ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

The warrants were granted to selected beneficiaries bydecision of the board of directors. Under this plan, 25% of thewarrants become vested on each anniversary of the date ofthe grant, provided that the beneficiary still has a relationshipwith the Company via an employment agreement, a director’smandate or another collaboration agreement. The warrantscan only be exercised once vested, it being understood thatthey can only be exercised as from January 1 of the fourth yearfollowing the year in which they are granted (i.e., from January1, 2008 onwards for warrants granted in 2004). Non-exercisablewarrants become exercisable in case of an IPO or trade sale ofthe Company. All warrants were granted for free. The durationof the warrants is 5 years as of the issue date of the warrants.Warrants that have not been exercised within 5 years of theircreation become null and void 80 .On the date of this prospectus, 6,790 warrants were exercised.Warrants issued in April 2005 for employees, directors,and consultantsBy a decision of the extraordinary shareholders’ meeting ofApril 20, 2005, the Company issued 45,268 warrants giving thebeneficiaries the right to purchase shares of the Company ofclass B or D. The warrants were granted with an exercise priceequal to the fair market price of the underlying common sharesat the date of grant.The warrants were granted to selected beneficiaries bydecision of the board of directors. Under this plan, 25% of thewarrants become vested on each anniversary of the date ofthe grant, provided that the beneficiary still has a relationshipwith the Company via an employment agreement, a director’smandate or another collaboration agreement. The warrantscan only be exercised once vested, it being understood thatthey can only be exercised as from January 1 of the fourth yearfollowing the year in which they are granted (i.e., from January1, 2009 onwards for warrants granted in 2005). Non-exercisablewarrants become exercisable in case of an IPO or trade sale ofthe Company. All warrants were granted for free. The durationof the warrants is 5 years as of the issue date of the warrants.Warrants that have not been exercised within 5 years of theircreation become null and void. 8180 The extraordinary shareholders’ meeting of May 13, 2009 approved anextension of the warrant exercise period for these warrants up until May13, 2014, in accordance with Article 583 of the Companies Code and inaccordance with Article 21 of the Belgian Economic Recovery Law of March27, 2009.81 Idem footnote 80.Warrants issued in November 2005 for employees, directors,and consultantsBy a decision of the extraordinary shareholders’ meeting ofNovember 3, 2005, the Company issued 454,570 warrants givingthe beneficiaries the right to purchase shares of the Companyof class B or D. The warrants were granted with an exercise priceequal to the fair market price of the underlying common sharesat the date of grant.The warrants were granted to selected beneficiaries by decisionof the board of directors. Under this plan, 25% of the warrantsbecome vested on each anniversary of the date of the grant,provided that the beneficiary still has a relationship with theCompany via an employment contract agreement, a director’smandate or another collaboration agreement. The warrantscan only be exercised once vested, it being understood thatthey can only be exercised as from January 1 of the fourth yearfollowing the year in which they are granted (i.e., from January1, 2009 onwards for warrants granted in 2005). Non-exercisablewarrants become exercisable in case of an IPO or trade sale ofthe Company. All warrants were granted for free. The durationof the warrants is 5 years as of the issue date of the warrants.Warrants that have not been exercised within 5 years of theircreation become null and void. 82Warrants issued in February 2007 for employees, directors,and consultantsBy a decision of the extraordinary shareholders’ meeting ofFebruary 26, 2007, the Company issued 800,000 warrants givingthe beneficiaries the right to purchase common shares of theCompany.577,750 warrants were granted to selected beneficiaries bydecision of the board of directors. The weighted averageexercise price of the warrants was €6.50. The remaining222,250 warrants became null and void on September 26,2007. Under this plan, 25% of the warrants become vestedon each anniversary of the date of the grant, provided thatthe beneficiary still has a relationship with the Company viaan employment contract agreement, a director’s mandate oranother collaboration agreement. The warrants can only beexercised once vested, it being understood that they can onlybe exercised as from January 1 of the fourth year followingthe year in which they are granted (i.e., from January 1,2011 onwards for warrants granted in 2007). All warrants weregranted for free. The duration of the warrants is 10 years as of82 Idem footnote 80.188 • TiGenix • Rights Offering