SECURITIES PURCHASE AGREEMENT – Form 6-Okay

SECURITIES PURCHASE AGREEMENT - Form 6-K







SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Settlement“) is made and entered into as of November 6, 2021 by and amongst AUTOLUS THERAPEUTICSPLC (registered amount 11185179), a public restricted firm built-in in England and Wales whose registered office is at The MediaWorks, 191 Wood Lane, London W12 7FP, United Kingdom (the “Firm“), and BXLS V – AUTOBAHN L.P. (“Blackstone” or the “Investor“).

RECITALS

A. Concurrently with the execution of this Settlement, the Firm is coming into right correct proper right into a Collaboration and Financing Settlement with Blackstone (the “Collaboration Settlement“), pursuant to which Blackstone has agreed to provide financing for the continued progress of certain collaboration merchandise on the phrases set forth therein;

B. In partial consideration of Blackstone’s settlement to provide financing pursuant to the Collaboration Settlement, the Firm has agreed to topic and promote to Blackstone certain American Depositary Shares (“ADSs“), each representing one atypical share, with a nominal price of $0.000042 per share, of the Firm (the “Uncommon Shares“) in accordance with the phrases and circumstances of this Settlement;

C. The Firm and the Investor are executing and delivering this Settlement in reliance upon the exemption from securities registration afforded by the provisions of by the provisions of Half 4(a)(2) of the 1933 Act (as outlined beneath) as promulgated by the U.S. Securities and Change Value (“SEC“) under the 1933 Act;

D. The Investor needs to purchase from the Firm, and the Firm needs to advertise and topic to the Investor, upon the phrases and subject to the circumstances acknowledged on this Settlement, an combination of 17,985,611 ADSs (the “Non-public Placement ADSs“);

E. The Non-public Placement ADSs often should not registered and shall be issued as restricted securities pursuant to that certain deposit settlement, dated as of June 26, 2018 (the “Deposit Settlement“), by and among the many many many many Firm, Citibank, N.A. as depositary (the “Depositary“), and all Holders and Helpful Homeowners of ADSs issued thereunder, as supplemented by that certain letter settlement, dated on or regarding the date hereof, by and between the Firm and the Depositary;

F. The Firm shall, following subscription by the Investor of the Non-public Placement ADSs, deposit, on behalf of the Investor, the Uncommon Shares underlying the Non-public Placement ADSs (the “Non-public Placement Shares“) with Citibank, N.A. (London), as custodian for the Depositary (the “Custodian“), which shall topic and ship the Non-public Placement ADSs to the Investor; and

G. Contemporaneously with the sale of the Non-public Placement ADSs, the occasions hereto will execute and ship a Registration Rights Settlement, significantly contained in the variability connected hereto as Exhibit A (the “Registration Rights Settlement“), pursuant to which the Firm will agree to provide certain registration rights in respect of the Non-public Placement Shares under the 1933 Act.

References on this Settlement to (1) the Firm issuing and selling Non-public Placement ADSs to the Investor, and associated or analogous expressions, shall be understood to include references to the Firm allotting and issuing the model new Uncommon Shares underlying these Non-public Placement ADSs to the Custodian and procuring the issue of ADSs representing such Uncommon Shares by the Depositary or its nominee to the Investor; and (2) the acquisition of, or price for, any Non-public Placement ADSs, and associated or analogous expressions, shall be understood to confirm with the subscription for the Uncommon Shares underlying these ADSs, along with deposit of the Uncommon Shares for ADSs representing such Uncommon Shares, and the price of the subscription moneys in respect of such Uncommon Shares.

In consideration of the mutual ensures made herein and for quite a few good and invaluable consideration, the receipt and sufficiency of which is likely to be hereby acknowledged, the occasions hereto agree as follows:

1. Definitions. For the needs of this Settlement, together with the phrases outlined above, the subsequent phrases shall have the meanings set forth beneath:

1933 Act” means the U.S. Securities Act of 1933, as amended, or any successor statute, and the ideas and suggestions promulgated thereunder.

1934 Act” means the U.S. Securities Change Act of 1934, as amended, or any successor statute, and the ideas and suggestions promulgated thereunder.

ADRs” means American Depositary Receipts.

Affiliate” means, with respect to any Particular particular explicit particular person, each utterly completely different Particular particular explicit particular person which straight or in a roundabout means by numerous intermediaries Controls, is managed by, or is under frequent Administration with such Particular particular explicit particular person; provided, that, for the needs of this Settlement, neither the Investor nor any of its Associates shall be deemed to be an Affiliate of the Firm or any of its subsidiaries.

Enterprise Day” means a day, other than a Saturday or Sunday, on which banks in New York Metropolis and London are open for the ultimate phrase transaction of enterprise.

Closing” has the which suggests set forth in Half 3.1.

Closing Date” has the which suggests set forth in Half 3.1.

Code” means the Inside Earnings Code of 1986, as amended.

Firm’s Knowledge” means the exact or constructive information of any director or authorities officer (as outlined in Rule 405 under the 1933 Act) of the Firm.

Companies Act” means the UK Companies Act 2006.

Administration” (along with the phrases “controlling,” “managed by” or “under frequent administration with”) means the possession, direct or indirect, of the flexibility to direct or set off the trail of the administration and insurance coverage protection safety insurance coverage protection insurance coverage insurance policies of a Particular particular explicit particular person, whether or not or not or not or not by the possession of voting securities, by contract or in every completely different case.

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EDGAR System” has the which suggests set forth in Half 4.8.

EU MAR” means the EU Market Abuse Regulation (EU) No. 596/2014.

FSMA” means the UK Financial Firms and Markets Act 2000.

GAAP” has the which suggests set forth in Half 4.15.

Governmental Authority” means any federal, state, native or abroad authorities or political subdivision thereof, or any company or instrumentality of such authorities or political subdivision, or any self-regulated group or utterly utterly completely different non-governmental regulatory authority or quasi-governmental authority (to the extent that the ideas, suggestions or orders of such group or authority have the drive of regulation), or any arbitrator, courtroom or tribunal of competent jurisdiction.

Investor Questionnaire” means the Investor Questionnaire significantly contained in the variability connected hereto as Exhibit B.

Gives Adversarial Impression” means any offers antagonistic change or have an effect on, or any progress involving a possible offers antagonistic change or have an effect on, in or affecting (i) the properties, property, liabilities, operations, outcomes of operations, prospects, state of affairs (financial or in every completely different case) or enterprise of the Firm and its subsidiaries taken as an entire, (ii) the legality or enforceability of the Transaction Paperwork or (iii) the facility of the Firm to hold out its obligations under the Transaction Paperwork.

Gives Contract” means any contract, instrument or utterly utterly completely different settlement to which the Firm is a celebration or by which it is certain that has been filed or was required to have been filed as an exhibit to the SEC Filings pursuant to Merchandise 601(b)(4) or Merchandise 601(b)(10) of Regulation S-Okay.

Nasdaq” means the Nasdaq World Select Market.

Uncommon Share Equivalents” means any securities of the Firm which can entitle the holder thereof to amass at any time Uncommon Shares, along with these represented by ADSs, or, with out limitation, any debt, hottest shares, rights, decisions, warrants or utterly utterly completely different instrument which is likely to be at any time convertible into or exchangeable for, or in every completely different case entitles the holder thereof to build up, Uncommon Shares.

Particular particular explicit particular person” means an individual, company, partnership, restricted obligation firm, notion, enterprise notion, affiliation, joint stock firm, three methodology partnership, sole proprietorship, unincorporated group, governmental authority or each utterly completely different kind of entity not notably listed herein.

Press Launch” has the which suggests set forth in Half 11.7.

Prospectus Regulation” means Regulation (EU) 2017/1129.

SEC Filings” has the which suggests set forth in Half 4.7.

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Fast Product product sales” means all “non everlasting product product sales” as outlined in Rule 200 of Regulation SHO under the 1934 Act (nonetheless shall not be deemed to include the place and/or reservation of borrowable Uncommon Shares or ADSs).

Searching for and promoting Day” means a day on which the ADSs are listed or quoted and traded on Nasdaq

Searching for and promoting Market” means the Nasdaq World Select Market, the Nasdaq World Market, the Nasdaq Capital Market or the OTC Bulletin Board on which the ADSs are listed or quoted for getting and promoting on the date in question.

Transaction Paperwork” means this Settlement and the Registration Rights Settlement.

UK MAR” means the Market Abuse Regulation (EU) No. 596/2014 due to it varieties part of residence regulation contained in the UK by advantage of the European Union (Withdrawal) Act.

UK Prospectus Regulation” means the Prospectus Regulation due to it varieties part of residence regulation contained in the UK by advantage of the European Union (Withdrawal) Act 2018.

2. Purchase and Sale of the Non-public Placement ADSs. Matter to the phrases and circumstances of this Settlement, on the Closing, the Firm shall topic and promote, and the Investor shall purchase from the Firm, 17,985,611 Non-public Placement ADSs, for an combination purchase value of $100,000,000 (the “Mixture Purchase Worth“).

3. Closing.

3.1. Upon the satisfaction of the circumstances set forth in Sections 6.1 and 6.2 (other than these circumstances that by their nature shall be glad on the Closing, nonetheless subject to the satisfaction (or waiver as provided herein) of such circumstances), the completion of the acquisition and sale of the Non-public Placement ADSs (the “Closing“) shall occur remotely by commerce of paperwork and signatures at a time (the “Closing Date“) to be agreed to by the Firm and the Investor nonetheless (i) in no event ahead of the second Enterprise Day after the date hereof and (ii) in no event later than the fifth Enterprise Day after the date hereof, or at such utterly utterly completely different time, date and placement due to the Firm and the Investor could mutually agree in writing.

3.2. On the Closing, the Investor shall ship or set off to be delivered to the Firm the Mixture Purchase Worth in cash, U.S. {{{{dollars}}}}, by wire change of immediately obtainable funds pursuant to the wire instructions delivered to the Investor by the Firm not decrease than two (2) Enterprise Days earlier than the Closing Date.

3.3. On the Closing, the Firm shall ship the Non-public Placement Shares to the Custodian and shall ship or set off to be delivered the Non-public Placement ADSs to the Investor (or its nominee in accordance with its current instructions). The Non-public Placement ADSs shall be delivered by a book-entry report by the Depositary. Till the Firm and the Investor in every completely different case mutually agree with respect to the Non-public Placement ADSs, at Closing, settlement shall occur on a “free current” basis.

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4. Representations and Warranties of the Firm. The Firm hereby represents and warrants to the Investor that, apart from as described contained within the Firm’s SEC Filings filed since January 1, 2021 and former to the date hereof (other than disclosures contained within the “Hazard Parts” or “Forward-Making an attempt Statements” sections of any such filings or any filings furnished to the SEC), which qualify these representations and warranties of their entirety:

4.1. Group, Good Standing and Qualification. The Firm and each of its subsidiaries has been duly built-in or organized (as related) and is validly current and in good standing under the licensed options of the jurisdiction of its incorporation or formation, as related (or the jurisdictional equal, if any). The Firm and each of its subsidiaries has been duly licensed as a abroad company to do enterprise in each jurisdiction by which its possession or lease of property or the conduct of its firms requires such qualification, and has the requisite vitality and authority vital to non-public or defend its properties and to conduct the businesses as described contained within the SEC Filings apart from the place the failure to be so licensed or in good standing or have such vitality or authority would not, individually or contained in the combination, pretty be anticipated to have a Gives Adversarial Impression. For capabilities of readability, the Firm hereby clarifies that Autolus Inc. is not going to be a “vital subsidiary” (as outlined in Rule 405 under the 1933 Act).

4.2. Authorization. The Firm has the requisite company vitality and authority and has taken all requisite company movement compulsory for (i) the authorization, execution and provide of the Transaction Paperwork, (ii) the authorization of the effectivity of all obligations of the Firm hereunder or thereunder, (iii) the authorization, issuance (or reservation for issuance) and provide of the Non-public Placement ADSs and (iv) the allotment and topic of the Non-public Placement Shares. The Transaction Paperwork have been duly executed and delivered by the Firm and characterize the accepted, official and binding obligations of the Firm, enforceable throughout the course of the Firm in accordance with their phrases, subject to chapter, insolvency, fraudulent change, reorganization, moratorium and associated licensed options of elementary applicability, referring to or affecting collectors’ rights often and to elementary equitable suggestions.

4.3. Capitalization. The issued and nice share capital of the Firm as set forth in its most recent SEC Submitting was correct in all offers respects as of the date indicated therein in such SEC Submitting. All of the issued share capital of the Firm has been duly and validly licensed and issued and is completely paid and positively not subject to any title for the price of extra capital and conforms to the define of the Uncommon Shares contained contained within the Firm’s most recent SEC Submitting.

4.4. Expert Issuance. The Non-public Placement ADSs have been duly licensed and, when issued and delivered throughout the course of price therefor pursuant to this Settlement, shall be validly issued, totally paid, and positively not subject to any title for the price of extra capital and shall be free of any liens, encumbrances, preemptive rights, rights of first refusal or utterly utterly completely different associated rights to subscribe for or purchase the Non-public Placement ADSs, other than restrictions on change imposed by related securities licensed options or set forth contained within the Transaction Paperwork, and the Non-public Placement ADSs, will rank equally in all respects with the prevailing ADSs. The Non-public Placement Shares is also freely deposited by the Firm with the Depositary or its nominee throughout the course of issuance of the Non-public Placement ADSs

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evidencing such Uncommon Shares, as contemplated by the Deposit Settlement. The Non-public Placement Shares to be issued underlying the Non-public Placement ADSs have been duly and validly licensed for allotment, issuance and sale (along with pursuant to half 551 of the Companies Act), and, when allotted and issued and delivered by the Firm throughout the course of price therefor pursuant to this Settlement, shall be validly allotted and issued and totally paid, and will not be subject to any title for extra price of capital and shall be free and away from all pledges, liens, security pursuits, costs, claims, encumbrances and restrictions (other than these created by the Investor), other than restrictions on change imposed by related securities licensed options or set forth contained within the Transaction Paperwork. The allotment, issuance and sale of the Non-public Placement Shares is not going to be subject to any pre-emption rights (save to the extent validly disapplied), rights of first refusal or utterly utterly completely different associated rights to subscribe for or purchase such shares (along with these provided by half 561(1) of the Companies Act, in relation to which half the directors of the Firm have been validly empowered under half 570 of the Companies Act to allot such shares as if half 561 did not apply). The Non-public Placement Shares will rank equally in all respects with the prevailing issued Uncommon Shares.

4.5. Consents. The execution, current and effectivity by the Firm of the Transaction Paperwork and the consummation of the transactions contemplated hereby, along with the provision, issuance and sale of the Non-public Placement ADSs and the issue of the Non-public Placement Shares require no uncover, consent or waiver of, movement by or in respect of, or submitting with, any Particular particular explicit particular person, governmental physique, company, or official other than (a) filings made pursuant to related securities licensed options, (b) post-sale filings pursuant to related state and federal securities licensed options, (c) filings made to the Registrar of Companies contained in the UK with respect to the allotment and topic of the Non-public Placement Shares, and (d) submitting of the registration assertion required to be filed by the Registration Rights Settlement, each of which the Firm has filed or undertakes to file all by the use of the related time. All notices, consents, authorizations, orders, filings and registrations which the Firm is required to ship or purchase earlier to the Closing pursuant to the earlier sentence have been obtained or made or shall be delivered or obtained or effected, and shall maintain in full drive and have an effect on, on or earlier to the Closing.

4.6. No Gives Adversarial Change. Since September 30, 2020, there has not been:

(i) any change contained within the consolidated property, liabilities, financial state of affairs, enterprise, or working outcomes of the Firm from that mirrored contained within the financial statements included contained within the Firm’s interim report for the 9 months ended September 30, 2021 filed with the SEC on November 3, 2021, other than changes contained within the atypical course of enterprise which have not had, and could not pretty be anticipated to have, a Gives Adversarial Impression, individually or contained in the combination;

(ii) any satisfaction or discharge of any lien, declare or encumbrance or price of any obligation by the Firm, apart from contained within the atypical course of enterprise and which is not offers to the property, properties, financial state of affairs, working outcomes or enterprise of the Firm (as such enterprise is presently carried out);

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(iii) any offers change to any Gives Contract or affiliation by which the Firm is certain or to which any of its property or properties is subject;

(iv) any offers transaction entered into by the Firm other than contained within the atypical course of enterprise;

(v) any declaration or price of a dividend or distribution of cash or utterly utterly completely different property by the Firm or any of its subsidiaries to any of its shareholders or equityholders or purchased, redeemed or made any agreements to purchase or redeem any shares contained within the capital of the Firm;

(vi) any change or alteration contained within the methodology of accounting or the best means by which the Firm or any of its subsidiaries retains its accounting books and information that has materially affected, or in all equity extra inclined to materially impression, the Firm’s inside administration over financial reporting; and

(vii) each utterly completely different event or state of affairs of any character that has had or could pretty be anticipated to have a Gives Adversarial Impression.

4.7. SEC Filings. The Firm has filed or furnished, as related, all tales, schedules, varieties, statements and utterly utterly completely different paperwork (along with reveals and all utterly utterly completely different info built-in by reference therein) required to be filed or furnished by the Firm under the 1933 Act and the 1934 Act, along with pursuant to Half 13(a) or 15(d) thereof, for the one-year interval earlier the date hereof (collectively, the “SEC Filings“). On the time of submitting or furnishing thereof, the SEC Filings complied in all offers respects with the requirements of the 1933 Act or the 1934 Act, as related, and the ideas and suggestions of the SEC thereunder. There are usually not any nice or unresolved concepts in comment letters acquired from the SEC employees with respect to the SEC Filings. Not thought of considered one of many SEC Filings is the subject of an ongoing SEC overview.

4.8. No Battle, Breach, Violation or Default. The execution, current and effectivity of the Transaction Paperwork by the Firm and the issuance and sale of the Non-public Placement ADSs and the issuance of the Non-public Placement Shares, in each case in accordance with the provisions thereof, shouldn’t be going to, apart from (solely contained within the case of clauses (i)(b) and (ii)) for such violations, conflicts or defaults as could not pretty be anticipated, individually or contained in the combination, to have a Gives Adversarial Impression, (i) battle with or finish in a breach or violation of (a) any of the phrases and provisions of, or characterize a default under, the Firm’s Articles of Affiliation, as in have an effect on on the date hereof (an exact and full copy of which has been made obtainable to the Investor by the Digital Knowledge Gathering, Analysis, and Retrieval system (the “EDGAR System“)), or (b) assuming the accuracy of the representations and warranties of the Investor in Half 5, any related statute, rule, regulation or order of any governmental company or physique or stock

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commerce or any courtroom, residence or abroad, having jurisdiction over the Firm or its subsidiaries, or any of their property or properties, or (ii) battle with, or characterize a default (or an event that with uncover or lapse of time or every would flip proper right into a default) under, consequence contained within the creation of any lien, encumbrance or utterly utterly completely different antagonistic declare upon any of the properties or property of the Firm or its subsidiaries or give to others any rights of termination, modification, acceleration or cancellation (with or with out uncover, lapse of time or every) of, any Gives Contract.

4.9. The Firm is not going to be (i) in violation of its articles of affiliation or utterly utterly completely different related constitutional doc, (ii) in violation of any statute or any judgment, order, rule or regulation of any courtroom or governmental company or physique having jurisdiction over the Firm or any of its properties, or (iii) in default contained within the effectivity or observance of any obligation, settlement, covenant or state of affairs contained in any indenture, mortgage, deed of notion, mortgage settlement, lease or utterly utterly completely different settlement or instrument to which it is a event or by which it or any of its properties is also certain, apart from, contained within the case of the foregoing clauses (ii) and (iii), for such violations or defaults as would not, individually or contained in the combination, pretty be anticipated to have a Gives Adversarial Impression.

4.10. Tax Components. The Firm and its subsidiaries (i) have paid all U.S. federal, state, native and non-U.S. taxes and have filed all tax returns required to be paid or filed by the date hereof or have duly and exactly requested and obtained extensions thereof; and (ii) should not have any tax deficiency that has been, or could pretty be anticipated to be, determined adversely to the Firm or its subsidiaries, apart from as in each of the circumstances described in clauses (i) and (ii) above (A) are being contested in good faith and for which reserves in accordance with GAAP or utterly utterly completely different related accounting principals have been made or (B) would not, singly or contained in the combination, finish in a Gives Adversarial Impression.

4.11. Licensed Proceedings. There are usually not any accepted or governmental proceedings pending to which the Firm or any of its subsidiaries is a celebration, which if determined adversely to the Firm or any of its subsidiaries, as related, would individually or contained in the combination, pretty be anticipated to have a Gives Adversarial Impression; and, to the Firm’s Knowledge, no such proceedings are threatened or contemplated by any Governmental Authority or others. Together with as disclosed contained within the SEC Filings, there are usually not any nice governmental orders and no sad judgments, penalties or awards throughout the course of or affecting the Firm, its subsidiaries or any of its properties or property.

4.12. Financial Statements.

(a) The financial statements included in each SEC Submitting comply in all offers respects with related accounting requirements and the ideas and suggestions of the SEC with respect thereto as in have an effect on on the time of submitting (or to the extent corrected by a subsequent restatement) and present fairly, in all offers respects, the consolidated financial place of the Firm as of the dates confirmed and its consolidated outcomes of operations and cash flows for the durations confirmed, subject contained within the case of unaudited financial statements to frequent, immaterial year-end audit modifications, and such condensed consolidated financial statements have been prepared in conformity with U.S. often

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accepted accounting suggestions (“GAAP“) (apart from as is also disclosed therein or contained within the notes thereto, and apart from that the unaudited condensed consolidated financial statements is not going to comprise all footnotes required by GAAP). Together with as set forth contained within the condensed consolidated financial statements of the Firm included contained within the SEC Filings filed earlier to the date hereof, the Firm has not incurred any liabilities, contingent or in every completely different case, apart from these incurred contained within the atypical course of enterprise, mounted (as to amount and nature) with earlier practices provided that date of such financial statements, none of which, individually or contained in the combination, have had or would pretty be anticipated to have a Gives Adversarial Impression.

(b) The Firm maintains a system of inside administration over financial reporting (as such time interval is printed in Rule 13a-15(f) under the 1934 Act), that (i) complies with related requirements of the 1934 Act, (ii) has been designed by the Firm’s principal authorities officer and principal financial officer, or under their supervision, to provide low cost assurance concerning the reliability of financial reporting and the preparation of financial statements for exterior capabilities in accordance with GAAP and (iii) is ample to provide low cost assurance that (A) transactions are executed in accordance with administration’s elementary or explicit authorization, (B) transactions are recorded as compulsory to permit preparation of financial statements in conformity with GAAP and to handle up accountability for property, (C) entry to property is permitted solely in accordance with administration’s elementary or explicit authorization and (D) the recorded accountability for property is in distinction with the prevailing property at low cost intervals and associated movement is taken with respect to any distinction.

4.13. Compliance with Change Listings. To the Firm’s Knowledge, the Firm is in compliance with all related itemizing requirements of The Nasdaq Stock Market LLC (“Nasdaq”) related to the Firm. There are usually not any proceedings pending or, to the Firm’s Knowledge, threatened throughout the course of the Firm referring to the continued itemizing of the ADSs on Nasdaq and the Firm has not acquired any uncover of the delisting of the ADSs from Nasdaq.

4.14. Employee Components. No offers labor dispute with the employees of the Firm or any of its subsidiaries, or with the employees of any principal supplier, producer, purchaser or contractor of the Firm, exists or, to the data of the Firm, is threatened or imminent.

4.15. Environmental Components. Together with as described contained within the SEC Filings or as would not, singly or contained in the combination, finish in a Gives Adversarial Impression, (A) neither the Firm nor any of its subsidiaries is in violation of any statute, regulation, rule, regulation, ordinance, code, security or rule of frequent regulation or any judicial or administrative interpretation thereof, along with any judicial or administrative order, consent, decree or judgment, referring to air air air air pollution or security of human correctly being, the setting (along with, with out limitation, ambient air, flooring water, groundwater, land flooring or subsurface strata) or wildlife, along with, with out limitation, licensed options and suggestions referring to the discharge or threatened launch of chemical compounds, air air air pollution, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum merchandise, asbestos-containing provides or mould (collectively, “Hazardous Provides“) or to the manufacture, processing, distribution, use,

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treatment, storage, disposal, transport or coping with of Hazardous Provides (collectively, “Environmental Accepted options“), (B) the Firm and its subsidiaries have all permits required under any related Environmental Accepted options and are each in compliance with their requirements, (C) there are usually not any pending or threatened administrative, regulatory or judicial actions, matches, requires, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings referring to any Environmental Authorized pointers throughout the course of the Firm or any of its subsidiaries and (D) there are usually not any events or circumstances which may pretty be anticipated to choice the concept of an order for clean-up or remediation, or an movement, go correctly with or persevering with by any private event or governmental authority, throughout the course of or affecting the Firm or any of its subsidiaries referring to Hazardous Provides or any Environmental Accepted options.

4.16. Brokers and Finders. Neither the Firm nor any of its subsidiaries is a celebration to any contract, settlement or understanding with any particular explicit particular person which may give rise to a sound declare throughout the course of the Firm or any of its subsidiaries for a brokerage price, finder’s price or like price in reference to the transactions contemplated by the Transaction Paperwork.

4.17. No Directed Selling Efforts or Widespread Solicitation. Neither the Firm nor any Particular particular explicit particular person showing on its behalf has carried out any elementary solicitation or elementary selling (as these phrases are utilized in Regulation D promulgated under the 1933 Act) in reference to the provision or sale of any of the Non-public Placement ADSs. The Firm has supplied the Purchased ADSs throughout the market solely to the Investor.

4.18. No Constructed-in Offering. Assuming the accuracy of the representations and warranties of the Investor set forth in Half 5, neither the Firm nor any of its Associates, its subsidiaries nor any Particular particular explicit particular person showing on their behalf has, straight or in a roundabout means, made any affords or product product sales of any Firm security or solicited any affords to buy any Firm security, under circumstances which may adversely impression reliance by the Firm on Half 4(a)(2) and Regulation D for the exemption from registration for the transactions contemplated hereby or would require registration of the Non-public Placement ADSs or Non-public Placement Shares under the 1933 Act.

4.19. Non-public Placement. Assuming the accuracy of the representations and warranties of the Investor set forth in Half 5, the provision and sale of the Non-public Placement ADSs to the Investor as contemplated hereby is exempt from the registration requirements of the 1933 Act and will not require the publication of a prospectus by the Firm under FSMA and the UK Prospectus Regulation. The issuance and sale of the Non-public Placement ADSs does not contravene the ideas and suggestions of Nasdaq.

4.20. Worldwide Corrupt Practices. Not thought of considered one of many Firm or any of its subsidiaries nor, to Firm’s Knowledge, any director, officer, agent, employee, affiliate or utterly utterly completely different particular explicit particular person associated to or showing on behalf of the Firm or any of its subsidiaries has (i) made, supplied, promised or licensed any unlawful contribution, reward, leisure or utterly utterly completely different unlawful expense (or taken any act in furtherance thereof); (ii) made, supplied, promised or licensed any direct or indirect unlawful price; or (iii) violated or is in violation of any provision of the Bribery Act 2010 of the UK, the Worldwide Corrupt Practices Act of 1977, or each utterly completely different related anti-bribery or anti-corruption regulation.

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4.21. Office of Worldwide Property Administration. Neither the Firm nor any subsidiary nor, to the Firm’s Knowledge, any director, supervisor, officer, agent, employee or Affiliate of the Firm or any of its subsidiaries is, or is performing under the trail of, on behalf of or for the advantage of a Particular one which’s, or is owned or managed by a Particular one which’s, within the interim subject to any U.S. sanctions administered by the Office of Worldwide Property Administration of the U.S. Division of the Treasury (OFAC).

4.22. Money Laundering. The operations of the Firm and its subsidiaries are and have been carried out all the time in compliance with related financial record-keeping and reporting requirements to which they’re subject of the money laundering statutes, and the ideas and suggestions thereunder and any related or associated options, of all related jurisdictions, and suggestions or pointers issued, administered or enforced by any governmental company related to the Firm, along with, nonetheless not restricted to, (i) the Monetary establishment Secrecy Act of 1970, as amended by the USA PATRIOT ACT of 2001, and the ideas and suggestions promulgated thereunder, (ii) the UK Money Laundering, Terrorist Financing and Change of Funds Pointers 2017 and (iii) the Worldwide cash and Worldwide Transactions Reporting Act of 1970, as amended (collectively, the “Money Laundering Accepted options“), and no movement, go correctly with or persevering with by or earlier than any courtroom or governmental company, authority or physique or any arbitrator involving the Firm or any of its subsidiaries with respect to the Money Laundering Accepted options is pending or, to the Firm’s Knowledge, threatened.

4.23. Disclosure Controls. The Firm has established and maintains disclosure controls and procedures (as outlined in Solutions 13a-14 and 15d-15 under the 1934 Act) which is likely to be designed to handle to the requirements of the 1934 Act; such disclosure controls and procedures have been designed to make sure that offers info referring to the Firm and its subsidiaries is made acknowledged to the Firm’s principal authorities officer and principal financial officer by others inside these entities; and the Firm has carried out evaluations of the effectiveness of its disclosure controls and procedures as required by Rule 13a-15 of the 1934 Act and such disclosure controls and procedures are setting nice.

4.24. Sarbanes-Oxley. The Firm is in compliance with all the provisions of the Sarbanes-Oxley Act of 2002 which is likely to be related to it.

4.25. Funding Firm. The Firm is not going to be required to be registered as, and is not an Affiliate of, and immediately following the Closing shouldn’t be going to be required to register as, an “funding firm” all by the use of the which suggests of the Funding Firm Act of 1940, as amended.

4.26. Manipulation of Worth. The Firm has not taken, and, to the Firm’s Knowledge, no Particular particular explicit particular person showing on its behalf has taken, straight or in a roundabout means, any movement designed to set off to or that has constituted or which can pretty be anticipated to set off or to consequence contained within the stabilization or manipulation of the worth of the Non-public Placement ADSs.

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4.27. Acknowledgement Referring to Investor’s Purchase of the ADSs. The Firm acknowledges and agrees that the Investor is performing solely contained within the efficiency of an arm’s dimension purchaser with respect to the transactions contemplated contained within the Settlement, along with, nonetheless not restricted to, the issuance of the Non-public Placement ADSs and the issuance of the Non-public Placement Shares. The Firm extra acknowledges that the Investor is not going to be performing as a financial advisor or fiduciary to the Firm (or in any associated efficiency) with respect to the Settlement and any advice given by the Investor or any of its representatives or brokers in reference to the Settlement and the transactions contemplated herein is merely incidental to the Investor’s purchase of the Non-public Placement ADSs.

4.28. Reliance. The Firm has an inexpensive basis for making each of the representations set forth on this Half 4. The Firm acknowledges that the Investor is relying upon the accuracy and truthfulness of the foregoing representations made by the Firm hereunder and hereby consents to such reliance.

4.29. No Preemptive Rights. The issuance of the Non-public Placement Shares is not going to be subject to any preemptive or associated rights, other than such rights which have been complied with or successfully disapplied or waived earlier to the date hereof.

4.30. Psychological Property.

(a) The Firm and its subsidiaries private or have official, binding and enforceable licenses or utterly utterly completely different rights under the patents and patent options, copyrights, emblems, trademark registrations, service marks, service mark registrations, commerce names, service names and know-how (along with commerce secrets and techniques and methods and methods and methods and utterly utterly completely different unpatented and/or unpatentable proprietary or confidential info, functions or procedures) and all utterly utterly completely different know-how and psychological property rights compulsory for, or used contained within the conduct, or the proposed conduct, of the enterprise of the Firm and its subsidiaries contained within the methodology contemplated by the Collaboration Settlement or described by the Firm in its SEC Filings or utterly utterly completely different public disclosures (collectively, the “Firm Psychological Property“), and the Firm and its subsidiaries private or have official, binding and enforceable licenses or utterly utterly completely different rights to take a look at such Firm Psychological Property; the psychological property owned by the Firm or any of its subsidiaries is free and away from all offers liens and encumbrances; to the data of the Firm, the patents, emblems and copyrights owned or licensed by the Firm or any of its subsidiaries are official, enforceable and subsisting; the Firm and its subsidiaries have complied with the phrases of each settlement pursuant to which psychological property has been licensed to the Firm or any subsidiary, and all such agreements are in full drive and have an effect on. Aside from as contemplated by the Collaboration Settlement or described by the Firm in its SEC Filings or utterly utterly completely different public disclosures, (i) neither the Firm nor any of its subsidiaries is obligated to pay a cloth royalty, grant a license or current utterly utterly completely different offers consideration to any third event in reference to the Firm Psychological Property, (ii) no movement, go correctly with, declare or utterly utterly completely different persevering with is pending, or, to the data of the Firm, is threatened, alleging that the Firm or any of its subsidiaries is infringing, misappropriating, diluting or in every completely different case violating any rights of others with respect to any of the Firm’s or any of its subsidiaries’ product candidates, processes or psychological property, and the Firm is

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unaware of any particulars which can choice an inexpensive basis for any such movement, go correctly with, persevering with or declare, (iii) to the data of the Firm, and as would not pretty be anticipated, singly or contained in the combination, to have a cloth antagonistic have an effect on on the Firm, no third event which is not the U.S. Patent and Trademark Office (“USPTO“) or any abroad governmental administrative company performing contained within the atypical course of ex parte patent prosecution is tough in writing the validity, enforceability, possession or use of any of the patents or patent options owned by or licensed to the Firm, and other than ongoing atypical course, ex parte patent prosecution proceedings, to the Firm’s information, there are usually not any accepted proceedings pending or threatened in writing referring to validity, enforceability, scope, registration, or possession of any of the patents or patent options owned by or licensed to the Firm, (iv) to the data of the Firm, neither the Firm nor any of its subsidiaries has acquired uncover of any declare of infringement, misappropriation or battle with any asserted rights of others with respect to any of the Firm’s or any of its subsidiaries’ product candidates, know-how, processes or Firm Psychological Property, (v) to the data of the Firm, the occasion, manufacture, sale, and any within the interim proposed use of any of the product candidates or processes of the Firm or any of its subsidiaries referred to contained within the Collaboration Settlement or described by the Firm in its SEC Filings or utterly utterly completely different public disclosures do not within the interim, and will not upon commercialization, to the data of the Firm, infringe any proper or official issued patent declare of any third event, (vi) no third event has any possession proper in or to any Firm Psychological Property that is owned by the Firm or any of its subsidiaries, and, to the data of the Firm, no third event has any possession proper in or to any Firm Psychological Property licensed to the Firm or any of its subsidiaries, other than any licensor to the Firm or such subsidiary of such Firm Psychological Property, (vii) the Firm and its subsidiaries have taken low cost measures to protect their confidential info and commerce secrets and techniques and methods and methods and methods and to handle up and safeguard the Firm Psychological Property, along with the execution of associated nondisclosure and confidentiality agreements, (viii) to the data of the Firm, no employee, selling and promoting and advertising info or unbiased contractor of the Firm or any of its subsidiaries is in violation in any offers respect of any time interval of any employment contract, patent disclosure settlement, invention job settlement, non-competition settlement, non-solicitation settlement, nondisclosure settlement or any restrictive covenant to or with a former employer or unbiased contractor the place the concept of such violation pertains to such employee’s employment or unbiased contractor’s engagement with the Firm or any of its subsidiaries or actions undertaken whereas employed or engaged with the Firm of any of its subsidiaries, and (ix) to the data of the Firm, there is no such challenge as a infringement by third occasions of any Firm Psychological Property.

(b) All patents and patent options owned by or licensed to the Firm or any of its subsidiaries have, to the data of the Firm, been duly and exactly filed and maintained and prosecuted in compliance with related licensed options, along with the accountability of candor and good faith under 37 C.F.R. 1.56; the Firm is not going to take heed to any particulars required to be disclosed to the USPTO that weren’t disclosed and which can choice the concept of a discovering of invalidity with respect to any patents which have issued.

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5. Representations and Warranties of the Investor. The Investor represents and warrants to the Firm that:

5.1. Group and Existence. The Investor is a duly built-in or organized and validly current company, restricted partnership, restricted obligation firm or utterly utterly completely different accepted entity, has all requisite company, partnership or restricted obligation firm vitality and authority to enter into and consummate the transactions contemplated by the Transaction Paperwork and to carry out its obligations hereunder and thereunder, and to place cash into the Non-public Placement ADSs pursuant to this Settlement, and is in good standing under the licensed options of the jurisdiction of its incorporation or group.

5.2. Authorization. The execution, current and effectivity by the Investor of the Transaction Paperwork to which the Investor is a celebration have been duly licensed and each has been duly executed and when delivered will characterize the official and legally binding obligation of the Investor, enforceable throughout the course of the Investor in accordance with their respective phrases, subject to chapter, insolvency, fraudulent change, reorganization, moratorium and associated licensed options of elementary applicability, referring to or affecting collectors’ rights often, and elementary suggestions of equity.

5.3. Purchase Utterly for Personal Account. The Non-public Placement ADSs to be acquired by the Investor hereunder shall be acquired for the Investor’s private account, not as nominee or agent, for the intention of funding and positively not with a view to the resale or distribution of any half thereof in violation of the 1933 Act, and the Investor has no present intention of selling, granting any participation in, or in every completely different case distributing the identical in violation of the 1933 Act with out prejudice, nonetheless, to the Investor’s proper all the time to advertise or in every completely different case remove all or any part of such Non-public Placement ADSs in compliance with related federal and state securities licensed options. The Non-public Placement ADSs are being purchased by the Investor contained within the atypical course of its enterprise. Nothing contained herein shall be deemed a illustration or assure by the Investor to hold the Non-public Placement ADSs for any time interval. The Investor is not going to be a broker-dealer registered with the SEC under the 1934 Act or an entity engaged in a enterprise which might require it to be so registered.

5.4. Funding Experience. The Investor acknowledges that it will presumably bear the monetary menace and full lack of its funding contained within the Non-public Placement ADSs and has such information and experience in financial or enterprise elements that it is ready to evaluating the deserves and risks of the funding contemplated hereby.

5.5. Licensed Investor.

(a) If the Investor is a person in a member state of the European Monetary Area, such investor is a “licensed investor” as outlined contained within the Prospectus Regulation.

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(b) If the Investor is a person contained in the UK, such investor is a “licensed investor” as outlined contained within the UK Prospectus Regulation who (i) has expert experience in elements referring to investments falling all by the use of the definition of “funding professionals” in Article 19(5) of the Financial Firms and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and/or (ii) is a extreme web price physique company, unincorporated affiliation and partnership and trustee of utmost price trusts as described in Article 49(2)(a) to (d) of the Order.

5.6. Disclosure of Knowledge. The Investor has had a chance to build up, overview and understand all info related to the Firm requested by it and to ask questions of and buy decisions from the Firm concerning the Firm, its enterprise and the phrases and circumstances of the offering of the Non-public Placement ADSs, and has carried out and completed its private unbiased due diligence. The Investor acknowledges that copies of the SEC Filings is likely to be discovered on the EDGAR System. Based totally utterly on the info the Investor has deemed associated, it has independently (or together with its funding adviser) made its private analysis and willpower to enter into the Transaction Paperwork. The Investor is relying solely by itself funding analysis and due diligence (and/or that of its funding adviser) (along with expert advice it deems associated) with respect to the execution, current and effectivity of the Transaction Paperwork, the Non-public Placement ADSs and the enterprise, state of affairs (financial and in every completely different case), administration, operations, properties and prospects of the Firm, along with nonetheless not restricted to all enterprise, accepted, regulatory, accounting, credit score rating ranking rating and tax elements. Neither such inquiries nor each utterly completely different due diligence investigation carried out by the Investor (or its funding adviser) shall modify, limit or in every completely different case impression the Investor’s proper to depend upon the Firm’s representations and warranties contained on this Settlement.

5.7. Restricted Securities. The Investor understands that the Non-public Placement ADSs are characterised as “restricted securities” under the U.S. federal securities licensed options inasmuch as they’re being acquired from the Firm in a transaction not involving a public offering and that under such licensed options and related suggestions such securities is also resold with out registration under the 1933 Act solely in certain restricted circumstances. The Investor understands that such Non-public Placement Shares underlying the Non-public Placement ADSs shall not be deposited in any depositary facility established or maintained by a depositary monetary establishment till it is a restricted depositary facility.

5.8. Legends. It is understood that, apart from as provided beneath, the Non-public Placement ADSs could bear the subsequent or any associated legend:

(a) “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 OR ANY OTHER EXEMPTION UNDER THE SECURITIES ACT OR OF ANY EXEMPTIONS UNDER APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES FOR THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER OF THE AMERICAN DEPOSITARY SHARES REPRESENTING ORDINARY SHARES BY THE HOLDER. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE SECURITIES REPRESENTED HEREBY MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE SECURITIES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK. THE HOLDER, BY ITS ACCEPTANCE OF SECURITIES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.”

(b) If required by the authorities of any state, the legend required by such state authority.

5.9. Accredited Investor. The Investor is (a) an “accredited investor” all by the use of the which suggests of Rule 501 under the 1933 Act and has executed and delivered to the Firm a questionnaire in significantly the form connected hereto as Exhibit A (the “Investor Questionnaire“), which the Investor represents and warrants is true, right and full. The Investor is (b) a cultured institutional investor with ample information and experience in investing in private equity transactions to exactly ponder the hazards and deserves of its purchase of the Non-public Placement ADSs. The Investor has determined based by itself unbiased overview and such expert advice due to it deems associated that its purchase of the Non-public Placement ADSs and participation contained within the transactions contemplated by the Transaction Paperwork (i) are totally per its financial needs, targets and state of affairs, (ii) comply and are totally per all funding insurance coverage protection safety insurance coverage protection insurance coverage insurance policies, pointers and utterly utterly completely different restrictions related to the Investor, (iii) have been duly licensed and permitted by all compulsory movement, (iv) do not and will not violate or characterize a default under any regulation, rule, regulation, settlement or utterly utterly completely different obligation by which the Investor is certain and (v) are a match, correct and acceptable funding for the Investor, nonetheless the substantial risks inherent in investing in or holding the Non-public Placement ADSs.

5.10. Unbiased Funding Dedication. The Investor understands that nothing contained within the Transaction Paperwork or each utterly completely different provides provided by or on behalf of the Firm to the Investor in reference to the acquisition of the Non-public Placement ADSs constitutes accepted, tax or funding advice. The Investor has consulted such accepted, tax and funding advisors due to it, of their sole discretion, has deemed compulsory or associated in reference to its purchase of the Non-public Placement ADSs.

5.11. UK Securities Requirements. The Investor has complied and will alter to all related provisions of FSMA and the UK Financial Firms Act 2012 with respect to 1 issue completed by the Investor in relation to the Non-public Placement ADSs in, from or in every completely different case involving the UK.

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5.12. Compliance with Accepted options. The Investor is allowed and entitled to amass the Non-public Placement ADSs under the licensed options of all associated jurisdictions that apply to it, has complied and will comply in all offers respects with all such licensed options referring to the acquisition of the Non-public Placement ADSs (along with, the place related, EU MAR, UK MAR, the UK Felony Justice Act 1993, the UK Proceeds of Crime Act 2002, the Terrorism Act 2000, the UK Terrorism Act 2006, the Money Laundering Pointers 2007 and the UK Money Laundering, Terrorist Financing and Change of Funds (Knowledge on Payer) Pointers 2017 and any related or associated options, suggestions or pointers administered or enforced by any governmental company having jurisdiction in respect thereof) and has obtained all related consents which is likely to be required in relation to the acquisition of the Non-public Placement ADSs.

5.13. No Widespread Solicitation. The Investor did not be taught of the funding contained within the Non-public Placement ADSs on account of any elementary or public solicitation or elementary selling, or publicly disseminated commercials or product product sales literature, along with (a) any industrial, article, uncover or utterly utterly completely different communication printed in any newspaper, journal, web internet web page, or associated media, or broadcast over television or radio, or (b) any seminar or meeting to which the Investor was invited by any of the foregoing strategy of communications.

5.14. Brokers and Finders. No Particular particular explicit particular person would possibly want, on account of the transactions contemplated by the Transaction Paperwork, any official proper, curiosity or declare throughout the course of or upon the Firm or the Investor for any price, price or utterly utterly completely different compensation pursuant to any settlement, affiliation or understanding entered into by or on behalf of Investor.

5.15. Fast Product product sales and Confidentiality Earlier to the Date Hereof. Aside from consummating the transactions contemplated hereunder, the Investor has not, nor has any Particular particular explicit particular person showing on behalf of or pursuant to any understanding with the Investor, straight or in a roundabout means executed any purchases or product product sales, along with Fast Product product sales, of the securities of the Firm all by the use of the interval commencing as of the time that the Investor was first contacted by the Firm or each utterly completely different Particular particular explicit particular person concerning the transactions contemplated hereby and ending immediately earlier to the date hereof. Nonetheless the foregoing, contained within the case of the Investor that will presumably be a multi-managed funding automobile whereby separate portfolio managers address separate elements of the Investor’s property and the portfolio managers have no direct information of the funding picks made by the portfolio managers managing utterly utterly completely different elements of the Investor’s property, the illustration set forth above shall solely apply with respect to the portion of property managed by the portfolio supervisor that made the funding selection to purchase the Non-public Placement ADSs. Aside from to utterly utterly completely different People event to this Settlement and other than to such Particular particular explicit particular person’s affiliate or outdoor lawyer, accountant, auditor or funding advisor solely to the extent compulsory to permit evaluation of the funding, and the effectivity of the obligatory or required tax, accounting, financial, accepted, regulatory or administrative duties and suppliers and other than as is also required by regulation or regulation, the Investor has maintained the confidentiality of all disclosures made to it in reference to this transaction (along with the existence and phrases of this transaction). Nonetheless the foregoing, for the avoidance of doubt, nothing contained herein shall characterize a illustration or assure, or preclude or prohibit any actions, with respect to the identification of, the provision of, or securing of, obtainable shares to borrow in an effort to have an effect on Fast Product product sales or associated transactions in the long term.

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5.16. No Authorities Suggestion or Approval. The Investor understands that no United States federal or state company, or associated company of each utterly completely different nation, has reviewed, permitted, handed upon, or made any suggestion or endorsement of the Firm or the acquisition of the Non-public Placement ADSs.

5.17. No Intent to Impression a Change of Administration. The Investor has no present intent to have an effect on a “change of administration” of the Firm as such time interval is believed under the ideas promulgated pursuant to Half 13(d) of the 1934 Act.

5.18. Residency. The Investor’s office by which its funding selection with respect to the Non-public Placement ADSs was made is located on the sort out immediately beneath the Investor’s arrange on its signature web web internet web page hereto.

5.19. No Conflicts. The execution, current and effectivity by Investor of the Transaction Paperwork and the consummation by the Investor of the transactions contemplated hereby and thereby shouldn’t be going to (i) finish in a violation of the organizational paperwork of Investor or (ii) battle with, or characterize a default (or an event which with uncover or lapse of time or every would flip proper right into a default) under, or give to others any rights of termination, modification, acceleration or cancellation of, any settlement, indenture or instrument to which the Investor is a celebration, or (iii) finish in a violation of any regulation, rule, regulation, order, judgment or decree (along with federal and state securities licensed options) related to Investor, apart from contained within the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which could not, individually or contained in the combination, pretty be anticipated to have a cloth antagonistic have an effect on on the facility of the Investor to hold out its obligations hereunder.

5.20. No “Harmful Actor” Disqualification. The Investor has not taken any of the actions set forth in, and is not subject to, the disqualification provisions of Rule 506(d)(1) of the 1933 Act, and the Investor’s responses contained within the questionnaire delivered to the Firm by the Investor related to qualification under Rule 506(d)(1) maintain true and correct as of the date hereof.

6. Conditions to Closing.

6.1. Conditions to the Investor’s Obligations. The responsibility of the Investor to purchase the Non-public Placement ADSs on the Closing is subject to the achievement to the Investor’s satisfaction, on or earlier to the Closing Date, of the subsequent circumstances, any of which is likely to be waived by the Investor with the settlement of the Firm:

(a) The representations and warranties made by the Firm in Half 4 hereof shall be true and correct as of the date hereof and as of the Closing Date, as if made on and as of such date, apart from to the extent any such illustration or assure expressly speaks as of an earlier date, by which case such illustration or assure shall be true and correct as of such earlier date. The Firm shall have carried out in all offers respects all obligations and covenants herein required to be carried out by it on or earlier to the Closing Date.

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(b) The Firm shall have carried out or complied with in all offers respects all obligations and covenants herein required by it on or earlier to the Closing.

(c) The Firm shall have obtained any and all consents, permits, approvals, registrations and waivers compulsory for the consummation of the acquisition and sale of the Non-public Placement ADSs, all of which shall be in full drive and have an effect on.

(d) No judgment, writ, order, injunction, award or decree of or by any courtroom, or select, justice or magistrate, along with any chapter courtroom or select, or any order of or by any Governmental Authority, shall have been issued, and no movement or persevering with shall have been instituted by any Governmental Authority, enjoining or stopping the consummation of the transactions contemplated by this Settlement.

(e) The Investor shall have acquired opinions from Cooley LLP and Cooley (UK) LLP, the Firm’s counsel, dated as of the Closing Date, in choice and substance pretty acceptable to the Investor and addressing such accepted elements due to the Investor and the Firm pretty agree.

(f) There shall have been no Gives Adversarial Impression with respect to the Firm provided that date hereof.

(g) No stop order or suspension of shopping for and promoting of the ADSs shall have been imposed by Nasdaq or the SEC.

(h) The Firm shall have delivered a certificates, executed on behalf of the Firm by its Chief Govt Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the achievement of the circumstances specified by Subsections (a), (b), (c) and (d) of this Half 6.1.

(i) The Firm shall have executed and delivered the Registration Rights Settlement.

6.2. Conditions to Obligations of the Firm. The Firm’s obligation to advertise and topic the Non-public Placement ADSs on the Closing to the Investor is subject to the achievement to the satisfaction of the Firm on or earlier to the Closing Date of the subsequent circumstances, any of which is likely to be waived by the Firm:

(a) The representations and warranties made by the Investor in Half 5 hereof shall be true and correct as of the date hereof, and shall be true and correct as of the Closing Date with the identical drive and have an effect on as throughout the event that they’d been made on and as of such date. The Investor shall have carried out in all offers respects all obligations and covenants herein required to be carried out by the Investor on or earlier to the Closing Date.

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(b) The Investor shall have carried out or complied with in all offers respects all obligations and covenants herein required to be carried out by the Investor on or earlier to the Closing.

(c) No judgment, writ, order, injunction, award or decree of or by any courtroom, or select, justice or magistrate, along with any chapter courtroom or select, or any order of or by any Governmental Authority, shall have been issued, and no movement or persevering with shall have been instituted by any Governmental Authority, enjoining or stopping the consummation of the transactions contemplated by this Settlement.

(d) The Collaboration Settlement shall have been entered into by the Firm and Blackstone and shall be in full drive and have an effect on.

(e) The Investor shall have executed and delivered the Investor Questionnaire and the Registration Rights Settlement.

(f) The Investor shall have paid in full the Mixture Purchase Worth for the Non-public Placement ADSs to the Firm.

6.3. Termination of Obligations to Impression Closing; Outcomes.

(a) The obligations of the Firm, on the one hand, and the Investor, alternatively, to have an effect on the Closing shall terminate as follows:

(i) Upon the mutual written consent of the Firm and the Investor earlier to the Closing;

(ii) By the Firm if any of the circumstances set forth in Half 6.2 shall have flip into incapable of feat, and shall not have been waived by the Firm;

(iii) By the Investor if any of the circumstances set forth in Half 6.1 shall have flip into incapable of feat, and shall not have been waived by the Investor; or

(iv) By each the Firm or the Investor if the Closing has not occurred on or earlier to the fifth Searching for and promoting Day following the date of this Settlement;

provided, nonetheless, that, apart from contained within the case of clauses (ii) and (iii) above, the event searching for to terminate its obligation to have an effect on the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained contained within the Transaction Paperwork if such breach has resulted contained within the circumstances giving rise to such event’s searching for to terminate its obligation to have an effect on the Closing.

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(b) All by means of the event of termination by the Firm or the Investor of its obligations to have an effect on the Closing pursuant to this Half 6.3, written uncover thereof shall be given to the selection event. Nothing on this Half 6.3 shall be deemed to launch any event from any obligation for any breach by such event of the selection phrases and provisions of the Transaction Paperwork or to impair the precise of any event to compel explicit effectivity by each utterly completely different event of its utterly utterly completely different obligations under the Transaction Paperwork.

7. Covenants and Agreements of the Firm.

7.1. No Conflicting Agreements. The Firm shouldn’t be going to take any movement, enter into any settlement or make any dedication which may battle or intervene in any offers respect with the Firm’s obligations to the Investor under the Transaction Paperwork or the Collaboration Settlement.

7.2. Nasdaq Itemizing. The Firm will use commercially low cost efforts to proceed the itemizing and searching for and promoting of the ADSs on Nasdaq and, in accordance therewith, will use low cost best efforts to evolve in all offers respects with the Firm’s reporting, submitting and utterly utterly completely different obligations under the ideas and suggestions of Nasdaq.

7.3. Reporting Standing. The Firm shall correctly timed file all tales required to be filed with the SEC pursuant to the 1934 Act, and the Firm shall not terminate its standing as an issuer required to file tales under the 1934 Act even when the 1934 Act or the ideas and suggestions thereunder would in every completely different case enable such termination.

7.4. Eradicating of Legends.

(a) In reference to any sale, job, change or utterly utterly completely different disposition of the Non-public Placement ADSs by the Investor pursuant to Rule 144 or pursuant to each utterly completely different exemption under the 1933 Act such that the purchaser acquires freely tradable ADSs and upon compliance by the Investor with the requirements of the Transaction Paperwork, if requested by the Investor, the Firm shall use commercially low cost efforts to set off the Depositary to remove any restrictive legends related to the e-book entry account holding such ADSs and make a model new, unlegended entry for such e-book entry ADSs provided or disposed of with out restrictive legends, provided that the Firm and the Depositary have correctly timed acquired from the Investor customary representations and utterly utterly completely different documentation pretty acceptable to the Firm and the Depositary in connection therewith.

(b) Matter to receipt from the Investor by the Firm and the Depositary of customary representations and utterly utterly completely different documentation pretty acceptable to the Firm and the Depositary in connection therewith, upon the earliest of such time due to the Non-public Placement ADSs (i) have been provided pursuant to Rule 144 or (ii) are eligible for resale under Rule 144(b)(1) or any successor provision, the Firm shall, in accordance with the provisions of this Half 7.4(b), (A) ship to the Depositary irrevocable instructions that the

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Depositary shall make a model new, unlegended entry for such e-book entry ADSs, and (B) set off its counsel, subject to receipt by such counsel of such customary representations and utterly utterly completely different documentation pretty requested by such counsel, to ship to the Depositary numerous opinions to the have an effect on that the eradicating of such legends in such circumstances is also effected under the 1933 Act if required by the Depositary to have an effect on the eradicating of the legend in accordance with the provisions of the Transaction Paperwork. ADSs subject to legend eradicating hereunder is also transmitted by the Depositary to the Investor by crediting the account of the Investor’s prime vendor with the DTC System as directed by the Investor. The Firm shall be answerable for the fees of the Depositary for which it is accountable in accordance with the Deposit Settlement and all DTC costs associated to such issuance.

(c) Matter to the restrictions on inclinations pursuant to Half 9 of this Settlement, the Investor agrees with the Firm (i) that the Investor will promote any Non-public Placement ADSs pursuant to each the registration requirements of the 1933 Act or in compliance with an exemption from the registration requirements of the 1933 Act.

7.5. Costs and Stamp Taxes. The Firm shall be answerable for the price of any placement agent’s costs, financial advisory costs, or vendor’s commissions (other than for People engaged by the Investor) referring to or arising out of the transactions contemplated hereby, along with, with out limitation, any costs or commissions payable to placement brokers due to the Firm may go collectively in reference to the transactions contemplated by the Transaction Paperwork. The Firm shall pay to the Investor any stamp accountability or stamp accountability reserve tax required to be paid contained in the UK by the Investor in reference to the issuance of the Non-public Placement ADSs to the Investor in accordance with the phrases of this Settlement.

7.6. Use of Proceeds. The web proceeds of the sale of the Non-public Placement ADSs hereunder shall be utilized by the Firm to develop its scientific pipeline of product candidates, along with for working capital and utterly utterly completely different elementary company capabilities.

8. Fast Product product sales and Confidentiality After the Date Hereof. The Investor covenants that neither it nor any Associates showing on its behalf or pursuant to any understanding with it might probably execute any Fast Product product sales all by the use of the interval from the date hereof until the earlier of such time as (i) the transactions contemplated by the Transaction Paperwork are first publicly launched or (ii) this Settlement is terminated in full. The Investor covenants that until such time due to the transactions contemplated by this Settlement are publicly disclosed by the Firm, the Investor will hold the confidentiality of all disclosures made to it in reference to this transaction (along with the existence and phrases of this transaction), other than to such Particular particular explicit particular person’s outdoor lawyer, accountant, auditor or funding advisor solely to the extent compulsory to permit evaluation of the funding, and the effectivity of the obligatory or required tax, accounting, financial, accepted, regulatory or administrative duties and suppliers, and other than as is also required by regulation or regulation. The Investor understands and acknowledges that the SEC within the interim takes the place that safety of Fast Product product sales “throughout the course of the sphere” earlier to effectiveness of a resale registration assertion with securities included in such registration assertion could very properly be a violation of Half 5 of the 1933 Act, as set forth in Merchandise 239.10 of the Securities Act Solutions Compliance and Disclosure Interpretations compiled by the Office of Chief Counsel, Division of Company Finance.

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9. Restrictions on Inclinations.

9.1. Positive Tender Gives. Nonetheless each utterly completely different provision of this Half 9, this Half 9 shall not prohibit or restrict any Disposition of ADSs, Uncommon Shares and/or Uncommon Share Equivalents by the Investor or any of its Associates into (a) a youthful current by a Third Event which is not opposed by the Firm’s Board of Directors (nonetheless solely after the Firm’s submitting of a press launch or utterly utterly completely different public uncover with the SEC disclosing the recommendation of the Firm’s Board of Directors with respect to such tender current), (b) an issuer tender current by the Firm, (c) in reference to each: (i) the acceptance of a elementary current for greater than 50% of the atypical share capital of the Firm (or any part of it) or (ii) the provision of an irrevocable enterprise to solely settle for a proposal referred to in clause (i) above, (d) in reference to (i) any compromise or affiliation under Half 26 of the Companies Act providing for the acquisition by any particular explicit particular person (or group of people performing in dwell effectivity) of larger than 50% of the Uncommon Shares in topic and which compromise or affiliation is advisable by the Firm’s Board of Directors, agreed by the requisite majorities of the members of the Firm and sanctioned by the U.Okay. Extreme Courtroom; or (ii) the provision of an irrevocable enterprise to vote in favor of a compromise or affiliation referred to in clause (i) above, or (e) pursuant to any sale, change or affiliation under half 110 of the UK Insolvency Act 1986 in relation to the Firm.

9.2. Insider Searching for and promoting. Together with the restrictions contained within the Transaction Paperwork on the Disposition of ADSs, Uncommon Shares and Uncommon Share Equivalents of the Firm, the Investor hereby acknowledges that it is acutely aware that america and utterly utterly completely different related securities licensed options prohibit anyone who has offers, non-public particulars about a company obtained straight or in a roundabout means from that firm from searching for or selling securities of such firm or from talking such info to each utterly completely different particular explicit particular person, along with under circumstances by which it is pretty foreseeable that such particular explicit particular person is extra potential to purchase or promote such securities.

9.3. Standstill. The Investor hereby agrees that, for a interval of six months from the date hereof, till notably invited in writing by the Firm to take motion, neither the Investor nor any of its Associates will, or will set off or knowingly enable any of its or their directors, officers, employees, funding bankers, attorneys, accountants or utterly utterly completely different advisors or representatives to, in any methodology, straight or in a roundabout means:

(a) have an effect on or search, provoke, current or counsel (whether or not or not or not or not publicly or in every completely different case) to have an effect on, or set off or participate in or in any means advise or, assist each utterly completely different particular explicit particular person to have an effect on or search, provoke, current or counsel (whether or not or not or not or not publicly or in every completely different case) to have an effect on or set off or participate in, any acquisition of any securities (or useful possession thereof) or property of the Firm; any tender or commerce current, merger, consolidation or utterly utterly completely different enterprise combination involving the Firm; any recapitalization, restructuring, liquidation, dissolution or utterly utterly completely different extraordinary transaction with respect to the Firm; or any “solicitation” of “proxies” (as such phrases are used contained within the proxy options of the Value) or consents to vote any voting securities of the Firm;

23

(b) choice, be a part of or in any means participate in a “group” (as outlined under the 1934 Act, hereafter a “Group”) with respect to any securities of the Firm;

(c) in every completely different case act, alone or in dwell effectivity with others, to hunt to deal with or have an effect on the administration, Board of Directors or insurance coverage protection safety insurance coverage protection insurance coverage insurance policies of the Firm;

(d) take any movement which can pretty be anticipated to drive the Firm to make a public announcement regarding any of the types of things set forth on this Half 9; or

(e) enter into any agreements, discussions or preparations with any third event with respect to any of the foregoing.

9.4. Nonetheless the foregoing in Half 9.3, the Firm hereby agrees that the provisions of this Half 9 shall not apply to the subsequent:

(a) the acquisition by the Investor and/or its Associates after the date hereof (and positively not pursuant to this Settlement) of as masses as an combination number of Uncommon Shares (or ADSs representing Uncommon Shares) that does not exceed 10% of the number of Uncommon Shares then issued and nice;

(b) the put collectively by the Investor and/or its Associates, if related, of any voting rights obtainable to Firm stockholders often pursuant to any transaction described in Half 9.3 above, provided that the Investor has not then each straight, in a roundabout means, or as a member of a Group made, effected, initiated or led to such transaction to occur or in every completely different case violated this Half 9.4;

(c) the put collectively by the Investor and/or its Associates, if related, of any voting rights often obtainable to it or them as non-Affiliate security holders of a third event that will presumably be a participant in an movement or transaction described in Half 9.3 above, provided that the Investor has not then each straight, in a roundabout means, or as a member of a Group made, effected, initiated or led to such movement or transaction to occur or in every completely different case violated this Half 9.4;

(d) the atypical course of enterprise of the Investor or any of its Associates or their directors, officers, employees, funding bankers, attorneys, accountants or utterly utterly completely different advisors or representatives;

(e) any observe by the Investor after the Firm has made any public announcement of its intent to solicit or work collectively in any transaction which can finish in a Firm Sale; and

(f) making any communication to Firm authorities administration on a confidential basis solely that the Investor is likely to be fascinated by partaking in discussions with the Firm which may finish in a negotiated transaction described in Half 9.3(a) so long as the Investor does not point out any such transaction or talk about or confirm with potential phrases thereof with out the Firm’s prior consent.

24

9.5. Nonetheless the foregoing in Half 9.3, the restrictions set forth in Half 9.3 shall terminate and be of no extra drive and have an effect on if (i) the Firm enters right correct proper right into a definitive settlement with respect to, or publicly declares that it plans to enter into, a transaction involving greater than 50% of the Firm’s equity securities or all or significantly all the Firm’s property (whether or not or not or not or not by merger, consolidation, enterprise combination, tender or commerce current, recapitalization, restructuring, sale, equity issuance, or in every completely different case), or (ii) any Particular particular explicit particular person or group publicly declares or commences a youthful or commerce current to amass greater than 50% of the Firm’s equity securities.

10. Survivaland Indemnification.

10.1. Survival. The representations, warranties, covenants and agreements contained on this Settlement shall survive the Closing of the transactions contemplated by this Settlement for the related statute of limitations.

10.2. Indemnification. The Firm agrees to indemnify and defend harmless the Investor and its Associates, and their respective directors, officers, representatives, trustees, members, managers, employees, funding advisers and brokers, each One who controls the Investor (all by the use of the which suggests of Half 15 of the 1933 Act and Half 20 of the 1934 Act) (collectively, the “Indemnified Occasions“), from and throughout the course of any and all losses, claims, damages, liabilities, and funds (along with, with out limitation, low cost and documented lawyer costs and disbursements and utterly utterly completely different documented out-of-pocket funds pretty incurred in reference to investigating, making ready or defending any movement, declare or persevering with, pending or threatened and the costs of enforcement thereof) (excluding liabilities for change, stamp accountability, stamp accountability reserve or associated taxes other than to the extent set forth in Half 7.5) (collectively, “Losses“) to which such Indemnified Event could flip into subject on account of any (i) inaccuracy, violation or breach of any of the Firm’s representations or warranties made contained within the Transaction Paperwork; or (ii) any breach or failure to hold out by the Firm of any of its covenants and obligations contained herein, and will reimburse any such Indemnified Event for all such elements as they’re incurred by such Indemnified Event, apart from to the extent such Losses resulted from such Indemnified Event’s gross negligence, fraud or willful misconduct or to the extent such Losses are attributable to an Investor’s breach of a illustration, assure, covenant or settlement made by or to be carried out on the part of such Investor under the Transaction Paperwork. To the extent that the foregoing enterprise by the Firm is also unenforceable for any motive, the Firm shall contribute to the amount paid or payable by such Indemnified Event on account of such Losses as is appropriate to reflect the relative fault of the Firm, on the one hand, and such Indemnified Event, alternatively.

10.3. Conduct of Indemnification Proceedings. Any Indemnified Event entitled to indemnification or contribution hereunder shall (i) give speedy written uncover to the indemnifying event of any declare with respect to which it seeks indemnification or contribution and (ii) enable such indemnifying event to contemplate the safety of such declare with counsel pretty satisfactory to the indemnified event; provided that any particular explicit particular person entitled to indemnification or contribution hereunder shall have the precise to profit from separate counsel and to participate contained in the safety of such declare, nonetheless the fees and funds of such counsel shall be on the expense of such particular explicit particular person till (a) the indemnifying event

25

has agreed in writing to pay such costs or funds, (b) the indemnifying event shall have didn’t assume the safety of such declare and make use of counsel pretty satisfactory to such particular explicit particular person or (c) inside a budget judgment of any such particular explicit particular person, based upon written advice of its counsel, a battle of curiosity exists between such particular explicit particular person and the indemnifying event with respect to such claims (by which case, if the actual particular person notifies the indemnifying event in writing that such particular explicit particular person elects to profit from separate counsel on the expense of the indemnifying event, the indemnifying event shall not have the precise to contemplate the safety of such declare on behalf of such particular explicit particular person); and provided, extra, that the failure of any indemnified event to offer written uncover as provided herein shall not relieve the indemnifying event of its obligations hereunder, apart from to the extent that such failure to offer uncover shall materially adversely impression the indemnifying event contained in the safety of any such declare or litigation. It is understood that the indemnifying event shall not, in reference to any persevering with inside the identical jurisdiction, be answerable for costs or funds of quite a lot of separate agency of attorneys at any time for all such indemnified occasions. No indemnifying event will, apart from with the consent of the Indemnified Event, consent to entry of any judgment or enter into any settlement till such judgment or settlement (i) consists of as an unconditional time interval thereof the giving by the claimant or plaintiff to such indemnified event of a launch from all obligation in respect of such declare or litigation, (ii) does not require any admission of wrongdoing by any Indemnified Event, and (iii) does not obligate or require any Indemnified Event to take, or refrain from taking, any movement. No indemnified event will, apart from with the consent of the indemnifying event, consent to entry of any judgment or enter into any settlement.

11. Miscellaneous.

11.1. Successors and Assigns. This Settlement is not going to be assigned by a celebration hereto with out the prior written consent of the Firm or the Investor, as related, provided, nonetheless, that the Investor could assign its rights and delegate its duties hereunder in full or partially to an Affiliate or to a third event searching for some or all of its equity in a transaction complying with related securities licensed options with out the prior written consent of the Firm, provided such assignee agrees in writing to make sure by the provisions hereof that apply to the Investor. The provisions of this Settlement shall inure to the advantage of and be binding upon the respective permitted successors and assigns of the occasions. With out limiting the generality of the foregoing, contained within the event that the Firm is a celebration to a merger, consolidation, share commerce or associated enterprise combination transaction by which the ADSs are reworked into the equity securities of 1 utterly completely different Particular particular explicit particular person, from and after the setting nice time of such transaction, such Particular particular explicit particular person shall, by advantage of such transaction, be deemed to have assumed the obligations of the Firm hereunder, the time interval “Firm” shall be deemed to confirm with such Particular particular explicit particular person and the time interval “ADSs” shall be deemed to confirm with the securities acquired by the Investor in reference to such transaction. Nothing on this Settlement, categorical or implied, is supposed to confer upon any event other than the occasions hereto or their respective permitted successors and assigns any rights, remedies, obligations, or liabilities under or by motive of this Settlement, apart from as expressly provided on this Settlement.

26

11.2. Counterparts. This Settlement is also executed in numerous counterparts, each of which shall be deemed an distinctive, nonetheless all of which collectively shall characterize one and the identical instrument. Counterparts is also delivered by facsimile, e-mail correspondence (along with pdf or any digital signatures complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or utterly utterly completely different transmission methodology and any counterpart so delivered shall be deemed to have been duly and validly delivered and be official and setting nice for all capabilities.

11.3. Titles and Subtitles. The titles and subtitles used on this Settlement are used for consolation solely and are to not be thought-about in construing or deciphering this Settlement.

11.4. Notices. Till in every completely different case provided, any uncover required or permitted under this Settlement shall be given in writing and shall be deemed successfully given as hereinafter described (i) if given by non-public current, then such uncover shall be deemed given upon such current, (ii) when despatched, if despatched by e-mail correspondence or facsimile all by the use of frequent enterprise hours of the recipient, and if not despatched all by the use of frequent enterprise hours, then on the next Enterprise Day, (iii) if given by mail, then such uncover shall be deemed given upon the earlier of (A) receipt of such uncover by the recipient or (B) three days after such uncover is deposited in prime quality mail, postage pay as you go, and (iv) if given by an internationally acknowledged in a single day air courier, then such uncover shall be deemed given one Enterprise Day after current to such service. All notices shall be addressed to the event to be notified on the sort out as follows, or at such utterly utterly completely different form out as such event could designate by ten (10) days’ advance written uncover to the selection event:

If to the Firm:

Autolus Therapeutics plc

The MediaWorks

191 Wood Lane

London W12 7FP United Kingdom

Consideration: Alex Driggs

E-mail: a.driggs@autolus.com

With a replica (which shall not characterize uncover) to:

Cooley LLP

Reston Metropolis Coronary coronary coronary heart

11951 Freedom Drive

14th Floor

Reston, Virginia 20190-5640

Consideration: Christian Plaza

E-mail: cplaza@cooley.com

and

27

Cooley (UK) LLP

22 Bishopsgate

London EC2N 4BQ United Kingdom

Consideration: Claire Keast-Butler

E-mail: ckeastbutler@cooley.com

If to the Investor:

BXLS V – Autobahn L.P.

101 Principal Avenue, Suite 1210

Cambridge, MA 02142

U.S.A.

Attn: Robert Liptak, Senior Managing Director

E-mail: Robert.liptak@blackstone.com

With a replica (which shall not characterize uncover) to:

Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

Consideration: Richard A. Hoffman

E-mail: rhoffman@goodwinlaw.com.

11.5. Funds. The occasions hereto shall pay their very non-public costs and funds in connection herewith irrespective of whether or not or not or not or not the transactions contemplated hereby are consummated; it being understood that each of the Firm and the Investor has relied on the advice of its private respective counsel.

11.6. Amendments and Waivers. Any time interval of this Settlement is also amended and the observance of any time interval of this Settlement is also waived (each often or in a particular event and each retroactively or prospectively), solely with the written consent of the Firm and the Investor.

11.7. Publicity. Together with as set forth beneath, no public launch or announcement concerning the transactions contemplated hereby shall be issued by each event hereto with out the prior consent of the selection event (which consent shall not be unreasonably withheld), apart from as such launch or announcement is also required by regulation or the related options or suggestions of any securities commerce or securities market, by which case the Investor shall allow the Firm, to the extent pretty practicable contained within the circumstances, low cost time to the contact upon such launch or announcement prematurely of such issuance. The Firm shall not embrace the arrange of the Investor in any press launch or public announcement (which, for the avoidance of doubt, shall not embrace any submitting with the SEC) with out the prior written consent of the Investor, apart from as in every completely different case required by regulation or the related options or suggestions of any securities commerce or securities market, by which case the Firm shall allow the Investor, to the extent pretty practicable contained within the circumstances, low cost time to the contact upon such launch or announcement prematurely of such issuance. By 8:30 a.m. (New York Metropolis time) on the

28

Enterprise Day immediately following the date this Settlement is executed, the Firm shall topic a press launch disclosing all offers phrases of transactions contemplated by this Settlement (the “Press Launch“). No later than 5:30 p.m. (New York Metropolis time) on the fourth Enterprise Day following the date this Settlement is executed, the Firm will file a Report on Form 6-Okay (the “6-Okay Submitting“) attaching the press launch described contained within the foregoing sentence along with copies of the Transaction Paperwork. Any time after the expiration or termination of this Settlement, the Firm hereby agrees that promptly (and, in any event, not later than sixty (60) days) upon a budget request of the Investor, the Firm shall topic a public press launch or file with the SEC the appropriate disclosure containing any offers non-public confidential info, if any, that has been disclosed to the Investor. Nonetheless the foregoing, the Firm shall not be obligated to topic any public press launch or file with the SEC any submitting or disclosure if (i) the Firm’s board of directors determines that doing so would not be inside the nice curiosity of the Firm and its shareholders or (ii) the material non-public confidential info disclosed, straight or in a roundabout means, to the Investor was in relation to the Investor’s board appointment proper. The Firm will allow the Investor, to the extent pretty practicable, low cost time to the contact upon the 6-Okay Submitting, or each utterly completely different submitting related to the Transaction Paperwork. Together with, the Firm will make such utterly utterly completely different filings and notices contained within the methodology and time required by the SEC or Nasdaq.

11.8. Severability. Any provision of this Settlement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability with out invalidating the remaining provisions hereof nonetheless shall be interpreted as if it have been written to have the flexibility to be enforceable to the utmost extent permitted by related regulation, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in each utterly completely different jurisdiction. To the extent permitted by related regulation, the occasions hereby waive any provision of regulation which renders any provision hereof prohibited or unenforceable within the least.

11.9. Full Settlement. This Settlement, along with the signature pages, and reveals, characterize your full settlement among the many many many many occasions hereof with respect to the topic provides hereof and thereof and supersede all prior agreements and understandings, every oral and written, between the occasions with respect to the topic provides hereof and thereof.

11.10. No Third Event Beneficiaries. This Settlement is supposed for the advantage of the occasions hereto and their respective permitted successors and assigns and is not for the advantage of, nor could any provision hereof be enforced by, each utterly completely different particular explicit particular person.

11.11. Extra Assurances. The occasions shall execute and ship all such extra gadgets and paperwork and take all such utterly utterly completely different actions as could pretty be required to carry out the transactions contemplated hereby and to proof the achievement of the agreements herein contained.

29

11.12. Governing Authorized pointers. This Settlement shall be dominated by, and construed in accordance with, the licensed options of the State of New York. Each of the occasions hereto irrevocably submits to the distinctive jurisdiction of the courts of the State of New York located in New York County and america District Courtroom for the Southern District of New York for the intention of any go correctly with, movement, persevering with or judgment referring to or arising out of this Settlement and the transactions contemplated hereby. Service in the end of in reference to any such go correctly with, movement or persevering with is also served each time hereto anyplace on the planet by the identical methods as are specified for the giving of notices under this Settlement. Each of the occasions hereto irrevocably consents to the jurisdiction of any such courtroom in any such go correctly with, movement or persevering with and to the laying of venue in such courtroom. Each event hereto irrevocably waives any objection to the laying of venue of any such go correctly with, movement or persevering with launched in such courts and irrevocably waives any declare that any such go correctly with, movement or persevering with launched in any such courtroom has been launched in an inconvenient dialogue board. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

[Remainder of page intentionally left blank]

30

IN WITNESS WHEREOF, the occasions have executed this Settlement or led to their duly licensed officers to execute this Settlement as of the date first above written.

COMPANY:

AUTOLUS THERAPEUTICS PLC

By:

Arrange: Christian Itin

Title: Chief Govt Officer

INVESTOR:

BXLS V – AUTOBAHN L.P.

By:

Arrange:

Title:

Contact Knowledge:

Form out: 101 Principal Avenue, Suite 1210

Cambridge, MA 02142

U.S.A.

Fax: NONE

E-mail: Robert.liptak@blackstone.com

EXHIBIT A

REGISTRATION RIGHTS AGREEMENT

[Circulated Separately]

2

EXHIBIT B

INVESTOR QUESTIONNAIRE

(ALL INFORMATION WILL BE TREATED CONFIDENTIALLY)

To: Autolus Therapeutics plc

This Investor Questionnaire (the “Questionnaire“) ought to be completed by each potential investor in reference to the provision and sale of American Depositary Shares (“ADSs“), each representing one atypical shares of nominal price $0.000042 each (“Uncommon Shares“) contained within the capital of Autolus Therapeutics plc, a company built-in under the licensed options of England and Wales (the “Firm“). The ADSs are being supplied and provided by the Firm with out registration under the Securities Act of 1933, as amended (the “Act“), and the securities licensed options of certain states, in reliance on Regulation D promulgated thereunder and in reliance on associated exemptions under related state licensed options. The Firm ought to resolve {{{{that a}}}} potential investor meets certain suitability requirements earlier than offering or selling ADSs to such investor. The intention of this Questionnaire is to ensure the Firm that each investor will meet the related suitability requirements. The data supplied by you may be utilized in determining whether or not or not or not or not you meet such requirements, and reliance upon the personal offering exemptions from registration depends upon partially on the info herein supplied.

This Questionnaire does not characterize a proposal to advertise or a solicitation of a proposal to buy any security. Your decisions shall be saved strictly confidential. However, by signing this Questionnaire, you may be authorizing the Firm to provide a completed copy of this Questionnaire to such occasions due to the Firm deems associated in an effort to ensure that the provision and sale of the ADSs shouldn’t be going to finish in a violation of the Act or the securities licensed options of any state and that you just simply merely in every completely different case fulfill the suitability necessities related to purchasers of the ADSs. Please reply all related questions and full, date and sign this Questionnaire. Please print or form your responses and restore additional sheets of paper if compulsory to complete your decisions to any merchandise.

PART A. BACKGROUND INFORMATION

Arrange of Helpful Proprietor of the ADSs: ________________________________________________________________________

Enterprise Form out: __________________________________________________________________________________________

(Amount and Avenue)

____________________________________________________________________________________________________________

(Metropolis) (State) (Zip Code)

Cellphone Amount: (___) ____________________________________________________________________________________

If an organization, partnership, restricted obligation firm, notion or utterly utterly completely different entity:

Sort of entity: _____________________________________________________________________________________________

State of formation:______________________

Approximate Date of formation: ____________________

3

Had been you original for the intention of investing contained within the securities being supplied?

Positive ____ No ____

If an individual:

Residence Form out: _________________________________________________________________________________________

(Amount and Avenue)

___________________________________________________________________________________________________________

(Metropolis) (State) (Zip Code)

Cellphone Amount: (___) ____________________________________________________________________________________

Age: __________ Citizenship: ____________ The place registered to vote: _______________

Set forth inside the home provided beneath the state(s), if any, in america by which you maintained your residence all by the use of the earlier two years and the dates all by the use of which you resided in each state:

Are you a director or authorities officer of the Firm?

Positive ____ No ____

Social Security or Taxpayer Identification No. _____________________________________________________________________

PART B. ACCREDITED INVESTOR QUESTIONNAIRE

To ensure that the Firm to provide and promote the ADSs in conformance with state and federal securities licensed options, the subsequent info ought to be obtained regarding your investor standing. Please preliminary each classrelated to you as a purchaser of ADSs of the Firm.

__(1)

A monetary establishment as outlined in Half 3(a)(2) of the Securities Act, or any monetary financial monetary financial savings and mortgage affiliation or utterly utterly completely different institution as outlined in Half 3(a)(5)(A) of the Securities Act whether or not or not or not or not performing in its explicit particular explicit particular person or fiduciary efficiency;

__(2)

A vendor or vendor registered pursuant to Half 15 of the Securities Change Act of 1934;

__(3)

An insurance coverage protection safety security firm as outlined in Half 2(13) of the Act;

4

__(4)

An funding firm registered under the Funding Firm Act of 1940 or a enterprise progress firm as outlined in Half 2(a)(48) of that Act;

__(5)

A Small Enterprise Funding Firm licensed by the U.S. Small Enterprise Administration under Half 301(c) or (d) of the Small Enterprise Funding Act of 1958;

__(6)

A plan established and maintained by a state, its political subdivisions, or any company or instrumentality of a state or its political subdivisions, for the advantage of its employees, if such plan has full property in additional of $5,000,000;

__(7)

An employee revenue plan all by the use of the which suggests of the Employee Retirement Earnings Security Act of 1974, if the funding selection is made by a plan fiduciary, as outlined in Half 3(21) of such act, which is each a monetary establishment, monetary financial monetary financial savings and mortgage affiliation, insurance coverage protection safety security firm, or registered funding adviser, or if the employee revenue plan has full property in additional of $5,000,000 or, if a self-directed plan, with funding picks made solely by people which is likely to be accredited retailers;

__(8)

A private enterprise progress firm as outlined in Half 202(a)(22) of the Funding Advisers Act of 1940;

__(9)

An organization described in Half 501(c)(3) of the Inside Earnings Code, an organization, Massachusetts or associated enterprise notion, or partnership, not original for the exact perform of shopping for the ADSs, with full property in additional of $5,000,000;

__(10)

A notion, with full property in additional of $5,000,000, not original for the exact perform of shopping for the ADSs, whose purchase is directed by a cultured one who has such information and experience in financial and enterprise elements that such particular explicit particular person is ready to evaluating the deserves and risks of investing contained within the Firm;

__(11)

A pure particular explicit particular person whose explicit particular explicit particular person web price, or joint web price with that particular person explicit particular person’s accomplice, on the time of his purchase exceeds $1,000,000;

__(12)

A pure one who had an individual earnings in additional of $200,000 in each of the two most recent years, or joint earnings with that particular person explicit particular person’s accomplice in additional of $300,000, in each of those years, and has an inexpensive expectation of reaching the identical earnings diploma inside the current 12 months;

__(13)

An authorities officer or director of the Firm;

5

__(14)

An entity by which all the equity owners qualify under any of the above subparagraphs. If the undersigned belongs to this investor class solely, doc the equity owners of the undersigned, and the investor class which each such equity proprietor satisfies.

A.

FOR EXECUTION BY AN INDIVIDUAL:

B.

FOR EXECUTION BY AN ENTITY:

Entity Arrange:

By

Date

Print Arrange:

Title:

C.

ADDITIONAL SIGNATURES (if required by partnership, company or notion doc):

Entity Arrange:

By

Date

Print Arrange:

Title:

Entity Arrange:

By

Date

Print Arrange:

Title:

6

Disclaimer

Autolus Therapeutics plc printed this content material materials supplies provides on 08 November 2021 and is solely answerable for the info contained therein. Distributed by Public, unedited and unaltered, on 08 November 2021 22:31:03 UTC.

Publicnow 2021

All particulars about AUTOLUS THERAPEUTICS PLC

Analyst Strategies on AUTOLUS THERAPEUTICS PLC

Product product sales 2021 2,37 M

Web earnings 2021 -134 M

Web cash 2021 234 M

P/E ratio 2021 -3,67x
Yield 2021
Capitalization 508 M
508 M
EV / Product product sales 2021 116x
EV / Product product sales 2022 310x
Nbr of Workers 380
Free-Float 6,05%

Chart AUTOLUS THERAPEUTICS PLC



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Autolus Therapeutics plc Technical Analysis Chart | MarketScreener

Technical analysis traits AUTOLUS THERAPEUTICS PLC

Fast Time interval Mid-Time interval Prolonged Time interval
Developments Bullish Neutral Neutral



Earnings Assertion Evolution

Promote

Buy

Advocate consensus BUY
Number of Analysts 10
Closing Shut Worth
6,97 $
Widespread aim value
12,69 $
Unfold / Widespread Operate 82,0%


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