SECURITIES PURCHASE AGREEMENT – Kind 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 quantity 11185179), a public restricted company built-in in England and Wales whose registered workplace is at The MediaWorks, 191 Wooden Lane, London W12 7FP, United Kingdom (the “Company“), and BXLS V – AUTOBAHN L.P. (“Blackstone” or the “Investor“).

RECITALS

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

B. In partial consideration of Blackstone’s settlement to supply financing pursuant to the Collaboration Settlement, the Company has agreed to subject and promote to Blackstone sure American Depositary Shares (“ADSs“), every representing one atypical share, with a nominal worth of $0.000042 per share, of the Company (the “Unusual Shares“) in accordance with the phrases and circumstances of this Settlement;

C. The Company 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 Cost (“SEC“) below the 1933 Act;

D. The Investor desires to buy from the Company, and the Company desires to promote and subject to the Investor, upon the phrases and topic to the circumstances acknowledged on this Settlement, an mixture of 17,985,611 ADSs (the “Private Placement ADSs“);

E. The Private Placement ADSs usually shouldn’t registered and shall be issued as restricted securities pursuant to that sure deposit settlement, dated as of June 26, 2018 (the “Deposit Settlement“), by and among the many many many Company, Citibank, N.A. as depositary (the “Depositary“), and all Holders and Useful House owners of ADSs issued thereunder, as supplemented by that sure letter settlement, dated on or concerning the date hereof, by and between the Company and the Depositary;

F. The Company shall, following subscription by the Investor of the Private Placement ADSs, deposit, on behalf of the Investor, the Unusual Shares underlying the Private Placement ADSs (the “Private Placement Shares“) with Citibank, N.A. (London), as custodian for the Depositary (the “Custodian“), which shall subject and ship the Private Placement ADSs to the Investor; and

G. Contemporaneously with the sale of the Private Placement ADSs, the events hereto will execute and ship a Registration Rights Settlement, considerably inside the variability hooked up hereto as Exhibit A (the “Registration Rights Settlement“), pursuant to which the Company will agree to supply sure registration rights in respect of the Private Placement Shares below the 1933 Act.

References on this Settlement to (1) the Company issuing and promoting Private Placement ADSs to the Investor, and related or analogous expressions, shall be understood to incorporate references to the Company allotting and issuing the mannequin new Unusual Shares underlying these Private Placement ADSs to the Custodian and procuring the difficulty of ADSs representing such Unusual Shares by the Depositary or its nominee to the Investor; and (2) the acquisition of, or worth for, any Private Placement ADSs, and related or analogous expressions, shall be understood to verify with the subscription for the Unusual Shares underlying these ADSs, together with deposit of the Unusual Shares for ADSs representing such Unusual Shares, and the worth of the subscription moneys in respect of such Unusual Shares.

In consideration of the mutual ensures made herein and for numerous good and invaluable consideration, the receipt and sufficiency of which might be hereby acknowledged, the events hereto agree as follows:

1. Definitions. For the desires of this Settlement, along with the phrases outlined above, the next 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 concepts and tips promulgated thereunder.

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

ADRs” means American Depositary Receipts.

Affiliate” means, with respect to any Specific specific particular person, every completely different Specific specific particular person which straight or in a roundabout means by quite a lot of intermediaries Controls, is managed by, or is below frequent Administration with such Specific specific particular person; offered, that, for the desires of this Settlement, neither the Investor nor any of its Associates shall be deemed to be an Affiliate of the Company or any of its subsidiaries.

Enterprise Day” means a day, apart from a Saturday or Sunday, on which banks in New York Metropolis and London are open for the final word 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 Income Code of 1986, as amended.

Company’s Data” means the precise or constructive data of any director or authorities officer (as outlined in Rule 405 below the 1933 Act) of the Company.

Corporations Act” means the UK Corporations Act 2006.

Administration” (together with the phrases “controlling,” “managed by” or “below frequent administration with”) means the possession, direct or oblique, of the ability to direct or set off the path of the administration and insurance coverage protection insurance coverage insurance policies of a Specific specific particular person, whether or not or not or not by the possession of voting securities, by contract or in each 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 Monetary Companies and Markets Act 2000.

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

Governmental Authority” means any federal, state, native or overseas authorities or political subdivision thereof, or any agency or instrumentality of such authorities or political subdivision, or any self-regulated group or completely completely different non-governmental regulatory authority or quasi-governmental authority (to the extent that the concepts, tips 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 considerably inside the variability hooked up hereto as Exhibit B.

Provides Adversarial Impression” means any provides antagonistic change or affect, or any growth involving a potential provides antagonistic change or affect, in or affecting (i) the properties, property, liabilities, operations, outcomes of operations, prospects, state of affairs (monetary or in each different case) or enterprise of the Company and its subsidiaries taken as a whole, (ii) the legality or enforceability of the Transaction Paperwork or (iii) the power of the Company to carry out its obligations below the Transaction Paperwork.

Provides Contract” means any contract, instrument or completely completely different settlement to which the Company is a celebration or by which it’s sure 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 Choose Market.

Unusual Share Equivalents” means any securities of the Company which may entitle the holder thereof to amass at any time Unusual Shares, together with these represented by ADSs, or, with out limitation, any debt, most popular shares, rights, choices, warrants or completely completely different instrument which might be at any time convertible into or exchangeable for, or in each different case entitles the holder thereof to accumulate, Unusual Shares.

Specific specific particular person” means a person, agency, partnership, restricted obligation company, notion, enterprise notion, affiliation, joint inventory company, three method partnership, sole proprietorship, unincorporated group, governmental authority or every completely different type 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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Quick Product gross sales” means all “non permanent product gross sales” as outlined in Rule 200 of Regulation SHO below the 1934 Act (nonetheless shall not be deemed to incorporate the place and/or reservation of borrowable Unusual Shares or ADSs).

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

Looking for and selling Market” means the Nasdaq World Choose Market, the Nasdaq World Market, the Nasdaq Capital Market or the OTC Bulletin Board on which the ADSs are listed or quoted for buying and selling on the date in query.

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

UK MAR” means the Market Abuse Regulation (EU) No. 596/2014 because of it varieties a part of residence regulation inside the UK by good thing about the European Union (Withdrawal) Act.

UK Prospectus Regulation” means the Prospectus Regulation because of it varieties a part of residence regulation inside the UK by good thing about the European Union (Withdrawal) Act 2018.

2. Buy and Sale of the Private Placement ADSs. Topic to the phrases and circumstances of this Settlement, on the Closing, the Company shall subject and promote, and the Investor shall buy from the Company, 17,985,611 Private Placement ADSs, for an mixture buy price of $100,000,000 (the “Combination Buy Value“).

3. Closing.

3.1. Upon the satisfaction of the circumstances set forth in Sections 6.1 and 6.2 (apart from these circumstances that by their nature shall be glad on the Closing, nonetheless topic to the satisfaction (or waiver as offered herein) of such circumstances), the completion of the acquisition and sale of the Private Placement ADSs (the “Closing“) shall happen remotely by commerce of paperwork and signatures at a time (the “Closing Date“) to be agreed to by the Company and the Investor nonetheless (i) in no occasion forward of the second Enterprise Day after the date hereof and (ii) in no occasion later than the fifth Enterprise Day after the date hereof, or at such completely completely different time, date and placement because of the Company and the Investor may mutually agree in writing.

3.2. On the Closing, the Investor shall ship or set off to be delivered to the Company the Combination Buy Value in money, U.S. {{{dollars}}}, by wire change of instantly obtainable funds pursuant to the wire directions delivered to the Investor by the Company not lower than two (2) Enterprise Days before the Closing Date.

3.3. On the Closing, the Company shall ship the Private Placement Shares to the Custodian and shall ship or set off to be delivered the Private Placement ADSs to the Investor (or its nominee in accordance with its present directions). The Private Placement ADSs shall be delivered by a book-entry report by the Depositary. Until the Company and the Investor in each different case mutually agree with respect to the Private Placement ADSs, at Closing, settlement shall happen on a “free present” foundation.

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4. Representations and Warranties of the Company. The Company hereby represents and warrants to the Investor that, other than as described contained in the Company’s SEC Filings filed since January 1, 2021 and former to the date hereof (apart from disclosures contained in the “Hazard Elements” or “Ahead-Attempting 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 Company and every of its subsidiaries has been duly built-in or organized (as associated) and is validly present and in good standing below the licensed suggestions of the jurisdiction of its incorporation or formation, as associated (or the jurisdictional equal, if any). The Company and every of its subsidiaries has been duly licensed as a overseas agency to do enterprise in every jurisdiction by which its possession or lease of property or the conduct of its corporations requires such qualification, and has the requisite energy and authority necessary to private or protect its properties and to conduct the companies as described contained in the SEC Filings other than the place the failure to be so licensed or in good standing or have such energy or authority wouldn’t, individually or inside the mixture, fairly be anticipated to have a Provides Adversarial Impression. For capabilities of readability, the Company hereby clarifies that Autolus Inc. will not be a “necessary subsidiary” (as outlined in Rule 405 below the 1933 Act).

4.2. Authorization. The Company has the requisite agency energy and authority and has taken all requisite agency motion obligatory for (i) the authorization, execution and supply of the Transaction Paperwork, (ii) the authorization of the effectivity of all obligations of the Company hereunder or thereunder, (iii) the authorization, issuance (or reservation for issuance) and supply of the Private Placement ADSs and (iv) the allotment and subject of the Private Placement Shares. The Transaction Paperwork have been duly executed and delivered by the Company and characterize the accepted, official and binding obligations of the Company, enforceable within the course of the Company in accordance with their phrases, topic to chapter, insolvency, fraudulent change, reorganization, moratorium and related licensed suggestions of elementary applicability, referring to or affecting collectors’ rights usually and to elementary equitable tips.

4.3. Capitalization. The issued and great share capital of the Company as set forth in its most up-to-date SEC Submitting was proper in all provides respects as of the date indicated therein in such SEC Submitting. All the issued share capital of the Company has been duly and validly licensed and issued and is totally paid and certainly not topic to any title for the worth of additional capital and conforms to the outline of the Unusual Shares contained contained in the Company’s most up-to-date SEC Submitting.

4.4. Skilled Issuance. The Private Placement ADSs have been duly licensed and, when issued and delivered within the course of worth therefor pursuant to this Settlement, shall be validly issued, utterly paid, and certainly not topic to any title for the worth of additional capital and shall be freed from any liens, encumbrances, preemptive rights, rights of first refusal or completely completely different related rights to subscribe for or buy the Private Placement ADSs, apart from restrictions on change imposed by associated securities licensed suggestions or set forth contained in the Transaction Paperwork, and the Private Placement ADSs, will rank equally in all respects with the prevailing ADSs. The Private Placement Shares could also be freely deposited by the Company with the Depositary or its nominee within the course of issuance of the Private Placement ADSs

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evidencing such Unusual Shares, as contemplated by the Deposit Settlement. The Private Placement Shares to be issued underlying the Private Placement ADSs have been duly and validly licensed for allotment, issuance and sale (together with pursuant to half 551 of the Corporations Act), and, when allotted and issued and delivered by the Company within the course of worth therefor pursuant to this Settlement, shall be validly allotted and issued and utterly paid, and won’t be topic to any title for additional worth of capital and shall be free and away from all pledges, liens, safety pursuits, prices, claims, encumbrances and restrictions (apart from these created by the Investor), apart from restrictions on change imposed by associated securities licensed suggestions or set forth contained in the Transaction Paperwork. The allotment, issuance and sale of the Private Placement Shares will not be topic to any pre-emption rights (save to the extent validly disapplied), rights of first refusal or completely completely different related rights to subscribe for or buy such shares (together with these offered by half 561(1) of the Corporations Act, in relation to which half the administrators of the Company have been validly empowered below half 570 of the Corporations Act to allot such shares as if half 561 didn’t apply). The Private Placement Shares will rank equally in all respects with the prevailing issued Unusual Shares.

4.5. Consents. The execution, present and effectivity by the Company of the Transaction Paperwork and the consummation of the transactions contemplated hereby, together with the supply, issuance and sale of the Private Placement ADSs and the difficulty of the Private Placement Shares require no uncover, consent or waiver of, motion by or in respect of, or submitting with, any Specific specific particular person, governmental physique, agency, or official apart from (a) filings made pursuant to associated securities licensed suggestions, (b) post-sale filings pursuant to associated state and federal securities licensed suggestions, (c) filings made to the Registrar of Corporations inside the UK with respect to the allotment and subject of the Private Placement Shares, and (d) submitting of the registration assertion required to be filed by the Registration Rights Settlement, every of which the Company has filed or undertakes to file all by way of the associated time. All notices, consents, authorizations, orders, filings and registrations which the Company is required to ship or buy earlier to the Closing pursuant to the sooner sentence have been obtained or made or shall be delivered or obtained or effected, and shall hold in full drive and affect, on or earlier to the Closing.

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

(i) any change contained in the consolidated property, liabilities, monetary state of affairs, enterprise, or working outcomes of the Company from that mirrored contained in the monetary statements included contained in the Company’s interim report for the 9 months ended September 30, 2021 filed with the SEC on November 3, 2021, apart from adjustments contained in the atypical course of enterprise which haven’t had, and couldn’t fairly be anticipated to have, a Provides Adversarial Impression, individually or inside the mixture;

(ii) any satisfaction or discharge of any lien, declare or encumbrance or worth of any obligation by the Company, other than contained in the atypical course of enterprise and which isn’t provides to the property, properties, monetary state of affairs, working outcomes or enterprise of the Company (as such enterprise is presently carried out);

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(iii) any provides change to any Provides Contract or affiliation by which the Company is sure or to which any of its property or properties is topic;

(iv) any provides transaction entered into by the Company apart from contained in the atypical course of enterprise;

(v) any declaration or worth of a dividend or distribution of money or completely completely different property by the Company or any of its subsidiaries to any of its shareholders or equityholders or bought, redeemed or made any agreements to buy or redeem any shares contained in the capital of the Company;

(vi) any change or alteration contained in the methodology of accounting or the easiest way by which the Company or any of its subsidiaries retains its accounting books and data that has materially affected, or in all fairness additional susceptible to materially impression, the Company’s inner administration over monetary reporting; and

(vii) every completely different occasion or state of affairs of any character that has had or may fairly be anticipated to have a Provides Adversarial Impression.

4.7. SEC Filings. The Company has filed or furnished, as associated, all tales, schedules, varieties, statements and completely completely different paperwork (together with exhibits and all completely completely different information built-in by reference therein) required to be filed or furnished by the Company below the 1933 Act and the 1934 Act, together 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 provides respects with the necessities of the 1933 Act or the 1934 Act, as associated, and the concepts and tips of the SEC thereunder. There are not any great or unresolved ideas in remark letters acquired from the SEC workers with respect to the SEC Filings. Not considered one of many SEC Filings is the topic of an ongoing SEC overview.

4.8. No Battle, Breach, Violation or Default. The execution, present and effectivity of the Transaction Paperwork by the Company and the issuance and sale of the Private Placement ADSs and the issuance of the Private Placement Shares, in every case in accordance with the provisions thereof, should not be going to, other than (solely contained in the case of clauses (i)(b) and (ii)) for such violations, conflicts or defaults as couldn’t fairly be anticipated, individually or inside the mixture, to have a Provides Adversarial Impression, (i) battle with or end in a breach or violation of (a) any of the phrases and provisions of, or characterize a default below, the Company’s Articles of Affiliation, as in affect on the date hereof (an precise and full copy of which has been made obtainable to the Investor by the Digital Data Gathering, Evaluation, and Retrieval system (the “EDGAR System“)), or (b) assuming the accuracy of the representations and warranties of the Investor in Half 5, any associated statute, rule, regulation or order of any governmental agency or physique or inventory

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commerce or any courtroom, residence or overseas, having jurisdiction over the Company or its subsidiaries, or any of their property or properties, or (ii) battle with, or characterize a default (or an occasion that with uncover or lapse of time or each would flip right into a default) below, consequence contained in the creation of any lien, encumbrance or completely completely different antagonistic declare upon any of the properties or property of the Company or its subsidiaries or give to others any rights of termination, modification, acceleration or cancellation (with or with out uncover, lapse of time or each) of, any Provides Contract.

4.9. The Company will not be (i) in violation of its articles of affiliation or completely completely different associated constitutional doc, (ii) in violation of any statute or any judgment, order, rule or regulation of any courtroom or governmental agency or physique having jurisdiction over the Company or any of its properties, or (iii) in default contained in 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 completely completely different settlement or instrument to which it’s a occasion or by which it or any of its properties could also be sure, other than, contained in the case of the foregoing clauses (ii) and (iii), for such violations or defaults as wouldn’t, individually or inside the mixture, fairly be anticipated to have a Provides Adversarial Impression.

4.10. Tax Factors. The Company 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 precisely requested and obtained extensions thereof; and (ii) should have no tax deficiency that has been, or may fairly be anticipated to be, decided adversely to the Company or its subsidiaries, other than as in every of the circumstances described in clauses (i) and (ii) above (A) are being contested in good religion and for which reserves in accordance with GAAP or completely completely different associated accounting principals have been made or (B) wouldn’t, singly or inside the mixture, end in a Provides Adversarial Impression.

4.11. Authorized Proceedings. There are not any accepted or governmental proceedings pending to which the Company or any of its subsidiaries is a celebration, which if decided adversely to the Company or any of its subsidiaries, as associated, would individually or inside the mixture, fairly be anticipated to have a Provides Adversarial Impression; and, to the Company’s Data, no such proceedings are threatened or contemplated by any Governmental Authority or others. Along with as disclosed contained in the SEC Filings, there are not any great governmental orders and no unhappy judgments, penalties or awards within the course of or affecting the Company, its subsidiaries or any of its properties or property.

4.12. Monetary Statements.

(a) The monetary statements included in every SEC Submitting comply in all provides respects with associated accounting necessities and the concepts and tips of the SEC with respect thereto as in affect on the time of submitting (or to the extent corrected by a subsequent restatement) and current pretty, in all provides respects, the consolidated monetary place of the Company as of the dates confirmed and its consolidated outcomes of operations and money flows for the durations confirmed, topic contained in the case of unaudited monetary statements to frequent, immaterial year-end audit modifications, and such condensed consolidated monetary statements have been ready in conformity with U.S. usually

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accepted accounting tips (“GAAP“) (other than as could also be disclosed therein or contained in the notes thereto, and other than that the unaudited condensed consolidated monetary statements will not comprise all footnotes required by GAAP). Along with as set forth contained in the condensed consolidated monetary statements of the Company included contained in the SEC Filings filed earlier to the date hereof, the Company has not incurred any liabilities, contingent or in each different case, other than these incurred contained in the atypical course of enterprise, mounted (as to quantity and nature) with earlier practices on condition that date of such monetary statements, none of which, individually or inside the mixture, have had or would fairly be anticipated to have a Provides Adversarial Impression.

(b) The Company maintains a system of inner administration over monetary reporting (as such time interval is printed in Rule 13a-15(f) below the 1934 Act), that (i) complies with associated necessities of the 1934 Act, (ii) has been designed by the Company’s principal authorities officer and principal monetary officer, or below their supervision, to supply cheap assurance regarding the reliability of monetary reporting and the preparation of monetary statements for exterior capabilities in accordance with GAAP and (iii) is ample to supply cheap assurance that (A) transactions are executed in accordance with administration’s elementary or particular authorization, (B) transactions are recorded as obligatory to allow preparation of monetary statements in conformity with GAAP and to take care of up accountability for property, (C) entry to property is permitted solely in accordance with administration’s elementary or particular authorization and (D) the recorded accountability for property is in distinction with the prevailing property at cheap intervals and related motion is taken with respect to any distinction.

4.13. Compliance with Change Listings. To the Company’s Data, the Company is in compliance with all associated itemizing necessities of The Nasdaq Inventory Market LLC (“Nasdaq”) associated to the Company. There are not any proceedings pending or, to the Company’s Data, threatened within the course of the Company referring to the continued itemizing of the ADSs on Nasdaq and the Company has not acquired any uncover of the delisting of the ADSs from Nasdaq.

4.14. Worker Factors. No provides labor dispute with the staff of the Company or any of its subsidiaries, or with the staff of any principal provider, producer, purchaser or contractor of the Company, exists or, to the info of the Company, is threatened or imminent.

4.15. Environmental Factors. Along with as described contained in the SEC Filings or as wouldn’t, singly or inside the mixture, end in a Provides Adversarial Impression, (A) neither the Company nor any of its subsidiaries is in violation of any statute, regulation, rule, regulation, ordinance, code, safety or rule of frequent regulation or any judicial or administrative interpretation thereof, together with any judicial or administrative order, consent, decree or judgment, referring to air air air pollution or safety of human properly being, the setting (together with, with out limitation, ambient air, flooring water, groundwater, land flooring or subsurface strata) or wildlife, together with, with out limitation, licensed suggestions and tips referring to the discharge or threatened launch of chemical compounds, air air pollution, contaminants, wastes, poisonous substances, hazardous substances, petroleum or petroleum merchandise, asbestos-containing supplies or mould (collectively, “Hazardous Offers“) or to the manufacture, processing, distribution, use,

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remedy, storage, disposal, transport or dealing with of Hazardous Offers (collectively, “Environmental Approved suggestions“), (B) the Company and its subsidiaries have all permits required below any associated Environmental Approved suggestions and are every in compliance with their necessities, (C) there are 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 Legal guidelines within the course of the Company or any of its subsidiaries and (D) there are not any occasions or circumstances which can fairly be anticipated to selection the idea of an order for clean-up or remediation, or an motion, go properly with or persevering with by any non-public occasion or governmental authority, within the course of or affecting the Company or any of its subsidiaries referring to Hazardous Offers or any Environmental Approved suggestions.

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

4.17. No Directed Promoting Efforts or Common Solicitation. Neither the Company nor any Specific specific particular person appearing on its behalf has carried out any elementary solicitation or elementary promoting (as these phrases are utilized in Regulation D promulgated below the 1933 Act) in reference to the supply or sale of any of the Private Placement ADSs. The Company has provided the Bought ADSs within the market solely to the Investor.

4.18. No Constructed-in Providing. Assuming the accuracy of the representations and warranties of the Investor set forth in Half 5, neither the Company nor any of its Associates, its subsidiaries nor any Specific specific particular person appearing on their behalf has, straight or in a roundabout means, made any affords or product gross sales of any Company safety or solicited any affords to purchase any Company safety, below circumstances which can adversely impression reliance by the Company on Half 4(a)(2) and Regulation D for the exemption from registration for the transactions contemplated hereby or would require registration of the Private Placement ADSs or Private Placement Shares below the 1933 Act.

4.19. Private Placement. Assuming the accuracy of the representations and warranties of the Investor set forth in Half 5, the supply and sale of the Private Placement ADSs to the Investor as contemplated hereby is exempt from the registration necessities of the 1933 Act and won’t require the publication of a prospectus by the Company below FSMA and the UK Prospectus Regulation. The issuance and sale of the Private Placement ADSs doesn’t contravene the concepts and tips of Nasdaq.

4.20. Worldwide Corrupt Practices. Not considered one of many Company or any of its subsidiaries nor, to Company’s Data, any director, officer, agent, worker, affiliate or completely completely different specific particular person related to or appearing on behalf of the Company or any of its subsidiaries has (i) made, provided, promised or licensed any illegal contribution, reward, leisure or completely completely different illegal expense (or taken any act in furtherance thereof); (ii) made, provided, promised or licensed any direct or oblique illegal worth; 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 every completely different associated anti-bribery or anti-corruption regulation.

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4.21. Workplace of Worldwide Property Administration. Neither the Company nor any subsidiary nor, to the Company’s Data, any director, supervisor, officer, agent, worker or Affiliate of the Company or any of its subsidiaries is, or is performing below the path of, on behalf of or for the good thing about a Specific one that’s, or is owned or managed by a Specific one that’s, in the interim topic to any U.S. sanctions administered by the Workplace of Worldwide Property Administration of the U.S. Division of the Treasury (OFAC).

4.22. Cash Laundering. The operations of the Company and its subsidiaries are and have been carried out always in compliance with associated monetary record-keeping and reporting necessities to which they’re topic of the cash laundering statutes, and the concepts and tips thereunder and any associated or related suggestions, of all associated jurisdictions, and tips or pointers issued, administered or enforced by any governmental agency associated to the Company, together with, nonetheless not restricted to, (i) the Financial institution Secrecy Act of 1970, as amended by the USA PATRIOT ACT of 2001, and the concepts and tips promulgated thereunder, (ii) the UK Cash Laundering, Terrorist Financing and Change of Funds Pointers 2017 and (iii) the Worldwide money and Worldwide Transactions Reporting Act of 1970, as amended (collectively, the “Cash Laundering Approved suggestions“), and no motion, go properly with or persevering with by or before any courtroom or governmental agency, authority or physique or any arbitrator involving the Company or any of its subsidiaries with respect to the Cash Laundering Approved suggestions is pending or, to the Company’s Data, threatened.

4.23. Disclosure Controls. The Company has established and maintains disclosure controls and procedures (as outlined in Suggestions 13a-14 and 15d-15 below the 1934 Act) which might be designed to manage to the necessities of the 1934 Act; such disclosure controls and procedures have been designed to ensure that provides information referring to the Company and its subsidiaries is made acknowledged to the Company’s principal authorities officer and principal monetary officer by others inside these entities; and the Company 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 pleasant.

4.24. Sarbanes-Oxley. The Company is in compliance with all of the provisions of the Sarbanes-Oxley Act of 2002 which might be associated to it.

4.25. Funding Company. The Company will not be required to be registered as, and isn’t an Affiliate of, and instantly following the Closing should not be going to be required to register as, an “funding company” all by way of the which suggests of the Funding Company Act of 1940, as amended.

4.26. Manipulation of Value. The Company has not taken, and, to the Company’s Data, no Specific specific particular person appearing on its behalf has taken, straight or in a roundabout means, any motion designed to set off to or that has constituted or which may fairly be anticipated to set off or to consequence contained in the stabilization or manipulation of the value of the Private Placement ADSs.

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4.27. Acknowledgement Referring to Investor’s Buy of the ADSs. The Company acknowledges and agrees that the Investor is performing solely contained in the performance of an arm’s dimension purchaser with respect to the transactions contemplated contained in the Settlement, together with, nonetheless not restricted to, the issuance of the Private Placement ADSs and the issuance of the Private Placement Shares. The Company additional acknowledges that the Investor will not be performing as a monetary advisor or fiduciary to the Company (or in any related performance) with respect to the Settlement and any recommendation 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 buy of the Private Placement ADSs.

4.28. Reliance. The Company has a reasonable foundation for making every of the representations set forth on this Half 4. The Company acknowledges that the Investor is relying upon the accuracy and truthfulness of the foregoing representations made by the Company hereunder and hereby consents to such reliance.

4.29. No Preemptive Rights. The issuance of the Private Placement Shares will not be topic to any preemptive or related rights, apart from such rights which have been complied with or effectively disapplied or waived earlier to the date hereof.

4.30. Psychological Property.

(a) The Company and its subsidiaries non-public or have official, binding and enforceable licenses or completely completely different rights below the patents and patent features, copyrights, emblems, trademark registrations, service marks, service mark registrations, commerce names, service names and know-how (together with commerce secrets and techniques and strategies and techniques and completely completely different unpatented and/or unpatentable proprietary or confidential information, purposes or procedures) and all completely completely different know-how and psychological property rights obligatory for, or used contained in the conduct, or the proposed conduct, of the enterprise of the Company and its subsidiaries contained in the method contemplated by the Collaboration Settlement or described by the Company in its SEC Filings or completely completely different public disclosures (collectively, the “Company Psychological Property“), and the Company and its subsidiaries non-public or have official, binding and enforceable licenses or completely completely different rights to look at such Company Psychological Property; the psychological property owned by the Company or any of its subsidiaries is free and away from all provides liens and encumbrances; to the info of the Company, the patents, emblems and copyrights owned or licensed by the Company or any of its subsidiaries are official, enforceable and subsisting; the Company and its subsidiaries have complied with the phrases of every settlement pursuant to which psychological property has been licensed to the Company or any subsidiary, and all such agreements are in full drive and affect. Apart from as contemplated by the Collaboration Settlement or described by the Company in its SEC Filings or completely completely different public disclosures, (i) neither the Company nor any of its subsidiaries is obligated to pay a material royalty, grant a license or present completely completely different provides consideration to any third occasion in reference to the Company Psychological Property, (ii) no motion, go properly with, declare or completely completely different persevering with is pending, or, to the info of the Company, is threatened, alleging that the Company or any of its subsidiaries is infringing, misappropriating, diluting or in each different case violating any rights of others with respect to any of the Company’s or any of its subsidiaries’ product candidates, processes or psychological property, and the Company is

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unaware of any particulars which may selection a reasonable foundation for any such motion, go properly with, persevering with or declare, (iii) to the info of the Company, and as wouldn’t fairly be anticipated, singly or inside the mixture, to have a material antagonistic affect on the Company, no third occasion which isn’t the U.S. Patent and Trademark Workplace (“USPTO“) or any overseas governmental administrative agency performing contained in the atypical course of ex parte patent prosecution is hard in writing the validity, enforceability, possession or use of any of the patents or patent features owned by or licensed to the Company, and apart from ongoing atypical course, ex parte patent prosecution proceedings, to the Company’s data, there are not any accepted proceedings pending or threatened in writing referring to validity, enforceability, scope, registration, or possession of any of the patents or patent features owned by or licensed to the Company, (iv) to the info of the Company, neither the Company 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 Company’s or any of its subsidiaries’ product candidates, know-how, processes or Company Psychological Property, (v) to the info of the Company, the event, manufacture, sale, and any in the interim proposed use of any of the product candidates or processes of the Company or any of its subsidiaries referred to contained in the Collaboration Settlement or described by the Company in its SEC Filings or completely completely different public disclosures don’t in the interim, and won’t upon commercialization, to the info of the Company, infringe any right or official issued patent declare of any third occasion, (vi) no third occasion has any possession right in or to any Company Psychological Property that’s owned by the Company or any of its subsidiaries, and, to the info of the Company, no third occasion has any possession right in or to any Company Psychological Property licensed to the Company or any of its subsidiaries, apart from any licensor to the Company or such subsidiary of such Company Psychological Property, (vii) the Company and its subsidiaries have taken cheap measures to guard their confidential information and commerce secrets and techniques and strategies and techniques and to take care of up and safeguard the Company Psychological Property, together with the execution of related nondisclosure and confidentiality agreements, (viii) to the info of the Company, no worker, promoting and advertising and marketing information or unbiased contractor of the Company or any of its subsidiaries is in violation in any provides 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 idea of such violation pertains to such worker’s employment or unbiased contractor’s engagement with the Company or any of its subsidiaries or actions undertaken whereas employed or engaged with the Company of any of its subsidiaries, and (ix) to the info of the Company, there’s no such issue as a infringement by third events of any Company Psychological Property.

(b) All patents and patent features owned by or licensed to the Company or any of its subsidiaries have, to the info of the Company, been duly and precisely filed and maintained and prosecuted in compliance with associated licensed suggestions, together with the accountability of candor and good religion below 37 C.F.R. 1.56; the Company will not take heed to any particulars required to be disclosed to the USPTO that weren’t disclosed and which may selection the idea 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 Company that:

5.1. Group and Existence. The Investor is a duly built-in or organized and validly present agency, restricted partnership, restricted obligation company or completely completely different accepted entity, has all requisite agency, partnership or restricted obligation company energy and authority to enter into and consummate the transactions contemplated by the Transaction Paperwork and to hold out its obligations hereunder and thereunder, and to put money into the Private Placement ADSs pursuant to this Settlement, and is in good standing below the licensed suggestions of the jurisdiction of its incorporation or group.

5.2. Authorization. The execution, present and effectivity by the Investor of the Transaction Paperwork to which the Investor is a celebration have been duly licensed and every has been duly executed and when delivered will characterize the official and legally binding obligation of the Investor, enforceable within the course of the Investor in accordance with their respective phrases, topic to chapter, insolvency, fraudulent change, reorganization, moratorium and related licensed suggestions of elementary applicability, referring to or affecting collectors’ rights usually, and elementary tips of fairness.

5.3. Buy Completely for Non-public Account. The Private Placement ADSs to be acquired by the Investor hereunder shall be acquired for the Investor’s non-public account, not as nominee or agent, for the intention of funding and certainly not with a view to the resale or distribution of any half thereof in violation of the 1933 Act, and the Investor has no current intention of promoting, granting any participation in, or in each different case distributing the same in violation of the 1933 Act with out prejudice, nonetheless, to the Investor’s right always to promote or in each different case eliminate all or any a part of such Private Placement ADSs in compliance with associated federal and state securities licensed suggestions. The Private Placement ADSs are being bought by the Investor contained in the atypical course of its enterprise. Nothing contained herein shall be deemed a illustration or guarantee by the Investor to carry the Private Placement ADSs for any time interval. The Investor will not be a broker-dealer registered with the SEC below the 1934 Act or an entity engaged in a enterprise which would require it to be so registered.

5.4. Funding Expertise. The Investor acknowledges that it’ll presumably bear the financial menace and full lack of its funding contained in the Private Placement ADSs and has such data and expertise in monetary or enterprise factors that it is able to evaluating the deserves and dangers of the funding contemplated hereby.

5.5. Licensed Investor.

(a) If the Investor is an individual in a member state of the European Financial Space, such investor is a “licensed investor” as outlined contained in the Prospectus Regulation.

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(b) If the Investor is an individual inside the UK, such investor is a “licensed investor” as outlined contained in the UK Prospectus Regulation who (i) has skilled expertise in factors referring to investments falling all by way of the definition of “funding professionals” in Article 19(5) of the Monetary Companies and Markets Act 2000 (Monetary Promotion) Order 2005 (the “Order”) and/or (ii) is a excessive internet worth physique agency, unincorporated affiliation and partnership and trustee of utmost worth trusts as described in Article 49(2)(a) to (d) of the Order.

5.6. Disclosure of Data. The Investor has had a possibility to accumulate, overview and perceive all information associated to the Company requested by it and to ask questions of and purchase choices from the Company regarding the Company, its enterprise and the phrases and circumstances of the providing of the Private Placement ADSs, and has carried out and accomplished its non-public unbiased due diligence. The Investor acknowledges that copies of the SEC Filings might be found on the EDGAR System. Primarily based completely on the data the Investor has deemed related, it has independently (or along with its funding adviser) made its non-public evaluation and willpower to enter into the Transaction Paperwork. The Investor is relying solely by itself funding evaluation and due diligence (and/or that of its funding adviser) (together with skilled recommendation it deems related) with respect to the execution, present and effectivity of the Transaction Paperwork, the Private Placement ADSs and the enterprise, state of affairs (monetary and in each different case), administration, operations, properties and prospects of the Company, together with nonetheless not restricted to all enterprise, accepted, regulatory, accounting, credit score rating ranking and tax factors. Neither such inquiries nor every completely different due diligence investigation carried out by the Investor (or its funding adviser) shall modify, restrict or in each different case impression the Investor’s right to depend on the Company’s representations and warranties contained on this Settlement.

5.7. Restricted Securities. The Investor understands that the Private Placement ADSs are characterised as “restricted securities” below the U.S. federal securities licensed suggestions inasmuch as they’re being acquired from the Company in a transaction not involving a public providing and that below such licensed suggestions and associated tips such securities could also be resold with out registration below the 1933 Act solely in sure restricted circumstances. The Investor understands that such Private Placement Shares underlying the Private Placement ADSs shall not be deposited in any depositary facility established or maintained by a depositary financial institution until it’s a restricted depositary facility.

5.8. Legends. It’s understood that, other than as offered beneath, the Private Placement ADSs may bear the next or any related 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 way of the which suggests of Rule 501 below the 1933 Act and has executed and delivered to the Company a questionnaire in considerably the shape hooked up hereto as Exhibit A (the “Investor Questionnaire“), which the Investor represents and warrants is true, correct and full. The Investor is (b) a cultured institutional investor with ample data and expertise in investing in non-public fairness transactions to precisely ponder the hazards and deserves of its buy of the Private Placement ADSs. The Investor has decided based mostly by itself unbiased overview and such skilled recommendation because of it deems related that its buy of the Private Placement ADSs and participation contained in the transactions contemplated by the Transaction Paperwork (i) are utterly consistent with its monetary wishes, targets and state of affairs, (ii) comply and are utterly consistent with all funding insurance coverage protection insurance coverage insurance policies, pointers and completely completely different restrictions associated to the Investor, (iii) have been duly licensed and permitted by all obligatory motion, (iv) don’t and won’t violate or characterize a default below any regulation, rule, regulation, settlement or completely completely different obligation by which the Investor is sure and (v) are a match, proper and acceptable funding for the Investor, nonetheless the substantial dangers inherent in investing in or holding the Private Placement ADSs.

5.10. Unbiased Funding Dedication. The Investor understands that nothing contained in the Transaction Paperwork or every completely different supplies offered by or on behalf of the Company to the Investor in reference to the acquisition of the Private Placement ADSs constitutes accepted, tax or funding recommendation. The Investor has consulted such accepted, tax and funding advisors because of it, of their sole discretion, has deemed obligatory or related in reference to its buy of the Private Placement ADSs.

5.11. UK Securities Necessities. The Investor has complied and should alter to all associated provisions of FSMA and the UK Monetary Companies Act 2012 with respect to 1 factor accomplished by the Investor in relation to the Private Placement ADSs in, from or in each different case involving the UK.

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5.12. Compliance with Approved suggestions. The Investor is allowed and entitled to amass the Private Placement ADSs below the licensed suggestions of all related jurisdictions that apply to it, has complied and should comply in all provides respects with all such licensed suggestions referring to the acquisition of the Private Placement ADSs (together with, the place associated, 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 Cash Laundering Pointers 2007 and the UK Cash Laundering, Terrorist Financing and Change of Funds (Data on Payer) Pointers 2017 and any associated or related suggestions, tips or pointers administered or enforced by any governmental agency having jurisdiction in respect thereof) and has obtained all associated consents which might be required in relation to the acquisition of the Private Placement ADSs.

5.13. No Common Solicitation. The Investor didn’t be taught of the funding contained in the Private Placement ADSs on account of any elementary or public solicitation or elementary promoting, or publicly disseminated commercials or product gross sales literature, together with (a) any industrial, article, uncover or completely completely different communication printed in any newspaper, journal, internet web page, or related media, or broadcast over tv or radio, or (b) any seminar or assembly to which the Investor was invited by any of the foregoing technique of communications.

5.14. Brokers and Finders. No Specific specific particular person might need, on account of the transactions contemplated by the Transaction Paperwork, any official right, curiosity or declare within the course of or upon the Company or the Investor for any worth, worth or completely completely different compensation pursuant to any settlement, affiliation or understanding entered into by or on behalf of Investor.

5.15. Quick Product gross sales and Confidentiality Earlier to the Date Hereof. Apart from consummating the transactions contemplated hereunder, the Investor has not, nor has any Specific specific particular person appearing on behalf of or pursuant to any understanding with the Investor, straight or in a roundabout means executed any purchases or product gross sales, together with Quick Product gross sales, of the securities of the Company all by way of the interval commencing as of the time that the Investor was first contacted by the Company or every completely different Specific specific particular person regarding the transactions contemplated hereby and ending instantly earlier to the date hereof. Nonetheless the foregoing, contained in the case of the Investor that would presumably be a multi-managed funding vehicle whereby separate portfolio managers cope with separate parts of the Investor’s property and the portfolio managers don’t have any direct data of the funding picks made by the portfolio managers managing completely completely different parts 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 choice to buy the Private Placement ADSs. Apart from to completely completely different Individuals occasion to this Settlement and apart from to such Specific specific particular person’s affiliate or out of doors lawyer, accountant, auditor or funding advisor solely to the extent obligatory to allow analysis of the funding, and the effectivity of the mandatory or required tax, accounting, monetary, accepted, regulatory or administrative duties and suppliers and apart from as could also be required by regulation or regulation, the Investor has maintained the confidentiality of all disclosures made to it in reference to this transaction (together with the existence and phrases of this transaction). Nonetheless the foregoing, for the avoidance of doubt, nothing contained herein shall characterize a illustration or guarantee, or preclude or prohibit any actions, with respect to the identification of, the supply of, or securing of, obtainable shares to borrow in an effort to affect Quick Product gross sales or related transactions in the long run.

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5.16. No Authorities Suggestion or Approval. The Investor understands that no United States federal or state agency, or related agency of every completely different nation, has reviewed, permitted, handed upon, or made any suggestion or endorsement of the Company or the acquisition of the Private Placement ADSs.

5.17. No Intent to Impression a Change of Administration. The Investor has no current intent to affect a “change of administration” of the Company as such time interval is believed below the concepts promulgated pursuant to Half 13(d) of the 1934 Act.

5.18. Residency. The Investor’s workplace by which its funding choice with respect to the Private Placement ADSs was made is situated on the kind out instantly beneath the Investor’s set up on its signature internet internet web page hereto.

5.19. No Conflicts. The execution, present and effectivity by Investor of the Transaction Paperwork and the consummation by the Investor of the transactions contemplated hereby and thereby should not be going to (i) end in a violation of the organizational paperwork of Investor or (ii) battle with, or characterize a default (or an occasion which with uncover or lapse of time or each would flip right into a default) below, 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) end in a violation of any regulation, rule, regulation, order, judgment or decree (together with federal and state securities licensed suggestions) associated to Investor, other than contained in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which couldn’t, individually or inside the mixture, fairly be anticipated to have a material antagonistic affect on the power of the Investor to carry out its obligations hereunder.

5.20. No “Dangerous Actor” Disqualification. The Investor has not taken any of the actions set forth in, and isn’t topic to, the disqualification provisions of Rule 506(d)(1) of the 1933 Act, and the Investor’s responses contained in the questionnaire delivered to the Company by the Investor associated to qualification below Rule 506(d)(1) hold true and proper as of the date hereof.

6. Situations to Closing.

6.1. Situations to the Investor’s Obligations. The duty of the Investor to buy the Private Placement ADSs on the Closing is topic to the achievement to the Investor’s satisfaction, on or earlier to the Closing Date, of the next circumstances, any of which might be waived by the Investor with the settlement of the Company:

(a) The representations and warranties made by the Company in Half 4 hereof shall be true and proper as of the date hereof and as of the Closing Date, as if made on and as of such date, other than to the extent any such illustration or guarantee expressly speaks as of an earlier date, by which case such illustration or guarantee shall be true and proper as of such earlier date. The Company shall have carried out in all provides 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 Company shall have carried out or complied with in all provides respects all obligations and covenants herein required by it on or earlier to the Closing.

(c) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers obligatory for the consummation of the acquisition and sale of the Private Placement ADSs, all of which shall be in full drive and affect.

(d) No judgment, writ, order, injunction, award or decree of or by any courtroom, or choose, justice or Justice of the Peace, together with any chapter courtroom or choose, or any order of or by any Governmental Authority, shall have been issued, and no motion 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 Company’s counsel, dated as of the Closing Date, in selection and substance fairly acceptable to the Investor and addressing such accepted factors because of the Investor and the Company fairly agree.

(f) There shall have been no Provides Adversarial Impression with respect to the Company on condition that date hereof.

(g) No cease order or suspension of buying and selling of the ADSs shall have been imposed by Nasdaq or the SEC.

(h) The Company shall have delivered a certificates, executed on behalf of the Company by its Chief Govt Officer or its Chief Monetary 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 Company shall have executed and delivered the Registration Rights Settlement.

6.2. Situations to Obligations of the Company. The Company’s obligation to promote and subject the Private Placement ADSs on the Closing to the Investor is topic to the achievement to the satisfaction of the Company on or earlier to the Closing Date of the next circumstances, any of which might be waived by the Company:

(a) The representations and warranties made by the Investor in Half 5 hereof shall be true and proper as of the date hereof, and shall be true and proper as of the Closing Date with the same drive and affect as within the occasion that they’d been made on and as of such date. The Investor shall have carried out in all provides 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 provides 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 choose, justice or Justice of the Peace, together with any chapter courtroom or choose, or any order of or by any Governmental Authority, shall have been issued, and no motion 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 Company and Blackstone and shall be in full drive and affect.

(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 Combination Buy Value for the Private Placement ADSs to the Company.

6.3. Termination of Obligations to Impression Closing; Outcomes.

(a) The obligations of the Company, on the one hand, and the Investor, alternatively, to affect the Closing shall terminate as follows:

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

(ii) By the Company 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 Company;

(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 every the Company or the Investor if the Closing has not occurred on or earlier to the fifth Looking for and selling Day following the date of this Settlement;

offered, nonetheless, that, other than contained in the case of clauses (ii) and (iii) above, the occasion looking for to terminate its obligation to affect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained contained in the Transaction Paperwork if such breach has resulted contained in the circumstances giving rise to such occasion’s looking for to terminate its obligation to affect the Closing.

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(b) All through the occasion of termination by the Company or the Investor of its obligations to affect the Closing pursuant to this Half 6.3, written uncover thereof shall be given to the choice occasion. Nothing on this Half 6.3 shall be deemed to launch any occasion from any obligation for any breach by such occasion of the choice phrases and provisions of the Transaction Paperwork or to impair the right of any occasion to compel particular effectivity by every completely different occasion of its completely completely different obligations below the Transaction Paperwork.

7. Covenants and Agreements of the Company.

7.1. No Conflicting Agreements. The Company should not be going to take any motion, enter into any settlement or make any dedication which can battle or intervene in any provides respect with the Company’s obligations to the Investor below the Transaction Paperwork or the Collaboration Settlement.

7.2. Nasdaq Itemizing. The Company will use commercially cheap efforts to proceed the itemizing and looking for and selling of the ADSs on Nasdaq and, in accordance therewith, will use cheap finest efforts to evolve in all provides respects with the Company’s reporting, submitting and completely completely different obligations below the concepts and tips of Nasdaq.

7.3. Reporting Standing. The Company shall properly timed file all tales required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate its standing as an issuer required to file tales below the 1934 Act even when the 1934 Act or the concepts and tips thereunder would in each different case allow such termination.

7.4. Eradicating of Legends.

(a) In reference to any sale, job, change or completely completely different disposition of the Private Placement ADSs by the Investor pursuant to Rule 144 or pursuant to every completely different exemption below the 1933 Act such that the purchaser acquires freely tradable ADSs and upon compliance by the Investor with the necessities of the Transaction Paperwork, if requested by the Investor, the Company shall use commercially cheap efforts to set off the Depositary to take away any restrictive legends associated to the e-book entry account holding such ADSs and make a mannequin new, unlegended entry for such e-book entry ADSs offered or disposed of with out restrictive legends, offered that the Company and the Depositary have properly timed acquired from the Investor customary representations and completely completely different documentation fairly acceptable to the Company and the Depositary in connection therewith.

(b) Topic to receipt from the Investor by the Company and the Depositary of customary representations and completely completely different documentation fairly acceptable to the Company and the Depositary in connection therewith, upon the earliest of such time because of the Private Placement ADSs (i) have been offered pursuant to Rule 144 or (ii) are eligible for resale below Rule 144(b)(1) or any successor provision, the Company shall, in accordance with the provisions of this Half 7.4(b), (A) ship to the Depositary irrevocable directions that the

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Depositary shall make a mannequin new, unlegended entry for such e-book entry ADSs, and (B) set off its counsel, topic to receipt by such counsel of such customary representations and completely completely different documentation fairly requested by such counsel, to ship to the Depositary quite a lot of opinions to the affect that the eradicating of such legends in such circumstances could also be effected below the 1933 Act if required by the Depositary to affect the eradicating of the legend in accordance with the provisions of the Transaction Paperwork. ADSs topic to legend eradicating hereunder could also be 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 Company shall be answerable for the charges of the Depositary for which it’s accountable in accordance with the Deposit Settlement and all DTC charges related to such issuance.

(c) Topic to the restrictions on inclinations pursuant to Half 9 of this Settlement, the Investor agrees with the Company (i) that the Investor will promote any Private Placement ADSs pursuant to every the registration necessities of the 1933 Act or in compliance with an exemption from the registration necessities of the 1933 Act.

7.5. Prices and Stamp Taxes. The Company shall be answerable for the worth of any placement agent’s charges, monetary advisory charges, or vendor’s commissions (apart from for Individuals engaged by the Investor) referring to or arising out of the transactions contemplated hereby, together with, with out limitation, any charges or commissions payable to placement brokers because of the Company may work collectively in reference to the transactions contemplated by the Transaction Paperwork. The Company shall pay to the Investor any stamp accountability or stamp accountability reserve tax required to be paid inside the UK by the Investor in reference to the issuance of the Private Placement ADSs to the Investor in accordance with the phrases of this Settlement.

7.6. Use of Proceeds. The online proceeds of the sale of the Private Placement ADSs hereunder shall be utilized by the Company to develop its scientific pipeline of product candidates, together with for working capital and completely completely different elementary agency capabilities.

8. Quick Product gross sales and Confidentiality After the Date Hereof. The Investor covenants that neither it nor any Associates appearing on its behalf or pursuant to any understanding with it can execute any Quick Product gross sales all by way of the interval from the date hereof till the sooner 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 till such time because of the transactions contemplated by this Settlement are publicly disclosed by the Company, the Investor will keep the confidentiality of all disclosures made to it in reference to this transaction (together with the existence and phrases of this transaction), apart from to such Specific specific particular person’s out of doors lawyer, accountant, auditor or funding advisor solely to the extent obligatory to allow analysis of the funding, and the effectivity of the mandatory or required tax, accounting, monetary, accepted, regulatory or administrative duties and suppliers, and apart from as could also be required by regulation or regulation. The Investor understands and acknowledges that the SEC in the interim takes the place that security of Quick Product gross sales “within the course of the sphere” earlier to effectiveness of a resale registration assertion with securities included in such registration assertion may very well be a violation of Half 5 of the 1933 Act, as set forth in Merchandise 239.10 of the Securities Act Suggestions Compliance and Disclosure Interpretations compiled by the Workplace of Chief Counsel, Division of Agency Finance.

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9. Restrictions on Inclinations.

9.1. Sure Tender Provides. Nonetheless every completely different provision of this Half 9, this Half 9 shall not prohibit or limit any Disposition of ADSs, Unusual Shares and/or Unusual Share Equivalents by the Investor or any of its Associates into (a) a youthful present by a Third Occasion which isn’t opposed by the Company’s Board of Administrators (nonetheless solely after the Company’s submitting of a press launch or completely completely different public uncover with the SEC disclosing the advice of the Company’s Board of Administrators with respect to such tender present), (b) an issuer tender present by the Company, (c) in reference to every: (i) the acceptance of a elementary present for bigger than 50% of the atypical share capital of the Company (or any a part of it) or (ii) the supply of an irrevocable enterprise to solely accept a proposal referred to in clause (i) above, (d) in reference to (i) any compromise or affiliation below Half 26 of the Corporations Act offering for the acquisition by any specific particular person (or group of individuals performing in dwell effectivity) of bigger than 50% of the Unusual Shares in subject and which compromise or affiliation is advisable by the Company’s Board of Administrators, agreed by the requisite majorities of the members of the Company and sanctioned by the U.Okay. Excessive Courtroom; or (ii) the supply 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 below half 110 of the UK Insolvency Act 1986 in relation to the Company.

9.2. Insider Looking for and selling. Along with the restrictions contained in the Transaction Paperwork on the Disposition of ADSs, Unusual Shares and Unusual Share Equivalents of the Company, the Investor hereby acknowledges that it’s conscious that america and completely completely different associated securities licensed suggestions prohibit anybody who has provides, private particulars about an organization obtained straight or in a roundabout means from that company from looking for or promoting securities of such company or from speaking such information to every completely different specific particular person, together with below circumstances by which it’s fairly foreseeable that such specific particular person is additional potential to buy or promote such securities.

9.3. Standstill. The Investor hereby agrees that, for a interval of six months from the date hereof, until notably invited in writing by the Company to take movement, neither the Investor nor any of its Associates will, or will set off or knowingly allow any of its or their administrators, officers, workers, funding bankers, attorneys, accountants or completely completely different advisors or representatives to, in any method, straight or in a roundabout means:

(a) affect or search, provoke, present or counsel (whether or not or not or not publicly or in each different case) to affect, or set off or take part in or in any means advise or, help every completely different specific particular person to affect or search, provoke, present or counsel (whether or not or not or not publicly or in each different case) to affect or set off or take part in, any acquisition of any securities (or helpful possession thereof) or property of the Company; any tender or commerce present, merger, consolidation or completely completely different enterprise mixture involving the Company; any recapitalization, restructuring, liquidation, dissolution or completely completely different extraordinary transaction with respect to the Company; or any “solicitation” of “proxies” (as such phrases are used contained in the proxy suggestions of the Cost) or consents to vote any voting securities of the Company;

23

(b) selection, be part of or in any means take part in a “group” (as outlined below the 1934 Act, hereafter a “Group”) with respect to any securities of the Company;

(c) in each different case act, alone or in dwell effectivity with others, to hunt to handle or affect the administration, Board of Administrators or insurance coverage protection insurance coverage insurance policies of the Company;

(d) take any motion which may fairly be anticipated to drive the Company to make a public announcement concerning any of the sorts of factors set forth on this Half 9; or

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

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

(a) the acquisition by the Investor and/or its Associates after the date hereof (and certainly not pursuant to this Settlement) of as loads as an mixture variety of Unusual Shares (or ADSs representing Unusual Shares) that doesn’t exceed 10% of the variety of Unusual Shares then issued and great;

(b) the put together by the Investor and/or its Associates, if associated, of any voting rights obtainable to Company stockholders usually pursuant to any transaction described in Half 9.3 above, offered that the Investor has not then every straight, in a roundabout means, or as a member of a Group made, effected, initiated or brought about such transaction to happen or in each different case violated this Half 9.4;

(c) the put together by the Investor and/or its Associates, if associated, of any voting rights usually obtainable to it or them as non-Affiliate safety holders of a 3rd occasion that would presumably be a participant in an motion or transaction described in Half 9.3 above, offered that the Investor has not then every straight, in a roundabout means, or as a member of a Group made, effected, initiated or brought about such motion or transaction to happen or in each different case violated this Half 9.4;

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

(e) any practice by the Investor after the Company has made any public announcement of its intent to solicit or work collectively in any transaction which may end in a Company Sale; and

(f) making any communication to Company authorities administration on a confidential foundation solely that the Investor might be fascinated by partaking in discussions with the Company which can end in a negotiated transaction described in Half 9.3(a) as long as the Investor doesn’t indicate any such transaction or discuss or verify with potential phrases thereof with out the Company’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 additional drive and affect if (i) the Company enters correct proper right into a definitive settlement with respect to, or publicly declares that it plans to enter into, a transaction involving bigger than 50% of the Company’s fairness securities or all or considerably all of the Company’s property (whether or not or not or not by merger, consolidation, enterprise mixture, tender or commerce present, recapitalization, restructuring, sale, fairness issuance, or in each different case), or (ii) any Specific specific particular person or group publicly declares or commences a youthful or commerce present to amass bigger than 50% of the Company’s fairness 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 associated statute of limitations.

10.2. Indemnification. The Company agrees to indemnify and protect innocent the Investor and its Associates, and their respective administrators, officers, representatives, trustees, members, managers, workers, funding advisers and brokers, every One who controls the Investor (all by way of the which suggests of Half 15 of the 1933 Act and Half 20 of the 1934 Act) (collectively, the “Indemnified Events“), from and within the course of any and all losses, claims, damages, liabilities, and funds (together with, with out limitation, cheap and documented lawyer charges and disbursements and completely completely different documented out-of-pocket funds fairly incurred in reference to investigating, preparing or defending any motion, declare or persevering with, pending or threatened and the prices of enforcement thereof) (excluding liabilities for change, stamp accountability, stamp accountability reserve or related taxes apart from to the extent set forth in Half 7.5) (collectively, “Losses“) to which such Indemnified Occasion may flip into topic on account of any (i) inaccuracy, violation or breach of any of the Company’s representations or warranties made contained in the Transaction Paperwork; or (ii) any breach or failure to carry out by the Company of any of its covenants and obligations contained herein, and should reimburse any such Indemnified Occasion for all such parts as they’re incurred by such Indemnified Occasion, other than to the extent such Losses resulted from such Indemnified Occasion’s gross negligence, fraud or willful misconduct or to the extent such Losses are attributable to an Investor’s breach of a illustration, guarantee, covenant or settlement made by or to be carried out on the a part of such Investor below the Transaction Paperwork. To the extent that the foregoing enterprise by the Company could also be unenforceable for any motive, the Company shall contribute to the quantity paid or payable by such Indemnified Occasion on account of such Losses as is suitable to mirror the relative fault of the Company, on the one hand, and such Indemnified Occasion, alternatively.

10.3. Conduct of Indemnification Proceedings. Any Indemnified Occasion entitled to indemnification or contribution hereunder shall (i) give speedy written uncover to the indemnifying occasion of any declare with respect to which it seeks indemnification or contribution and (ii) allow such indemnifying occasion to consider the security of such declare with counsel fairly passable to the indemnified occasion; offered that any specific particular person entitled to indemnification or contribution hereunder shall have the right to make the most of separate counsel and to take part inside the security of such declare, nonetheless the charges and funds of such counsel shall be on the expense of such specific particular person until (a) the indemnifying occasion

25

has agreed in writing to pay such charges or funds, (b) the indemnifying occasion shall have did not assume the security of such declare and make use of counsel fairly passable to such specific particular person or (c) inside the cheap judgment of any such specific particular person, based mostly upon written recommendation of its counsel, a battle of curiosity exists between such specific particular person and the indemnifying occasion with respect to such claims (by which case, if the particular person notifies the indemnifying occasion in writing that such specific particular person elects to make the most of separate counsel on the expense of the indemnifying occasion, the indemnifying occasion shall not have the right to consider the security of such declare on behalf of such specific particular person); and offered, additional, that the failure of any indemnified occasion to provide written uncover as offered herein shall not relieve the indemnifying occasion of its obligations hereunder, other than to the extent that such failure to provide uncover shall materially adversely impression the indemnifying occasion inside the security of any such declare or litigation. It’s understood that the indemnifying occasion shall not, in reference to any persevering with inside the same jurisdiction, be answerable for charges or funds of a lot of separate firm of attorneys at any time for all such indemnified events. No indemnifying occasion will, other than with the consent of the Indemnified Occasion, consent to entry of any judgment or enter into any settlement until such judgment or settlement (i) consists of as an unconditional time interval thereof the giving by the claimant or plaintiff to such indemnified occasion of a launch from all obligation in respect of such declare or litigation, (ii) doesn’t require any admission of wrongdoing by any Indemnified Occasion, and (iii) doesn’t obligate or require any Indemnified Occasion to take, or chorus from taking, any motion. No indemnified occasion will, other than with the consent of the indemnifying occasion, consent to entry of any judgment or enter into any settlement.

11. Miscellaneous.

11.1. Successors and Assigns. This Settlement will not be assigned by a celebration hereto with out the prior written consent of the Company or the Investor, as associated, offered, nonetheless, that the Investor may assign its rights and delegate its duties hereunder in complete or partially to an Affiliate or to a 3rd occasion looking for some or all of its fairness in a transaction complying with associated securities licensed suggestions with out the prior written consent of the Company, offered such assignee agrees in writing to ensure by the provisions hereof that apply to the Investor. The provisions of this Settlement shall inure to the good thing about and be binding upon the respective permitted successors and assigns of the events. With out limiting the generality of the foregoing, contained in the occasion that the Company is a celebration to a merger, consolidation, share commerce or related enterprise mixture transaction by which the ADSs are transformed into the fairness securities of 1 completely different Specific specific particular person, from and after the setting pleasant time of such transaction, such Specific specific particular person shall, by good thing about such transaction, be deemed to have assumed the obligations of the Company hereunder, the time interval “Company” shall be deemed to verify with such Specific specific particular person and the time interval “ADSs” shall be deemed to verify with the securities acquired by the Investor in reference to such transaction. Nothing on this Settlement, categorical or implied, is meant to confer upon any occasion apart from the events hereto or their respective permitted successors and assigns any rights, treatments, obligations, or liabilities below or by motive of this Settlement, other than as expressly offered on this Settlement.

26

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

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

11.4. Notices. Until in each different case offered, any uncover required or permitted below this Settlement shall be given in writing and shall be deemed effectively given as hereinafter described (i) if given by private present, then such uncover shall be deemed given upon such present, (ii) when despatched, if despatched by e-mail correspondence or facsimile all by way of frequent enterprise hours of the recipient, and if not despatched all by way of frequent enterprise hours, then on the following Enterprise Day, (iii) if given by mail, then such uncover shall be deemed given upon the sooner of (A) receipt of such uncover by the recipient or (B) three days after such uncover is deposited in high 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 present to such service. All notices shall be addressed to the occasion to be notified on the kind out as follows, or at such completely completely different kind out as such occasion may designate by ten (10) days’ advance written uncover to the choice occasion:

If to the Company:

Autolus Therapeutics plc

The MediaWorks

191 Wooden Lane

London W12 7FP United Kingdom

Consideration: Alex Driggs

E-mail: a.driggs@autolus.com

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

Cooley LLP

Reston Metropolis Coronary coronary heart

11951 Freedom Drive

14th Ground

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 reproduction (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 events hereto shall pay their very private prices and funds in connection herewith no matter whether or not or not or not the transactions contemplated hereby are consummated; it being understood that every of the Company and the Investor has relied on the recommendation of its non-public respective counsel.

11.6. Amendments and Waivers. Any time interval of this Settlement could also be amended and the observance of any time interval of this Settlement could also be waived (every usually or in a selected occasion and every retroactively or prospectively), solely with the written consent of the Company and the Investor.

11.7. Publicity. Along with as set forth beneath, no public launch or announcement regarding the transactions contemplated hereby shall be issued by every occasion hereto with out the prior consent of the choice occasion (which consent shall not be unreasonably withheld), other than as such launch or announcement could also be required by regulation or the associated suggestions or tips of any securities commerce or securities market, by which case the Investor shall permit the Company, to the extent fairly practicable contained in the circumstances, cheap time to the contact upon such launch or announcement prematurely of such issuance. The Company shall not embrace the set up 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, other than as in each different case required by regulation or the associated suggestions or tips of any securities commerce or securities market, by which case the Company shall permit the Investor, to the extent fairly practicable contained in the circumstances, cheap 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 instantly following the date this Settlement is executed, the Company shall subject a press launch disclosing all provides 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 Company will file a Report on Kind 6-Okay (the “6-Okay Submitting“) attaching the press launch described contained in the foregoing sentence together with copies of the Transaction Paperwork. Any time after the expiration or termination of this Settlement, the Company hereby agrees that promptly (and, in any occasion, not later than sixty (60) days) upon the cheap request of the Investor, the Company shall subject a public press launch or file with the SEC the suitable disclosure containing any provides private confidential information, if any, that has been disclosed to the Investor. Nonetheless the foregoing, the Company shall not be obligated to subject any public press launch or file with the SEC any submitting or disclosure if (i) the Company’s board of administrators determines that doing so wouldn’t be inside the good curiosity of the Company and its shareholders or (ii) the fabric private confidential information disclosed, straight or in a roundabout means, to the Investor was in relation to the Investor’s board appointment right. The Company will permit the Investor, to the extent fairly practicable, cheap time to the contact upon the 6-Okay Submitting, or every completely different submitting associated to the Transaction Paperwork. Along with, the Company will make such completely completely different filings and notices contained in the method and time required by the SEC or Nasdaq.

11.8. Severability. Any provision of this Settlement that’s 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 ability to be enforceable to the utmost extent permitted by associated regulation, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in every completely different jurisdiction. To the extent permitted by associated regulation, the events hereby waive any provision of regulation which renders any provision hereof prohibited or unenforceable in the least.

11.9. Full Settlement. This Settlement, together with the signature pages, and exhibits, characterize your full settlement among the many many many events hereof with respect to the subject supplies hereof and thereof and supersede all prior agreements and understandings, each oral and written, between the events with respect to the subject supplies hereof and thereof.

11.10. No Third Occasion Beneficiaries. This Settlement is meant for the good thing about the events hereto and their respective permitted successors and assigns and isn’t for the good thing about, nor may any provision hereof be enforced by, every completely different specific particular person.

11.11. Additional Assurances. The events shall execute and ship all such additional items and paperwork and take all such completely completely different actions as may fairly be required to hold out the transactions contemplated hereby and to proof the achievement of the agreements herein contained.

29

11.12. Governing Legal guidelines. This Settlement shall be dominated by, and construed in accordance with, the licensed suggestions of the State of New York. Every of the events hereto irrevocably submits to the distinctive jurisdiction of the courts of the State of New York situated in New York County and america District Courtroom for the Southern District of New York for the intention of any go properly with, motion, persevering with or judgment referring to or arising out of this Settlement and the transactions contemplated hereby. Service in spite of everything of in reference to any such go properly with, motion or persevering with could also be served every time hereto anyplace on the planet by the same strategies as are specified for the giving of notices below this Settlement. Every of the events hereto irrevocably consents to the jurisdiction of any such courtroom in any such go properly with, motion or persevering with and to the laying of venue in such courtroom. Every occasion hereto irrevocably waives any objection to the laying of venue of any such go properly with, motion or persevering with launched in such courts and irrevocably waives any declare that any such go properly with, motion 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 events have executed this Settlement or brought about their duly licensed officers to execute this Settlement as of the date first above written.

COMPANY:

AUTOLUS THERAPEUTICS PLC

By:

Set up: Christian Itin

Title: Chief Govt Officer

INVESTOR:

BXLS V – AUTOBAHN L.P.

By:

Set up:

Title:

Contact Data:

Kind 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“) should be accomplished by every potential investor in reference to the supply and sale of American Depositary Shares (“ADSs“), every representing one atypical shares of nominal worth $0.000042 every (“Unusual Shares“) contained in the capital of Autolus Therapeutics plc, an organization built-in below the licensed suggestions of England and Wales (the “Company“). The ADSs are being provided and offered by the Company with out registration below the Securities Act of 1933, as amended (the “Act“), and the securities licensed suggestions of sure states, in reliance on Regulation D promulgated thereunder and in reliance on related exemptions below associated state licensed suggestions. The Company should resolve {{{that a}}} potential investor meets sure suitability necessities before providing or promoting ADSs to such investor. The intention of this Questionnaire is to make sure the Company that every investor will meet the associated suitability necessities. The knowledge provided by you’ll be utilized in figuring out whether or not or not or not you meet such necessities, and reliance upon the non-public providing exemptions from registration relies upon partially on the data herein provided.

This Questionnaire doesn’t characterize a proposal to promote or a solicitation of a proposal to purchase any safety. Your choices shall be saved strictly confidential. Nevertheless, by signing this Questionnaire, you’ll be authorizing the Company to supply a accomplished copy of this Questionnaire to such events because of the Company deems related in an effort to make sure that the supply and sale of the ADSs should not be going to complete in a violation of the Act or the securities licensed suggestions of any state and that you just simply in each different case fulfill the suitability requirements associated to purchasers of the ADSs. Please reply all associated questions and full, date and signal this Questionnaire. Please print or kind your responses and restore further sheets of paper if obligatory to finish your choices to any merchandise.

PART A. BACKGROUND INFORMATION

Set up of Useful Proprietor of the ADSs: ________________________________________________________________________

Enterprise Kind out: __________________________________________________________________________________________

(Quantity and Avenue)

____________________________________________________________________________________________________________

(Metropolis) (State) (Zip Code)

Cellphone Quantity: (___) ____________________________________________________________________________________

If a company, partnership, restricted obligation company, notion or completely completely different entity:

Type of entity: _____________________________________________________________________________________________

State of formation:______________________

Approximate Date of formation: ____________________

3

Had been you fashioned for the intention of investing contained in the securities being provided?

Sure ____ No ____

If an individual:

Residence Kind out: _________________________________________________________________________________________

(Quantity and Avenue)

___________________________________________________________________________________________________________

(Metropolis) (State) (Zip Code)

Cellphone Quantity: (___) ____________________________________________________________________________________

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

Set forth inside the house offered beneath the state(s), if any, in america by which you maintained your residence all by way of the sooner two years and the dates all by way of which you resided in every state:

Are you a director or authorities officer of the Company?

Sure ____ No ____

Social Safety or Taxpayer Identification No. _____________________________________________________________________

PART B. ACCREDITED INVESTOR QUESTIONNAIRE

To guarantee that the Company to supply and promote the ADSs in conformance with state and federal securities licensed suggestions, the next information should be obtained concerning your investor standing. Please preliminary every classassociated to you as a purchaser of ADSs of the Company.

__(1)

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

__(2)

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

__(3)

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

4

__(4)

An funding company registered below the Funding Company Act of 1940 or a enterprise growth company as outlined in Half 2(a)(48) of that Act;

__(5)

A Small Enterprise Funding Company licensed by the U.S. Small Enterprise Administration below 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 agency or instrumentality of a state or its political subdivisions, for the good thing about its workers, if such plan has full property in further of $5,000,000;

__(7)

An worker income plan all by way of the which suggests of the Worker Retirement Earnings Safety Act of 1974, if the funding choice is made by a plan fiduciary, as outlined in Half 3(21) of such act, which is every a financial institution, financial monetary financial savings and mortgage affiliation, insurance coverage protection safety company, or registered funding adviser, or if the worker income plan has full property in further of $5,000,000 or, if a self-directed plan, with funding picks made solely by folks which might be accredited retailers;

__(8)

A personal enterprise growth company as outlined in Half 202(a)(22) of the Funding Advisers Act of 1940;

__(9)

A company described in Half 501(c)(3) of the Inside Income Code, a company, Massachusetts or related enterprise notion, or partnership, not fashioned for the precise carry out of buying the ADSs, with full property in further of $5,000,000;

__(10)

A notion, with full property in further of $5,000,000, not fashioned for the precise carry out of buying the ADSs, whose buy is directed by a cultured one who has such data and expertise in monetary and enterprise factors that such specific particular person is able to evaluating the deserves and dangers of investing contained in the Company;

__(11)

A pure specific particular person whose particular specific particular person internet worth, or joint internet worth with that individual particular person’s confederate, on the time of his buy exceeds $1,000,000;

__(12)

A pure one who had a person earnings in further of $200,000 in every of the 2 most up-to-date years, or joint earnings with that individual particular person’s confederate in further of $300,000, in every of these years, and has a reasonable expectation of reaching the same earnings diploma inside the present 12 months;

__(13)

An authorities officer or director of the Company;

5

__(14)

An entity by which all of the fairness homeowners qualify below any of the above subparagraphs. If the undersigned belongs to this investor class solely, doc the fairness homeowners of the undersigned, and the investor class which every such fairness proprietor satisfies.

A.

FOR EXECUTION BY AN INDIVIDUAL:

B.

FOR EXECUTION BY AN ENTITY:

Entity Set up:

By

Date

Print Set up:

Title:

C.

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

Entity Set up:

By

Date

Print Set up:

Title:

Entity Set up:

By

Date

Print Set up:

Title:

6

Disclaimer

Autolus Therapeutics plc printed this content material materials supplies on 08 November 2021 and is solely answerable for the data 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 Methods on AUTOLUS THERAPEUTICS PLC

Product gross sales 2021 2,37 M

Internet earnings 2021 -134 M

Internet money 2021 234 M

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

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Recommend consensus BUY
Variety of Analysts 10
Final Shut Value
6,97 $
Widespread goal price
12,69 $
Unfold / Widespread Function 82,0%


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