Common use of Withdrawal Right Clause in Contracts

Withdrawal Right. (a) The Foundation’s rights described and defined in this Section 8 will be triggered only as a result of a Charitability Default and will only be exercisable following the conversion of a Note. For the avoidance of doubt, the Withdrawal Right will not be triggered by a Safety Decision or the inability, for technical or scientific reasons, to carry out the Original Scope of Work, Amended Scope of Work or successfully develop a product, so long as the Company has not breached its Global Access Commitments or any other obligations under this Agreement. (b) Each Party will notify the other promptly upon becoming aware of any Charitability Default, and the Company shall thereafter provide to the Foundation a proposed strategy to remedy the Charitability Default. If the Company fails to cure the Charitability Default within [***] of the date of notification by either Party to the other of the Charitability Default and if and to the extent that the Foundation holds any Equity Securities, the Foundation shall be entitled to elect to sell all of such Equity Securities by notice in writing to the Company (the “Withdrawal Notice” and any such entitlement to elect being the “Withdrawal Right”). On receipt of notice from the Foundation, the Company shall either buy back all of the Equity Securities held by the Foundation, provided that such buyback shall be made only to the extent permitted by applicable law and the Constitutional Documents, or locate a third party that will purchase the Equity Securities. For the avoidance of doubt if the Company fails to effect the Withdrawal Right as a result of a failure to obtain necessary shareholder approvals, such failure will constitute a breach of this Agreement. (c) If the Company is unable to buy back all of the Equity Securities, and no third party purchases the Equity Securities within [***] of the Withdrawal Notice, then the Company shall use best efforts to effect the Withdrawal Right, consistent with the Code and applicable law, as soon as practicable thereafter. (d) During the period when the Company is unable to exercise its obligation to buy back or find a purchaser of the Equity Securities, the Company shall not pay dividends, make any distributions or undertake any return of capital without the Foundation’s prior written consent except for: (i) repurchases of shares from current and former employees, officers, directors, consultants or other persons who performed services for the Company or any Affiliate in connection with the cessation of such employment or service at the lower of the original purchase price or the then-current fair market value thereof. (e) For the buy back or purchase by a third party pursuant to Section 8(b), Equity Securities shall be valued at the greater of: (i) the original purchase price attributable to such shares plus a [***] compounding interest rate per annum until the date of the completion of the share buyback or third-party sale, as applicable; or (ii) the then current fair market value as determined by a mutually agreed upon (such agreement not to be unreasonably withheld) independent third-party appraiser. (f) Subject to Section 8(g), if the Equity Securities are sold or bought back due to a Charitability Default, the Foundation will have a look back right by which, in the event that, during the period of one (1) year from the date on which the Equity Securities are sold or bought back, the Company consummates a Change in Control or an admission to trading of the shares of the Company to a Recognised Investment Exchange (as defined in the Financial Services and Markets Act 2000) or to the New York Stock Exchange or NASDAQ (“Public Offering”), representing a per share valuation for the Company in excess of one hundred and fifty percent (150%) of the valuation used for the sale or buy back of the Equity Securities, then the Foundation will receive from the Company a payment equal to the excess of what it would have received in such transaction if it still held the Equity Securities at the time of such Change in Control or Public Offering over what the Foundation actually received in the sale or buy back of the Equity Securities. (g) The provisions of Section 8(f) shall not apply in the event that a Change in Control occurs as a result of the acceptance by the shareholders of the Company (by way of takeover offer, scheme of arrangement or otherwise) of an offer for the entire issued share capital of the Company in circumstances in which such offer was not, at the time it was made to shareholders, recommended by the board of directors of the Company. (h) In the event that the Foundation exercises its Withdrawal Right, the Foundation’s rights under the Global Access Commitments pursuant to this Agreement and in relation to all Global Health Programs (as such terms are defined in this Agreement) will survive. (i) If prior to the exercise of the Withdrawal Right the Foundation transfers the Equity Securities to a third party other than as permitted by Section 11(a), the Withdrawal Right will no longer apply to such transferred Equity Securities unless otherwise agreed in writing by the Company and the Foundation.

Withdrawal Right. (a) The Foundation’s rights withdrawal right described and defined in this Section 8 section will be triggered only as a result of actions taken by the Company that are inconsistent with restrictions herein on the use of funds from the Foundation Investment or related U.S. tax obligations, including without limitation the requirements set forth in Sections 5 and 8 below, or are in material breach of the Global Access Commitments (a Charitability Default and “Material Breach”) provided that for the avoidance of doubt the parties agree that a breach of the Global Access Commitments that could reasonably result in the Foundation Investment failing to qualify as a “program related investment” under the Code will only be exercisable following constitute a material breach of the conversion of a NoteGlobal Access Requirements. For the avoidance of doubt, the Withdrawal Right withdrawal right will not be triggered by a Safety Decision or the inability, for technical or scientific reasons, to carry out the Original Scope of Work, Amended Scope of Work or successfully develop a productvaccines and other products for Foundation Priority Areas, so long as the Company has not materially breached its Global Access Commitments or any other obligations under this Letter Agreement. . In the event the Company fails to comply with the restrictions on the use of funds from the Foundation Investment, or the other related U.S. tax obligations set forth herein or is in Material Breach (b) a “Charitability Default”), the Foundation will have the rights set forth below (the “Withdrawal Right”). Each Party will party agrees to promptly notify the other promptly upon becoming aware party in writing of any Charitability Default, the occurrence of such event and the Company shall thereafter provide to the Foundation a proposed strategy to remedy the Charitability Default. If the Company fails to cure the Charitability Default within [***] days of receipt of the date of notification by either Party to the other of the Charitability Default and if and to the extent that the Foundation holds any Equity Securities, the Foundation shall be entitled to elect to sell all of such Equity Securities by notice in writing to the Company (the “Withdrawal Notice” and any such entitlement to elect being the “Withdrawal Right”). On receipt of notice from the Foundationabove described notice, the Company shall either buy back have the obligation to (i) redeem all of the Equity Securities Series A Preferred Stock held by the FoundationFoundation or any Common Stock held by the Foundation issued upon conversion of the Series A Preferred Stock (collectively, the “Foundation Stock”), provided that such buyback redemption shall be made only to the extent permitted by applicable law and not to the Constitutional Documentsextent that it renders the Company insolvent or causes the Company to be in material breach of a third party financial covenant or contractual obligation, or (ii) locate a third party that will purchase the Equity SecuritiesFoundation Stock. For the avoidance of doubt if the Company fails to effect the Withdrawal Right as a result of a failure to obtain necessary shareholder approvals, such failure will constitute a breach of this Agreement. (c) If the Company is unable to buy back redeem all of the Equity SecuritiesFoundation Stock, and no third party purchases the Equity Securities within [***] of the Withdrawal NoticeFoundation Stock, then the Company shall use its best efforts to effect the Withdrawal Right, consistent with the Code and applicable law, as soon as practicable thereafter. (d) practicable. During the period when the Company is unable to exercise its obligation to buy back redeem or find a purchaser of the Equity SecuritiesFoundation Stock, the Company shall not pay dividendsdividends on any of its capital stock, make redeem the capital stock of any distributions or undertake any return other stockholder of capital without the Foundation’s prior written consent except for: (i) repurchases of shares from current and former employees, officers, directors, consultants or other persons who performed services for the Company or otherwise make any Affiliate in connection with the cessation of such employment or service at the lower other distribution to any other stockholder of the original purchase price Company. Upon the transfer of any Foundation Stock to any one or more transferees that are tax-exempt organizations as described in Section 501(c)(3) of the then-current fair market value thereof. (e) Code, the Foundation may assign to any such transferee all of its rights attached to such Foundation Stock. For the buy back redemption or purchase by a third party pursuant to Section 8(b)party, Equity Securities Foundation Stock shall be valued at the greater of: (i) the original purchase price attributable to such shares plus a [***] compounding interest rate per annum until the date of the completion Original Purchase Price or the fair market value thereof as determined in good faith by the Board of Directors of the share buyback or third-party saleCompany. If the Foundation disagrees with such Board determination, as applicable; or (ii) it may seek an independent appraisal, in which case the then current fair market value as of the Foundation Stock shall be determined by a mutually agreed upon (such agreement not to be unreasonably withheld) independent third-party appraiser. (f) Subject to Section 8(g), if . The Foundation shall be responsible for the Equity Securities payment of the appraisal fees. If the Foundation’s shares are sold or bought back redeemed due to a Charitability Default, commencing upon the date of such sale or redemption, the Foundation or a Foundation Affiliate will have a twelve (12) month look back right by which, in the event that, during the period of one (1i) year from the date on which the Equity Securities are sold a sale of all or bought back, the Company consummates a Change in Control or an admission to trading substantially all of the shares of the Company to Company, or a Recognised Investment Exchange sale of all or substantially all of its assets (as defined “Sale Transaction”), that results in cash proceeds, or (ii) upon the Financial Services and Markets Act 2000) or to the New York Stock Exchange or NASDAQ closing of a firmly underwritten public offering (“Public Offering”) of shares of Common Stock of the Company pursuant to a registration statement under the Securities Act of 1933, as amended (“Securities Act”), representing a per share valuation for the Company in excess of one hundred and fifty percent (150%) 200% of the valuation used for the sale or buy back redemption of the Equity SecuritiesFoundation Stock from the Foundation, then the Foundation will receive from the Company a payment compensation equal to the excess of what it would have received in such transaction if it still held the Equity Securities Foundation Stock at the time of such Change in Control Sale Transaction or Public Offering over what the Foundation it actually received in the sale or buy back redemption of the Equity SecuritiesFoundation Stock had the Charitability Default not occurred. (g) The provisions of Section 8(f) shall not apply in the event that a Change in Control occurs as a result of the acceptance by the shareholders of the Company (by way of takeover offer, scheme of arrangement or otherwise) of an offer for the entire issued share capital of the Company in circumstances in which such offer was not, at the time it was made to shareholders, recommended by the board of directors of the Company. (h) In the event that the Foundation exercises its Withdrawal Right, the Foundation’s rights under the Global Access Commitments pursuant to this Agreement and in relation to all Global Health Programs (as such terms are defined in this Agreement) will survive. (i) If prior to the exercise of the Withdrawal Right the Foundation transfers the Equity Securities to a third party other than as permitted by Section 11(a), the Withdrawal Right will no longer apply to such transferred Equity Securities unless otherwise agreed in writing by the Company and the Foundation.

Withdrawal Right. (a) The Foundation’s rights described and defined in this Section 8 will be triggered only as a result of a Charitability Default and will only be exercisable following the conversion of a Note. For the avoidance of doubt, the Withdrawal Right will not be triggered by a Safety Decision or the inability, for technical or scientific reasons, to carry out the Original Scope of Work, Amended Scope of Work or successfully develop a product, so long as If the Company has not breached its Global Access Commitments or any other obligations under this Agreement. (b) Each Party will notify the other promptly upon becoming aware of any Charitability Default, and undertakes a Qualifying Financing the Company shall thereafter provide use all reasonable endeavours to procure that the shareholders of the Company: (i) approve any amendments to the Foundation a proposed strategy to remedy the Charitability Default. If Constitutional Documents that are reasonably required in order for the Company fails to cure comply with the Charitability Default within [***] Withdrawal Right, and (ii) waive any and all pre-emption and other rights which could prevent the Company complying with the terms of the date of notification by either Party Withdrawal Right, and (iii) agree to provide, as and when required, any and all consents which are required in order for the other Company to comply with the terms of the Charitability Default and if and to the extent that the Foundation holds any Equity Securities, the Foundation shall be entitled to elect to sell all of such Equity Securities by notice in writing to the Company (the “Withdrawal Notice” and any such entitlement to elect being the “Withdrawal Right”). On receipt of notice from the Foundation, the Company shall either buy back including any and all of the Equity Securities held by the Foundation, provided that such buyback shall be made only to the extent permitted consents which are required by applicable law and the Constitutional Documents, or locate a third party that will purchase the Equity Securities. For the avoidance of doubt if the Company fails Documents to effect the Withdrawal Right as a result of a failure to obtain necessary shareholder approvals, such failure will constitute a breach of this Agreementshare buyback. (cb) If the Purchaser serves written notice on the Company is unable pursuant to buy back all Section 3.3 (Voluntary Conversion after Twelve Months) or Section 3.5 (Voluntary Conversion on Non-Qualifying Financing) of the Equity SecuritiesNote or in the event of a conversion pursuant to Section 3.2 (Automatic Conversion in the Event of an Exit or Change of Control) of the Note, the Company shall use all reasonable endeavours to procure that the shareholders of the Company: (i) waive any and no third party purchases all pre-emption and other rights which could prevent the Equity Securities within Company complying with the terms CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***] ], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. of the Withdrawal Notice, then the Company shall use best efforts to effect the Withdrawal Right, consistent with the Code and applicable law(ii) agree to provide, as soon as practicable thereafter. (d) During the period and when the Company is unable to exercise its obligation to buy back or find a purchaser of the Equity Securitiesrequired, the Company shall not pay dividends, make any distributions or undertake any return of capital without the Foundation’s prior written consent except for: (i) repurchases of shares from current and former employees, officers, directors, consultants or other persons who performed services all consents which are required in order for the Company or any Affiliate in connection to comply with the cessation of such employment or service at the lower terms of the original purchase price or the then-current fair market value thereof. (e) For the buy back or purchase by a third party pursuant to Section 8(b), Equity Securities shall be valued at the greater of: (i) the original purchase price attributable to such shares plus a [***] compounding interest rate per annum until the date of the completion of the share buyback or third-party sale, as applicable; or (ii) the then current fair market value as determined by a mutually agreed upon (such agreement not to be unreasonably withheld) independent third-party appraiser. (f) Subject to Section 8(g), if the Equity Securities are sold or bought back due to a Charitability Default, the Foundation will have a look back right by which, in the event that, during the period of one (1) year from the date on which the Equity Securities are sold or bought back, the Company consummates a Change in Control or an admission to trading of the shares of the Company to a Recognised Investment Exchange (as defined in the Financial Services and Markets Act 2000) or to the New York Stock Exchange or NASDAQ (“Public Offering”), representing a per share valuation for the Company in excess of one hundred and fifty percent (150%) of the valuation used for the sale or buy back of the Equity Securities, then the Foundation will receive from the Company a payment equal to the excess of what it would have received in such transaction if it still held the Equity Securities at the time of such Change in Control or Public Offering over what the Foundation actually received in the sale or buy back of the Equity Securities. (g) The provisions of Section 8(f) shall not apply in the event that a Change in Control occurs as a result of the acceptance by the shareholders of the Company (by way of takeover offer, scheme of arrangement or otherwise) of an offer for the entire issued share capital of the Company in circumstances in which such offer was not, at the time it was made to shareholders, recommended by the board of directors of the Company. (h) In the event that the Foundation exercises its Withdrawal Right, including any and all consents which are required by applicable law and the Foundation’s rights under the Global Access Commitments pursuant Constitutional Documents to this Agreement and effect a share buyback, in relation to all Global Health Programs (as such terms are defined in this Agreement) will survive. (i) If each case prior to the exercise conversion of the Withdrawal Right the Foundation transfers the Equity Securities to a third party other than as permitted by Section 11(a), the Withdrawal Right will no longer apply to such transferred Equity Securities unless otherwise agreed in writing by the Company and the FoundationNote.

Withdrawal Right. (a) The Foundation’s rights Withdrawal Right described and defined in this Section 8 6 will be triggered only as a result of a Charitability Default and will only be exercisable following the conversion of a NoteDefault. For the avoidance of doubt, the Withdrawal Right and the Charitability Default will not be triggered by a Safety Decision or the inability, for technical or scientific reasons, to carry out the Original Scope of Work, Amended Scope of Work or successfully develop a product[***], so long as the Company has not breached its Global Access Commitments or any other obligations under this Letter Agreement. (b) A “Charitability Default” will occur if the Company either (i) fails to comply, in any material respect, with the restrictions in Sections 2(c) and 9 of this Letter Agreement on the use of funds from the Foundation Investment or the other related U.S. legal obligations set forth in this Letter Agreement, including without limitation the requirements set forth in Sections 7, 11, and 12 below, or (ii) is in material breach of the Global Access Commitments. Each Party will party agrees to promptly notify the other promptly upon becoming aware party in writing if it has knowledge of any Charitability Default, Default and the Company shall thereafter provide to the Foundation a proposed strategy to remedy the Charitability Default. . (c) If the Company fails to cure the Charitability Default within [***] of receipt of the date above described notice (provided that solely for purposes of notification by either Party this Section 6 in the event the Company disputes that a Charitability Default has occurred, such [***] period will commence upon a decision that a Charitability Default has occurred pursuant to the other of the Charitability Default dispute resolution process described in Section 17); and if and to the extent that the Foundation holds any Equity Securitiessecurities of the Company issued in connection with the Foundation Investment, including securities issued in respect of or upon conversion or exercise of such securities (collectively, the “Foundation shall be entitled to elect to sell all of such Equity Securities by notice in writing to Stock”), the Company shall have the obligation, if requested by the Foundation, to redeem or arrange for a third-party to purchase all (but not less than all) of the “Withdrawal Notice” and any such entitlement to elect being Foundation Stock (the “Withdrawal Right”). On receipt of notice from the Foundation, the Company shall either buy back all of the Equity Securities held by the Foundation, provided that any such buyback redemption or repurchase shall be made only to the extent permitted by applicable law and concerning distributions to holders of equity interests. Without limiting the Constitutional Documentsforegoing, or locate a third party that will purchase the Equity Securities. For the avoidance of doubt if the Company fails to effect the Withdrawal Right as a result of a failure to obtain necessary shareholder approvals, such failure will constitute a breach of this Agreement. (c) If the Company is unable to buy back redeem all of the Equity SecuritiesFoundation Stock, and no third third-party purchases the Equity Securities within [***] of the Withdrawal NoticeFoundation Stock, then the Company shall use best commercially reasonable efforts to effect the Withdrawal Right, consistent with the Code and applicable law, as soon as practicable thereafter. (d, provided that to the extent any redemption of the Foundation Stock pursuant to this Section 6(c) would have [***]. For the avoidance of doubt, the Foundation shall cease to be a stockholder for all purposes effective as of the date such Foundation Stock is redeemed and, thereafter, the sole right of the Foundation with respect to its ownership of Foundation Stock shall be to receive such redemption payment. During the period when the Company is unable to exercise its obligation to buy back redeem or find a purchaser of the Equity SecuritiesFoundation Stock, the Company shall not pay dividends, make any distributions or undertake any return of capital without the Foundation’s prior written consent except for: (i) repurchases of shares from current and former employees, officers, directors, consultants or other persons who performed services for [***] until such time as the Company or any Affiliate in connection has fulfilled the Withdrawal Right with the cessation of such employment or service at the lower respect to all of the original purchase price or the then-current fair market value thereofFoundation Stock). (ed) For the buy back redemption or purchase by a third third-party pursuant to Section 8(b6(c), Equity Securities Foundation Stock shall be valued at the greater of: of (i) the original purchase price attributable to such shares plus a [***] compounding interest rate per annum until (the date “Minimum Purchase Price”) or, at the option of the completion of the share buyback or third-party saleFoundation, as applicable; or (ii) the then current fair market value as determined by a mutually agreed upon (such agreement not to be unreasonably withheld) independent third-party appraiserFair Market Value. (fe) Subject to Section 8(g), if If the Equity Securities are Foundation Stock is sold or bought back due to redeemed in connection with a Charitability DefaultWithdrawal Right, the Foundation will have a look back right by which, in the event that, during the period of one that (1i) year from the date on which the Equity Securities are sold or bought back, the Company consummates a Change in Control Sale Transaction or an admission (ii) the Company signed a binding letter of intent or binding term sheet or entered into any definitive agreement (each, a “Binding Agreement”) with respect to trading such Sale Transaction at any time prior to the [***] anniversary of the shares first date that any of the Company to a Recognised Investment Exchange (as defined in the Financial Services and Markets Act 2000) Foundation Stock was redeemed or to the New York Stock Exchange or NASDAQ (“Public Offering”), representing a per share valuation for the Company in excess of one hundred and fifty percent (150%) of the valuation used for the sale or buy back of the Equity Securitiessold, then the Foundation will receive from the Company a payment compensation equal to the excess of what it would have received in such transaction if it still held the Equity Securities Foundation Stock at the time of such Change in Control or Public Offering Sale Transaction over what the Foundation it actually received in the sale or buy back redemption of the Equity SecuritiesFoundation Stock; provided that such Sale Transaction actually closes prior to the first anniversary of the first date that any of the Foundation Stock was redeemed or sold. For clarity, if the Company does not enter into any Binding Agreement until after the [***] anniversary of the initial sale or redemption date of the Foundation Stock, then the Foundation’s look-back right set forth in this Section 6(e) will terminate and be of no further force and effect. (f) If at the time that the Foundation has requested to exercise its Withdrawal Right, the Foundation Stock consists of a class of securities of the Company that (i) is registered under section 12 (or any successor provision) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) is not subject to restrictions from trading under the Securities Act or state securities laws and (iii) is listed on a U.S. national securities exchange and the Company is current in filing its financial reports and other required filings with the Securities and Exchange Commission (the “SEC”), then the Company will not be required to redeem or find a purchaser for the Foundation Stock if the Foundation elects to and is able to sell the Foundation Stock on a securities exchange for at least the Minimum Purchase Price. If the Foundation elects to sell the Foundation Stock to the public pursuant to this Section 6(f) and the Foundation receives less than the Minimum Purchase Price, then the Company will pay the Foundation as soon as practicable the difference between the amount received by the Foundation as a result of the sale of the Foundation Stock on the securities exchange and the amount of the Minimum Purchase Price. (g) The provisions For the avoidance of Section 8(f) shall not apply in the event that a Change in Control occurs as a result doubt, notwithstanding any exercise of the acceptance by the shareholders of the Company (by way of takeover offer, scheme of arrangement or otherwise) of an offer for the entire issued share capital of the Company in circumstances in which such offer was not, at the time it was made to shareholders, recommended by the board of directors of the Company. (h) In the event that the Foundation exercises its Withdrawal Right, the Foundation’s Foundation will continue to be entitled to enforce its rights under the Global Access Commitments pursuant to this Agreement and in relation to all Global Health Programs (as such terms are defined in this Agreement) will surviveCommitments. (i) If prior to the exercise of the Withdrawal Right the Foundation transfers the Equity Securities to a third party other than as permitted by Section 11(a), the Withdrawal Right will no longer apply to such transferred Equity Securities unless otherwise agreed in writing by the Company and the Foundation.

Withdrawal Right. (a) The Foundation’s rights withdrawal right described and defined in this Section 8 section will be triggered only as a result of a Charitability Default actions taken by the Company that are inconsistent with restrictions herein on the use of funds or with the Global Access Commitments or related U.S. tax obligations, including without limitation the requirements [*] = Certain confidential information contained in this document, marked by brackets, has been omitted pursuant to Rule 406 of the Securities Act of 1933, as amended. set forth in paragraphs 9 and will only be exercisable following the conversion of a Note12 below. For the avoidance of doubt, the Withdrawal Right withdrawal right will not be triggered by a Safety Decision or the inability, for scientific and technical or scientific reasonsreasons beyond the control of the Company, to carry out the Original Scope of Work, Amended Scope of Work or provide Services and successfully develop a productproduct for the Group 1, Group 2 or Group 3 Diseases, so long as the Company has not breached its any of the Global Access Commitments. In the event that the Company fails to comply with the restrictions on the use of funds, the Global Access Commitments or any the other related U.S. tax obligations under this Agreement. set forth herein, (b) a “Charitability Default”), the Foundation will have the rights set forth below (the “Withdrawal Right”). Each Party will party shall promptly notify the other promptly upon becoming aware party in writing of any Charitability Defaultthe occurrence of such event, and the Company shall thereafter promptly provide to the Foundation a proposed strategy to remedy the Charitability Default. If the Company fails to cure the Charitability Default within [***] ninety (90) days of the date of notification by either Party to the other of the Charitability Default and if and to the extent that the Foundation holds any Equity Securities, the Foundation shall be entitled to elect to sell all of such Equity Securities by notice in writing to the Company (the “Withdrawal Notice” and any such entitlement to elect being the “Withdrawal Right”). On receipt of notice from the Foundationabove-described notice, the Company shall have the option to either buy back (i) redeem all of the Equity Securities Atreca Preferred Stock held by the Foundation and any Common Stock held by the Foundation issued upon conversion of the Atreca Preferred Stock, as applicable (collectively, the “Foundation’s Holdings”), provided that such buyback redemption shall be made only to the extent permitted by applicable law and the Constitutional Documentslaw, or (ii) locate a third party that will purchase the Equity SecuritiesFoundation’s Holdings. For In the avoidance event of doubt if a Charitability Default, the Foundation and Foundation-Supported Entities will also be provided with nonexclusive access (including any necessary licenses to relevant intellectual property) to the Platform Technology sufficient to enable the Foundation and Foundation-Supported Entities to practice the Platform Technology for the pursuit of the Global Access Objectives. Such access shall include, but not be limited to, access contemplated in this Letter Agreement sufficient for the Foundation or Foundation-Supported Entities to complete the Services that the Company fails agreed to effect perform under a grant or contract previously entered into between the Withdrawal Right as a result Company and the Foundation or Foundation Supported Entity. Such access to and permissions to practice the Platform Technology shall be accomplished without any delay or hindrance by the Company (regardless of a failure whether or not the provision of the Services had been started). The Foundation will continue to obtain necessary shareholder approvalshave the other rights set forth in this Letter Agreement (e.g., such failure will constitute a breach use of this Agreementthe results of the Services in accordance with Section 3.a.ii. (c) ). If the Company is unable to buy back redeem all of the Equity SecuritiesFoundation’s Holdings, and no third party purchases the Equity Securities within [***] of the Withdrawal NoticeFoundation’s Holdings, then the Company shall use its best efforts to effect the Withdrawal Right, consistent with the Code and applicable lawlaw (e.g., as soon as practicable thereafter. (d) During solvency requirements). Upon the period when the Company is unable to exercise its obligation to buy back or find a purchaser transfer of the Equity Securities, the Company shall not pay dividends, make any distributions or undertake any return of capital without the Foundation’s prior written consent except for: (iHoldings to any one or more transferees that are tax-exempt organizations as described in Section 501(c)(3) repurchases of shares from current and former employees, officers, directors, consultants or other persons who performed services for the Company or any Affiliate in connection with the cessation of such employment or service at the lower of the original purchase price or Code, the then-current fair market value thereof. (e) Foundation may assign to any such transferee all of its rights attached to such Foundation’s Holdings. For the buy back redemption or purchase by a third party pursuant to Section 8(b)party, Equity Securities the Foundation’s Holdings shall be valued at the greater of: (i) the original purchase price attributable to such shares plus a of [***] compounding interest rate per annum until or, if an appraisal is elected by the date of the completion of the share buyback or third-party saleFoundation, as applicable; or (ii) the then current fair market value of the Foundation Holdings as determined by a mutually agreed upon (such agreement not to be unreasonably withheld) independent third-party appraiser. (f) Subject to Section 8(g), if . [*]. If the Equity Securities Foundation’s Holdings are sold or bought back redeemed due to a Charitability Default, commencing upon the date of such sale or redemption, the Foundation will have a look back right two-year lookback rights by which, in the event that, during the period of one (1) year from the date on which the Equity Securities are sold a sale of all or bought back, the Company consummates a Change in Control or an admission to trading substantially all of the shares of the Company, or a sale of all or substantially all of its assets or a public offering of the Company to a Recognised Investment Exchange (as defined that results in the Financial Services and Markets Act 2000) or to the New York Stock Exchange or NASDAQ (“Public Offering”), cash proceeds representing a per share valuation for the Company in excess of one hundred and fifty percent (150%) [*]% of the valuation used for the sale or buy back [*] = Certain confidential information contained in this document, marked by brackets, has been omitted pursuant to Rule 406 of the Equity SecuritiesSecurities Act of 1933, then as amended. redemption of the Foundation’s Holdings, the Foundation will receive from compensation commensurate with its converted equity interest in the Company a payment equal to had the excess of what it would have received in such transaction if it still held the Equity Securities at the time of such Change in Control or Public Offering over what the Foundation actually received in the sale or buy back of the Equity SecuritiesCharitability Default not occurred. (g) The provisions of Section 8(f) shall not apply in the event that a Change in Control occurs as a result of the acceptance by the shareholders of the Company (by way of takeover offer, scheme of arrangement or otherwise) of an offer for the entire issued share capital of the Company in circumstances in which such offer was not, at the time it was made to shareholders, recommended by the board of directors of the Company. (h) In the event that the Foundation exercises its Withdrawal Right, the Foundation’s rights under the Global Access Commitments pursuant to this Agreement and in relation to all Global Health Programs (as such terms are defined in this Agreement) will survive. (i) If prior to the exercise of the Withdrawal Right the Foundation transfers the Equity Securities to a third party other than as permitted by Section 11(a), the Withdrawal Right will no longer apply to such transferred Equity Securities unless otherwise agreed in writing by the Company and the Foundation.

Withdrawal Right. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. (a) The Foundation’s rights Withdrawal Right described and defined in this Section 8 5 will be triggered only as a result of a Charitability Default and will only be exercisable following the conversion of a Note. For the avoidance of doubt, the Withdrawal Right will not be triggered by a Safety Decision or the inability, for technical or scientific reasons, to carry out the Original Scope of Work, Amended Scope of Work or successfully develop a product, so long as the Company has not breached its Global Access Commitments or any other obligations under this AgreementDefault. (b) A “Charitability Default” will occur if the Company (i) is in material breach of the Global Access Commitments, including the failure to conduct the Programs as described above, other than for reasons of technical or scientific failure not known to the Company at or before closing of the Foundation Investment, (ii) fails to comply with the restrictions in Sections 2 and 8 of this Letter Agreement on the use of proceeds from the Foundation Investment, or (iii) fails to comply with the other related U.S. legal obligations set forth in this Letter Agreement, including, the requirements set forth in Sections 6, 8, 9, 10, and 11. Each Party will party agrees to promptly notify the other promptly upon becoming party in writing if it becomes aware of any Charitability Default, Default and the Company shall will thereafter promptly provide to the Foundation a proposed strategy to remedy the Charitability Default. Notwithstanding the foregoing, the Foundation will not lose any rights or remedies solely as a result of a failure to notify the Company after it becomes aware of a Charitability Default. (c) If the Company fails to cure the Charitability Default within [***] days of the date of notification by either Party delivery to the other Company of the Foundation’s written notice of such Charitability Default (the “Default Notice”), and if and to the extent that the Foundation holds any Equity Securitiessecurities of the Company issued in connection with the Foundation Investment, including securities issued in respect of or upon conversion or exercise of such securities (collectively, the “Foundation shall be entitled to elect to sell all of such Equity Securities by notice in writing to the Company (the “Withdrawal Notice” and any such entitlement to elect being the “Withdrawal RightStock”). On receipt of notice from the Foundation, the Company shall will have the obligation, if irrevocably requested in writing by the Foundation not later than [***] days after the delivery of the Default Notice to the Company, to either buy back (i) redeem all of the Equity Securities held by Foundation Stock at a price per share equal to the Foundationgreater of the Minimum Purchase Price or the Fair Market Value; provided, provided that such buyback shall redemption will be made only to the extent permitted by applicable law concerning distributions to holders of equity interests in the Company and not to the Constitutional Documentsextent that it renders the Company insolvent, (ii) facilitate the purchase of the Foundation Stock to one or more buyers at a price per share equal to the greater of the Minimum Purchase Price or the Fair Market Value, or locate a third party that will purchase the Equity Securities. For the avoidance of doubt (iii) if the Company fails to effect Foundation Stock is not Freely Tradeable, register the resale of the Foundation Stock on an effective registration statement and keep such registration statement continuously effective until the earlier of (x) the date all Foundation Stock has been sold and (y) the date that is [***] following the effective date of the registration statement ((i), (ii), and (iii) the “Withdrawal Right as a result of a failure to obtain necessary shareholder approvals, such failure will constitute a breach of this Agreement. (c) Right”). If the Company is unable to buy back redeem all of the Equity SecuritiesFoundation Stock, and no third party purchases the Equity Securities within Foundation Stock, then the Company will [***] of the Withdrawal Notice, then the Company shall use best efforts to effect the Withdrawal Right], consistent with the Code and applicable law, as soon as practicable thereafter[***]. (d) During Notwithstanding the period when foregoing, if the Company is unable elects to exercise its obligation satisfy the Withdrawal Right pursuant to buy back clauses 5(c)(ii) or find a purchaser of (iii) above, and the Equity SecuritiesFoundation receives less than the Minimum Purchase Price per share, then the Company shall not pay dividends, make any distributions or undertake any return of capital without the Foundation’s prior written consent except for: (i) repurchases of shares from current and former employees, officers, directors, consultants or other persons who performed services for the Company or any Affiliate in connection with the cessation of such employment or service at the lower of the original purchase price or the then-current fair market value thereof. (e) For the buy back or purchase by a third party pursuant to Section 8(b), Equity Securities shall be valued at the greater of: (i) the original purchase price attributable to such shares plus a will [***] compounding interest rate per annum until the date ]. Notwithstanding any exercise of the completion of Withdrawal Right by the share buyback or third-party sale, as applicable; or (ii) the then current fair market value as determined by a mutually agreed upon (such agreement not to be unreasonably withheld) independent third-party appraiser. (f) Subject to Section 8(g), if the Equity Securities are sold or bought back due to a Charitability DefaultFoundation, the Foundation will have a look back right by which, in the event that, during the period of one (1) year from the date on which the Equity Securities are sold or bought back, the Company consummates a Change in Control or an admission continue to trading of the shares of the Company be entitled to a Recognised Investment Exchange (as defined in the Financial Services and Markets Act 2000) or to the New York Stock Exchange or NASDAQ (“Public Offering”), representing a per share valuation for the Company in excess of one hundred and fifty percent (150%) of the valuation used for the sale or buy back of the Equity Securities, then the Foundation will receive from the Company a payment equal to the excess of what it would have received in such transaction if it still held the Equity Securities at the time of such Change in Control or Public Offering over what the Foundation actually received in the sale or buy back of the Equity Securities. (g) The provisions of Section 8(f) shall not apply in the event that a Change in Control occurs as a result of the acceptance by the shareholders of the Company (by way of takeover offer, scheme of arrangement or otherwise) of an offer for the entire issued share capital of the Company in circumstances in which such offer was not, at the time it was made to shareholders, recommended by the board of directors of the Company. (h) In the event that the Foundation exercises enforce its Withdrawal Right, the Foundation’s rights under the Global Access Commitments pursuant to this Agreement and in relation to all Global Health Programs (as such terms are defined in this Agreement) will surviveCommitments. (i) If prior to the exercise of the Withdrawal Right the Foundation transfers the Equity Securities to a third party other than as permitted by Section 11(a), the Withdrawal Right will no longer apply to such transferred Equity Securities unless otherwise agreed in writing by the Company and the Foundation.

Withdrawal Right. (a) The Foundation’s rights Withdrawal Right described and defined in this Section 8 6 will be triggered only as a result of a Charitability Default and will only be exercisable following the conversion of a NoteDefault. For the avoidance of doubt, the Withdrawal Right and the Charitability Default will not be triggered by a Safety Decision or the inability, for technical or scientific reasons, to carry out the Original Scope of Work, Amended Scope of Work or successfully develop a product[***], so long as the Company has not breached its Global Access Commitments or any other obligations under this Letter Agreement. (b) A “Charitability Default” will occur if the Company either (i) fails to comply, in any material respect, with the restrictions in Sections 2(c) and 10 of this Letter Agreement on the use of funds from the Foundation Investment or the other related U.S. legal obligations set forth in this Letter Agreement, including without limitation the requirements set forth in Sections 7, 12, and 13 below, or (ii) is in material breach of the Global Access Commitments. Each Party will party agrees to promptly notify the other promptly upon becoming aware party in writing if it has knowledge of any Charitability Default, Default and the Company shall thereafter provide to the Foundation a proposed strategy to remedy the Charitability Default. . (c) If the Company fails to cure the Charitability Default within [***] of receipt of the date above described notice (provided that solely for purposes of notification by either Party this Section 6 in the event the Company disputes that a Charitability Default has occurred, such [***] period will commence upon a decision that a Charitability Default has occurred pursuant to the other of the Charitability Default dispute resolution process described in Section 18); and if and to the extent that the Foundation holds any Equity Securitiessecurities of the Company issued in connection with the Foundation Investment, including securities issued in respect of or upon conversion or exercise of such securities (collectively, the “Foundation shall be entitled to elect to sell all of such Equity Securities by notice in writing to Stock”), the Company shall have the obligation, if requested by the Foundation, to redeem or arrange for a third party to purchase all (but not less than all) of the “Withdrawal Notice” and any such entitlement to elect being Foundation Stock (the “Withdrawal Right”). On receipt of notice from the Foundation, the Company shall either buy back all of the Equity Securities held by the Foundation, provided that any such buyback redemption or repurchase shall be made only to the extent permitted by applicable law and concerning distributions to holders of equity interests. Without limiting the Constitutional Documentsforegoing, or locate a third party that will purchase the Equity Securities. For the avoidance of doubt if the Company fails to effect the Withdrawal Right as a result of a failure to obtain necessary shareholder approvals, such failure will constitute a breach of this Agreement. (c) If the Company is unable to buy back redeem all of the Equity SecuritiesFoundation Stock, and no third party purchases the Equity Securities within [***] of the Withdrawal NoticeFoundation Stock, then the Company shall use best commercially reasonable efforts to effect the Withdrawal Right, consistent with the Code and applicable law, as soon as practicable thereafter. (d, provided that to the extent any redemption of the Foundation Stock pursuant to this Section 6(c) would have [***]. For the avoidance of doubt, the Foundation shall cease to be a stockholder for all purposes effective as of the date such Foundation Stock is redeemed and, thereafter, the sole right of the Foundation with respect to its ownership of Foundation Stock shall be to receive such redemption payment. During the period when the Company is unable to exercise its obligation to buy back redeem or find a purchaser of the Equity SecuritiesFoundation Stock, the Company shall not pay dividends, make any distributions or undertake any return of capital without the Foundation’s prior written consent except for: (i) repurchases of shares from current and former employees, officers, directors, consultants or other persons who performed services for [***] until such time as the Company or any Affiliate in connection has fulfilled the Withdrawal Right with the cessation of such employment or service at the lower respect to all of the original purchase price or the then-current fair market value thereofFoundation Stock). (ed) For the buy back redemption or purchase by a third party pursuant to Section 8(b6(c), Equity Securities Foundation Stock shall be valued at the greater of: of (i) the original purchase price attributable to such shares plus a [***] 5% compounding interest rate per annum until through the date of the completion of the share buyback redemption or third-party sale, as applicable; applicable or , at the option of the Foundation, (ii) the then current fair market value as determined by a mutually agreed upon (such agreement not to be unreasonably withheld) independent third-party appraiser. (fe) Subject to Section 8(g), if If the Equity Securities are Foundation Stock is sold or bought back redeemed due to a Charitability Default, the Foundation will have a look back right by which, in the event that, during the period of one that (1i) year from the date on which the Equity Securities are sold or bought back, the Company consummates a Change in Control Sale Transaction or an admission to trading (B) the closing of the shares of the Company to a Recognised Investment Exchange (as defined in the Financial Services and Markets Act 2000) or to the New York Stock Exchange or NASDAQ firmly underwritten public offering (“Public Offering”)) of shares of common stock of the Company pursuant to a registration statement under the Securities Act, representing a per share valuation for the Company in excess of one hundred and fifty percent (150%) 200% of the valuation used for the sale or buy back redemption of the Equity SecuritiesFoundation Stock from the Foundation, and (ii) the Company signed a binding letter of intent or binding term sheet or entered into any definitive agreement (each, a “Binding Agreement”) with respect to such Sale Transaction or filed the preliminary prospectus (other than any free-writing prospectus) in connection with such Public Offering, as applicable, at any time prior to the six (6) month anniversary of the first date that any of the Foundation Stock was redeemed or sold, then the Foundation will receive from the Company a payment compensation equal to the excess of what it would have received in such transaction if it still held the Equity Securities Foundation Stock at the time of such Change in Control Sale Transaction or Public Offering over what the Foundation it actually received in the sale or buy back redemption of the Equity Securities. (g) The provisions of Section 8(f) shall not apply in Foundation Stock; provided that such Sale Transaction or Public Offering actually closes prior to the event that a Change in Control occurs as a result first anniversary of the acceptance by the shareholders first date that any of the Foundation Stock was redeemed or sold. For clarity, if the Company does not enter into any Binding Agreement or file its preliminary prospectus, as applicable, until after the six (by way of takeover offer, scheme of arrangement or otherwise6) of an offer for the entire issued share capital month anniversary of the Company in circumstances in which such offer was not, at the time it was made to shareholders, recommended by the board of directors initial sale or redemption date of the Company. (h) In the event that the Foundation exercises its Withdrawal RightStock, then the Foundation’s rights under the Global Access Commitments pursuant to this Agreement and in relation to all Global Health Programs (as such terms are defined look-back right set forth in this AgreementSection 6(e) will surviveterminate and be of no further force and effect. (i) If prior to the exercise of the Withdrawal Right the Foundation transfers the Equity Securities to a third party other than as permitted by Section 11(a), the Withdrawal Right will no longer apply to such transferred Equity Securities unless otherwise agreed in writing by the Company and the Foundation.