FULL MEMBERSHIP OF MEIOSIS LTD LIMITED

Qualification:

1. Soft Fruit Propagator

2. Soft Fruit Producer

3. Signatory of the Shareholders Representation

Benefits:

1. Opportunity to join propagating consortia and attend meetings to determine future action. As a full member of Meiosis Ltd you will be offered the opportunity to join Consortia set up after the date of your joining the Company, for selections made available from successful bids by Meiosis Ltd Consortia formed prior to your membership; your right to hold a propagation licence for that variety would not be automatic, but would be made by the existing Consortia members and the Board.

2. Opportunity to become a Funder of Breeding Programmes supported by Meiosis Ltd where a funding percentage is available, or on renewal of contracts.

3. Information on new selections before commercialisation.

4. Trial material at an early stage.

5. Information where trial material may be seen.

6. Newsletters keeping you informed of 'what is in the pipeline'.

7. Invitation to Meiosis Ltd annual Fruit Walk.

8. Access to MEIOSIS/HDC cultivar Demonstration plot.

9. Portfolio with up-to-date licensee and variety listings.

10. 10. Promotion of your Company through Meiosis Ltd Portfolio (Worldwide distribution).

11. Where appropriate your Company catalogue made available at exhibitions attended by Meiosis Ltd Plants

A non interest bearing loan of £900.00 (returnable at the Boards discretion on termination of Membership) £50.00 for £1 share including share premium

MEIOSIS LIMITED

TERMS OF MEMBERS LOAN

The following terms apply to loans to MEIOSIS Limited (‘the Company’) from its members unless, in respect of any loan, the Company and the Member agree otherwise.

1. Each loan shall be interest free and unsecured.

2. Each loan shall be repayable as provided below, namely

   1. On a specified date or within a specified period if so agreed between the Company and the Member

   2. Subject to paragraph (a) above, in whole or in instalments on such date or dates as the Company in its absolute discretion prescribes by giving the member written notice thereof.

   3. Notwithstanding the above, forthwith on the happening to the Company of any of the following events, namely:

      1. an encumbrancer takes possession or a receiver is appointed of the whole or any part of its property or undertaking

      2. it makes any composition or scheme of arrangement with its creditors

      3. it becomes subject to an administration order

      4. it goes into liquidation by an order or a resolution for winding up

3. Except as provided in Clause 2 above, the Company shall not be under any obligation to repay the loan.

4. The above rights to repayment of a loan may be assigned by the Member of any person with the consent of the Company which may give or withhold such consent in its absolute discretion but shall give it in the case of an assignment to a person whom the Company has registered as the transferee of that member’s share or shares in the Company.

5. These terms may be amended by the Company with the written consent of not less than two-thirds of the members holding rights under these terms but not otherwise.

OBJECTIVE OF THE SHAREHOLDERS REPRESENTATION

The object of the member’s signature to the Shareholders Representation is to ensure that members who have signed this document understand that they are formally asking Meiosis Ltd to represent them in the quest for rights to propagate new varieties. At the same time, that member is formally foregoing the right to bid for new royalty bearing varieties for himself.

Where a signatory becomes aware of a potentially successful selection or breeding programme, he would be required to inform Meiosis Ltd.

Signatories are required not to bid for soft fruit varieties, or breeding programmes in competition with the Company.

Signatories are required not to be part of the management of newly established soft fruit Breeding Programs for the duration of their representation by MEIOSIS.

Established Arrangements

Where arrangements have been established prior to Meiosis Ltd membership between a propagator and a breeding programme, these arrangements will be respected by Meiosis Ltd.
 
Where a member has his own breeding programme, he would be expected to:

1. Discuss commercialisation with Meiosis Ltd, and having done so;

2. Invite Meiosis Ltd to act as his Head Licensee, or

3. Decide to keep the selection as an exclusive to his own Company or

4. Formally, in writing, refuse Meiosis Ltd the opportunity to commercialise the selection.

Unprotected Material

MEIOSIS would have no interest in soft fruit varieties, which do not and will not have payment to the Breeder/Owner.

Exclusions

1. In the event that the member initiates or makes his own private arrangements with a breeding programme without prior consultation and release by Meiosis Ltd or he chooses to bid against the Company, all membership rights and benefits will be terminated.

2. In the event that a member, having signed the letter of Representation, wished to make his own arrangement with a breeding programme that does not come into category 1or 2 above, all benefits from being a signatory of the Shareholders Representation would be removed.