Subject to the terms and conditions hereof, at any time or from time to time after the date hereof and prior to 5:00 p.m., Eastern Standard Time, on the fifth anniversary of the Second Amendment Date or, if such day is not a Business Day, on the next preceding Business Day (the “Exercise Period”), the Holder of this Warrant may exercise this Warrant for all or any part of the Warrant Shares purchasable hereunder (subject to adjustment as provided herein).
Borrower shall also pay the May 2017 Payment Amount on the Second Amendment Date, which shall be applied towards Borrower’s Obligations as set forth in the Second Amendment.
As of the Second Amendment Date, no fact or condition exists that would (or would, with the passage of time, the giving of notice, or both) constitute an Event of Default.
The Borrower represents and warrants to the Noteholders that as at the Second Amendment Date, the Borrower intends to raise approximately USD$1.5m comprising: (i) approximately USD$1m of unsecured convertible debt that is interest bearing (at 7% per annum); and (b) USD$500,000 of unsecured interest bearing debt from Alpha/Whalehaven and others.
In consideration of the transfer of a copy of all the CARPALL and ALLCAR19 Patient Clinical Data generated before the Second Amendment Date, Autolus shall pay UCLB the sum of £500,000 (five hundred thousand pounds sterling) within [***] of the receipt of the data.