RE: stille17 Feb 2022 18:17
• if, following the issue to MBAG of the Tranche 2 Consideration Shares, the Tranche 1 Valuation Amount and the Tranche 2 Valuation Amount are, in aggregate, less than the Aggregate MBAG Consideration Amount agreed in the Strategic Cooperation Agreement, the Company and MBAG shall, during the Company’s financial year ending 31 December 2022, agree the scope and value of further MBAG Technology that the Group will be provided access to over the course of that year (the “Phase 3 Technology”), which shall, subject to the specific commercial terms of supply being finalised, be documented between them (or their respective subsidiaries) in further Operational Agreements. The aggregate value of such Phase 3 Technology, when taken together with the Tranche 1 Valuation Amount and the Tranche 2 Valuation Amount (together, the “Aggregate Technology Valuation Amount”), shall be no less than the Aggregate MBAG Consideration Amount; • as soon as the Aggregate Technology Valuation Amount is equal to or exceeds the Aggregate MBAG Consideration Amount, which in any event shall be by no later than the first quarter of 2023, the Company shall issue the final tranche of Consideration Shares to MBAG (the “Tranche 3 Consideration Shares”); and • all Consideration Shares that have been agreed to be issued to MBAG in connection with the Strategic Cooperation shall be issued to it by no later than the first quarter of 2023.
If, following the issue of the Tranche 2 Consideration Shares or the Tranche 3 Consideration Shares (as relevant), the aggregate value of all MBAG Technology that the Company has been provided access to at such time is greater than the Aggregate MBAG Consideration Amount, the Company shall make MBAG whole for this shortfall by making an additional cash payment of an equivalent amount to MBAG (a “Cash Top-up”). The ability of the Company to make any Cash Top-up payments to MBAG, either after the issue of the Tranche 2 Consideration Shares or after the issue of the Tranche 3 Consideration Shares, is subject to a maximum cap of £28.6 million, being 10 per cent. of the Aggregate MBAG Consideration Amount.