LETTER OF TRANSMITTAL. AquaBounty Technologies, Inc.

Transcription

1 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 LETTER OF TRANSMITTAL AquaBounty Technologies, Inc. Removal of Restrictive Legends From Certificates Representing Common Stock, Par Value $0.001 Per Share Deliver To: Computershare c/o Corporate Actions Suite V P.O. Box Providence, Rhode Island The instructions accompanying this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed. This Letter of Transmittal may be used by Eligible Holders (as defined below) of shares of common stock, par value $0.001 per share ( Common Stock ), of AquaBounty Technologies, Inc. (the Company ) to cause their certificates bearing restrictive legends (the Old Certificates ) to be cancelled and such shares to be reissued in direct, uncertificated form without a restrictive legend, through an account made by Computershare Trust Company, NA, as transfer agent for the Common Stock ( Computershare ). For purposes of this Letter of Transmittal, the term Eligible Holder means: any person in whose name an Old Certificate is registered on the books of the Company; or any person who holds such Old Certificates and has obtained a properly completed stock power from the registered holder, who (or, if held as nominee, the beneficial owner for whom the Old Certificates are held) both: 01WQBE

2 is not (nor within the past 90 days has been) an Affiliate (as defined below) of the Company; and has Old Certificates representing shares of Common Stock that have been held continually (whether by such person or the person(s) from whom such person purchased the shares represented by the Old Certificate) by or on behalf of non- Affiliates for more than one year. An Affiliate refers to a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company (e.g., a director, officer, or beneficial owner of 10% of more of the issued Common Stock taking into account shares held and any options, warrants or other securities convertible into or exercisable for Common Stock within 60 days)). If you purchased your shares in the open market rather than from the Company or an Affiliate of the Company or from someone acting on behalf of the Company or an Affiliate of the Company, you get credit for any immediately prior periods during which the shares were held continually by non-affiliates. Therefore, if your Old Certificate is dated a date that is less than one year ago and you purchased your shares in the open market rather than directly from the Company or an Affiliate of the Company (or someone acting on their behalf), you should contact Computershare or the Company to determine whether your Old Certificate is eligible for legend removal. An Eligible Holder that tenders its Old Certificates along with a validly completed and executed Letter of Transmittal may, at its option, elect to: (1) hold its shares of Common Stock in direct, uncertificated form ( Uncertificated Shares ) through an account maintained by Computershare, which account will not indicate that the shares are subject to transfer restrictions; or (2) deposit its shares of Common Stock into The Depository Trust Company ( DTC ), which is the electronic settlement system for the transfer of securities used in the United States. (3) following receipt of Uncertified Shares, deposit those shares into the CREST system ( CREST ), which is the electronic settlement system for the transfer of securities used in the United Kingdom, and hold those shares in the form of Depositary Interests. See Instruction 1 to determine whether your Old Certificates are eligible for removal of the restrictive legends and for deposit into DTC or CREST. Useful information concerning the consequences of receiving Uncertificated Shares, or depositing shares into DTC or CREST, can be found in the document entitled Questions and Answers Concerning Legend Removal and Deposit of Shares into DTC or CREST, a copy of which accompanies this Letter of Transmittal, and in the Instructions to this Letter of Transmittal. -2-

3 Questions and requests for assistance may be directed to Computershare or the Company at the following address: Computershare c/o Corporate Actions Suite V P.O. Box Providence, Rhode Island Telephone: (U.S or Canada) (outside U.S. or Canada) AquaBounty Technologies, Inc. Two Clock Tower Place, Suite 395 Maynard, MA Attention: David Frank Telephone: dfrank@aquabounty.com The undersigned Eligible Holder has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the removal of the restrictive legend from the undersigned s Old Certificates and receipt of shares of Common Stock represented by those Old Certificates. -3-

4 DESCRIPTION OF CERTIFICATES TENDERED (See Instruction 3) Name(s) and Address(es) of Registered Holder(s) Exactly as Name(s) Appear(s) on Old Certificates (Please Fill In, If Blank) Registered Number(s) Number of Shares Represented by Certificate Total ELECTION FOR RECEIPT OF SHARES TENDERED (See Instruction 4) Shares to be Issued as Uncertificated Shares Shares to be Deposited into DTC DETAILS FOR ISSUES OF NEW SHARES (See Instruction 5) OPTION 1: To be Completed if Election to Receive Uncertificated Shares Name of Eligible Holder: Address of Eligible Holder: Street Address: City and State: Country: Zip Code: Address: Taxpayer Identification or Social Security No.: -4-

5 OPTION 2: To be Completed if Shares to be Deposited into DTC To be Completed by Eligible Holder Name of Eligible Holder: Address of Eligible Holder: Street Address: City and State: Country: Zip Code: To be Completed by Brokerage Firm Name of Eligible Holder s Brokerage Firm: DTC Participation Number: Eligible Holder s Account No. at Brokerage Firm: Broker Contact Name: Broker Contact Phone No.: Broker Contact Broker Contact Address: Street Address: City and State: Country: Zip Code: OPTION 3: Procedures for Electing to Deposit Shares into CREST Following receipt of Uncertificated Shares pursuant to Option No. 1, Eligible Holders are able to deposit into CREST any Uncertificated Shares held in Computershare accounts that indicate that the shares are not subject to transfer restrictions. In order for an Eligible Holder to elect to deposit those shares into CREST and hold those shares in the form of Depositary Interests, the Eligible Holder must have a relationship with a broker or custodian who is a CREST member. The movement of shares into CREST is a straightforward exercise and can be achieved by contacting your broker or custodian, who in turn will provide a CREST transfer form for you to complete. You must then submit the signed CREST transfer form, together with Computershare account statement reflecting ownership of your Uncertificated Shares, to your broker or custodian who will arrange for those shares to be deposited into CREST in the form of Depositary Interest. -5-

6 Shares of Common Stock deposited into DTC can also easily be moved into CREST and held in the form of Depositary Interests. Please contact your broker or custodian if you would like to move shares that are held through the facilities of the DTC into CREST. DECLARATION The undersigned hereby tenders to the Company the Old Certificates indicated above for the purpose of exchanging such Old Certificates bearing restrictive legends for freely tradable securities, and, at the option of the undersigned, receive Uncertificated Shares without indications regarding transfer restrictions or deposit such freely tradable shares into DTC. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender and exchange the shares represented by the Old Certificates tendered hereby, either for Uncertificated Shares or for deposit of such shares into DTC. The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the exchange of the shares represented by the Old Certificates tendered hereby. The undersigned hereby certifies that: it is not, and is not holding the relevant shares on behalf of, an Affiliate of the Company and neither the undersigned nor, if applicable, the person on behalf of whom the undersigned is holding the relevant shares, has been an Affiliate of the Company within the past 90 days; and the relevant shares of Common Stock have been held continually (whether by such person or the person(s) from whom such person purchased the shares represented by the Old Certificate) by or on behalf of non-affiliates for more than one year. -6-

7 LETTER OF TRANSMITTAL SIGNATURE PAGE (See Instruction 6) (To Be Completed By All Eligible Holders) Signature of Registered Holder(s) This Letter of Transmittal must be signed in the spaces provided below by the registered holder(s) as the name(s) appear(s) exactly on the Old Certificates or by any person(s) authorized to become registered holder(s) by endorsements, stock powers and documents transmitted herewith. X X Signature(s) of Owner Date Area Code and Telephone Number If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. Name(s): Capacity: Address: (Please Type or Print) City: Country: State: Zip Code: Taxpayer Identification or Social Security No.: -7-

8 Signature of Brokerage Firm (for shares of Common Stock to be deposited into DTC) Name of Firm: Address: City: Country: (Please Type or Print) State: Zip Code: Authorized Signature: Name: Telephone: (Please Type or Print) X Signature Date Medallion Guarantee: Medallion Guarantee Area -8-

9 INSTRUCTIONS 1. Determination of Whether Your Old Certificate is Eligible for Legend Removal and Deposit into DTC or CREST Your Old Certificate is eligible for legend removal if: you are a registered owner of the Old Certificate or you hold an Old Certificate and have a properly completed stock power from the registered holder; neither you or the person on whose behalf you hold the stock are or within the past 90 days have been an Affiliate of the Company; and the shares represented by your Old Certificate have been held continually (whether by you or the person(s) from whom you purchased the shares represented by the Old Certificate) by or on behalf of non-affiliates for more than one year. If you purchased your shares in the open market rather than from the Company or an Affiliate of the Company or from someone acting on behalf of the Company or an Affiliate of the Company, you get credit for any immediately prior periods during which the shares were held continually by non-affiliates. Therefore, if you Old Certificate is dated a date that is less than one year ago and you purchased your shares in the open market rather than directly from the Company or an Affiliate of the Company (or someone acting on their behalf), you should contact Computershare or the Company to determine whether your Old Certificate is eligible for legend removal. If your Old Certificates are eligible for legend removal, they also are eligible for deposit into DTC or CREST. 2. Delivery of this Letter of Transmittal All Old Certificates, as well as a properly completed and duly executed copy of this Letter of Transmittal or facsimile hereof, a properly completed Internal Revenue Service Form W-9 and any other documents required by this Letter of Transmittal, must be delivered to Computershare, which is the Company s transfer agent, at the address set forth on the first page of this Letter of Transmittal. The method of delivery of any required documents is at the election and risk of the tendering holder and will be deemed tendered only when actually received by Computershare. 3. Completion of Description of Certificates Tendered Table In the box to the far left, please fill in the exact name that appears on each Old Certificate being tendered. -9-

10 In the column titled Registered Number(s), please fill in the stock certificate number on each Old Certificate being tendered. In the column titled Number of Shares Represented by Certificate, please fill in the number of shares of Common Stock represented by each Old Certificate being tendered. On the last line of such column, please fill in the total number of shares of Common Stock listed. If additional space is needed, please provide additional copies of this table. 4. Completion of Election for Receipt of Shares Tendered Table In exchange for your Old Certificates, you may, at your option, (a) receive Uncertificated Shares, representing all or any portion of your shares, through an account maintained by Computershare, which account will not indicate that the shares are subject to transfer restrictions, or (b) deposit all or any portion of your shares into DTC, which is the electronic settlement system for the transfer of securities used in the United States. In the left hand column, please set forth the number of shares of Common Stock you would like to be reissued in direct, uncertificated form through an account maintained by Computershare. In the right hand column, please set forth the number of shares you would like to be deposited into DTC. The aggregate number of shares listed in the two columns in this table should be equal to the number that appears in the Total line in the column titled Number of Shares Represented by Certificate in the Description of Certificates Tendered table. 5. Provide Information under Details for Issues of New Shares OPTION NO. 1: If you wish to receive Uncertificated Shares, please provide the full, legal name of the Eligible Holder reflected on the Old Certificate, as well as the full address, address and taxpayer identification or U.S. Social Security number of the Eligible Holder. Account statements reflecting the issuance of Uncertificated Shares will be provided via first class mail approximately two weeks after receipt of this Letter of Transmittal. OPTION NO. 2: If you wish for your shares of Common Stock to be deposited into DTC, please provide the full, legal name of the Eligible Holder on the Old Certificate, as well as the full address and taxpayer identification or U.S. Social Security number of the Eligible Holder. Once that information has been provided, you will need to provide this Letter of Transmittal to the Eligible Holder s brokerage firm and ask that the brokerage firm provide the information requested, including the DTC participant number, the brokerage account number for the account in which your shares are held. Upon receipt of this Letter of Transmittal, Computershare will contact the brokerage firm to facilitate delivery of the shares through the facilities of DTC and into the Eligible Holder s brokerage account. -10-

11 OPTION NO. 3: In order to elect to deposit your Uncertificated Shares into CREST and hold those shares in the form of Depositary Interests, you should contact your broker or custodian. Your broker or custodian will provide a CREST transfer form for you to complete. You must then submit the signed CREST transfer form, together with Computershare account statement reflecting ownership of your Uncertificated Shares, to your broker or custodian who will arrange for the shares to deposited into CREST in the form of Depositary Interest. 6. Signatures on this Letter of Transmittal; Guarantee of Signatures The signature on this Letter of Transmittal must correspond exactly with the name as it appears on the Old Certificates without any change whatsoever. If this Letter of Transmittal is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority to so act must be submitted. Signatures on all Letters of Transmittal relating to shares of Common Stock being deposited into DTC must be guaranteed by a firm that is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company having an office or correspondent in the United States or by such other eligible institution within the meaning of Rule 17(A)(d)-15 under the Securities Exchange Act of 1934, as amended (collectively Eligible Institutions ). Signatures on this Letter of Transmittal need not be guaranteed if the Old Certificates are tendered: (i) by a registered holder of the Old Certificates and the registered holder will receive Uncertificated Shares or (ii) for the account of an Eligible Institution. 7. Lost Certificates If you cannot locate some or all of your Old Certificates, you should contact Computershare and request a Lost Certificate Affidavit and return the affidavit, together with the applicable bond premium amount reflected therein, with this Letter of Transmittal. 8. Validity and Form All questions as to the validity, form, eligibility and acceptance of tendered Old Certificates will be determined by the Company in its sole discretion, which determination will be final and binding. The Company reserves the right to waive any defects, irregularities or conditions of tender as to particular Old Certificates. -11-

12 9. Requests for Assistance or Additional Copies Questions relating to the procedure for tendering, as well as requests for additional copies of this Letter of Transmittal, may be directed to Computershare at the applicable address and telephone number set forth on the first page of this Letter of Transmittal. Additional copies of this Letter of Transmittal may also be obtained from the Company s website at