MIME 2018 Proxy Statement

for a period of not more than 120 days, if we provide a certificate signed by our chief executive officer stating that, in the good faith judgment of our Board, it would be materially detrimental to us and our shareholders for such registration statement to be filed at that time. Piggyback Registration Rights If we register any of our securities for our own account, the holders of these shares are entitled to include their shares in the registration. If such registration is to be an underwritten offering, then the holders’ registration rights are conditioned on such holders’ participation in such underwriting. Other Obligations The registration rights are subject to certain conditions and limitations, including the right of the underwriters of an offering to limit the number of ordinary shares to be included in the registrations. We are generally required to bear the expense of all registrations, except underwriting discounts and commissions. The Registration Rights Agreement also contains the mutual commitment of us and the holders to indemnify each other for losses attributable to untrue statements or omission of a material fact or violations of the Securities Act or state securities laws incurred by us with registrations under the agreement. Termination The registration rights and our obligations thereunder terminate on November 18, 2022, which is seven years after the closing of our initial public offering, or, as to any individual holder, at such earlier time at which all shares held by such holder can be sold in any three-month period without registration in compliance with Rule 144 of the Securities Act. Registration Statement on Form F-3 We have a filed a Registration Statement on Form F-3, commonly referred to as a “shelf registration,” that permits us to sell in a registered offering up to $50 million of our securities at our discretion. In addition, the registration statement also covers the registration of 20,539,000 ordinary shares held by our existing shareholders, which includes the ordinary shares covered by the Registration Rights Agreement described above. These shareholders could affect their rights under the Registration Rights Agreement by requiring that we initiate an offering under the registration statement. The shelf registration statement was declared effective by the SEC on March 14, 2017. Other Arrangements We were previously party to an arrangement with Dawn Capital, pursuant to which we paid Dawn Capital an amount of £12,000 per annum for the services of Norman Fiore as a member of our Board. During the year ended March 31, 2018, we paid Dawn Capital £9,000 under this arrangement, which was terminated in January 2018 upon Mr. Fiore’s resignation from the Board. Limitation of Liability and Indemnification of Officers and Directors We have entered into indemnification agreements with each of our directors and executive officers. These indemnification agreements require us, among other things, to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements also require us to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit or proceeding. The indemnity’s granted to directors are subject to certain limitations imposed by Jersey law. We believe that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers. 45