AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 8, 2016

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
Midatech Pharma PLC
(Exact name of registrant as specified in its charter)
 
 
England and Wales
 
Not Applicable
(State or Other Jurisdiction of
Incorporation or Organization)
 
(IRS Employer
Identification No.)
 
65 Innovation Drive
Milton Park
Abingdon, Oxfordshire, OX14 4RQ, United Kingdom
Tel: +44 (0)1235 841 575
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Midatech Pharma PLC 2016 U.S. Option Plan
(Full title of the plans)

Midatech Pharma PLC
Attn: John C. Petrolino
8601 Six Forks Road, Suite 160
Raleigh, North Carolina 25414
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Copies of communications to:

R. Douglas Harmon, Esq.
Michel Vanesse, Esq.
Parker Poe Adams & Bernstein LLP
Three Wells Fargo Center
401 South Tryon Street, Suite 3000
Charlotte, NC 28202
T: (704) 372-9000
F: (704) 334-4706
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
 
 
Large accelerated filer
 
  
Accelerated filer
 
             
Non-accelerated filer
 
☑ (Do not check if a smaller reporting company)
  
Smaller reporting company
 
 

 
CALCULATION OF REGISTRATION FEE
 
                 
Title of securities to be registered
 
Amount
to be
registered (1)(2)(3)
 
Proposed
maximum
offering price
per share (4)
 
Proposed
maximum
aggregate
offering price
 
Amount of
registration fee
Ordinary shares, nominal value 0.005p per share, to be
issued under the Midatech Pharma PLC 2016 U.S.
Option Plan
 
1,000,000
 
$1.54
 
$1,540,000
 
$178.49
                 


(1) Represents the maximum number of ordinary shares, nominal value 0.005p per share (the “Ordinary Shares”), of Midatech Pharma PLC (the “Company”) issuable under outstanding option awards granted under the Midatech Pharma PLC 2016 U.S. Option Plan (the “Plan”).

(2) The Ordinary Shares of Midatech may be represented by Midatech’s American Depositary Shares (“ADS”), evidenced by American Depositary Receipts, each representing two Ordinary Shares. A separate Registration Statement on Form F-6  (File No. 333-207186) was filed with the Securities and Exchange Commission on September 29, 2015, as amended on October 27, 2015, for the registration of ADSs evidenced by American Depositary Receipts issuable upon deposit of Ordinary Shares.

(3) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the number of Ordinary Shares registered includes an indeterminable number of Ordinary Shares as required to prevent dilution resulting from a stock split, stock dividend or similar transaction that results in an increase in the number of outstanding Ordinary Shares.

(4) Estimated solely for the purposes of calculating the registration fee. Such estimate has been computed in accordance with Rule 457(c) and 457(h) under the Securities Act, based on the average of the high and low quotation for Ordinary Shares on the AIM Market of the London Stock Exchange plc on December 2, 2016, and the buying rate for British pounds sterling of £1.00=$1.2685 based on noon buying rates published by the Federal Reserve Bank of New York for British pounds sterling on December 2, 2016.
 

 
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PART I
 
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
All information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the Note to Part I of  Form S-8.
 
PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.
 
The following documents furnished or filed with the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein, to the extent not superseded by documents or reports subsequently filed or furnished:
 
· Our Reports of Foreign Private Issuer on Form 6-K filed with the Commission on January 5, 2016, January 6, 2016, February 25, 2016, February 29, 2016, March 10, 2016, April 11, 2016, April 13, 2016, April 21, 2016, April 26, 2016, May 11, 2016, May 17, 2016, May 18, 2016, July 1, 2016, July 7, 2016, August 10, 2016, September 2, 2016, September 30, 2016 and October 11, 2016; October 28, 2016, November 15, 2016 and November 22, 2016.
 
· Our Annual Report on Form 20-F for the fiscal year ended December 31, 2015.
 
· The description of the Ordinary Shares included or incorporated by reference under Item 1 of the Registrant’s Registration Statement on Form 8-A filed with the Commission on December 2, 2015, including any amendment or report filed for the purpose of updating such description.
 
Additionally, all documents subsequently filed with the Commission by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment that indicates that all securities offered hereunder have been sold or that deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and be a part hereof from the date of the filing of such documents.
 
Any statement contained herein or in a document, all or apportion of which is incorporated or deemed to be incorporated by reference herein, will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or amended, to constitute a part of this Registration Statement.
 
ITEM 4.    DESCRIPTION OF SECURITIES.
 
Not applicable.
 
ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
Not applicable.
 
ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
The Registrant’s articles of association provide that, subject to the Companies Act 2006 of the United Kingdom, every person who is or was at any time a director, alternate director, or former director of the Registrant or of any of its subsidiaries may be indemnified out of the assets of the Registrant against all costs, charges, expenses, losses, damages and liabilities incurred by him or her in performing his duties or the exercise of his or her powers or otherwise in relation to such group company. Generally, under the Companies Act 2006 of the United Kingdom, a company may not indemnify its directors against personal liability covering: liability to the company in cases where the company sues the director (i.e., only liability to third parties can be the subject of an indemnity); liability for fines for criminal conduct or fines imposed by a regulator; or other liabilities, such as legal costs, in criminal cases where the director is convicted, or in civil cases brought by the company where the final judgment goes against the director.
 
The Registrant has entered into a deed of indemnity with each of its directors and officers. Except as prohibited by applicable law, these deeds of indemnity may require the Registrant, among other things, to indemnify its directors and officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by such directors and officers in any action or proceeding arising out of their service as a director or officer of Midatech, or one of its subsidiaries, or arising out of the services provided to another company or enterprise at the Registrant’s request.
 
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Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
 
ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.
 
Not applicable.
 
ITEM 8.    EXHIBITS.
 
The list of exhibits is set forth under “Exhibit Index” at the end of this registration statement and is incorporated herein by reference.
 
ITEM 9.    UNDERTAKINGS.
 
a. The undersigned Registrant hereby undertakes:
 
1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
 
i. To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
 
ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
 
iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
 
provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
 
2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
 
3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
b. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
c. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 as will be governed by the final adjudication of such issue.
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Abingdon, Oxfordshire, United Kingdom, on this 8 th day of December, 2016.
 
   
MIDATECH PHARMA PLC
 
       
 
By:
/s/ James N. Phillips
 
   
Name: James N. Phillips
 
   
Title: Chief Executive Officer
 
       
 
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POWER OF ATTORNEY
 
We, the undersigned, hereby severally constitute and appoint each of James N. Phillips, Nicholas Robbins-Cherry and John Petrolino, each in their individual capacity, our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to execute any and all amendments (including post-effective amendments) to this registration statement, to sign any registration statement filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to cause the same to be filed with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and desirable to be done in and about the premises as fully and to all intents and purposes as we might or could do in person, hereby ratifying and confirming all facts and things that said attorney-in-fact and agent, or his substitute may lawfully do or cause to be done by virtue thereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities as indicated on December 8, 2016.

     
Signature
 
Title
     
/s/ James N. Phillips
   
James N. Phillips
 
Chief Executive Officer (Principal Executive Officer) and Director
     
/s/ Nicholas Robbins-Cherry
   
Nicholas Robbins-Cherry
 
Chief Financial Officer (Principal Financial Officer
    and Principal Accounting Officer) and Director
     
/s/ Rolf Stahel
   
Rolf Stahel
 
Non-Executive Chairman of the Board
     
/s/ John Johnston
   
John Johnston
 
Non-Executive Director
     
/s/ Michele Luzi
   
Michele Luzi
 
Non-Executive Director
     
/s/ Pavlo Protopapa
   
Pavlo Protopapa
 
Non-Executive Director
     
/s/ Simon Turton
   
Simon Turton, Ph.D.
 
Senior Independent Non-Executive Director
     
/s/ Sijmen de Vries
   
Sijmen de Vries, M.D.
 
Non-Executive Director
 
6

 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of America of Midatech Pharma PLC, has signed this Registration Statement on Form S-8 on this 8 th day of December, 2016.
 
 
Midatech Pharma PLC
 
       
 
By:
/s/ John Petrolino               
 
 
Name:  
John Petrolino
 
  Title:
General Counsel and Chief Compliance Officer
 
 
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EXHIBIT INDEX

     
Exhibit No.
  
Description of Exhibit
     
3.1
  
Articles of Association of Midatech Pharma PLC (filed as Exhibit 3.1 to the Registrant’s Registration Statement on Form F-4 (File No. 333-206305), filed with the Commission on August 11, 2015, and incorporated herein by reference).
     
4.1
  
Specimen certificate representing ordinary shares of Midatech Pharma PLC (filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form F-4 (File No. 333-206305), filed with the Commission on August 11, 2015, as amended, and incorporated herein by reference).
     
4.2
  
Deposit Agreement dated December 4, 2015, by and among Midatech Pharma PLC, Deutsche Bank Trust Company Americas, as depositary, and all owners and holders from time to time of American Depositary Shares issued thereunder (filed as Exhibit (a) to the Registrant’s Registration Statement on Form F-6 (File No. 333-207186), filed with the Commission on September 29, 2015, as amended on October 27, 2015, and incorporated herein by reference).
     
4.3
  
Form of American Depositary Receipt (included in Exhibit 4.2).
     
5.1*
  
Opinion of Gateley Plc.
     
23.1*
  
Consent of BDO LLP, independent registered public accounting firm.
     
23.4*
 
Consent of Gateley Plc (included in Exhibit 5.1).
     
24.1*
  
Power of Attorney (included on the signature page).
     
99.1*
 
Midatech Pharma PLC 2016 U.S. Option Plan
     
*
 
Filed herewith.
 
 
8

Exhibit 5.1
 
 

 
 
Board of Directors
Midatech Pharma PLC
65 Innovation Drive
Milton Park
Abingdon, Oxfordshire
OX14 4RQ
UK
 
Date     8 December 2016
Our ref:  ADP/119315.1.1
 
 
 
 
 
 
 
Dear Sirs
 
Midatech Pharma PLC (the Company)
 
1. INTRODUCTION
 
1.1 We act as English legal advisers to the Company. You have asked us to provide an opinion (the Opinion ) in connection with a registration statement on Form S-8 (the Registration Statement ) to be filed by the Company with the United States Securities Exchange Commission (the Commission ) under the United States Securities Act of 1933, as amended ( Securities Act ). The Registration Statement is in connection with the Company’s proposed offer of 1,000,000   ordinary shares of 0.005 pence nominal value each in the capital of the Company (the Shares ) to be issued by the Company pursuant to the Midatech Pharma PLC 2016 U.S. Option Plan (the Plan ).  The Shares may be delivered in the form of American Depositary Shares ( ADSs ) represented by American Depositary Receipts ( ADRs ) that carry the right to receive such shares. By way of background, each ADR represents two ordinary shares of the Company and will be issued pursuant to a deposit agreement between the Company, Deutsche Bank Securities Americas, Inc., as depositary, and all holders from time to time of ADRs issued thereunder. A separate registration statement on Form F-6 (File No. 333-207186) was filed with the Securities and Exchange Commission on September 29, 2015, as amended on October 27, 2015, for the registration of ADSs evidenced by ADRs issuable upon deposit of the Company’s ordinary shares. The documents relating to the Plan and the Registration Statement are those documents listed in schedule 1 to this Opinion (the Transaction Documents ).
 
1.2 This Opinion is limited to the law of England and Wales ( English law ) in force at the date of this Opinion. It is given on the basis that it will be governed by and construed in accordance with English law and that any dispute concerning its interpretation or otherwise arising out of or in relation to it will be determined by the courts of England and Wales (the English courts ).  You agree to submit to the exclusive jurisdiction of such courts for such purpose.
 
1.3 We are qualified to practise English law and do not express or imply any opinion on any laws other than those of England and Wales (together England ). We have made no investigation of any other laws or regulations which may be relevant to the Company or the Transaction Documents.
 
1.4 In this Opinion a reference to a paragraph or schedule is, unless otherwise stated, a reference to a paragraph of, or a schedule to, this Opinion.
 
 
 
              
 
13 th Floor The Blade
Abbey Square
Reading
RG1 3BE
 
 
www.gateleyplc.com
Gateley Plc is a public limited company incorporated in England and Wales.
Registered Number: 9310187.  Registered Office: One Eleven, Edmund Street, Birmingham B3 2HJ.
Authorised and regulated by the Solicitors Regulation Authority.
 

 
1.5 The headings in this Opinion are for convenience only and do not affect the interpretation or construction of this Opinion.
 
1.6 The schedules form part of this letter and have the same effect as if expressly set out in the body of this letter and shall be interpreted and construed as though they were set out in this letter.
 
2. DOCUMENTS REVIEWED AND ENQUIRIES MADE
 
2.1 For the purposes of this Opinion we have:
 
2.1.1 examined the documents listed in part 1 of schedule 2 to this Opinion; and
 
2.1.2 carried out the searches and enquiries listed in part 2 of schedule 2 to this Opinion.
 
2.2 We have not reviewed any other documents, looked at any other information, carried out any other searches or made any other enquiries for the purposes of this Opinion.  However, we have reviewed all documents, and made all such investigations of law, as we have determined appropriate as a basis for the opinions contained in this Opinion.
 
3. ASSUMPTIONS AND QUALIFICATIONS
 
3.1 The opinions in this Opinion are:
 
3.1.1 strictly limited to the matters set out in paragraph 4 and do not extend to any other matters;
 
3.1.2 based on the assumptions listed in schedule 3; and
 
3.1.3 subject to:
 
(a) the qualifications listed in schedule 4; and
 
(b) any matters not disclosed to us.
 
4. OPINIONS
 
4.1 As at the date of this Opinion we are of the opinion that the Shares which are the subject of the Plan will, when allotted and issued on exercise of the share options on the terms of the Plan, be:
 
4.1.1 validly issued;
 
4.1.2 fully paid; and
 
4.1.3 non assessable,
 
as each of those terms are defined in paragraph 4.2 of this Opinion.
 
4.2 The following terms have the following meanings where used in this paragraph 4:
 
4.2.1 validly issued means that the Company is a public limited company duly incorporated in England and Wales and validly existing under English law and that the Shares are duly authorised (as defined in paragraph 4.2.2 below) and that the actions required by English law to approve the allotment and issue of the Shares have been or will be taken and the Shares have been or will be allotted and issued in compliance with English law and the Company’s constitutional documents;
 
4.2.2 duly authorised means that the Company, under English law and its articles of association, has the power to allot and issue the Shares and has taken all corporate actions necessary to create that power;
 
4.2.3 fully paid means that that the consideration received or to be received by the Company under the Transaction Documents for the Shares satisfies in both nature and amount the consideration required under English law for the Shares which are the subject of the Plan to be fully paid up as to their nominal value and any share premium with which they are to be allotted and issued;
 
4.2.4 non assessable means that the holder of the Shares is not liable for additional assessments or calls on the Shares by the Company or its creditors following payment of the consideration paid or to be paid for the Shares on exercise of the options under the terms of the Plan.
 
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5. LIMITATION ON LIABILITY
 
5.1 THE AGGREGATE LIABILITY OF GATELEY PLC FOR DAMAGE IN CONNECTION WITH THIS OPINION SHALL BE LIMITED TO £3,000,000 (three million pounds) which is currently over twice the market value of the Shares to be allotted and issued under the Plan.
 
For this purpose Damage means the aggregate of all losses, liabilities or damages (including any interest thereon) and costs suffered or incurred, directly or indirectly, by any person purporting to rely on this Opinion with or arising out of this Opinion, including as a result of breach of contract, breach of statutory duty, tort (including negligence) or other act or omission by Gateley Plc, excluding any such losses, damages or costs arising from the fraud, fraudulent misrepresentation or dishonesty of Gateley Plc or in respect of liabilities which cannot lawfully be limited or excluded.
 
5.2 The limit on our liability referred to in paragraph 5.1 refers to our liability to all persons purporting to rely on this Opinion, collectively. Any amount paid by us in respect of liabilities will be allocated among all such persons, as appropriate. This allocation is entirely a matter of for the relevant persons and there is no obligation to inform us of the allocation.
 
5.3 The extent to which any Damage will be recoverable from us will be limited so as to be in proportion to our contribution to the overall fault for such Damage, taking into account any contributory negligence by the claimant, its other advisers and/or any other third party responsible to the claimant and/or liable in respect of such Damage.
 
5.4 No person is permitted to bring any claim in respect of Damage against any of our shareholder, officers, employees, agents or consultants even where any of them have been negligent.  This restriction will not operate to exclude any liability which cannot be excluded at law or to exclude the liability of Gateley Plc for the acts or omissions of any of our shareholder, officers, employees, agents or consultants.  Each of our shareholder, officers, employees, agents or consultants will have the right to enforce this paragraph 5 pursuant to the Contracts (Rights of Third Parties) Act 1999.  Any reference to a "partner" is to an employee of Gateley Plc with that title. The use of that term does not imply that such employees of Gateley Plc are carrying on business in partnership for the purposes of the Partnership Act 1890.
 
5.5 Nothing in this paragraph 5 will affect any liability which we have at any time in respect of any Damage caused by our fraud, fraudulent misrepresentation or reckless disregard of our professional obligations or any other situation where the law prohibits us from excluding or limited our liability.
 
6. RELIANCE
 
6.1 This Opinion is addressed to the Company and given for the purpose of filing with the Commission pursuant to item 601(b)(5) of the Regulation S-K under the Securities Act and for the benefit of the persons receiving shares pursuant to the terms of the Plan. We consent to the use of this Opinion as an exhibit to the Registration Statement and any amendment thereto.  In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.
 
6.2 This Opinion may not, without our prior written consent, be distributed, circulated, quoted, referred to, relied upon by or otherwise disseminated to any other entity or person.
 
 
Yours faithfully
 
 
 
/s/ GATELEY PLC
 
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SCHEDULE 1
 
Transaction Documents
 
1. Board meeting minutes of the Company regarding the issue of the Shares and Registration Statement dated   7 December 2016.
 
2. Executed Registration Statement on Form S-8 filed with the Commission on the date hereof.
 
3. Midatech Pharma PLC 2016 U.S. Option Plan included as Exhibit 99.1 to the Registration Statement.
 
4.  The Midatech Pharma PLC 2016 U.S. Option Plan Incentive Stock Option Agreement and the Midatech Pharma PLC 2016 U.S. Option Plan Non-Qualified Stock Option Agreement (being the two forms of proposed option agreement from which the Company would select one to be entered into with each holder of options under the Plan).
 
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SCHEDULE 2
 
Part 1– Reviewed documents
 
1. The Transaction Documents listed in Schedule 1.
 
2. A copy of the Company's certificate of incorporation.
 
3. A copy of the Company’s current articles of association as filed with the Registrar of companies in England and Wales and showing on the register at Companies House as having been adopted on 02 December 2014 and filed on 22 December 2014.
 
Part 2– Searches and enquiries
 
1. An on-line search of the Company's records as filed with the Registrar of Companies in England and Wales conducted on 25 November 2016 and updated at 9am on Wednesday 7 December 2016.
 
2. A search at the Companies Court in London of the Central Registry of Winding Up Petitions in relation to the Company carried out at 9am on Wednesday 7 December 2016.
 
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SCHEDULE 3
 
Assumptions
 
The opinions in this Opinion are based on the following assumptions:
 
1. All signatures, stamps and seals on all documents (whether originals or copies) are genuine, all original documents are authentic, complete and up to date, and all copy documents are true and complete copies of authentic, complete and up to date originals.
 
2. The documents reviewed and referred to in part 1 of schedule 2 have not been amended or rescinded and remain in full force and effect.
 
3. The persons who become holders of Shares pursuant to the operation of the Plan will actually pay in full the amounts that they are required to pay to the Company on the exercise of the options that they are granted under the terms of the Plan.
 
4. The Registration Statement has been or will be deemed effective pursuant to the Securities Act.
 
5. The Shares are capable of being deposited in exchange for American Depositary Shares ( ADSs ) represented by American Depositary Receipts ( ADRs ), without any further amendment, adjustment or approval by the Company of the deposit agreement between the Company, Deutsche Bank Securities Americas, Inc., as depositary, and all holders from time to time of ADRs issued thereunder, or of the previous registration statement on Form F-6 (File No. 333-207186) that was filed with the Securities and Exchange Commission on September 29, 2015, as amended on October 27, 2015, for the registration of ADSs evidenced by ADRs issuable upon deposit of the Company’s ordinary shares, all as referred to in paragraph 1.1 of this Opinion.
 
6. The Company or its board of directors, or other relevant officers of the Company or the relevant committee of the board of directors shall liaise with the Company's nominated adviser and broker and/or London Stock Exchange plc, and any other relevant authority, as may be required in connection with the admission of the relevant shares to trading on AIM and/or any other market on which the relevant shares may from time to time be traded.
 
7. The Company or its board of directors, or other relevant officers of the Company or the relevant committee of the board of directors shall liaise with the Company’s registrar, secretary or any other person as may be required to update the books and records of the Company and make any relevant filings with the Registrar of Companies or elsewhere (including without limitation an appropriate form SH01).
 
8. That the Plan is an employees' share scheme as defined in section 1166 of the Companies Act 2006 ( CA 2006 ) and that the Shares shall only be allotted and issued under the Plan to bona fide employees or former employers of the Company, any subsidiary of the Company or the Company's holding company or any subsidiary of the Company's holding company .
 
9. In relation to the searches and enquiries referred to in part 2 of schedule 2:
 
9.1 the information disclosed by those searches and enquiries is true, complete, accurate and up to date;
 
9.2 there is no information which should have been disclosed by those searches and enquiries which has not been disclosed for any reason; and
 
9.3 further searches and enquiries would not have revealed additional or different matters that could have affected the opinions in this letter.
 
Please note, however, that those searches and enquiries may be unreliable and, in particular, they are not conclusively capable of disclosing whether or not insolvency proceedings have been commenced in England and they do not indicate if insolvency proceedings have begun elsewhere. Further, they do not reveal whether or not any warning notice or restrictions notice has been issued under part 21A (Information about people with significant control) and schedule 1B (Enforcement of disclosure requirements) CA 2006.
 
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10. The directors of the Company acted in good faith and each of the Transaction Documents will promote the success of the Company for the benefit of the Company's members as a whole.
 
11. No party to a Transaction Document is, or will be, engaging in misleading, deceptive or unconscionable conduct or seeking to conduct any relevant transaction or any associated activity in a manner or for a purpose not evident on the face of the Transaction Documents or otherwise within our actual knowledge which might render any Transaction Document, or any transaction contemplated by such documents or any associated activity, illegal, void or voidable.
 
12. The Company has not passed a resolution for its winding up and no proceedings have been commenced or steps taken for the winding up of the Company or for the appointment of an administrator, administrative receiver or receiver in respect of all or any of the assets of the Company and no analogous procedure or step has been taken in relation to the Company in any jurisdiction.
 
13. As regards the legally binding effect and enforceability in England of documents, obligations and other matters referred to under such documents, such documents, obligations and other matters are not illegal, non-binding or unenforceable under or by virtue of any applicable laws outside England (as to which we express no opinion).
 
14. To the extent that any obligation under the Transaction Documents is to be performed in a jurisdiction other than England, its performance will not be illegal, non-binding or unenforceable under the laws of such jurisdiction (as to which we express no opinion).
 
15. There is no other fact, matter or document which would, or might, affect this Opinion and which was not revealed by the documents examined or the searches and enquiries made.
 
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SCHEDULE 4
 
Qualifications
 
The opinions in this Opinion are subject to the following qualifications:
 
1. SEARCHES
 
1.1 Any search of documents filed with the Registrar of companies in England and Wales may not completely and accurately reflect the corporate situation of the Company due to:
 
1.1.1 failure by officers of the Company to file documents that ought to be filed;
 
1.1.2 statutory prescribed time periods within which documents evidencing corporate actions may be filed;
 
1.1.3 the possibility of additional delays (beyond the statutory time limits) between the taking of corporate action and the necessary filings with the Registrar of companies in England and Wales;
 
1.1.4 the possibility of delays with the Registrar of Companies in England and Wales in the registration of documents and their subsequent copying onto the Company's records; and
 
1.1.5 errors and mis-filing that may occur.
 
1.2 In addition, any search of the register at Companies House is not capable of revealing:
 
1.2.1 whether or not any notice of intention to appoint an administrator had been filed prior to the appointment of such administrator and the filing of the details of such appointment;
 
1.2.2 prior to the making and filing of the relevant order, whether or not a winding-up petition or an application for an administration order has been presented; or
 
1.2.3 any warning notice or restrictions notice issued under part 21A (Information about people with significant control) and schedule 1B (Enforcement of disclosure requirements) CA2006.
 
1.3 Any search of the Central Registry of Winding Up Petitions at the Companies Court in London relates only to a compulsory winding-up and is not conclusively capable of revealing whether or not a winding-up petition in respect of a compulsory winding-up has been presented since:
 
1.3.1 there may be delays in entering details of petitions on the index;
 
1.3.2 District Registries and County Courts may not notify the Central Index immediately (or at all) of petitions which they have issued;
 
1.3.3 errors and mis-filing may occur; and
 
1.3.4 the response to an enquiry only relates to the period of six months prior to the date when the enquiry was made.
 
2. NO OPINION ON OTHER MATTERS
 
We express no opinion on any other matters other than those specifically set out in paragraph 4 of this Opinion. In particular, without limitation:
 
2.1 this Opinion relates only to the domestic law of England and not their conflict of law rules.  It is assumed that no law of a jurisdiction other than England affects the conclusions in this Opinion and no opinion is expressed in relation to any such laws;
 
2.2 we express no opinion as to the tax treatment or consequences of the Transaction Documents or of the transactions contemplated by it or on any taxation aspect;
 
2.3 we express no opinion on the ability of any person that is not a party to a Transaction Document to enforce any obligations arising under that Transaction Document, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise;
 
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2.4 we express no opinion as to whether the Company's execution and delivery of the Transaction Documents or the exercise of its rights or the performance of its obligations under those documents causes it to breach any agreement to which it is party;
 
2.5 we express no opinion on the enforceability of any Transaction Document by any person not party to it;
 
2.6 we express no opinion as to the enforceability of any provision of the Transaction Documents which attempts to limit or restrict the right of any Company to amend its constitutional documents;
 
2.7 we express no opinion as to whether the Company's execution and delivery of the Transaction Documents or the exercise of its rights or the performance of its obligations under those documents causes it to breach any agreement to which it is party;
 
2.8 we express no opinion on matters of fact; and
 
2.9 in so far as any of the opinions in this Opinion may express or be deemed to express any opinion as to future events or matters, our opinion is based solely upon existing law in force as at today's date and upon existing documents of which we have knowledge. We have not undertaken to update our opinion in future or to advise you of any changes in law (or its interpretation) that might affect our opinion.
 
 
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Exhibit 23.1
    
Consent of Independent Registered Public Accounting Firm

 

 
Midatech Pharma PLC
Abingdon, Oxfordshire
United Kingdom

 
We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement on Form S-8 of our report dated April 13, 2016, relating to the consolidated financial statements of Midatech Pharma PLC appearing in the Company’s Annual Report on Form 20-F for the year ended December 31, 2015.
 
 
 
/s/ BDO LLP
 
BDO LLP
Reading
United Kingdom
 

 
December 8, 2016
 
 
 

Exhibit 99.1

MIDATECH PHARMA PLC
2016 U.S. OPTION PLAN


ARTICLE 1. PURPOSE AND EFFECTIVE DATE

1.1            In General .  Midatech Pharma PLC (the “Company”) previously established and currently maintains the Midatech Pharma PLC Enterprise Management Incentive Scheme (the “Scheme”) to promote the interests of the Company and its shareholders.  The purposes of the Scheme are to provide eligible employees providing services to the Company and its Subsidiaries with incentives to contribute to the Company’s performance and growth, in the form of options allowing such persons to acquire equity ownership in the Company, and to enhance the Company’s ability to attract, reward and retain such persons upon whose efforts the Company’s success and future growth depends.

1.2            Purpose of the Plan .  The Company hereby adopts the Midatech Pharma PLC 2016 U.S. Option Plan (the “Plan”), as a sub-plan of the Scheme, to further promote the interests of the Company and its shareholders.  The purpose of the Plan is to specify the terms and conditions applicable to options that are granted under the Scheme to eligible employees of U.S. Subsidiaries. Any and all options granted under the Plan to such persons remain subject to the rules set forth in the Scheme, except to the extent  necessary to comply with the terms and conditions of the Plan.

ARTICLE 2. DEFINITIONS

2.1            Definitions .  As used in the Plan, the following capitalized terms shall have the meanings set forth below. Capitalized terms not otherwise defined below shall have the meaning given such terms in the Scheme.

(a)            “Award” means, individually or collectively, a grant under this Plan of Incentive Stock Options or Nonqualified Stock Options.

(b)            “Award Agreement” means an agreement between the Company and a Participant, setting forth the terms and conditions applicable to an Award granted to the Participant under this Plan.  The Award Agreement may be in such form as the Committee shall determine.

(c)            “Cause” means, except to the extent the applicable Award Agreement provides otherwise or incorporates a different definition of “Cause,”  any act, action or series of acts or actions or any omission, omissions, or series of omissions that result in, or that have the effect of resulting in, (i) the commission by the Participant of a crime involving moral turpitude, which crime has a material adverse impact on the Company or a Subsidiary or which is intended to result in the personal enrichment of the Participant at the expense of the Company or a Subsidiary; (ii) the Participant’s material violation of his responsibilities, or the Participant’s gross negligence or willful misconduct; or (iii) the continuous and willful failure by the Participant to follow the reasonable directives of the Board of Directors.  In any event, the existence of “Cause” shall be determined by the Committee (or its delegate).
    

 
(d)            “Change in Control” means, except to the extent the applicable Award Agreement provides otherwise or incorporates a different definition of “Change in Control,” any merger or consolidation in which the Company is not the surviving corporation and which results in the holders of the outstanding voting securities of the Company (determined immediately prior to such merger or consolidation) owning less than a majority of the outstanding voting securities of the surviving corporation (determined immediately following such merger or consolidation), or any sale or transfer by the Company of all or substantially all of its assets or any tender offer or exchange offer for, or the acquisition, directly or indirectly, by any person or group of, all or a majority of the then-outstanding voting securities of the Company.  Notwithstanding the foregoing, to the extent necessary to comply with Section 409A of the Code, the foregoing events shall constitute a Change in Control to the extent an Award provides nonqualified deferred compensation subject to Section 409A of the Code only if such events also constitute a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A of the Code.
    
(e)            “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor act thereto.  Reference to any section of the Code shall be deemed to include reference to applicable regulations or other authoritative guidance thereunder, and any amendments or successor provisions to such section, regulations or guidance.

(f)             “Committee” means (i) the committee appointed by the Board to administer the Plan or (ii) in the absence of such appointment, the Board itself.  Notwithstanding the foregoing, to the extent required for Awards to be exempt from Section 16 of the Exchange Act pursuant to Rule 16b-3, the Committee shall consist of two or more Directors who are “non-employee directors” within the meaning of such Rule 16b-3, and to the extent required for Awards to satisfy the requirements for “performance-based compensation” within the meaning of Section 162(m) of the Code, the Committee shall consist of two or more Directors who are “outside directors” within the meaning of Section 162(m) of the Code.

(g)            “Company” means Midatech Pharma PLC, or any successor thereto.

(h)            “Director” means any individual who is a member of the Board.

(i)              “Disability” means, except to the extent the applicable Award Agreement provides otherwise or incorporates a different definition of “Disability,” a permanent and total disability as described in Section 22(e)(3) of the Code and determined by the Committee.  Notwithstanding the foregoing, to the extent an Award provides nonqualified deferred compensation subject to Section 409A of the Code, Disability shall mean that a Participant is disabled within the meaning of Section 409A(a)(2)(C)(i) or (ii) of the Code.

(j)              “Employee” means any employee of the Company or any Subsidiary that is formed in the United States.  Directors who are not otherwise employed by the Company or a Subsidiary are not considered Employees under this Plan.

(k)            “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.  Reference to any section of (or rule promulgated under) the Exchange Act shall be deemed to include reference to applicable rules, regulations or other authoritative guidance thereunder, and any amendments or successor provisions to such section, rules, regulations and guidance.

(l)              “Fair Market Value” means, as of a particular date, the value of a Share determined on the basis of the closing sale price on the principal securities exchange on which the Shares may then be traded on the date as of which Fair Market Value is to be determined or, if there is no such sale on the relevant date, then on the last previous day on which a sale was reported.  To the extent permitted under applicable laws, Fair Market Value can also be determined by using a volume weighted average price for a certain number of days (not to exceed twenty (20) days) preceding the relevant date for Fair Market Value determination.
 
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(m)           “Family Members” means the Participant’s minor child, minor stepchild or spouse.

(n)            “Incentive Stock Option” or “ISO” means an option to purchase Shares granted under Article 6, which is designated as an Incentive Stock Option and is intended to meet the requirements of Section 422 of the Code.

(o)            “Involuntary Termination Without Cause” means the dismissal, or the request for the resignation, of a Participant by either (i) a court order, order of any court-appointed liquidator or trustee of the Company, or the order or request of any creditors’ committee of the Company constituted under the federal bankruptcy laws, provided that such order or request contains no specific reference to actions or omissions that would constitute Cause; or (ii) a duly authorized corporate officer of the Company or any Subsidiary, or by the Board, for any reason other than for Cause.

(p)            “Named Executive Officer” means a Participant who is considered a “covered employee” for purposes of Section 162(m) of the Code.

(q)            “Nonqualified Stock Option” or “NSO” means an option to purchase Shares granted under Article 6, and which is not intended or otherwise fails to meet the requirements of Section 422 of the Code.

(r)            “Option” means an Incentive Stock Option or a Nonqualified Stock Option.

(s)            “Option Price” means the price at which a Share may be purchased by a Participant pursuant to an Option, as determined by the Committee in accordance with Article 6.

(t)            “Participant” means an Employee who has been granted an Award under the Plan and which Award is outstanding.

(u)            “Plan” means this Midatech Pharma PLC 2016 U.S. Option Plan, as amended from time to time.

(v)            “Subsidiary” means a corporation, partnership, limited liability company, joint venture or other entity in which the Company directly or indirectly controls more than 50% of the voting power or equity or profits interests; provided, that for purposes of Incentive Stock Options, Subsidiary means a “subsidiary corporation” within the meaning of Section 424(f) of the Code.  Unless the Committee provides otherwise, for purposes of granting Options, an entity shall not be considered a Subsidiary if such Options would then be considered to provide for a deferral of compensation within the meaning of Section 409A of the Code.

(w)            “Ten Percent Stockholder” means a Participant who owns (directly or by attribution within the meaning of Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, any Subsidiary or a parent of the Company.

(x)            “Termination of Service” means, except to the extent the applicable Award Agreement provides otherwise or incorporates a different definition of “Termination of Service” (and which may instead use the term “Separation from Service,” including for purposes of compliance with Section 409A of the Code), the termination of a Participant’s service with the Company and its Subsidiaries as an Employee or consultant for any reason other than a change in the capacity in which the Participant renders service to the Company or a Subsidiary or a transfer between or among the Company and its Subsidiaries.  Unless otherwise determined by the Committee, an Employee shall be considered to have incurred a Termination of Service if his or her employer ceases to be a Subsidiary.  All determinations relating to whether a Participant has incurred a Termination of Service and the effect thereof shall be made by the Committee in its discretion, including whether a leave of absence shall constitute a Termination of Service, subject to applicable law.
 
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ARTICLE 3. ADMINISTRATION

3.1            Authority of the Committee .  Subject to the provisions of the Plan, the Committee shall have full and exclusive power to select the individuals to whom Awards may from time to time be granted under the Plan; grant Awards; determine the size and types of Awards; determine the terms, restrictions and conditions of Awards in a manner consistent with the Plan (including, but not limited to, the number of Shares subject to an Award; vesting or exercise conditions applicable to an Award; the duration of an Award; restrictions on transferability of an Award and any Shares issued thereunder; whether, to what extent and under what circumstances Awards may be settled in cash, Shares or otherwise; subject to applicable law, the effect of a suspension of employment or leave of absence on an Award; and other restrictions and covenants upon which a Participant’s rights to receive, exercise or retain an Award or cash, Shares or other gains related thereto shall be contingent); construe and interpret the Plan and any agreement or instrument entered into under the Plan; correct any defect, supply any omission and reconcile any inconsistency in the Plan or any Award Agreement and determine all questions arising under the Plan or any Award Agreement; establish, amend, waive or rescind rules and regulations for the Plan’s administration (including without limitation rules and regulations relating to the Plan as a sub-plan established for the purposes of satisfying applicable U.S. laws or qualifying for favorable tax treatment under applicable U.S. laws, as provided in Section 11.14); delegate administrative responsibilities under the Plan; and (subject to the provisions of Article 9) amend the terms and conditions of any outstanding Award to the extent such terms and conditions are within the discretion of the Committee, including accelerating the time any Option may be exercised, waiving restrictions and conditions on Awards and establishing different terms and conditions relating to the effect of a Termination of Service.  The Committee also shall have the absolute discretion to make all other determinations and take any other actions that may be necessary or advisable in the Committee’s opinion for the administration of the Plan.

3.2            Award Agreements .  Each Award granted under the Plan shall be evidenced by an Award Agreement in such form as the Committee shall determine.  Each Award Agreement shall be subject to the applicable terms and conditions of the Plan and incorporate any other terms and conditions, not inconsistent with the Plan (except when necessary to comply with Section 409A or other applicable law), as may be directed by the Committee.  Except to the extent prohibited by applicable law, the Committee may, but need not, require as a condition of any such Award Agreement’s effectiveness that the Agreement be signed by the Participant.

3.3            Decisions Binding .  All determinations, decisions and interpretations made by the Committee pursuant to the provisions of the Plan and all related resolutions of the Board shall be final, conclusive and binding on all persons, including the Company, the Company’s shareholders, and Participants and their estates and beneficiaries.

3.4            Indemnification .  In addition to such other rights they may have as Directors or members of the Committee, each person who is or shall have been a member of the Committee shall be indemnified and held harmless by the Company against any loss, cost, liability or expense (including settlement amounts paid with the approval of the Committee) that may be imposed upon or reasonably incurred by the Committee member in connection with or resulting from any claim, action, suit or proceeding in which the member may be a party or otherwise involved by reason of any action taken or failure to act under or in connection with the Plan or any Award, except with respect to matters as to which the Committee member has been grossly negligent or engaged in willful misconduct or as prohibited by applicable law; provided, however, that the member shall give the Company an opportunity, at its own expense, to handle and defend the same before the member undertakes to handle and defend it on the member’s own behalf.
 
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ARTICLE 4. SHARES SUBJECT TO THE PLAN; LIMITS

4.1            Shares Available Under the Plan .  Subject to adjustments as provided in Section 4.3 and to the limits otherwise set forth in the Scheme, the aggregate number of Shares that may be issued pursuant to Awards under the Plan is  One Million  (1,000,000) Shares.  Shares issued under the Plan may be shares of original issuance, shares held in the treasury of the Company or shares purchased in the open market or otherwise.  Shares covered by Awards that expire or are forfeited or canceled for any reason or which are settled in cash or otherwise are terminated without the delivery of the full number of Shares underlying the Award or to which the Award relates shall be available for further Awards under the Plan to the extent of such expiration, forfeiture, cancellation, cash settlement, etc.  However, Shares subject to an Award that are (a) withheld or retained by the Company in payment of the Option Price or other exercise or purchase price of an Award (including Shares withheld or retained by the Company or not issued in connection with the net settlement or net exercise of an Award), or (b) tendered to, withheld or retained by the Company in payment of tax withholding obligations relating to an Award shall not become available   again for Awards under the Plan.

Notwithstanding the other provisions of this Section 4.1, the maximum number of Shares that may be issued pursuant to ISOs under this Plan shall be One Million (1,000,000) Shares, subject to adjustments as provided in Section 4.3.  No fractional shares shall be issued, and the Committee shall determine the manner in which fractional share value shall be treated.

4.2            Individual Award Limits .  Notwithstanding any provision in the Plan to the contrary, no Participant shall be granted, during any one calendar year, Options covering in the aggregate more than One Hundred Thousand (100,000) Shares.

The foregoing limitation shall be applied in a manner that will permit Awards that are intended to constitute “performance-based compensation” under Section 162(m) of the Code to meet the applicable requirements thereunder.

4.3            Adjustments .  In the event of a reorganization, recapitalization, stock split, stock dividend, extraordinary dividend, spin-off, combination of shares, merger, consolidation or similar transaction or other change in corporate capitalization affecting the Shares, equitable adjustments and/or substitutions, as applicable, to prevent the dilution or enlargement of rights may be made by the Committee to the maximum number and kind of Shares that may be issued under the Plan set forth in Section 4.1, the number of Shares subject to the ISO limit in Section 4.1, the number of Shares subject to the Award limits set forth in Section 4.2 (to the extent such adjustment would not cause a failure to comply with the “performance-based compensation” exception under Section 162(m) of the Code) and in the number, kind and price of Shares subject to outstanding Awards granted under the Plan.  In addition, the Committee, in its discretion, shall have the right to make such similar adjustments as described above in the event of any corporate transaction to which Section 424(a) of the Code applies or such other event that in the judgment of the Committee necessitates an adjustment as may be determined to be appropriate and equitable by the Committee.  Adjustments under this Section 4.3 shall, to the extent practicable and applicable, be made in a manner consistent with the requirements of Sections 162(m) and 409A of the Code and, in the case of ISOs, Sections 422 and 424(a) of the Code.  Notwithstanding the foregoing, the number of Shares subject to any Award shall always be a whole number and the Committee, in its discretion, shall make such adjustments as are necessary to eliminate fractional shares that may result from any adjustments made pursuant hereto.  Except as expressly provided herein, the issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an outstanding Award.
 
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ARTICLE 5. ELIGIBILITY AND PARTICIPATION

Awards under the Plan may be granted to Employees as selected by the Committee.  In determining the individuals to whom such an Award shall be granted and the terms and conditions of such Award, the Committee may take into account any factors it deems relevant, including the duties of the individual, the Committee’s assessment of the individual’s present and potential contributions to the success of the Company or its Subsidiaries and such other factors as the Committee shall deem relevant in connection with accomplishing the purposes of the Plan.  Such determinations made by the Committee under the Plan need not be uniform and may be made selectively among eligible individuals under the Plan, whether or not such individuals are similarly situated. Subject to the Award limits set forth in Section 4.2, a Participant may be granted more than one Award under the Plan; however, a grant made hereunder in any one year to a Participant shall neither guarantee nor preclude a further grant to such Participant in that year or subsequent years.

ARTICLE 6. OPTIONS

6.1            Grants of Options .  Subject to the provisions of the Plan, the Committee may grant Options upon the following terms and conditions:

(a)            Award Agreement .  Each grant of an Option shall be evidenced by an Award Agreement in such form as the Committee shall determine.  The Award Agreement shall specify the number of Shares to which the Option pertains, whether the Option is an ISO or a NSO, the Option Price, the term of the Option, the conditions upon which the Option shall become vested and exercisable, and such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine.  ISOs may be granted only to Employees of the Company or a Subsidiary.

(b)            Option Price .  The Option Price per Share shall be determined by the Committee, but shall not be less than the Fair Market Value per Share on the date of grant of the Option.   In the case of an ISO granted to a Ten Percent Stockholder, the Option Price per Share shall not be less than 110% of the Fair Market Value per Share on the date of grant of the Option.  Notwithstanding the foregoing, an Option may be granted with an Option Price per Share less than that set forth above if such Option is granted pursuant to an assumption of, or substitution for, another option in a manner satisfying the provisions of Section 424(a) of the Code.

(c)            Exercise of Options .  An Option shall be exercisable in whole or in part (including periodic installments) at such time or times, and subject to such restrictions and conditions, as the Committee shall determine.  Except as otherwise provided in the Award Agreement, the right to purchase Shares under the Option that become exercisable in periodic installments shall be cumulative so that such Shares (or any part thereof) may be purchased thereafter until the expiration or termination of the Option.

(d)            Option Term .  The term of an Option shall be determined by the Committee, but in no event shall an ISO be exercisable more than ten (10) years from the date of its grant or in the case of any ISO granted to a Ten Percent Stockholder, more than five (5) years from the date of its grant.
 
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(e)            Termination of Service .  Except to the extent an Option remains exercisable as provided below or as otherwise set forth in the Award Agreement, an Option shall immediately terminate upon the Participant’s Termination of Service with the Company and its Subsidiaries for any reason.

(i)            General Rule .  In the event that a Participant incurs a Termination of Service for any reason other than Cause, Involuntary Termination Without Cause, or his death or Disability , the Participant may exercise an Option to the extent that the Participant was entitled to exercise such Option as of the date of termination, but only within such period of time ending on the earlier of (A) sixty (60) days following such Termination of Service or (B) the expiration of the term of the Option as set forth in the Award Agreement.

(ii)           Involuntary Termination Without Cause .  In the event that a Participant incurs a Termination of Service that constitutes an Involuntary Termination Without Cause, the Participant may exercise an Option to the extent that the Participant was entitled to exercise such Option as of the date of termination, but only within such period of time ending on the earlier of (A) ninety (90) days following such Termination of Service or (B) the expiration of the term of the Option as set forth in the Award Agreement.

(iii)          Disability .  In the event that a Participant incurs a Termination of Service as a result of the Participant’s Disability, the Participant may exercise an Option to the extent that the Participant was entitled to exercise such Option as of the date of termination, but only within such period of time ending on the earlier of (A) one (1) year following such Termination of Service or (B) the expiration of the term of the Option as set forth in the Award Agreement.

(iv)          Death .  In the event that a Participant’s Termination of Service is caused by the Participant’s death, or in the event of the Participant’s death following the Participant’s Termination of Service but during the exercise period following termination described in subparagraph (i), (ii) or (iii) above, as applicable, then an Option may be exercised to the extent the Participant was entitled to exercise such Option as of the date of death by the person or persons to whom the Participant’s rights to exercise the Option passed by will or the laws of descent and distribution (or by the executor or administrator of the Participant’s estate), but only within the period ending on the earlier of (A) one (1) year following the date of death or (B) the expiration of the term of the Option as set forth in the Award Agreement.

(f)            ISO Limitation .  To the extent that the aggregate Fair Market Value (determined as of the date of grant) of the Shares with respect to which a Participant’s ISOs are exercisable for the first time during any calendar year (under all plans of the Company and its Subsidiaries) exceeds $100,000 or such other applicable limitation set forth in Section 422 of the Code, such ISOs shall be treated as NSOs.  The determination of which ISOs shall be treated as NSOs generally shall be based on the order in which such ISOs were granted and shall be made in accordance with applicable rules and regulations under the Code.
 
(g)            Payment .  Options shall be exercised by the delivery of a written notice of exercise to the Company in the manner prescribed by the Company (or its delegate), specifying the number of Shares with respect to which the Option is to be exercised, accompanied by the aggregate Option Price for the Shares.  Unless otherwise provided by the Committee, the aggregate Option Price shall be payable to the Company in full (i) in cash or cash equivalents acceptable to the Company, (ii) subject to applicable law, by tendering previously acquired Shares (or delivering a certification of ownership of such Shares) having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares either were purchased on the open market or have been held by the Participant for a period of at least six months (unless such six-month period is waived by the Committee)), (iii) subject to applicable law and such rules as may be established by the Committee, by means of a “cashless exercise” facilitated by a securities broker approved by the Company through the irrevocable direction to sell all or part of the Shares being purchased and to deliver the Option Price (and any applicable withholding taxes) to the Company, or (iv) a combination of the foregoing.  The Committee also may provide that Options may be exercised using a “net share settlement” procedure, or by any other means it determines to be consistent with the Plan’s purpose and applicable law (including the tendering of Awards having an aggregate Fair Market Value at the time of exercise equal to the total Option Price, as determined by the Committee).
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(h)            Transfer Restrictions .  Except as otherwise set forth herein, Options may not be sold, transferred, pledged, assigned, alienated, hypothecated or disposed of in any manner other than by will or the laws of descent and distribution, and Options shall be exercisable during the Participant’s lifetime only by the Participant (or, to the extent permitted by applicable law, the Participant’s guardian or legal representative in the event of the Participant’s legal incapacity).  Notwithstanding the foregoing, the Committee, in its absolute discretion, may permit a Participant to transfer NSOs, in whole or in part, for no consideration to one or more Family Members; provided, that such transfer is permitted under applicable tax laws and Rule 16b-3 of the Exchange Act as in effect from time to time.  In all cases, the Committee must be notified in advance in writing of the terms of any proposed transfer to a permitted transferee and such transfers may occur only with the consent of and subject to the rules and conditions imposed by the Committee.  The transferred NSOs shall continue to be subject to the same terms and conditions in the hands of the transferee as were applicable immediately prior to the transfer (including the provisions of the Plan and Award Agreement relating to the expiration or termination of the NSOs).  The NSOs shall be exercisable by the permitted transferee only to the extent and for the periods specified herein and in any applicable Award Agreement.

(i)             No Shareholder Rights .  No Participant shall have any rights as a shareholder with respect to Shares subject to the Participant’s Option until the issuance of such Shares to the Participant pursuant to the exercise of such Option.

ARTICLE 7. CHANGE IN CONTROL

7.1            Impact on Options .  Notwithstanding any other provision of the Plan, the Board may resolve in respect of all outstanding Options which remain to be exercised under the Plan that, conditional upon a relevant Change in Control, all Options shall be deemed to have vested and become exercisable. If the value of the Shares underlying an Option does not exceed the exercise price for that Option, such Option may be cancelled without any payment to the Participant.

ARTICLE 8. FORFEITURE AND CLAWBACK

8.1            Forfeiture and Recoupment .  Notwithstanding any other provision of the Plan to the contrary, an Award Agreement may provide that an Award and/or a Participant’s rights, payments and benefits with respect to an Award (including Awards that have become vested and exercisable), including without limitation the right to receive an Award, to exercise an Award, to retain an Award or other Awards, to retain cash or Shares acquired in connection with an Award and/or to retain the profit or gain realized by the Participant in connection with an Award shall be subject to reduction, rescission, forfeiture or recoupment upon the occurrence of certain events (including, but not limited to, Termination of Service for Cause, breach of confidentiality or other restrictive covenants that apply to the Participant, engaging in competition against the Company, or other conduct or activity by the Participant that is detrimental to the business or reputation of the Company), whether during or after termination, in addition to any forfeitures due to a vesting schedule or Termination of Service and any other penalties or restrictions that may apply under any employment agreement, state law, or otherwise.
 
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8.2            Company Policies .  All Awards granted under the Plan also shall be subject to the terms and conditions of any policy regarding clawbacks, forfeitures, or recoupments adopted by the Company from time to time.  Without limiting the foregoing, by acceptance of any Award, each Participant agrees to repay to the Company any amount that may be required to be repaid under any such policy.

ARTICLE 9. AMENDMENT, SUSPENSION AND TERMINATION

9.1            Amendment, Suspension and Termination of Plan .  The Board may at any time, and from time to time, amend, suspend or terminate the Plan in whole or in part; provided that, any such amendment, suspension or termination of the Plan shall be subject to the requisite approval of the stockholders of the Company (a) to the extent stockholder approval is necessary to satisfy the applicable requirements of the Code (including, but not limited to, Sections 162(m) and 422 thereof), the Exchange Act or Rule 16b-3 thereunder, any New York Stock Exchange, Nasdaq or securities exchange listing requirements or any other law or regulation; or (b) if such amendment is intended to allow the Option Price of outstanding Options to be reduced by repricing or replacing such Options.  Unless sooner terminated by the Board, the Plan shall terminate on December 7, 2026, a term of ten years from the date the Scheme was initially adopted by the Board.  No further Awards may be granted after the termination of the Plan, but the Plan shall remain effective with respect to any outstanding Awards previously granted.  No amendment, suspension or termination of the Plan shall adversely affect in any material way the rights of a Participant under any outstanding Award without the Participant’s consent.

9.2            Amendment of Awards .  Subject to Section 9.1 above, the Committee may at any time amend the terms of an Award previously granted to a Participant, but no such amendment shall adversely affect in any material way the rights of the Participant without the Participant’s consent except as otherwise provided in the Plan or the Award Agreement.

9.3            Compliance Amendments . Notwithstanding any other provision of the Plan to the contrary, the Board may amend the Plan and/or the Committee may amend any outstanding Award in any respect it deems necessary or advisable to comply with applicable law or address other regulatory matters without obtaining a Participant’s consent, including but not limited to reforming (including on a retroactive basis, if permissible and applicable) any terms of an outstanding Award to comply with or meet an exemption from Section 409A of the Code or to comply with any other applicable laws, regulations or exchange listing requirements (including changes thereto).

ARTICLE 10. WITHHOLDING

10.1          Tax Withholding Requirements .  The Company and its Subsidiaries shall have the power and the right to deduct or withhold from cash payments or, subject to Section 10.2, other property to be paid to the Participant, or require a Participant to remit to the Company or a Subsidiary, an amount sufficient to satisfy federal, state, local, or foreign taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to any taxable event arising in connection with an Award under this Plan.  The Company shall not be required to issue, deliver or release restrictions on any Shares or settle any Awards payable hereunder if such withholding requirements have not been satisfied.
 
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10.2          Withholding Arrangements .  With respect to withholding required upon the exercise of Options, or upon any other taxable event arising as a result of Awards granted hereunder that are to be paid in the form of cash or Shares, at the discretion of the Committee and pursuant to such procedures as it may specify, the Committee may require or permit the Participant to satisfy the Participant’s withholding obligations (a) by delivering cash or having the Company or applicable Subsidiary withhold an amount from cash otherwise due the Participant; and/or (b) provided that any such share withholding or delivery can be effected without causing liability under Section 16(b) of the Exchange Act: (i) by having the Company or applicable Subsidiary withhold or retain from an Award Shares having a Fair Market Value on the date the tax is to be determined of no more than the minimum statutory total tax that could be imposed on the transaction (if necessary to avoid adverse accounting consequences to the Company), or (ii) by delivering sufficient Shares the Participant already owns (which are not subject to any pledge or security interest) having a Fair Market Value of no more than the minimum statutory total tax that could be imposed on the transaction (if necessary to avoid adverse accounting consequences to the Company).  Notwithstanding the foregoing, the Committee shall have the right to restrict a Participant’s ability to satisfy tax obligations through share withholding and delivery as it may deem necessary or appropriate.
 
ARTICLE 11. GENERAL PROVISIONS

11.1          Restrictions on Stock Ownership/Legends .  Notwithstanding anything in the Plan to the contrary, the Committee, in its discretion, may establish guidelines applicable to the ownership of any Shares acquired pursuant to the exercise of an Option or in connection with any other Award under this Plan as it may deem desirable or advisable, including, but not limited to, time-based or other restrictions on transferability regardless of whether or not the Participant is otherwise vested in such Shares.  All share certificates representing Shares issued pursuant to this Plan shall be subject to such stock transfer orders and other restrictions as the Committee may deem advisable and the Committee may cause any such certificates to have legends affixed thereto to make appropriate references to any applicable restrictions. 

11.2          Deferrals .  Subject to Section 11.10, the Committee may require or permit a Participant to defer receipt of the delivery of Shares or other payments pursuant to Awards under the Plan that otherwise would be due to such Participant.  Subject to Section 11.10, any deferral elections shall be subject to such terms, conditions, rules and procedures as the Committee shall determine.

11.3          No Employment or Service Rights .  Nothing in the Scheme, the Plan or any Award Agreement shall confer upon any Participant any right to continue in the employ or service of the Company or a Subsidiary nor interfere with or limit in any way the right of the Company or a Subsidiary to terminate any Participant’s employment by the Company or Subsidiary at any time for any reason.

11.4          No Participation Rights .  No person shall have the right to be selected to receive an Award under this Plan and there is no requirement for uniformity of treatment among Participants.

11.5          No Trust or Fund Created .  To the extent that any person acquires a right to receive Shares or cash payments under the Plan, such right shall be only contractual in nature unsecured by any assets of the Company or a Subsidiary.  Neither the Company nor any Subsidiary shall be required to segregate any specific funds, assets or other property from its general assets with respect to any Awards under this Plan.  Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship, between the Company or any Subsidiary, on the one hand, and any Participant or other person, on the other hand.  Participants shall have no rights under the Plan other than as unsecured general creditors of the Company or the applicable Subsidiary.

11.6          Restrictions on Transferability .  Except as otherwise provided herein or in an Award Agreement, no Award or any Shares subject to an Award that have not been issued, or as to which any applicable restrictions have not lapsed, may be sold, transferred, pledged, assigned, alienated, hypothecated or disposed of in any manner.  Any attempt to transfer an Award or such Shares in violation of the Plan or an Award Agreement shall relieve the Company and its Subsidiaries from any obligations to the Participant thereunder.
 
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11.7          Requirements of Law .  The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.  With respect to Participants who are subject to Section 16 of the Exchange Act, this Plan and Awards granted hereunder are intended to comply with the provisions of and satisfy the requirements for exemption under Rule 16b-3 or any successor rule under the Exchange Act.

11.8          Approvals and Listing .  The Company shall not be required to grant, issue or settle any Awards or issue any certificate or certificates for Shares under the Plan prior to (a) obtaining any required approval from the shareholders of the Company; (b) obtaining any approval from any governmental agency that the Company shall, in its discretion, determine to be necessary or advisable; (c) the admission of such Shares to listing on any national securities exchange on which the Company’s Shares may be listed; and (d) the completion of any registration or other qualification of such Shares under any state or federal law or ruling or regulation of any governmental or regulatory body that the Company shall, in its sole discretion, determine to be necessary or advisable.  The Company may require that any recipient of an Award make such representations and agreements and furnish such information as it deems appropriate to assure compliance with the foregoing or any other applicable legal requirement.  Notwithstanding the foregoing, the Company shall not be obligated at any time to file or maintain a registration statement under the Securities Act of 1933, as amended, or to effect similar compliance under any applicable state laws with respect to the Shares that may be issued pursuant to this Plan.

11.9          Compliance with Code Section 162(m) .  It is intended that the Plan comply fully with and meet all of the requirements for “performance-based compensation” under Section 162(m) of the Code with respect to Options granted hereunder.  At all times when the Committee determines that compliance with the “performance-based compensation” exception under Section 162(m) of the Code is required or desired, it is intended that the Plan be resubmitted to the shareholders of the Company as necessary in accordance with Section 162(m) of the Code (which Treasury Regulations thereunder currently require that the shareholders reapprove the Plan no later than the first stockholders meeting that occurs in the fifth year following the year in which the shareholders previously approved the Plan).  In addition, in the event that changes are made to Section 162(m) of the Code to permit greater flexibility with respect to any Award or Awards under the Plan, the Committee may make any adjustments it deems appropriate.  The Committee may, in its discretion, determine that it is advisable to grant Awards that shall not qualify as “performance-based compensation,” and the Committee may grant Awards that do not satisfy the requirements of Section 162(m) of the Code.

11.10        Compliance with Code Section 409A .       It is generally intended that the Scheme, the Plan and all Awards hereunder either comply with or meet the requirements for an exemption from Section 409A of the Code and the Plan shall be operated, interpreted and administered accordingly.  No Award (or modification thereof) shall provide for a deferral of compensation (within the meaning of and subject to Section 409A of the Code) that does not comply with Section 409A of the Code and the Award Agreement shall incorporate the terms and conditions required by Section 409A of the Code, unless the Committee, at the time of grant (or modification, as the case may be), provides that the Award is not intended to comply with Section 409A of the Code.  Notwithstanding anything in the Scheme or the Plan to the contrary, the Committee may amend or vary the terms of Awards under the Plan in order to conform such terms to the requirements of Section 409A of the Code.  Except as may be provided in an Award Agreement, to the extent that any Award provides for a deferral of compensation subject to Section 409A of the Code and the Participant is a “specified employee” (within the meaning of Section 409A of the Code and determined by the Company in accordance with its procedures), benefits payable under the Award that are required to be postponed under Section 409A of the Code following the Participant’s “separation from service” (within the meaning of Section 409A of the Code) shall not be paid until after six months following such separation from service (except as Section 409A of the Code may permit), but shall instead be accumulated and paid in a lump sum, without interest, on the first business day following expiration of such six-month period.  To the extent an Award does not provide for a deferral of compensation subject to Section 409A of the Code, but may be deferred under a nonqualified deferred compensation plan established by the Company, the terms of such nonqualified deferred compensation plan shall govern such deferral, and to the extent necessary, are incorporated herein by reference.  Notwithstanding any other provisions of the Plan or any Award Agreement, the Company does not guarantee to any Participant (or any other person with an interest in an Award) that the Plan or any Award hereunder complies with or is exempt from Section 409A of the Code, and shall not have any liability to or indemnify or hold harmless any individual with respect to any tax consequences that arise from any such failure to comply with or meet an exemption under Section 409A of the Code.
 
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11.11        Other Corporate Actions .  Nothing contained in the Plan shall be construed to limit the authority of the Company to exercise its corporate rights and powers, including, but not by way of limitation, the right of the Company to adopt other compensation arrangements (including an arrangement not intended to be performance-based compensation under Section 162(m) of the Code) or the right of the Company to authorize any adjustment, reclassification, reorganization, or other change in its capital or business structure, any merger or consolidation of the Company, the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its business or assets.

11.12       Gender and Number .  Except where otherwise indicated by the context, any masculine term used herein shall also include the feminine, and the plural shall include the singular and the singular shall include the plural.

11.13         Severability .  The invalidity or unenforceability of any particular provision of this Plan shall not affect the other provisions hereof, and the Committee may elect in its discretion to construe such invalid or unenforceable provision in a manner that conforms to applicable law or as if such provision was omitted.

11.14        Participants Outside of the United States . Notwithstanding anything in the Scheme or the Plan to the contrary, the Committee may, in its sole discretion, vary, modify or amend the terms of Awards made to or held by a Participant in any manner deemed by the Committee to be necessary or appropriate in order that such Award shall conform to or accommodate differences in laws, rules, regulations, customs or policies of the United States where the Participant is located or employed or so that the value and other benefits of the Award to the Participant, as affected by United States tax laws and other restrictions applicable as a result of the Participant’s residence or employment in the United States, shall be comparable to the value of such Award to a Participant who is a resident or primarily employed in the United Kingdom.  The Committee also may establish administrative rules and procedures to facilitate the operation of the Plan in The United States.  An Award may have terms that are inconsistent with the express terms of the Plan, so long as such modifications will not contravene any applicable law or regulation or result in actual liability under Section 16(b) of the Exchange Act for the affected Participant.

11.15        Governing Law .  To the extent not preempted by federal law, the Plan, and all Award Agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Delaware (excluding the principles of conflict of law thereof).  The jurisdiction and venue for any disputes arising under, or any action brought to enforce (or otherwise relating to), this Plan or any Awards hereunder will be exclusively in the courts of the State of Delaware, County of New Castle, including the federal courts located therein (should federal jurisdiction exist).
 
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11.16        Successors .  All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor of the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise of all or substantially all of the business and/or assets of the Company or other transaction.

11.17        Titles and Headings .  The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

 
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