Adaptimmune Therapeutics PLC (Form: 8-K, Received: 03/06/2023 09:32:56) (2023)

Exhibit 2.1 

EXECUTION VERSION

AGREEMENTAND PLAN OF MERGER

BY ANDAmONG

Adaptimmunetherapeutics plc,

cm Mergersub, Inc.

AND

tcr²therapeutics inc.

Dated as of March 5, 2023

TABLEOF CONTENTS

EXHIBITS

Exhibit A: Certificate of Incorporationof Surviving Corporation

Exhibit B: By-Laws of Surviving Corporation

Exhibit C: Form of FIRPTA Certificate

Exhibit D-1: Persons Entering into CompanyVoting Agreement

Exhibit D-2: Persons Entering into ParentVoting Agreement

AGREEMENTAND PLAN OF MERGER

THIS AGREEMENT AND PLAN OFMERGER (this “Agreement”), dated as of March 5, 2023, is among Adaptimmune Therapeutics plc (“Parent”), apublic limited company incorporated in England and Wales, CM Merger Sub, Inc. (“Merger Sub”), a Delaware corporationand an indirect wholly-owned subsidiary of Parent, and TCR² Therapeutics Inc. (the “Company”), a Delawarecorporation.

R EC I T A L S

WHEREAS, the Board of Directorsof Parent (the “Parent Board”) has (a) determined that this Agreement and the transactions contemplated by this Agreement,including the Merger (as defined in Section 1.1(a)), would most likely promote the success of Parent for the benefit of the holdersof outstanding ordinary shares, par value £0.001 per share, of Parent (the “Parent Ordinary Shares”) as a whole, suchholders, the “Parent Shareholders”), (b) approved this Agreement and the transactions contemplated hereby, includingthe Merger, and (c) subject to the terms and conditions of this Agreement, has resolved to recommend that the Parent Shareholdersapprove the resolutions required to be passed for the purposes of the Parent Shareholder Approval.

WHEREAS, the Board of Directorsof each of Merger Sub and the Company has approved this Agreement and the transactions contemplated hereby, including the Merger, in accordancewith the General Corporation Law of the State of Delaware (the “DGCL”) and upon the terms and subject to the conditions setforth herein; and

WHEREAS, the Board of Directorsof the Company (the “Company Board”) has determined that this Agreement and the transactions contemplated hereby, includingthe Merger, are advisable to, fair to and in the best interests of, the Company and the holders of outstanding shares of the common stock,par value $0.0001 per share, of the Company (the “Company Common Stock”) and, subject to the terms and conditions of thisAgreement, has resolved to recommend that the holders of shares of Company Common Stock adopt this Agreement;

WHEREAS, in order to induceParent to enter into this Agreement and cause the Merger to be consummated, concurrently with the execution and delivery of this Agreement,each stockholder of the Company listed in Exhibit D-1 is executing a voting agreement with Parent and the Company (the “CompanyVoting Agreement”);

WHEREAS, in order to inducethe Company to enter into this Agreement and cause the Merger to be consummated, concurrently with the execution and delivery of thisAgreement, each shareholder of Parent listed in Exhibit D-2 is executing a voting agreement with Parent and the Company (the “ParentVoting Agreement”); and

WHEREAS, Parent, Merger Suband the Company desire to make certain representations, warranties, covenants and agreements in connection with the Merger and the othertransactions contemplated hereby.

NOW, THEREFORE, in considerationof the foregoing and the respective representations, warranties covenants and agreements set forth herein, the parties hereto agree asfollows:

Section 1

THE MERGER

1.1            TheMerger.

(a)            Subjectto the terms and conditions of this Agreement, at the Effective Time (as defined in Section 1.2), the Company and Merger Sub shallconsummate a merger (the “Merger”), in accordance with the DGCL, pursuant to which (i) Merger Sub shall be merged withand into the Company and the separate corporate existence of Merger Sub shall thereupon cease, (ii) the Company shall be the survivingcorporation in the Merger (the “Surviving Corporation”) and shall continue to be governed by the laws of the State of Delaware,(iii) the corporate existence of the Company, with all its rights, privileges, immunities, powers and franchises, shall continueunaffected by the Merger and (iv) the Surviving Corporation shall succeed to and assume all the rights and obligations of MergerSub and the Company in accordance with the DGCL. As a result of the Merger, the Surviving Corporation shall become a wholly-owned directsubsidiary of CM Intermediate Sub II, Inc., a Delaware corporation and subsidiary of Parent.

(b)            Atthe Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be amendedand restated in its entirety as set forth on Exhibit A hereto and shall be the Certificate of Incorporation of the Surviving Corporation,until thereafter changed or amended as provided therein or by applicable Law.

(c)            Atthe Effective Time, the By-Laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be amended and restated intheir entirety as set forth on Exhibit B hereto and shall be the By-Laws of the Surviving Corporation until thereafter changed oramended as provided therein or by applicable Law.

1.2            EffectiveTime. Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate ofMerger”) to be filed on the Closing Date (as defined in Section 1.3) or on such other date as Parent and the Company may agree,with the Secretary of State of the State of Delaware as provided in the DGCL. The Merger shall become effective at such time as the Certificateof Merger is duly filed with the Secretary of State of the State of Delaware or such later time and date as may be agreed by Parent andthe Company in writing and specified in the Certificate of Merger, and such time on such date is referred to herein as the “EffectiveTime.”

1.3            Closing.The closing of the Merger (the “Closing”) shall take place as early as practicable on a date to be specified by the partieshereto, which shall be no later than the second (2^nd) Business Day after satisfaction or waiver of all of the conditions setforth in Section 7, except for any such conditions that by their nature may only be satisfied at the Closing, but subject to thesatisfaction or waiver of such conditions at the Closing (the “Closing Date”), by electronic exchange of deliverables, unlessanother date, time or place is agreed to in writing by the parties hereto.

1.4            Directorsand Officers of the Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time shall, from and afterthe Effective Time, be the directors of the Surviving Corporation, and the officers of the Company immediately prior to the EffectiveTime shall, from and after the Effective Time, be the officers of the Surviving Corporation, in each case until their respective successorsshall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the SurvivingCorporation’s Certificate of Incorporation and By-Laws.

1.5            SubsequentActions. At and after the Effective Time, the Merger shall have the effects set forth in the DGCL. If at any time after the EffectiveTime the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instrumentsof conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of recordor otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of eitherthe Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger orotherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute anddeliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignmentsand assurances and to take and do, in the name and on behalf of each such corporation or otherwise, all such other actions and thingsas may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, propertiesor assets in the Surviving Corporation or otherwise to carry out this Agreement.

Section 2

CONVERSIONOF SECURITIES

2.1            Conversionof Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of the holders of any sharesof Company Common Stock or any shares of common stock of Merger Sub (“Merger Sub Common Stock”):

(a)            MergerSub Common Stock and Surviving Corporation Stock. Each issued and outstanding share of Merger Sub Common Stock outstanding immediatelyprior to the Effective Time shall be converted into and become one share of the Surviving Corporation with the rights, powers and privilegesset forth in the Certificate of Incorporation and the By-Laws of the Surviving Corporation.

(b)            Cancellationof Treasury Stock and Parent-Owned Stock. All shares of Company Common Stock that are held by the Company as treasury stock and anyshares of Company Common Stock owned by Parent, Merger Sub or any other direct or indirect wholly-owned subsidiary of Parent shall automaticallybe cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.

(c)            Conversionof Shares of Company Common Stock. Each issued and outstanding share of Company Common Stock (other than shares of Company CommonStock to be cancelled in accordance with Section 2.1(b)), including shares of Company Common Stock underlying Company RestrictedStock Units that immediately vest upon a change of control of the Company, shall be converted into the right to receive 1.5117 (the “ExchangeRatio”) Parent ADS duly and validly issued against the deposit of the requisite number of Parent Ordinary Shares in accordance withthe Deposit Agreement (the “Per Share Merger Consideration”); provided, that after taking into account all Book-EntryShares delivered by or on behalf of any holder, the number of Parent ADSs issued to such holder shall be rounded down to the nearest wholeParent ADS and no fractional Parent ADSs shall be issued. From and after the Effective Time, all such shares of Company Common Stock shallno longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a book-entry share(a “Book-Entry Share”) that immediately prior to the Effective Time represented outstanding shares of Company Common Stockshall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration, any dividends orother distributions declared by the Company Board having a record date prior to the Effective Time which remain unpaid as of the EffectiveTime, without interest thereon, together with any dividends or other distributions to which holders thereof are entitled pursuant to Section 2.2(c),upon the surrender of such Book-Entry Share in accordance with Section 2.2.

(d)            Adjustments.If at any time during the period between the date of this Agreement and the Effective Time, any change in the issued Parent Ordinary Shares(or Parent ADSs, as the case may be) or in the outstanding shares of capital stock of the Company shall occur as a result of any reclassification,stock split (including a reverse stock split), combination, exchange, readjustment, stock dividend or stock distribution or any similarevent, the Per Share Merger Consideration and any other similarly dependent items (including any amounts payable pursuant to Section 2.4)shall be equitably adjusted to provide to the holders of shares of Company Common Stock, Company Options, Company Restricted Stock Unitsand other awards under the Company Equity Plan the same economic effect as contemplated by this Agreement prior to such action; provided,that nothing in this Section 2.1(d) shall be deemed to permit any party hereto to take any action that is prohibited under eitherSection 5.1(b) or 5.2 or that is not otherwise permitted by this Agreement.

2.2            Exchangeof Book-Entry Shares.

(a)            ExchangeAgent. Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act asagent for the holders of shares of Company Common Stock in connection with the Merger (the “Exchange Agent”) and to receivethe consideration to which holders of shares of Company Common Stock shall become entitled pursuant to Section 2.1(c) pursuantto terms reasonably acceptable to the Company. Parent shall, as of the Effective Time, (i) deposit or cause to be deposited withthe Exchange Agent Parent ADSs evidencing or (ii) provide the Exchange Agent an uncertificated Parent ADS book-entry representingthe aggregate number of Parent ADSs that are issuable pursuant to Section 2.1(c) (such Parent ADSs, together with any distributionsor dividends with respect thereto as provided in Section 2.2(c), being hereinafter referred to as the “Exchange Fund”).

(b)            ExchangeProcedures. Each holder of record of one or more Book-Entry Shares whose shares of Company Common Stock were converted into the rightto receive the Per Share Merger Consideration shall upon receipt by the Exchange Agent of an “agent’s message” in customaryform (or such other evidence, if any, as the Exchange Agent may reasonably request), be entitled to receive, and Parent shall cause theExchange Agent to deliver as promptly as reasonably practicable after the Effective Time, the Per Share Merger Consideration in respectof each such share of Company Common Stock, and the Book-Entry Shares of such holder shall forthwith be cancelled.

(c)            Distributionswith Respect to Unexchanged Shares. All Parent ADSs to be issued pursuant to the Merger (and all Parent Ordinary Shares representedthereby) shall be deemed issued and outstanding as of the Effective Time; provided that no dividends or other distributions with respectto Parent ADSs (or Parent Ordinary Shares represented thereby) with a record date after the Effective Time shall be paid to the formerholder of any Company Common Stock until such holder shall surrender such shares in accordance with this Section 2.2. Subject tothe effect of applicable Law: (i) at the time of the surrender of any such shares of Company Common Stock for exchange in accordancewith the provisions of this Section 2.2, there shall be paid to the surrendering holder, without interest, the amount of dividendsor other distributions declared by the Parent Board (having a record date after the Effective Time but on or prior to surrender and apayment date on or prior to surrender) not theretofore paid with respect to the number of whole Parent ADSs that such holder is entitledto receive; and (ii) at the appropriate payment date and without duplicating any payment made under clause (i) above, thereshall be paid to the surrendering holder, without interest, the amount of dividends or other distributions (having a record date afterthe Effective Time but on or prior to surrender and a payment date subsequent to surrender) payable with respect to the number of wholeParent ADSs that such holder receives.

(d)            TransferBooks; No Further Ownership Rights in Shares of Company Common Stock. At the Effective Time, the stock transfer books of the Companyshall be closed and thereafter there shall be no further registration of transfers of shares of Company Common Stock on the records ofthe Company. From and after the Effective Time, the holders of Book-Entry Shares outstanding immediately prior to the Effective Time shallcease to have any rights with respect to such shares of Company Common Stock, except as otherwise provided for herein or by applicableLaw.

(e)            Treatmentof Fractional Parent ADSs. Notwithstanding any other provision of this Agreement, no fractional Parent ADSs shall be issued in exchangefor any Company Common Stock or Company equity awards, and no holder of any of the foregoing shall be entitled to receive a fractionalParent ADS. Furthermore, no holder of a fractional share of Company Common Stock, if any, shall receive or be entitled to receive anyaggregate consideration with respect to such fractional share. No scrip representing fractional Parent ADSs or book-entry credit of thesame shall be issued in the Merger and, except as provided in this Section 2.2(e), no dividend or other distribution, stock splitor interest shall relate to any such fractional share, and such fractional share shall not entitle the owner thereof to vote or to anyother rights of a Parent Shareholder or to any other aggregate consideration. The number of Parent ADSs to which a former holder of CompanyCommon Stock is entitled shall (after taking into account all Book-Entry Shares delivered by or on behalf of such holder), be roundeddown to the nearest whole number of Parent ADSs.

(f)            Terminationof Exchange Fund; No Liability. Any portion of the Exchange Fund deposited with the Exchange Agent that remains undistributed to holdersof Book-Entry Shares as of twelve (12) months after the Effective Time shall be delivered to Parent or as otherwise instructed by Parent(subject to abandoned property, escheat or similar Law). Notwithstanding the foregoing, none of Parent, the Surviving Corporation, theExchange Agent or any other person shall be liable to any holder of a Book-Entry Share for Per Share Merger Consideration delivered toa Governmental Authority pursuant to any applicable abandoned property, escheat or similar Law. If Book-Entry Shares are not surrenderedprior to the fifth (5^th) anniversary of the Closing Date (or such earlier date immediately prior to such time as such amountswould otherwise escheat to or become property of any Governmental Authority), unclaimed Per Share Merger Consideration payable with respectto such shares of Company Common Stock shall, to the extent permitted by applicable Law, become the property of Parent or as otherwisedetermined by Parent, free and clear of all claims or interest of any person previously entitled thereto.

2.3            NoAppraisal Rights. In accordance with Section 262 of the DGCL, no appraisal rights shall be available to the stockholders of theCompany in connection with the Merger.

2.4            CompanyCompensatory Awards.

(a)            Immediatelyprior to the Effective Time, each option to acquire shares of Company Common Stock granted under a Company Equity Plan or as set forthon Section 2.4 of the Company Disclosure Letter (each such option, a “Company Option”) that is then outstanding and unexercised,whether or not vested, shall be assumed and substituted for an option to purchase a number of Parent Ordinary Shares or Parent ADSs, asdetermined by Parent, granted under one of the Parent’s equity plans (each, an “Adjusted Option”), on substantiallysimilar terms and subject to substantially similar conditions as were applicable to such Company Option immediately prior to the EffectiveTime, except for terms rendered inoperative by reason of the transactions contemplated by this Agreement, such other administrative orministerial changes as in the reasonable determination of Parent are appropriate to conform the administration of the Adjusted Optionswith other awards under Parent’s equity plans, and except as provided in the following sentence. The number of Parent Ordinary Sharesor Parent ADSs subject to the Adjusted Option shall be equal to the product of (i) the total number of shares of Company Common Stocksubject to such Company Option immediately prior to the Effective Time multiplied by (ii) six times the Exchange Ratio (the “OrdinaryShare Exchange Ratio”), in the case of Parent Ordinary Shares, or the Exchange Ratio in the case of Parent ADSs, with any fractionalParent Ordinary Shares or Parent ADSs rounded down to the nearest whole Parent Ordinary Shares or Parent ADS, as applicable. The exerciseprice per share of such Adjusted Option shall be equal to the quotient of (A) the exercise price per share subject to such CompanyOption immediately prior to the Effective Time divided by (B) the Ordinary Share Exchange Ratio or the Exchange Ratio, as applicable,or, at the election of the Parent, that amount converted to pounds sterling at an appropriate exchange rate determined by the Parent,in each case, with any fractional cents or pence rounded up to the nearest whole cent or penny, as applicable. The exercise price pershare of any such Adjusted Option and the number of Parent Ordinary Shares or Parent ADSs, as applicable, relating to any such AdjustedOption shall be determined in a manner consistent with the requirements of Section 409A of the Internal Revenue Code of 1986, asamended (the “Code”). The grant of the Adjusted Options shall be effected as of the Effective Time, or as soon thereafteras is reasonably practicable, taking into account Parent’s administrative procedures. Each Adjusted Option may be granted subjectto a condition that the grantee must comply with Parent’s and its equity administrator’s practices with respect to grantsand acceptance of Parent equity award grants.

(b)            Immediatelyprior to the Effective Time, each award of restricted stock units with respect to shares of Company Common Stock granted under a CompanyEquity Plan or as set forth on Section 2.4 of the Company Disclosure Letter (each such restricted stock unit, a “Company RestrictedStock Unit”), other than Company Restricted Stock Units that immediately vest upon a change of control of the Company, shall beassumed and substituted for a restricted stock unit-style option to purchase Parent Ordinary Shares or Parent ADSs (with an exercise priceper Parent Ordinary Shares or Parent ADS, as applicable, equal to £0.001 per Parent Ordinary Share or £0.006 per Parent ADS)(each, an “Adjusted Restricted Stock Unit Equivalent”), granted under one of Parent’s incentive equity plans on substantiallysimilar terms and conditions as were applicable under such Company Restricted Stock Unit immediately prior to the Effective Time, exceptfor terms rendered inoperative by reason of the transactions contemplated by this Agreement, such other administrative or ministerialchanges as in the reasonable determination of Parent are appropriate to conform the administration of the Adjusted Restricted Stock UnitEquivalent with other awards under Parent’s equity plans and prevent any distortion in the intended economics of the Company RestrictedStock Units (other than the payment of the applicable exercise price), and except as provided in the following sentence. The number ofParent Ordinary Shares or Parent ADSs subject to the Adjusted Restricted Stock Unit Equivalent shall be equal to the product of (i) thetotal number of shares of Company Common Stock subject to such Company Restricted Stock Unit immediately prior to the Effective Time multipliedby (ii) the Ordinary Share Exchange Ratio or the Exchange Ratio, as applicable, with any fractional shares rounded down to the nearestwhole Parent Ordinary Share or Parent ADS, as applicable. The grant of the Adjusted Restricted Stock Unit Equivalents shall be effectedas of the Effective Time, or as soon thereafter as is reasonably practicable, taking into account Parent’s administrative procedures.Each Adjusted Restricted Stock Unit Equivalent may be granted subject to a condition that the grantee must comply with Parent’sand its equity administrator’s practices with respect to grants and acceptance of Parent equity award grants.

(c)            Assoon as practicable following the date of this Agreement, the Company Board (or, if applicable, any committee thereof administering theCompany’s 2018 Employee Stock Purchase Plan (the “ESPP”)) shall (i) amend the ESPP, effective immediately suchthat no additional Offering (as defined in the ESPP) shall be commenced between the date of this Agreement and the Effective Time, (ii) providethat each Offering that would otherwise extend beyond the Effective Time shall have an Exercise Date (as defined in the ESPP) that isno later than seven (7) Business Days prior to the anticipated Effective Time, (iii) provide that each ESPP participant’saccumulated contributions under the ESPP shall be used to purchase shares of Company Common Stock in accordance with the ESPP, (iv) providethat the applicable purchase price for shares of Company Common Stock (as a percentage of the fair market value of Company Common Stock)shall not be decreased below the levels set forth in the ESPP as of the date of this Agreement, (v) provide that no participant inthe ESPP may increase his or her rate of payroll deductions used to purchase shares of Company Common Stock under the ESPP after the dateof this Agreement (provided that, for the avoidance of doubt, participants shall be entitled to withdraw from the ESPP in accordance withthe terms of the ESPP as in effect as of the date of this Agreement), (vi) provide that only participants in the ESPP as of the dateof this Agreement may continue to participate in the ESPP after the date of this Agreement, and (vii) provide that the ESPP shallterminate in its entirety as of the Effective Time and no further rights shall be granted or exercised under the ESPP thereafter.

(d)            Asof the Effective Time, the Company Equity Plan and ESPP shall terminate and all rights under any provision of any other plan, programor arrangement providing for the issuance or grant of any Equity Interest or other interest in respect of the capital stock of the Companyshall be cancelled without consideration payable therefor, except to the extent provided in this Section 2.4.

(e)            Priorto the Effective Time, the Company Board (or the appropriate committee of the Company Board) shall adopt such resolutions andshall take such other actions as are required to approve the transactions contemplated by this Section 2.4. Prior to adoptingany such resolutions, the Company shall provide Parent with a reasonable opportunity to review and comment upon such resolutions and shallconsider any comments from Parent thereon in good faith.

(f)            Parentshall file and cause to be effective as of no later than thirty (30) days following the Closing Date an effective registration statementunder the Securities Act on Form S-8 or other applicable form under the Securities Act, relating to Parent Ordinary Shares to berepresented by Parent ADSs issuable with respect to all Adjusted Options and Adjusted Restricted Stock Unit Equivalents, and Parent shalluse its commercially reasonable efforts to maintain the effectiveness of such registration statement(s) for so long as such AdjustedOptions and Adjusted Restricted Stock Unit Equivalents remain outstanding.

2.5            Withholding.Parent (or, as directed by Parent, the Company or the Surviving Corporation) and any other applicable withholding agent shall be entitledto deduct and withhold, or cause the Exchange Agent (each, a “Withholding Party”) to deduct and withhold, from any considerationdeliverable pursuant to this Agreement to any holder or former holder of shares of Company Common Stock, Company Options or Company RestrictedStock Units such amounts as are required to be deducted or withheld therefrom under the Code or any provision of applicable Tax Law orunder any other applicable legal requirement, other than any amounts in respect of stamp duty in the United Kingdom or stamp duty reservetax in the United Kingdom , which shall be borne solely by the Parent; provided, however, that other than with respect to(a) any compensatory consideration subject to compensatory withholding, (b) any backup withholding under Section 3406 ofthe Code, or (c) any withholding as a result of the failure to deliver the certificate required to be delivered under Section 7.2(d) beforemaking any deduction or withholding pursuant to this Section 2.5 a Withholding Party shall use commercially reasonable efforts togive the Company reasonably prompt notice of any anticipated deduction or withholding to provide the Company with sufficient opportunityto provide any forms or other documentation to take such other steps in order to avoid such deduction or withholding and shall reasonablyconsult and cooperate with the Company in good faith, at the Company’s sole expense, to attempt to reduce or eliminate any amountsthat would otherwise be deducted or withheld pursuant to this Section 2.5. To the extent consideration is so deducted or withheldand the amounts in respect thereof timely remitted to the applicable Governmental Authority, such consideration shall be treated for allpurposes under this Agreement as having been made to the person with respect to which such deduction and withholding was made. Notwithstandinganything to the contrary in this Agreement, any compensatory consideration deliverable pursuant to or as contemplated by this Agreementand subject to compensatory withholding the amounts in respect thereof shall be remitted by the applicable payer to the employer for paymentthrough such employer’s payroll procedure in accordance with applicable Law.

Section 3

REPRESENTATIONSAND WARRANTIES OF THE COMPANY

Except (i) as expresslydisclosed in the Company SEC Documents (as defined below) filed with or furnished to the SEC by the Company and publicly available onthe SEC’s Electronic Data Gathering Analysis and Retrieval System (“EDGAR”), in each case, prior to the date of thisAgreement (but, in each case, excluding any risk factor disclosures contained under the heading “Risk Factors,” any disclosureof risks included in any “forward-looking statements” disclaimer or any other statements that are similarly non-specific orpredictive or forward-looking in nature) or (ii) as set forth in the disclosure letter delivered by the Company to Parent (the “CompanyDisclosure Letter”) prior to the execution of this Agreement, which Company Disclosure Letter identifies items of disclosure byreference to a particular section or subsection of this Agreement (provided, however, that any information set forth in one section orsubsection of the Company Disclosure Letter also shall be deemed to apply to each other section and subsection of this Agreement to whichits applicability is reasonably apparent from the text of the disclosure), the Company hereby represents and warrants to Parent and MergerSub as follows:

3.1            Organization,Standing and Corporate Power.

(a)            Eachof the Company and its subsidiaries is a corporation or other legal entity duly organized and validly existing under the Laws of the jurisdictionof its incorporation, formation or organization, as the case may be, and has all requisite corporate, partnership or similar power andauthority necessary to own, lease and operate all of its properties and assets and to carry on its business as currently conducted, exceptfor such failures to be duly organized or validly existing or to have corporate, partnership or similar power or authority that wouldnot reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

(b)            Eachof the Company and its subsidiaries is duly licensed or qualified to do business and is in good standing (or equivalent status, to theextent such concept exists) in each jurisdiction in which the nature of the business currently conducted by it or the character or locationof the properties and assets currently owned or leased by it makes such licensing or qualification necessary, except where the failureto be so licensed, qualified or in good standing (or equivalent status) would not reasonably be expected, individually or in the aggregate,to have a Company Material Adverse Effect.

(c)            TheCompany has made available to Parent true and complete copies of the Company Charter and by-laws of the Company (together, the “CompanyCharter Documents”) in each case, as amended to the date of this Agreement. The Company Charter Documents and organizational orgoverning documents of each of its subsidiaries are in full force and effect and the Company is not in violation of any of the provisionsof the Company Charter Documents and none of the Company’s subsidiaries is in violation of any of the provisions of its organizationalor governing documents except, in each case, where such failures or violations would not reasonably be expected, individually or in theaggregate, to have a Company Material Adverse Effect.

3.2            CorporateAuthorization.

(a)            TheCompany has all necessary corporate power and authority to execute and deliver this Agreement and all other agreements and documents contemplatedhereby to which it is a party and, subject to obtaining the Company Stockholder Approval (as defined below), to perform its obligationshereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement,and the consummation by it of the transactions contemplated hereby, have been duly authorized and adopted by the Company Board. Exceptfor (i) obtaining the affirmative vote of the holders of a majority of the issued and outstanding shares of Company Common Stockin favor of the adoption of this Agreement and the Merger (the “Company Stockholder Approval”) and (ii) filing the Certificateof Merger with the Secretary of State of the State of Delaware, no other corporate action or proceeding on the part of the Company isnecessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by it of the transactionscontemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution anddelivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceableagainst the Company in accordance with its terms, except that such enforceability (A) may be limited by bankruptcy, insolvency, fraudulenttransfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’rights generally and (B) is subject to general principles of equity, whether considered in a proceeding at Law or in equity (clauses(A) and (B) together, the “Bankruptcy and Equity Exception”).

(b)            Ata meeting duly called and held, the Company Board, by resolutions duly adopted at such meeting (which resolutions have not as of the datehereof been subsequently rescinded, modified or withdrawn), has (i) unanimously determined that the terms of the Merger and the othertransactions contemplated hereby are advisable, fair to and in the best interests of the Company and its stockholders, (ii) unanimouslyapproved, adopted and declared advisable this Agreement and the transactions contemplated hereby, (iii) unanimously resolved, subjectto Section 5.3(c), to recommend that the Company’s stockholders adopt this Agreement and the transactions contemplated hereby(the “Company Recommendation”) and (iv) has directed that this Agreement and the transactions contemplated hereby besubmitted to the Company’s stockholders for adoption.

3.3            GovernmentalAuthorization. Except for (a) filings required under, and compliance with other applicable requirements of, (i) the SecuritiesAct, the Exchange Act, and any other applicable federal securities Laws, (ii) state securities or “blue sky” Laws and(iii) the rules and regulations of The Nasdaq Global Select Market (“Nasdaq”), (b) the filing of the Certificateof Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and (c) filings required under and compliancewith other applicable requirements of any foreign Antitrust Laws, no consents or approvals of, or filings with, any Governmental Authorityare necessary for the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactionscontemplated hereby, other than such other consents, approvals or filings that, if not obtained, made or given, would not reasonably beexpected, individually or in the aggregate, to have a Company Material Adverse Effect. The Company does not engage in any activities thatwould require a mandatory filing pursuant to the United Kingdom’s National Security and Investment Act 2021 (including any relatedor ancillary regulations) as a result of the transactions contemplated by this Agreement.

3.4            NoConflict. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Merger orthe other transactions contemplated hereby, nor compliance by the Company with any of the provisions of this Agreement, shall (a) assumingthat the Company Stockholder Approval is obtained, conflict with or violate the Company Charter Documents, (b) assuming that theconsents, approvals and filings referred to in Section 3.3 and the Company Stockholder Approval are obtained and made, violate anyRestraint or Law applicable to the Company or any of its subsidiaries, or (c) violate, breach, result in the loss of any benefitunder, conflict with any provisions of, or constitute a default (or an event which, with the notice or lapse of time, or both, would constitutea default) under, result in the termination of or a right of termination or cancellation under, cause any payment under or acceleratethe performance required by, or result in the creation of any Lien (other than a Company Permitted Lien) upon the respective propertiesor assets, of the Company or any of its subsidiaries under, any Company Material Contract, except in the case of clauses (b) and(c) as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

3.5            Capitalization.

(a)            Asof the close of business on March 1, 2023 (the “Capitalization Date”), the authorized capital stock of the Company consistedof (i) 150,000,000 shares of Company Common Stock, of which 39,244,199 shares were issued and outstanding and no shares were heldin the treasury of the Company and (ii) 10,000,000 shares of the Company’s undesignated preferred stock, par value $0.0001per share (“Company Preferred Stock”), of which no shares were issued and outstanding. There are no other classes of capitalstock of the Company authorized or issued and outstanding. All issued and outstanding shares of the capital stock of the Company are dulyauthorized, validly issued, fully paid and non-assessable, and no class of capital stock is entitled to preemptive rights. All issuedand outstanding shares of Company Common Stock are in the form of Book-Entry Shares.

(b)            Asof the Capitalization Date, the Company has reserved 10,582,464 shares of Company Common Stock for issuance pursuant to the Company EquityPlans and 583,491 shares of Company Common Stock for issuance pursuant to the ESPP. As of the Capitalization Date, there were outstanding(i) Company Options to acquire 3,606,588 shares of Company Common Stock, (ii) Company Restricted Stock Units with respect to1,133,815 shares of Company Common Stock and (iii) no shares of Company Common Stock subject to outstanding purchase rights underthe ESPP (estimated based on the fair market value of a share of Company Common Stock on such date).

(c)            Fromthe close of business on the Capitalization Date through the date of this Agreement, there have been no issuances of shares of CompanyCommon Stock, Company Preferred Stock or any other Equity Interests of the Company other than issuances of shares of Company Common Stockpursuant to the exercise of Company Options and the vesting and settlement of Company Restricted Stock Units, in each case, outstandingas of the Capitalization Date under the Company Equity Plans. As of the close of business on the Capitalization Date, other than purchaserights under the ESPP, the Company has not granted any other Equity Interests or any other rights to a third party to acquire capitalstock from the Company other than the Company Options and the Company Restricted Stock Units set forth in Section 3.5(c) ofthe Company Disclosure Letter. Section 3.5(c) of the Company Disclosure Letter sets forth a true and complete list, as of theCapitalization Date, of each outstanding Company Option and Company Restricted Stock Unit award and, with respect to each, (i) thenumber of shares of Company Common Stock (vested and unvested) subject to such Company Option or Company Restricted Stock Unit award,as applicable, (ii) status of the Company Option as an incentive stock option within the meaning of Section 422 of the Code,(iii) the name of the holder, (iv) the date of grant, (v) the expiration date and, (vi) where applicable, the exerciseprice thereof. No Company Option has been granted with a per share exercise price that is less than the fair market value of a share ofCompany Common Stock on the date such Company Option was granted. Each Company Restricted Stock Unit and Company Option was granted inall material respects in accordance with the terms of the applicable Company Equity Plan and applicable Laws, including Nasdaq listingrules. The Company has the requisite power and authority, in accordance with the Company Equity Plans and the ESPP, the applicable awardagreements and any other applicable Contract, to take the actions contemplated by Section 2.4.

(d)            Asof the close of business on the Capitalization Date, no bonds, debentures, notes or other Indebtedness of the Company having the rightto vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stockof the Company may vote are issued or outstanding.

(e)            Asof the date of this Agreement, (i) there are no outstanding obligations of the Company to repurchase, redeem or otherwise acquireany shares of capital stock of the Company or any of its subsidiaries except for purchases, redemptions or other acquisitions of capitalstock or other securities (A) required by the terms of the Company Equity Plan, (B) in order to pay Taxes or satisfy withholdingobligations in respect of such Taxes in connection with awards under the Company Equity Plan or otherwise, or (C) as required bythe terms of, or necessary for the administration of, any plans, arrangements or agreements existing on the date of this Agreement andset forth on Section 3.5(e) of the Company Disclosure Letter between the Company or any of its subsidiaries and any directoror employee of the Company or any of its subsidiaries, (ii) there are no outstanding stock-appreciation rights, security-based performanceunits, “phantom” stock or other security rights or other agreements, arrangements or commitments of any character (contingentor otherwise) to which the Company is a party, in each case pursuant to which any person is entitled to receive any payment from the Companybased in whole or in part on the value of any capital stock of the Company (other than under the Company Equity Plans), and (iii) thereare no outstanding obligations of the Company to accelerate the vesting of any Equity Interests of the Company under any provision ofany Company Equity Plans or any Contract or other agreement evidencing any outstanding Company Options or Company Restricted Stock Units.

(f)            Exceptfor the Company Voting Agreement or as otherwise set forth on Section 3.5(f) of the Company Disclosure Letter, as of the dateof this Agreement, there are no outstanding obligations of the Company (i) restricting the transfer of, (ii) affecting the votingrights of, (iii) requiring the sales, issuance, repurchase, redemption or disposition of, or containing any right of first refusalwith respect to, (iv) requiring the registration for sale of or (v) granting any preemptive or anti-dilutive rights with respectto any shares of Company Common Stock, Company Preferred Stock or other Equity Interests in the Company.

3.6            Subsidiaries.

(a)            Otherthan the subsidiaries of the Company, the Company does not own or control, directly or indirectly, any membership interest, partnershipinterest, joint venture interest, other Equity Interest or any other capital stock of any person, and there are no silent partnerships,sub-partnerships and/or similar rights with respect to the Company or any subsidiary of the Company.

(b)            Alloutstanding shares of capital stock, voting securities or other Equity Interests of each subsidiary of the Company are duly authorized,validly issued, fully paid and non-assessable (where such concept is applicable under applicable Law) and all such securities are ownedbeneficially and of record by the Company or another wholly-owned subsidiary of the Company free and clear of all Liens (other than CompanyPermitted Liens). As of the date of this Agreement, other than the Company Voting Agreement, there are no outstanding obligations of anysubsidiary of the Company (i) restricting the transfer of, (ii) affecting the voting rights of, (iii) requiring the sales,issuance, repurchase, redemption or disposition of, or containing any right of first refusal with respect to, (iv) requiring theregistration for sale of or (v) granting any preemptive or anti-dilutive rights with respect to any shares of Equity Interests inany subsidiary of the Company.

(c)            Thereare no (i) outstanding options or other rights of any kind which obligate the Company or any of its subsidiaries to issue, transfer,sell or deliver any shares of capital stock, voting securities or other Equity Interests of any subsidiary of the Company or any securitiesor obligations convertible into, exchangeable or exercisable for any shares of capital stock, voting securities or other Equity Interestsof a subsidiary of the Company or (ii) other options, calls, warrants or other rights, agreements, arrangements or commitments relatingto the capital stock, voting securities or other Equity Interests of any subsidiary of the Company to which the Company or any of itssubsidiaries is a party.

(d)            Section 3.6(d) ofthe Company Disclosure Letter sets forth, as of the date hereof, for each of the Company’s subsidiaries and joint ventures: (i) itsjurisdiction of organization, (ii) its authorized capital stock or other Equity Interests, (iii) the number of its outstandingshares of capital stock or other Equity Interests and type(s) of such outstanding shares of capital stock or other Equity Interestsand (iv) the record owner(s) thereof. Except for the ownership of Equity Interests in the Company’s subsidiaries and investmentsin marketable securities and cash equivalents, none of the Company or any of its subsidiaries owns directly or indirectly any Equity Interestin any person, or has any obligation or has made any commitment to acquire any such Equity Interest, to provide funds to, or to make anyinvestment (in the form of a loan, capital contribution or otherwise) in, any of its subsidiaries or any other person that is or wouldreasonably be expected to be, individually or in the aggregate, material to the Company and its subsidiaries, taken as a whole.

3.7            SECFilings and the Sarbanes-Oxley Act.

(a)            Allof the reports, statements, schedules, forms and other documents filed or required to be filed by the Company with the SEC (such reports,statements, schedules, forms and other documents filed by the Company and those filed by the Company subsequent to the date hereof, collectively,and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Company SECDocuments”) and all of the reports, statements, schedules, forms and other documents furnished or required to be furnished by theCompany to the SEC (such reports, statements, schedules, forms and other documents furnished by the Company and those furnished by theCompany subsequent to the date hereof, collectively, the “Company Furnished Documents”), in each case in respect of reportingperiods commencing on or after January 1, 2020 (including any notice required under Section 13(r) of the Exchange Act)have been timely filed or furnished, as applicable. As of their respective filing dates, such Company SEC Documents and Company FurnishedDocuments complied, or, if not yet filed or furnished, shall comply, in all material respects with applicable Law, including the SecuritiesAct, the Exchange Act and the Sarbanes-Oxley Act, and none of such Company SEC Documents or Company Furnished Documents as of their respectivefiling dates contained, and no Company SEC Document or Company Furnished Document as of their respective filing date shall contain, anyuntrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make thestatements therein, in light of the circumstances under which they were made, not misleading. The Company has made available to Parentcopies of all comment letters received by the Company from the SEC in respect of reporting periods commencing on or after January 1,2020 and relating to such Company SEC Documents and Company Furnished Documents, together with all written responses of the Company thereto,other than such comment letters or responses available on EDGAR. As of the date of this Agreement, there are no outstanding or unresolvedcomments received from the SEC staff with respect to the Company SEC Documents or Company Furnished Documents. To the knowledge of theCompany, as of the date hereof, there are no internal or third party inquiries or investigations regarding accounting practices of theCompany or otherwise regarding the Company.

(b)            Allof the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in theCompany SEC Documents (together with the related notes and schedules thereto, the “Company Financial Statements”) compliedat the time they were filed in all material respects with the applicable accounting requirements and the published rules and regulationsof the SEC with respect thereto in effect at the time of filing, were prepared in accordance with GAAP (except as may be indicated inthe notes thereto), applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairlypresent in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the datesthereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the financialstatements for any quarter of the current fiscal year, to normal year-end audit adjustments).

(c)            Neitherthe Company nor any of its subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheetpartnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or amongthe Company and any of its subsidiaries, on the one hand, and any unconsolidated Affiliate, on the other hand), including any structuredfinance, special purpose or limited purpose entity or person, or any “off-balance sheet arrangements” (as defined in Item303(a) of Regulation S-K), where the result, purpose or effect of such Contract is to avoid disclosure of any material transactioninvolving, or material liabilities of, the Company or any of its subsidiaries in the Company’s or any of its subsidiaries’published financial statements or any Company SEC Documents.

(d)            Eachof the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executiveofficer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications requiredby Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act, in each case, with respect tothe Company SEC Documents, and the statements contained in such certifications were true and complete on the date such certificationswere made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shallhave the meanings given to such terms in the Sarbanes-Oxley Act. No executive officer of the Company has failed to make the certificationsrequired of him or her under Section 302 or 906 of the Sarbanes-Oxley Act with respect to any Company SEC Document, except as disclosedin certifications filed with the Company SEC Documents. Since January 1, 2020 through the date of this Agreement, (i) neitherthe Company nor any of the Company’s subsidiaries, nor, to the knowledge of the Company, has any director or executive officer ofthe Company or any of the Company’s subsidiaries received any material complaint, allegation, assertion or claim, that the Companyor any of its subsidiaries has engaged in improper, illegal or fraudulent accounting or auditing practices, and (ii) to the knowledgeof the Company, no attorney representing the Company or any of its subsidiaries, whether or not employed by the Company or any of itssubsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Companyor any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any director or officer ofthe Company.

(e)            TheCompany has established and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and15d-15(f) promulgated by the SEC under the Exchange Act) sufficient to provide reasonable assurance that (i) transactions areexecuted in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary topermit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets ispermitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability forassets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(f)            TheCompany’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), asrequired by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are reasonably designed to ensure that all information requiredto be disclosed by the Company in the reports it files or submits under the Exchange Act is made known to the chief executive officerand the chief financial officer of the Company by others within the Company to allow timely decisions regarding required disclosure asrequired under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’srules and forms. The Company has evaluated the effectiveness of the Company’s disclosure controls and procedures and, to theextent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q,or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the periodcovered by such report or amendment based on such evaluation.

(g)            SinceJanuary 1, 2020, the Company has not received any oral or written notification of any (x) “significant deficiency”or (y) “material weakness” in the Company’s internal controls over financial reporting. There is no outstanding “significant deficiency” or “material weakness” which the Company’s independent accountants certify hasnot been appropriately and adequately remedied by the Company. For purposes of this Agreement, the terms “significant deficiency”and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company AccountingOversight Board.

(h)            TheCompany is in compliance in all material respects with all current listing and corporate governance requirements of Nasdaq, and is incompliance in all material respects with all rules, regulations and requirements of the Sarbanes-Oxley Act, the Dodd-Frank Wall StreetReform and Consumer Protection Act and the SEC. Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3), sinceJanuary 1, 2020, neither the Company nor any of its subsidiaries has made, arranged, modified (in any material way), or forgivenpersonal loans to any executive officer or director of the Company. Since January 1, 2020 to the knowledge of the Company, no employeeof the Company or any of its subsidiaries has provided or is providing information to any law enforcement agency or Governmental Authorityregarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirementsof the type described in Section 806 of the Sarbanes-Oxley Act by the Company or any of its subsidiaries.

3.8            InformationSupplied. The information relating to the Company and its subsidiaries in the proxy statement to be provided to the Company’sstockholders in connection with the Company Stockholders Meeting (as defined below) and prospectus relating to the Parent ADSs (or theParent Ordinary Shares represented thereby) to be offered pursuant to this Agreement and the Merger (such proxy statement and prospectusand any amendment thereof or supplement thereto, the “Proxy Statement/Prospectus”) and the registration statement on Form S-4(of which the Proxy Statement/Prospectus shall form a part) with respect to the issuance of the Parent ADSs (or the Parent Ordinary Sharesrepresented thereby) in the Merger (such registration statement together with the amendments and supplements thereto, the “Form S-4”)and any other documents filed or furnished with or to the SEC pursuant to the Securities Act or the Exchange Act, in each case in connectionwith the Merger shall not, on the date the Form S-4 is declared effective (and any amendment or supplement thereto), the date theProxy Statement/Prospectus is mailed to the Company’s stockholders and at the time of the Company Stockholders Meeting, containany untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to makethe statements therein, in the light of the circumstances under which they are made, not misleading. No representation is made by theCompany with respect to statements made in the Proxy Statement/Prospectus, the Form S-4 or any other document filed or furnishedwith or to the SEC or pursuant to the Securities Act or Exchange Act based on information supplied by Parent expressly for inclusion therein.The portions of the Proxy Statement/Prospectus relating to the Company shall comply in all material respects with the provisions of theExchange Act, the Securities Act and the rules and regulations thereunder.

3.9            Absenceof Certain Changes. Since December 31, 2021 through the date hereof, the Company and each of its subsidiaries have conductedtheir respective businesses in the ordinary course consistent with past practices in all material respects and there has not been (a) anyevent, occurrence, development or state of circumstances, facts or condition in such period that has had or would reasonably be expected,individually or in the aggregate, to have a Company Material Adverse Effect or (b) any action taken by the Company or any of itssubsidiaries that, if taken during the period from the date of this Agreement through the Effective Time without Parent’s consent,would constitute a breach of Section 5.1(b) (other than clauses (ii), (xiii) or (xiv) thereof).

3.10          NoUndisclosed Liabilities. Except as disclosed in the Company Financial Statements filed prior to the date hereof and except for liabilitiesincurred in the ordinary course of business since September 30, 2022, the Company and its subsidiaries do not have any liabilitiesof any nature, whether accrued, absolute, contingent, direct or indirect that are payable by the Company, or otherwise, required by GAAPto be reflected or reserved against in the Company Financial Statements, other than liabilities that would not reasonably be expected,individually or in the aggregate, to have a Company Material Adverse Effect.

3.11          Compliancewith Laws and Court Orders. Since January 1, 2020, the Company and its subsidiaries are and have been in compliance with allLaws applicable to them, any of their properties or other assets or any of their respective businesses or operations, except where anysuch failure to be in compliance would not, individually or in the aggregate, reasonably be expected to have a Company Material AdverseEffect. To the knowledge of the Company, as of the date hereof, no investigation or review by any Governmental Authority with respectto the Company or any of its subsidiaries is pending or threatened except for any investigations or reviews that would not, individuallyor in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

3.12          MaterialContracts.

(a)            Asof the date of this Agreement, none of the Company, any of its subsidiaries or their respective properties or other assets is a partyto or bound by any Contract (other than Company Plans):

(i)            pursuantto which the Company, any of its subsidiaries or any other party thereto has material continuing obligations, rights or interests andincluding annual payments made by the Company and its subsidiaries of $700,000 or more relating to the research, development, clinicaltrial, distribution, supply, manufacture, marketing or co-promotion of, or collaboration with respect to, any product candidate for whichthe Company or any of its subsidiaries is currently engaged in research or development, including but not limited to: (A) materialmanufacture or supply services or material Contracts with contract research organizations for clinical trials-related services; (B) materialtransfer Contracts for pre-clinical products or clinical products of the Company or any of its subsidiaries with commercial, pharmaceuticalor biotechnology companies; (C) Contracts involving the payment of royalties or other amounts calculated based upon the revenuesor income of the Company or any of its subsidiaries or income or revenues related to any clinical product candidate of the Company orany of its subsidiaries; and (D) Contracts pursuant to which the Company has minimum purchase obligations;

(ii)           thatcontains any non-compete or exclusivity provision or limits, curtails or restricts the ability of the Company or any of its subsidiaries(or which following the consummation of the Merger and the other transactions contemplated hereby would reasonably be expected to limitthe ability of the Surviving Corporation) in a manner that is material to the business of the Company and its subsidiaries, taken as awhole, as currently conducted (A) to compete in any line of business, in any geographic area or with any person and (B) to sellto or purchase from any other person or entity;

(iii)          thatrequires the Company, or any successor to, or acquirer of, the Company, to make any payment to another person, or requires the consentof another person, in each case in connection with a change of control of the Company or gives another person a right to receive or electto receive a change of control payment;

(iv)          thatis a joint venture or partnership agreement or other similar agreement or arrangement;

(v)           forthe acquisition, disposition or lease of businesses (whether by merger, purchase or sale of stock or assets or otherwise) entered intosince January 1, 2020;

(vi)          thatis a loan or credit agreement, indenture, note or other Contract or instrument relating to or evidencing Indebtedness for borrowed money(including any guarantee thereto) or any Contract pursuant to which Indebtedness for borrowed money may be incurred or guaranteed, includingany Contract that is a financial derivatives master agreement or confirmation, or futures account opening agreement and/or brokerage statement,evidencing financial hedging or similar trading activities;

(vii)         thatis a mortgage, pledge, security agreement, deed of trust, capital lease or similar agreement that creates or grants a Lien on any materialproperty or asset of the Company or any of its subsidiaries, in each case involving annual payments of more than $250,000;

(viii)        thatis a Collective Bargaining Agreement (as defined below);

(ix)          thatcontains any “standstill” or similar agreement to which the Company or any of its subsidiaries has agreed not to acquire assetsor securities of another person;

(x)           thatis a Contract granting a right of first refusal or first negotiation to any third party over any material assets of the Company;

(xi)          thatis a Contract, including any ancillary or subagreements thereto, with any contract research organization or other agreement, includingany ancillary or subagreements thereto, with a third party which is conducting one or more clinical studies on behalf of the Company orits subsidiaries and is reasonably expected to require payment of more than $700,000 within twelve (12) months prior to or after the dateof this Agreement;

(xii)         involvesthe use or license by the Company or its subsidiaries of any material Software used by the Company or its subsidiaries in the businessof the Company as presently conducted (other than non-customized Software subject to shrink-wrap, click-wrap and off-the-shelf or commerciallyavailable Software), in each case involving annual payments of more than $200,000;

(xiii)        isan IP Agreement set forth in Section 3.15(h) or 3.15(i) of the Company Disclosure Letter or involves the joint developmentof products or technology with a third party; or

(xiv)        thatis any Contract that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC).

(xv)         AllContracts, arrangements, commitments or understandings described in this Section 3.12(a), together with each Company Real PropertyLease (as defined below), shall be collectively referred to as the “Company Material Contracts.”

(b)            Except,in each case, as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Company andits subsidiaries, taken as a whole, as of the date hereof, (i) each of the Company Material Contracts is valid, binding and in fullforce and effect with respect to the Company and its subsidiaries party thereto and, to the knowledge of the Company, each other partythereto and enforceable, in all material respects, in accordance with its terms by the Company and its subsidiaries party thereto (subjectto the Bankruptcy and Equity Exception); (ii) the Company and each of its subsidiaries has performed all material obligations requiredto be performed by them under the Company Material Contracts to which they are parties; (iii) to the knowledge of the Company, eachother party to a Company Material Contract has performed all material obligations required to be performed by it under such Company MaterialContract and (iv) to the knowledge of the Company, no party to any Company Material Contract has given the Company or any of itssubsidiaries written notice of its intention to cancel, terminate, change the scope of rights under or fail to renew any Company MaterialContract and neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any other party to any Company MaterialContract, has repudiated in writing any material provision thereof. Neither the Company nor any of its subsidiaries has knowledge of,or has received written notice of, any violation or default by the Company under any Company Material Contract or any other Contract towhich it is a party or by which it or any of its material properties or assets is bound, except for violations or defaults that have notbeen and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its subsidiaries, takenas a whole. True, unredacted and complete copies of all of the Company Material Contracts have been made available to Parent.

3.13          Litigation.Except as would not have a Company Material Adverse Effect, there is no material complaint, claim, action, charge, suit, arbitration,mediation, investigation or proceeding (each, an “Action”) pending or, to the knowledge of the Company, any Action or investigationpending and not served or threatened, to which the Company or any of its subsidiaries is a party. There are no material outstanding judgments,writs, injunctions, decrees or orders of any Governmental Authority against or binding on the Company or its subsidiaries. There are nointernal investigations or internal inquiries that, since January 1, 2020, have been conducted by or at the direction of the CompanyBoard (or any committee thereof) concerning any financial, accounting or other misfeasance or malfeasance issues.

3.14          Properties.

(a)            Neitherthe Company nor any of its subsidiaries owns or has ever owned any real property.

(b)            Section 3.14(b) ofthe Company Disclosure Letter sets forth a true and complete list of all real property leased, subleased or otherwise occupied by theCompany or any of its subsidiaries as tenant, subtenant or occupant as of the date of this Agreement and material to the business of theCompany and its subsidiaries, taken as a whole (collectively, the “Company Leased Real Property”). No Company Leased RealProperty is subject to any Lien, including without limitation, any right to the use or occupancy of any Company Leased Real Property,other than Company Permitted Liens. Each Company Real Property Lease constitutes the entire agreement between the parties thereto withrespect to the Company Leased Real Property leased thereunder, and is, with respect to the Company or the applicable subsidiary of theCompany, a valid and subsisting agreement in full force and effect and constitutes a valid, binding and enforceable obligation of theCompany or the applicable subsidiary of the Company, subject to the Bankruptcy and Equity Exception. As of the date hereof, the Companyhas not received any written notice of termination or cancellation of or of a breach or default under any Company Real Property Leasethat remains uncured as of the date of this Agreement nor, to the knowledge of the Company, has any event occurred which, with noticeor lapse of time or both, would constitute a breach or default under any such Company Real Property Lease, or permit the termination orcancellation of any such Company Real Property Lease. With respect to the Company Leased Real Property, Section 3.14(b) of theCompany Disclosure Letter also contains a true and complete list as of the date hereof of all agreements under which the Company or anyof its subsidiaries is, as of the date hereof, the landlord, sublandlord, tenant, subtenant or occupant that have not been terminatedor expired as of the date hereof and are material to the business of the Company and its subsidiaries, taken as a whole (each a “CompanyReal Property Lease”). The Company has heretofore made available to Parent true and complete copies of the Company Real PropertyLeases.

(c)            Withrespect to each of the Company Leased Real Properties, neither the Company nor any of its subsidiaries has exercised or given any noticeof exercise of any option or right of first offer or right of first refusal to purchase, expand, renew or terminate contained in the CompanyReal Property Leases.

(d)            Neitherthe Company nor any of its subsidiaries has received written notice of any proceedings in eminent domain, condemnation or other similarproceedings that are pending, and the Company has not received written notice threatening any such proceedings, in each case, affectingany material portion of the Company Leased Real Property. Neither the Company nor any of its subsidiaries has received written noticeof the existence of any outstanding writ, injunction, decree, order or judgment or of any pending proceeding pertaining to or affectingany material portion of the Company Leased Real Property. As of the date hereof, none of the material improvements located on any parcelof Company Leased Real Property that is material to the business of the Company and its subsidiaries, taken as a whole, has been damagedby a fire or other casualty and not been restored and repaired either (i) to substantially the same condition they were in priorto such event or (ii) to a condition necessary for the use of the Company in the ordinary course.

(e)            Tothe knowledge of the Company, there are no conditions or defects, latent or otherwise, to the Company Leased Real Property that would,individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(f)            Noneof the Company’s or its subsidiaries’ current use of the Company Leased Real Property violates any restrictive covenant ofrecord that affects any of the Company Leased Real Property or any applicable Laws, in each case to the extent the same would reasonablybe expected to have a Company Material Adverse Effect.

3.15          IntellectualProperty.

(a)            TheCompany or its subsidiaries owns, is licensed under Inbound IP Agreements that are, to the knowledge of the Company, in full force andeffect, or otherwise has the right to use all Patents, Trademarks, Trade Secrets, Copyrights and all other Intellectual Property, allregistrations of any of the foregoing, or applications therefor, that the Company uses in its respective business as presently conductedor as currently contemplated by the Company to be conducted (collectively, and along with the Company Registered Intellectual Property,the “Company Intellectual Property”). The foregoing representation and warranty shall not be interpreted as a representationand warranty regarding infringement, misappropriation, or other violations of third party Intellectual Property, which is dealt with exclusivelyin Section 3.15(f). The Company and its subsidiaries possess legally sufficient and enforceable rights pursuant to written agreementsto use all Company Intellectual Property not solely owned by the Company or its subsidiaries as such Company Intellectual Property areused in the Company’s business as presently conducted or as currently contemplated by the Company to be conducted, in each casein accordance with the terms of the Inbound IP Agreements. Except as otherwise indicated in Section 3.15(a) of the Company DisclosureLetter, the Company or its subsidiaries is the sole and exclusive owner of all rights, title and interests in and to the Owned CompanyIntellectual Property, and the Owned Company Intellectual Property, and to the knowledge of the Company, all other Company IntellectualProperty, is free and clear of all Liens (other than Company Permitted Liens).

(b)            Section 3.15(b) ofthe Company Disclosure Letter sets forth as of the date hereof a true and complete list of all Patents, Trademarks, and registered Copyrights(i) that are owned or purported to be owned by the Company and its subsidiaries, (ii) that are exclusively licensed to the Companyor its subsidiaries or (iii) that are non-exclusively licensed to the Company or its subsidiaries and for which the Company or itssubsidiaries controls prosecution thereof ((i), (ii) and (iii) are collectively, the “Company Registered IntellectualProperty”), indicating for each (as applicable) the name of the current record owner(s), the applicable jurisdiction(s) theapplication or registration number(s) and the agreement under which the Company receives its license thereunder (if applicable).The Company Registered Intellectual Property owned by the Company or its subsidiaries, and, to the knowledge of the Company, all otherCompany Registered Intellectual Property is subsisting and in full force and effect, and has not been abandoned or dedicated to the publicdomain or adjudged invalid or unenforceable (other than such Company Registered Intellectual Property that is denoted by a GovernmentalAuthority as expired, lapsed or abandoned). All Company Registered Intellectual Property which has been issued, granted or registeredis, to the Company’s knowledge, valid and enforceable. Section 3.15(b) of the Company Disclosure Letter also sets forth,as of the date of this Agreement, a list of all Internet domain names with respect to which the Company or its subsidiaries is the registrantand any social media handles used by or owned by the Company or its subsidiaries.

(c)            Priorto the Closing, the Company shall provide Parent with (i) a schedule of any material Taxes, maintenance fees or actions with respectto Company Registered Intellectual Property, including as necessary for maintaining the Company Registered Intellectual Property in fullforce and effect, falling due within sixty (60) days of the Closing and (ii) a docket report showing all outstanding deadlines knownto the Company for Company Registered Intellectual Property. As of the Effective Time, the Company or the Company’s patent counselshall have completed the payment or filing of any pending Taxes, fees and actions for Company Registered Intellectual Property for whichthe Company is responsible for paying and that fall due within thirty (30) days following the Effective Time.

(d)            Withrespect to Company Registered Intellectual Property, the Company has taken reasonable steps to avoid revocation, cancellation, or lapseor otherwise materially adversely affecting its enforceability, use, or priority. With respect to Company Registered Intellectual Property,to the knowledge of the Company, all duties of disclosure, candor and good faith have been complied with. With respect to the CompanyRegistered Intellectual Property, to the knowledge of the Company, all other material procedural requirements have been complied with,including inventors having been properly identified on all Patents, all necessary affidavits of inventorship, ownership, use and continuinguse and other filings having been timely made, and all necessary maintenance fees and other fees timely paid to file, prosecute, obtainand maintain in effect all such rights in all material respects. Assignment documents have been validly executed and filed with relevantGovernmental Authorities to the extent necessary to transfer to the Company or its subsidiaries title to any of the Company’s orits subsidiaries owned Company Registered Intellectual Property previously owned by a third party and to record such transfer. To theknowledge of the Company, each of the Company’s or its subsidiaries’ owned Patents properly identifies each and every inventorof the claims thereof as determined in accordance with the laws of the jurisdiction in which such Patent was issued or such Patent applicationis pending. The named inventors of each of the Company’s or its subsidiaries’ owned Patents have assigned their rights underthe Company’s or its subsidiaries’ owned Patents to the Company or its subsidiaries, respectively. All assignments to theCompany or its subsidiaries of the Company Registered Intellectual Property owned by the Company or its subsidiaries, respectively, are,to the knowledge of the Company, valid and enforceable.

(e)            Tothe knowledge of the Company, since January 1, 2020, no third party has interfered with, infringed upon, misappropriated, diluted,violated, or asserted any competing claim of right to use or own any of the Company Intellectual Property. In particular, there is nolitigation, opposition, interference, inventorship challenge, refusal, cancellation, or proceeding pending, asserted or threatened inwriting against the Company or its subsidiaries concerning the validity, registrability, enforceability, duration, scope, priority, ownershipor other violation of any Company Intellectual Property or an exclusively licensed right to use any Company Intellectual Property exceptfor office actions and other ex parte proceedings in the ordinary course of prosecuting or maintaining the Owned Company IntellectualProperty. Since January 1, 2020, neither the Company nor its subsidiaries or its subsidiaries’ respective representatives havesent or otherwise made any communication to any third party regarding any alleged or suspected infringement, misappropriation, dilutionor violation of any Company Intellectual Property.

(f)            Tothe knowledge of the Company, the conduct of the business of the Company or its subsidiaries, as conducted since January 1, 2020,and as currently contemplated by the Company to be conducted, has not interfered with, infringed upon, misappropriated, diluted, or otherwiseviolated the Intellectual Property of third parties. To the knowledge of the Company, the practice and exploitation of the products, productcandidates and Company Intellectual Property, has not interfered with, infringed upon, misappropriated, diluted or otherwise violated,the Intellectual Property of third parties. No claim or action alleging infringement, misappropriation, dilution, or other violation ofany third party Intellectual Property is pending or, to the knowledge of the Company, threatened against the Company, its subsidiariesor any other person who may be entitled to be indemnified, defended, held harmless or reimbursed by the Company or its subsidiaries withrespect to such claim or action. Since January 1, 2020, neither the Company nor its subsidiaries has received any written (or tothe knowledge of Company, any non-written) charge, complaint, claim, demand, or notice (whether in writing, electronic form or otherwise)from any third party alleging or threatening to allege that the operation of the business of the Company and its subsidiaries as conductedsince January 1, 2020, and as contemplated to be conducted, has interfered with, infringed upon, misappropriated, diluted, or otherwiseviolated the Intellectual Property of such third party (including any invitation to license, any claim that the Company or its subsidiariesmust license, or any claim that the Company must refrain from using any Intellectual Property). To the knowledge of the Company, thereis no other assertion, threat, claim, complaint, or demand from any third party alleging that the operation of the business of Companyand its subsidiaries, or any of the products or services of the Company or its subsidiaries, has interfered with, infringed upon, misappropriated,diluted, or otherwise violated the Intellectual Property of any third party (including any invitation to license, any claim that the Companyor its subsidiaries must license, or any claim that the Company must refrain from using Intellectual Property rights).

(g)            Allprior art and information known to the Company and its subsidiaries and material to the patentability of the Patents included in the CompanyRegistered Intellectual Property has been disclosed to the relevant Governmental Authority during the prosecution of the Patents includedin the Company Registered Intellectual Property in accordance with applicable Laws. Neither the Company nor its subsidiaries nor, to theknowledge of the Company, any other person, has made any untrue statement of a material fact or fraudulent statement or omission to anyapplicable Governmental Authority regarding any pending or issued Patent claims included in the Company Registered Intellectual Property.

(h)            Section 3.15(h) ofthe Company Disclosure Letter sets forth as of the date hereof a true and complete list of all agreements under which the Company or itssubsidiaries has (i) been granted an exclusive or non-exclusive license under any Intellectual Property from a third party (otherthan immaterial non-exclusive licenses of Intellectual Property granted in the ordinary course of business, including Contracts underwhich the Company or any of its subsidiaries receives a non-exclusive license from a service provider or consultant to use confidentialinformation or background Intellectual Property of such service provider or consultant solely for the purpose of exploiting deliverablesprovided by such service provider or consultant), (ii) acquired or agreed to acquire any Intellectual Property from a third party,or (iii) received any option or other right from a third party to obtain a license under or acquire any Intellectual Property (“InboundIP Agreements”).

(i)            Section 3.15(i) ofthe Company Disclosure Letter sets forth as of the date hereof a true and complete list of all agreements under which the Company or itssubsidiaries has (i) granted an exclusive or non-exclusive license or covenant not to sue, under any Intellectual Property to a thirdparty (other than immaterial non-exclusive licenses of Intellectual Property granted in the ordinary course of business, including Contractsunder which the Company provides a limited, non-exclusive license to a service provider or consultant to use confidential informationor Intellectual Property of the Company solely for the purpose of providing the applicable services to the Company or any of its subsidiariesthereunder), (ii) assigned or agreed to assign any Intellectual Property to a third party, (iii)  granted any third party anoption or other right to obtain any such license, covenant not to sue, or assignment, or (iv) covenanted not to pursue patent protectionwith respect to any invention or technology (“Outbound IP Agreements” and together with the Inbound IP Agreements, the “IPAgreements”). The Company has provided Parent with true and correct copies of all IP Agreements, and any form of nondisclosure agreementor material transfer agreement used by the Company or its subsidiaries in the ordinary course of business.

(j)            Section 3.15(j) ofthe Company Disclosure Letter sets forth as of the date hereof all license, collaboration, or other agreements under which the Companyowes royalties or other financial obligations to third parties in connection with the sale of Company products and services. Except asset forth in Section 3.15(j) of the Company Disclosure Letter, neither the Company nor its subsidiaries has agreed to, nor hasan obligation to pay any third party royalties or payments in connection with the sale of Company products and services.

(k)            Afterthe Closing, the Company and its subsidiaries shall continue to own or have the valid right or enforceable licenses as are sufficientto use all of the Intellectual Property and technology used by the Company and its subsidiaries to the same extent as owned, possessed,utilized and had by the Company prior to the Closing. The execution of, the delivery of, the consummation of the Merger shall not resultin any: (i) loss, encumbrance on, or impairment of any Company Intellectual Property, including a third party gaining the right tomodify or terminate any IP Agreement, (ii) breach of any IP Agreement, (iii) the release, disclosure or delivery of any underCompany Intellectual Property by or to any escrow agent or other person, or (iv) grant, assignment or transfer to any other personof any license or other right or interest under, to or in any of the Company Intellectual Property.

(l)             Tothe knowledge of the Company, none of the activities of the employees of the Company or its subsidiaries violates any agreement or arrangementwhich any such employees have with former employers. All current and former employees and consultants who contributed to the discoveryor development of any material Owned Company Intellectual Property did so pursuant to written agreements assigning all rights to suchdeveloped subject matter to the Company or its subsidiaries.

(m)           Tothe knowledge of the Company, each current or former employee, contractor or consultant of the Company or its subsidiaries who has proprietaryknowledge of or information relating to material Trade Secrets of the Company or its subsidiaries has executed and delivered to the Companyor its subsidiaries an agreement or agreements restricting such person’s right to use and disclose such knowledge or informationof the Company or its subsidiaries.

(n)            Nosettlements, injunctions, forbearances to sue, consents, judgments, orders or similar obligations to which the Company or its subsidiariesis party: (i) restrict the use, exploitation, assertion or enforcement of any Company Intellectual Property anywhere in the world;(ii) restrict the conduct of the business of the Company, its subsidiaries or any of its respective employees as presently conductedand as contemplated to be conducted; or (iii) grant third parties any material or exclusive rights (including field and territory-limitedrights) under any Company Intellectual Property. After the Closing, no past or present director, officer, employee, consultant or independentcontractor of the Company or its subsidiaries shall own (or have any claim, or any right (whether or not currently exercisable) to anyownership interest, in or to) any Owned Company Intellectual Property or, to the knowledge of the Company, any other Company IntellectualProperty.

(o)            TheCompany and its subsidiaries have taken reasonable steps to protect the confidentiality and value of all material Trade Secrets and othermaterial confidential information that are owned, used or held in confidence by the Company or its subsidiaries, including entering intolicenses and contracts that require employees, licensees, contractors, and other persons with access to Trade Secrets or other confidentialinformation to safeguard and maintain the secrecy and confidentiality of such Trade Secrets. No material Trade Secret of the Company orits subsidiaries has been authorized to be disclosed or, to the knowledge of the Company, disclosed to any third party in violation ofconfidentiality obligations to the Company or its subsidiaries. To the knowledge of the Company, no party to a nondisclosure agreementwith the Company or its subsidiaries is in material breach or default thereof.

(p)            Nogovernment funding nor government, academic or non-profit research facilities or personnel were used, directly or indirectly, to developor create, in whole or in part, any of the Owned Company Intellectual Property, or, to the knowledge of the Company, any other CompanyIntellectual Property.

(q)            Exceptas has not reasonably expected to have a Company Material Adverse Effect: (i) the Software, hardware, databases, websites, computerequipment, servers, telecommunication systems, networks, interfaces, platforms, systems and other information technology or related infrastructurethat are owned, operated, leased, used in or necessary for the conduct of the business of the Company or its subsidiaries, including suchinformation technology or related infrastructure obtained or licensed from a vendor carrying out activities on behalf of the Company orits subsidiaries (collectively, the “Company Systems”) are lawfully owned, leased, or licensed by the Company or its subsidiaries,and are reasonably sufficient for the conduct of their respective businesses as presently conducted, (ii) since January 1, 2020,to the knowledge of the Company, there have been no failures, breakdowns, continued substandard performance or other adverse events affectingany such Company Systems that have caused or could reasonably be expected to result in the substantial disruption or interruption in orto the use of such Company Systems or the conduct of the business of the Company as presently conducted, and (iii) to the knowledgeof the Company, since January 1, 2020, there have not been any material incidents of unauthorized access or other security breachesof the Company Systems, and (iv) to the knowledge of the Company, the Company Systems do not contain any viruses, bugs, vulnerabilities,faults, or other disabling code that could (x) significantly disrupt or adversely affect the functionality or integrity of any CompanySystem, or (y) enable or assist any person to access Company Systems without proper authorization. To the knowledge of the Company,the Company Systems do not contain any “back door,” “time bomb,” “Trojan horse,” “worm,” “drop-dead device,” “virus,” malware or other Software routines or components intentionally designed to permitunauthorized access to, maliciously disable, maliciously encrypt, or erase Software, hardware, or data. To the knowledge of Company, theCompany and its subsidiaries are not in breach of any of their Contracts relating to material Company Systems. Since January 1, 2020,the Company and its subsidiaries have not been subjected to an audit of any kind in connection with any Contract pursuant to which theyuse any third party system, nor received any notice of intent to conduct any such audit.

3.16          Taxes.

(a)            (i) TheCompany and each of its subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) allmaterial Tax Returns required to be filed by any of them, and all such filed Tax Returns are true, correct and complete in all materialrespects; and (ii) the unpaid Taxes of the Company and each of its subsidiaries (A) did not, as of the date of their most recentconsolidated financial statements, materially exceed the reserve or accrual for Tax liability (excluding any reserve for deferred Taxesestablished to reflect timing differences between book and Tax income) set forth in the face of such consolidated financial statements(rather than in any notes thereto) and (B) shall not materially exceed that reserve as adjusted for the passage of time through theClosing Date in accordance with the past custom and practice of the Company and its applicable subsidiaries in filing its Tax Returns.

(b)            Sincethe date of their most recent consolidated financial statements, the Company and each of its subsidiaries have not (i) incurred anymaterial liability for Taxes other than in the ordinary course of business and (ii) taken any action that may result in tax or increasethe excise tax base as described in Section 4501 of the Code, Notice 2023-2 and any subsequent guidance implementing the foregoing.

(c)            Exceptas would not have a Company Material Adverse Effect, the Company and each of its subsidiaries:

(i)            havematerially complied with all applicable Laws, rules, and regulations relating to the payment and withholding of Taxes with respect toamounts owing to any employee, independent contractor, stockholder, creditor or third party within the time and in the manner prescribedby Law;

(ii)           havenot waived any statute of limitations with respect to any Taxes or agreed to any extension of time with respect to any Tax assessmentor deficiency, which waiver or extension is currently effective, other than in connection with an extension of time for filing a Tax Return;

(iii)          haveno pending or threatened audits, examinations, or assessments (or other similar proceedings initiated by a Governmental Authority) inrespect of Taxes or Tax matters to which the Company is a party;

(iv)          arenot and have not been a party to any Tax Sharing Agreement (other than an agreement exclusively between or among the Company and its subsidiariesor among the Company’s subsidiaries) pursuant to which it may have any obligation to make any payments for Taxes after the EffectiveTime and have no liability for Taxes of any person (other than the Company or any of its subsidiaries) under Treasury Regulations Section 1.1502-6(or any similar provision of state, local, or non-U.S. Law) or as transferee or successor;

(v)            haveno Liens for Taxes upon any property or assets of the Company or any of its subsidiaries, other than Company Permitted Liens describedin clause (i)of the definition thereof;

(vi)           havenot entered into any “closing agreement” under section 7121 of the Code, or other similar agreement with a Governmental Authorityin respect of Taxes that remains in effect, and no request for a ruling, relief, advice, or any other item that relates to the Taxesor Tax Returns of the Company or any of its subsidiaries is currently pending with any Governmental Authority, and no such ruling, reliefor advice has even been obtained; and

(vii)          donot participate and have not participated in a “listed transaction” within the meaning of Treasury Regulations Section1.6011-4(b).

(d)            Eachof the Company and its subsidiaries is, and always has been, treated for U.S. federal income Tax purposes as set forth on Section3.16(d)ofthe Company Disclosure Letter.

(e)            Withinthe past five (5)years, neither the Company nor its subsidiaries has distributed shares, stock, membership interests or other formof equity ownership interest of another person, and nor has had its shares, stock, membership interests or other form of equity ownershipinterest distributed by another person, in a transaction that was purported or intended to be governed in whole or in part by Section355or 361 of the Code, and nor has had property or cash in respect of its shares, stock, membership interests or other form of equity ownershipdistributed in redemption thereof or otherwise.

3.17         EmployeeBenefit Plans.

(a)            Section3.17(a)ofthe Company Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of each material Company Plan. Withrespect to each material Company Plan, the Company has made available to Parent, as applicable, (i)the plan document (or, with respectto any unwritten Company Plan, a written description thereof), (ii)the most recent annual report (Form5500) prepared in connectionwith any such Company Plan, (iii)the most recent determination or opinion letter, if any, from the Internal Revenue Service of theUnited States (the “IRS”) for any Company Plan that is intended to qualify pursuant to Section401(a)of the Code,(iv)the most recent actuarial or valuation report, (vii)any material communications with any Governmental Authority duringthe past three (3)years, and (viii)the most recent nondiscrimination testing results.

(b)            EachCompany Plan and trust that is intended to be qualified under Section401(a)of the Code is covered by a currently effective,favorable determination letter, or is established on a pre-approved form of plan document that is covered by a favorable advisory oropinion letter, or has pending or has time remaining in which to file an application for such determination from the IRS, and, to theknowledge of the Company, (i)no revocation of any such determination, advisory, or opinion letter has been threatened by any GovernmentalAuthority, and (ii)no circumstances exist that could reasonably be expected to result in the loss of such qualified status underSection401(a)of the Code or material liability to the Company.

(c)            NoCompany Plan is, and neither the Company nor any of its ERISA Affiliates sponsors, maintains or contributes (or is required to contribute)to, or has ever sponsored, maintained or contributed (or been required to contribute) to, any employee benefit plan subject to Title IVof ERISA, including any multiemployer plan, as defined in Section3(37) of ERISA.

(d)            EachCompany Plan has been established, operated, administered, and maintained in all material respects in compliance with its terms and inall material respects with the requirements of applicable Laws, including ERISA and the Code. To the knowledge of the Company, neitherthe Company nor any of its ERISA Affiliates has engaged in a transaction that could reasonably be expected to subject the Company or anyERISA Affiliate to a material Tax or penalty imposed by either Section4975 of the Code or Section502(i)of ERISA.

(e)            Neitherthe Company nor any of its subsidiaries has any liability in respect of post-retirement health, medical or life insurance benefits forany retired, former or current employee, officer, director or other service provider of the Company or any of its subsidiaries (or anydependent or beneficiary thereof) except coverage or benefits as required under Section4980B of the Code or any other applicableLaws at the participant’s sole expense.

(f)            Exceptas set forth in Section3.17(f)of the Company Disclosure Letter, neither the execution of this Agreement nor the consummationof the transactions contemplated by this Agreement shall (either alone or together with a termination of employment or other event), (i)entitleany current or former employee, officer, director or other service provider of the Company or any of its subsidiaries to severance payor any other payment or benefit under any Company Plan, (ii)accelerate the time of payment or vesting or trigger any payment offunding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any otherobligation pursuant to, any Company Plan, (iii)increase the amount payable under any Company Plan or (iv)result in the paymentor provision of an “excess parachute payment” (as defined in Section280G of the Code) to any “disqualified individual”(as defined in Section280G of the Code) of the Company or any of its subsidiaries. No Company Plan or other agreement with any employeeprovides for a “gross-up” or similar payment in respect of any Taxes that may become payable under Section409A or Section4999of the Code.

(g)            Thereis no material Action pending against or, to the knowledge of the Company, threatened against, any Company Plan before any GovernmentalAuthority, other than routine claims for benefits. No Company Plan is, or in the past three (3)years has been, the subject of aninvestigation, examination or audit by a Governmental Authority or is the subject of an application or filing under, or is a participantin, an amnesty, voluntary compliance, self-correction, or similar program sponsored by any Governmental Authority.

(h)            EachCompany Foreign Plan has been registered and maintained in all material respects in compliance with its terms and in all material respectswith the requirements of applicable Laws and in good standing with applicable regulatory authorities. No Company Foreign Plan is a definedbenefit plan (as defined in ERISA, whether or not subject to ERISA).

3.18         EmploymentMatters.

(a)            Trueand complete information as to the name, current job title, base salary and target bonus for all current employees of the Company andits subsidiaries has been provided to Parent. No current employee of the Company or any of its subsidiaries at the level of Vice Presidentor above, (i)to the knowledge of the Company, given notice of termination of employment or otherwise disclosed specific plans toterminate employment with the Company or any of its subsidiaries within the twelve (12) month period following the date hereof, (ii)isemployed under a nonimmigrant work visa or other work authorization that is limited in duration, or (iii)has been the subject ofany sexual harassment, sexual assault or sexual discrimination allegations during his or her tenure at the Company or any of its subsidiaries.

(b)            Neitherthe Company nor any of its subsidiaries is a party to or is bound by, or is currently negotiating, any collective bargaining agreement,labor-related agreement, or other Contract (a “Collective Bargaining Agreement”) with any labor union, works council, or otheremployee representative body (a “Union”). Neither the Company nor any of its subsidiaries is the subject of an Action assertingthat the Company or any such subsidiary has committed an unfair labor practice (within the meaning of the National Labor Relations Act).For the last three (3)years, no Union or group of Company employees has made a pending demand for recognition or certification,and, to the knowledge of the Company, there are no representation or certification proceedings or petitions seeking a representation proceedingpresently pending or, to the knowledge of the Company, threatened to be brought or filed with the National Labor Relations Board, anyother Governmental Authority. To the knowledge of the Company, for the past three (3)years, there have been no Union organizingactivities with respect to any employees of the Company or any of its subsidiaries. There is no, and for the past three (3)yearsthere has not been, any work slowdown, lockout, work stoppage, picketing, strike, or other material labor dispute or disputes or collectivelabor action involving the Company or any of its subsidiaries pending or, or to the knowledge of the Company, threatened. No notice, consentor consultation obligations with respect to any employees of the Company or any of its subsidiaries, or any Union, shall be a conditionprecedent to, or triggered by, the execution of this Agreement or the consummation of the transactions contemplated by this Agreement.

(c)            TheCompany and each of its subsidiaries is, and since January1, 2020 has been, in material compliance with all applicable Laws andContracts, relating to employment, employment practices, labor, compensation, immigration, employee leave, benefits, hours, terms andconditions of employment, and the termination of employment, including the proper classification of employees as exempt or nonexempt fromovertime pay requirements and the proper classification of individuals as independent contractors or employees, unemployment insurance,collective dismissals, and the Worker Adjustment and Retraining Notification Act (and any applicable similar foreign, state or local Laws).

3.19         EnvironmentalMatters.

(a)            Exceptas would not be reasonably expected, individually or in the aggregate, to have a Company Material Adverse Effect:

(i)            tothe knowledge of the Company, there is no pending or threatened Environmental Claim regarding the Company or any of its subsidiariesor any property currently, or formerly owned, operated or leased by the Company or its subsidiaries;

(ii)            withrespect to real property that is currently leased or operated by the Company and its subsidiaries, and to the knowledge of the Company,with respect to real property that was formerly owned, leased or operated by the Company or its subsidiaries, there have been no Releasesof Hazardous Materials at or from any of such real properties that has caused environmental contamination at any location that is reasonablylikely to result in an obligation of the Company or any subsidiary to investigate or remediate such environmental contamination pursuantto applicable Environmental Law;

(iii)           neither(A)the Company or any subsidiary thereof (B)nor to the knowledge of the Company any entity previously owned by the Companyor any subsidiary thereof, has transported or arranged for the treatment, storage, handling, disposal or transportation of any HazardousMaterial at or to any third party location that is reasonably likely to result in an Environmental Claim or Environmental Liability;

(iv)           neitherthe Company nor any subsidiary thereof has expressly assumed or undertaken responsibility for any liability or obligation of any otherperson arising under Environmental Laws; and

(v)            tothe knowledge of the Company, the Company has made available to Parent environmental site assessments reasonably available and in itspossession respecting material environmental conditions at properties currently leased or used by the Company or its subsidiaries.

(b)            Exceptas would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, to the knowledge ofthe Company, the Company and each of its subsidiaries are, and for the past three (3)years have been, in compliance with all EnvironmentalLaws (which compliance includes, but is not limited to, possession of all Environmental Permits required under applicable EnvironmentalLaws, and compliance with the terms and conditions thereof).

3.20         RegulatoryMatters; Compliance.

(a)            Eachof the Company and its subsidiaries is, and since January1, 2020, has been, in material compliance with applicable FDA Laws. SinceJanuary1, 2020, neither the Company nor any of its subsidiaries has received any written notification of any pending or threatenedclaim, suit, proceeding, hearing, enforcement, audit, investigation or arbitration from any Governmental Authority, including the UnitedStates Food and Drug Administration (the “FDA”), alleging potential or actual non-compliance by, or liability of, the Companyor any of its subsidiaries under FDA Laws.

(b)            TheCompany and its subsidiaries hold such licenses, permits, variances, registrations, exemptions, orders, consents, approvals, clearances,and other authorizations required under the FDA Laws for the conduct of the business of the Company and its subsidiaries as currentlyconducted (collectively, the “Company FDA Permits”) and all such Company FDA Permits are in full force and effect. SinceJanuary1, 2020, the Company and its subsidiaries have fulfilled and performed all of their material obligations with respect tothe Company FDA Permits, and no event has occurred which allows, or after notice or lapse of time would allow, revocation or terminationthereof or results in any other material impairment of the rights of the holder of any Company FDA Permit. Since January1, 2020,the Company and its subsidiaries have filed, maintained, or furnished to the FDA or any comparable Governmental Authority all materialapplications, reports, documents, claims, submissions, and notices required by the Company FDA Permits or under the applicable FDA Laws,including all adverse event reports and clinicaltrials.gov registrations and reports, and all such filings were timely made and werecomplete and correct in all material respects (or were corrected in or supplemented by a subsequent filing). Since January1, 2020,neither the Company nor any of its subsidiaries have received any FormFDA 483, warning letter, untitled letter or other writtencorrespondence or notice from the FDA or any comparable Governmental Authority alleging or asserting noncompliance with any Company FDAPermits or FDA Laws. No manufacturing site owned by the Company or its subsidiaries or, to the knowledge of the Company, any of the Company’sor its subsidiaries’ respective contract manufacturers, is, or has been since January1, 2020, subject to a material shutdownor import or export prohibition imposed by the FDA or another Governmental Authority.

(c)            SinceJanuary1, 2020, the clinical and pre-clinical studies conducted by or on behalf of or sponsored by the Company or its subsidiarieswere and, if still pending, are being conducted in all material respects in accordance with all applicable FDA Laws, including FDA Lawsrelating to good clinical practices and good laboratory practices. Since January1, 2020, no clinical studies conducted by or onbehalf of the Company or its subsidiaries have been placed on clinical hold, remain on clinical hold or have been terminated or suspendedat the request of a Governmental Authority or institutional review board prior to completion, and neither the Company nor, to the knowledgeof the Company, any Governmental Authority or institutional review board is considering such action. Since January1, 2020, neitherthe Company nor any of its subsidiaries have received any written notice or correspondence from the FDA, any comparable Governmental Authority,institutional review board or clinical investigator alleging any clinical studies conducted by or on behalf of the Company or its subsidiariesare in violation of the FDA Laws.

(d)            SinceJanuary1, 2020, the development, testing, manufacture, packaging, labeling, import, export, advertising, distribution and storage,as applicable, of the Company’s and its subsidiaries’ product candidates has been and is being conducted in material compliancewith all applicable FDA Laws, including FDA Laws relating to current good manufacturing practices. Since January1, 2020, there havebeen no recalls, investigator notices or other notices of action relating to a material safety concern or alleged lack of regulatory complianceof any of the Company’s or its subsidiaries’ product candidates and, to the knowledge of the Company, there are no facts orcircumstances that would be reasonably likely to result in such action or otherwise require the termination or suspension of the developmentand testing of any product candidate.

(e)            Neitherthe Company nor its subsidiaries nor, to the knowledge of the Company, any of its officers, employees or agents has (i)made anuntrue statement of a material fact or fraudulent statement to the FDA or any comparable Governmental Authority, (ii)failed todisclose a material fact required to be disclosed to the FDA or any comparable Governmental Authority, or (iii)committed any otheract that (in any such case) would reasonably be expected to provide a basis for the FDA to invoke its policy with respect to “Fraud,Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” set forth in 56 Fed. Reg. 46,191 (September10, 1991)and any amendments thereto. Neither the Company nor its subsidiaries nor, to the knowledge of the Company, any of its officers, employees,or agents have been convicted of any crime or engaged in any conduct that has resulted in or would reasonably be expected to result in(i)debarment under 21 U.S.C. § 335a or any similar Law or (ii)exclusion under 42 U.S.C. § 1320a-7 or any similarLaw. Neither the Company nor its subsidiaries is a party to any corporate integrity agreements, monitoring agreements, consent decrees,settlement orders or similar agreements with or imposed by the FDA or any comparable Governmental Authority.

(f)            SinceJanuary1, 2020, neither the Company nor its subsidiaries has marketed, advertised, distributed, sold, or commercialized, or is currentlymarketing, distributing, selling, or otherwise commercializing, any products or product candidates.

3.21         HealthcareRegulatory; Compliance.

(a)            Eachof the Company and its subsidiaries is, and at all times since January1, 2020, has been, in material compliance with all applicableHealthcare Laws and, as of the date of this Agreement, to the Company’s knowledge there is no Action pending, received by or threatenedin writing against the Company or its subsidiaries related to such Healthcare Laws.

(b)            TheCompany has implemented and has in place a compliance program that is materially consistent with applicable Healthcare Laws and commerciallyreasonable industry standards.

(c)            Tothe Company’s knowledge, no person has filed against the Company an action relating to the Company under any federal or state whistleblowerstatute, including under the False Claims Act of 1863 (31 U.S.C. § 3729 et seq.).

(d)            SinceJanuary1, 2020, the Company and its subsidiaries have made and kept books, records, and accounts which, in reasonable detail, accuratelyand fairly reflect the transactions and dispositions of the drug product assets of the Company and each of its subsidiaries.

3.22         Insurance.

(a)            Exceptas would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, each insurance policyunder which the Company or any of its subsidiaries is an insured or otherwise the principal beneficiary of coverage (collectively, the “Company Insurance Policies”) is in full force and effect and all related premiums have been paid to date. The Company hasmade available to Parent all material underwriting information and true, unredacted and complete copies of the Company Insurance Policies.

(b)            TheCompany Insurance Policies are reasonable and customary in coverage, scope and size of premiums based on the activities of the Companyas conducted and as contemplated to be conducted as of the date of this Agreement.

(c)            TheCompany and its subsidiaries are in compliance with the terms and conditions of the Company Insurance Policies, except for any non-complianceas would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

(d)            Neitherthe Company nor any of its subsidiaries is in material breach or default (including any such breach or default with respect to the paymentof premiums or the giving of notice under any such policy) under any Company Insurance Policy, and, to the knowledge of the Company, noevent has occurred which, with notice or lapse of time, would constitute such breach or default, or permit termination or modification,under such policy. No material claims insurance claims made by the Company or any of its subsidiaries has been questioned, denied or disputed.

3.23         Anti-Corruption;Global Trade Control Laws.

(a)            SinceJanuary1, 2018, neither the Company, nor its subsidiaries, nor any of the Company’s or its subsidiaries’ respectivecurrent or former officers, directors, or, to the knowledge of the Company, any representative acting on behalf of the Company or itssubsidiaries, including any of their respective officers, directors, or employees, has violated, to the extent applicable, the FCPA, theU.S. Travel Act, the U.K. Bribery Act 2010, Laws implementing the Organisation for Economic Co-operation and Development Convention onCombating Bribery of Foreign Public Officials in International Business Transactions or any other applicable Law, relating to anti-corruptionor anti-bribery (the “Anti-Corruption Laws”), including by unlawfully directly or indirectly offering, promising, providing,or authorizing the provision of any money, property, contribution, gift, entertainment or other thing of value to any person, so as toinfluence official action, to secure an improper advantage, or to encourage the recipient to breach a duty of good faith or loyalty orthe policies of their employer.

(b)            Neitherthe Company, nor its subsidiaries, nor, to the knowledge of the Company, any representative acting at the direction of the Company orits subsidiaries (i)is under external or internal investigation for (A)any violation of the Anti-Corruption Laws, (B)anyalleged irregularity, misstatement or omission arising under or relating to any Contract between such person and any Governmental Authority,or any instrumentality thereof or (C)any unlawful contribution, gift, bribe, rebate, payoff, influence payment, kickback or otherpayment or the provision of anything of value, directly or indirectly, to a Government Official, (ii)has received any notice orother written communication from any Governmental Authority with respect to any actual, alleged or potential violation of, or failureto comply with, any Anti-Corruption Laws, or (iii)to the knowledge of the Company, is the subject of any internal complaint, auditor review process with respect to allegations of potential violation of the Anti-Corruption Laws.

(c)            TheCompany and its subsidiaries maintain internal controls reasonably designed to promote compliance with the Anti-Corruption Laws.

(d)            Neitherthe Company, nor its subsidiaries, nor any director, officer or employee of any of the Company or its subsidiaries, is, or since January1,2018, has been, (i)a Restricted Party or (ii)majority owned or, to the extent applicable, controlled by a Restricted Party.

(e)            TheCompany and its subsidiaries are, and since January1, 2018, have been, in material compliance with all Global Trade Control Laws,which includes possession of and material compliance with all licenses, permits, variances, registrations, exemptions, orders, consents,approvals, clearances, and other authorizations required by Global Trade Control Laws and submission of required notices or reports toall Governmental Authorities that are concerned with such Global Trade Control Laws.

(f)            SinceJanuary1, 2018, neither the Company nor its subsidiaries has directly or indirectly engaged in any business with, or used, directlyor indirectly, any corporate funds to contribute to or finance the activities of, any Restricted Party or in or with any Restricted Marketand is not currently doing so, in each case in violation of the Global Trade Control Laws. The Company acknowledges that activities underthis Agreement shall not (i)be in a Restricted Market; (ii)involve individuals ordinarily resident in a Restricted Market;or (iii)include companies, organizations, or governmental entities from or located in a Restricted Market, in each case in violationof the Global Trade Control Laws.

(g)            Tothe knowledge of the Company, (i)since January1, 2018, neither the Company nor its subsidiaries has been the subject of anyinvestigations, reviews, audits or inquiries by a Governmental Authority related to Global Trade Control Laws, and (ii)as of thedate hereof, no investigation, review, audit, or inquiry of or to the Company or its subsidiaries by any Governmental Authority with respectGlobal Trade Control Laws is pending or threatened.

3.24         Suppliers.Section3.24 of the Company Disclosure Letter sets forth the ten (10)largest suppliers (by cost) of the businesses of theCompany and its subsidiaries during the twelve months ended December31, 2022. No such supplier has canceled or otherwise terminated,or, to the knowledge of the Company, overtly threatened to cancel or otherwise terminate or materially and adversely modify its relationshipwith the Company or its subsidiaries, or has decreased materially its relationship with the Company or its subsidiaries.

3.25         Brokersand Finder’s Fees. Except for Piper Sandler& Co. (the “Company Financial Advisor”), no broker, investmentbanker, financial advisor or other person is entitled to any broker’s, finder’s or financial advisor’s fee or commissionin connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Company or any of its subsidiaries.Prior to the date hereof, the Company has made available to Parent an unredacted copy of each engagement letter between the Company andthe Company Financial Advisor, pursuant to which the Company Financial Advisor would be entitled to any payment relating to the Mergerand any other transactions contemplated by this Agreement.

3.26         Opinionof the Financial Advisor. The Company Financial Advisor has delivered to the Company Board its opinion, dated on or about the datehereof, to the effect that, as of such date and based upon and subject to the various assumptions and limitations set forth therein,the Exchange Ratio is fair, from a financial point of view, to the holders of shares of Company Common Stock with the right to receiveParent ADSs in the Merger.

3.27         AntitakeoverLaws. The Company Board has duly taken all actions so that no “fair price,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation enacted under Laws in the United States (includingunder the DGCL) or the United Kingdom (collectively, “Takeover Laws”) shall prohibit the execution, delivery or performanceof or compliance with this Agreement, the Merger, the Company Voting Agreement, the Parent Voting Agreement or the other transactionscontemplated hereby. The Company has no “rights plan”, “rights agreement” or “poison pill” in effect.

3.28         NoOther Representations; No Reliance; Waiver. The Company represents, warrants, acknowledges and agrees that none of Parent, MergerSub, any of their Affiliates or shareholders or any of their respective Representatives (collectively, the “Parent Related Persons”)makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any information providedor made available to the Company, any of its Affiliates or shareholders or any of their respective Representatives (collectively, “CompanyRelated Persons”) or any other person in connection with this Agreement, the Merger, the Company Voting Agreement or any of theother transactions contemplated by this Agreement or with respect to any projections, forecasts, estimates, plans or budgets of futurerevenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows or future financial condition(or any component thereof), or any component of the foregoing, or any other forward looking information, of Parent, Merger Sub or anyof their Affiliates (including any such projections or forecasts provided or made available to the Company or Company Related Personsin certain “data rooms” or management presentations in expectation of the transactions contemplated by this Agreement), andno Company Related Person has relied on any information or statements made or provided (or not made or provided) to any Company RelatedPerson other than the representations and warranties of Parent and Merger Sub expressly set forth in Section4 of this Agreement(as qualified by the Parent Disclosure Letter) and any certificate delivered pursuant to Section7.3(d).

Section4

REPRESENTATIONSAND WARRANTIES OF PARENT AND MERGER SUB

Except (i)as expresslydisclosed in the Parent SEC Documents (as defined below) filed with or furnished to the SEC by Parent and publicly available on EDGAR,in each case, prior to the date of this Agreement (but, in each case, excluding any risk factor disclosures contained under the heading “Risk Factors,” any disclosure of risks included in any “forward-looking statements” disclaimer or any other statementsthat are similarly non-specific or predictive or forward-looking in nature) or (ii)as set forth in the disclosure letter deliveredby Parent to the Company (the “Parent Disclosure Letter”) prior to the execution of this Agreement, which Parent DisclosureLetter identifies items of disclosure by reference to a particular section or subsection of this Agreement (provided, however, that anyinformation set forth in one section or subsection of the Parent Disclosure Letter also shall be deemed to apply to each other sectionand subsection of this Agreement to which its applicability is reasonably apparent from the text of the disclosure), Parent and MergerSub jointly and severally represent and warrant to the Company as follows:

4.1           Organization,Standing and Corporate Power.

(a)            Parentis a public limited company and each of its subsidiaries is a corporation or other legal entity duly organized and validly existing underthe Laws of the jurisdiction of its incorporation, formation or organization, as the case may be, and has all requisite corporate, partnershipor similar power and authority necessary to own, lease and operate all of its properties and assets and to carry on its business as currentlyconducted, except for such failures to be duly organized or validly existing or to have corporate, partnership or similar power or authoritythat would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect.

(b)            Eachof Parent and its subsidiaries is duly qualified to do business and is in good standing (or equivalent status, to the extent such conceptexists) in each jurisdiction in which the nature of the business currently conducted by it or the character or location of the propertiesand assets currently owned or leased by it makes such qualification necessary, except where the failure to be so qualified or in goodstanding (or equivalent status) would not reasonably be expected, individually or in the aggregate, to have a Parent Material AdverseEffect.

(c)            Parenthas made available to the Company true and complete copies of the articles of association of Parent, as amended to the date of this Agreement(the “Parent Charter Documents”). The Parent Charter Documents and organizational or governing documents of each of its subsidiariesare in full force and effect and Parent is not in violation of any of the provisions of the Parent Charter Documents and none of Parent’ssubsidiaries is in violation of any of the provisions of its organizational or governing documents except, in each case, where such failuresor violations would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect. The UK Panelon Takeovers and Mergers has confirmed to Parent that Parent is not subject to the UK City Code on Takeovers and Mergers (the “TakeoverCode”) and there have been no subsequent changes in Parent’s circumstances that would result in Parent having its centralmanagement and control in the United Kingdom for the purposes of the Takeover Code.

4.2           CorporateAuthorization.

(a)            Eachof Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and all other agreementsand documents contemplated hereby to which it is a party and, subject to obtaining Parent Shareholder Approval (as defined below), toperform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance byParent and Merger Sub of this Agreement, and the consummation by them of the transactions contemplated hereby, have been duly authorizedand adopted by the Parent Board and the board of directors of Merger Sub, respectively, subject to obtaining Parent Shareholder Approval(as defined below). Except for (i)obtaining the affirmative vote of a majority of the votes cast by holders of issued Parent OrdinaryShares at a duly convened and held general meeting of Parent at which a quorum is present (A)authorizing the Parent Board (or aduly authorized committee thereof) to allot all Parent Ordinary Shares to be issued in connection with the Merger (to be representedby Parent ADSs) and approving the issuance of Parent Ordinary Shares to be represented by Parent ADSs in connection with the Merger,and (B)any other resolutions required by Law or the rulesand regulations of Nasdaq or other listing authority (the “ParentShareholder Approval”), (ii)obtaining the approval of this Agreement by Parent as the sole stockholder of Merger Sub and(iii)filing the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate action or proceedingon the part of Parent or Merger Sub is necessary to authorize the execution, delivery and performance by Parent of this Agreement andthe consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and MergerSub and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, validand binding obligation of Parent and Merger Sub, enforceable against such parties in accordance with its terms, except that such enforceabilitymay be limited by the Bankruptcy and Equity Exception. The Parent Ordinary Shares to be issued in connection with the Merger (and tobe represented by Parent ADSs delivered to holders of Company Common Stock) will be issued free from all and any rights of pre-emptionto which the members of the Parent may be entitled (whether arising by virtue of the United Kingdom’s Companies Act 2006 or otherwise)and will be allotted in reliance on the exception pursuant to section 565 of the Companies Act 2006.

(b)            Ata meeting duly convened and held, the Parent Board, by resolutions duly passed at such meeting (which resolutions have not as of the datehereof been subsequently rescinded, modified or withdrawn), has (i)unanimously determined that the terms of the Merger and the othertransactions contemplated hereby are most likely to promote the success of Parent for the benefit of the Parent’s Shareholders asa whole, (ii)unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby, (iii)unanimouslyresolved, subject to Section5.4(c), to recommend that the Parent Shareholders approve authorization of the Parent Board to allotall Parent Ordinary Shares to be issued in connection with the Merger (the “Parent Recommendation”) and (iv)has directedthat issuance of Parent Ordinary Shares represented by Parent ADSs in connection with the Merger be submitted to the Parent Shareholdersfor approval. The board of directors of Merger Sub has adopted resolutions (A)determining that the terms of the Merger and the othertransactions contemplated by this Agreement are advisable and in the best interests of Merger Sub and Parent, as its sole stockholder,(B)approving this Agreement, the Merger and the other transactions contemplated by this Agreement and (C)recommending thatParent, as sole stockholder of Merger Sub, approve this Agreement and directing that this Agreement be submitted to Parent, as sole stockholderof Merger Sub, for approval.

4.3           GovernmentalAuthorization. Except for (a)filings required under, and compliance with other applicable requirements of, (i)the SecuritiesAct, the Exchange Act, and any other applicable federal securities Laws, the United Kingdom’s Companies Act 2006 and the UnitedKingdom’s Financial Services and Markets Act 2000, (ii)state securities or “blue sky” Laws and (iii)therulesand regulations of Nasdaq, (b)the filing of the Certificate of Merger with the Secretary of State of the State of Delawarepursuant to the DGCL and (c)filings required under and compliance with other applicable requirements of any foreign Antitrust Laws,no consents or approvals of, or filings with, any Governmental Authority are necessary for the execution and delivery of this Agreementby Parent or Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby, other than such otherconsents, approvals or filings that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate,to have a Parent Material Adverse Effect. Neither Parent (having taken legal advice) nor its subsidiaries conduct any business as atthe date of this Agreement that falls within the scope of any of the 17 sectors set out in The National Security and Investment Act of2021 (Notifiable Acquisition) (Specification of Qualifying Entities) Regulations 2021.

4.4           NoConflict. Neither the execution and delivery of this Agreement by Parent nor the consummation by Parent of the Merger or the othertransactions contemplated hereby, nor compliance by Parent with any of the provisions of this Agreement, shall (a)assuming thatthe Parent Shareholder Approval is obtained, conflict with or violate the Parent Charter Documents, (b)assuming that the consents,approvals and filings referred to in Section4.3 and the Parent Shareholder Approval are obtained and made, violate any Restraintor Law applicable to Parent or any of its subsidiaries, or (c)violate, breach, result in the loss of any benefit under, conflictwith any provisions of, or constitute a default (or an event which, with the notice or lapse of time, or both, would constitute a default)under, or result in the termination of or a right of termination or cancellation under, cause any payment under or accelerate the performancerequired by, or result in the creation of any Lien (other than a Parent Permitted Lien) upon the respective properties or assets, ofParent or any of its subsidiaries under, any Parent Material Contract, except in the case of clauses (b)and (c)as would notreasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect.

4.5           Capitalization.

(a)            Asof the close of business on the Capitalization Date, the issued share capital of Parent consisted of 991,831,158 Parent Ordinary Shares,which include Parent Ordinary Shares underlying outstanding Parent ADSs. All issued and outstanding Parent Ordinary Shares are duly authorized,validly issued and fully paid, and such Parent Ordinary Shares are not entitled to preemptive rights, except pursuant to the United Kingdom’sCompanies Act 2006.

(b)            Asof the Capitalization Date, there were outstanding options to acquire 181,360,901 Parent Ordinary Shares (“Parent Options”).

(c)            Fromthe close of business on the Capitalization Date through the date of this Agreement, there have been no issuances of Parent Ordinary Sharesor any other Equity Interests of Parent other than issuances of Parent Ordinary Shares pursuant to the exercise of Parent Options outstandingas of the Capitalization Date under a Parent Plan. As of the close of business on the Capitalization Date, Parent has not granted anyother Equity Interests or any other rights to a third party to acquire Parent Ordinary Shares from Parent or any Parent ADSs, other thanParent Options.

(d)            Asof the close of business on the Capitalization Date, no bonds, debentures, notes or other Indebtedness of Parent having the right to vote(or convertible into or exercisable for securities having the right to vote) on any matters on which holders of Parent Ordinary Sharesmay vote are issued or outstanding.

(e)            Asof the date of this Agreement, (i)there are no outstanding obligations of Parent to repurchase, redeem or otherwise acquire anyParent Ordinary Shares or any shares of capital stock of its subsidiaries except for purchases, redemptions or other acquisitions ofcapital stock or other securities (A)required by the terms of a Parent Plan, (B)in order to pay Taxes or satisfy withholdingobligations in respect of such Taxes in connection with awards under a Parent Plan or otherwise, or (C)as required by the termsof, or necessary for the administration of, any plans, arrangements or agreements existing on the date of this Agreement and set forthon Section4.5(e)of the Parent Disclosure Letter between Parent or any of its subsidiaries and any director or employee ofParent or any of its subsidiaries and (ii)there are no outstanding stock-appreciation rights, security-based performance units, “phantom” stock or other security rights or other agreements, arrangements or commitments of any character (contingent orotherwise) pursuant to which any person is or may be entitled to receive any payment from Parent based in whole or in part on the stockprice performance of Parent or any of its subsidiaries (other than under a Parent Plan) or to cause Parent or any of its subsidiariesto file a registration statement under the Securities Act.

(f)            Exceptfor the Parent Voting Agreement or as otherwise set forth on Section4.5(f)of the Parent Disclosure Letter, as of the dateof this Agreement, there are no outstanding obligations of Parent (i)restricting the transfer of, (ii)affecting the votingrights of, (iii)requiring the sales, issuance, repurchase, redemption or disposition of, or containing any right of first refusalwith respect to, (iv)requiring the registration for sale of or (v)granting any preemptive or anti-dilutive rights with respectto any Parent Ordinary Shares or other Equity Interests in Parent, except pursuant to the United Kingdom’s Companies Act 2006.

4.6           Subsidiaries.

(a)            Otherthan the subsidiaries of Parent, Parent does not own or control, directly or indirectly, any membership interest, partnership interest,joint venture interest, other Equity Interest or any other capital stock of any person, and there are no silent partnerships, sub-partnershipsand/or similar rights with respect to Parent or any subsidiary of Parent.

(b)            Alloutstanding shares of capital stock, voting securities or other Equity Interests of each subsidiary of Parent are duly authorized, validlyissued, fully paid and non-assessable (where such concept is applicable under applicable Law) and all such securities are owned beneficiallyand of record by Parent or another wholly-owned subsidiary of Parent free and clear of all Liens (other than Parent Permitted Liens).As of the date of this Agreement, other than the Parent Voting Agreement, there are no outstanding obligations of any subsidiary of Parent(i)restricting the transfer of, (ii)affecting the voting rights of, (iii)requiring the sales, issuance, repurchase,redemption or disposition of, or containing any right of first refusal with respect to, (iv)requiring the registration for saleof or (v)granting any preemptive or anti-dilutive rights with respect to any shares of Equity Interests in any subsidiary of Parent,except pursuant to the United Kingdom’s Companies Act 2006.

(c)            Thereare no (i)outstanding options or other rights of any kind which obligate Parent or any of its subsidiaries to issue, transfer, sellor deliver any shares of capital stock, voting securities or other Equity Interests of any subsidiary of Parent or any securities or obligationsconvertible into, exchangeable or exercisable for any shares of capital stock, voting securities or other Equity Interests of a subsidiaryof Parent or (ii)other options, calls, warrants or other rights, agreements, arrangements or commitments relating to the capitalstock, voting securities or other Equity Interests of any subsidiary of Parent to which Parent or any of its subsidiaries is a party.

(d)            Section4.6(d)ofthe Parent Disclosure Letter sets forth, as of the date hereof, for each of Parent’s subsidiaries and joint ventures: (i)itsjurisdiction of organization, (ii)its authorized capital stock or other Equity Interests, (iii)the number of its outstandingshares of capital stock or other Equity Interests and type(s)of such outstanding shares of capital stock or other Equity Interestsand (iv)the record owner(s)thereof. Except for the ownership of Equity Interests in Parent’s subsidiaries and investmentsin marketable securities and cash equivalents, none of Parent or any of its subsidiaries owns directly or indirectly any Equity Interestsin any person, or has any obligation or has made any commitment to acquire any such Equity Interest, to provide funds to, or to makeany investment (in the form of a loan, capital contribution or otherwise) in, any of its subsidiaries or any other person that is orwould reasonably be expected to be, individually or in the aggregate, material to Parent and its subsidiaries, taken as a whole.

4.7           SECFilings and the Sarbanes-Oxley Act.

(a)            Allof the reports, statements, schedules, forms and other documents filed or required to be filed by Parent with the SEC (such reports, statements,schedules, forms and other documents filed by Parent and those filed by Parent subsequent to the date hereof, collectively, and in eachcase including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”)and all of the reports, statements, schedules, forms and other documents furnished or required to be furnished by Parent to the SEC (suchreports, statements, schedules, forms and other documents furnished by Parent and those furnished by Parent subsequent to the date hereof,collectively, the “Parent Furnished Documents”), in each case in respect of reporting periods commencing on or after January1,2020 (including any notice required under Section13(r)of the Exchange Act) have been timely filed or furnished, as applicable.As of their respective filing dates, such Parent SEC Documents and Parent Furnished Documents complied, or, if not yet filed or furnished,shall comply, in all material respects with applicable Law, including the Securities Act, the Exchange Act and the Sarbanes-Oxley Act,and none of such Parent SEC Documents or Parent Furnished Documents as of their respective filing dates contained, and no Parent SEC Documentor Parent Furnished Document as of their respective filing date shall contain, any untrue statement of a material fact or omitted to statea material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances underwhich they were made, not misleading. Parent has made available to the Company copies of all comment letters received by Parent from theSEC in respect of reporting periods commencing on or after January1, 2020 and relating to such Parent SEC Documents and Parent FurnishedDocuments, together with all written responses of Parent thereto, other than such comment letters or responses available on EDGAR. Asof the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to Parent SECDocuments or Parent Furnished Documents. To the knowledge of Parent, as of the date hereof, there are no internal or third party inquiriesor investigations regarding accounting practices of Parent or otherwise regarding Parent.

(b)            Allof the audited consolidated financial statements and unaudited consolidated interim financial statements of Parent included in ParentSEC Documents (together with the related notes and schedules thereto, the “Parent Financial Statements”) complied at the timethey were filed in all material respects with the applicable accounting requirements and the published rulesand regulations of theSEC with respect thereto in effect at the time of filing, were prepared in accordance with GAAP (except as may be indicated in the notesthereto), applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presentin all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and theconsolidated results of their operations and cash flows for the periods then ended (subject, in the case of the financial statements forany quarter of the current fiscal year, to normal year-end audit adjustments).

(c)            NeitherParent nor any of its subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnershipor any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent andany of its subsidiaries, on the one hand, and any unconsolidated Affiliate, on the other hand), including any structured finance, specialpurpose or limited purpose entity or person, or any “off-balance sheet arrangements” (as defined in Item 303(a)of RegulationS-K), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or materialliabilities of, Parent or any of its subsidiaries in Parent’s or any of its subsidiaries’ published financial statementsor any Parent SEC Documents.

(d)            Eachof the principal executive officer of Parent and the principal financial officer of Parent (or each former principal executive officerof Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Rule13a-14or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act, in each case, with respect to Parent SEC Documents,and the statements contained in such certifications were true and complete on the date such certifications were made. For purposes ofthis Agreement, “principal executive officer” and “principal financial officer” shall have the meanings givento such terms in the Sarbanes-Oxley Act. No executive officer of Parent has failed to make the certifications required of him or her underSection302 or 906 of the Sarbanes-Oxley Act with respect to any Parent SEC Document, except as disclosed in certifications filedwith Parent SEC Documents. Since January1, 2020 through the date of this Agreement, (i)neither Parent nor any of Parent’ssubsidiaries, nor, to the knowledge of Parent, has any director or executive officer of Parent or any of Parent’s subsidiaries,received any material complaint, allegation, assertion or claim, that Parent or any of its subsidiaries has engaged in improper, illegalor fraudulent accounting or auditing practices, and (ii)to the knowledge of Parent, no attorney representing Parent or any of itssubsidiaries, whether or not employed by Parent or any of its subsidiaries, has reported evidence of a material violation of securitiesLaws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent Boardor any committee thereof or to any director or officer of Parent.

(e)            Parenthas established and maintains a system of “internal control over financial reporting” (as defined in Rules13a-15(f)and15d-15(f)promulgated by the SEC under the Exchange Act) sufficient to provide reasonable assurance that (i)transactions areexecuted in accordance with management’s general or specific authorizations; (ii)transactions are recorded as necessary topermit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii)access to assets ispermitted only in accordance with management’s general or specific authorization; and (iv)the recorded accountability forassets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(f)            Parent’sdisclosure controls and procedures (as defined in Rules13a-15(e)and 15d-15(e)of the Exchange Act), as required by Rules13a-15(a)and15d-15(a)of the Exchange Act, are reasonably designed to ensure that all information required to be disclosed by Parent in thereports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Parentby others within Parent to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed,summarized and reported within the time periods specified by the SEC’s rulesand forms. Parent has evaluated the effectivenessof Parent’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable ParentSEC Document that is a report on Form10-K or Form10-Q, or any amendment thereto, its conclusions about the effectivenessof the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation.

(g)            SinceJanuary1, 2020, Parent has not received any oral or written notification of any (x)“significant deficiency” or(y)“material weakness” in Parent’s internal controls over financial reporting. There is no outstanding “significantdeficiency” or “material weakness” which Parent’s independent accountants certify has not been appropriately andadequately remedied by Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness”shall have the meanings assigned to them in Auditing Standard No.5 of the Public Company Accounting Oversight Board.

(h)            Parentis in compliance in all material respects with all current listing and corporate governance requirements of Nasdaq, and is in compliancein all material respects with all rules, regulations and requirements of the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform andConsumer Protection Act and the SEC. Except as permitted by the Exchange Act, including Sections 13(k)(2)and (3), since January1,2020, neither Parent nor any of its subsidiaries has made, arranged, modified (in any material way), or forgiven personal loans to anyexecutive officer or director of Parent. Since January1, 2020, to the knowledge of Parent, no employee of Parent or any of its subsidiarieshas provided or is providing information to any law enforcement agency or Governmental Authority regarding the commission or possiblecommission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section806of the Sarbanes-Oxley Act by Parent or any of its subsidiaries.

4.8           InformationSupplied. The information relating to Parent and its subsidiaries included in the Proxy Statement/Prospectus, the FormS-4,and any other documents filed or furnished with or to the SEC pursuant to the Securities Act or the Exchange Act, in each case in connectionwith the Merger shall not, on the date the FormS-4 is declared effective (and any amendment or supplement thereto), the date theProxy Statement/Prospectus is mailed to the Company’s stockholders and at the time of the Company Stockholders Meeting, containany untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to makethe statements therein, in the light of the circumstances under which they are made, not misleading. No representation is made by Parentwith respect to statements made in the Proxy Statement/Prospectus, the FormS-4 or any other document filed or furnished with orto the SEC or pursuant to the Securities Act or the Exchange Act based on information supplied by the Company expressly for inclusiontherein. The portions of the Proxy Statement/Prospectus relating to Parent shall comply in all material respects with the provisionsof the Exchange Act, the Securities Act and the rulesand regulations thereunder. The information included in the FormF-6shall not, on the date the FormF-6 or any amendments or supplements thereto is filed with the SEC, contain any untrue statementof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein,in the light of the circumstances under which they are made, not misleading.

4.9           Absenceof Certain Changes. Since December31, 2022 through the date hereof, Parent and each of its subsidiaries have conducted theirrespective businesses in the ordinary course consistent with past practices in all material respects and there has not been (a)anyevent, occurrence, development or state of circumstances, facts or condition in such period that has had or would reasonably be expected,individually or in the aggregate, to have a Parent Material Adverse Effect or (b)any action taken by Parent or any of its subsidiariesthat, if taken during the period from the date of this Agreement through the Effective Time without the Company’s consent, wouldconstitute a breach of Section5.2(b)(other than clauses (ii), (xii)or (xiii)thereof).

4.10         NoUndisclosed Liabilities. Except as disclosed in the Parent Financial Statements filed prior to the date hereof and except for liabilitiesincurred in the ordinary course of business since September30, 2022, Parent and its subsidiaries do not have any liabilities ofany nature, whether accrued, absolute, contingent, direct or indirect that are payable by Parent, or otherwise, required by GAAP to bereflected or reserved against in the Parent Financial Statements, other than liabilities that would not reasonably be expected, individuallyor in the aggregate, to have a Parent Material Adverse Effect.

4.11         Compliancewith Laws and Court Orders. Since January1, 2020, Parent and its subsidiaries are and have been in compliance with all Lawsapplicable to them, any of their properties or other assets or any of their respective businesses or operations, except where any suchfailure to be in compliance would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.To the knowledge of Parent, as of the date hereof, no investigation or review by any Governmental Authority with respect to Parent orany of its subsidiaries is pending or threatened except for any investigations or reviews that would not, individually or in the aggregate,reasonably be expected to have a Parent Material Adverse Effect.

4.12         MaterialContracts.

(a)            Asof the date of this Agreement, none of Parent, any of its subsidiaries or their respective properties or other assets is a party to orbound by any Contract (other than Parent Plans):

(i)            pursuantto which Parent, any of its subsidiaries or any other party thereto has material continuing obligations, rights or interests and includingannual payments made by Parent and its subsidiaries of $2,500,000 or more relating to the research, development, clinical trial, distribution,supply, manufacture, marketing or co-promotion of, or collaboration with respect to, any product candidate for which Parent or any ofits subsidiaries is currently engaged in research or development, including but not limited to: (A)material manufacture or supplyservices or material Contracts with contract research organizations for clinical trials related services; (B)material transfer Contractsfor pre-clinical products or clinical products of Parent or any of its subsidiaries with commercial, pharmaceutical or biotechnology companies;(C)Contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of Parent or any ofits subsidiaries or income or revenues related to any clinical product candidate of Parent or any of its subsidiaries; and (D)Contractspursuant to which Parent has minimum purchase obligations;

(ii)            thatcontains any non-compete or exclusivity provision or limits, curtails or restricts the ability of Parent or any of its subsidiaries (orwhich following the consummation of the Merger and the other transactions contemplated hereby would reasonably be expected to limit theability of the Surviving Corporation) in a manner that is material to the business of Parent and its subsidiaries, taken as a whole,as currently conducted (A)to compete in any line of business, in any geographic area or with any person and (B)to sell toor purchase from any other person or entity;

(iii)           thatrequires Parent, or any successor to, or acquirer of, Parent, to make any payment to another person, or requires the consent of anotherperson, in each case in connection with a change of control of Parent or gives another person a right to receive or elect to receivea change of control payment;

(iv)           thatis a joint venture or partnership agreement or other similar agreement or arrangement;

(v)            forthe acquisition, disposition or lease of businesses (whether by merger, purchase or sale of stock or assets or otherwise) entered intosince January1, 2020;

(vi)           thatis a loan or credit agreement, indenture, note or other Contract or instrument relating to or evidencing Indebtedness for borrowed money(including any guarantee thereto) or any Contract pursuant to which Indebtedness for borrowed money may be incurred or guaranteed, includingany Contract that is a financial derivatives master agreement or confirmation, or futures account opening agreement and/or brokeragestatement, evidencing financial hedging or similar trading activities;

(vii)          thatis a mortgage, pledge, security agreement, deed of trust, capital lease or similar agreement that creates or grants a Lien on any materialproperty or asset of Parent or any of its subsidiaries, in each case involving annual payments of more than $750,000;

(viii)         thatis a Collective Bargaining Agreement;

(ix)            thatcontains any “standstill” or similar agreement to which Parent or any of its subsidiaries has agreed not to acquire assetsor securities of another person;

(x)             thatis a Contract granting a right of first refusal or first negotiation to any third party over any material assets of Parent;

(xi)            thatis a Contract, including any ancillary or subagreements thereto, with any contract research organization or other agreement, includingany ancillary or subagreements thereto, with a third party which is conducting one or more clinical studies on behalf of Parent or itssubsidiaries and is reasonably expected to require payment of more than $2,500,000 within twelve (12) months prior to or after the dateof this Agreement;

(xii)           involvesthe use or license by Parent or its subsidiaries of any material Software used by Parent or its subsidiaries in the business of Parentas presently conducted (other than non-customized Software subject to shrink-wrap, click-wrap and off-the-shelf or commercially availableSoftware), in each case involving annual payments of more than $600,000;

(xiii)          isa Parent IP Agreement that involves the joint development of products or technology with a third party; or

(xiv)         thatis any Contract that is a “material contract” (as such term is defined in Item 601(b)(10)of Regulation S-K of the SEC).

All Contracts, arrangements,commitments or understandings described in this Section4.12(a), together with each Parent Real Property Lease (as defined below),shall be collectively referred to as the “Parent Material Contracts.”

(b)            Except,in each case, as has not been and would not reasonably be expected to be, individually or in the aggregate, material to Parent and itssubsidiaries, taken as a whole, as of the date hereof, (i)each of the Parent Material Contracts is valid, binding and in full forceand effect with respect to Parent and its subsidiaries party thereto and, to the knowledge of Parent, each other party thereto and enforceable,in all material respects, in accordance with its terms by Parent and its subsidiaries party thereto (subject to the Bankruptcy and EquityException); (ii)Parent and each of its subsidiaries has performed all material obligations required to be performed by them underthe Parent Material Contracts to which they are parties; (iii)to the knowledge of Parent, each other party to a Parent MaterialContract has performed all material obligations required to be performed by it under such Parent Material Contract and (iv)to theknowledge of Parent, no party to any Parent Material Contract has given Parent or any of its subsidiaries written notice of its intentionto cancel, terminate, change the scope of rights under or fail to renew any Parent Material Contract and neither Parent nor any of itssubsidiaries, nor, to the knowledge of Parent, any other party to any Parent Material Contract, has repudiated in writing any materialprovision thereof. Neither Parent nor any of its subsidiaries has knowledge of, or has received written notice of, any violation or defaultby Parent under any Parent Material Contract or any other Contract to which it is a party or by which it or any of its material propertiesor assets is bound, except for violations or defaults that have not been and would not reasonably be expected to be, individually or inthe aggregate, material to Parent and its subsidiaries, taken as a whole. True, unredacted and complete copies of all of the Parent MaterialContracts have been made available to the Company.

4.13         Litigation.Except as would not have a Parent Material Adverse Effect, there is no Action pending or, to the knowledge of Parent, any Action or investigationpending and not served or threatened, to which Parent or any of its subsidiaries is a party. There are no material outstanding judgments,writs, injunctions, decrees or orders of any Governmental Authority against or binding on Parent or its subsidiaries. There are no internalinvestigations or internal inquiries that, since January1, 2020, have been conducted by or at the direction of the Parent Board(or any committee thereof) concerning any financial, accounting or other misfeasance or malfeasance issues.

4.14         Properties.

(a)            NeitherParent nor any of its subsidiaries owns or has ever owned any real property.

(b)            Section4.14(b)ofthe Parent Disclosure Letter sets forth a true and complete list of all real property leased, subleased or otherwise occupied by Parentor any of its subsidiaries as tenant, subtenant or occupant as of the date of this Agreement and material to the business of Parent andits subsidiaries, taken as a whole (collectively, the “Parent Leased Real Property”). No Parent Leased Real Property is subjectto any Lien, including without limitation, any right to the use or occupancy of any Parent Leased Real Property, other than Parent PermittedLiens. Each Parent Real Property Lease constitutes the entire agreement between the parties thereto with respect to the Parent LeasedReal Property leased thereunder, and is, with respect to Parent or the applicable subsidiary of Parent, a valid and subsisting agreementin full force and effect and constitutes a valid, binding and enforceable obligation of Parent or the applicable subsidiary of Parent,subject to the Bankruptcy and Equity Exception. As of the date hereof, Parent has not received any written notice of termination or cancellationof or of a breach or default under any Parent Real Property Lease that remains uncured as of the date of this Agreement nor, to the knowledgeof Parent, has any event occurred which, with notice or lapse of time or both, would constitute a breach or default under any such ParentReal Property Lease, or permit the termination or cancellation of any such Parent Real Property Lease. With respect to the Parent LeasedReal Property, Section4.14(b)of the Parent Disclosure Letter also contains a true and complete list as of the date hereofof all agreements under which Parent or any of its subsidiaries is, as of the date hereof, the landlord, sublandlord, tenant, subtenantor occupant that have not been terminated or expired as of the date hereof and are material to the business of Parent and its subsidiaries,taken as a whole (each a “Parent Real Property Lease”). Parent has heretofore made available to the Company true and completecopies of the Parent Real Property Leases.

(c)            Withrespect to each of the Parent Leased Real Properties, neither Parent nor any of its subsidiaries has exercised or given any notice ofexercise of any option of right of first offer or right of first refusal to purchase, expand, renew or terminate contained in the ParentReal Property Leases.

(d)            NeitherParent nor any of its subsidiaries has received written notice of any proceedings in eminent domain, condemnation or other similar proceedingsthat are pending, and Parent has not received written notice threatening any such proceedings, in each case, affecting any material portionof the Parent Leased Real Property. Neither Parent nor any of its subsidiaries has received written notice of the existence of any outstandingwrit, injunction, decree, order or judgment or of any pending proceeding pertaining to or affecting any material portion of the ParentLeased Real Property. As of the date hereof, none of the material improvements located on any parcel of Parent Leased Real Property thatis material to the business of Parent and its subsidiaries, taken as a whole, has been damaged by a fire or other casualty and not beenrestored and repaired either (i)to substantially the same condition they were in prior to such event or (ii)to a conditionnecessary for the use of Parent in the ordinary course.

(e)            Tothe knowledge of Parent, there are no conditions or defects, latent or otherwise, to the Parent Leased Real Property that would, individuallyor in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

(f)            Noneof Parent’s or its subsidiaries’ current use of the Parent Leased Real Property violates any restrictive covenant of recordthat affects any of the Parent Leased Real Property or any applicable Laws, in each case to the extent the same would reasonably be expectedto have a Parent Material Adverse Effect.

4.15         IntellectualProperty.

(a)            Parentor its subsidiaries owns, is licensed under Parent Inbound IP Agreements that are, to the knowledge of Parent, in full force and effect,or otherwise has the right to use all Patents, Trademarks, Trade Secrets, Copyrights and all other Intellectual Property, all registrationsof any of the foregoing, or applications therefor, that Parent uses in its respective business as presently conducted or as currentlycontemplated by Parent to be conducted (collectively, and along with the Parent Registered Intellectual Property, the “Parent IntellectualProperty”). The foregoing representation and warranty shall not be interpreted as a representation and warranty regarding infringement,misappropriation, or other violations of third-party Intellectual Property, which is dealt with exclusively in Section4.15(e). Parentand its subsidiaries possess legally sufficient and enforceable rights pursuant to written agreements to use all Parent Intellectual Propertynot solely owned by Parent or its subsidiaries as such Parent Intellectual Property are used in Parent’s business as presently conductedor as currently contemplated by Parent to be conducted, in each case in accordance with the terms of the Parent Inbound IP Agreements.Parent or its subsidiaries is the sole and exclusive owner of all rights, title and interests in and to the Owned Parent IntellectualProperty, and the Owned Parent Intellectual Property, and to the knowledge of Parent, all other Parent Intellectual Property, is freeand clear of all Liens (other than Parent Permitted Liens).

(b)            Section4.15(b)ofthe Parent Disclosure Letter sets forth as of the date hereof a true and complete list of all Patents, Trademarks and registered Copyrightsthat are owned or purported to be owned by Parent and its subsidiaries. The Parent Registered Intellectual Property owned by Parent, andto the knowledge of Parent, all other Parent Registered Intellectual Property is subsisting and in full force and effect, and has notbeen abandoned or dedicated to the public domain or adjudged invalid or unenforceable (other than such Parent Registered IntellectualProperty that is denoted by a Governmental Authority as expired, lapsed or abandoned). All Parent Registered Intellectual Property whichhas been issued, granted or registered is, to Parent’s knowledge, valid and enforceable.

(c)            Withrespect to Parent Registered Intellectual Property, Parent has taken reasonable steps to avoid revocation, cancellation, or lapse orotherwise materially adversely affecting its enforceability, use, or priority. With respect to Parent Registered Intellectual Property,to the knowledge of Parent, all duties of disclosure, candor and good faith have been complied with. With respect to the Parent RegisteredIntellectual Property, to the knowledge of Parent, all other material procedural requirements have been complied with, including inventorshaving been properly identified on all Patents, all necessary affidavits of inventorship, ownership, use and continuing use and otherfilings having been timely made, and all necessary maintenance fees and other fees timely paid to file, prosecute, obtain and maintainin effect all such rights in all material respects. Assignment documents have been validly executed and filed with relevant GovernmentalAuthorities to the extent necessary to transfer to Parent or its subsidiaries title to any of Parent’s or its subsidiaries ownedParent Registered Intellectual Property previously owned by a third party and to record such transfer. To the knowledge of Parent, eachof Parent’s or its subsidiaries’ owned Patents properly identifies each and every inventor of the claims thereof as determinedin accordance with the laws of the jurisdiction in which such Patent was issued or such Patent application is pending. The named inventorsof each of Parent’s or its subsidiaries’ owned Patents have assigned their rights under Parent’s or its subsidiaries’owned Patents to Parent or its subsidiaries, respectively. All assignments to Parent or its subsidiaries of the Parent Registered IntellectualProperty owned by Parent or its subsidiaries, respectively, are, to the knowledge of Parent, valid and enforceable.

(d)            Tothe knowledge of Parent, since January1, 2020, no third party has interfered with, infringed upon, misappropriated, diluted, violated,or asserted any competing claim of right to use or own any of the Parent Intellectual Property. In particular, there is no litigation,opposition, interference, inventorship challenge, refusal, cancellation, or proceeding pending, asserted or threatened in writing againstParent or its subsidiaries concerning the validity, registrability, enforceability, duration, scope, priority, ownership or other violationof any Parent Intellectual Property or an exclusively licensed right to use any Parent Intellectual Property except for office actionsand other ex parte proceedings in the ordinary course of prosecuting or maintaining the Owned Parent Intellectual Property. Since January1,2020, neither Parent nor its subsidiaries or its subsidiaries’ respective representatives have sent or otherwise made any communicationto any third party regarding any alleged or suspected infringement, misappropriation, dilution or violation of any Parent IntellectualProperty.

(e)            Tothe knowledge of Parent, the conduct of the business of Parent or its subsidiaries, as conducted since January1, 2020, and as currentlycontemplated by Parent to be conducted, has not interfered with, infringed upon, misappropriated, diluted, or otherwise violated the IntellectualProperty of third parties. To the knowledge of Parent, the practice and exploitation of the products, product candidates and Parent IntellectualProperty, has not interfered with, infringed upon, misappropriated, diluted or otherwise violated, the Intellectual Property of thirdparties. No claim or action alleging infringement, misappropriation, dilution, or other violation of any third party Intellectual Propertyis pending or, to the knowledge of Parent, threatened against Parent, its subsidiaries or any other person who may be entitled to be indemnified,defended, held harmless or reimbursed by Parent or its subsidiaries with respect to such claim or action. Since January1, 2020,neither Parent nor its subsidiaries has received any written (or to the knowledge of Parent, any non-written) charge, complaint, claim,demand, or notice (whether in writing, electronic form or otherwise) from any third party alleging or threatening to allege that the operationof the business of Parent and its subsidiaries as conducted since January1, 2020, and as contemplated to be conducted, has interferedwith, infringed upon, misappropriated, diluted, or otherwise violated the Intellectual Property of such third party (including any invitationto license, any claim that Parent or its subsidiaries must license, or any claim that Parent must refrain from using any IntellectualProperty). To the knowledge of Parent, there is no other assertion, threat, claim, complaint, or demand from any third party allegingthat the operation of the business of Parent and its subsidiaries, or any of the products or services of Parent or its subsidiaries, hasinterfered with, infringed upon, misappropriated, diluted, or otherwise violated the Intellectual Property of any third party (includingany invitation to license, any claim that Parent or its subsidiaries must license, or any claim that Parent must refrain from using IntellectualProperty rights).

(f)            Allprior art and information known to Parent and its subsidiaries and material to the patentability of the Patents included in the ParentRegistered Intellectual Property has been disclosed to the relevant Governmental Authority during the prosecution of the Patents includedin the Parent Registered Intellectual Property in accordance with applicable Laws. Neither Parent nor its subsidiaries nor, to the knowledgeof Parent, any other person, has made any untrue statement of a material fact or fraudulent statement or omission to any applicable GovernmentalAuthority regarding any pending or issued Patent claims included in the Parent Registered Intellectual Property.

(g)            NeitherParent nor its subsidiaries has agreed to, nor has an obligation to pay any third party royalties or payments in connection with the saleof Parent products and services.

(h)            Afterthe Closing, Parent and its subsidiaries shall continue to own or have the valid right or enforceable licenses as are sufficient to useall of the Intellectual Property and technology used by Parent and its subsidiaries to the same extent as owned, possessed, utilized andhad by Parent prior to the Closing. The execution of, the delivery of, the consummation of the Merger shall not result in any: (i)loss,encumbrance on, or impairment of any Parent Intellectual Property, including a third party gaining the right to modify or terminate anyParent IP Agreement, (ii)breach of any Parent IP Agreement, (iii)the release, disclosure or delivery of any Parent IntellectualProperty by or to any escrow agent or other person, or (iv)grant, assignment or transfer to any other person of any license or otherright or interest under, to or in any of the Parent Intellectual Property.

(i)            Tothe knowledge of Parent, none of the activities of the employees of Parent or its subsidiaries violates any agreement or arrangement whichany such employees have with former employers. All current and former employees and consultants who contributed to the discovery or developmentof any material Owned Parent Intellectual Property did so pursuant to written agreements assigning all rights to such developed subjectmatter to Parent or its subsidiaries.

(j)            Tothe knowledge of Parent, each current or former employee, contractor or consultant of Parent or its subsidiaries who has proprietary knowledgeof or information relating to material Trade Secrets of Parent or its subsidiaries has executed and delivered to Parent or its subsidiariesan agreement or agreements restricting such person’s right to use and disclose such knowledge or information of Parent or its subsidiaries.

(k)            Nosettlements, injunctions, forbearances to sue, consents, judgments, orders or similar obligations to which Parent or its subsidiariesis party: (i)restrict the use, exploitation, assertion or enforcement of any Parent Intellectual Property anywhere in the world;(ii)restrict the conduct of the business of Parent, its subsidiaries or any of its respective employees as presently conducted andas contemplated to be conducted; or (iii)grant third parties any material or exclusive rights (including field and territory-limitedrights) under any Parent Intellectual Property. After the Closing, no past or present director, officer, employee, consultant or independentcontractor of Parent or its subsidiaries shall own (or have any claim, or any right (whether or not currently exercisable) to any ownershipinterest, in or to) any Owned Parent Intellectual Property or, to the knowledge of Parent, any other Parent Intellectual Property.

(l)            Parentand its subsidiaries have taken reasonable steps to protect the confidentiality and value of all material Trade Secrets and other materialconfidential information that are owned, used or held in confidence by Parent or its subsidiaries, including entering into licenses andcontracts that require employees, licensees, contractors, and other persons with access to Trade Secrets or other confidential informationto safeguard and maintain the secrecy and confidentiality of such Trade Secrets. No material Trade Secret of Parent or its subsidiarieshas been authorized to be disclosed or, to the knowledge of Parent, disclosed to any third party in violation of confidentiality obligationsto Parent or its subsidiaries. To the knowledge of Parent, no party to a nondisclosure agreement with Parent or its subsidiaries is inmaterial breach or default thereof.

(m)            Nogovernment funding nor government, academic or non-profit research facilities or personnel were used, directly or indirectly, to developor create, in whole or in part, any of the Owned Parent Intellectual Property, or, to the knowledge of Parent, any other Parent IntellectualProperty.

(n)            Exceptas has not reasonably expected to have a Parent Material Adverse Effect: (i)the Software, hardware, databases, websites, computerequipment, servers, telecommunication systems, networks, interfaces, platforms, systems and other information technology or related infrastructurethat are owned, operated, leased, used in or necessary for the conduct of the business of Parent or its subsidiaries, including such informationtechnology or related infrastructure obtained or licensed from a vendor carrying out activities on behalf of Parent or its subsidiaries(collectively, the “Parent Systems”) are lawfully owned, leased, or licensed by Parent or its subsidiaries, and are reasonablysufficient for the conduct of their respective businesses as presently conducted, (ii)since January1, 2020, to the knowledgeof Parent, there have been no failures, breakdowns, continued substandard performance or other adverse events affecting any such ParentSystems that have caused or could reasonably be expected to result in the substantial disruption or interruption in or to the use of suchParent Systems or the conduct of the business of Parent as presently conducted, and (iii)to the knowledge of Parent, since January1,2020, there have not been any material incidents of unauthorized access or other security breaches of the Parent Systems, and (iv)tothe knowledge of Parent, the Parent Systems do not contain any viruses, bugs, vulnerabilities, faults, or other disabling code that could(x)significantly disrupt or adversely affect the functionality or integrity of any Parent System, or (y)enable or assist anyperson to access Parent Systems without proper authorization. To the knowledge of Parent, the Parent Systems do not contain any “backdoor,” “time bomb,” “Trojan horse,” “worm,” “drop-dead device,” “virus,”malware or other Software routines or components intentionally designed to permit unauthorized access to, maliciously disable, maliciouslyencrypt, or erase Software, hardware, or data. To the knowledge of Parent, Parent and its subsidiaries are not in breach of any of theirContracts relating to material Parent Systems. Since January1, 2020, Parent and its subsidiaries have not been subjected to an auditof any kind in connection with any Contract pursuant to which they use any third party system, nor received any notice of intent to conductany such audit.

4.16         Taxes.

(a)            (i)Parent,Merger Sub and each of their subsidiaries have prepared and timely filed (taking into account any extension of time within which to file)all material Tax Returns required to be filed by any of them, and all such filed Tax Returns are true, correct and complete in all materialrespects; and (ii)the unpaid Taxes of Parent and each of their subsidiaries (A)did not, as of the date of their most recentconsolidated financial statements, materially exceed the reserve or accrual for Tax liability (excluding any reserve for deferred Taxesestablished to reflect timing differences between book and Tax income) set forth in the face of such consolidated financial statements(rather than in any notes thereto) and (B)shall not materially exceed that reserve as adjusted for the passage of time throughthe Closing Date in accordance with the past custom and practice of Parent, Merger Sub and their applicable subsidiaries in filing itsTax Returns.

(b)            Sincethe date of their most recent consolidated financial statements, Parent and each of its subsidiaries have not incurred any material liabilityfor Taxes other than in the ordinary course of business.

(c)            Exceptas would not have a Parent Material Adverse Effect, Parent, Merger Sub and each of their subsidiaries:

(i)             havematerially complied with all applicable Laws, rules, and regulations relating to the payment and withholding of Taxes with respect toamounts owing to any employee, independent contractor, stockholder, creditor or third party within the time and in the manner prescribedby Law;

(ii)            havenot waived any statute of limitations with respect to any Taxes or agreed to any extension of time with respect to any Tax assessmentor deficiency, which waiver or extension is currently effective, other than in connection with an extension of time for filing a Tax Return;

(iii)           haveno pending or threatened audits, examinations, or assessments (or other similar proceedings initiated by a Governmental Authority) inrespect of Taxes or Tax matters to which Parent or Merger Sub is a party;

(iv)           arenot and have not been a party to any Tax Sharing Agreement (other than an agreement exclusively between or among Parent and its subsidiariesor among Parent’s subsidiaries) pursuant to which it may have any obligation to make any payments for Taxes after the EffectiveTime and have no liability for Taxes of any person (other than Parent or any of its subsidiaries) under Treasury Regulations Section1.1502-6(or any similar provision of state, local, or non-U.S. Law) or as transferee or successor;

(v)            haveno Liens for Taxes upon any property or assets of Parent or any of its subsidiaries, other than Parent Permitted Liens described in clause(i)of the definition thereof;

(vi)           havenot entered into any “closing agreement” under section 7121 of the Code, or other similar agreement with a Governmental Authorityin respect of Taxes that remains in effect, and no request for a ruling, relief, advice, or any other item that relates to the Taxesor Tax Returns of Parent, Merger Sub or any of their subsidiaries is currently pending with any Governmental Authority, and no such ruling,relief or advice has even been obtained; and

(vii)          donot participate and have not participated in a “listed transaction” within the meaning of Treasury Regulations Section1.6011-4(b).

(d)            Eachof Parent, Merger Sub and each of their subsidiaries is, and always has been, treated for U.S. federal income Tax purposes as set forthon Section4.16(d)of the Parent Disclosure Letter.

4.17         EmployeeBenefit Plans.

(a)            Withrespect to each material Parent Plan, Parent has made available to the Company, as applicable, (i)the plan document (or, with respectto any unwritten Parent Plan, a written description thereof), (ii)the most recent annual report (Form5500) prepared in connectionwith any such Parent Plan, (iii)the most recent determination or opinion letter, if any, from the IRS for any Parent Plan that isintended to qualify pursuant to Section401(a)of the Code, (iv)the most recent actuarial or valuation report, (vii)anymaterial communications with any Governmental Authority during the past three (3)years, and (viii)the most recent nondiscriminationtesting results.

(b)            EachParent Plan and trust that is intended to be qualified under Section401(a)of the Code is covered by a currently effective,favorable determination letter, or is established on a pre-approved form of plan document that is covered by a favorable advisory or opinionletter, or has pending or has time remaining in which to file an application for such determination from the IRS, and, to the knowledgeof Parent, (i)no revocation of any such determination, advisory, or opinion letter has been threatened by any Governmental Authority,and (ii)no circumstances exist that could reasonably be expected to result in the loss of such qualified status under Section401(a)ofthe Code or material liability to Parent.

(c)            NoParent Plan is, and neither Parent nor any of its ERISA Affiliates sponsors, maintains or contributes (or is required to contribute) to,or has ever sponsored, maintained or contributed (or been required to contribute) to, any employee benefit plan subject to Title IV ofERISA, including any multiemployer plan, as defined in Section3(37) of ERISA.

(d)            EachParent Plan has been established, operated, administered, and maintained in all material respects in compliance with its terms and inall material respects with the requirements of applicable Laws, including ERISA and the Code. To the knowledge of Parent, neither Parentnor any of its ERISA Affiliates has engaged in a transaction that could reasonably be expected to subject Parent or any ERISA Affiliateto a material Tax or penalty imposed by either Section4975 of the Code or Section502(i)of ERISA.

(e)            NeitherParent nor any of its subsidiaries has any liability in respect of post-retirement health, medical or life insurance benefits for anyretired, former or current employee, officer, director or other service provider of Parent or any of its subsidiaries (or any dependentor beneficiary thereof) except coverage or benefits as required under Section4980B of the Code or any other applicable Laws at theparticipant’s sole expense.

(f)            Thereis no material Action pending against or, to the knowledge of Parent, threatened against, any Parent Plan before any Governmental Authority,other than routine claims for benefits. No Parent Plan is, or in the past three (3)years has been, the subject of an investigation,examination or audit by a Governmental Authority or is the subject of an application or filing under, or is a participant in, an amnesty,voluntary compliance, self-correction, or similar program sponsored by any Governmental Authority.

(g)            EachParent Foreign Plan has been registered and maintained in all material respects in compliance with its terms and in all material respectswith the requirements of applicable Laws and in good standing with applicable regulatory authorities. No Parent Foreign Plan is a definedbenefit plan (as defined in ERISA, whether or not subject to ERISA).

4.18         EmploymentMatters.

(a)            NeitherParent nor any of its subsidiaries is a party to or is bound by, or is currently negotiating, any Collective Bargaining Agreement withany Union. Neither Parent nor any of its subsidiaries is the subject of an Action asserting that Parent or any such subsidiary has committedan unfair labor practice (within the meaning of the National Labor Relations Act). For the last three (3)years, no Union or groupof Parent employees has made a pending demand for recognition or certification, and, to the knowledge of Parent, there are no representationor certification proceedings or petitions seeking a representation proceeding presently pending or, to the knowledge of Parent, threatenedto be brought or filed with the National Labor Relations Board, any other Governmental Authority. To the knowledge of Parent, for thepast three (3)years, there have been no Union organizing activities with respect to any employees of Parent or any of its subsidiaries.There is no, and for the past three (3)years there has not been, any work slowdown, lockout, work stoppage, picketing, strike, orother material labor dispute or disputes or collective labor action involving Parent or any of its subsidiaries pending or, or to theknowledge of Parent, threatened.

(b)            Parentand each of its subsidiaries is, and since January1, 2020 has been, in material compliance with all applicable Laws and Contracts,relating to employment, employment practices, labor, compensation, immigration, employee leave, benefits, hours, terms and conditionsof employment, and the termination of employment, including the proper classification of employees as exempt or nonexempt from overtimepay requirements and the proper classification of individuals as independent contractors or employees, unemployment insurance, collectivedismissals, and the Worker Adjustment and Retraining Notification Act (and any applicable similar foreign, state or local Laws).

4.19         EnvironmentalMatters.

(a)            Exceptas would not be reasonably expected, individually or in the aggregate, to have a Parent Material Adverse Effect:

(i)             tothe knowledge of Parent, there is no pending or threatened Environmental Claim regarding Parent or any of its subsidiaries or any propertycurrently, or formerly owned, operated or leased by Parent or its subsidiaries;

(ii)            withrespect to real property that is currently leased or operated by Parent and its subsidiaries, and to the knowledge of Parent, with respectto real property that was formerly owned, leased or operated by Parent or its subsidiaries, there have been no Releases of HazardousMaterials at or from any of such real properties that has caused environmental contamination at any location that is reasonably likelyto result in an obligation of Parent or any subsidiary to investigate or remediate such environmental contamination pursuant to applicableEnvironmental Law;

(iii)           neither(A)Parent or any subsidiary thereof (B)nor to the knowledge of Parent any entity previously owned by Parent or any subsidiarythereof, has transported or arranged for the treatment, storage, handling, disposal or transportation of any Hazardous Material at orto any third party location that is reasonably likely to result in an Environmental Claim or Environmental Liability;

(iv)           neitherParent nor any subsidiary thereof has expressly assumed or undertaken responsibility for any liability or obligation of any other personarising under Environmental Laws; and

(v)            tothe knowledge of Parent, Parent has made available to the Company environmental site assessments reasonably available and in its possessionrespecting material environmental conditions at properties currently leased or used by Parent or its subsidiaries.

(b)            Exceptas would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, to the knowledge of Parent,Parent and each of its subsidiaries are, and for the past three (3)years have been, in compliance with all Environmental Laws (whichcompliance includes, but is not limited to, possession of all Environmental Permits required under applicable Environmental Laws, andcompliance with the terms and conditions thereof).

4.20         RegulatoryMatters; Compliance.

(a)            Eachof Parent and its subsidiaries is, and since January1, 2020, has been, in material compliance with applicable FDA Laws. Since January1,2020, neither Parent nor any of its subsidiaries has received any written notification of any pending or threatened claim, suit, proceeding,hearing, enforcement, audit, investigation or arbitration from any Governmental Authority, including the FDA, alleging potential or actualnon-compliance by, or liability of, Parent or any of its subsidiaries under FDA Laws.

(b)            Parentand its subsidiaries hold such licenses, permits, variances, registrations, exemptions, orders, consents, approvals, clearances, andother authorizations required under the FDA Laws for the conduct of the business of Parent and its subsidiaries as currently conducted(collectively, the “Parent FDA Permits”) and all such Parent FDA Permits are in full force and effect. Since January1,2020, Parent and its subsidiaries have fulfilled and performed all of their material obligations with respect to the Parent FDA Permits,and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results inany other material impairment of the rights of the holder of any Parent FDA Permit. Since January1, 2020, Parent and its subsidiarieshave filed, maintained, or furnished to the FDA or any comparable Governmental Authority all material applications, reports, documents,claims, submissions, and notices required by the Parent FDA Permits or under the applicable FDA Laws, including all adverse event reportsand clinicaltrials.gov registrations and reports, and all such filings were timely made and were complete and correct in all materialrespects (or were corrected in or supplemented by a subsequent filing). Since January1, 2020, neither Parent nor any of its subsidiarieshave received any FormFDA 483, warning letter, untitled letter or other written correspondence or notice from the FDA or any comparableGovernmental Authority alleging or asserting noncompliance with any Parent FDA Permits or FDA Laws. No manufacturing site owned by Parentor its subsidiaries or, to the knowledge of Parent, any of Parent’s or its subsidiaries’ respective contract manufacturers,is, or has been since January1, 2020, subject to a material shutdown or import or export prohibition imposed by the FDA or anotherGovernmental Authority.

(c)            SinceJanuary1, 2020, the clinical and pre-clinical studies conducted by or on behalf of or sponsored by Parent or its subsidiaries wereand, if still pending, are being conducted in all material respects in accordance with all applicable FDA Laws, including FDA Laws relatingto good clinical practices and good laboratory practices. Since January1, 2020, no clinical studies conducted by or on behalf ofParent or its subsidiaries have been placed on clinical hold, remain on clinical hold or have been terminated or suspended at the requestof a Governmental Authority or institutional review board prior to completion, and neither Parent nor, to the knowledge of Parent, anyGovernmental Authority or institutional review board is considering such action. Since January1, 2020, neither Parent nor any ofits subsidiaries have received any written notice or correspondence from the FDA, any comparable Governmental Authority, institutionalreview board or clinical investigator alleging any clinical studies conducted by or on behalf of Parent or its subsidiaries are in violationof the FDA Laws.

(d)            SinceJanuary1, 2020, the development, testing, manufacture, packaging, labeling, import, export, advertising, distribution and storage,as applicable, of Parent’s and its subsidiaries’ product candidates has been and is being conducted in material compliancewith all applicable FDA Laws, including FDA Laws relating to current good manufacturing practices. Since January1, 2020, there havebeen no recalls, investigator notices or other notices of action relating to a material safety concern or alleged lack of regulatory complianceof any of Parent’s or its subsidiaries’ product candidates and, to the knowledge of Parent, there are no facts or circumstancesthat would be reasonably likely to result in such action or otherwise require the termination or suspension of the development and testingof any product candidate.

(e)            NeitherParent nor its subsidiaries nor, to the knowledge of Parent, any of its officers, employees or agents has (i)made an untrue statementof a material fact or fraudulent statement to the FDA or any comparable Governmental Authority, (ii)failed to disclose a materialfact required to be disclosed to the FDA or any comparable Governmental Authority, or (iii)committed any other act that (in anysuch case) would reasonably be expected to provide a basis for the FDA to invoke its policy with respect to “Fraud, Untrue Statementsof Material Facts, Bribery, and Illegal Gratuities” set forth in 56 Fed. Reg. 46,191 (September10, 1991) and any amendmentsthereto. Neither Parent nor its subsidiaries nor, to the knowledge of Parent, any of its officers, employees, or agents have been convictedof any crime or engaged in any conduct that has resulted in or would reasonably be expected to result in (i)debarment under 21 U.S.C. § 335a or any similar Law or (ii)exclusion under 42 U.S.C. § 1320a-7 or any similar Law. Neither Parent nor its subsidiariesis a party to any corporate integrity agreements, monitoring agreements, consent decrees, settlement orders or similar agreements withor imposed by the FDA or any comparable Governmental Authority.

(f)            SinceJanuary1, 2020, neither Parent nor its subsidiaries has marketed, advertised, distributed, sold, or commercialized, or is currentlymarketing, distributing, selling, or otherwise commercializing, any products or product candidates.

4.21         HealthcareRegulatory; Compliance.

(a)            Eachof Parent and its subsidiaries is, and at all times since January1, 2020, has been, in material compliance with all applicable HealthcareLaws and, as of the date of this Agreement, to Parent’s knowledge, there is no Action pending, received by or threatened in writingagainst Parent or its subsidiaries related to such Healthcare Laws.

(b)            Parenthas implemented and has in place a compliance program that is materially consistent with applicable Healthcare Laws and commercially reasonableindustry standards.

(c)            ToParent’s knowledge, no person has filed against Parent an action relating to Parent under any federal or state whistleblower statute,including under the False Claims Act of 1863 (31 U.S.C. § 3729 et seq.).

(d)            SinceJanuary1, 2020, Parent and its subsidiaries have made and kept books, records, and accounts which, in reasonable detail, accuratelyand fairly reflect the transactions and dispositions of the drug product assets of Parent and each of its subsidiaries.

4.22         Insurance.

(a)            Exceptas would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, each insurance policyunder which Parent or any of its subsidiaries is an insured or otherwise the principal beneficiary of coverage (collectively, the “ParentInsurance Policies”) is in full force and effect and all related premiums have been paid to date.

(b)            TheParent Insurance Policies are reasonable and customary in coverage, scope and size of premiums based on the activities of Parent as conductedand as contemplated to be conducted as of the date of this Agreement.

(c)            Parentand its subsidiaries are in compliance with the terms and conditions of the Parent Insurance Policies, except for any non-compliance aswould not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect.

(d)            NeitherParent nor any of its subsidiaries is in material breach or default (including any such breach or default with respect to the paymentof premiums or the giving of notice under any such policy) under any Parent Insurance Policy, and, to the knowledge of Parent, no eventhas occurred which, with notice or lapse of time, would constitute such breach or default, or permit termination or modification, undersuch policy. No material claims insurance claims made by Parent or any of its subsidiaries has been questioned, denied or disputed.

4.23         Anti-Corruption;Global Trade Control Laws.

(a)            SinceJanuary1, 2018, neither Parent, nor its subsidiaries, nor any of Parent’s or its subsidiaries’ respective current orformer officers, directors, or, to the knowledge of Parent, any representative acting on behalf of Parent or its subsidiaries, includingany of their respective officers, directors, or employees, has violated, to the extent applicable, any Anti-Corruption Laws, includingby unlawfully directly or indirectly offering, promising, providing, or authorizing the provision of any money, property, contribution,gift, entertainment or other thing of value to any person, so as to influence official action, to secure an improper advantage, or toencourage the recipient to breach a duty of good faith or loyalty or the policies of their employer.

(b)            NeitherParent, nor its subsidiaries, nor, to the knowledge of Parent, any representative acting at the direction of Parent or its subsidiaries(i)is under external or internal investigation for (A)any violation of the Anti-Corruption Laws, (B)any alleged irregularity,misstatement or omission arising under or relating to any Contract between such person and any Governmental Authority, or any instrumentalitythereof or (C)any unlawful contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment or the provisionof anything of value, directly or indirectly, to a Government Official, (ii)has received any notice or other written communicationfrom any Governmental Authority with respect to any actual, alleged or potential violation of, or failure to comply with, any Anti-CorruptionLaws, or (iii)to the knowledge of Parent, is the subject of any internal complaint, audit or review process with respect to allegationsof potential violation of the Anti-Corruption Laws.

(c)            Parentand its subsidiaries maintain internal controls reasonably designed to promote compliance with the Anti-Corruption Laws.

(d)            NeitherParent, nor its subsidiaries, nor any director, officer or employee of any of Parent or its subsidiaries, is, or since January1,2018, has been, (i)a Restricted Party or (ii)majority owned or, to the extent applicable, controlled by a Restricted Party.

(e)            Parentand its subsidiaries are, and since January1, 2018, have been, in material compliance with all Global Trade Control Laws, whichincludes possession of and material compliance with all licenses, permits, variances, registrations, exemptions, orders, consents, approvals,clearances, and other authorizations required by Global Trade Control Laws and submission of required notices or reports to all GovernmentalAuthorities that are concerned with such Global Trade Control Laws.

(f)            SinceJanuary1, 2018, neither Parent nor its subsidiaries has directly or indirectly engaged in any business with, or used, directly orindirectly, any corporate funds to contribute to or finance the activities of, any Restricted Party or in or with any Restricted Marketand is not currently doing so, in each case in violation of the Global Trade Control Laws. Parent acknowledges that activities under thisAgreement shall not (i)be in a Restricted Market; (ii)involve individuals ordinarily resident in a Restricted Market; or (iii)includecompanies, organizations, or governmental entities from or located in a Restricted Market, in each case in violation of the Global TradeControl Laws.

(g)            Tothe knowledge of Parent, (i)since January1, 2018, neither Parent nor its subsidiaries has been the subject of any investigations,reviews, audits or inquiries by a Governmental Authority related to Global Trade Control Laws, and (ii)as of the date hereof, noinvestigation, review, audit, or inquiry of or to Parent or its subsidiaries by any Governmental Authority with respect Global TradeControl Laws is pending or threatened.

4.24         Brokersand Finder’s Fees. Except for Cowen and Company, LLC (the “Parent Financial Advisor”), no broker, investment banker,financial advisor or other person is entitled to any broker’s, finder’s or financial advisor’s fee or commission inconnection with the transactions contemplated hereby based upon arrangements made by or on behalf of Parent or any of its subsidiaries.

4.25         Opinionof the Financial Advisor. The Parent Board has received an opinion from the Parent Financial Advisor to the effect that, as of thedate of such opinion and based on and subject to the various factors, qualifications, assumptions, limitations and other matters setforth therein, the Exchange Ratio is fair, from a financial point of view, to Parent.

4.26         AntitakeoverLaws. The Parent Board has duly taken all actions so that no Takeover Laws shall prohibit the execution, delivery or performanceof or compliance with this Agreement, the Merger, the Company Voting Agreement, the Parent Voting Agreement, or the other transactionscontemplated hereby. Parent has no “rights plan”, “rights agreement” or “poison pill” in effect.

4.27         Ownershipand Operations of Merger Sub. Parent owns, and at the Effective Time shall own, beneficially and of record, all of the outstandingcapital stock of Merger Sub indirectly through two or more of its wholly-owned subsidiaries. Merger Sub was formed solely for the purposeof engaging in the transactions contemplated hereby, has engaged in no other business activities, has not incurred any material obligationsor liabilities except pursuant to this Agreement and has conducted its operations only as contemplated by this Agreement.

4.28         Ownershipof Company Common Stock. Except as contemplated by this Agreement, none of Parent or any of its subsidiaries directly or indirectlyowns, and at all times for the past three (3)years, none of Parent or any of its subsidiaries has owned, beneficially or otherwise,any shares of Company Common Stock or any securities, Contracts or obligations convertible into or exercisable or exchangeable for sharesof Company Common Stock, other than by virtue of the Company Voting Agreement.

4.29         InvestmentCompany Act. Neither Parent nor any of its subsidiaries is an “investment company” within the meaning of the InvestmentCompanies Act of 1940, as amended.

4.30         NoOther Representations; No Reliance; Waiver. Each of Parent and Merger Sub represents, warrants, acknowledges and agrees that noneof the Company Related Persons makes or has made any representation or warranty, either express or implied, as to the accuracy or completenessof any information provided or made available to the Parent Related Persons or any other person in connection with this Agreement, theMerger, the Parent Voting Agreement or any of the other transactions contemplated by this Agreement or with respect to any projections,forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof),future cash flows or future financial condition (or any component thereof), or any component of the foregoing, or any other forward lookinginformation, of the Company or any of its Affiliates (including any such projections or forecasts provided or made available to Parentand Merger Sub or Parent Related Persons in certain “data rooms” or management presentations in expectation of the transactionscontemplated by this Agreement), and no Parent Related Person has relied on any information or statements made or provided (or not madeor provided) to any Parent Related Person other than the representations and warranties of the Company expressly set forth in Section3of this Agreement (as qualified by the Company Disclosure Letter) and any certificate delivered pursuant to Section7.2(e).

Section5

COVENANTSAND AGREEMENTS

5.1           Conductof the Company’s Business.

(a)            TheCompany covenants and agrees as to itself and its direct or indirect subsidiaries that, from the date of this Agreement until the earlierof the Effective Time and termination of this Agreement in accordance with Section8.1, except (i)as required or specificallypermitted by any other provision of this Agreement (or as expressly set forth in Section5.1(a)of the Company Disclosure Letter),(ii)as required by applicable Law or (iii)with Parent’s prior written consent (such consent not to be unreasonably withheld,conditioned or delayed), the Company and its direct and indirect subsidiaries shall conduct their respective businesses in the ordinarycourse of business consistent with past practice in all material respects and, to the extent consistent therewith, use their commerciallyreasonable efforts to (A)preserve their material assets and pay their Indebtedness and Taxes when due, subject to good faith disputesover such Indebtedness and Taxes, (B)keep in effect casualty, product liability, workers’ compensation, property damage, businessinterruption and other insurance policies in coverage amounts substantially similar to those in effect on the date of this Agreement,(C)preserve the Company’s business organization and maintain its existing relations and goodwill with suppliers, distributors,creditors, lessors, consultants, regulators and material business partners, and (D)preserve and protect the material Company IntellectualProperty.

(b)            NegativeCovenants Pending Closing. Except as required or specifically permitted by this Agreement (or as expressly set forth in Section5.1(b)ofthe Company Disclosure Letter) or as required by applicable Law, from the date of this Agreement until the earlier of the Effective Timeand termination of this Agreement in accordance with Section8.1, unless Parent otherwise consents in advance in writing (such consentnot to be unreasonably withheld, conditioned, or delayed), neither the Company nor any of its direct or indirect subsidiaries shall ormay:

(i)            amendthe Company Charter Documents or the organizational or governing documents of any of the Company’s subsidiaries;

(ii)            exceptwith respect to compensatory equity grant issuances made to new hires of the Company or its subsidiaries of a level lower than Vice Presidentin the ordinary course of business consistent with past practice, (A)issue, deliver, sell, grant, dispose of, pledge or otherwiseencumber any shares of capital stock of any class or any other Equity Interest of the Company or any of its direct or indirect subsidiaries(the “Company Securities”), or any rights, warrants, options, calls, commitments or any other agreements of any characterto purchase or acquire any Company Securities, or any securities or rights convertible into, exchangeable or exercisable for, or evidencingthe right to subscribe for, any Company Securities, in each case to or in favor of a person other than the Company or a wholly ownedsubsidiary of the Company, provided that the Company may issue shares of Company Common Stock solely upon the exercise or settlementof Company Options and Company Restricted Stock Units and purchase rights under the ESPP that are outstanding on the date of this Agreementin accordance with their terms as of the date of this Agreement; (B)redeem, purchase or otherwise acquire any outstanding CompanySecurities, or any rights, warrants, options, calls, commitments, convertible securities or any other agreements of any character toacquire any Company Securities, except in connection with the exercise or settlement of Company Options and Company Restricted StockUnits that are outstanding on the date of this Agreement and in accordance with their terms as of the date of this Agreement; (C)adjust,split, combine, subdivide or reclassify any Company Securities; (D)enter into, amend or waive any of the rights under any Contractwith respect to the sale or repurchase of any Company Securities; or (E)except as expressly required by the terms of this Agreement,amend (including by reducing an exercise price or extending a term) or waive any of its rights under any agreement evidencing any outstandingCompany Options, Company Restricted Stock Units or purchase rights under the ESPP;

(iii)            directlyor indirectly acquire or agree to acquire in any transaction any Equity Interest in, or business of, any firm, corporation, partnership,company, limited liability company, trust, joint venture, association or other entity or division thereof (other than in accordance withSection5.1(b)(xviii)) or the purchase (including by license, collaboration or joint development agreement) directly or indirectlyof any properties or assets (other than purchases of supplies and inventory in the ordinary course of business consistent with the Company’spast practice), if the aggregate amount of all consideration to be paid or transferred by the Company and its subsidiaries in connectionwith all such transactions (including the assumption of liabilities) would reasonably be expected to exceed $250,000;

(iv)            exceptas set forth on Section5.1(b)(iv)of the Company Disclosure Letter, sell, pledge, dispose of, transfer, abandon, allow to lapseor expire, lease, license, mortgage or otherwise encumber or subject to any Lien (including pursuant to a sale-leaseback transaction oran asset securitization transaction) (other than a Company Permitted Lien) any properties, rights or assets (including securities of theCompany and its subsidiaries and the Company Intellectual Property) with a fair market value in excess of $100,000 individually or $250,000in the aggregate, except (A)as required to be effected prior to the Effective Time pursuant to Contracts in force on the date ofthis Agreement and listed on Section5.1(b)(iv)of the Company Disclosure Letter, (B)transfers among the Company and itswholly-owned subsidiaries in the ordinary course of business consistent with past practices or (C)dispositions of obsolete assetsor expired inventory;

(v)            incur,create, assume or otherwise become liable for any Indebtedness for borrowed money (including the issuance of any debt security and theassumption or guarantee of obligations of any person) (or enter into a “keep well” or similar agreement) or issue or sellany debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company, in amounts in excess of$250,000 in the aggregate, except for (A)Indebtedness among the Company and any of its wholly-owned subsidiaries, (B)lettersof credit issued in the ordinary course of business and (C)trade credit or trade payables in the ordinary course of business;

(vi)           declare,set aside, make or pay any dividend or other distribution, whether payable in cash, stock, property or otherwise, in respect of the CompanyCommon Stock, Company Preferred Stock or Equity Interests of any non-wholly owned subsidiary of the Company;

(vii)          otherthan as required by applicable Law or the terms of a Company Plan, (A)increase the compensation or benefits (including severancebenefits) of any current or former employees, officers, directors or other service providers of the Company or its subsidiaries, otherthan an increase in the salary or wages of any employee of the Company or its subsidiaries at a level lower than the Vice President levelin the ordinary course of business consistent with past practice and in an amount not to exceed $150,000 in the aggregate; (B)makeany new equity or equity-based awards to any current or former employees, officers, directors or other service providers of the Companyor its subsidiaries; (C)take any action to accelerate the vesting or payment, or prefund or in any other way secure the paymentof, compensation or benefits under any Company Plan; (D)enter into, negotiate, establish, amend, extend or terminate any CompanyPlan (including any arrangement that would be a Company Plan if in effect on the date hereof) or any Collective Bargaining Agreement;or (E)change any actuarial or other assumptions used to calculate funding obligations with respect to any Company Plan or to changethe manner in which contributions to such plans are made or the basis on which such contributions are determined, except insofar as maybe required by GAAP, applicable Law or regulatory guidelines;

(viii)         communicatein a writing that is intended for broad dissemination to the Company’s (or any of its subsidiary’s) employees regarding compensation,benefits or other treatment they will receive following the Merger, unless any such communication has been previously approved by Parent;

(ix)            makeany material changes in financial accounting methods, principles or practices (or change an annual accounting period), except insofaras may be required by GAAP, applicable Law or regulatory guidelines;

(x)             writeup, write down or write off the book value of any material assets, except to the extent required by GAAP;

(xi)            release,compromise, assign, settle or agree to settle any Action, other than Stockholder Litigation subject to Section6.8, (including withoutlimitation any suit, action, claim, proceeding or investigation relating to this Agreement or Merger and the other the transactions contemplatedhereby with adverse parties other than Parent or Merger Sub) or insurance claim, other than compromises, settlements or agreements thatinvolve only monetary payments not in excess of $100,000 individually or $250,000 in the aggregate, in any case without the impositionof material equitable relief on, or the admission of wrongdoing by, the Company or any of its subsidiaries;

(xii)            (A)make,change or revoke any material Tax election or adopt or change any material method of Tax accounting outside of the ordinary course ofbusiness, (B)enter into any “closing agreement” as described in Section7121 of the Code (or any comparable orsimilar provisions of applicable Law), settle or compromise any liability with respect to material Taxes (C)file any material amendedTax Return, or (D)consent to any extension or waiver of the limitations period applicable to any claim or assessment with respectof material Taxes other than such extensions in the ordinary course of business, or (E)take any action that may result in exciseTax or increase the excise tax base as described in Section4501 of the Code, Notice 2023-2 and any subsequent guidance implementingthe foregoing;

(xiii)           makeor commit to any capital expenditures in excess of $300,000 in the aggregate for the remainder of fiscal year 2023;

(xiv)           (A)enterinto or voluntarily terminate any Company Material Contract (other than a confidentiality agreement containing a standstill agreementas contemplated by Section5.3), (B)materially modify, amend, waive any right under or renew any Company Material Contract,other than (in the case of this clause (B)), in the ordinary course of business consistent with past practice, (C)enter into orextend the term or scope of any Contract that purports to restrict the Company, or any of its subsidiaries or Affiliates or any successorthereto, from engaging or competing in any line of business or in any geographic area, or (D)enter into any material Contract thatwould be breached by, or require the consent of any third party in order to continue in full force following, consummation of the Mergerand the other transactions contemplated hereby;

(xv)            implementany layoffs affecting more than fifty (50) Company employees, place more than fifty (50) Company employees on unpaid leave or furlough,or materially reduce the hours or weekly pay of more than fifty (50) Company employees;

(xvi)            makeany investment (by contribution to capital, property transfers, purchase of securities or otherwise) in, or loan or advance (other thantravel and similar advances to its employees in the ordinary course of business consistent with the Company’s past practice) to,any person;

(xvii)          hireor offer, outside of the ordinary course of business, employment or engagement to, promote or terminate the employment or engagement ofany director or officer, or any employee, independent contractor or consultant with total annual compensation in excess of $100,000 orexcept as set forth on Section5.1(b)(xvii)of the Company Disclosure Letter;

(xviii)         mergeor consolidate the Company with any person or adopt a plan of complete or partial liquidation or resolutions providing for a completeor partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Company or any of its material subsidiaries;

(xix)            failto maintain in effect material insurance policies covering the Company and its subsidiaries and their respective properties, assets andbusinesses;

- 62 -

(xx)            (A)purchaseany marketable securities except in the ordinary course of business, or; (B)change in a material manner the investment guidelineswith respect to the Company’s investment portfolio;

(xxi)            forgiveany loans to any employees, officers or directors of the Company or its subsidiaries, or any of their respective Affiliates, except inthe ordinary course of business in connection with relocation activities to any employees of the Company or its subsidiaries;

(xxii)           (i)sell,transfer, assign, lease, license, covenant not to enforce, or otherwise dispose of (whether by merger, stock or asset sale or otherwise)to any person (including any Affiliate) any rights to any Company Intellectual Property material to the Company or its subsidiaries, takenas a whole, other than licensing non-exclusive rights or entering in to customary nondisclosure, and agreements with third party contractorsconducting services on behalf of the Company or material transfer agreements, in each case, in the ordinary course of business consistentwith past practice, (ii)cancel, dedicate to the public, disclaim, forfeit, reissue, reexamine or abandon without filing a substantiallyidentical counterpart in the same jurisdiction with the same priority or allow to lapse (except with respect to Patents, Copyrights orTrademarks expiring in accordance with their terms) any Company Registered Intellectual Property, which the Company or the Company’ssubsidiaries controls the prosecution or maintenance thereof (except in the ordinary course of prosecution consistent with past practice),(iii)fail to make any filing, pay any fee, or take any other action necessary to prosecute and maintain in full force and effectany Company Registered Intellectual Property (except in the ordinary course of prosecution consistent with past practice, (iv)makeany change in Company Intellectual Property material to the business of the Company and its subsidiaries, taken as a whole, that doesor would reasonably be expected to impair such Company Intellectual Property or the Company’s or its subsidiaries rights with respectthereto, (v)disclose to any person (other than representatives of Parent and Merger Sub) any Trade Secrets, know-how or confidentialor proprietary information, except, in the case of confidential or proprietary information, in the ordinary course of business to a personthat is subject to confidentiality obligations or (vi)fail to take or maintain reasonable measures to protect the confidentialityand value of Trade Secrets included in any of the Owned Company Intellectual Property material to the business of the Company and theCompany’s subsidiaries, taken as a whole; or

(xxiii)          authorizeany of, or commit, resolve, propose or agree in writing or otherwise to take any of, the foregoing actions.

5.2            Conductof Parent’s Business.

(a)            Parentcovenants and agrees as to itself and its direct or indirect subsidiaries that, from the date of this Agreement until the earlier of theEffective Time and termination of this Agreement in accordance with Section8.1, except (i)as required or specifically permittedby any other provision of this Agreement (or as expressly set forth in Section5.2(a)of the Parent Disclosure Letter), (ii)asrequired by applicable Law or (iii)with the Company’s prior written consent (such consent not to be unreasonably withheld,conditioned or delayed), Parent and its direct and indirect subsidiaries shall conduct their respective businesses in the ordinary courseof business consistent with past practice in all material respects and, to the extent consistent therewith, use their commercially reasonableefforts to (A)preserve their material assets and pay their Indebtedness and Taxes when due, subject to good faith disputes oversuch Indebtedness and Taxes, (B)) keep in effect casualty, product liability, workers’ compensation, property damage, business interruptionand other insurance policies in coverage amounts substantially similar to those in effect on the date of this Agreement, (C)preserveParent’s business organization and maintain its existing relations and goodwill with suppliers, distributors, creditors, lessors,consultants, regulators and material business partners, and (D)preserve and protect the material Parent Intellectual Property.

- 63 -

(b)            NegativeCovenants Pending Closing. Except as required or specifically permitted by this Agreement (or as expressly set forth in Section5.2(b)ofthe Parent Disclosure Letter) or as required by applicable Law, from the date of this Agreement until the earlier of the Effective Timeand termination of this Agreement in accordance with Section8.1, unless the Company otherwise consents in advance in writing (suchconsent not to be unreasonably withheld, conditioned, or delayed), neither Parent nor any of its direct or indirect subsidiaries shallor may:

(i)               amendthe organizational or governing documents of any of the Parent’s subsidiaries or propose any amendment to the Parent Charter Documents;

(ii)             exceptwith respect to compensatory equity grant issuances made in the ordinary course of business consistent with past practice, (A)issue,deliver, sell, grant, dispose of, pledge or otherwise encumber any shares of capital stock of any class or any other Equity Interest ofParent or any of its direct or indirect subsidiaries (the “Parent Securities”), or any rights, warrants, options, calls, commitmentsor any other agreements of any character to purchase or acquire any Parent Securities, or any securities or rights convertible into, exchangeableor exercisable for, or evidencing the right to subscribe for, any Parent Securities, in each case to or in favor of a person other thanParent or a wholly owned subsidiary of Parent, provided that Parent may issue Parent Ordinary Shares or Parent ADSs, as applicable, uponthe exercise or settlement of Parent Options, options to purchase Parent ADSs, or restricted stock unit-style options or nominal costoptions with respect to Parent Ordinary Shares or Parent ADSs, in each case, in accordance with their terms as of the date of this Agreement;(B)redeem, purchase or otherwise acquire any outstanding Parent Securities, or any rights, warrants, options, calls, commitments,convertible securities or any other agreements of any character to acquire any Parent Securities, except in connection with the exerciseor settlement of Parent Options, options to purchase Parent ADSs, or restricted stock unit-style options or nominal cost options withrespect to Parent Ordinary Shares or Parent ADSs, in each case, in accordance with their terms as of the date of this Agreement; (C)adjust,split, combine, subdivide or reclassify any Parent Securities; or (D)enter into, amend or waive any of the rights under any Contractwith respect to the sale or repurchase of any Parent Securities;

(iii)             sell,pledge, dispose of, transfer, abandon, allow to lapse or expire, lease, license, mortgage or otherwise encumber or subject to any Lien(including pursuant to a sale-leaseback transaction or an asset securitization transaction) (other than a Parent Permitted Lien) any properties,rights or assets (including securities of Parent and its subsidiaries and the Parent Intellectual Property) with a fair market value inexcess of $300,000 individually or $750,000 in the aggregate, except (A)as required to be effected prior to the Effective Time pursuantto Contracts in force on the date of this Agreement and listed on Section5.1(b)(iv)of the Parent Disclosure Letter, (B)transfersamong Parent and its wholly-owned subsidiaries in the ordinary course of business consistent with past practices or (C)dispositionsof obsolete assets or expired inventory;

- 64 -

(iv)             incur,create, assume or otherwise become liable for any Indebtedness for borrowed money (including the issuance of any debt security and theassumption or guarantee of obligations of any person) (or enter into a “keep well” or similar agreement) or issue or sellany debt securities or options, warrants, calls or other rights to acquire any debt securities of Parent, in amounts in excess of $750,000in the aggregate, except for (A)Indebtedness among Parent and any of its wholly-owned subsidiaries, (B)letters of credit issuedin the ordinary course of business and (C)trade credit or trade payables in the ordinary course of business;

(v)             declare,set aside, make or pay any dividend or other distribution, whether payable in cash, stock, property or otherwise, in respect of the ParentOrdinary Shares, Parent ADSs, or Equity Interests of any non-wholly owned subsidiary of Parent;

(vi)            makeany material changes in financial accounting methods, principles or practices (or change an annual accounting period), except insofaras may be required by GAAP, applicable Law or regulatory guidelines;

(vii)            writeup, write down or write off the book value of any material assets, except to the extent required by GAAP;

(viii)           exceptfor separation agreements entered into with employees, release, compromise, assign, settle or agree to settle any Action, other than StockholderLitigation subject to Section6.8, (including without limitation any suit, action, claim, proceeding or investigation relating tothis Agreement or Merger and the other the transactions contemplated hereby with adverse parties other than the Company) or insuranceclaim, other than compromises, settlements or agreements that involve only monetary payments not in excess of $300,000 individually or$750,000 in the aggregate, in any case without the imposition of material equitable relief on, or the admission of wrongdoing by, Parentor any of its subsidiaries;

(ix)             (A)make,change or revoke any material Tax election or adopt or change any material method of Tax accounting outside of the ordinary course ofbusiness, (B)enter into any “closing agreement” as described in Section7121 of the Code (or any comparable orsimilar provisions of applicable Law), settle or compromise any liability with respect to material Taxes (C)file any material amendedTax Return, or (D)consent to any extension or waiver of the limitations period applicable to any claim or assessment with respectof material Taxes other than such extensions in the ordinary course of business;

(x)              makeor commit to any capital expenditures in excess of $3,000,000 in the aggregate for the remainder of fiscal year 2023;

(xi)             makeany investment (by contribution to capital, property transfers, purchase of securities or otherwise) in, or loan or advance (other thantravel and similar advances to its employees in the ordinary course of business consistent with Parent’s past practice) to, anyperson;

- 65 -

(xii)            mergeor consolidate Parent with any person or adopt a plan of complete or partial liquidation or resolutions providing for a complete or partialliquidation, dissolution, restructuring, recapitalization or other reorganization of Parent or any of its material subsidiaries;

(xiii)            failto maintain in effect material insurance policies covering Parent and its subsidiaries and their respective properties, assets and businesses;

(xiv)            (A)purchaseany marketable securities except in the ordinary course of business, or; (B)change in a material manner the investment guidelineswith respect to Parent’s investment portfolio;

(xv)            forgiveany loans to any employees, officers or directors of Parent or its subsidiaries, or any of their respective Affiliates, except in theordinary course of business in connection with relocation activities to any employees of Parent or its subsidiaries;

(xvi)            (i)cancel,dedicate to the public, disclaim, forfeit, reissue, reexamine or abandon without filing a substantially identical counterpart in the samejurisdiction with the same priority or allow to lapse (except with respect to Patents, Copyrights or Trademarks expiring in accordancewith their terms) any Parent Registered Intellectual Property, which Parent or Parent’s subsidiaries controls the prosecution ormaintenance thereof (except in the ordinary course of prosecution consistent with past practice), (ii)fail to make any filing, payany fee, or take any other action necessary to prosecute and maintain in full force and effect any Parent Registered Intellectual Property(except in the ordinary course of prosecution consistent with past practice), (iii)make any change in Parent Intellectual Propertymaterial to the business of Parent and its subsidiaries, taken as a whole, that does or would reasonably be expected to impair such ParentIntellectual Property or Parent’s or its subsidiaries rights with respect thereto or (iv)fail to take or maintain reasonablemeasures to protect the confidentiality and value of Trade Secrets included in any of the Owned Parent Intellectual Property materialto the business of Parent and Parent’s subsidiaries, taken as a whole; or

(xvii)          authorizeany of, or commit, resolve, propose or agree in writing or otherwise to take any of, the foregoing actions.

- 66 -

5.3            NoSolicitation by the Company.

(a)            Fromthe date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Section8.1,except as provided in Section5.3(b)or Section5.3(d), (i)the Company shall cease, and shall cause its officersand directors and shall direct the other Company Representatives to cease, and cause to be terminated all existing discussions, negotiationsand communications with any persons or entities with respect to any Company Acquisition Proposal (other than the transactions contemplatedhereby); (ii)the Company shall not, and shall not authorize or permit any officers, directors, investment bankers, attorneys, accountantsand other advisors, agents and representatives (collectively, “Company Representatives”) to, directly or indirectly throughanother person, (A)initiate, seek, solicit or knowingly encourage (including by way of furnishing any non-public information relatingto the Company or any of its subsidiaries), or knowingly induce or take any other action which would reasonably be expected to lead tothe making, submission or announcement of any Company Acquisition Proposal, (B)engage in negotiations or discussions with, or provideany non-public information or non-public data to, any person (other than Parent or any of its Affiliates or any Parent Representatives)relating to any Company Acquisition Proposal or grant any waiver or release under any standstill or other agreement (except that if theCompany Board (or any committee thereof) determines in good faith that the failure to grant any waiver or release would be inconsistentwith the Company directors’ fiduciary duties under applicable law, the Company may waive any such standstill provision in orderto permit a third party to make a Company Acquisition Proposal) or (C)resolve to do any of the foregoing; (iii)the Companyshall not provide and shall, within twenty-four (24) hours of the date hereof, terminate access of any third party to any data room (virtualor actual) containing any of the Company’s confidential information; and (iv)within two (2)Business Days after the datehereof, the Company shall request the return or destruction of all confidential, non-public information provided to third parties thathave entered into confidentiality agreements relating to a possible Company Acquisition Proposal with the Company or any of its subsidiaries.Notwithstanding the foregoing, nothing contained in this Section5.3 or in Section6.5 or any other provision of this Agreementshall prohibit the Company or the Company Board (or any committee thereof) from taking and disclosing to the Company’s stockholdersthe fact that a Company Acquisition Proposal has been made, its position with respect to any tender or exchange offer by a third partypursuant to Rules14d-9 and 14e-2 promulgated under the Exchange Act or making any statement contemplated by Item 1012(a)ofRegulation M-A or any “stop, look and listen” statement. Any disclosure made in accordance with the foregoing sentence thatspecifically constitutes a Company Adverse Recommendation Change shall result in all of the consequences of a Company Adverse RecommendationChange set forth in this Agreement.

(b)            Notwithstandingthe foregoing, at any time prior to obtaining the Company Stockholder Approval, if the Company receives a Company Acquisition Proposalfrom a third party and the receipt of such Company Acquisition Proposal was not initiated, sought, solicited, knowingly encouraged orknowingly induced in violation of Section5.3(a), then the Company may (i)contact the person who has made such Company AcquisitionProposal in order to clarify the terms of such Company Acquisition Proposal so that the Company Board (or any committee thereof) may informitself about such Company Acquisition Proposal, (ii)furnish information concerning its business, properties or assets to any personpursuant to a confidentiality agreement with terms that, taken as a whole, are not materially less favorable to the Company than thosecontained in the Confidentiality Agreement (and nothing in this Agreement shall restrict the Company from entering into such an agreement)and (iii)negotiate and participate in discussions and negotiations with such person concerning a Company Acquisition Proposal, inthe case of clauses (ii)and (iii), if the Company Board determines in good faith that such Company Acquisition Proposal constitutesor is reasonably likely to constitute or lead to a Company Superior Proposal. The Company (A)shall promptly (and in any case withintwenty-four (24) hours) provide Parent notice (1)of the receipt of any Company Acquisition Proposal, which notice shall includea complete, unredacted copy of such Company Acquisition Proposal, and (2)of any inquiries, proposals or offers received by, anyrequests for non-public information from, or any discussions or negotiations sought to be initiated or continued with, the Company orany Company Representatives concerning a Company Acquisition Proposal that constitutes or is reasonably likely to constitute or lead toa Company Acquisition Proposal, and disclose the identity of the other party (or parties) and the material terms of such inquiry, offer,proposal or request and, in the case of written materials, provide copies of such materials, (B)shall promptly (and in any casewithin twenty-four (24) hours) make available to Parent copies of all written diligence materials regarding the Company and its subsidiariesprovided by the Company to such party but not previously made available to Parent and (C)shall keep Parent informed on a reasonablyprompt basis (and, in any case, within twenty-four (24) hours of any significant development) of the status and material details (includingamendments and proposed amendments) of any such Company Acquisition Proposal or other inquiry, offer, proposal or request.

- 67 -

(c)            Exceptas permitted by Section5.3(d)or Section5.3(e), neither the Company Board nor any committee thereof shall (i)withdraw,qualify or modify, or publicly propose to withdraw, qualify or modify, the Company Recommendation, in each case in a manner adverse toParent or Merger Sub, (ii)approve or recommend any Company Acquisition Proposal, (iii)enter into any agreement with respectto any Company Acquisition Proposal (other than a confidentiality agreement pursuant to Section5.3(b)) or (iv)if any CompanyAcquisition Proposal is publicly announced, fail to reaffirm or re-publish the Company Recommendation within ten (10)Business Daysof being requested by Parent to do so (provided that (A)Parent may make such request on no more than two (2)occasions, (B)Parentmay not make any such request at any time following the Company’s delivery of a notice pursuant to clause (B)of Section5.3(d)orclause (ii)of Section5.3(e)and (C)if Parent has made any such request and prior to the expiration of ten (10)BusinessDays, the Company delivers a notice pursuant to clause (B)of Section5.3(d)or clause (ii)of Section5.3(e),the ten (10)Business Day period set forth in this clause (iv)shall be tolled on a daily basis during the period beginningon the date of delivery of such notice and ending on the date on which the Company Board shall have determined not to effect a CompanyAdverse Recommendation Change pursuant to Section5.3(d)or Section5.3(e), as applicable) (any action described in thissentence being referred to as a “Company Adverse Recommendation Change”).

(d)            If,at any time prior to the receipt of the Company Stockholder Approval, the Company Board receives a Company Acquisition Proposal that theCompany Board determines in good faith constitutes a Company Superior Proposal, the Company Board may (i)effect a Company AdverseRecommendation Change or (ii)authorize the Company to terminate this Agreement pursuant to Section8.1(i)in order toenter into a definitive agreement providing for a Company Superior Proposal if (A)the Company Board determines in good faith thatthe failure to take such action would reasonably be expected to be inconsistent with the Company’s directors’ fiduciary dutiesunder applicable Law and (B)the Company has notified Parent in writing that it intends to effect a Company Adverse RecommendationChange or terminate this Agreement.

- 68 -

(e)            Otherthan in connection with a Company Superior Proposal (which shall be subject to Section5.3(d)and shall not be subject to thisSection5.3(e)), prior to obtaining the Company Stockholder Approval the Company Board may take any action prohibited by clause (i)ofSection5.3(c), but only in response to a Company Intervening Event and only if (i)the Company Board determines in good faiththat the failure to take such action would reasonably be expected to be inconsistent with the Company’s directors’ fiduciaryduties under applicable Law; (ii)the Company has notified Parent in writing that it intends to effect a Company Adverse RecommendationChange due to the occurrence of a Company Intervening Event (which notice shall specify the Company Intervening Event in reasonable detail);(iii)for a period of five (5)days following the notice delivered pursuant to clause (ii)of this Section5.3(e),the Company shall have discussed and negotiated in good faith and shall have made Company Representatives available to discuss and negotiatein good faith (in each case to the extent Parent desires to negotiate), with Parent Representatives any proposed modifications to theterms and conditions of this Agreement so that the failure to take such action would no longer reasonably be expected to be inconsistentwith the Company’s directors’ fiduciary duties under applicable Law (it being understood and agreed that any material changeto the facts and circumstances relating to the Company Intervening Event shall require a new notice and a new three (3)day negotiationperiod; and (iv)no earlier than the end of the negotiation period, the Company Board shall have determined in good faith, afterconsidering the terms of any proposed amendment or modification to this Agreement, that the failure to take such action would still reasonablybe expected to be inconsistent with the Company’s directors’ fiduciary duties under applicable Law.

5.4            NoSolicitation by Parent.

(a)            Fromthe date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Section8.1,except as provided in Section5.4(b)or Section5.4(d), (i)Parent shall cease, and shall cause its officers and directorsand shall direct the other Parent Representatives to cease, and cause to be terminated all existing discussions, negotiations and communicationswith any persons or entities with respect to any Parent Acquisition Proposal (other than the transactions contemplated hereby); (ii)Parentshall not, and shall not authorize or permit any officers, directors, investment bankers, attorneys, accountants and other advisors, agentsand representatives (collectively, “Parent Representatives”) to, directly or indirectly through another person, (A)initiate,seek, solicit or knowingly encourage (including by way of furnishing any non-public information relating to Parent or any of its subsidiaries),or knowingly induce or take any other action which would reasonably be expected to lead to the making, submission or announcement of anyParent Acquisition Proposal, (B)engage in negotiations or discussions with, or provide any non-public information or non-publicdata to, any person (other than the Company or any of its Affiliates or any Company Representatives) relating to any Parent AcquisitionProposal or grant any waiver or release under any standstill or other agreement (except that if the Parent Board (or any committee thereof)determines in good faith that the failure to grant any waiver or release would be inconsistent with the Parent directors’ fiduciaryduties under applicable law, Parent may waive any such standstill provision in order to permit a third party to make a Parent AcquisitionProposal) or (C)resolve to do any of the foregoing; (iii)Parent shall not provide and shall, within twenty-four (24) hoursof the date hereof, terminate access of any third party to any data room (virtual or actual) containing any of Parent’s confidentialinformation; and (iv)within two (2)Business Days after the date hereof, Parent shall request the return or destruction ofall confidential, non-public information provided to third parties that have entered into confidentiality agreements relating to a possibleParent Acquisition Proposal with Parent or any of its subsidiaries. Notwithstanding the foregoing, nothing contained in this Section5.4or in Section6.5 or any other provision of this Agreement shall prohibit Parent or the Parent Board (or any committee thereof) fromtaking and disclosing to Parent Shareholders the fact that a Parent Acquisition Proposal has been made, its position with respect to anytender or exchange offer by a third party pursuant to Rules14d-9 and 14e-2 promulgated under the Exchange Act or making any statementcontemplated by Item 1012(a)of Regulation M-A or any “stop, look and listen” statement. Any disclosure made in accordancewith the foregoing sentence that specifically constitutes a Parent Adverse Recommendation Change shall result in all of the consequencesof a Parent Adverse Recommendation Change set forth in this Agreement.

- 69 -

(b)            Notwithstandingthe foregoing, at any time prior to obtaining the Parent Shareholder Approval, if Parent receives a Parent Acquisition Proposal from athird party and the receipt of such Parent Acquisition Proposal was not initiated, sought, solicited, knowingly encouraged or knowinglyinduced in violation of Section5.4(a), then Parent may (i)contact the person who has made such Parent Acquisition Proposalin order to clarify the terms of such Parent Acquisition Proposal so that the Parent Board (or any committee thereof) may inform itselfabout such Parent Acquisition Proposal, (ii)furnish information concerning its business, properties or assets to any person pursuantto a confidentiality agreement with terms that, taken as a whole, are not materially less favorable to Parent than those contained inthe Confidentiality Agreement (and nothing in this Agreement shall restrict Parent from entering into such an agreement) and (iii)negotiateand participate in discussions and negotiations with such person concerning a Parent Acquisition Proposal, in the case of clauses (ii)and(iii), if the Parent Board determines in good faith that such Parent Acquisition Proposal constitutes or is reasonably likely to constituteor lead to a Parent Superior Proposal. Parent (A)shall promptly (and in any case within twenty-four (24) hours) provide the Companynotice (1)of the receipt of any Parent Acquisition Proposal, which notice shall include a complete, unredacted copy of such ParentAcquisition Proposal, and (2)of any inquiries, proposals or offers received by, any requests for non-public information from, orany discussions or negotiations sought to be initiated or continued with, Parent or any Parent Representatives concerning a Parent AcquisitionProposal that constitutes or is reasonably likely to constitute or lead to a Parent Acquisition Proposal, and disclose the identity ofthe other party (or parties) and the material terms of such inquiry, offer, proposal or request and, in the case of written materials,provide copies of such materials, (B)shall promptly (and in any case within twenty-four (24) hours) make available to the Companycopies of all written diligence materials regarding Parent and its subsidiaries provided by Parent to such party but not previously madeavailable to the Company and (C)keep the Company informed on a reasonably prompt basis (and, in any case, within twenty-four (24)hours of any significant development) of the status and material details (including amendments and proposed amendments) of any such ParentAcquisition Proposal or other inquiry, offer, proposal or request.

(c)            Exceptas permitted by Section5.4(d)or Section5.4(e), neither the Parent Board nor any committee thereof shall (i)withdraw,qualify or modify, or publicly propose to withdraw, qualify or modify, the Parent Recommendation, in each case in a manner adverse tothe Company, (ii)approve or recommend any Parent Acquisition Proposal, (iii)enter into any agreement with respect to any ParentAcquisition Proposal (other than a confidentiality agreement pursuant to Section5.4(b)) or (iv)if any Parent Acquisition Proposalis publicly announced, fail to reaffirm or re-publish the Parent Recommendation within ten (10)Business Days of being requestedby the Company to do so (provided that (A)the Company may make such request on no more than two (2)occasions, (B)theCompany may not make any such request at any time following Parent’s delivery of a notice pursuant to clause (B)of Section5.4(d)orclause (ii)of Section5.4(e)and (C)if the Company has made any such request and prior to the expiration of ten(10)Business Days Parent delivers a notice pursuant to clause (B)of Section5.4(d)or clause (ii)of Section5.4(e),the ten (10)Business Day period set forth in this clause (iv)shall be tolled on a daily basis during the period beginningon the date of delivery of such notice and ending on the date on which the Parent Board shall have determined not to effect a Parent AdverseRecommendation Change pursuant to Section5.4(d)or 5.4(e), as applicable) (any action described in this sentence being referredto as a “Parent Adverse Recommendation Change”).

- 70 -

(d)            If,at any time prior to the receipt of Parent Shareholder Approval, the Parent Board receives a Parent Acquisition Proposal that the ParentBoard determines in good faith constitutes a Parent Superior Proposal, the Parent Board may (i)effect a Parent Adverse RecommendationChange or (ii)authorize Parent to terminate this Agreement pursuant to Section8.1(j)in order to enter into a definitiveagreement providing for a Parent Superior Proposal, provided that such Parent Superior Proposal is conditioned on this Agreement beingterminated, which condition remains after Parent has used its reasonable best efforts to remove such condition, if (A)the ParentBoard determines in good faith that the failure to take such action would reasonably be expected to be inconsistent with Parent’sdirectors’ fiduciary duties under applicable Law; (B)Parent has notified the Company in writing that it intends to effecta Parent Adverse Recommendation Change or terminate this Agreement; (C)if applicable, Parent has provided the Company a copy ofthe proposed definitive agreements between Parent and the person making such Parent Superior Proposal; (D)for a period of five (5)daysfollowing the notice delivered pursuant to clause (B)of this Section5.4(d), Parent shall have discussed and negotiated ingood faith and made Parent Representatives available to discuss and negotiate in good faith (in each case to the extent the Company desiresto negotiate) with Company Representatives any proposed modifications to the terms and conditions of this Agreement so that the ParentBoard determines in good faith that the failure to take such action would no longer reasonably be expected to be inconsistent with theParent’s directors’ fiduciary duties under applicable Law (it being understood and agreed that any amendment to any materialterm or condition of any Parent Superior Proposal shall require a new notice and a new three (3)day negotiation period); and (E)noearlier than the end of such negotiation period, the Parent Board shall have determined in good faith, after considering the terms ofany proposed amendment or modification to this Agreement, that (x)the Parent Acquisition Proposal that is the subject of the noticedescribed in clause (B)above still constitutes a Parent Superior Proposal and (y)the failure to take such action would stillreasonably be expected to be inconsistent with the Parent’s directors’ fiduciary duties under applicable Law.

(e)            Otherthan in connection with a Parent Superior Proposal (which shall be subject to Section5.4(d)and shall not be subject to thisSection5.4(e)), prior to obtaining the Parent Shareholder Approval the Parent Board may take any action prohibited by clause (i)ofSection5.4(c), but only in response to a Parent Intervening Event and only if (i)the Parent Board determines in good faiththat the failure to take such action would reasonably be expected to be inconsistent with the Parent directors’ fiduciary dutiesunder applicable Law; (ii)Parent has notified the Company in writing that it intends to effect a Parent Adverse Recommendation Changedue to the occurrence of a Parent Intervening Event (which notice shall specify the Parent Intervening Event in reasonable detail); (iii)fora period of five (5)days following the notice delivered pursuant to clause (ii)of this Section5.4(e), Parent shall havediscussed and negotiated in good faith, and shall have made Parent Representatives available to discuss and negotiate in good faith (ineach case to the extent the Company desires to negotiate), with Company Representatives any proposed modifications to the terms and conditionsof this Agreement so that the failure to take such action would no longer reasonably be expected to be inconsistent with the Parent directors’fiduciary duties under applicable Law (it being understood and agreed that any material change to the facts and circumstances relatingto the Parent Intervening Event shall require a new notice and a new three (3)day negotiation period; and (iv)no earlier thanthe end of the negotiation period, the Parent Board shall have determined in good faith, after considering the terms of any proposed amendmentor modification to this Agreement, that the failure to take such action would still reasonably be expected to be inconsistent with theParent directors’ fiduciary duties under applicable Law.

- 71 -

5.5            EmployeeMatters.

(a)            Withrespect to those employees of the Company or its subsidiaries who are employed as of immediately prior to the Effective Time and who continueto be employed by Parent or the Surviving Corporation or any of their respective subsidiaries following the Effective Time (“CoveredEmployees”), for a period of twelve months following the Closing (or, if earlier, until the date of termination of the applicableCovered Employee’s employment with Parent, the Surviving Corporation and their affiliates), Parent shall, or shall cause the SurvivingCorporation to, provide (i)each Covered Employee with a base salary or wage rate and a target annual cash incentive compensationopportunity (excluding any equity, equity-based, change in control, retention or benefits or any defined benefit retirement benefits)that are, in each case, no less favorable than those provided to each Covered Employee as of immediately prior to the Effective Time,(ii)Covered Employees with other employee benefits (excluding any equity, equity-based, severance, retention, change in controlor any defined benefit retirement benefits) that are no less favorable to the employee benefits provided to the Covered Employees immediatelyprior to the Effective Time and (iii)each Covered Employee with severance benefits that are no less favorable to the severance arrangementsprovided to the Covered Employees immediately prior to the Effective Time and set forth on Section5.5(a)of the Company DisclosureLetter.

(b)            Withrespect to any Employee Benefit Plan maintained by Parent, the Surviving Corporation or any of their Affiliates (including any vacation,paid time-off, and severance plans), for purposes of eligibility to participate, level of benefits and vesting (but not for purposes ofbenefit accrual, other than paid time off and vacation or for purposes of severance benefits), each Covered Employee’s service withthe Company or any of its subsidiaries prior to the Effective Time shall be treated as service with Parent, the Surviving Corporationor their Affiliates, as applicable; provided, however, that such service need not be recognized (i)to the extent that such recognitionwould result in any duplication of benefits, (ii)with respect to benefit accrual under any Employee Benefit Plan of the Parent orany of its Affiliates that is a defined benefit pension plan, and (iii)for purposes of any Employee Benefit Plan of Parent or anyof its Affiliates that is grandfathered or frozen, either with respect to level of benefits or participation.

(c)            Parentshall use commercially reasonable efforts to waive, or shall cause the Surviving Corporation or any of its affiliates to use commerciallyreasonable efforts to waive, any pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods underany health or welfare benefit plan maintained by Parent, the Surviving Corporation or any of their affiliates in which any Covered Employee(or the dependents of any eligible employee) shall be eligible to participate from and after the Effective Time. Parent shall use commerciallyreasonable efforts to recognize, or shall cause the Surviving Corporation or any of its affiliates to use commercially reasonable effortsto recognize, the dollar amount of all payments incurred by each Covered Employee (and his or her eligible dependents) under any applicableEmployee Benefit Plan during the calendar year in which the Effective Time occurs for purposes of satisfying such year’s deductible,co-payment limitations and out-of-pocket maximums under the relevant welfare benefit plans in which such Covered Employee shall be eligibleto participate from and after the Effective Time.

- 72 -

(d)            Terminationof 401(k)Plan. Prior to the Effective Time, if requested in writing by Parent not later than five (5)days prior to theEffective Time, the Company shall take such actions as are necessary to terminate the 401(k)plan of the Company (the “401(k)Plan”)effective prior to, and subject to the occurrence of, the Effective Time. Parent shall, as soon as reasonably practicable after the EffectiveTime, offer participation in a tax qualified defined contribution plan of Parent or its applicable subsidiary (“Parent 401(k)Plan”)to each Covered Employee who was an active participant in the 401(k)Plan as of the date of its termination. If elected by such CoveredEmployee in accordance with applicable Laws and the terms of the Parent 401(k)Plan, Parent shall cause the Parent 401(k)Planto, following the Closing Date, accept a “direct rollover” to such Parent 401(k)Plan of the account balances (includingany participant loans) of such Covered Employee.

(e)            ParentRestrictions. Nothing in this Section5.5 shall be construed to limit the right of Parent or any of its subsidiaries (including,following the Effective Time, the Surviving Corporation and its subsidiaries) to establish, adopt, amend, modify or terminate any particularCompany Plan, any Parent Plan or other Employee Benefit Plan, program, agreement or arrangement in accordance with its terms, nor shallanything in this Section5.5 be construed to require Parent or any of its subsidiaries (including, following the Effective Time,the Company and its subsidiaries) to retain the employment of any particular Covered Employee for any fixed period of time following theEffective Time.

(f)            NoThird Party Beneficiaries; No Deemed Amendment. Without limiting the generality of Section9.5, the provisions of this Section5.5are solely for the benefit of the parties hereto, and no current or former employee, officer, director or other service provider or anyother individual associated therewith (including any dependent or beneficiary of any such person) shall be regarded for any purpose asa third party beneficiary of this Agreement and nothing herein shall be interpreted to establish, adopt, modify, amend or terminate anyCompany Plan, Parent Plan or any other employee benefit or compensation plan, program or arrangement maintained, sponsored or contributed(or required to be contributed) to by Parent, the Company or their respective subsidiaries.

- 73 -

Section6

ADDITIONALCOVENANTS AND AGREEMENTS

6.1            RegistrationStatement; Proxy Statement/Prospectus.

(a)            Aspromptly as practicable, and in any event within thirty (30) Business Days following the execution of this Agreement, (i)Parentand the Company shall jointly prepare and cause to be filed with the SEC the Proxy Statement/Prospectus in preliminary form, which shallcontain the Company Recommendation (unless a Company Adverse Recommendation Change has occurred) and the Parent Recommendation (unlessa Parent Adverse Recommendation Change has occurred), and (ii)Parent shall prepare and cause to be filed with the SEC the FormS-4,which shall include the Proxy Statement/Prospectus. Parent shall use its reasonable best efforts, and the Company shall reasonably cooperatewith Parent in such efforts (including by providing all information reasonably requested by Parent in connection with the preparationof the FormS-4) to have the FormS-4 declared effective under the Securities Act as promptly as practicable after such filingand to keep the FormS-4 effective as long as necessary to consummate the transactions contemplated by this Agreement, includingthe Merger. Parent shall also use commercially reasonable efforts to take any action required to be taken under any applicable state securitiesLaws and other applicable Laws in connection with the issuance of Parent ADSs pursuant to this Agreement, and each party shall furnishall information concerning the Company and Parent, as applicable, as may be reasonably requested by the other party in connection withany such action and the preparation, filing and distribution of the Proxy Statement/Prospectus. For the avoidance of doubt, the obligationsof each party in this Section6.1(a)shall include: provision by such party of (x)all such information about itself, itsdirectors and its Affiliates as may be reasonably requested by the other party for inclusion in the Proxy Statement/Prospectus or FormS-4and (y)reasonable access to, and using commercially reasonable efforts to provide reasonable assistance from, the other party’srepresentatives in connection therewith. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respectto, the FormS-4, shall be made by Parent, or with respect to the Proxy Statement/Prospectus shall be made by the Company, or ineither case any of their respective subsidiaries, without providing the other party a reasonable opportunity to review and comment thereon.Parent shall advise the Company, promptly after it receives notice of the time when the FormS-4 has become effective or any supplementor amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent ADSs issuable in connectionwith the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the FormS-4 or comments thereonand responses thereto or requests by the SEC for additional information. The Company shall advise Parent, promptly after it receives noticeof any request by the SEC for the amendment of the Proxy Statement/Prospectus or comments thereon and responses thereto or requests bythe SEC for additional information. If at any time prior to the Effective Time the Company or Parent discover that any information relatingto the Company or Parent, or any of their respective Affiliates, officers or directors, which should be set forth in an amendment or supplementto either the FormS-4 or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a materialfact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they weremade, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendmentor supplement describing such information shall be promptly filed with the SEC, after the other party has had a reasonable opportunityto review and comment thereon, and, to the extent required by applicable Law, disseminated to holders of the Company Common Stock.

(b)            Whetheror not the Merger is consummated, Parent and the Company shall share equally all costs and expenses incurred in connection with the SECand other filing fees incident to the FormS-4 and the Proxy Statement/Prospectus andthe costs and expenses associated with printing and mailing the Proxy Statement/Prospectus.

6.2            Meetingsof Stockholders.

(a)            TheCompany shall, following the date on which the FormS-4 is declared effective by the SEC (but subject to Section6.2(c)) (i)inconsultation with Parent, establish a record date for a meeting of its stockholders (the “Company Stockholders Meeting”) forthe purpose of seeking the Company Stockholder Approval, (ii)as promptly as practicable mail the Proxy Statement/Prospectus to holdersof the Company Common Stock (and in any event within ten (10)days of the date the FormS-4 is declared effective by the SEC)and (iii)duly call, give notice of, convene and hold the Company Stockholders Meeting and, unless the Company Board shall have effecteda Company Adverse Recommendation Change, use its reasonable best efforts to solicit adoption of this Agreement. The Company shall, afterconsultation with Parent, schedule the Company Stockholders Meeting to be held within forty (40) days of the initial mailing of the ProxyStatement/Prospectus and substantially contemporaneously with the Parent Shareholders’ Meeting; provided, however, that the Companymay postpone, recess or adjourn the Company Stockholders Meeting (i)with the consent of Parent, (ii)to ensure that any requiredsupplement or amendment to the Proxy Statement is provided to the Company Stockholders with a reasonable amount of time in advance ofthe Company Stockholders Meeting, (iii)if there are not sufficient affirmative votes in person or by proxy at such meeting to constitutea quorum or to obtain the Company’s Stockholder Approval, to allow reasonable additional time for solicitation of proxies for purposesof obtaining a quorum or the Company Stockholder Approval, as applicable, and (iv)as may be required by applicable Law or the CompanyCharter Documents.

- 74 -

(b)            Parentshall, following the date on which the FormS-4 is declared effective by the SEC (but subject to Section6.2(c)) (i)inconsultation with the Company, establish a record date for a general meeting of the Parent Shareholders (the “Parent ShareholdersMeeting”) for the purpose of seeking the Parent Shareholder Approval, (ii)duly convene and give notice of the Parent ShareholdersMeeting as promptly as practicable and mail the Proxy Statement/Prospectus (and any other relevant accompanying circular) to Parent Shareholders(and in any event within ten (10)days of the date the FormS-4 is declared effective by the SEC) and (iii)hold the ParentShareholders Meeting and, unless the Parent Board shall have effected a Parent Adverse Recommendation Change, use reasonable best effortsto solicit the Parent Shareholder Approval. Parent shall, after consultation with the Company, schedule the Parent Shareholders Meetingto be held within forty (40) days of the initial mailing of the Proxy Statement/Prospectus and substantially contemporaneously with theCompany Stockholders Meeting; provided, however, that Parent may postpone, recess or adjourn the Parent Shareholders Meeting (i)withthe consent of the Company, (ii)to ensure that any required supplement or amendment to the Proxy Statement is provided to the ParentShareholders within a reasonable amount of time in advance of the Parent Shareholders Meeting, (iii)if there are not sufficientshareholders present in person or by proxy at such meeting to constitute a quorum, (iv)if there are not sufficient affirmative votesin person or by proxy to obtain the Parent Shareholder Approval, to allow additional time for solicitation of proxies for purposes ofobtaining the Parent Shareholder Approval or (v)as may be required by applicable Law or the Parent Charter Documents.

(c)            Itis the intention of the parties that, and each of the parties shall reasonably cooperate and use their commercially reasonable effortsto cause, the date and time of the Company Stockholders Meeting and the Parent Shareholders Meeting to be coordinated such that they occuron the same calendar day (and in any event as close in time as reasonably practicable).

(d)            Parentshall take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger and othertransactions contemplated by this Agreement on the terms and conditions set forth in this Agreement. Immediately following the date ofthis Agreement, Parent shall provide or make available to the Company a copy of Parent’s approval of this Agreement as the solestockholder of Merger Sub.

- 75 -

6.3            FormF-6.Parent shall cause the depositary of Parent ADSs to prepare and file with the SEC, no later than the date prescribed by the rulesandregulations under the Securities Act, a registration statement, or a post-effective amendment thereto, as applicable, on FormF-6(together with all amendments and supplements thereto, “FormF-6”) with respect to the Parent ADSs deliverable in connectionwith the Merger. Parent shall use its reasonable best efforts to have the FormF-6 declared effective under the Securities Act aspromptly as practicable after such filing and to keep the FormF-6 effective as long as necessary to consummate the transactionscontemplated by this Agreement, including the Merger.

6.4            Accessto Information.

(a)            Priorto the Effective Time, Parent shall be entitled, through its employees and representatives, to have such access to the assets, properties,books, records, Contracts, business and operations of the Company as is reasonably necessary or appropriate in connection with Parent’sinvestigation of the Company with respect to the transactions contemplated hereby and the execution, performance or consummation (includingwith regard to the structure of the Merger and integration planning) of such transactions. Any such investigation and examination shallbe conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimizedisruption to or impairment of the Company’s business and the Company shall cooperate fully therewith. In order that Parent mayhave full opportunity to make such investigation, the Company shall furnish the Parent Representatives during such period with all suchinformation and copies of such documents concerning the affairs of the Company as such Parent Representatives may reasonably request andcause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such Parent Representativesin connection with such investigation.

(b)            Priorto the Effective Time, the Company shall be entitled, through its employees and representatives, to have such access to the assets, properties,books, records, Contracts, business and operations of Parent as is reasonably necessary or appropriate in connection with the Company’sinvestigation of Parent with respect to the transactions contemplated hereby and the execution, performance or consummation of such transactions.Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice andunder reasonable circumstances so as to minimize disruption to or impairment of Parent’s business and Parent shall cooperate fullytherewith. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish orobviate any of the representations, warranties and covenants or agreements of the Company or Parent contained in this Agreement. In orderthat the Company may have full opportunity to make such investigation, Parent shall furnish the Company Representatives during such periodwith all such information and copies of such documents concerning the affairs of Parent as such Company Representatives may reasonablyrequest and cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such Parent Representativesin connection with such investigation.

- 76 -

(c)            ThisSection6.4 shall not require a party hereunder to permit any inspection or other access, or to disclose any information, that inits reasonable, good faith judgment (after consultation with outside counsel) would reasonably be expected to: (i)result in suchdisclosure: (a)resulting in the disclosure of any Trade Secrets of third parties; (b)violating any Law to which such partyis subject or cause any privilege (including attorney-client privilege) which such party or any of its subsidiaries would be entitledto assert to be undermined with respect to such information; (c)violating any obligation of the party with respect to confidentiality,non-disclosure or privacy; (d)materially interfering with the conduct of the party’s business; or (e)of the party’sboard of directors or its committee’s materials that relate to a Company Acquisition Proposal or Parent Acquisition Proposal, provided,that the parties shall use their reasonable best efforts to make appropriate substitute disclosure arrangements of such information undercircumstances in which restrictions in clauses (i)(a)through (e)apply; or (ii)be included in the minutes of the meetingof the party’s board of directors or its committees and relates to the discussion by the party’s board of directors or anyapplicable committee of the transactions contemplated herein or any similar transaction between the party and any other person (includingany presentations or other materials prepared by or for the party’s board of directors, whether in connection with a special meetingor otherwise relating to such subject matter); or (iii)if the Company and its subsidiaries, on the one hand, and Parent or any ofits subsidiaries, on the other hand, are adverse parties in an Action, such information being reasonably pertinent thereto.

(d)            Allinformation shared pursuant to this Section6.4 shall be held confidential in accordance with the terms of the Confidentiality Agreement.No investigation pursuant to this Section6.4 or information provided, made available or delivered to any party pursuant to thisAgreement shall affect any of the representations, warranties, covenants, rights or remedies, or the conditions to the obligations of,the parties hereunder.

6.5            PublicDisclosure. So long as this Agreement is in effect, neither Parent, nor the Company, nor any of their respective Affiliates, shalldisseminate any press release or other public announcement concerning this Agreement, the Merger or the other transactions contemplatedby this Agreement, except as may be required by Law or the rulesof any listing authority or any securities exchange, without theprior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The partieshave agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, withoutprior consent of the other parties, each party (a)may communicate information that is not confidential information of any otherparty to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicableLaw and (b)may disseminate the information included in a press release or other document previously approved for external distributionby the other parties. Each party agrees to promptly (and in any event within two (2)days) make available to the other parties copiesof any written communications made without prior consultation with the other parties. Notwithstanding any other provision of this Agreement,(i)no party shall be required to consult with the other party in connection with any such press release or public announcement if(A)the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B)the ParentBoard has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii)the requirements of this Section6.5shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactionscontemplated hereby in connection with a determination by (A)the Company in accordance with Section5.3(b)that a CompanyAcquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B)Parent in accordance with Section5.4(b)thata Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C)any dispute between the partiesregarding this Agreement, the Merger or the transactions contemplated by this Agreement. So long as this Agreement is in effect, eachparty agrees that it will not, and will cause its Representatives not to, engage in any discussions with the other party’s suppliers,customers, landlords, creditors, licensors, licensees, and other Persons having business relationships with such other party regardingthe Merger or the other transactions contemplated by this Agreement without the prior consent of such other party.

- 77 -

6.6            RegulatoryFilings; Reasonable Best Efforts.

(a)            Subjectto the terms and conditions of this Agreement, each party shall use its reasonable best efforts to take, or cause to be taken, all actionsand to do, or cause to be done, all things necessary, proper or advisable under applicable Laws in connection with the Merger and theother transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, Parent and the Companyeach agree to make any filings required by applicable Antitrust Laws with respect to the Merger as promptly as reasonably practicablefollowing the date of this Agreement, and (ii)to supply as promptly as practicable any additional information and documentary materialrequired pursuant to any Antitrust Law.

(b)            Parentand the Company shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with,and provide to the other in advance (to the extent legally permissible), any analyses, presentations, memoranda, briefs, arguments, opinionsand proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the AntitrustLaws. Without limiting the foregoing, the parties hereto agree (i)to give each other reasonable advance notice of all meetings orsubstantive communications with any Governmental Authority relating to any Antitrust Laws, (ii)to give each other an opportunityto participate in each of such meetings, (iii)to the extent practicable, to give each other reasonable advance notice of all substantiveoral communications with any Governmental Authority relating to any Antitrust Laws, (iv)if any Governmental Authority initiatesa substantive oral communication regarding any Antitrust Laws, to promptly notify the other party of the substance of such communication,(v)to provide each other with a reasonable advance opportunity to review and comment upon all written communications (includingany analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Authority regarding any AntitrustLaws and (vi)to provide each other with copies of all written communications from any Governmental Authority relating to any AntitrustLaws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Notwithstandingthe foregoing and subject to Section6.6(h), Parent shall in its sole discretion control all aspects of the Company’s effortsto gain regulatory clearance either before any Governmental Authority or in any action brought to enjoin the Merger and the other transactionscontemplated hereby pursuant to any Antitrust Law.

(c)            Notwithstandinganything in this Agreement to the contrary, and subject to the prior good faith cooperation of the Company and its subsidiaries, Parentshall, and shall cause each of its subsidiaries and Affiliates to, take reasonable actions necessary to obtain any consents, clearancesor approvals required under or in connection with the Antitrust Laws, including but not limited to promptly complying with or modifyingany requests for additional information (including any second request) by any Governmental Authority; provided, however, that, notwithstandinganything to the contrary contained in this Agreement, Parent shall not be required to sell, divest or otherwise dispose of, hold separate,enter into any license or similar agreement with respect to, restrict the ownership or operation of, or agree to sell, divest or otherwisedispose of, hold separate, enter into any license or similar agreement with respect to, or restrict the ownership or operation of, anyassets or businesses of the Company or any of its subsidiaries or of Parent or any of its Affiliates or subsidiaries.

- 78 -

(d)            Eachparty shall bear its own expenses and costs incurred by such party in connection with any filings and submissions pursuant to AntitrustLaws, except that Parent shall each pay the fees related to any filing made pursuant to Section6.6(a).

(e)            Inthe event that any administrative or judicial Action is instituted (or threatened to be instituted) by a Governmental Authority challengingthe Merger, each of Parent, Merger Sub and the Company shall cooperate in all respects with each other and shall use its reasonable bestefforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment,injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummationof the Merger; provided that Parent, in its sole discretion, may determine to settle such challenge provided that the terms of such settlementdo not prevent or unreasonably delay consummation of the Merger.

(f)            Priorto the Effective Time, each party shall use reasonable best efforts to obtain any consents, approvals or waivers of third parties withrespect to any Contracts to which it is a party as may be necessary for the consummation of the transactions contemplated by this Agreementor required by the terms of any Contract as a result of the execution, performance or consummation of the transactions contemplated bythis Agreement.

(g)            Parentand Merger Sub shall not, and shall cause their respective subsidiaries and Affiliates not to, acquire or agree to acquire any rights,interests, assets, business, Person or division thereof (through acquisition, license, joint venture, collaboration or otherwise) or takeany other actions, if such acquisition or action would reasonably be expected to (i)prevent, materially delay, or adversely affectin any material respect the ability of Parent and its Affiliates to consummate the Merger and the other transactions contemplated by thisAgreement, or (ii)cause Parent, Merger Sub or the Company to be required to obtain any clearances, consents, approvals, waivers,waiting period expirations or terminations, non-actions or other authorizations under any Laws with respect to the Merger or the othertransactions contemplated by this Agreement.

(h)            Withoutthe prior written consent of the Company (not to be unreasonably withheld), Parent and Merger Sub shall not, and shall cause their respectivesubsidiaries and Affiliates not to, make any submission or other communication (whether written or oral) to any Competition Authorityon its own initiative or in response to any notice or other communication (whether written or oral) from any Competition Authority.

6.7            Notificationof Certain Matters.

(a)            Eachparty shall give prompt (and in any event within two (2)days) notice to the other parties of (i)the occurrence or non-occurrence,of any event or circumstance that would reasonably be expected to cause the conditions set forth in Section7 not to be satisfied,and (ii)the receipt of any written notice or other communication from a Governmental Authority in connection with the transactionscontemplated by this Agreement or from any person alleging that the consent of such person is or may be required in connection with theMerger or any other transaction contemplated by this Agreement; provided, however, that no such notification shall affect the representations,warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remediesavailable to the party receiving such notification. This Section6.7 shall not constitute an obligation for purposes of Section7.2(b)andSection7.3(b).

- 79 -

(b)            TheCompany shall notify and consult with Parent (i)promptly following receipt of any material communication from any Governmental Authorityor inspections of any manufacturing or clinical trial site and before giving any material submission to a Governmental Authority, and(ii)prior to making any material change to a study protocol, adding new trials, making any material change to a manufacturing planor process, or making a material change to the development timeline for any of its product candidates or programs.

(c)            Parentshall notify and consult with the Company (i)promptly following receipt of any material communication from any Governmental Authorityor inspections of any manufacturing or clinical trial site and before giving any material submission to a Governmental Authority, and(ii)prior to making any material change to a study protocol, adding new trials, making any material change to a manufacturing planor process, or making a material change to the development timeline for any of its product candidates or programs.

6.8            StockholderLitigation. Prior to the Effective Time:

(a)            TheCompany shall give Parent the opportunity to participate in the defense and settlement of any stockholder litigation relating to the Mergeror any of the other transactions contemplated by this Agreement (the “Stockholder Litigation”) against the Company and/orits officers or directors in accordance with the terms of a mutually agreed upon joint defense agreement. The Company shall not enterinto any settlement agreement in respect of any Stockholder Litigation hereby without Parent’s prior written consent (such consentnot to be unreasonably withheld, conditioned or delayed). For purposes of this Section6.8(a), “participate” means thatParent shall be kept apprised of proposed strategy and other significant decisions with respect to any Stockholder Litigation (to theextent that attorney-client privilege is not undermined or otherwise affected) but shall not be afforded decision-making power or otherauthority except for the settlement consent set forth above; provided, however, that the Company shall consider Parent’sviews with respect to such strategy and decisions. Without otherwise limiting the rights of current or former directors and officers ofthe Company with regard to the right to counsel, following the Effective Time, current or former directors and officers of the Companywith rights to indemnification as described in Section6.10 shall be entitled to retain any counsel selected by such indemnifiedparties to defend any Stockholder Litigation against the Company.

(b)            Parentshall consult with the Company and keep the Company reasonably apprised regarding the defense and settlement against any Stockholder Litigationagainst Parent and/or any of its officers or directors.

6.9            Resignations.Prior to the Effective Time, the Company shall use reasonable best efforts to cause any director of the Company and each subsidiary ofthe Company to execute and deliver a letter effectuating his or her resignation as a director of such entity effective as of the EffectiveTime. The Company shall cooperate with Parent to effect the replacement of any such directors selected by Parent at the Effective Time.

- 80 -

6.10         Directorand Officer Liability.

(a)            Fornot less than six (6)years from and after the Effective Time, to the fullest extent permitted by applicable Law, Parent shall causethe Surviving Corporation to, maintain in effect the provisions of the certificate of incorporation, bylaws or similar governing documentsof the Company and its subsidiaries or indemnification or other agreements as in effect immediately prior to the Effective Time, whichprovide for exculpation, indemnification or advancement of expenses of current or former directors, officers or employees of the Companyor any of its subsidiaries and each individual who is serving or has served at the request or for the benefit of the Company or any ofits subsidiaries as a director, officer, employee, agent or fiduciary of another person (each person entitled to any such protectionsunder such governing documents, an “Indemnified Party”) with respect to any acts, errors, omissions or matters existing oroccurring at or prior to the Effective Time (including in respect of the transactions contemplated by this Agreement). For not less thansix (6)years from and after the Effective Time, to the fullest extent permitted by applicable Law, Parent shall cause the SurvivingCorporation to, cause any such provisions not to be amended, repealed or otherwise modified in any manner that would adversely affectthe rights of any Indemnified Party.

(b)            Fornot less than six (6)years from and after the Effective Time, Parent shall cause the Surviving Corporation to, to the fullest extentpermitted under applicable Law (including as it may be amended after the date of this Agreement to increase the extent to which a corporationmay provide indemnification), indemnify and hold harmless any Indemnified Party who was or is a party or is threatened to be made a partyto any actual or threatened Action or investigation in respect of any acts, errors, omissions or matters occurring at or prior to theEffective Time (including in respect of the transactions contemplated by this Agreement) by reason of the fact that such person is orwas a director or officer of the Company, or is or was a director, officer or employee of the Company serving at the request of the Companyas a director, officer, employee or agent of, or in a fiduciary capacity with respect to, another corporation, partnership, joint venture,trust or other enterprise, against any resulting claims, losses, liabilities, damages, fines, judgments, settlements and reasonable feesand expenses, including reasonable attorneys’ fees and expenses, and other costs, arising therefrom. To the fullest extent permittedby applicable Law, Parent shall cause the Surviving Corporation to, promptly advance any reasonable expenses as incurred by any such IndemnifiedParty in connection with any such Action; provided, that any person to whom expenses are advanced provides an undertaking to repay suchadvances if it is ultimately determined by a final, non-appealable judgment of a court of competent jurisdiction that such person is notentitled to indemnification. Such undertaking shall be unsecured, and made without reference to the Indemnified Party’s abilityto repay such advancements or ultimate entitlement to indemnification. No other form of indemnification shall be required. Parent andthe Surviving Corporation shall cooperate with each Indemnified Party in the defense of any Action.

- 81 -

(c)            Fornot less than six (6)years from and after the Effective Time, to the fullest extent permitted by applicable Law, Parent shall causethe Surviving Corporation to, maintain directors’ and officers’ liability insurance and fiduciary liability insurance in respectof any acts, errors, omissions or matters occurring on or before the Effective Time (including in respect of the transactions contemplatedby this Agreement), covering each such person currently covered by the Company’s directors’ and officers’ liabilityinsurance and fiduciary liability insurance policies on terms with respect to coverage and amount no less favorable than those of suchpolicies in effect on the date hereof; provided, however, that in satisfying its obligation under this Section6.10(c), neither Parentnor the Surviving Corporation shall be obligated to pay annual premiums in excess of 250% of the annual premium most recently paid bythe Company prior to the Effective Time for such insurance (the “Current Premium”) and if such premiums for such insurancewould at any time exceed 250% of the Current Premium, then Parent shall cause the Surviving Corporation to, maintain policies of insurancethat, in Parent’s and the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annualpremium equal to 250% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfiedif prior to the Effective Time, the Company, in its discretion, obtains and fully pays the premium for “tail” directors’and officers’ liability and fiduciary liability insurance policies, in each case providing coverage for claims asserted prior toand for no less than six (6)years after the Effective Time with respect to any acts, errors, omissions or matters existing or occurringon or prior to the Effective Time (including in respect of the transactions contemplated by this Agreement) (and, with respect to claimsmade prior to or during such period, until final resolution thereof), from an insurance carrier(s)with the same or better creditrating as the Company’s insurance carrier(s)prior to the Effective Time, with levels of coverage, terms and conditions thatare at least as favorable to the Indemnified Parties as such coverages in effect prior to the Effective Time; provided, however, thatin no event shall Parent or the Surviving Corporation be required to expend in excess of 250% of the Current Premium for each such coverage;provided, further, that if the Company would be obligated to expend more than 250% of the Current Premium in respect of such “tail”insurance policies, the Company shall cause to be maintained such policies with the greatest coverage available for a cost not exceeding250% of the Current Premium. If the Company shall elect to obtain such “tail policies” prior to the Effective Time, to thefullest extent permitted by applicable Law, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintainsuch policies in full force and effect for their full term, and continue to honor the obligations hereunder.

(d)            Inthe event that Parent, the Surviving Corporation or any of their respective successors or assigns (i)consolidates with or mergeswith or into any other person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii)transfersall or substantially all of its properties and assets to any person, then, and in either such case, proper provision shall be made sothat the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume or succeed to all of the obligationsset forth in this Section6.10.

(e)            Therights of each Indemnified Party under this Section6.10 shall be in addition to, and not in limitation of, any other rights anysuch Indemnified Party may have under the certificate of incorporation or bylaws or other organizational documents of the Company or anyof its subsidiaries or the Surviving Corporation, any other indemnification or other agreement or arrangement, the DGCL or otherwise.All rights to exculpation, indemnification and advancement of expenses now existing in favor of any Indemnified Party as provided in thecertificate of incorporation, bylaws or other governing documents of the Company and its subsidiaries or in any agreement or in any agreementto which the Company or any of its subsidiaries is a party shall survive the Merger in full force and effect and be assumed by the SurvivingCorporation and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder ofany such Indemnified Party.

- 82 -

(f)            Theprovisions of this Section6.10 shall survive the Merger and are expressly intended to be for the benefit of, and shall be enforceableby, each of the Indemnified Parties, each of whom is a third party beneficiary of this Section6.10. Parent shall pay all reasonableout of pocket expenses, including reasonable attorneys’ fees, (in advance, if requested by any Indemnified Party) that may be incurredby any Indemnified Party in enforcing the indemnity and other obligations provided in this Section6.10.

6.11         StockExchange De-Listing and Deregistration. Prior to the Effective Time, the Company shall cooperate with Parent and use reasonable bestefforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable onits part under applicable Laws and the rulesand policies of Nasdaq to cause the delisting of the Company Common Stock from Nasdaqas promptly as practicable after the Effective Time, and in any event no more than two (2)days after the Closing Date, and deregistrationof the Company Common Stock under the Exchange Act as promptly as practicable after such delisting. The Company shall not cause the CompanyCommon Stock to be delisted from Nasdaq prior to the Effective Time.

6.12         StockExchange Listing. Parent shall use its reasonable best efforts to cause the Parent ADSs to be issued in connection with the Merger,and such other Parent Ordinary Shares to be reserved for issuance in the Merger, to be authorized for listing on Nasdaq, subject to officialnotice of issuance, prior to the Effective Time.

6.13         Section16Matters. Prior to the Effective Time, the Company shall take all such steps as may be required and permitted to cause any dispositionsof Company Common Stock (including derivative securities with respect to such Company Common Stock) by each director or officer of theCompany to be exempt under Rule16b-3 promulgated under the Exchange Act.

6.14         TakeoverLaw. If any Takeover Law is or may become applicable to the Merger or any of the other transactions contemplated by this Agreement,each of Parent and the Company and their respective boards of directors shall grant such approvals and take such actions as are necessaryso that such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise actto eliminate or minimize the effects of such statute or regulation on such transactions.

6.15         IntegrationPlanning. After the date hereof and prior to the Effective Time, Parent and the Company shall establish a mechanism, subject to applicableLaw, reasonably acceptable to both parties by which the parties shall confer on a regular and continued basis regarding the general statusof the ongoing operations of the Company and its subsidiaries, on the one hand, and Parent and its subsidiaries, on the other hand, andreasonably necessary integration planning matters and communicate and consult with specific persons to be identified by each party tothe other with respect to the foregoing.

- 83 -

6.16         BoardMembership. Parent shall use its reasonable best efforts so that at the Effective Time the number of directors that comprise the fullParent Board shall be up to nine (9), of which three (3)members of the Company Board, as constituted on the date of this Agreement,designated by the Company and reasonably acceptable to Parent, shall be appointed to the Parent Board, in each case to serve from andafter the Closing Date and subject to applicable Law and the articles of association of Parent as amended from time to time; providedthat if any of such individuals are unwilling or unable to serve as a director, then the Company shall designate another individual orindividuals, as the case may be, who are reasonably acceptable to Parent from among the other members of the Company Board as constitutedon the date of this Agreement, to serve as a director of Parent immediately following the Effective Time. The parties shall use theirreasonable best efforts to cause each individual who will serve as a director or officer of Parent immediately following the EffectiveTime to have executed and delivered a lock-up agreement (in form and substance agreed to by the parties) prior to the Closing.

Section7

CONDITIONSPRECEDENT TO THE OBLIGATION OF PARTIES TO CONSUMMATE THE MERGER

7.1            Conditionsto Obligations of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to effect the Mergershall be subject to the satisfaction (or waiver, if permitted by applicable Law) at or prior to the Closing of the following conditions:

(a)            StockholderApproval. Each of the Company Stockholder Approval and the Parent Shareholder Approval shall have been obtained.

(b)            RegistrationStatement. The FormS-4 shall have become effective in accordance with the provisions of the Securities Act, and no stop ordersuspending the effectiveness of the FormS-4 shall have been issued by the SEC and remain in effect.

(c)            Statutes;Court Orders. No order, injunction, judgment, decree or ruling (whether temporary, preliminary or permanent) enacted, promulgated,issued or entered by any Governmental Authority of competent authority (collectively, “Restraints”) or Laws shall be in effectenjoining, restraining, preventing or prohibiting consummation of the Merger or making consummation of the Merger illegal.

(d)            RegulatoryMatters. The condition set forth on Section7.1(d)of the Company Disclosure Letter shall have been satisfied.

(e)            NasdaqListing. The Parent ADSs issuable to the stockholders of the Company and to holders of Company Options and Company Restricted StockUnits shall have been authorized for listing on Nasdaq, subject to official notice of issuance.

- 84 -

7.2            AdditionalConditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Mergershall be further subject to satisfaction (or waiver, if permitted by applicable Law) at or prior to the Closing of the following additionalconditions:

(a)            Representations,Warranties and Covenants. (i)Each of the representations and warranties of the Company contained in Section3.1 (Organization,Standing and Corporate Power), Section3.2 (Corporate Authorization), Section3.4(a)(No Conflict) and Section3.25(Brokers and Finder’s Fees) shall be true and correct in all material respects as of the date of this Agreement and as of the ClosingDate as if made as of such date (except for those representations and warranties which address matters as of an earlier date, which shallhave been so true and correct as of such earlier date), (ii)the representations and warranties of the Company contained in Section3.9(a)(Absenceof Certain Changes)and Section3.27 (Antitakeover Laws) shall be true and correct in all respects as of the date of this Agreementand as of the Closing Date as if made as of such date (except for those representations and warranties which address matters as of anearlier date, which shall have been so true and correct as of such earlier date), (iii)the representations and warranties of theCompany contained in Section3.5(a)(Capitalization) shall be true and correct other than in de minimis respects as ofthe date of this Agreement and as of the Closing Date as if made on such date (except for those representations and warranties which addressmatters as of an earlier date, which shall have been so true and correct as of such earlier date) and (iv)each of the other representationsand warranties of the Company contained in Section3 of this Agreement shall be true and correct (without giving effect to any exceptionor qualification contained therein relating to materiality or a Company Material Adverse Effect), except where the failure of such otherrepresentations and warranties to be true and correct, individually or in the aggregate, has not had, or would not be reasonably expectedto have, a Company Material Adverse Effect, as of the date of this Agreement and as of the Closing Date, as if made as of such date (exceptfor those representations and warranties which address matters as of an earlier date, which shall have been so true and correct as ofsuch earlier date).

(b)            Performanceof Obligations of the Company. The Company shall have performed in all material respects the covenants and obligations required tobe performed by it under this Agreement at or prior to the Closing.

(c)            NoCompany Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any effect, event, occurrence, developmentor change that has had or would reasonably be expected to have individually or in the aggregate, a Company Material Adverse Effect.

(d)            FIRPTACertificate. The Company shall deliver to Parent (in the form attached hereto as ExhibitC) a certificate dated the ClosingDate satisfying the requirements set forth in Treasury Regulations Sections 1.1445-2(c)(3)and 1.897-2(h)certifying that theCompany is not nor has been a “U.S. real property holding corporation” (as defined in Section897(c)(2)of the Code)at any time during the five years preceding the date of the certificate (or such shorter period as may be specified by Section897(c)(1)(A)(ii)ofthe Code).

(e)            ClosingCertificate. The Company shall have furnished Parent with a certificate dated as of the Closing Date signed on its behalf by its ChiefExecutive Officer or Chief Financial Officer to the effect that the conditions set forth in Sections 7.2(a), (b), (c)and (d)havebeen satisfied.

(f)            CompanyContingent Liabilities. The Company Contingent Liabilities (as set forth on Section7.2(f)of the Company Disclosure Letter)shall not be more than $10 million as of Closing.

- 85 -

7.3            AdditionalConditions to the Obligations of the Company. The obligations of the Company to consummate and effect the Merger shall be furthersubject to satisfaction (or waiver, if permitted by applicable Law) at or prior to the Closing of the following additional conditions:

(a)            Representations,Warranties and Covenants. (i)Each of the representations and warranties of Parent and Merger Sub contained in Section4.1(Organization, Standing and Corporate Power), Section4.2 (Corporate Authorization), Section4.4(a)(No Conflict) and Section4.24(Brokers and Finder’s Fees) shall be true and correct in all material respects as of the date of this Agreement and as of the ClosingDate as if made as of such date (except for those representations and warranties which address matters as of an earlier date, which shallhave been so true and correct as of such earlier date), (ii)the representations and warranties of Parent and Merger Sub containedin Section4.9(a)(Absence of Certain Changes), Section4.26 (Antitakeover Laws) and Section4.28 (Investment CompanyAct) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as if made as of suchdate (except for those representations and warranties which address matters as of an earlier date, which shall have been so true and correctas of such earlier date), (iii)the representations and warranties of Parent contained in Section4.5(a)(Capitalization)shall be true and correct other than in de minimis respects as of the date of this Agreement and as of the Closing Date as if madeon such date (except for those representations and warranties which address matters as of an earlier date, which shall have been so trueand correct as of such earlier date) and (iv)each of the other representations and warranties of Parent and Merger Sub containedin Section4 of this Agreement shall be true and correct (without giving effect to any exception or qualification contained thereinrelating to materiality or a Parent Material Adverse Effect), except where the failure of such other representations and warranties tobe true and correct, individually or in the aggregate, has not had, or would not be reasonably expected to have, a Parent Material AdverseEffect, as of the date of this Agreement and as of the Closing Date, as if made as of such date (except for those representations andwarranties which address matters as of an earlier date which shall have been so true and correct as of such earlier date).

(b)            Performanceof Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects the covenantsand obligations required to be performed by it under this Agreement at or prior to the Closing.

(c)            NoParent Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any effect, event, occurrence, developmentor change that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

(d)            ClosingCertificate. Parent shall have furnished the Company with a certificate dated as of the Closing Date signed on its behalf by its ChiefExecutive Officer or Chief Financial Officer to the effect that the conditions set forth in Sections 7.3(a), (b)and (c)havebeen satisfied.

(e)            DirectorNominees. Subject to the Company’s compliance and requirements set forth in Section6.16, the Company director nomineesshall have been appointed to Parent’s board of directors in accordance with Section6.16, effective as of the Closing.

- 86 -

7.4            Frustrationof Closing Conditions. No party may rely on the failure of any condition set forth in this Section7 to be satisfied if suchfailure was caused by such party’s failure to act in compliance with the provisions of this Agreement.

Section8

TERMINATION,AMENDMENT AND WAIVER

8.1            Termination.This Agreement may be terminated and the transactions contemplated hereby may be abandoned, except as otherwise provided below, at anytime before the Effective Time, whether before or after the Company Stockholder Approval or the Parent Shareholder Approval is obtained,as follows:

(a)            Bymutual written consent of Parent and the Company;

(b)            Byeither Parent or the Company if (i)a Restraint prohibiting the Merger shall be in effect and have become final and non-appealableor (ii)the Effective Time has not occurred by 5:00 p.m.Eastern time on September5, 2023; provided, however, that theright to terminate this Agreement under this Section8.1(b)shall not be available to any party if the failure by such partyto perform any of its obligations under this Agreement has been the principal cause of the failure of any condition set forth in thisSection8.1(b)to be satisfied.

(c)            ByParent, if there has been a breach of, or inaccuracy in, any representation, warranty, covenant or agreement of the Company set forthin this Agreement, which breach or inaccuracy would result in a failure of a condition set forth in Section7.2 (other than withregard to Section7.2(d)) to be satisfied at the Closing (and to the extent such breach or inaccuracy has not been cured such thatsuch condition would be capable of satisfaction at the Closing within thirty (30) days after the receipt of notice thereof or such breachor inaccuracy is not reasonably capable of being so cured within such thirty (30)-day period); provided, however, that for purposes ofthis Section8.1(c), Parent shall not be entitled to terminate this Agreement pursuant to this Section8.1(c), if either Parentor Merger Sub is in breach of its representations, warranties, covenants or agreements set forth in this Agreement such that the Companywould be entitled to terminate this Agreement pursuant to Section8.1(d);

(d)            Bythe Company, if there has been a breach of, or inaccuracy in, any representation, warranty, covenant or agreement of Parent or MergerSub set forth in this Agreement, which breach or inaccuracy would result in a failure of a condition set forth in Section7.3 tobe satisfied at the Closing (and to the extent such breach or inaccuracy has not been cured such that such condition would be capableof satisfaction at the Closing within thirty (30) days after the receipt of notice thereof or such breach or inaccuracy is not reasonablycapable of being so cured within such thirty (30)-day period); provided, however, that for purposes of this Section8.1(d), the Companyshall not be entitled to terminate this Agreement pursuant to this Section8.1(d), if the Company is in breach of its representations,warranties, covenants or agreements set forth in this Agreement such that Parent would be entitled to terminate this Agreement pursuantto Section8.1(c);

- 87 -

(e)            ByParent, if prior to the receipt of the Company Stockholder Approval,the Company Board shall have effected a Company Adverse RecommendationChange;

(f)             Bythe Company, if prior to the receipt of the Parent Shareholder Approval,the Parent Board shall have effected a Parent Adverse RecommendationChange;

(g)            Byeither Parent or the Company, if the Company Stockholders Meeting (as it may be adjourned or postponed in accordance with this Agreement)shall have concluded and the Company Stockholder Approval shall not have been obtained at such meeting; provided, however, that the rightto terminate this Agreement under this Section8.1(g)shall not be available to the Company if the failure by the Company toperform any of its obligations under this Agreement has been the principal cause of the failure to obtain the Company Stockholder Approval;

(h)            Byeither Parent or the Company, if the Parent Shareholders Meeting (as it may be adjourned or postponed in accordance with this Agreement)shall have concluded and the Parent Shareholder Approval shall not have been obtained at such meeting; provided, however, that the rightto terminate this Agreement under this Section8.1(h)shall not be available to Parent if the failure by Parent or Merger Subto perform any of its obligations under this Agreement has been the principal cause of the failure to obtain the Parent Shareholder Approval;

(i)             Bythe Company, prior to obtaining the Company Stockholder Approval, in order to enter into a definitive agreement providing for a CompanySuperior Proposal in accordance with Section5.3(d); or

(j)             ByParent, prior to obtaining the Parent Shareholder Approval to enter into a definitive agreement providing for a Parent Superior Proposalin accordance with Section5.4(d).

8.2            Effectof Termination.

(a)            Inthe event of termination of this Agreement as provided in Section8.1 hereof, this Agreement shall forthwith become null and voidand be of no further force or effect, and there shall be no liability on the part of Parent, Merger Sub or the Company (or any of theirrespective directors, officers, employees, stockholders, agents or representatives), except as set forth in the last sentence of Section6.4,Section8 and Section9, each of which shall remain in full force and effect and survive any termination of this Agreement;provided, however, that nothing herein shall relieve any party from liability for fraud or the Intentional Breach of any of its representations,warranties, covenants or agreements set forth in this Agreement.

- 88 -

(i)               TheCompany shall pay, or cause to be paid, to Parent the Termination Fee immediately after termination if (i)Parent shall have terminatedthis Agreement pursuant to Section8.1(e)or (ii)the Company shall have terminated this Agreement pursuant to Section8.1(i).If (A)this Agreement is terminated pursuant to Sections 8.1(b)(ii), 8.1(c)or 8.1(g), (B)prior to the time of terminationand after the date of this Agreement, a Company Acquisition Proposal shall have been publicly announced or made to the Company Board andnot withdrawn and (C)within twelve (12) months after the date on which this Agreement shall have been terminated the Company entersinto a definitive agreement providing for a Company Acquisition Proposal or a Company Acquisition Proposal is consummated, the Companyshall pay, or cause to be paid, to Parent the Termination Fee upon the earlier of the execution of such definitive agreement or upon consummationof such Company Acquisition Proposal. All amounts due hereunder shall be payable by wire transfer in immediately available funds to suchaccount as Parent may designate in writing to the Company. If the Company fails to promptly pay, or cause to be paid, any amounts requiredunder this Section8.2(a)(i)and Parent commences a suit to collect such amounts, the Company shall indemnify Parent for itsfees and expenses (including attorneys’ fees and expenses) incurred in connection with such suit and shall pay interest on the amountrequired to have been delivered at the prime rate in the Wall Street Journal in effect on the date the amount was deliverable pursuantto this Section8.2(a)(i). The payment by, or on behalf of, the Company of the Termination Fee to Parent pursuant to this Section8.2(a)(i),including, if applicable, any fees and expenses incurred as a result of the Company’s failure to timely pay, if paid, shall be thesole and exclusive remedy of Parent in the event of termination of this Agreement under circumstances requiring the payment of the TerminationFee pursuant to this Section8.2(a)(i). Such payment shall be exclusive of any amount in respect of VAT chargeable on any supplyfor which the Termination Fee is consideration for VAT purposes. To the extent VAT is or becomes chargeable on any such supply the partyrequired to account to a Governmental Authority for such VAT shall provide an appropriate VAT invoice to the other party which shall,promptly on receipt thereof, pay, or cause to be paid, to such first party an amount equal to the amount of such VAT.

(ii)              Parentshall pay the Company by way of compensation the Termination Fee immediately after termination if (i)the Company shall have terminatedthis Agreement pursuant to Section8.1(f)or (ii)Parent shall have terminated this Agreement pursuant to Section8.1(j).If (A)this Agreement is terminated pursuant to Sections 8.1(b)(ii), 8.1(d)or 8.1(h), (B)prior to the time of terminationand after the date of this Agreement, a Parent Acquisition Proposal shall have been publicly announced or made to the Parent Board andnot withdrawn and (C)within twelve (12) months after the date on which this Agreement shall have been terminated Parent enters intoa definitive agreement providing for a Parent Acquisition Proposal or a Parent Acquisition Proposal is consummated, Parent shall pay tothe Company by way of compensation the Termination Fee upon the earlier of the execution of such definitive agreement or upon consummationof such Parent Acquisition Proposal. All amounts due hereunder shall be payable by wire transfer in immediately available funds to suchaccount or accounts as the Company may designate in writing to Parent. If Parent fails to promptly make any payment required under thisSection8.2(a)(ii)and the Company commences a suit to collect such payment, Parent shall also pay the Company for its feesand expenses (including attorneys’ fees and expenses) incurred in connection with such suit and shall pay interest on the amountof the payment at the prime rate in the Wall Street Journal in effect on the date the payment was payable pursuant to this Section8.2(a)(ii).The payment by Parent of the Termination Fee to the Company pursuant to this Section8.2(a)(ii), including, if applicable, any feesand expenses incurred as a result of Parent’s failure to timely pay, if paid, shall be the sole and exclusive remedy of the Companyin the event of termination of this Agreement under circumstances requiring the payment of the Termination Fee pursuant to this Section8.2(a)(ii).Such payment shall be exclusive of any amount in respect of VAT chargeable on any supply for which the Termination Fee is considerationfor VAT purposes. To the extent VAT is or becomes chargeable on any such supply the party required to account to a Governmental Authorityfor such VAT shall provide an appropriate VAT invoice to the other party which shall, promptly on receipt thereof, pay, or cause to bepaid, to such first party an amount equal to the amount of such VAT.

- 89 -

(iii)             Theparties acknowledge that the agreements contained in this Section8.2 are an integral part of the transactions contemplated hereby,that without these agreements the parties would not enter into this Agreement and that any amounts payable pursuant to this Section8.2do not constitute a penalty.

8.3            Feesand Expenses. Except as otherwise set forth in this Agreement, all costs and expenses incurred in connection with this Agreement andthe transactions contemplated hereby shall be paid by the party incurring such expenses whether or not the Merger is consummated.

8.4            Noticeof Termination. The party desiring to terminate this Agreement pursuant to Section8.1 (other than under Section8.1(a))shall give written notice of such termination to the other party or parties specifying the provision or provisions of Section8.1pursuant to which such termination is purportedly effected.

8.5            Amendment.Subject to applicable Law and as otherwise provided in this Agreement, this Agreement may be amended, modified and supplemented in anyand all respects, whether before or after any vote of the stockholders of the Company or the Parent Shareholders contemplated hereby,only by written agreement of the parties hereto, but after the Company Stockholder Approval or the Parent Shareholder Approval, no amendmentshall be made which by Law requires further approval by such stockholders without obtaining such further approval.

8.6            Waiver.At any time prior to the Effective Time, each party hereto may (a)extend the time for the performance of any of the obligationsor other acts of any other party hereto or (b)waive compliance with any of the agreements of any other party or any conditions toits own obligations, in each case only to the extent such obligations, agreements and conditions are intended for its benefit; provided,that any such extension or waiver shall be binding upon a party only if such extension or waiver is set forth in a writing executed bysuch party.

Section9

MISCELLANEOUS

9.1            NoSurvival. None of the representations, warranties, covenants or agreements in this Agreement or any instrument delivered pursuantto this Agreement shall survive the Effective Time, other than those covenants or agreements of the parties which by their terms apply,or are to be performed in whole or in part, after the Effective Time.

9.2            Notices.Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed given when delivered in person,by overnight courier or upon email transmission (provided, that no “bounce back” or similar message of non-deliveryis received with respect thereto), or two (2)Business Days after being sent by registered or certified mail (postage prepaid, returnreceipt requested):

(a)            ifto Parent or Merger Sub, to:

Adaptimmune Therapeutics plc

60 Jubilee Avenue, Milton Park

Abingdon, Oxfordshire OX14 4RX

United Kingdom

Attn:   WilliamBertrand

Email:  william.bertrand@adaptimmune.com

- 90 -

with copies (which shall not constitutenotice under this Agreement) to:

Adaptimmune Therapeutics plc

60 Jubilee Avenue, Milton Park

Abingdon, Oxfordshire OX14 4RX

United Kingdom

Attn:   General Counsel

Email:  kerry.sharp@adaptimmune.com

and:

Ropes& Gray LLP

1211 Avenue of the Americas

New York, NY 10036-8704

Attn:   Jackie Cohen

Email:  jackie.cohen@ropesgray.com

(b)            ifto the Company, to:

TCR² Therapeutics Inc.

100 Binney Street, Suite710

Cambridge, Massachusetts 02142

Attn:   GeneralCounsel

Email:  margaret.siegel@tcr2.com

with a copy to:

Goodwin Procter LLP

100 Northern Avenue

Boston, Massachusetts 02110

Attn:   Mitchell S. Bloom, Robert Masella, Andrew H. Goodman,Tevia K. Pollard

Email:  mbloom@goodwinlaw.com,rmasella@goodwinlaw.com,
agoodman@goodwinlaw.com, tpollard@goodwinlaw.com

Any party may by notice given in accordance withthis Section9.2 to the other parties designate another address or person for receipt of notices hereunder.

9.3            EntireAgreement. This Agreement (including the Company Disclosure Letter, the Parent Disclosure Letter, Annexes and Exhibits hereto andthe documents and instruments referenced herein) contain the entire agreement among the parties with respect to the Merger and relatedtransactions, and supersede all prior agreements, written or oral, among the parties with respect thereto, other than the ConfidentialityAgreement, which shall survive and remain in full force and effect (other than the “standstill” provisions which shall expireconcurrently with the execution and delivery of this Agreement).

- 91 -

9.4            GoverningLaw. This Agreement and all actions arising under or in connection therewith shall be governed by and construed in accordance withthe Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of lawthereof.

9.5            BindingEffect; No Assignment; No Third Party Beneficiaries.

(a)            ThisAgreement shall not be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consentof the other parties, except that (i)Merger Sub may assign, in its sole discretion and without the consent of any other party, anyor all of its rights, interests and obligations hereunder to Parent, and (ii)Merger Sub may assign, in its sole discretion and withoutthe consent of any other party, any or all of its rights, interests and obligations hereunder to one or more direct or indirect wholly-ownedsubsidiaries of Parent (provided that no such assignment shall release Merger Sub of its obligations hereunder), and any attempt to makeany such assignment without such consent shall be null and void and no such transfer shall be permitted to the extent it would reasonablybe expected to delay the Closing. Subject to the preceding sentence, but without relieving any party hereto of any obligation hereunder,this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

(b)            Otherthan (i)Section6.10 and (ii)from and after the Effective Time, the rights of holders of shares of Company Common Stock,Company Options and Company Restricted Stock Units to receive the Per Share Merger Consideration and other applicable payments pursuantto Section2 (which shall be enforceable by such persons), nothing in this Agreement, express or implied, is intended to or shallconfer upon any person other than Parent, Merger Sub and the Company and their respective successors and permitted assigns any right,benefit or remedy of any nature whatsoever under or by reason of this Agreement.

9.6            Counterpartsand Signature. This Agreement may be executed in two (2)or more counterparts (including by an electronic signature, electronicscan or electronic transmission in portable document format (.pdf) including (but not limited to) DocuSign, delivered by electronic mail),each of which shall be deemed an original but all of which together shall be considered one and the same agreement and shall become effectivewhen counterparts have been signed by each of the parties hereto and delivered to the other parties hereto, it being understood that allparties hereto need not sign the same counterpart.

9.7            Severability.If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of thisAgreement shall remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degreeshall remain in full force and effect to the extent not held invalid or unenforceable. The parties further agree to replace such invalidor unenforceable provision of this Agreement with a valid and enforceable provision that shall achieve, to the extent possible, the economic,business and other purposes of such invalid or unenforceable provision.

- 92 -

9.8            Submissionto Jurisdiction; Waiver. Each of the Company, Parent and Merger Sub irrevocably agrees that any legal action or proceeding with respectto this Agreement or the transactions contemplated hereby or for recognition and enforcement of any judgment in respect hereof broughtby any other party hereto or its successors or assigns shall be brought and determined exclusively in the Delaware Court of Chancery andany state appellate court therefrom within the State of Delaware (or, if and only if the Delaware Court of Chancery declines to acceptjurisdiction over a particular matter, any state or federal court within the State of Delaware) and each of the Company, Parent and MergerSub hereby irrevocably submits with regard to any action or proceeding for itself and in respect to its property, generally and unconditionally,to the exclusive jurisdiction of the aforesaid courts and agrees that it shall not bring any action relating to this Agreement or thetransactions contemplated hereby in any court other than the aforesaid courts. Each of the Company, Parent and Merger Sub hereby irrevocablywaives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respectto this Agreement, (a)any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason otherthan the failure to lawfully serve process, (b)that it or its property is exempt or immune from jurisdiction of any such court orfrom any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid ofexecution of judgment, execution of judgment or otherwise), and (c)to the fullest extent permitted by applicable Law, that (i)thesuit, action or proceeding in any such court is brought in an inconvenient forum, (ii)the venue of such suit, action or proceedingis improper or (iii)this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party agrees thatnotice or the service of process in any action or proceeding arising out of or relating to this Agreement or the transactions contemplatedhereof shall be properly served or delivered if delivered in the manner contemplated by Section9.2 or in any other manner permittedby applicable Law. The parties agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced inother jurisdictions by suit on the judgment or in any other manner provided by applicable Law; provided, however, that nothing in theforegoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final court judgment.

9.9            Enforcement.The parties recognize and agree that if for any reason any of the provisions of this Agreement are not performed in accordance with theirspecific terms or are otherwise breached, immediate and irreparable harm or injury would be caused for which money damages would not bean adequate remedy. Accordingly, each party agrees that, in addition to other remedies, any other party shall be entitled to an injunctionor injunctions to prevent breaches or restraining any violation or threatened violation of the provisions of this Agreement. In the eventthat any action shall be brought in equity to enforce specifically the terms and provisions of this Agreement in the Delaware courts and,in action for specific performance, no party shall allege, and each party hereby waives the defense, that there is an adequate remedyat Law and waives any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to anyother remedy to which they are entitled at law or in equity (subject to the limitations set forth in this Agreement). The parties furtheragree that (i)by seeking the remedies provided for in this Section9.9, a party shall not in any respect waive its right toseek any other form of remedy or relief that may be available to a party under this Agreement (including monetary damages) for breachof any of the provisions of this Agreement or in the event that this Agreement has been terminated or in the event that the remedies providedfor in this Section9.9 are not available or otherwise are not granted, and (ii)nothing set forth in this Section9.9shall require any party to institute any proceeding for (or limit any party’s right to institute any proceeding for) specific performanceunder this Section9.9 prior or as a condition to exercising any termination right under Section8 (and pursuing damages aftersuch termination), nor shall the commencement of any Action pursuant to this Section9.9 or anything set forth in this Section9.9restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Section8 or pursue any otherremedies under this Agreement that may be available at any time. For the avoidance of doubt, the Company may concurrently seek specificperformance or other equitable relief and other monetary damages, remedies or awards.

- 93 -

9.10         NoWaiver; Remedies Cumulative. No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impairsuch right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, norshall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights andremedies existing under this Agreement are cumulative to, and not exclusive to, and not exclusive of, any rights or remedies otherwiseavailable.

9.11         Waiverof Jury Trial. EACH OF PARENT, THE COMPANY AND MERGER SUB HEREBY IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDINGOR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATEDDOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENT OR ACTION RELATED HERETO OR THERETO. Each party to this Agreement certifiesand acknowledges that (a)no Representative of any other party has represented, expressly or otherwise, that such other party wouldnot seek to enforce the foregoing waiver in the event of a legal action, (b)such party has considered the implications of this waiver,(c)such party makes this waiver voluntarily, and (d)such party has been induced to enter into this Agreement by, among otherthings, the mutual waivers and certifications in this Section9.11.

Section10

DEFINITIONS

10.1         CertainDefinitions. As used herein, the following terms have the following meanings:

“Affiliate” means,with respect to any person, any other person, directly or indirectly, controlling, controlled by, or under common control with, such person.For purposes of this definition, the term “control” (including the correlative terms “controlling,” “controlledby” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause thedirection of the management and policies of a person, whether through the ownership of voting securities, by Contract or otherwise.

“Antitrust Laws”means the HSR Act or any other applicable U.S. or foreign competition, antitrust, merger control or investment Laws.

- 94 -

“Business Day” meansany day other than Saturday or Sunday or a day on which commercial banks are authorized or required by Law to be closed in New York, NewYork.

“CompanyAcquisition Proposal” means any proposal or offer from any person, persons or group (other than Parent, Merger Sub or any of theirrespective Affiliates) relating to (a)any direct or indirect acquisition, purchase or license from the Company or its subsidiaries,in a single transaction or a series of transactions, of (i)20% or more (based on the fair market value thereof, as determined bythe Company Board (or any committee thereof) in good faith) of assets (including capitalstock of the Company’s subsidiaries) of the Company and its subsidiaries, taken as a whole or (ii)20% or more of the outstandingshares of Company Common Stock, or (b)any tender offer or exchange offer that, if consummated, would result in any person, personsor group owning, directly or indirectly, 20% or more of the outstanding shares of Company Common Stock or (c)any merger, consolidation,business combination, recapitalization, liquidation, dissolution, binding share exchange, license or similar transaction to which theCompany or its subsidiaries is a party pursuant to which (i)any person, persons or group (or the stockholders of any such person(s))would own, directly or indirectly, 20% or more of the voting securities of the Company or of the surviving entity in a merger involvingthe Company or the resulting direct or indirect parent of the Company or such surviving entity, other than, in each case, the Merger or(ii)the owners of outstanding shares of Company Common Stock immediately prior to such transaction would own less than 50% of thevoting securities of the Company or of the surviving entity in a merger involving the Company or the resulting direct or indirect parentof the Company or such surviving entity, other than, in each case, the Merger.

“Company Charter”means the Amended and Restated Certificate Incorporation of the Company, as amended on or prior to the date hereof.

“Company Equity Plans” means the TCR^2,Inc.2015 Stock Option and Grant Plan; the TCR² Therapeutics Inc. 2018 Stock Option and Incentive Plan; and the TCR²Therapeutics Inc. 2022 Inducement Plan, each as amended from time to time.

“Company Foreign Plan”means (i)any Company Plan that is maintained, sponsored or contributed (or required to contribute) to primarily for the benefitof any current or former employee, officer, director or other service provider of the Company or any of its subsidiaries or with respectto which the Company or any of its subsidiaries has or could have any liability, contingent or otherwise, who are or were providing servicesoutside the United States and (ii)any plan that would be a Company Plan except for the fact that it is subject to any Law otherthan U.S. federal, state or local Law.

“CompanyIntervening Event” means a material event or circumstance not known to the Company Board on the date of this Agreement, whichevent or circumstance becomes known to the Company Board prior to the Effective Time; provided, however, that in no eventshall the following constitute a Company Intervening Event: (a)a Company Acquisition Proposal, (b)anymaterial event or circumstance that was known or reasonably foreseeable to the Company Board as of the date hereof (or if known or reasonablyforeseeable, the consequences of which were not reasonably foreseeable) or (c)changes in the Company Common Stock price, in andof itself.

- 95 -

“Company Material AdverseEffect” means any effect, event, occurrence, development or change that has a material adverse effect on the financial condition,assets, liabilities, business or results of operations of the Company; provided, however, that a Company Material Adverse Effect shallnot be deemed to include effects, events, occurrences, developments or changes arising out of, relating to or resulting from: (A)changesor prospective changes generally affecting the economy, financial or securities markets or political, legislative or regulatory conditions,except and only to the extent such changes adversely affect the Company in a disproportionate manner relative to other participants inthe Company’s industry; (B)changes or prospective changes in the Company’s industry, except and only to the extent suchchanges adversely affect the Company in a disproportionate manner relative to other participants in the Company’s industry; (C)anychange or prospective change in Law or the interpretation thereof, except and only to the extent such changes adversely affect the Companyin a disproportionate manner relative to other participants in the Company’s industry; (D)any change or prospective changein applicable accounting regulations or principles, including GAAP, or the interpretation thereof; (E)acts of war, armed hostility,terrorism, volcanic eruptions, tsunamis, pandemics, earthquakes, floods, storms, hurricanes, tornadoes or other natural disasters, exceptand only to the extent such acts adversely affect the Company in a disproportionate manner relative to other participants in the Company’sindustry; (F)the public announcement by Parent of its proposal to acquire the Company or the execution and delivery of this Agreement(except to the extent such effect, event, occurrence, development or change was the result of a breach of Section3.4) or the announcementof the Merger, including the impact thereof on contractual or other relationships with suppliers, distributors, partners, employees, officers,directors, lenders, investors, patients, Governmental Authorities or other third parties, and any Stockholder Litigation; (G)anyfailure by the Company to meet any internal or published industry analyst projections or forecasts or estimates of revenues or earnings(it being understood and agreed that the facts and circumstances giving rise to such failure may be deemed to constitute, and may be takeninto account in determining whether there has been, a Company Material Adverse Effect); (H)any change or prospective change in theprice or trading volume of the Company Common Stock on Nasdaq (it being understood and agreed that the facts and circumstances givingrise to such change may be deemed to constitute, and may be taken into account in determining whether there has been, a Company MaterialAdverse Effect); (I)actions or omissions or required by this Agreement, or the failure to take any action prohibited by this Agreementfor which Parent has unreasonably refused the Company’s written request to provide consent; (J)changes or prospective changesin the Company’s credit ratings (it being understood and agreed that the facts and circumstances giving rise to such change maybe deemed to constitute, and may be taken into account in determining whether there has been, a Company Material Adverse Effect); (K)changesor prospective changes in interest rates or foreign exchange rates; or (L)regulatory, preclinical or clinical, competitive, pricing,reimbursement or manufacturing events, or any event, change, effect, occurrence, circumstance or development relating to or affectingany products or product candidates of the Company or any product or product candidate competitive with or related to any products or productscandidates of the Company, including (i)any suspension, rejection, refusal of, request to refile or any delay in obtaining, makingor maintaining any regulatory application, filing or approval relating to any products or product candidates of the Company, (ii)anyregulatory actions, requests, recommendations, determinations or decisions of any Governmental Authority relating to any products or productcandidates of the Company or any product or product candidate competitive with or related to any products or product candidates of theCompany (or the manufacture or commercialization thereof), or any other regulatory or preclinical or clinical development relating toany products or product candidates of the Company or any product or product candidate competitive with or related to any products or productscandidates of the Company, (iii)any delay, hold or termination of any preclinical or clinical study, trial or test with respectto any products or product candidate of the Company or any delay in launching commercial sales of any products or product candidates ofthe Company, (iv)any results, outcomes, data, adverse events, side effects (including toxicity) or safety observations related toor arising from any preclinical or clinical studies, trials or tests with respect to any products or product candidates of the Companyor any product or product candidate competitive with or related to any products or product candidates of the Company, or announcementsof any of the foregoing, (v)any adverse events affecting patient enrollment or failure to participate with respect to clinical trialsfor any products or product candidates of the Company, (vi)any production or supply chain disruption affecting the manufacture ofany products or product candidates of the Company, or (vii)any recommendations, statements, decisions or other pronouncements made,published or proposed by professional medical organizations, payors, Governmental Authorities or representatives of any of the foregoing,or any panel or advisory body empowered or appointed thereby, relating to any product or product candidates of the Company or any productor product candidate competitive with or related to any products or product candidates of the Company, in each case not resulting fromor arising out of any wrongdoing by the Company or any of its Affiliates or the Company Representatives.

- 96 -

“Company Permitted Liens”means any (i) statutory Liens for Taxes, business improvement district charges, water and sewer charges, assessments and other lienableservices and other governmental charges and impositions not yet due or payable or that are being contested in good faith through appropriateproceedings, and in each case, for which adequate reserves have been established, in accordance with GAAP, on the consolidated financialstatements included in the most recent Company SEC Documents, (ii) statutory Liens arising out of operation of Law, including carriers’,warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Liens incurred in the ordinary courseof business, (iii) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social securitylegislation, (iv) with respect to Company Leased Real Property, (1) all matters, whether or not of record, that arise out ofthe actions of Parent or its agents, representatives or contractors, (2) all easements, covenants, rights-of-way, restrictions andother encumbrances affecting any Company Leased Real Property, (3) all Liens and other matters disclosed, or in any title commitment,report, listing or policy, or in any survey or survey update relating to the Company Leased Real Property, in each case to the extentpublicly available or made available by the Company to Parent (including those relating to physical condition or variations in locationor dimension), and (4) any and all Laws affecting the Company Leased Real Property (including any Laws relating to zoning, buildingand the use, occupancy, subdivision or improvement of the Company Leased Real Property); provided that such matters described in clauses(1) through (4) do not prohibit or materially impair the current use and operation of the Company Leased Real Property subjectthereto in the business of the Company, (v) statutory landlords’ Liens and Liens granted to landlords under any lease or sublease,(vi) licenses, options or other covenants of, or other contractual obligations with respect to, any Intellectual Property incurredin the ordinary course of business (vii) any Liens created pursuant to or in connection with this Agreement or disclosed in theCompany Disclosure Letter, (viii) Liens approved in writing by Parent and (ix) Liens that, individually or in the aggregate,do not materially impair the current use and operation of the assets to which they relate.

“Company Plan”means each Employee Benefit Plan that is sponsored, maintained, or contributed (or required to be contributed) to by the Company or anyof its subsidiaries for the benefit of one or more current or former employees, officers, directors or other service providers of theCompany or any of its subsidiaries and with respect to which the Company or any of its subsidiaries has any liability, contingent orotherwise, other than any plan, program, arrangement, agreement or policy mandated by applicable Laws, including without limitation theCompany’s Temporary Severance Plan dated February 2023.

“Company Superior Proposal”means a Company Acquisition Proposal (with all percentages in the definition of Company Acquisition Proposal changed to 50%) made byany person on terms that the Company Board (or any committee thereof) determines in good faith, after consultation with the Company’soutside financial advisors and outside legal counsel, and considering such factors as the Company Board (or any committee thereof) considersto be appropriate (including conditionality, timing, likelihood of consummation of such proposal and consideration per share), that isreasonably likely to be consummated in accordance with its terms, and, if consummated, would result in a transaction that is more favorableto stockholders of the Company than the Merger (including taking into account any applicable Termination Fee of the Company).

“Competition Authority”means any authority, agency, court or tribunal which has jurisdiction in relation to competition, anti-trust, fair trading, consumerprotection, monopolies, mergers or other similar matters.

“Confidentiality Agreement”means the Confidentiality Agreement, dated February 10, 2023 (as it may be amended from time to time), between Parent and the Company.

“Contract” means,with respect to any person, any of the agreements, contracts, leases (whether for real or personal property), notes, bonds, mortgages,indentures, deeds of trust, loans, evidences of Indebtedness, letters of credit, settlement agreements, franchise agreements, undertakings,employment agreements, license agreements or instruments to which such person or its subsidiaries is a party, whether oral or written.

“Copyrights” meansworks of authorship (whether or not copyrightable, including all Software, whether in source code or object code format) and all copyrights(whether or not registered), including all registrations thereof and applications therefor, and all renewals, extensions, restorationsand reversions of the foregoing.

“Deposit Agreement”means the Deposit Agreement, dated as of May 11, 2015, among Parent, Citibank, N.A., as depositary, and all holders from time totime of Parent ADSs.

“Employee Benefit Plan”means each “employee benefit plan” (as defined in Section 3(3) of ERISA, whether or not subject to ERISA), andeach other plan, program, arrangement, agreement or policy providing for compensation, employment, individual consulting, bonuses, profit-sharing,performance awards, stock option or other stock-related rights, equity purchase, equity ownership, deferred compensation, health, dental,life insurance, death, accidental death and dismemberment, disability, and welfare benefits, post-employment or retirement benefits,pension, severance, termination benefits, change of control benefits, or retention benefits, fringe or wellness benefits, in each case,whether written or unwritten, funded or unfunded, self-insured or insured.

“Environmental Claim”means any and all written complaints, summons, citations, directives, orders, decrees, claims, Liens, litigation, investigations, noticesof violation, judgments, administrative, regulatory or judicial actions, suits, demands or proceedings, or notices of noncompliance orviolation by any Governmental Authority or person involving or alleging potential liability of a party to this Agreement or one of itssubsidiaries arising out of or resulting from any violation of any Environmental Law or the Release of Hazardous Material at, from, orotherwise relating to: (i) any of the Company’s or its subsidiaries’ facilities or any other properties or facilitiescurrently or formerly owned, leased or operated by Company or any of its subsidiary; or (ii) any facilities that received HazardousMaterial generated by the Company or any of its subsidiaries.

“Environmental Laws”means all applicable Laws relating to pollution or protection of workplace health and safety (as such relates to exposure to HazardousMaterials) or the environment, including, without limitation, Laws relating to Releases or threatened Release of Hazardous Materials,the protection of human health as a result of exposure to Hazardous Materials, the storage, transport or disposal of Hazardous Materials,discharges of Hazardous Materials to surface water or groundwater, air emissions, recordkeeping, notification, disclosure and reportingrequirements respecting Hazardous Materials, and all Laws relating to endangered or threatened species of fish, wildlife and plants andthe management or use of natural resources.

“Environmental Liability”means all liabilities, monetary obligations, losses, damages of any kind including without limitation punitive damages, consequentialdamages, treble damages, and natural resource damages, costs and expenses (including all fees, disbursements and expenses of counsel,experts and consultants, costs of investigations and feasibility studies, compliance costs, abatement and cleanup costs), fines, penalties,sanctions and interest incurred as a result of any claim or demand by any Governmental Authority or any third party or requirement ofEnvironmental Law, and which relate to any violation or alleged violation of Environmental Laws or Releases of Hazardous Materials at,from, or otherwise relating to (i) any of the Company’s or its subsidiaries’ facilities or any other properties or facilitiescurrently or formerly owned, leased or operated by Company, any of its subsidiaries or the Company’s current business; (ii) anyfacilities that received Hazardous Material generated by the Company or any of its subsidiaries.

“Environmental Permits”means any permit, registration, license or other authorization required or issued under any applicable Environmental Law.

“Equity Interest”means any share, capital stock, partnership, limited liability company, membership, member, joint venture or similar interest, and anyoption, restricted stock, restricted stock unit, phantom equity interest, stock appreciation right, warrant, right or security (includingdebt securities) convertible, exchangeable or exercisable thereto or therefor.

“ERISA” means theEmployee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate”of any entity means any other entity that, together with such entity, would be (or at any relevant time would have been) treated as asingle employer under Sections 414(b), (c), (m) or (o) of the Code.

“Exchange Act”means the Securities Exchange Act of 1934, as amended.

“FCPA” means theU.S. Foreign Corrupt Practices Act of 1977, as amended.

“FDA Laws” meansthe Federal Food, Drug, and Cosmetic Act of 1938, as amended (21 U.S.C. §§ 301 et seq.), the Public Health Service Act (42U.S.C. §§ 262 et. seq) (the “PHSA”), the rules, regulations and other requirements promulgated or issued thereunderby the FDA, and all comparable federal, state, local or foreign Laws.

“GAAP” means generallyaccepted accounting principles in the United States.

“GlobalTrade Control Laws” means, to the extent applicable, the U.S. Export Administration Regulations; the U.S. International Trafficin Arms Regulations; the economic sanctions rules and regulations implemented under statutory authority and/or President’sExecutive Orders and administered by the U.S. Treasury Department’s Office of Foreign Assets Control; U.S. Customs Regulations;European Union (E.U.) Council Regulations on export controls, including Nos. 428/2009, 267/2012; other E.U. Council sanctions regulations,as implemented in E.U. Member States; United Nations sanctions policies; all relevant regulations and legislative instruments made underany of the above; and other relevant economic sanctions, export and import control Laws imposed by a relevant Governmental Authorityapplicable to the Company or Parent.

“GovernmentOfficial” means (i) any elected or appointed government official (e.g., a legislator or a member of a ministry of health);(ii) any employee or person acting for or on behalf of a government, a government department or agency, an institution or entityowned or controlled by a government (e.g., a healthcare professional employed by a government-owned or -controlled hospital, or a personserving on a healthcare committee that advises a government), or an enterprise or instrumentality performing a governmental function;(iii) any candidate for public office, or officer, employee, or person acting for or on behalf of a political party or candidatefor public office; (iv) an employee or person acting for or on behalf of a public international organization (e.g., the United Nations,the Red Cross, or the World Bank); (v) any member of a military or a royal or ruling family; or (vi) any person otherwise categorizedas a government official under Law.

“Governmental Authority”means any arbitrator, court, nation, government, any state or other political subdivision thereof and any entity exercising executive,legislative, judicial regulatory or administrative functions of, or pertaining to or on behalf of, government.

“HazardousMaterials” means any materials, chemicals, pollutants, contaminants, wastes, toxic or hazardous substances, including without limitationpetroleum and petroleum products or compounds, gasoline, diesel fuel, solvents, asbestos and asbestos-containing materials, polychlorinatedbiphenyls, lead and lead-based paints and materials, radon, radioactive materials, pesticides, urea formaldehyde, and mold, (i) thatare regulated, or for which liability can be imposed, pursuant to Environmental Laws, or (ii) the handling or management of whichrequires registration, authorization, investigation or remediation under Environmental Laws, including by example “hazardous substances”and “hazardous wastes” as defined in the Comprehensive Environmental Response, Compensation,and Liability Act of 1980, as amended, and Resource Conservation and Recovery Act, respectively.

“HealthcareLaws” means, to the extent related to the conduct of the Company’s and its subsidiaries or Parent and its subsidiaries businesses,as applicable, as of the date of this Agreement, means (a) all applicable federal and state fraud and abuse Laws, including, thefederal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), the civil False Claims Act (31 U.S.C. § 3729 et seq.), Sections 1320a-7and 1320a-7a of Title 42 of the United States Code and the regulations promulgated pursuant to such statutes; (b) Titles XVIII (42U.S.C. §1395 et seq.) and XIX (42 U.S.C. §1396 et seq.) of the Social Security Act and the regulations promulgated thereunder;(c) the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (42 U.S.C. §1395w-101 et seq.) and theregulations promulgated thereunder; (d) the so-called federal “Sunshine Law” or Open Payments (42 U.S.C. §1320a-7h) and state or local Laws regulating or requiring reporting of interactions between pharmaceutical manufacturers and membersof the healthcare industry and regulations promulgated thereunder; (e) Laws governing government pricing or price reporting programsand regulations promulgated thereunder, including the Medicaid Drug Rebate Program (42 U.S.C. § 1396r-8) and any state supplementalrebate program, the Public Health Service Act (42 U.S.C. § 256b), the VA Federal Supply Schedule (38 U.S.C. § 8126) or anystate pharmaceutical assistance program or U.S. Department of Veterans Affairs agreement, and any successor government programs; (f) anyand all other federal, state, local or foreign health care Law applicable to the Company and its subsidiaries or Parent and its subsidiaries,as applicable.

“HSR Act” meansthe Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Indebtedness”means, with respect to any person, (i) indebtedness, notes payable, bonds, debentures or other obligations of such person for borrowedmoney, whether current, short-term or long-term, secured or unsecured; (ii) lease obligations under leases which are classifiedas capital leases of such person under GAAP (excluding any operating leases of such person under GAAP); (iii) indebtedness createdor arising under any conditional sale or other title retention agreement with respect to property acquired by such person; (iv) obligationsof such person for the deferred purchase price of property or services (other than trade payables and obligations of such person to creditorsincurred in the ordinary course of business); (v) obligations of such person pursuant to or evidenced by hedging, swap, factoring,interest rate, currency or commodity derivatives arrangements or other similar instruments; (vi) off-balance sheet financing ofsuch person including synthetic leases and project financing; (vii) indebtedness of another person referred to in clauses (i) through(vi) above guaranteed, directly or indirectly, jointly or severally, in any manner by such person; (viii) indebtedness referredto in clauses (i) through (vii) above secured by (or for which the holder of such indebtedness has an existing right, contingentor otherwise, to be secured by) any Lien on property or assets owned by such person; and (ix) reimbursement obligations of suchperson with respect to letters of credit (other than (A) letters of credit issued for the benefit of suppliers to support accountspayable to suppliers incurred in the ordinary course of business consistent with past practices, (B) standby letters of credit relatingto workers’ compensation insurance and surety bonds, and (C) surety bonds and customs bonds), bankers’ acceptance orsimilar facilities issued for the account of such person.

“Intellectual Property”means, in any jurisdiction throughout the world, all rights, title, and interests in and to all intellectual property rights of everykind and nature however denominated, intangible industrial property rights, and all related priority rights protected, created or arisingunder the Laws of the United States or any other jurisdiction or under any international convention, including: (i) all Patents,(ii) Trade Secrets, (iii) Copyrights, (iv) Software, (v) Trademarks (vi) registered domain names and socialmedia designations, (vii) all tangible embodiments of the foregoing (in whatever form or medium) and any rights equivalent to anyof the foregoing anywhere in the world, (viii) all royalties, fees, income, payments, and other proceeds now or hereafter due orpayable with respect to any of the foregoing, (ix) any and all registrations, applications, recordings, licenses, common-law rights,statutory rights, administrative rights, and contractual rights relating to any of the foregoing, and (x) all claims and causesof action, with respect to any of the foregoing, whether accruing before, on or after the date of this Agreement, including all rightsto and claims for damages, restitution and injunctive relief for infringement, dilution, misappropriation, violation, misuse, breachor default, with the right but not the obligation to sue for such legal and equitable relief, and to collect, or otherwise recover, anysuch damages, including costs and attorneys’ fees.

“Intentional Breach”means the taking of a deliberate act or a deliberate failure to act, in either case which act or failure to act constitutes in and ofitself a material breach of this Agreement, even if breaching was not the conscious object of the act.

“knowledge of Parent”means the actual knowledge of the individuals listed on Section 10.1 of the Parent Disclosure Letter.

“knowledge of the Company”means the actual knowledge of the individuals listed on Section 10.1 of the Company Disclosure Letter.

“Law” means anyfederal, state, local, national or supranational or foreign law (including common law), statute, ordinance, rule, regulation, order,code ruling, decree, arbitration award, agency requirement, license, permit, standard, binding guideline or policy, or other enforceablerequirements of any Governmental Authority, and as amended from time to time.

“Lien” means, withrespect to any property or asset (including any security), any lien, mortgage, pledge, encumbrance, security interest or deed of trust.

“OFAC” means theOffice of Foreign Assets Control.

“OwnedCompany Intellectual Property” means any and all Company Intellectual Property owned or purported to be owned by the Companyor its subsidiaries.

“Owned Parent IntellectualProperty” means any and all Parent Intellectual Property owned or purported to be owned by Parent or its subsidiaries.

“ParentAcquisition Proposal” means any proposal or offer from any person, persons or group relating to (a) any direct or indirectacquisition, purchase or license from Parent or its subsidiaries, in a single transaction or a series of transactions, of (i) 20%or more (based on the fair market value thereof, as determined by the Parent Board (or any committee thereof) in good faith) ofassets (including capital stock of Parent’s subsidiaries) of Parent and its subsidiaries, taken as a whole or (ii) 20% ormore of the outstanding Parent ADSs and Parent Ordinary Shares, taken as a whole, or (b) any tender offer or exchange offer that,if consummated, would result in any person, persons or group owning, directly or indirectly, 20% or more of the outstanding Parent ADSsand Parent Ordinary Shares, taken as a whole or (c) any merger, consolidation, business combination, recapitalization, liquidation,dissolution, binding share exchange, license or similar transaction to which Parent or its subsidiaries is a party pursuant to which(i) any person, persons or group (or the stockholders of any such person(s)) would own, directly or indirectly, 20% or more of thevoting securities of Parent or of the surviving entity in a merger involving Parent or the resulting direct or indirect parent of Parentor such surviving entity, or (ii) the owners of outstanding Parent ADSs and Parent Ordinary Shares, taken as a whole immediatelyprior to such transaction would own less than 50% of the voting securities of Parent or of the surviving entity in a merger involvingParent or the resulting direct or indirect parent of Parent or such surviving entity.

“Parent ADS” meansa Parent American Depositary Share representing six Parent Ordinary Shares.

“Parent Foreign Plan”means (i) any Parent Plan that is maintained, sponsored or contributed (or required to contribute) to primarily for the benefitof any current or former employee, officer, director or other service provider of Parent or any of its subsidiaries or with respect towhich Parent or any of its subsidiaries has or could have any liability, contingent or otherwise, who are or were providing servicesoutside the United States and (ii) any plan that would be a Parent Plan except for the fact that it is subject to any Law otherthan U.S. federal, state or local Law.

“Parent Inbound IP Agreement”means all agreements under which Parent or its subsidiaries has (i) been granted an exclusive license under any Intellectual Propertyfrom a third party (other than immaterial non-exclusive licenses of Intellectual Property granted in the ordinary course of business,including Contracts under which Parent or any of its subsidiaries receives a non-exclusive license from a service provider or consultantto use confidential information or background Intellectual Property of such service provider or consultant solely for the purpose ofexploiting deliverables provided by such service provider or consultant), (ii) acquired or agreed to acquire any Intellectual Propertyfrom a third party, or (iii) received any option or other right from a third party to obtain a license under or acquire any IntellectualProperty

“ParentIntervening Event” means a material event or circumstance not known to the Parent Board on the date of this Agreement, whichevent or circumstance becomes known to the Parent Board prior to the Effective Time; provided, however, that in no eventshall the following constitute a Parent Intervening Event: (a) a Parent Acquisition Proposal, (b) any material event or circumstancethat was known or reasonably foreseeable to the Parent Board as of the date hereof (or if known or reasonably foreseeable, the consequencesof which were not reasonably foreseeable) or (c) changes in the price of the Parent ADSs and/or Parent Ordinary Shares, in and ofitself.

“ParentIP Agreements” means all Parent Inbound IP Agreements and all agreements under which Parent or its subsidiaries has (i) grantedan exclusive or non-exclusive license or covenant not to sue, under any Intellectual Property to a third party (other than immaterialnon-exclusive licenses of Intellectual Property granted in the ordinary course of business, including Contracts under which the Companyprovides a limited, non-exclusive license to a service provider or consultant to use confidential information or Intellectual Propertyof the Company solely for the purpose of providing the applicable services to the Company or any of its subsidiaries thereunder), (ii) assignedor agreed to assign any Intellectual Property to a third party, (iii)  granted any third party an option or other right to obtainany such license, covenant not to sue, or assignment, or (iv) covenanted not to pursue patent protection with respect to any inventionor technology.

“Parent Material AdverseEffect” means any effect, event, occurrence, development or change that has a material adverse effect on the financial condition,assets, liabilities, business or results of operations of Parent; provided, however, that a Parent Material Adverse Effect shall notbe deemed to include effects, events, occurrences, developments or changes arising out of, relating to or resulting from: (A) changesor prospective changes generally affecting the economy, financial or securities markets or political, legislative or regulatory conditions,except and only to the extent such changes adversely affect Parent in a disproportionate manner relative to other participants in Parent’sindustry; (B) changes or prospective changes in Parent’s industry, except and only to the extent such changes adversely affectParent in a disproportionate manner relative to other participants in Parent’s industry; (C) any change or prospective changein Law or the interpretation thereof, except and only to the extent such changes adversely affect Parent in a disproportionate mannerrelative to other participants in Parent’s industry; (D) any change or prospective change in applicable accounting regulationsor principles, including GAAP, or the interpretation thereof; (E) acts of war, armed hostility, terrorism, volcanic eruptions, tsunamis,pandemics, earthquakes, floods, storms, hurricanes, tornadoes or other natural disasters, except and only to the extent such acts adverselyaffect Parent in a disproportionate manner relative to other participants in Parent’s industry; (F) the public announcementby Parent of its proposal to acquire the Company or the execution and delivery of this Agreement (except to the extent such effect, event,occurrence, development or change was the result of a breach of Section 4.4) or the announcement of the Merger, including the impactthereof on contractual or other relationships with suppliers, distributors, partners, employees, officers, directors, lenders, investors,patients, Governmental Authorities or other third parties, and any Stockholder Litigation; (G) any failure by Parent to meet anyinternal or published industry analyst projections or forecasts or estimates of revenues or earnings (it being understood and agreedthat the facts and circumstances giving rise to such failure may be deemed to constitute, and may be taken into account in determiningwhether there has been, a Parent Material Adverse Effect); (H) any change or prospective change in the price or trading volume ofthe Parent ADSs on Nasdaq (it being understood and agreed that the facts and circumstances giving rise to such change may be deemed toconstitute, and may be taken into account in determining whether there has been, a Parent Material Adverse Effect); (I) actionsor omissions or required by this Agreement, or the failure to take any action prohibited by this Agreement for which the Company hasunreasonably refused Parent’s written request to provide consent; (J) changes or prospective changes in Parent’s creditratings (it being understood and agreed that the facts and circumstances giving rise to such change may be deemed to constitute, andmay be taken into account in determining whether there has been, a Parent Material Adverse Effect); (K) changes or prospective changesin interest rates or foreign exchange rates; or (L) regulatory, preclinical or clinical, competitive, pricing, reimbursement ormanufacturing events, or any event, change, effect, occurrence, circumstance or development relating to or affecting any products orproduct candidates of Parent or any product or product candidate competitive with or related to any products or products candidates ofParent, including (i) any suspension, rejection, refusal of, request to refile or any delay in obtaining, making or maintainingany regulatory application, filing or approval relating to any products or product candidates of Parent, (ii) any regulatory actions,requests, recommendations, determinations or decisions of any Governmental Authority relating to any products or product candidates ofParent or any product or product candidate competitive with or related to any products or product candidates of Parent (or the manufactureor commercialization thereof), or any other regulatory or preclinical or clinical development relating to any products or product candidatesof Parent or any product or product candidate competitive with or related to any products or products candidates of Parent, (iii) anydelay, hold or termination of any preclinical or clinical study, trial or test with respect to any products or product candidate of Parentor any delay in launching commercial sales of any products or product candidates of Parent, (iv) any results, outcomes, data, adverseevents, side effects (including toxicity) or safety observations related to or arising from any preclinical or clinical studies, trialsor tests with respect to any products or product candidates of Parent or any product or product candidate competitive with or relatedto any products or product candidates of Parent, or announcements of any of the foregoing, (v) any adverse events affecting patientenrollment or failure to participate with respect to clinical trials for any products or product candidates of Parent, (vi) anyproduction or supply chain disruption affecting the manufacture of any products or product candidates of Parent, or (vii) any recommendations,statements, decisions or other pronouncements made, published or proposed by professional medical organizations, payors, GovernmentalAuthorities or representatives of any of the foregoing, or any panel or advisory body empowered or appointed thereby, relating to anyproduct or product candidates of Parent or any product or product candidate competitive with or related to any products or product candidatesof Parent, in each case not resulting from or arising out of any wrongdoing by Parent or any of its Affiliates or Parent Representatives.

“Parent Permitted Liens”means any (i) statutory Liens for Taxes, business improvement district charges, water and sewer charges, assessments and other lienableservices and other governmental charges and impositions not yet due or payable or that are being contested in good faith through appropriateproceedings, and in each case, for which adequate reserves have been established, in accordance with GAAP, on the consolidated financialstatements included in the most recent Parent SEC Documents, (ii) statutory Liens arising out of operation of Law, including carriers’,warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Liens incurred in the ordinary courseof business, (iii) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social securitylegislation, (iv) with respect to Parent Leased Real Property, (1) all matters, whether or not of record, that arise out ofthe actions of the Company or its agents, representatives or contractors, (2) all easements, covenants, rights-of-way, restrictionsand other encumbrances affecting any Parent Leased Real Property, (3) all Liens and other matters disclosed, or in any title commitment,report, listing or policy, or in any survey or survey update relating to the Parent Leased Real Property, in each case to the extentpublicly available or made available by Parent to the Company (including those relating to physical condition or variations in locationor dimension), and (4) any and all Laws affecting the Parent Leased Real Property (including any Laws relating to zoning, buildingand the use, occupancy, subdivision or improvement of the Parent Leased Real Property); provided that such matters described in clauses(1) through (4) do not prohibit or materially impair the current use and operation of the Parent Leased Real Property subjectthereto in the business of Parent, (v) statutory landlords’ Liens and Liens granted to landlords under any lease or sublease,(vi) licenses, options or other covenants of, or other contractual obligations with respect to, any Intellectual Property incurredin the ordinary course of business, (vii) any Liens created pursuant to or in connection with this Agreement or disclosed in theParent Disclosure Letter, (viii) Liens approved in writing by the Company and (ix) Liens that, individually or in the aggregate,do not materially impair the current use and operation of the assets to which they relate.

“Parent Plan” meanseach Employee Benefit Plan that is sponsored, maintained, or contributed (or required to be contributed) to by Parent or any of its subsidiariesfor the benefit of current or former employees, officers, directors or other service providers of Parent or any of its subsidiaries orwith respect to which Parent or any of its subsidiaries has any liability, contingent or otherwise, other than any plan, program, arrangement,agreement or policy mandated by applicable Laws.

“Parent Registered IntellectualProperty” means all Patents, Trademarks and registered Copyrights (i) that are owned or purported to be owned by Parent andits subsidiaries, (ii) that are exclusively licensed to Parent or its subsidiaries or (iii) that are non-exclusively licensedto Parent or its subsidiaries and for which Parent or its subsidiaries controls prosecution thereof.

“ParentSuperior Proposal” means a Parent Acquisition Proposal (with all percentages in the definition of Parent Acquisition Proposalchanged to 50%) made by any person on terms that the Parent Board (or any committee thereof) determines in good faith, after consultationwith Parent’s outside financial advisors and outside legal counsel, and considering such factors as the Parent Board (or any committeethereof) considers to be appropriate (including conditionality, timing, likelihood of consummation of such proposal and considerationper share), that is reasonably likely to be consummated in accordance with its terms, and, if consummated, would result in a transactionthat is more favorable to Parent Shareholders than the Merger (including taking into account any applicable Termination Fee of Parent).

“Patents”means patents, registrations, invention disclosures, and patent applications, including divisionals, provisionals, continuations,continuations-in-part, renewals, supplementary protection certificates, extensions, reissues and reexaminations thereof, and all patentsthat may issue on such applications.

“person” meansany individual, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership,joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association,organization, entity or Governmental Authority.

“Release” meansany spill, emission, discharge, leaking, pumping, injection, deposit, disposal, leaching or migration into or through the indoor or outdoorenvironment (including, without limitation, ambient air, surface water, groundwater and surface or subsurface strata).

“RestrictedMarket” means any of the Crimea, so-called Donetsk People’s Republic and so-called Luhansk People’s Republicregions of Ukraine, Cuba, Iran, North Korea and Syria.

“Restricted Party”means, to the extent applicable, any person that is the target of sanctions, including (a) any person listed in any sanctions-relatedlist of designated persons maintained by OFAC or the U.S. Department of State, the United Nations Security Council, the European Union,Her Majesty’s Treasury of the United Kingdom, the Federal Department of Finance of Switzerland or any other applicable GovernmentalAuthority or (b) any person located, organized or resident in a Restricted Market.

“Sarbanes-Oxley Act”means the Sarbanes-Oxley Act of 2002, including its rules and regulations.

“SEC” means theUnited States Securities and Exchange Commission.

“Securities Act”means the Securities Act of 1933, as amended.

“Software” meansany (a) computer programs, including all software implementations of algorithms, models and methodologies, whether in source codeor object code, (b) technical databases and compilations, including all technical data and collections of data, whether machinereadable or otherwise, including program files, data files, computer-related data, field and technical data definitions and relationships,data definition specifications, data models, program and system logic, interfaces, program modules, routines, sub-routines, algorithms,program architecture, design concepts, system designs, program structure, sequence and organization, screen displays and report layouts,(c) descriptions, flow charts and other work product used to design, plan, organize and develop any of the foregoing, screens, userinterfaces, report formats, firmware, development tools, templates, menus, buttons and icons and (d) all documentation includinguser manuals and other training documentation related to any of the foregoing, and any improvements, updates, upgrades or derivativeworks of any of the foregoing.

“subsidiary” ofany specified person means any other person of which such first person owns (either directly or indirectly through one or more othersubsidiaries) a majority of the outstanding equity securities or securities carrying a majority of the voting power in the election ofthe board of directors or other governing body of such person, and with respect to which entity such first person is not otherwise prohibitedcontractually or by other legally binding authority from exercising control.

“Tax” (including,with correlative meaning, the term “Taxes”) includes all federal, state, local and foreign income, profits, franchise, grossreceipts, environmental, customs duty, capital stock, severances, stamp, payroll, sales, employment, unemployment, disability, use, property,withholding, excise, production, value-added, occupancy and other taxes, governmental charges, duties, fees or assessments in the natureof, or similar to, tax, together with all interest, penalties and additions imposed with respect to such amounts and any interest inrespect of such penalties and additions.

“Tax Return” meansall returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns) required to besupplied to a Tax authority relating to Taxes.

“Tax Sharing Agreements”means all agreements binding a party or any of its subsidiaries that provide for the allocation, apportionment, sharing or assignmentof any Tax liability or benefit (excluding (i) any indemnification agreement or arrangement pertaining to the sale or lease of assetsor subsidiaries (ii) any indemnity, sharing or similar agreements or arrangements where the inclusion of a Tax indemnification orallocation provision is customary or incidental to an agreement the primary nature of which is not related to Taxes).

“Termination Fee”means an amount equal to $2,400,000.

“third party” meansany person, including as defined in Section 13(d) of the Exchange Act, other than Parent or any of its Affiliates or the Companyand any of its Affiliates, and the representatives of such person.

“third party IntellectualProperty” means Intellectual Property that is owned exclusively by one or more third parties.

“TradeSecrets” means trade secrets and any other confidential information, including ideas, research and development, know-how, formulationsof products, proprietary biologic and chemical materials, drawings, prototypes, models, designs, manufacturing, production andother processes and techniques, schematics, engineering, production and other designs, business methods, customer lists and supplierlists.

“Trademarks” meanstrademarks, service marks, corporate names, trade names, brand names, product names, logos, slogans, trade dress and other indicia ofsource or origin, any applications and registrations for any of the foregoing and all renewals and extensions thereof, and all goodwillassociated therewith and symbolized thereby.

“Treasury Regulations”means the regulations promulgated under the Code.

“VAT” means anyTax (i) imposed by the United Kingdom Value Added Tax Act 1994 or (ii) in compliance with the Council Directive of 28 November 2006on the common system of value added tax (EC Directive 2006/112) or (iii) of a similar nature, wheresoever imposed.

10.2            OtherDefinitional and Interpretative Provisions. The words “hereof”, “herein” and “hereunder” andwords of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.References to Sections, Annexes and Exhibits are to Sections, Annexes and Exhibits of this Agreement unless otherwise specified. Anysingular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “withoutlimitation”, whether or not they are in fact followed by those words or words of like import. References to any statute shall bedeemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. Referencesto “made available” (or similar words of import) in respect of information made available by the Company or Parent mean anyinformation made available to Parent or the Company, as applicable, and their respective Affiliates or Representatives, as applicable(including any information made available prior to the date hereof in the virtual data room maintained by the Company or Parent, as applicable,or in writing with respect to materials specifically references in the Company Disclosure Letter and the Parent Disclosure Letter). Referencesto any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance withthe terms hereof and thereof. References to any person include the successors and permitted assigns of that person. All references to “dollars” or “$” are to United States dollars and all references to “pounds” or "£"are to the United Kingdom’s pounds sterling. This Agreement is the product of negotiation by the parties having the assistanceof counsel and other advisors and, accordingly, it is the intention of the parties that this Agreement is not be construed more strictlywith regard to one party than with regard to the others.

[Remainder of Page Intentionally Left Blank]

INWITNESS WHEREOF, this Agreement and Plan of Merger has been executed on behalf of the parties as of the date first stated above.

[Signature Page to Agreement and Plan of Merger]

Exhibit A

Certificate of Incorporation

FOURTHamended and restated

CERTIFICATE OF INCORPORATION

OF

TCR²THERAPEUTICS INC.

Exhibit B

By-Laws

SECONDAmended and Restated

BY-LAWS OF

TCR² THERAPEUTICS INC.

ARTICLE IOFFICES

SECTION 1.1.REGISTERED OFFICE. The registered office of the corporation shall be established and maintained at the office of The CorporationTrust Company, 1209 Orange Street, Corporation Trust Center, Wilmington, Delaware 19801, and said corporation shall be the registeredagent of this corporation in charge thereof.

SECTION 1.2.OTHER OFFICES. The corporation may have other offices, either within or without the State of Delaware, at such place or placesas the board of directors of the corporation (the “Board of Directors”) may from time to time appoint or the business ofthe corporation may require.

ARTICLE IIMEETING OF STOCKHOLDERS

SECTION 2.1.PLACE OF MEETINGS. Meetings of the stockholders shall be held at such place, either within or without the State of Delaware, asthe Board of Directors shall determine. Rather than holding a meeting at any designated place, the Board of Directors may determine thata meeting shall be held solely by means of remote communications, which means shall meet the requirements of the Delaware General CorporationLaw (the "DGCL").

SECTION 2.2.ANNUAL MEETINGS. Annual meetings of stockholders for the election of directors and for such other business as may be stated inthe notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date asthe Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting.

If the date of the annual meeting shall fall upona legal holiday, the meeting shall be held on the next business day. At each annual meeting, the stockholders entitled to vote shallelect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.3.SPECIAL MEETINGS. Special meetings of the stockholders for any purpose or purposes may be called by the President, Secretary orthe Chairman of the Board of Directors, or by resolution of the directors. The business to be transacted at any special meeting shallbe limited to the purposes stated in the notice.

SECTION 2.4.REMOTE COMMUNICATIONS. The Board of Directors may permit the stockholders and their proxy holders to participate in meetings ofthe stockholders (whether such meetings are held at a designated place or solely by means of remote communication) using one or moremethods of remote communication that satisfy the requirements of the DGCL. The Board of Directors may adopt such guidelines and proceduresapplicable to participation in stockholders’ meetings by means of remote communication as it deems appropriate. Participation ina stockholders’ meeting by means of a method of remote communication permitted by the Board of Directors shall constitute presencein person at the meeting.

SECTION 2.5.VOTING. Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation and in accordance withthe provisions of these By-laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held bysuch stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. Upon thedemand of any stockholder, the vote for directors and the vote upon any question before the meeting, shall be by ballot. All electionsfor directors shall be decided by plurality vote; all questions shall be decided by majority vote except as otherwise provided by theCertificate of Incorporation or the laws of the State of Delaware.

A complete list of the stockholders entitled tovote at the ensuing election, arranged in alphabetical order, with the address of each, and the number of shares held by each, shallbe open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period ofat least ten days prior to the meeting, either on a reasonably accessible electronic network (provided that the information requiredto gain access to the list is provided with the notice of the meeting), at a place within the city where the meeting is to be held, whichplace shall be specified in the notice of the meeting, or at the place where the meeting is to be held. The list shall also be producedand kept at the meeting and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is entitledto be present. If the stockholders’ meeting is held solely by means of remote communications, the voting list shall be made availablefor inspection on a reasonably accessible electronic network for the entire duration of the meeting.

SECTION 2.6.QUORUM. Except as otherwise required by law, by the Certificate of Incorporation or by these By-laws, the presence, in personor by proxy, of stockholders holding shares constituting a majority of the voting power entitled to vote shall constitute a quorum atall meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitledto vote thereat, present in person or by proxy, shall have the power to adjourn the meeting from time to time, without notice other thanannouncement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting atwhich the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transactedat the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitledto vote at any adjournment or adjournments thereof.

SECTION 2.7.NOTICE OF MEETINGS. Written notice, stating the place, date and time of any stockholders’ meeting, and the general natureof the business to be considered, shall be given to each stockholder entitled to vote thereat not less than ten nor more than sixty daysbefore the date of the meeting. Without limiting the manner by which notice may otherwise be given, notice may be given by a form ofelectronic transmission that satisfies the requirements of the DGCL and has been consented to by the stockholder to whom notice is given.If mailed, notice shall be deemed given when deposited in the U.S. mail, postage prepaid, directed to the stockholder’s addressas it appears in the corporation’s records. No business other than that stated in the notice shall be transacted at any meetingwithout the unanimous consent of all the stockholders entitled to vote thereat. The notice shall state the means of remote communications,if any, by which stockholders and proxy holders may be deemed present in person and vote at the meeting.

SECTION 2.8.ACTION WITHOUT MEETING. Unless otherwise provided by the Certificate of Incorporation, any action required or permitted to betaken at any annual or special meeting of stockholders , or any action which may be taken at any annual or special meeting, may be takenwithout a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signedby the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take suchaction at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporateaction without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE IIIDIRECTORS

SECTION 3.1.NUMBER AND TERM. The Board of Directors shall consist of one or more members and shall be initially one (1) director. Ateach annual meeting, the stockholders shall determine the number of directors; provided, that between annual meetings the authorizednumber of directors may be increased or decreased by the stockholders. A director shall hold office until a successor is elected andqualified, or until the earlier death, resignation, disqualification, or removal of the director.

SECTION 3.2.RESIGNATIONS. Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing,and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary.The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.3.VACANCIES. If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office,though less than a quorum, by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpiredterm and until his successor shall be duly chosen. If the office of any director becomes vacant and there are no remaining directors,the stockholders, by the affirmative vote of the holders of shares constituting a majority of the voting power of the corporation, ata special meeting called for such purpose, may appoint any qualified person to fill such vacancy.

SECTION 3.4.REMOVAL. Except as hereinafter provided, any director or directors may be removed either for or without cause at any time by theaffirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, at a special meeting of thestockholders called for the purpose and the vacancies thus created may be filled, at the meeting held for the purpose of removal, bythe affirmative vote of a majority in interest of the stockholders entitled to vote.

Unless the Certificate of Incorporation otherwiseprovides, stockholders may effect removal of a director who is a member of a classified Board of Directors only for cause. If the Certificateof Incorporation provides for cumulative voting and if less than the entire Board of Directors is to be removed, no director may be removedwithout cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of theentire Board of Directors of directors, or if there be classes of directors, at an election of the class of directors of which he isa part.

If the holders of any class or series are entitledto elect one or more directors by the provisions of the Certificate of Incorporation, these provisions shall apply, in respect to theremoval without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or seriesand not to the vote of the outstanding shares as a whole.

SECTION 3.5.INCREASE OF NUMBER. The number of directors may be increased by amendment of these By-laws by the affirmative vote of a majorityof the directors, though less than a quorum, or, by the affirmative vote of a majority interest of the stockholders, at the annual meetingor at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold officeuntil the next annual election and until their successors are elected and qualify.

SECTION 3.6.POWERS. The Board of Directors shall exercise all of the powers of the corporation except such as are by law, or by the Certificateof Incorporation of the corporation or by these By-laws, conferred upon or reserved to the stockholders.

SECTION 3.7.COMMITTEES. The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors, designateone or more committees, each committee to consist of two or more directors of the corporation. The Board of Directors may designate oneor more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meetingand not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Boardof Directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided inthe resolution of the Board of Directors, or in these By-laws, shall have and may exercise all the powers and authority of the Boardof Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixedto all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificateof Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of allor substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporationor a revocation of a dissolution, or amending the By-laws of the corporation; and, unless the resolution, these By-laws, or the Certificateof Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize theissuance of stock.

SECTION 3.8.MEETINGS. Regular meetings of the directors may be held without notice at such places and times as shall be determined from timeto time by resolution of the directors.

Special meetings of the Board of Directors maybe called by the President or by the Secretary on the written request of any director, on at least one day notice to each director andshall be held at such place or places as may be determined by the directors, or shall be stated in the call of the meeting.

Unless otherwise restricted by the Certificateof Incorporation or by these By-laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participatein a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by meansof which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presencein person at the meeting.

SECTION 3.9.QUORUM. A majority of the directors shall constitute a quorum for the transaction of business. If at any meeting of the Boardof Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until aquorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.The vote of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directorsunless the Certificate of Incorporation of the corporation or these By-laws shall require the vote of a greater number.

SECTION 3.10.COMPENSATION. Directors shall not receive any stated salary for their services as directors or as members of committees, but byresolution of the Board of Directors a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing hereincontained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise,and receiving compensation therefor.

SECTION 3.11.ACTION WITHOUT MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committeethereof, may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the Board of Directors,or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directorsor committee.

ARTICLE IVOFFICERS

SECTION 4.1.OFFICERS. The officers of the corporation shall be a President and a Secretary, all of whom shall be elected by the Board of Directorsand who shall hold office until their successors are elected and qualified. In addition, the Board of Directors may elect a Chairman,one or more Vice-Presidents, a Treasurer, and such Assistant Secretaries and Assistant Treasurers as they may deem proper. None of theofficers of the corporation need be directors. The officers shall be elected at the first meeting of the Board of Directors after eachannual meeting. Two or more offices may be held by the same person.

SECTION 4.2.OTHER OFFICERS AND AGENTS. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shallhold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time bythe Board of Directors.

SECTION 4.3.REMOVAL OF OFFICERS. Any officer may be removed from office at any time, with or without cause, by the Board of Directors.

SECTION 4.4.COMPENSATION. Officers shall receive such amounts and types of compensation for their services as shall be fixed by the Boardof Directors.

SECTION 4.5.POWERS. Unless otherwise specified by the Board of Directors, each officer shall have those powers and shall perform those dutiesthat are (i) set forth in these By-laws (if any are so set forth), (ii) set forth in the resolution of the Board of Directorselecting that officer or any subsequent resolution of the Board of Directors with respect to that officer’s duties or (iii) commonlyincident to the office held.

SECTION 4.6.CHAIRMAN. The Chairman of the Board of Directors, if one be elected, shall preside at all meetings of the Board of Directors andhe shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 4.7.PRESIDENT. The President shall be the chief executive officer of the corporation and shall have the general powers and dutiesof supervision and management usually vested in the office of President of a corporation. He shall preside at all meetings of the stockholdersif present thereat, and in the absence or nonelection of the Chairman of the Board of Directors, at all meetings of the Board of Directors,and shall have general supervision, direction and control of the business of the corporation. Except as the Board of Directors shallauthorize the execution thereof in some other manner, he shall execute bonds, mortgages and other contracts on behalf of the corporation,and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signatureof the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 4.8.VICE-PRESIDENT. Each Vice-President shall have such powers and shall perform such duties as shall be assigned to him by the directors.

SECTION 4.9.SECRETARY. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all othernotices required by law or by these By-laws, and in case of his absence or refusal or neglect so to do, any such notice may be givenby any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is calledas provided in these By-laws. He shall record all the proceedings of the meetings of the corporation and of the directors in a book tobe kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the President. He shall havethe custody of the seal of the corporation and shall affix the same to all instruments requiring it, when authorized by the directorsor the President, and attest the same.

SECTION 4.10.TREASURER. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accountof receipts and disbursements in books belonging to the corporation. He shall deposit all moneys and other valuables in the name andto the credit of the corporation in such depositaries as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of thecorporation as may be ordered by the Board of Directors, or the President, taking proper vouchers for such disbursements. He shall renderto the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an accountof all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, he shallgive the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board of Directors shallprescribe.

SECTION 4.11.ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shallhave such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

ARTICLE VMISCELLANEOUS

SECTION 5.1.CERTIFICATES OF STOCK. Certificate of stock, signed by the President, Vice-President, Treasurer, Assistant Treasurer, Secretaryor Assistant Secretary, may be issued or remain uncertificated. Any of or all the signatures may be facsimiles. The corporation shallmaintain a stock register in the form attached as Exhibit A.

SECTION 5.2.LOST CERTIFICATES. A new certificate of stock may be issued in the place of any certificate theretofore issued by the corporation,alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate,or such owner’s legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double thevalue of the stock, to indemnify the corporation against any claim that may be made against it on account of the alleged loss of anysuch certificate, or the issuance of any such new certificate.

SECTION 5.3.TRANSFER OF SHARES. The shares of stock of the corporation shall be transferable only upon its books by the holders thereof inperson or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrenderedto the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other personas the directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued. A record shall be madeof each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entryof the transfer.

SECTION 5.4.STOCKHOLDERS RECORD DATE. In order that the corporation may determine the stockholders entitled to notice of or to vote at anymeeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitledto receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect ofany change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance,a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days priorto any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall applyto any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5.5.DIVIDENDS. Subject to the provisions of the Certificate of Incorporation, the Board of Directors may, out of funds legally availabletherefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient.Before declaring any dividend there may be set apart out of any funds of the corporation available for dividends, such sum or sums asthe directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or forequalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the company.

SECTION 5.6.NO CORPORATE SEAL. There shall be no corporate seal.

SECTION 5.7.FISCAL YEAR. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

SECTION 5.8.CHECKS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the nameof the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as shall be determinedfrom time to time by resolutions of the Board of Directors.

SECTION 5.9.NOTICE AND WAIVER OF NOTICE. Whenever any notice is required by these By-laws to be given, personal notice is not meant unlessexpressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United Statesmail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and suchnotice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receivenotice of any meetings except as otherwise provided by law.

Whenever any notice whatever is required to begiven under the provisions of any law, or under the provisions of the Certificate of Incorporation of the corporation or these By-laws,a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein,shall be deemed equivalent thereto.

ARTICLE VIINDEMNIFICATION AND INSURANCE

SECTION 6.1.Indemnification of DIRECTORS AND OFFICERS. Subject to the operation of Section 6.3of this Article VI of these By-laws, each director and officer shall be indemnified and held harmless by the corporation to thefullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only tothe extent that such amendment permits the corporation to provide broader indemnification rights than such law permitted the corporationto provide prior to such amendment), and to the extent authorized in this Section 6.1.

(a)            Actions,Suits and Proceedings Other than By or In the Right of the Corporation. Each director and officer shall be indemnified and held harmlessby the corporation against any and all expenses and liabilities that are incurred or paid by such director or officer or on such director’sor officer’s behalf in connection with any proceeding or any claim, issue or matter therein (other than an action by or in theright of the corporation), which such director or officer is, or is threatened to be made, a party to or participant in by reason ofsuch director’s or officer’s corporate status, if such director or officer acted in good faith and in a manner such directoror officer reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal proceeding,had no reasonable cause to believe his or her conduct was unlawful.

(b)            Actions,Suits and Proceedings By or In the Right of the Corporation. Each director and officer shall be indemnified and held harmless bythe corporation against any and all expenses that are incurred by such director or officer or on such director’s or officer’sbehalf in connection with any proceeding or any claim, issue or matter therein by or in the right of the corporation, which such directoror officer is, or is threatened to be made, a party to or participant in by reason of such director’s or officer’s corporatestatus, if such director or officer acted in good faith and in a manner such director or officer reasonably believed to be in or notopposed to the best interests of the corporation; provided, however, that no indemnification shall be made under this Section 6.1(b) inrespect of any claim, issue or matter as to which such director or officer shall have been finally adjudged by a court of competent jurisdictionto be liable to the corporation, unless, and only to the extent that, the court in which such proceeding was brought shall determineupon application that, despite adjudication of liability, but in view of all the circumstances of the case, such director or officeris fairly and reasonably entitled to indemnification for such expenses that such court deems proper.

(c)            Survivalof Rights. The rights of indemnification provided by this Section 6 shall continue as to a director or officer after he or shehas ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives.

(d)            Actionsby Directors or Officers. Notwithstanding the foregoing, the corporation shall indemnify any director or officer seeking indemnificationin connection with a proceeding initiated by such director or officer only if such proceeding (including any parts of such proceedingnot initiated by such director or officer) was authorized in advance by the Board of Directors of the corporation, unless such proceedingwas brought to enforce such officer’s or director’s rights to indemnification or, in the case of directors, advancement ofexpenses under these By-laws in accordance with the provisions set forth herein.

SECTION 6.2.Indemnification of Non-Officer EMPLOYEES. Subject to the operation of Section 6.3of this Article VI of these By-laws, each non-officer employee may, in the discretion of the Board of Directors of the corporation,be indemnified by the corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, againstany or all expenses and liabilities that are incurred by such non-officer employee or on such non-officer employee’s behalf inconnection with any threatened, pending or completed proceeding, or any claim, issue or matter therein, which such non-officer employeeis, or is threatened to be made, a party to or participant in by reason of such non-officer employee’s corporate status, if suchnon-officer employee acted in good faith and in a manner such non-officer employee reasonably believed to be in or not opposed to thebest interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conductwas unlawful. The rights of indemnification provided by this Section 6.2 shall exist as to a non-officer employee after he or shehas ceased to be a non-officer employee and shall inure to the benefit of his or her heirs, personal representatives, executors and administrators.Notwithstanding the foregoing, the corporation may indemnify any non-officer employee seeking indemnification in connection with a proceedinginitiated by such non-officer employee only if such proceeding was authorized in advance by the Board of Directors of the corporation.

SECTION 6.3.Determination. Unless ordered by a court, no indemnification shall be providedpursuant to this Article VI to a director, to an officer or to a non-officer employee unless a determination shall have been madethat such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests ofthe corporation and, with respect to any criminal proceeding, such person had no reasonable cause to believe his or her conduct was unlawful.Such determination shall be made by (a) a majority vote of the disinterested directors, even though less than a quorum of the Boardof Directors, (b) a committee comprised of disinterested directors, such committee having been designated by a majority vote ofthe disinterested directors (even though less than a quorum), (c) if there are no such disinterested directors, or if a majorityof disinterested directors so directs, by independent legal counsel in a written opinion, or (d) by the stockholders of the corporation.

SECTION 6.4.Advancement of Expenses to Directors Prior to Final Disposition.

(a)            Thecorporation shall advance all expenses incurred by or on behalf of any director in connection with any proceeding in which such directoris involved by reason of such director’s corporate status within thirty (30) days after the receipt by the corporation of a writtenstatement from such director requesting such advance or advances from time to time, whether prior to or after final disposition of suchproceeding. Such statement or statements shall reasonably evidence the expenses incurred by such director and shall be preceded or accompaniedby an undertaking by or on behalf of such director to repay any expenses so advanced if it shall ultimately be determined that such directoris not entitled to be indemnified against such expenses. Notwithstanding the foregoing, the corporation shall advance all expenses incurredby or on behalf of any director seeking advancement of expenses hereunder in connection with a proceeding initiated by such directoronly if such proceeding (including any parts of such proceeding not initiated by such director) was (i) authorized by the Boardof Directors of the corporation, or (ii) brought to enforce such director’s rights to indemnification or advancement of expensesunder these By-laws.

(b)            Ifa claim for advancement of expenses hereunder by a director is not paid in full by the corporation within thirty (30) days after receiptby the corporation of documentation of expenses and the required undertaking, such director may at any time thereafter bring suit againstthe corporation to recover the unpaid amount of the claim and if successful in whole or in part, such director shall also be entitledto be paid the expenses of prosecuting such claim. The failure of the corporation (including its Board of Directors or any committeethereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such advancement of expensesunder this Article VI shall not be a defense to an action brought by a director for recovery of the unpaid amount of an advancementclaim and shall not create a presumption that such advancement is not permissible. The burden of proving that a director is not entitledto an advancement of expenses shall be on the corporation.

(c)            Inany suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the corporation shallbe entitled to recover such expenses upon a final adjudication that the director has not met any applicable standard for indemnificationset forth in the DGCL.

SECTION 6.5.Advancement of Expenses to Officers and Non-Officer Employees Prior to Final Disposition.

(a)            Thecorporation may, at the discretion of the Board of Directors of the corporation, advance any or all expenses incurred by or on behalfof any officer or any non-officer employee in connection with any proceeding in which such person is involved by reason of his or hercorporate status as an officer or non-officer employee upon the receipt by the corporation of a statement or statements from such officeror non-officer employee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding.Such statement or statements shall reasonably evidence the expenses incurred by such officer or non-officer employee and shall be precededor accompanied by an undertaking by or on behalf of such person to repay any expenses so advanced if it shall ultimately be determinedthat such officer or non-officer employee is not entitled to be indemnified against such expenses.

(b)            Inany suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the corporation shallbe entitled to recover such expenses upon a final adjudication that the officer or non-officer employee has not met any applicable standardfor indemnification set forth in the DGCL.

SECTION 6.6.ENFORCEMENT. Without the necessity of entering into an express contract, all rights to indemnification and advances to directorsand officers under this By-law shall be deemed to be contractual rights and be effective to the same extent and as if provided for ina contract between the corporation and the director or officer. Any right to indemnification or advances granted by this Article VIto a director or officer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdictionif (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is madewithin ninety (90) days of request therefor. To the fullest extent permitted by law, the claimant in such enforcement action, if successfulin whole or in part, shall be entitled to be paid also the expense of prosecuting the claim. In connection with any claim for indemnification,the corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standards of conduct thatmake it permissible under the DGCL or any other applicable law for the corporation to indemnify the claimant for the amount claimed.In connection with any claim by an officer of the corporation (except in any action, suit or proceeding, whether civil, criminal, administrativeor investigative, by reason of the fact that such executive officer is or was a director of the corporation) for advances, the corporationshall be entitled to raise a defense as to any such action clear and convincing evidence that such person acted in bad faith or in amanner that such person did not believe to be in or not opposed to the best interests of the corporation, or with respect to any criminalaction or proceeding that such person acted without reasonable cause to believe that his conduct was lawful. Neither the failure of thecorporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to thecommencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standardof conduct set forth in the DGCL or any other applicable law, nor an actual determination by the corporation (including its Board ofDirectors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall bea defense to the action or create a presumption that claimant has not met the applicable standard of conduct. In any suit brought bya director or officer to enforce a right to indemnification or to an advancement of expenses hereunder, the burden of proving that thedirector or officer is not entitled to be indemnified, or to such advancement of expenses, under this Article VI or otherwise shallbe on the corporation.

SECTION 6.7.NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any person by this By-law shall not be exclusive of any other right which suchperson may have or hereafter acquire under any applicable statute, provision of the Certificate of Incorporation, By-laws, agreement,vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in anothercapacity while holding office. The corporation is specifically authorized to enter into individual contracts with any or all of its directors,officers, non-officer employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the DGCL,or by any other applicable law.

SECTION 6.8.SURVIVAL OF RIGHTS. The rights conferred on any person by this By-law shall continue as to a person who has ceased to be a director,officer, non-officer employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 6.9.INSURANCE. To the fullest extent permitted by the DGCL or any other applicable law, the corporation, upon approval by the Boardof Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Article VI.

SECTION 6.10.AMENDMENTS. Any repeal or modification of this Article VI shall only be prospective and shall not affect the rights underthis By-law in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding againstany agent of the corporation.

SECTION 6.11.SAVING CLAUSE. If this By-law or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction,then the corporation shall nevertheless indemnify each director and officer to the full extent not prohibited by any applicable portionof this Article VI that shall not have been invalidated, or by any other applicable law. If this Article VI shall be invaliddue to the application of the indemnification provisions of another jurisdiction, then the corporation shall indemnify each directorand officer to the full extent under any other applicable law.

SECTION 6.12.CERTAIN DEFINITIONS. For the purposes of this Article VI, the following definitions shall apply:

(a)            Theterm the “corporation” shall include, in addition to the resulting corporation, any constituent corporation (including anyconstituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had powerand authority to indemnify its directors, officers, and non-officer employees or agents, so that any person who is or was a director,officer, non-officer employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporationas a director, officer, non-officer employee or agent of another corporation, partnership, joint venture, trust or other enterprise,shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporationas he would have with respect to such constituent corporation if its separate existence had continued.

(b)            Referencesto a “director,” “executive officer,” “officer,” “non-officer employee,” or “agent”of the corporation shall include, without limitation, situations where such person is serving or has served at the request of thecorporation as, respectively, a director, executive officer, officer, non-officer employee, trustee or agent of another corporation,partnership, joint venture, trust or other enterprise. Notwithstanding the foregoing, references to a “director,” “executiveofficer,” “officer,” “non-officer employee,” or “agent” of the corporation shall not includea person who is serving or has served as a director, executive officer, officer, non-officer employee, trustee or agent of a constituentcorporation absorbed in a merger or consolidation transaction with the corporation with respect to such person’s activities priorto said transaction, unless specifically authorized by the Board of Directors or the stockholders of the corporation;

(c)            Referencesto “disinterested director” means, with respect to each proceeding in respect of which indemnification is sought hereunder,a director of the corporation who is not and was not a party to such proceeding.

(d)            Theterm “expenses” means all attorneys’ fees, retainers, court costs, transcript costs, fees of expert witnesses, privateinvestigators and professional advisors (including, without limitation, accountants and investment bankers), travel expenses, duplicatingcosts, printing and binding costs, costs of preparation of demonstrative evidence and other courtroom presentation aids and devices,costs incurred in connection with document review, organization, imaging and computerization, telephone charges, postage, delivery servicefees, and all other disbursements, costs or expenses of the type customarily incurred in connection with prosecuting, defending, preparingto prosecute or defend, investigating, being or preparing to be a witness in, settling or otherwise participating in, a proceeding.

(e)            Referencesto “liabilities” means judgments, damages, liabilities, losses, penalties, excise taxes, fines and amounts paid in settlement.

(f)            Referencesto “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxesassessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation”shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves servicesby, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a personwho acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employeebenefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referredto in this Article VI.

(g)            Theterm “proceeding” means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism,inquiry, investigation, administrative hearing or other proceeding, whether civil, criminal, administrative, arbitrative or investigative.

(h)            Referencesto “electronic transmission” shall mean a form of communication not directly involving the physical transmission of paperthat satisfies the requirements with respect to such communications contained in the DGCL.

ARTICLE VIIAMENDMENTS

These By-laws may be altered or repealed and By-lawsmay be made at any annual meeting of the stockholders or at any special meeting thereof if notice of the proposed alteration or repealor By-law or By-laws to be made be contained in the notice of such special meeting, by the affirmative vote of a majority of the stockissued and outstanding and entitled to vote thereat, or by the affirmative vote of a majority of the Board of Directors, at any regularmeeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice of the proposed alteration or repeal,or By-law or By-laws to be made, be contained in the notice of such special meeting.

Approved: [•], 2023