ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

(the “Available Preferential Rights”) as instructed by KBCSecurities NV and Kempen & Co Corporate Finance B.V. toone or more of the persons that have signed an irrevocabletake up commitment in relation to the Offering; and• authorised KBC Securities NV and Kempen & Co CorporateFinance B.V. to sell, at their discretion, the remaining portionof their Available Preferential Rights (after the transferspursuant to the previous paragraph) for their benefiton Euronext Brussels in one or more transactions coordinatedby KBC Securities NV and Kempen & Co CorporateFinance B.V.Fagus NV, ING België NV and the holders of Contribution Sharesfurther undertook that, except for the transfers pursuant to thepreceding paragraph, they will not voluntarily transfer any oftheir Available Preferential Rights.The table below sets out (a) the identity of the Committers,(b) the Committed Amount of each Committer, and (c) theminimum aggregate subscription price, if any, for which suchCommitter requires to be able to subscribe to New Shares forsuch Committer’s take up commitment to be effective.CommitterCommittedAmountRequired minimum aggregatesubscription priceGemma Frisius-Fonds K.U.Leuven NV *, ** €750,000.00 €600,000.00ING België NV*, ** €500,000.00 /Katholieke Universiteit te Leuven ** €800,000.00 €250,000.00Kempen & Co N.V. ** €500,000.00 /Life Sciences Research Partners €750,000.00 €750,000.00Limburg Ventures B.V.* , ** €106,000.00 /NV Industriebank LIOF*, ** €106,000.00 /MIJNEN NV €3,000,000.00 €3,000,000.00Mondo NV €500,000.00 €500,000.00Nyenburgh Holding €500,000.00 €500,000.00O.G.B.B. A. van Herk B.V.* , ** €500,000.00 /ParticipatieMaatschappij Vlaanderen NV ** €2,000,000.00 /TOTAL €10,012,000.00 €5,600,000* Existing shareholder to the best of the Company’s knowledge, based on the latest transparency declarations received by the Company prior to the date of thisprospectus and based on information available of the private placements of 2009 and the Contribution.** Has stipulated in its irrevocable take up commitment that it shall only be obliged to subscribe to New Shares if and to the extent so requested by the Company, KBCSecurities NV or Kempen & Co Corporate Finance B.V. during the Scrips Private Placement.3.8.2 Underwriting AgreementThe Company and the Joint Global Coordinators andBookrunners expect (but have no obligation) to enter into anUnderwriting Agreement immediately following the pricingand allocation of the Scrips. Under the terms of this agreementeach of the Joint Global Coordinators and Bookrunners areexpected to, severally and not jointly, agree to, subject tocertain conditions, subscribe to a certain number of NewShares, in the ratio as specified below, for the account ofinvestors who have subscribed to such New Shares in theOffering, thereby guaranteeing the payment of such NewShares subscribed for by such investors during the Offeringbut not paid for by such investors on the Closing date of theOffering (“Soft Underwriting”).The New Shares subscribed for in the Offering but not paid forby the investors shall be soft underwritten by the Joint GlobalCoordinators and Bookrunners in the following proportions:UnderwritingUnderwritercommitment (%)KBC Securities NV 50%Kempen & Co N.V. 50%The Underwriting Agreement will provide that the Joint GlobalCoordinators and Bookrunners will have the right to terminatethe Underwriting Agreement before the completion of theshare capital increase in relation to the Rights Offering andthe Scrips Private Placement and the listing and delivery tosubscribers of the New Shares subscribed with Rights andwith Scrips upon the occurrence of any of the following events:(i) non satisfaction of any of the conditions precedent set outin the Underwriting Agreement, (ii) failure of the Company69 •