Terms and conditions regarding the issuance of
tranche warrants for the subscription of convertible notes
with share subscription warrants attached
Legal framework of the transaction
On June 18, 2018, Esperite N.V. ("Esperite") and European Select Growth Opportunities Fund, a
fund based in Australia (the "Investor") entered into an issuance agreement pursuant to which the
Investor has agreed to subscribe for up to 500 tranche warrants (the "Tranche Warrants") pursuant
to which the Investor has committed to subscribe for up to 500 convertible notes, with a principal
amount of EUR 10,000 each (the "Notes"), with share subscription warrants attached (the
"Warrants”) over the 24 months following the issuance of the first tranche, subject to the fulfilment of
certain conditions (as set out below), including shareholders' approval to be obtained at the next
general meeting.
Main characteristics of the Tranche Warrants
During a period of 24 months as from the issuance of the first tranche, Esperite may request (a
“Request”) the exercise of Tranche Warrants and the issuance of Notes with Warrants attached in
tranches of EUR 300,000 (first tranche) and EUR 250,000 (subsequent tranches) each, upon the
earlier of (i) the full conversion into shares and/or redemption in cash of all outstanding Notes and (ii)
the 3-month anniversary of the issuance of the previous tranche of Notes, provided that the following
conditions are satisfied:
(i) no more than 24 months shall have expired from the issuance of the first tranche;
(ii) (a) all the Notes that had been issued in connection with a previous tranche have been
converted into shares and/or repaid in full (including the Notes issued under the existing
financing agreement dated March 8, 2017) or (b) more than three months have elapsed since
the last Tranche Warrant exercise date;
(iii) no material adverse change shall have occurred;
(iv) no event that constitutes an event of default and no triggering event that would constitute an
event of default if not cured during the applicable cure period, if any, shall be in existence;
(v) no suspension of the trading of the shares on Euronext (other than intra-day suspension at the
request of Euronext Amsterdam under Euronext rules) shall have occurred over the 90
preceding calendar days (including the date of the sending of the Request);
(vi) the Issuer shall have at least:
? 2 times coverage of shares (based on the Conversion Price) authorized, available and
approved for issuance to the Investor upon conversion of the maximum amount of
Notes to be issued for the applicable Tranche, increased, as the case may be, by the
amount of any other outstanding Notes; and
? 1 time coverage of shares authorized, available and approved for issuance to the
Investor upon exercise of the maximum number of Warrants to be issued for the
applicable tranche;
(vii) taking into account the Notes to be issued to the Investor under the requested tranche, the
Investor shall not hold more than EUR 750,000 of aggregate principal amount of Notes;
(viii) the closing price and the daily volume weighted average price on each of the 5 preceding
trading days shall be at least equal to EUR 0.70 (subject to adjustments resulting from share
consolidation or share split); and
(ix) the average daily value traded of the shares over the 10 preceding trading days shall be at
least equal to EUR 20,000,
and the Investor shall have the obligation to subscribe for such tranches of Notes with Warrants
attached. The Investor may waive these conditions at its sole discretion, for an additional
consideration.
Not for distribution in the United States of America, Canada, Australia and Japan
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The Investor shall also have the right to exercise Tranche Warrants at its sole and exclusive
discretion in respect of the first 250 Tranche Warrants (i.e. up to an aggregate principal amount of
EUR 2.5 million). The remaining 250 Tranche Warrants shall only be exercisable upon request of
Esperite.
The Tranche Warrants are not transferable, except that the Investor may transfer or assign all or part
of its Tranche Warrants to one or more of its affiliates. The Tranche Warrants will not be admitted to
trading on any financial market.
Main characteristics of the Notes
The Notes have a nominal value of EUR 10,000 each and will be subscribed at 99.5% of such
nominal value. The Notes bear no interest and have a maturity of 12 months from their respective
issuance date.
Each Note gives its holders a conversion right to receive, at Esperite’s discretion (i) cash, (ii) ordinary
shares, or (iii) a combination of cash and ordinary shares (a "Conversion").