SUBSCRIPTION AND SHAREHOLDERS AGREEMENT between Marco Bicocchi Pichi, Banca Sella Holding S.p.A., and Symbid Holding B.V. Table of contents

(a) Except as otherwise provided in this Agreement, no Shareholder shall assign, transfer, pledge, hypothecate, or otherwise encumber or dispose of in any way, all or any part of the Shares in the Company now or hereafter owned or held by such Shareholder. Any sale, assignment, transfer, pledge, hypothecation or other encumbrance or disposition of Company’s Shares not made in conformance with this Agreement shall be null and void, shall not be recorded on the books of the Company and shall not be recognized by the Company.

 

(b) Right of First Offer (ROFO) Each Party shall recognize the other Shareholders’ right to be given preference over Third Parties in the event of transfer of the company Shares held by the former (Right of First Offer -ROFO). If at any time any Shareholder (the "Seller") proposes to sell, transfer, pledge or otherwise dispose of (each, a "Transfer") Shares to one or more Persons (other than a Permitted Transferee), then the Seller shall give the Company a written notice of the Seller's desire to make the Transfer (the "ROFO Notice"), which ROFO Notice shall include (i) a description of the Shares to be transferred ("Offered Shares"), (ii) the proposed purchase price and (iii) the material terms and conditions upon which the proposed Transfer is to be made. The ROFO Notice constitutes the Seller's irrevocable offer to sell the Offered Shares to the Company and the other Shareholders under the terms of this Section 7.01, (b) (Right of First Offer). The Company shall immediately deliver a copy of the ROFO Notice to each of the Shareholders. Each Shareholder shall have the option for a period of thirty (30) days after such Shareholder’s receipt of the ROFO Notice (the "ROFO Deadline") from the Company to make an irrevocable offer to purchase up to its Pro Rata Share of the Offered Shares at the same price and subject to the same terms and conditions as described in the ROFO Notice (the "Shareholder’s Option"). Each Shareholder may exercise the Shareholder’s Option and purchase all or any portion of his, her or its Pro Rata Share (with any re-allotments as provided below) of the Offered Shares, by notifying the Company, on behalf of the Seller, in writing, before expiration of the ROFO Deadline as to the number of such shares which he, she or it wishes to purchase. The Company shall immediately deliver to the Seller a copy of all such notices received from the Shareholders. Each fully participating Shareholder shall have a right of re-allotment such that, if any other Shareholder fails to exercise the Shareholder’s Option in full.

 

(c) The term “transfer” referred to in paragraphs ( a and b) above shall be deemed to mean any deals, even free of charge and/or consideration (including: sale, exchange, company assignment, compulsory sale, block sale, merger or liquidation of the company, etc.), giving rise to the direct transfer of ownership or bare ownership or real rights (pledge or usufruct) to the company Shares to third parties.

 

(a) Notice of Sales. Without prejudice for the provision of section 7.01 (b) (Right of First Offer-ROFO) should any Shareholder propose to accept one or more bona fide Purchase Offer from any Third Party to purchase the Company’s Shares from such Shareholder (the “Offered Shares”), then such Shareholder shall promptly, but in no event later than thirty (30) days prior to the consummation of the sale, deliver notice (the "Co-Sale Notice") to the Company and each Shareholder stating the terms and conditions of such Purchase Offer including, without limitation, the number of Shares proposed to be sold or transferred, the nature of such sale or transfer, the consideration to be paid (which shall not be less than one hundred percent (100%) of the purchase price per Share set forth in the offer for the exercise of the Right of First Offer under section 7.01, b., and the name and address of the Third Party Purchaser.

(b) Co-Sale Right. Each Shareholder shall have the right (the "Co-Sale Right"), exercisable upon written notice to the Company within fifteen (15) days after receipt of the Co-Sale Notice, to participate in such Shareholder’s Sale of Offered Shares pursuant to the specified terms and conditions of such Purchase Offer. To the extent a Shareholder (for purposes of this Section 7.02 (Co-Sale Right), a"Selling Holder") exercises such Co-Sale Right in accordance with the terms and conditions set forth below, the number of Shares which such Shareholder may sell pursuant to such Purchase Offer shall be correspondingly reduced.

 

(c) To the extent that the Shareholders have not exercised their rights to participate in the sale of the Offered Shares within the time periods specified in Section 7.02 (Co-Sale Right), a Selling Holder shall be permitted to sell its or his Offered Shares without being subject to the Co-Sale Right.

 

(d) The exercise or non-exercise of the rights of the Shareholders hereunder to participate in one or more sales of Shares by a Seller under Section 7.01 (Right of First Offer) or Section 7.02 (Co-Sale Right) shall not adversely affect their rights to participate in subsequent sales of Shares by a Seller.

The provisions of Section 6.01 (Transfer of Shares), Section 6.02 (Right of First Offer) and Section 6.03 (Co-Sale Right) of this Agreement shall not pertain or apply to:

Any attempt by a holder to transfer Shares in violation of Section 6 shall be void and the Company agrees it will not give effect to such a transfer nor will it treat any alleged transferee as the holder of such Shares

The Parties hereby agree for the benefit of the Company that, without the prior written consent of all the Shareholders, the undersigned will not during the period commencing on the date thereof and ending two years after directly offer, pledge, assign, encumber, any Shares of the company or sell any option on the shares of the company.

 

 

Each Party reciprocally undertakes, on behalf of its advisors as well, to keep this Agreement and the content hereof strictly confidential and not to inform third parties hereof without the written consent of the Board of Directors. However, such information may be disclosed to

 

-the Company;

 

-employees or advisors of each Party who are subject to a corresponding duty of confidentiality on behalf of the other Parties;

 

-present and future investors who directly or indirectly participate in the Company if they are subject to a duty of confidentiality;

 

-banks in the course of the IPO of the Shares in the Company;

 

-tax and other authorities to the extent required by law; and

 

-to the extent disclosure is required by law or regulatory issues or if it has been made with the consent of the Investors and the Managing Directors.

 

(a) The Parties hereto undertake to make every effort to resolve any dispute over the validity, interpretation or execution of this Agreement amicably. Any dispute which could not be settled amicably within 60 days, shall be submitted to the sole competence of the Court of Milan, unless the Parties agree on a longer term.

 

 

This Shareholder Agreement and the rights and obligations deriving herefrom shall be fully and solely subject to and governed by Italian law, excluding any other law and excluding the application of any reference to private international law or reference to international conventions of private international law.

 

 

(a) In the event any provision hereof is or shall become invalid or unenforceable, the validity of the other provisions shall remain unaffected. In lieu of the invalid or unenforceable provision, a valid and enforceable provision which closely corresponds to the intended economic purpose of the invalid or unenforceable provision shall be deemed to be agreed upon. The same shall apply to any supplementary interpretation of any of the terms of this Shareholders’ Agreement.

 

(a) The Parties shall endeavour to procure that all present and future shareholders of the Company, except for any employees, are also parties to this Shareholders’ Agreement for the duration of this Shareholders’ Agreement. The parties to this Shareholders’ Agreement hereby grant every natural or legal entity that is entitled to purchase, to subscribe or to takeover shares in the Company an offer to become a party to this Shareholders’ Agreement. All prospective future shareholders shall make the acceptance of this offer in written form. Entering into this Shareholders’ Agreement shall only take effect provided that it is not subject to any conditions and without amendment.

 

(b) All rights and obligations arising under this Shareholders’ Agreement shall commence for the Parties on the day on which this Shareholders’ Agreement becomes legally valid, Banca Sella Holding and Marco Bicocchi Picchi and Symbid Holding BV have subscribed to the shares attributed to them in this Shareholders’ Agreement. If, at any time after signing of this Shareholders Agreement, a meeting of the shareholders of the Company is held (i.e. a shareholders’ resolution, prior to the date on which the implementation of the Capital Increase has been registered with the commercial register), the Company shall notify each of the Parties of the proposed resolution and each relevant Party (i.e. a Party not yet registered with the commercial register) shall inform the Company on the basis on the provisions set forth herein whether it would intend to vote for, against or abstain in respect of such resolution if its name had been entered on the commercial register as a holder of shares in the Company. Following receipt of such notifications the Early Shareholders undertake to vote on respect of the resolution in such manner as to ensure that the vote on the resolution is the same as it would have been if all of the shareholders had voted on the resolution.

 

(c) This Shareholders’ Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, permitted assignees and other transferees, including persons who purchase or receive Shares from a Shareholder, and the parties hereto agree for themselves and their respective heirs, executors, administrators, successors, permitted assignees and other transferees to execute any instruments which may be necessary or proper to carry out the purposes and intent of this Shareholders’ Agreement.

 

Notwithstanding any restrictions on the disposal of Shares under this Shareholders’ Agreement, all contracting Parties undertake to transfer their Shares (e.g. after termination of a trust agreement or upon intra group transfer) only to such person and/or legal entity who by written declaration towards the remaining parties undertake to enter into all rights and obligations in accordance with this Shareholders’ Agreement.

 

Any single rights and/or single obligations (e.g. payment obligations, information rights etc.) defined under this Shareholders’ Agreement cannot be transferred or assigned in whole or in part without the prior written consent of the other Parties hereto. However, the transferring Party shall remain liable in addition to the entering party for its obligations arising out of this Shareholders’ Agreement.

 

 

All notices and notifications necessary or authorized based on this Shareholders’ Agreement shall be given in writing, unless notarisation or any other specific form is required under this Shareholders’ Agreement, and shall be deemed to be effectively and validly given upon receipt thereof, if given by registered letter delivered by hand or registered letter with acknowledgment of receipt or by telegram or at the time of certification of dispatch by suitable certification issued by the sender’s appliance if sent by fax or email certificated digitally it is confirmed by written notice by the other party, whenever it is addressed as follows:

 

(a) If to Banca Sella Holding, to it at: Email addresses: ***@*** and ***@*** To the attention of Mariano Carozzi and Antonio Valitutti – private and confidential.

 

(b) If to Marco Bicocchi Pichi , to it at: Email address: ***@*** To the attention of Marco Bicocchi Pichi – private and confidential.

 

(c) If to Symbid Holding BV, to it at: Email addresses: ***@*** and ***@*** To the attention of the managing director – private and confidential.

or to any other address or fax number which each one may notify to the other shareholders, after the

date of signature of this Shareholders’ Agreement in accordance with the foregoing provisions. It remains understood that the parties also elect domicile at the aforesaid addresses, or at any other addresses notified in the future, for any purpose relating to this contract, including that of any judicial notices concerning the disputes referred to in article 8 above.

 

 

This Shareholders’ Agreement, together with the Appendices (which shall form an integral part of this Shareholders’ Agreement) constitute the Parties’ whole agreement and supersede, unless expressly provided otherwise herein, any previous agreement, contract or and understandings, whether verbal or written, between the Parties relating to the matters included in this Shareholders’ Agreement.

 

There are no collateral oral agreements. Amendments to this Shareholders’ Agreement, including this written form requirement must be made in writing in order to become enforceable and effective, unless mandatory law requires a stricter form.