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7. |
Addition of Appendix 1 to the articles of association. |
Proposed resolution: The assembly decides to include as Appendix 1 a list of definitions of the terms in the articles of association
that require to be defined, as follows:
Appendix 1 Defined Terms
Affiliate shall have the meaning set forth in Rule 12b-2
promulgated under the Securities and Exchange Act of 1934, as amended; provided that (i) no Shareholder shall be deemed an Affiliate of any other Shareholder solely by reason of any investment in the Company, (ii) in no event shall CFIP
CLYD, LLC, CFIP CLYD (UK) Limited or any of their respective Affiliates be deemed Affiliates of the Company or any of its Affiliates, nor shall the Company or any of its Affiliates be deemed Affiliates of CFIP CLYD, LLC, CFIP CLYD (UK) Limited or
any of their respective Affiliates, and (iii) in the case of CFIP CLYD, LLC AND CFIP CLYD (UK) Limited, the term Affiliate shall not include any Portfolio Companies, Mubadala, the Mubadala Group, SoftBank and/or the SoftBank Group.
For the purposes of this definition, Shareholders shall mean CFIP CLYD (UK) Limited and each Permitted Transferee who becomes a party to or bound by the provisions of the Shareholders Rights Agreement in
accordance with the terms of the Shareholders Rights Agreement or a Permitted Transferee thereof who is entitled to enforce the provisions of the Shareholders Rights Agreement in accordance with the terms thereof.
Control shall mean the power, through the ownership of securities, contract or otherwise, to direct the
policies of the applicable person or entity.
Darmouth IP shall mean any intellectual property
licensed to the company or any of its subsidiaries from the trustees of Dartmouth College relating to TCR deficiency.
Darmouth IP Transaction shall have the meaning ascribed to it in article 16.
Equity Security shall have the meaning ascribed to it in article 32.
Fortress Designees shall mean the Persons identified by Fortress Credit Advisors LLC or its designee from
time to time in accordance with the provisions of the Shareholders Rights Agreement.
Fortress
Shareholder shall mean CFIP CLYD (UK) Limited and any of its Permitted Transferees that is a Shareholder and (1) an Affiliate of such Shareholder, (2) a Shareholder Affiliate of CFIP CLYD (UK) Limited or (3) a
Shareholder Fund of CFIP CLYD (UK) Limited (together, the Fortress Shareholders).
Mubadala shall mean Mubadala Investment Company PJSC.
Mubadala Group shall mean any Person Controlling, Controlled by or under common Control with Mubadala and
its successors and assigns and its and their affiliates that are not also Controlled by Fortress Investment Group LLC.
Permitted Transferee shall mean, with respect to each Shareholder, (i) any other Shareholder,
(ii) such Shareholders Affiliates, (iii) in the case of any Shareholder, (A) any member or general or limited partner of such Shareholder, (B) any corporation, partnership, limited liability company or other entity that is
an Affiliate of such Shareholder or any member, general or limited partner of such Shareholder (collectively, Shareholder Affiliates), (C) any investment funds managed directly or indirectly by such Shareholder or
any Shareholder Affiliate (a Shareholder Fund), (D) any general or limited partner of any Shareholder Fund or (E) any trust, the beneficiaries of which, or any corporation, limited liability company or
partnership, the stockholders, members or general or limited partners of which, consist solely of any one or more of such Shareholder, any general or limited partner of such Shareholder, any Shareholder Affiliates, any Shareholder Fund and
(iv) any other Person that acquires Equity Securities of the Company from such Shareholder other than pursuant to
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