EX-3.4 6 a2239081zex-3_4.htm EX-3.4

Exhibit 3.4

 

 

FORM OF DEED OF ISSUE

CENTOGENE N.V.

 

THIS DEED IS ENTERED INTO ON [DATE] BY

 

Centogene N.V., a public company with limited liability, having its corporate seat in Amsterdam (address: Am Strande 7, 18055 Rostock, Germany, trade register number: 72822872) (the “Company”).

 

NOW HEREBY AGREES AS FOLLOWS

 

1                                        DEFINITIONS AND INTERPRETATION

 

1.1                              Definitions

 

1.1.1                    In this Deed the following definitions shall apply:

 

Deed

 

This deed of issue.

 

 

 

DTC

 

Cede & Co., a partnership under the laws of the State of New York, United States of America, as nominee for The Depository Trust Company, a corporation under the laws of the State of New York, United States of America.

 

 

 

Issue Price

 

The issue price of USD [issue price] per Share to be paid by the Underwriters to the Company for the Shares.

 

 

 

Nasdaq

 

The Nasdaq Global Market.

 

 

 

Offering

 

The contemplated initial public offering, issuance and sale of, inter alia, the Shares and the admission to listing and trading of ordinary shares in the Company’s capital on Nasdaq.

 

 

 

Representatives

 

SVB Leerink LLC and Evercore Group L.L.C., as representatives of the several Underwriters.

 

 

 

Resolutions

 

The written resolutions of the Company’s general meeting and the Company’s pricing committee, each dated [date].

 

1

 

Shares

 

[number] ordinary shares in the Company’s capital, having a nominal value of EUR 0.12 each.

 

 

 

Transfer Agent

 

American Stock Transfer & Trust Company, LLC, a limited liability company under the laws of the State of New York, United States of America, in its capacity as the Company’s transfer agent.

 

 

 

Underwriters

 

The underwriters in the Offering, listed in Schedule A to the Underwriting Agreement.

 

 

 

Underwriting Agreement

 

The underwriting agreement dated [date] between the Company and the Representatives.

 

1.2                              Interpretation

 

1.2.1                    Terms that are defined in the singular have a corresponding meaning in the plural and vice versa.

 

1.2.2                    Although this Deed has been drafted in the English language, this Deed pertains to Dutch legal concepts. Any consequence of the use of English words and expressions in this Deed under any law other than Dutch law shall be disregarded.

 

1.2.3                    The titles and headings in this Deed are for construction purposes as well as for reference. No party may derive any rights from such titles and headings.

 

2                                        ISSUANCE

 

2.1                              Issuance of Shares

 

2.1.1                    In giving effect to the Resolution and the Company’s obligations under the Underwriting Agreement, the Company issues the Shares to the Representatives for the respective accounts of the Underwriters through the facilities of the DTC, in such names and denominations as the Representatives direct, in accordance with the terms of the Underwriting Agreement.

 

2.1.2                    Upon the Shares being credited to the Representatives through the facilities of the DTC, the DTC shall be considered to have accepted the Shares.

 

2

 

2.2                              Payment

 

2.2.1                    The aggregate Issue Price for the Shares has been satisfied in accordance with the terms of the Underwriting Agreement and the Company grants a discharge for the payment thereof.

 

2.2.2                    The Company approves payment of the Issue Price in a currency other than euro.

 

2.2.3                    To the extent that the aggregate Issue Price for the Shares exceeds the aggregate nominal value of the Shares, such excess shall be considered to be share premium and shall be added to the Company’s share premium reserve.

 

2.3                              Registration

 

2.3.1                    Promptly following the execution of this Deed, the Company shall (i) register the present issuance of the Shares in its register within the meaning of Section 2:85 of the Dutch Civil Code and (ii) cause the Transfer Agent to register the Shares in the register maintained by the Transfer Agent in respect of the ordinary shares in the Company’s capital.

 

3                                        MISCELLANEOUS PROVISIONS

 

3.1                              No rescission or nullification

 

3.1.1                    To the extent permitted by law, the Company waives its rights to rescind or nullify or to demand the rescission, nullification or amendment of this Deed, in whole or in part, on any grounds whatsoever.

 

3.2                              Governing law

 

3.2.1                    Without prejudice to the relevant provisions of Chapters 4 and 5 of Title 10 of Book 10 of the Dutch Civil Code this Deed shall be governed by and construed in accordance with the laws of the Netherlands.

 

3.3                              Jurisdiction

 

3.3.1                    Any dispute in connection with this Deed shall be submitted to the exclusive jurisdiction of the competent court in Amsterdam, the Netherlands.

 

(signature page follows)

 

3

 

Signature page to the deed of issue

 

 

 

 

Centogene N.V.

 

Name

:

Prof. A.T.F. Rolfs

 

Title

:

Chief Executive Officer

 

 

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