the purpose of normal repair, renewal, replacement or


 

















 


substitution),
mortgage or charge (except for the purpose of securing finance for the Project)
the Capital Assets or any part thereof without the prior written consent of
Enterprise Ireland and the provisions of this Agreement shall apply equally to
assets which are substituted for Capital Assets;


 


5.7                   that
where the Company leases its Capital Assets ownership of such Capital Assets
will transfer to the Company upon expiry of the Leasing Agreement.


 

















 


SCHEDULE 6


 


Form
of Certificate


 


[Headed Notepaper of Solicitor Representing the
Company]


 


Enterprise Ireland


The Plaza


East Point
Business Park 


Dublin 3


 


[insert date]


 


Matter: [insert name of investee company]  Limited (“the Company”)


 


Dear Sirs,


 


CONTEXT


 


We
represent the Company in relation to the subscription by Enterprise Ireland for
[insert the no. and class of share being allotted]  in the Company (“the Shares”)
pursuant to the Preference Share Subscription and Shareholders Agreement dated
[               ]
between the Shareholders (as defined in the Agreement), the Company and
Enterprise Ireland (“the Agreement”).


 


We
have been asked by the Company to give Enterprise Ireland this Opinion/Certificate
in connection with its subscription for the Shares.


 


EXAMINATION


 


For
the purpose of this Opinion/Certificate, we have examined the
following documents only:


 


1.               a copy of the Memorandum and Articles of
Association of the Company certified by either a director or secretary of the
Company, as being a true and the most up to date copy;


 


2.               a copy of the signed board minutes of the
Company relating to a meeting of the board of directors held on [                  ]
approving the execution of the Agreement by the Company and the allotment of
the Shares to Enterprise Ireland, certified by either a director or secretary
of the Company as being a true copy;


 


3.               the original Agreement executed by all
the parties (save for Enterprise Ireland);


 


4.                    the result of searches conducted on [insert date](8)  against the Company at the Companies
Registration Office;


 






(8) date of completion should be inserted.


 


5.               a statement of the share capital table of
the Company detailing (i) the authorised and issued share capital of the
Company and (ii) the names of the shareholders of the Company and their
respective shareholdings by number and class, which is certified by either a
director or secretary of the Company as being up to date;


 

















 


6.               a confirmation from a director of the Company
confirming that the Company has not received any notice of strike off from the
Registrar of Companies.


 


[insert specific details of any further documents that the solicitor for
Company may have considered necessary for the giving of the Opinion/Certificate
e.g minutes of shareholder meetings]


 


(collectively referred to as
the “Documents”). 


 


ASSUMPTIONS


 


In rendering this Opinion/Certificate we have
assumed, without responsibility on our part if any assumption is incorrect:


 


1.                    the authenticity and
conformity of all the copy Documents submitted to us with the originals;


 


2.       the genuineness of all signatures and seals on the Documents;


 


3.                    the
accuracy and completeness of all the Documents, and that such Documents remain
in full force and effect as at the date of entering into the Agreement by the
Company and have not been amended in any way;


 


4.               that
the signed minutes of meetings of directors of the Company and of members of
the Company ( that comprise part of the Documents ) correctly record the
proceedings of those meetings, the meetings referred to in each of the minutes
were duly convened and held, those present at any such meetings acted bona fide
throughout and in the best interests of the Company, the resolutions set out in
such minutes were duly passed and are in full force and effect and no further
resolutions were passed or corporate or other action taken which would or might
alter the effectiveness thereof;


 


5.                    that
all representations and information given to us by or on behalf of the Company
in reply to any enquiries we have made which we have considered necessary for
the purpose of giving this certificate are true, correct and accurate;


 


6.                    that each of the directors of
the Company were validly appointed and that all persons referred to as
directors in the minutes attached to this letter were directors at the time of
the relevant board meetings;


 


7                  that
nothing has been lodged for filing on, or has appeared on the file of the
Company at the Companies registration Office subsequent to the results set out
in the on-line search of the Company.


 


4.      QUALIFICATIONS
AND RESERVATIONS


 


1.               This
Opinion/Certificate is
given only to Enterprise Ireland and in connection with the Agreement. It may
not be relied upon as constituting a representation or other statement to any
other person or for any other purpose. This certificate may not be provided or
copied to any third party without our prior written consent.


 


2                  We are solicitors of the courts of Ireland and
members of the Law Society of Ireland. Accordingly our Opinion/Certificate
is limited solely to the laws of Ireland. We express no opinion
concerning the laws of any other jurisdiction.


 

















 


5.      CERTIFICATION


 


Based
solely on the Documents and on the Assumptions set out in clause 3 hereof and
the Qualifications and Reservations set out in clause 4 hereof we hereby
certify/are of the opinion that:-


 


1.                    The Company is a private company limited by shares and is
duly incorporated under the laws of Ireland.


 


2.                    The Company has not been struck off the Register of
Companies and has not received any notification of strike off from the
Registrar of Companies.


 


3                       The Company has sufficient authorised and un-issued share
capital of the relevant class to allot the Shares to Enterprise Ireland.


 


4                       The execution and delivery of the Agreement by the Company
to Enterprise Ireland does not violate the most up to date Memorandum and
Articles of Association of the Company.


 


5.               The directors are authorised to issue the
Shares to Enterprise Ireland and the Company has been authorised by its board
of directors to execute the Agreement under seal and to issue the Shares to
Enterprise Ireland.


 


This Certificate/Opinion is
given as of the date hereof and we are not under any obligation to update or
supplement the Certificate/Opinion
in this letter to reflect any facts or circumstances which may
come to our attention or any changes in the law that may occur, after the date
of this letter, in each case.


 


	
  Yours faithfully,

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  [insert name of firm of solicitors]

  	
   

  



 


Note to Solicitor acting for the Company:-


(2)    Please use either
“certificate” or “opinion” where highlighted throughout the text.


(3)    Please do not amend
the substance of the letter.


(4)    Please insert
relevant text where italicised print appears.


 
















 


IN WITNESS whereof the
parties hereto have entered into and delivered this Agreement the day and the
year first written above.


 


	
  SIGNED SEALED AND DELIVERED

  by RICHARD FERNANDES

  	
   

  
	
  in
  the presence of:

  	
   

  	
   

  
	
  Witness
  Signature:

  	
  /s/
  [ILLEGIBLE]

  	
   

  
	
  Address:

  	
  [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
   

  
	
  Description:

  	
  [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED
  SEALED AND DELIVERED

  	
   

  
	
  by DMITRI
  PAPKOVSKY

  	
   

  
	
  in
  the presence of:

  	
   

  	
   

  
	
  Witness
  Signature:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Description:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED SEALED AND DELIVERED

  	
   

  
	
  by
  TOM COTTER

  	
   

  
	
  in
  the presence of:

  	
   

  	
   

  
	
  Witness
  Signature:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Description:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED SEALED AND DELIVERED

  	
   

  
	
  by
  JOHN MONAHAN

  	
   

  
	
  in
  the presence of:

  	
   

  	
   

  
	
  Witness
  Signature:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  



 

















 


	
  Description:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  SIGNED SEALED AND DELIVERED

  	
   

  
	
  by
  PATRICK WALL

  	
   

  
	
  in
  the presence of:

  	
   

  	
   

  
	
  Witness
  Signature:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Description:

  	
   

  	
   

  



 


	
  SIGNED on behalf of

  	
   

  	
   

  
	
  GLANBIA ENTERPRISE FUND LIMITED

  	
   

  	
  /s/ Joseph Doddy

  
	
  by
  its authorised signatory

  	
   

  	
  Authorised Signatory

  
	
  in
  the presence of

  	
   

  	
   

  
	
   

  	
  Witness

  	
   

  	
  Signature:

  
	
   

  	
  /s/ [ILLEGIBLE]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Print Name

  
	
   

  	
  Address:

  	
  [ILLEGIBLE]

  	
   

  	
  Joseph Doddy

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Description:

  	
  [ILLEGIBLE]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PRESENT when the Common Seal of

  UNIVERSITY COLLEGE CORK

  	
   

  	
   

  
	
  was
  affixed hereto :-

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  
	
  PRESENT when the
  Common Seal of

  ENTERPRISE IRELAND

  	
   

  	
   

  
	
  was affixed hereto :-

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature

  
						



 

















 


	
   

  	
   

  	
   

  
	
  Duly authorised on behalf of MOCON, INC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PRESENT when the
  Common Seal of

  LUXCEL BIOSCIENCES LIMITED

  was affixed hereto :-

  	
   

  	
  

  
	
  /s/ Richard Fernandes

  	
   

  	
   

  
	
   

  	
   

  	
  Director

  
	
   

  	
   

  	
   

  
	
  /s/ Joseph Doddy

  	
   

  	
   

  
	
   

  	
   

  	
  Director/Secretary

  



 


 

















 


IN WITNESS whereof the parties hereto have entered into and delivered this
Agreement the day and the year first written above.


 


	
  SIGNED
  SEALED AND DELIVERED

  by RICHARD FERNANDES

  	
   

  
	
  in
  the presence of:

  	
   

  	
   

  
	
  Witness
  Signature:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Description:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED SEALED AND DELIVERED 

  	
   

  
	
  by DMITRI PAPKOVSKY

  	
   

  
	
  in
  the presence of:

  	
   

  	
   

  
	
  Witness
  Signature:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Description:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED
  SEALED AND DELIVERED

  by TOM COTTER

  	
   

  	
   

  
	
  in
  the presence of:

  	
  Olive Cosgrave

  	
   

  
	
  Witness
  Signature:

  	
  /s/ Olive Cosgrave

  	
   

  
	
  Address:

  	
  10 West Avenue, [ILLEGIBLE], Co. Cork.

  	
   

  
	
   

  	
   

  	
   

  
	
  Description:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED
  SEALED AND DELIVERED

  by JOHN MONAHAN 

  	
   

  
	
  in
  the presence of:

  	
   

  	
   

  
	
  Witness
  Signature:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
					



 

















 


IN WITNESS whereof the parties hereto have entered into and delivered
this Agreement the day and the year first written above.


 


	
  SIGNED SEALED AND DELIVERED

  by RICHARD FERNANDES

  	
   

  
	
  in
  the presence of:

  	
   

  	
   

  
	
  Witness
  Signature:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Description:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED SEALED AND DELIVERED

  by DMITRI PAPKOVSKY

  	
   

  
	
  in
  the presence of:

  	
   

  	
   

  
	
  Witness
  Signature:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Description:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED SEALED AND
  DELIVERED

  by TOM COTTER 

  	
   

  
	
  in
  the presence of:

  	
   

  	
   

  
	
  Witness
  Signature:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Description:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED
  SEALED AND DELIVERED

  by JOHN MONAHAN 

  	
   

  
	
  in
  the presence of:

  	
  [ILLEGIBLE]

  	
   

  
	
  Witness
  Signature:

  	
  /s/
  [ILLEGIBLE]

  	
   

  
	
  Address:

  	
  3839 Cottonwood Dr.

  	
   

  
	
   

  	
  Danville
  CA, 94506

  	
   

  



 

















 


	
  Description:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  SIGNED SEALED AND DELIVERED

  	
   

  
	
  by
  PATRICK WALL

  	
   

  
	
  in
  the presence of:

  	
  KENNETH MCKENZIE

  	
   

  
	
  Witness
  Signature:

  	
  /s/ Kenneth McKenzie

  	
   

  
	
  Address:

  	
  52 KILLEGLAND MEADOWS, ASHBOURNE, CO. MEATH.

  	
   

  
	
   

  	
   

  	
   

  
	
  Description:

  	
  UNIVERSITY RESEARCHER.

  	
   

  



 


	
  SIGNED on behalf of

  	
   

  	
   

  
	
  GLANBIA ENTERPRISE FUND LIMITED

  	
   

  	
   

  
	
  by
  its authorised signatory

  	
   

  	
  Authorised Signatory

  
	
  in
  the presence of

  	
   

  	
   

  
	
   

  	
  Witness

  	
   

  	
  Signature:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Print Name

  
	
   

  	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Description:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PRESENT when the Common Seal of

  UNIVERSITY COLLEGE CORK

  	
   

  	
   

  
	
  was
  affixed hereto :-

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  
	
  PRESENT when the
  Common Seal of

  ENTERPRISE IRELAND

  	
   

  	
   

  
	
  was affixed hereto :-

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature

  
						



 
















 


IN WITNESS whereof the parties hereto have entered
into and delivered this Agreement the day and the year first written above.


 


	
  SIGNED SEALED AND DELIVERED

  	
   

  
	
  by RICHARD FERNANDES

  	
   

  
	
  in the presence of:

  	
   

  
	
  Witness Signature:

  	
   

  
	
  Address:

  	
   

  
	
   

  	
   

  
	
  Description:

  	
   

  
	
   

  	
   

  
	
  SIGNED SEALED AND DELIVERED

  	
   

  
	
  by DMITRI PAPKOVSKY

  
	
  in
  the
  presence of:

  
	
  Witness Signature:

  	
  /s/
  [ILLEGIBLE]

  
	
  Address:

  	
  [ILLEGIBLE]

  
	
   

  	
   

  
	
  Description:

  	
  [ILLEGIBLE]

  
	
   

  
	
  SIGNED SEALED AND DELIVERED

  	
  [ILLEGIBLE]

  
	
  by TOM COTTER

  	
   

  
	
  in the presence of:

  	
   

  
	
  Witness Signature:

  	
   

  
	
  Address:

  	
   

  
	
   

  	
   

  
	
  Description:

  	
   

  
	
   

  	
   

  
	
  SIGNED SEALED AND DELIVERED

  	
   

  
	
  by JOHN MONAHAN

  	
   

  
	
  in the presence of:

  	
   

  
	
  Witness Signature:

  	
   

  
	
  Address:

  	
   

  



 

















 




	
  Description:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED SEALED AND DELIVERED

  	
   

  	
   

  
	
  by
  PATRICK WALL

  	
   

  	
   

  
	
  in
  the presence of:

  	
   

  	
   

  
	
  Witness
  Signature:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Description:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED on behalf of

  	
   

  	
   

  
	
  GLANBIA ENTERPRISE FUND LIMITED

  	
   

  	
   

  
	
  by its authorised signatory

  	
   

  	
  Authorised
  Signatory

  
	
  in the presence of

  	
   

  	
   

  
	
  Witness:

  	
   

  	
  Signature:      

  
	
   

  	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Description:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED on behalf of

  	
   

  	
   

  
	
  UNIVERSITY
  COLLEGE CORK

  	
   

  	
   

  
	
  by its authorised signatory

  	
   

  	
  /s/ [ILLEGIBLE]

  
	
  in the presence of

  	
   

  	
  Authorised
  Signatory

  
	
  Witness
  Signature:

  	
  /s/ [ILLEGIBLE]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  [ILLEGIBLE]
  University College Cork

  	
   

  	
   

  
	
   

  	
  Cork,
  Ireland

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Description:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PRESENT
  when the Common Seal of

  	
   

  	
   

  
	
  ENTERPRISE
  IRELAND

  	
   

  	
   

  
						






 

















 




	
  Description:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED
  SEALED AND DELIVERED

  	
   

  	
   

  
	
  by
  PATRICK WALL

  	
   

  	
   

  
	
  in
  the presence of:

  	
   

  	
   

  
	
  Witness
  Signature:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Description:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED on behalf of

  	
   

  	
   

  
	
  GLANBIA ENTERPRISE FUND LIMITED

  	
   

  	
   

  
	
  by
  its authorised signatory

  	
   

  	
  Authorised Signatory

  
	
  in
  the presence of

  	
   

  	
   

  
	
  Witness

  	
   

  	
  Signature:     

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Print Name

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Description:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PRESENT when the Common Seal of

  	
   

  	
   

  
	
  UNIVERSITY COLLEGE CORK

  	
   

  	
   

  
	
  was
  affixed hereto :-

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
  PRESENT when the
  Common Seal of

  	
   

  	
   

  
	
  ENTERPRISE IRELAND

  	
   

  	
   

  
	
  was
  affixed hereto :-

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  

  
					






 

















 




	
   

  	
  Robert L. Demorest

  	
   

  	
   

  
	
  Duly authorised on behalf of MOCON, INC

  	
   

  	
  /s/ Robert L. Demorest

  
	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PRESENT when the Common Seal of

  	
   

  	
   

  
	
  LUXCEL BIOSCIENCES LIMITED

  	
   

  	
   

  
	
  was
  affixed hereto :-

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Director/Secretary