RTNXF Renalytix PLC (PK)

DEFINITIONS AND INTERPRETATION

CONDITIONS

DELIVERY OF DOCUMENTS

APPLICATIONS FOR ADMISSION

THE PLACING

ALLOTMENT

SETTLEMENT

UNDERTAKINGS

WARRANTIES

INDEMNITIES

TERMINATION

FEES, COMMISSIONS AND EXPENSES

TIME OF THE ESSENCE

SURVIVORSHIP

ASSIGNMENT

ENTIRE AGREEMENT

FURTHER ASSURANCE

CUMULATIVE RIGHTS

THIRD PARTY RIGHTS

WAIVER

VARIATIONS

INVALIDITY

COMMUNICATIONS

COUNTERPARTS

GENERAL

PRODUCT GOVERNANCE

GOVERNING LAW AND JURISDICTION

RENALYTIX PLC, a public limited company incorporated in England and Wales with registered number 11257655 whose registered office is at 2 Leman Street, London, E1W 9US, United Kingdom (the “Company”); and

OBERON CAPITAL, a trading name of Oberon Investments Limited, incorporated and registered in England and Wales with registration number 02198303 whose registered office is at 1^st Floor 12 Hornsby Square, Southfields Business Park, Basildon, Essex, SS15 6SD, United Kingdom (the “Broker” or “Oberon”),

The Company was incorporated on 15 March 2018 under the Companies Act 2006 as a public limited company under the name Renalytix AI plc. On 23 June 2021, its name was changed to Renalytix plc. The Company’s Ordinary Shares are traded on AIM. As at the date of this Agreement, the Company has an issued and fully paid-up share capital of £414,813.78 divided into 165,925,513 ordinary shares of £0.0025 each.

The Company proposes to raise approximately £10 million, before expenses, by way of a Placing of the Placing Shares on AIM at 9 pence per Placing Share (the “Placing Price”), the total aggregate number of which will be established following completion of the Bookbuild and set out in the executed Placing Term Sheet. In association with the Placing, the Company proposes to raise approximately £10, before expenses, by way of a Subscription of Subscription Shares on AIM at a subscription price per Subscription Share equal to the Placing Price.

The Broker has agreed, upon the terms and subject to the conditions set out in this Agreement and in reliance upon the various warranties, representations, indemnities and undertakings contained in this Agreement, to use its reasonable endeavours, as agent for and on behalf of the Company, to procure subscribers for the Placing Shares on the Placing Terms and Conditions. The Placing and the Subscription are not underwritten by the Broker or anyone else.

Stifel Nicolaus Europe Limited (“Stifel”) is acting as the Company’s nominated adviser in connection with the Placing and Subscription.

The implementation of the Placing will involve:

the issue of approximately [•] EIS/VCT Placing Shares, pursuant to existing authorities to allot shares for cash and disapply pre-emption rights under section 551 and sections 570 and 571 of the Act, which the Directors were granted at a general meeting of the Company held on 22 April 2024; and

the issue of approximately [•] Second Tranche Non-EIS/VCT Placing Shares conditional (amongst other things) on the passing of the Resolutions at the General Meeting of the Company to be held on or around 29 October 2024.

In addition to the Placing Shares and the Subscription Shares, the Company proposes to issue approximately [•] Conversion Shares, conditional (amongst other things) on the passing of the Resolutions at the General Meeting of the Company to be held on or around 29 October 2024.

Applications are proposed to be made by Stifel, as nominated adviser to the Company, to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM.

DEFINITIONS AND INTERPRETATION

In this Agreement:

laws (whether civil, criminal or administrative), common laws or civil codes, statutes, subordinate legislation, treaties, regulations (including any rule, regulation, standard or requirement of the FSMA, the LSE or the FCA), directives and bye laws in any jurisdiction, in each case for the time being in force (whether before, on or after the date of this Agreement, except to the extent that any Law made after the date of this Agreement would increase or extend the liability of any party under the Warranties); and

binding judgments;

within the United Kingdom, income tax, corporation tax, capital gains tax, value added tax, duties, inheritance tax, social security contributions, stamp duty and stamp duty reserve tax;

outside the United Kingdom, identical or substantially similar taxes to those United Kingdom taxes referred to above together with all other taxes on gross and net income, profits or gains, receipts, sales, use, occupation, franchise, added value and personal property; and

all penalties, charges, surcharges, fines and other similar amounts and interest included in or relating to any of the above regardless of whether such taxes or other matters referred to in paragraph (a) are directly or primarily chargeable against or attributable to a Group Company or any other person, firm or company and regardless of whether a Group Company has or may have any right of reimbursement against any other person;

Interpretation

a statute or statutory provision includes a reference to:

any statutory amendment, consolidation or re-enactment of it from time to time;

all orders, regulations, instruments or other subordinate legislation (as defined in section 21(1) of the Interpretation Act 1978) made under it from time to time; and

any statute or statutory provision of which it is an amendment, consolidation or re-enactment;

a “person” includes a legal or natural person, partnership, association, trust, company, corporation, joint venture, government, state or agency of the state or other body;

a governmental, local governmental, regulatory or administrative authority or agency includes its successors;

a Clause or Schedule is to a clause of or schedule to, this Agreement and any reference to this Agreement includes its Schedules;

the terms “subsidiary”, “parent undertaking” and “subsidiary undertaking” shall be interpreted in accordance with the Companies Act 2006;

“material” shall mean material in the context the Company and/or the Group (taken as a whole) and/or material for disclosure to investors in the Placing or otherwise material in the context of the Placing and/or Admission as the context requires and “materially” shall be construed accordingly;

“to the extent that” and “if and to the extent that” both mean “if and then only in so far as”; they shall operate in a measured way, proportionate to the degree to which the relevant condition, matter or circumstance has been satisfied, exist or is the case; and they do not mean simply “if”; and

references to any English statutory provision or English legal term for any action, remedy, method of judicial proceeding, document, legal status, court, official or any other legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to refer to and include a reference to that which most nearly corresponds to the English statutory provision or English legal term in that jurisdiction.

In this Agreement, the interpretation of general words shall not be restricted by words indicating a particular class or particular examples.

The headings in this Agreement are for ease of reference only and are to be ignored when interpreting this Agreement.

Any reference to any document being “in the agreed form” is to that document (i) in the form signed or initialed by or on behalf of the Company and the Broker for identification or (ii) confirmed by the Broker’s Counsel and the Company’s Solicitors in writing (including without limitation by email) as being in agreed form.

CONDITIONS

The obligations of the Broker under this Agreement in respect of the First Tranche Placing are conditional upon each of the following:

the release and/or publication of the Placing Announcement through a Regulatory Information Service by not later than 6:00 p.m. (GMT) on the date of this Agreement;

the Placing Term Sheet having been agreed and duly signed by the Broker and the Company by 4:30 p.m. (GMT) on the Business Day following the date of this Agreement (or by such later time/date as the Company and the Broker may agree);

the delivery by the Company to the Broker of each of the documents to be delivered in accordance with Clauses 3.1(Delivery of Documents);

in respect of the First Admission only, the delivery by the Company to the Broker of each of the documents to be delivered in accordance with Clauses 3.3, pursuant to Part C of Schedule 1 (Delivery of Documents);

the release of the Placing Results Announcement through a Regulatory Information Service by no later than 4:30 p.m. (GMT) on the first Business Day after the date of this Agreement (or such other time and/or date as the Company and the Broker may agree);

the EIS/VCT Placing Shares having been issued and allotted in the manner described in Clause 5.6;

the Company’s ADSs having been successfully delisted from Nasdaq as relevant to the First Tranche Placing Shares and re-listed to OCT QX;

the First Application being made by or on behalf of the Company in accordance with Rule 5 of the AIM Rules for Companies and all other documents to be submitted therewith having being delivered to the LSE no later than 4:30 p.m. 8 October 2024;

the Warranties being true and accurate and not misleading as of the date of this Agreement and at all times up to and immediately prior to First Admission as though they had been given and made on such dates by reference to the facts and circumstances then subsisting, and no matter having arisen prior to First Admission which might reasonably be expected to give rise to a claim under Clause 9 (Indemnities);

each statement contained in each Placing Document being true and accurate and not misleading as of the date of this Agreement and at all times up to and immediately prior to First Admission as though they had been given and made on such dates by reference to the facts and circumstances then subsisting, and no matter having arisen which would, if the Placing Documents were to be issued at that time, constitute an inaccuracy or omission therefrom which in the opinion of the Broker, acting in good faith, is material in the context of the Placing, First Admission, Second Admission or any of the transactions contemplated by this Agreement;

the Broker not having terminated this Agreement in accordance with Clause 12 (Termination) prior to First Admission in respect of the EIS/VCT Placing Shares;

the Company complying with its obligations under this Agreement to the extent that the same fall to be performed prior to First Admission;

in the Broker’s opinion acting in good faith, there not having occurred since the date of this Agreement a Material Adverse Change (whether or not foreseeable at the date of this Agreement) prior to First Admission; and

First Admission having occurred on or before 8:00am on the First Admission Date.

The obligations of the Broker under this Agreement in respect of the Second Tranche Non-EIS/VCT Placing are conditional upon each of the following:

First Admission having occurred not later than 8:00 a.m. on the First Admission Date;

the Circular and the Form of Proxy (if applicable) having been sent to the Shareholders by no later than 8 October 2024 in accordance with the Articles;

the Circular and the Form of Proxy (if applicable) having been published and an electronic copy of the Circular having been submitted to the LSE following the publication of the Placing Announcement, in each case as required by Rule 20 of the AIM Rules for Companies by 8 October 2024;

the passing of the Resolutions (without amendment) at the General Meeting (and not, except with the written agreement of the Broker, at any adjournment of such meeting);

the Second Application being made by or on behalf of the Company in accordance with Rule 5 of the AIM Rules for Companies and all other documents to be submitted therewith having being delivered to the LSE no later than 4:30 p.m. on 29 October 2024;

in respect of the Conversion Shares (amongst other things), the execution of any such documentation to be entered into with the pertinent parties to effect the issue of the Conversion Shares;

the delivery by the Company to the Broker of each of the documents to be delivered in accordance with Clause 3.2 (Delivery of Documents);

in respect of the Second Admission only, the delivery by the Company to the Broker of each of the documents to be delivered in accordance with Clause 3.4, pursuant to Part D of Schedule 1 (Delivery of Documents);

the Second Tranche Non-EIS/VCT Placing Shares, the Subscription Shares and the Conversion Shares having been issued and allotted in the manner described in Clause 5.7;

the Warranties being true and accurate and not misleading as of the date of this Agreement and at all times up to and immediately prior to Second Admission, as though they had been given and made on such dates by reference to the facts and circumstances then subsisting, and no matter having arisen prior to Second Admission which might reasonably be expected to give rise to a claim under Clause 9 (Indemnities);

each statement contained in each Placing Document being true and accurate and not misleading as of the date of this Agreement and at all times up to and immediately prior to Second Admission, as though they had been given and made on such dates by reference to the facts and circumstances then subsisting, and no matter having arisen which would, if the Placing Documents were to be issued at that time, constitute an inaccuracy or omission therefrom which in the opinion of the Broker, acting in good faith, is material in the context of the Placing, First Admission, Second Admission or any of the transactions contemplated by this Agreement;

the Broker not having terminated this Agreement in accordance with Clause 12 (Termination) prior to Second Admission;

the Company complying with its obligations under this Agreement to the extent that the same fall to be performed prior to Second Admission;

in the Broker’s opinion acting in good faith, there not having occurred since the date of this Agreement a Material Adverse Change (whether or not foreseeable at the date of this Agreement) prior to Second Admission;

in respect of the Subscription Shares, the execution of the Subscription Agreements; and

Second Admission having occurred on or before 8:00 a.m. on the Second Admission Date.

Without prejudice to any advice or assistance provided by Stifel to the Company, the Company acknowledges that Stifel’s responsibility as nominated adviser, as set out in the AIM Rules for Nominated Advisers, is owed solely to the LSE.

The Company agrees to use its reasonable endeavours to fulfil or, at the Company’s own expense, to procure the fulfilment of the Condition set out in Clause 2.1(a) by the time and/or date specified and, subject to the Broker signing the Placing Term Sheet, the Company undertakes to the Broker to use its reasonable endeavours to fulfil or, at the Company’s own expense, to procure the fulfilment of, the Conditions by the times and dates stated in Clauses 2.1 and 2.2.

Subject to Clauses 2.4, 2.6, 2.7 and 2.9, if any Condition has not been fulfilled on or before the time and/or date set for its fulfilment or becomes incapable of being fulfilled (subject to the Broker not exercising its rights under Clause 2.8 to waive or extend the time for fulfilment of the Condition), this Agreement and the rights and obligations contained in it shall (save as provided below) terminate and have no further effect and:

no party to this Agreement will have any claim against any other party except for accrued rights or obligations under this Agreement and all fees, costs or expenses (other than commissions and the corporate advisory fee payable under Clause 13.1) will remain payable;

the Company will procure that any application for First Admission and/or Second Admission be withdrawn and that First Admission and/or Second Admission will not become effective;

the Company shall, if so requested by the Broker, make an announcement via a Regulatory Information Service and/or publish a press announcement in such form as the Broker may reasonably require; and

the provisions of Clause 1 (Definitions and interpretation), this Clause (d), Clause 10 (Warranties), Clause 9 (Indemnities), Clause 13 (Fees, commissions and expenses) and Clause 15 (Survivorship) to Clause 28 (Governing law and jurisdiction) will remain in full force and effect.

If any of the Conditions set out in Clause 2.1 shall not be fulfilled by the date and time (if any) specified above (subject to the Broker not exercising its rights under Clause 2.8 to waive or extend the time for fulfilment of the Condition), the obligations of each party hereunder shall cease in accordance with Clause 2.5 and the Company will not publish any announcement relating to the First Tranche Placing without the prior written consent of the Broker (provided that the Company shall be permitted to release such announcements without consultation with the Broker if and then only to the extent necessary to ensure compliance with the Market Rules), provided that until such time as any of the Conditions in Clause 2.1 shall become incapable of being fulfilled, each of the parties hereto shall comply with the obligations on its part contained in this Agreement for the purposes of implementing the First Tranche Placing.

If any of the Conditions set out in Clause 2.2 shall not be fulfilled by the date and time (if any) specified above (subject to the Broker not exercising its rights under Clause 2.8 to waive or extend the time for fulfilment of the Condition), the obligations of each party hereunder shall cease and determine in accordance with Clause 2.5 and the Company will not publish any announcement relating to the Second Tranche Non-EIS/VCT Placing, the Subscription and the issue of the Conversion Shares without the prior written consent of the Broker (provided that the Company shall be permitted to release such announcements without consultation with the Broker if and then only to the extent necessary to ensure compliance with the Market Rules), provided that until such time as any of the Conditions in Clause 2.2 shall become incapable of being fulfilled, each of the parties hereto shall comply with the obligations on its part contained in this Agreement for the purposes of implementing the Second Tranche Non-EIS/VCT Placing, the Subscription and completing the issue of the Conversion Shares.

The Conditions (other than those set out in Clauses 2.1(a), 2.1(b), 2.1(e), 2.1(f), 2.1(g), 2.1(h), 2.1(k), 2.1(n), 2.2(a), 2.2(b), 2.2(c),2.2(d), 2.2(e), 2.2(g) and 2.2(k)) may be waived, in whole or in part, by notice in writing given by the Broker to the Company and the respective dates and times for satisfaction of the Conditions may be extended (but not beyond 8.00 a.m. on the First Long Stop Date in respect of the Conditions in Clause 2.1 and 8:00 a.m. on the Second Long Stop Date in respect of the Conditions in Clause 2.2) in which case appropriate adjustment will be made to the other dates and times specified in this Agreement.

Following First Admission, this Agreement shall not be capable of termination or rescission by any party in so far as it relates to the EIS/VCT Placing Shares and, following Second Admission, this Agreement shall not be capable of termination or rescission by any party in so far as it relates to the Second Tranche Non-EIS/VCT Placing Shares.

DELIVERY OF DOCUMENTS

Simultaneously with the execution of this Agreement (or immediately thereafter if the context requires), the Company shall procure to be delivered to the Broker of the documents set out in Part A of Schedule 2 (Documents to be delivered to the Broker in accordance with Clause 3 (Delivery of documents)).

Prior to the issue of the Placing Results Announcement, the Company shall procure to be delivered to the Broker, the documents set out in Part B of Schedule 2 (Documents to be delivered to the Broker in accordance with Clause 3 (Delivery of documents)).

The Company shall by no later than 5:00 p.m. (GMT) on the Business Day prior to First Admission procure to be delivered to the Broker, the documents set out in Part C of Schedule 2 (Documents to be delivered to the Broker in accordance with Clause 3 (Delivery of documents)).

The Company shall by no later than 5:00 p.m. (GMT) on the Business Day prior to Second Admission procure to be delivered to the Broker, the documents set out in Part D of Schedule 2 (Documents to be delivered to the Broker in accordance with Clause 3 (Delivery of documents)).

The Company will procure that there is communicated or delivered to the Broker all such information and additional documents (signed by the appropriate person where so required) as the Broker may reasonably require to enable the Broker to discharge its obligations under this Agreement and pursuant to the Placing generally.

APPLICATIONS FOR ADMISSION

The Company will use all reasonable endeavours to procure the Admission in connection with which it will supply all such information, give all such undertakings, execute all such documents, pay all such fees and do or procure to be done all such things as may be requires to comply with the requirements of the LSE in relation to the Placing, the Subscription and the issue of the Conversion Shares and instruct Stifel, in its capacity as nominated adviser to the Company, to submit the Applications to the LSE for the admission to trading on AIM of:

the EIS/VCT Placing Shares; and

the Second Tranche Non-EIS/VCT Placing Shares, the Subscription Shares and the Conversion Shares, subject to the passing of the Resolutions at the General Meeting,

Without prejudice to the provisions of Clause 12 (Termination), where, after publication of the Placing Announcement (but before (i) First Admission or (ii) Second Admission), there is a significant change affecting any matter required to be included, or a significant new matter arises which would have been required to be included, in the Placing Announcement, the Company will immediately:

disclose the change or matter to the Broker in writing; and

the Company shall, if so requested by the Broker, prepare a Supplementary Placing Announcement and procure the publication of the same.

If a Supplementary Placing Announcement is published pursuant to Clause 4.2, reference to the Placing Announcement or to the Placing Documents in Clause 9 (Indemnities) and Clause 12 (Termination) shall be deemed to include the Supplementary Placing Announcement and the Warranties referred to in Clause 10 (Warranties) and set out in Schedule 1 (Warranties) shall be deemed to have been made and given in relation to the Placing Announcement as amended and supplemented by the Supplementary Placing Announcement as well as to the original Placing Announcement.

THE PLACING

Subject to the Conditions and otherwise on the terms set out in this Agreement, the Broker will, as agent for the Company, use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price on the basis of the information contained in the Placing Documents. In the event that subscribers are not obtained for all or any of the Placing Shares, there shall be no obligation on the Broker to subscribe for such unplaced Placing Shares.

The Company irrevocably appoints and instructs the Broker to act as its agent for the purposes of the Placing. The appointment confers on the Broker, on behalf of the Company, all powers, authorities and discretions which the Broker consider are necessary for or incidental to the carrying out of the Bookbuild and the Placing and the Company agrees to ratify and confirm everything which the Broker shall lawfully do or have done in the exercise of such powers, authorities and discretions. The Broker accepts such appointment on those terms.

Notwithstanding that the Broker is acting as agent of the Company in connection with the Placing:

the Broker may receive and retain for its own benefit any commissions or brokerage or other benefit paid to or lawfully and properly received by them or their agents in connection with the Placing and shall not be liable to account to the Company for any such commissions, brokerage or other benefit; and

any Placing Shares for which the Broker (or any persons nominated by the Broker) subscribe may be retained or dealt with by them (or such person) for its (or such person’s) own use and benefit.

Following completion of the Bookbuild, and by no later than 12 noon (GMT) on the first Business Day after the date of this Agreement, the Broker shall, following consultation with the Company, notify the Company of the number of Placing Shares resulting from the Bookbuild and details of the Placees procured for the Placing Shares (a “Notification”). Following such Notification, the Company will confirm to the Broker whether it wishes to proceed with the Placing. If the Company confirms that it wishes to proceed with the Placing, the Broker and the Company shall as soon as practicable thereafter enter into the Placing Term Sheet.

Following the execution by the Broker and the Company of the Placing Term Sheet, each party confirms that the Placing Term Sheet shall form part of and shall be read in conjunction with this Agreement and the parties shall be bound accordingly. Where a Notification has been made and the Company does not enter into the Placing Term Sheet by 6:00 p.m. (GMT) on the first Business Day after the date of this Agreement, unless otherwise agreed between the Broker and the Company, such action shall constitute a termination of this Agreement and the provisions of Clause 4 shall apply as if the Conditions have not been satisfied.

Following the execution of the Placing Term Sheet by the Company and the Broker, the Board (or a duly authorised committee of such board) shall allot the EIS/VCT Placing Shares and the Company shall publish the Placing Results Announcement through a Regulatory Information Service.

Following the passing of the Resolutions at the General Meeting, and as noted in Clause 7.1, the Board (or a duly authorised committee of such board) shall allot the Second Tranche Non-EIS/VCT Placing Shares, the Subscription Shares and the Conversion Shares.

The Company shall allot, conditional on the passing of the Resolutions at the General Meeting in respect of the Second Tranche Non-EIS/VCT Placing Shares, subject to the Articles, to such persons in certificated form as the Broker shall require and in such denominations as may be notified to it by the Broker.

The Placing Shares shall be subscribed for free from all liens, charges, encumbrances, equities and other third party rights of any nature whatsoever with all rights of any nature whatsoever attaching or accruing to them on or after the date of their issue.

United States Securities Laws

The Company and Oberon undertake with each other that:

neither it nor any affiliate (as defined in Rule 501(b) under the Securities Act), nor any person acting on its or their behalf, has engaged or will engage in any form of “general solicitation” or “general advertising” (within the meaning of Regulation D) in connection with any offer or sale of the Placing Shares in the United States, except as otherwise permitted by applicable Law;

neither it nor any affiliate (as defined in Rule 405 under the Securities Act), nor any person acting on its or their behalf, has engaged or will engage in any “directed selling efforts” (as defined in Regulation S) with respect to the Placing Shares; and

the Placing Shares have not been and will not be registered under the US Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, any US Person, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act.

Oberon undertakes that it and any persons acting on its behalf pursuant to the Placing have only marketed the Placing Shares to investors in the United Kingdom.

The parties agree that the Placing is to be conducted by the Company and the Broker (i) outside the United States to non-US Persons in offshore transactions (within the meaning given in Rule 902 of Regulation S), in reliance on Regulation S, and (ii) in the United States, only to a limited number of persons reasonably believed to be QIBs as defined in Rule 144A under the US Securities Act, in transactions not involving a public offering within the meaning of Section 4(a)(2) of the US Securities Act and which are exempt from or not subject to the registration requirements of the US Securities Act and applicable US state securities laws.

The Company acknowledges that the Broker has consulted with the Company and agreed the allocation strategy with regard to the identity of the proposed Placees in accordance with the COB Rules and the Allocation Policy. For the avoidance of doubt, no allocations of Placing Shares shall be made without consultation and agreement with the Company save that the Broker may make non-material amendments to the allocations for the purposes of resolving any rounding or similar errors or difficulties.

The Company shall give all such assistance and provide all such information as the Broker may reasonably require for the making and implementation of the Placing and will do (or procure to be done) all such things and execute (or procure to be executed) all such documents as may be necessary, or as may be desirable in the opinion of the Broker, to be given, provided, done or executed by the Company or by its officers, employees or agents in connection with the Placing.

Other Securities Laws

Allotment

Conditional Allotment

Rights attaching to the Placing Shares

SETTLEMENT

Registration

The Company shall procure that each person to whom Placing Shares are allotted pursuant to Clause 5.6 or 5.7 is registered as the holder of such shares (without registration fee) as soon as practicable following (i) First Admission in respect of the EIS/VCT Placing Shares and (ii) Second Admission in respect of the Second Tranche Non-EIS/VCT Placing Shares.

The Placing Shares will, as from the date when they are issued, rank in full for all dividends and other distributions declared, made or paid on the Ordinary Shares after the date of issue and otherwise rank pari passu in all respects with and be identical to the Existing Ordinary Shares then in issue.

The Company shall procure that definitive share certificates in the names of such persons entitled to such Ordinary Shares as the Broker shall specify in respect of the Placing Shares are prepared by the Registrars for those persons as soon as practicable after (i) First Admission in respect of the EIS/VCT Placing Shares and (ii) Second Admission in respect of the Second Tranche Non-EIS/VCT Placing Shares. The Ordinary Shares issued pursuant to the Placing will all be held in certificated form and will bear a legend in substantially the following form:

The Company confirms that it will provide the Registrars with all necessary authorisations and information to enable the Registrars to perform their duties as registrars in accordance with and as contemplated by this Agreement, the terms of the Placing Documents and any agreement between the Registrars and the Company. The Broker confirms that it shall liaise with the Registrars on behalf of the Company, and the Company confirms that it shall, upon request by the Broker, provide such information to the Registrars as shall reasonably be required.

Payment of proceeds

Any and all amounts received by the Broker in respect of the Placing Shares are received, subject only to Clause 8.2(b), as agent for and on behalf of the Company notwithstanding which the Broker may retain any amounts permitted pursuant to Clause 13.3.

The Company acknowledges and agrees that if this Agreement is terminated in accordance with Clause 12 (Termination) prior to First Admission or prior to Second Admission in respect of the Second Tranche Non-EIS/VCT Placing Shares only, any and all amounts received by the Broker in respect of the Placing Shares at the time of such termination shall be held by the Broker as agent for and on behalf of the Placees procured by it.

Subject to the Company complying with its obligations under Clause 2 (Conditions), Clause 3 (Delivery of Documents), Clause 4 (Applications for Admission), Clause 5 (The Placing) and Clause 8 (Settlement), the Broker will pay to the Company (in cleared funds) a sum equal to the aggregate value at the Placing Price of the Placing Shares less the deductions made pursuant to Clause 13 (Fees, Commissions and expenses) in respect of fees, commissions and costs payable by the Company but otherwise free of deduction, set-off or withholding by 5.00 p.m, (GMT) on or before the fifth Business Day after (i) First Admission in respect of the EIS/VCT Placing Shares [and the First Tranche Placing Shares] and (ii) Second Admission in respect of the Second Tranche Non-EIS/VCT Placing Shares. Any such payments will be made by telegraphic transfer to the account of the Company in the relevant currency notified to the Broker prior to the First Admission and Second Admission.

The account of the Company referred to in this Clause 8.2(c) is, to be confirmed by the Company in writing in the Payment Direction Letter in the form set out in Schedule 6 of this Agreement.

The payment by the Broker of the amounts referred to in Clause 8.2(c) shall constitute an absolute discharge of any obligation of the Broker to make payment to the Company in respect of the Placing Shares and the Broker shall not be required to investigate the application of such amount.

For the avoidance of doubt, the Broker shall not be required to subscribe itself for any of the Placing Shares or to pay or procure payment of subscription monies for Placing Shares to the extent the Broker has not itself received payment for the same.

Use of Placing Proceeds

UNDERTAKINGS

Material transactions

Restrictions on issues of shares and other securities by the Company

issue, offer, lend, mortgage, assign, charge, pledge, sell, contract to sell or issue, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of or announce any offering or issuance of any Ordinary Shares, Subscription Shares, or any interest in Ordinary Shares, Subscription Shares, or any securities convertible into or exchangeable for or substantially similar to Ordinary Shares, Subscription Shares, or any interest in Ordinary Shares or Subscription Shares; or

enter into any swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares, whether any such swap or other transaction is to be settled by the delivery of Ordinary Shares or such other securities, in cash or otherwise.

the issue and offer by or on behalf of the Company of the Placing Shares;

any issuance of ADSs or Ordinary Shares or securities convertible into or exercisable for Ordinary Shares or ADSs pursuant to the conversion or exchange of convertible or exchangeable securities outstanding as of the date of this Agreement;

the grant and exercise of options and grant and settlement of other awards and the issuance of equity securities in connection therewith pursuant to the option, other equity incentive, and employee share purchase plans operated by the Company as at the date of this Agreement;

the issue of equity securities in connection with a transaction or proposal that has been previously disclosed by the Company or which is disclosed in the Placing Announcement or the Circular, including but not limited to issuance of equity securities in connection with the senior convertible bonds due in April 2027 issued to Heights Capital Ireland LLC; and

any other issuance, grant or conversion of securities of the Company disclosed to Stifel prior to the date of this Agreement.

Material information

Omissions

Supply of information

Consultation on future developments

any major new developments in its sphere of activity which are not public knowledge which may, by virtue of the effect of those developments on its assets and liabilities or financial position or on the general course of its business, lead to substantial movement in the price of the Ordinary Shares or any other listed securities of the Group;

any change in the Company’s financial condition or in the performance of its business or in the Company’s expectation of its performance which, if made public, would be likely to lead to substantial movement in the price of the Ordinary Shares or any other listed securities of the Group; and

any proposals or circumstances which may lead to any such developments or changes as set out in Clause 9.6 (a) or (b) above.

No amendments to Placing Documents

Maintenance of admission to AIM

Share capital

Compliance with Laws

Compliance with Securities Laws

The Company undertakes to the Broker to conduct the Placing in accordance with the terms of this Agreement and in compliance with the Market Rules and not to take any action directly or indirectly that would require or constitute a public offering of the Placing Shares, in any jurisdiction nor to permit the distribution of any Placing Document or other material in any country or jurisdiction where it would be unlawful to do so or where further action for that purpose is required to be taken.

The Broker undertakes that it and any persons acting on its behalf will offer or sell the Placing Shares pursuant to the Placing only (i) with respect to offers and sales outside the United States to non-US Persons, in offshore transactions (within the meaning given in Rule 902 of Regulation S) meeting the requirements of Regulation S, or (ii) with respect to offers and sales to US Persons, only to a limited number of persons reasonably believed to be QIBs as defined in Rule 144A under the US Securities Act, in transactions not involving a public offering within the meaning of Section 4(a)(2) of the US Securities Act.

The Company will not allot, or authorise the offer or sale or issue of, any of the Placing Shares in circumstances where such allotment or authorisation would constitute a breach of applicable overseas securities laws, including without limitation the US Securities Act, the US Exchange Act and the US Investment Company Act.

The Company will not, nor any Affiliate, or any person acting on its behalf (other than the Broker, as to whom it makes no undertaking) will, directly or indirectly, make offers or sales of any security, or solicit offers to buy or subscribe for any security or otherwise will negotiate in respect of any security which is or would be integrated with the sale of the Placing Shares or otherwise in a manner that would require the Placing Shares to be registered under the US Securities Act.

WARRANTIES

The Company represents, warrants and undertakes to the Broker in the terms of Schedule 1 (Warranties). The Warranties shall remain in full force and effect notwithstanding Admission.

Immediately before each of:

the execution of the Placing Term Sheet;

the date of the publication of any Supplementary Placing Announcement;

First Admission; and

Second Admission,

The Company acknowledges that the Broker has relied on the Warranties in entering into this Agreement. Each of the Warranties shall be construed as a separate warranty and shall not be limited by the terms of any of the other Warranties or by any other term of this Agreement and any claims may be made whether or not the Broker, prior to signing this Agreement, knew or could have discovered (whether by investigation made by it or on its behalf into the affairs of the Company or any Group Company) that such Warranty had not been complied with or carried out, or is otherwise untrue or misleading.

Where any of the Warranties are qualified by an expression of awareness, knowledge, information or belief, that Warranty shall be deemed to include an additional statement that it has been made after due and careful enquiry by the Company into the subject matter of that Warranty and the awareness, knowledge, information or belief of each Director shall be imputed to the Company.

The Company shall make due and careful enquiries during the period prior to (i) First Admission or (ii) Second Admission to ascertain whether any of the Warranties has become or is likely to become untrue or inaccurate or misleading.

If at any time prior to (i) First Admission or (ii) Second Admission:

any breach of any of the Warranties or any matter, fact, circumstance or event which might reasonably be expected to give rise to such a breach shall come to the knowledge of the Company; or

any matter, fact, circumstance or event shall come to the knowledge of the Company which, if the Warranties were repeated at such time, would render the Warranties untrue, inaccurate or misleading,

If, at any time prior to (i) First Admission or (ii) Second Admission, the Broker shall receive notification pursuant to Clause 10.6 or it shall otherwise become aware that any of the Warranties is or has become or is likely to become untrue, inaccurate or misleading either when given or if it were repeated at any time before First Admission or Second Admission by reference to the facts or circumstances existing at the time of repetition, the Broker may (without prejudice to its right to terminate its obligations under this Agreement pursuant to Clause 12 (Termination)) require the Company, to the extent permitted by applicable law or regulation, at the Company’s sole expense to make or cause to be made such announcement and/or despatch such communication as the Broker, acting in good faith, may determine, provided that the Broker shall be given reasonable opportunity to review and comment on such announcement or communication and the Company will not publish or despatch any announcement or communication without the prior written consent of the Broker except to the extent necessary to ensure compliance with the Market Rules.

Warranty Confirmation Letters

The Company shall procure that the Warranty Confirmation Letters are delivered to Oberon no later than 5:00 p.m. on the Business Day prior to the Admission Dates (or such later time and/or date as Oberon and the Company may agree) in the agreed form as set out in Schedule 3 and 4.

The Warranty Confirmation Letters will have effect as a representation and warranty, as of its date, by the Company to Oberon as to the matters contained therein.

Consequence of disclosure

INDEMNITIES

The Broker will be entitled to defend, compromise, settle and deal with any Claim as it may see fit. The Broker will, to the extent reasonable and practicable in the circumstances and subject to any legal privilege, confidentiality restraints or to any requirement imposed by its insurers or the insurers of any of its other Indemnified Persons, consult with the Company and keep the Company informed in relation to any such Claim and supply the Company with such information and copies of relevant documents in relation to any Claim that the Company reasonably requests.

Without prejudice to the generality of Clause 11.1 and 11.4, the Company undertakes with the Broker and each other Indemnified Person that if HMRC or any other applicable Taxation Authority brings into any charge to Taxation any sum payable under the indemnities contained in Clause 11 the amount so payable shall be increased by such additional amount as will ensure that the person to whom payment is made will retain, after payment of the tax so chargeable, the amount it would have retained had no such tax been payable.

The parties agree and undertake that all sums payable under this Agreement shall be paid in full, free and clear of all deductions or withholdings for or on account of Tax, unless the deduction or withholding is required by law. If any such deductions or withholdings are required by law to be made from any sums payable by the Company under this Agreement, the Company shall be obliged to pay such additional sum as will, after such deductions or withholdings have been made, leave the person to whom payment is made with the same amount as that person would have been entitled to receive in the absence of such requirement to make a deduction or withholding. For the avoidance of doubt, nothing in this Agreement shall confer any right of access on the Company to any records or other information of the Broker or any other Indemnified Person.

To the extent that the Broker or any other relevant Indemnified Persons subsequently obtains any tax credit, allowance or repayment of tax as a result of the Company paying to that person any additional amount pursuant to Clause 11.3 or 11.4 or as a result of or in connection with the circumstances giving rise to the payment of any additional amount pursuant to Clause 11.3 or 11.4, that person shall notify the Company and shall remit to the Company an amount which equates to such part of such tax credit, allowance, repayment or relief as shall leave such Indemnified Persons after such remittance in no better or worse position (having regard to the time value of money) than it would have been in had the payer not been required to make such increased payment to it. Such remittance shall be paid:

insofar as the tax credit comprises a repayment of Taxation, within 10 Business Days of the receipt by the Broker or the other Indemnified Persons of any such repayment; and

insofar as any tax credit comprises a relief, allowance, exemption, set-off, deduction or credit from, against or in respect of Taxation (“Relief”), within 10 Business Days of the date on which the Broker or the other Indemnified Persons utilises such Relief (being the date on which, but for the Relief, the Broker or the relevant Indemnified Persons would have been obliged to pay Taxation).

The Company agrees that, to the fullest extent permitted by law and applicable regulation, no Indemnified Persons shall have any liability (whether direct or indirect) to the Company or any of its Affiliates or any of its or their respective directors, officers, employees and agents for or in connection with the Placing or any transactions or conduct in connection with the Placing except to the extent that any Losses incurred by the Company in connection with the Placing are Finally Judicially Determined to have arisen from any Indemnified Persons fraud, wilful default or gross negligence.

Neither the Broker nor any other Indemnified Persons shall be liable for any loss of expected profit, opportunity or business or any indirect, special or consequential loss (howsoever arising) of the Company or any other person. Nothing in this Clause 11 shall apply in relation to any particular Loss to the extent that the application of this Clause 11 in relation to the Loss would have the effect of excluding or restricting any duty or liability which the Broker may have to the Company under FSMA or the applicable regulatory system (as defined in the FCA Handbook).

Notwithstanding any rights or claims which the Company or any of the Directors, officers or employees of the Company may have or assert against any Indemnified Persons in connection with this Agreement, the Placing or any of the other arrangements contemplated by the Placing Documents or this Agreement, no claim will be brought by the Company, the Directors, officers or employees of the Company against any director or any other officer and/or employee of any Indemnified Persons in respect of any conduct, action or omission by the individual concerned in connection with this Agreement, the Placing, or any of the other arrangements contemplated by the Placing Documents or this Agreement, including the amount at which the Placing Price is fixed and the Company agrees to procure that no such claim is made by any member of the Group or any of its associated companies, directors or employees and to indemnify each such director, officer or employee of an Indemnified Persons in respect of any loss or claim suffered or incurred by such a person in respect of such a claim. Nothing in this Agreement shall exclude or limit the liability of the Broker (or any of its Affiliates) or any of their respective directors, employees or consultants to the Company (i) in respect of any fraud or fraudulent concealment on the part of any of them or (ii) to the extent that liability may not be excluded or limited by any applicable law or regulation.

The Company agrees that it will not, without the prior written consent of the Broker, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened Claim in respect of which indemnification may be sought under this Clause 11 by the Broker or any other Indemnified Persons (whether or not the Broker or such other Indemnified Persons is an actual or potential party to such Claim) unless such settlement, compromise or consent includes an unconditional and full release of the Broker and/or such Indemnified Persons from all liability arising out of such Claim and does not include a statement as to or an admission of fault, culpability or failure to act, by or on behalf of any Indemnified Persons.

If the Company enters into any agreement or arrangement with any third party adviser (“Third Party Adviser”) for the purpose of or in connection with the Placing, the terms of which provide that the liability of the Third Party Adviser to the Company is excluded or limited in any manner, and either the Broker or any other Indemnified Persons may have joint or joint and several liability with such Third Party Adviser to the Company arising out of the performance of its duties under this Agreement, the Company shall:

not be entitled to recover any amount from the Broker or any other Indemnified Persons which, in the absence of such exclusion or limitation, the Broker or such Indemnified Persons would have been entitled to recover from such Third Party Adviser pursuant to the Civil Liability (Contribution) Act 1978;

indemnify the Broker and/or any other Indemnified Persons in respect of any increased liability to any third party which would not have arisen in the absence of such exclusion or limitation; and

take such other action as the Broker and/or such other Indemnified Persons may reasonably require to ensure they are not prejudiced as a consequence of such agreement or arrangement.

Any action to enforce Clauses 11.2, 11.4, 11.5, 11.7, 11.9 or 11.11 may only be initiated by an Indemnified Persons with the prior written consent of the Broker, which consent may, if given, be given on and subject to such terms as the Broker may determine.

All sums payable to an Indemnified Persons pursuant to this Clause 11 shall be paid within 30 days of written demand by such Indemnified Persons.

TERMINATION

If at any time before First Admission, the Broker becomes aware that:

any statement contained in any Placing Document is or has become or has been discovered to be untrue, misleading or inaccurate or any matter has arisen which would, if the Placing Documents were to be issued at that time, constitute an inaccuracy or omission therefrom which in the opinion of the Broker, acting in good faith, is material in the context of the Placing, First Admission or Second Admission or any of the transactions contemplated by this Agreement; or

any of the Warranties was, when given, untrue, inaccurate or misleading; or

any of the Warranties is not, or has ceased to be, true, accurate or not misleading (or would not be true, accurate or not misleading if then repeated) by reference to the facts subsisting at the time; or

there has occurred a suspension or cancellation by the LSE in the Company’s securities; or

the Company has failed to comply with any of its obligations under this Agreement in any case which is material in the context of the Placing; or

a matter has arisen in respect of which indemnification may be sought from the Company by an Indemnified Persons under Clause 11; or

a matter, fact, circumstance or event has arisen such that in the opinion of the Broker, acting in good faith, a Supplementary Placing Announcement is required to be published; or

there is introduced, or there is a public announcement of a proposal to introduce, any change in Market Rules or any other applicable law in the United Kingdom or the US, which does or is likely to prohibit or restrict the Placing, capital issues or stock markets or materially adversely affect the Group; or

there has occurred, in the Broker’s opinion, acting in good faith, a Material Adverse Change,

If, at any time before First Admission, there occurs:

any change, or development involving a prospective change, in national or international, military, diplomatic, monetary, economic, political, financial, industrial or market conditions or exchange rates or exchange controls, or any incident of terrorism or outbreak or escalation of hostilities or any declaration of a national emergency or war or any other calamity or crisis, in each case, in any jurisdiction; or

a suspension of trading in securities generally on the LSE or generally on any stock exchange or trading in any stock exchange or over-the-counter market is materially disrupted or minimum or maximum prices have been established on any such exchange; or

a declaration of a banking moratorium in London or by the US federal or New York State authorities or the European Central Bank or any material disruption to commercial banking or securities settlement or clearance services in the US or the UK,

Subject to Clause 2.9, if at any time after First Admission and before Second Admission, the Broker becomes aware that:

any statement contained in any Placing Document is or has become or has been discovered to be untrue, misleading or inaccurate or any matter has arisen which would, if the Placing Documents were to be issued at that time, constitute an inaccuracy or omission therefrom which in the opinion of the Broker, acting in good faith, is material in the context of the Second Tranche Non-EIS/VCT Placing or Second Admission or any of the transactions contemplated by this Agreement; or

any of the Warranties was, when given, untrue, inaccurate or misleading; or

any of the Warranties is not, or has ceased to be, true, accurate or not misleading (or would not be true, accurate or not misleading if then repeated) by reference to the facts subsisting at the time; or

there has occurred a suspension or cancellation by the LSE of trading in the Company’s securities; or

the Company has failed to comply with any of its obligations under this Agreement in any case which is material in the context of the Second Tranche Non-EIS/VCT Placing and the Subscription; or

a matter has arisen in respect of which indemnification may be sought from the Company by an Indemnified Persons under Clause 11; or

a matter, fact, circumstance or event has arisen such that in the opinion of the Broker, acting in good faith, a Supplementary Placing Announcement is required to be published; or

there is introduced, or there is a public announcement of a proposal to introduce, any change in Market Rules or any other applicable law in the United Kingdom or the US, which does or is likely to prohibit or restrict the Second Tranche Non-EIS/VCT Placing, capital issues or stock markets or materially adversely affect the Group; or

there has occurred, in the Broker’s opinion, acting in good faith, a Material Adverse Change,

Subject to Clause 2.9, if, at any time after First Admission and before Second Admission, there occurs:

any change, or development involving a prospective change, in national or international, military, diplomatic, monetary, economic, political, financial, industrial or market conditions or exchange rates or exchange controls, or any incident of terrorism or outbreak or escalation of hostilities or any declaration of a national emergency or war or any other calamity or crisis, in each case, in any jurisdiction; or

a suspension of trading in securities generally on the LSE or generally on any stock exchange or trading in any stock exchange or over-the-counter market is materially disrupted or minimum or maximum prices have been established on any such exchange; or

a declaration of a banking moratorium in London or by the US federal or New York State authorities or the European Central Bank or any material disruption to commercial banking or securities settlement or clearance services in the US or the UK,

If this Agreement is terminated under Clause 5.4 or by the Broker under this Clause 12 (Termination):

the Company shall procure that any application for First Admission and/or Second Admission is withdrawn and that First Admission and/or Second Admission does not occur;

the Company shall, if so requested by the Broker, make an announcement via a Regulatory Information Service and/or press announcement in such form as the Broker may require; and

the provisions of Clause 2.5 shall apply as if the Conditions set out in Clause 2.1 and/or Clause 2.2 had not been fulfilled.

FEES, COMMISSIONS AND EXPENSES

In consideration of the Broker’s services in connection with the Bookbuild and the Placing, the Company shall pay to the Broker:

an amount equal to 5 % of the gross value of equity subscribed into the Company by any new shareholders pursuant to the Placing, such new shareholders to be notified of to the Company; and

an amount equal to 1.5% of the gross value of any equity subscribed into by existing shareholders of the Company, including any equity subscribed into the Company by the existing directors, subject to a minimum aggregate commission (including those payable pursuant to paragraph (a) of £400,000.

In addition to the fees and commission referred to in Clause 13.1, the Company shall pay all other costs, charges and expenses of and incidental to the First Admission, Second Admission, the Placing and the issue of any Placing Shares including, without limitation, all printing, advertising and distribution costs, LSE fees, the fees of the Registrars, all accountancy, legal or other professional fees and expenses of the Broker and all stamp duty and stamp duty reserve tax (if any) payable by the Placees subscribing for Placing Shares pursuant to the Placing Documents (together in all cases with any VAT thereon) and the Company shall reimburse the Broker accordingly.

All fees, commissions, costs and expenses payable to the Broker pursuant to Clause 13.1 or Clause 13.2 (including any VAT payable pursuant to Clause 13.4) may be satisfied by way of set-off of such fees, commissions, costs and expenses against the proceeds payable to the Company under Clause 8.2. Set-off of these amounts under this Clause 13.3 will constitute the absolute discharge of the Company’s obligations to pay those amounts, but only to the extent of the amounts deducted and no further. To the extent that payment is not set-off in accordance with this Clause 13.3, the Company shall pay to the Broker such fees, commissions, costs and expenses payable within five Business Days of being notified in writing by the Broker in respect of the relevant amounts. Payment of such amounts (if any) to the Broker will constitute the absolute discharge of the Company’s obligations to pay those amounts.

Where in pursuance of Clause 13, a sum (the “relevant sum”) is to be paid or reimbursed by the Company to the Broker in respect of any amount and that amount includes an amount in respect of VAT (the “VAT element”), the Company shall pay an amount to the Broker by reference to the VAT element calculated as follows:

if the relevant sum constitutes for VAT purposes a reimbursement to the Broker of any amount incurred by the Broker for the supply of goods or services (other than falling within Clause 13.4(b)), a sum equal to the proportion of the VAT element which the Broker certifies represents irrecoverable input tax in the hands of the Broker, that certificate to be conclusive in the absence of manifest error; or

if the relevant sum constitutes for VAT purposes a disbursement and is a reimbursement of an amount incurred by the Broker as agent for the Company, a sum equal to the whole of the VAT element.

Unless otherwise stated, all payments made pursuant to this Agreement are exclusive of VAT. Where a payment or reimbursement by the Company to the Broker in respect of any amount constitutes consideration for any supply of services by the Broker to the Company, the Company shall, in addition to the amounts otherwise payable, pay to the Broker the amount of any VAT charged by the Broker in respect of such supply, that payment to be made, save as set out in Clause 13.3, within five Business Days of the later of the Broker requesting the same and receipt by the Company of an appropriate tax invoice from the Broker.

TIME OF THE ESSENCE

SURVIVORSHIP

ASSIGNMENT

ENTIRE AGREEMENT

This Agreement together with the Broker Engagement Letter and the Nomad Engagement Letter (together with the documents entered into under this Agreement or at the same time as it) constitute the whole agreement and understanding between the parties in relation to the Placing, provided that in the case of any conflict or inconsistency between the Agreement and the Broker Engagement Letter and the Nomad Engagement Letter, the provisions of this Agreement shall prevail.

Nothing in this Agreement shall be read or construed as excluding any liability or remedy in respect of fraud.

FURTHER ASSURANCE

execute any document and do anything else that another party reasonably requires to give effect to this Agreement and the transactions intended to be effected by it; and

use reasonable endeavours to procure that any relevant third party does the same.

CUMULATIVE RIGHTS

THIRD PARTY RIGHTS

The rights comprising the benefit of all provisions in this Agreement intended to apply to and be for the benefit of any Indemnified Person, other than the Broker (the “Third Party Rights”) are conferred on those Indemnified Persons and are enforceable in accordance with the Contracts (Rights of Third Parties) Act 1999 (“Third Parties Act”), subject to this Clause. In the event of any conflict between the Third Parties Act (including, for the avoidance of doubt, any judicial interpretation of that Act) and the remainder of this Clause 20, this Clause 20 shall prevail.

The Broker may exercise the Third Party Rights in all respects on behalf of each Indemnified Persons at its sole discretion as if the Broker was such Indemnified Persons. All Third Party Rights (including, without limitation, enforcement rights) are exercisable against the Company only indirectly, through the Broker in accordance with this Clause 20 and are not exercisable by any other Indemnified Persons directly against the Company other than with the prior written consent of the Broker and then only to the extent permitted by such consent. Any such consent may be withheld at the Broker’s absolute discretion and may be given subject to such restrictions as the Broker may impose in its absolute discretion on the Indemnified Persons. The terms of any such consent may be varied or waived by the Broker at its absolute discretion.

The Broker does not owe any duty to any other Indemnified Persons nor to any other person that is not a party to this Agreement, nor will the Broker be liable to any other Indemnified Persons or to any other such person for any act or omission of any kind or for any exercise of any discretion in any way, in respect of any Third Party Rights or in respect of any other matter concerning or relating to this Agreement.

No term of this Agreement is enforceable by any person who is not a party to it other than as referred to in this Clause 20.

Any termination, rescission, amendment, variation or waiver of all or any part of this Agreement is not subject to the consent of any person that is not a party to this Agreement (including, without limitation, any Indemnified Persons other than the Broker).

WAIVER

VARIATIONS

INVALIDITY

The illegality, invalidity or unenforceability of any provision of this Agreement under any law of any jurisdiction shall not affect or impair the legality, validity or enforceability of the rest of this Agreement, nor the legality, validity or enforceability of that provision under the law of any other jurisdiction.

If any provision of this Agreement is held to be illegal, invalid or unenforceable under any law of any jurisdiction, that provision shall if possible, apply in that jurisdiction with whatever modification or deletion is necessary so as best to give effect to the intention of the parties as recorded in this Agreement.

COMMUNICATIONS

Communications under this Agreement shall be in English in writing and delivered by hand or sent by recorded delivery post (or airmail, if the destination is outside the country of origin) or email to the relevant party at its address or number and for the attention of the individual set out below (or as notified in accordance with Clause 24.2).

Company

Address:

2 Leman Street, London

United Kingdom

E1W 9US

Email address:

Attention:

Broker

Address:

Email address:

nicklovering@oberoninvestments.com and

mikeseabrook@oberoninvestments.com

Attention:

A party may notify the other parties of a change to its details specified in Clause 24.1. Any new address shall take effect as against the other parties five Business Days after receipt of that notice or such later date as may be specified in the notice.

Without evidence of earlier receipt, communications complying with Clause 24.1 are deemed received:

if delivered by hand, at the time of delivery; or

if sent by ‘Recorded Signed For’ delivery, at 9:00 a.m. on the second, or (if sent by airmail) fifth, Business Day after posting; or

if sent by email, at the earlier of:

the time a delivery receipt is generated automatically by the recipient’s email server;

the time the recipient acknowledges receipt; or

24 hours after transmission, unless the sender receives notification that the email has not been successfully delivered; or

in the case of a notice from the Broker pursuant to Clause 12.1 or Clause 12.2 only, if by oral communication whether by telephone or in person with immediate effect (with email confirmation to follow).

Other than in relation to a notice to the Broker pursuant to Clause 12.1 or Clause 12.2, if deemed receipt would occur before 9:00 a.m. on a Business Day, it shall instead be deemed to occur at 9:00 a.m. on that day and if deemed receipt would occur after 5:00 p.m. on a Business Day, or on a day which is not a Business Day, it shall instead be deemed to occur at 9:00 a.m. on the next Business Day. References in this Clause to a time of day are to the time of day at the location of the recipient.

In proving the giving of a communication, it shall be sufficient to prove that delivery was made to the appropriate address, the communication was properly addressed and posted by prepaid recorded delivery post or prepaid airmail or, subject to the proviso in Clause 22.3(c), the email was sent to the appropriate email address and dispatch of transmission from the sender’s external gateway was confirmed as specified pursuant to Clause 24.1.

If a person for whose attention communications must be marked or copied has been specified pursuant to Clause 24.1 a communication will be effective only if it is marked for that person’s attention or copied to that person (as the case may be).

This Clause 24 (Communications) does not apply to the service of any document required to be served in relation to legal proceedings.

COUNTERPARTS

GENERAL

Any of the documents in the agreed form may only be amended with the prior approval of the Broker and references to such documents in this Agreement shall, where appropriate, be construed as references to such documents as so amended.

All payments provided for in this Agreement shall be made in pounds sterling.

PRODUCT GOVERNANCE

Each party acknowledges that for the purposes of the PROD Rules, the Broker considers itself to be acting as a manufacturer of the Placing Shares in connection with the Placing.

Solely for the purposes of the UK Product Governance Requirements, the Broker acknowledges that it understands the responsibilities conferred upon it under the UK Product Governance Requirements relating to: (i) the target market for the Placing; (ii) the eligible distribution channels for dissemination of the Placing Shares, each as set out in the Placing Announcement; and (iii) the requirement to carry out a product approval process.

The Company shall, upon request, within a reasonable period provide to the Broker all such information within the Company’s possession as might reasonably be required by the Broker for the performance of its obligations under the PROD Rules, taking into account the proportionate application of the PROD Rules in the context of the Placing.

If the Broker enters into an arrangement with any Third Party Distributor in connection with the Placing which results in the Third Party Distributor becoming subject to any of the obligations applicable to distributors under the PROD Rules (or any equivalent rules in any EEA jurisdiction other than the UK) whether by way of operation of law, regulation or direction of a relevant regulator or as a result of contractual obligations (or any combination thereof) the Company agrees that it shall, upon request, provide all such information in the Company’s possession to the Third Party Distributor (or, where applicable, to the Broker to provide to the Third Party Distributor) as may reasonably be necessary for the performance by the Third Party Distributor of the Third Party Distributor’s obligations under the PROD Rules (or any equivalent rules of another EEA jurisdiction).

When providing any information for the purposes of this Clause 27, the Company shall expressly identify to the Broker any information that is not intended to be provided to prospective Placees.

GOVERNING LAW AND JURISDICTION

This Agreement and any dispute, claim or obligation (whether contractual or non-contractual] arising out of or in connection with it, its subject matter or formation (and, unless provided otherwise, any document entered into in connection with it) shall be governed by and construed in accordance with English law.

Subject to Clause 28.3, the English courts have exclusive jurisdiction to determine any dispute arising in connection with this Agreement (and, unless provided otherwise, any document entered into in connection with it), including disputes relating to any non-contractual obligations.

Nothing in this Agreement shall prevent the Broker from bringing proceedings in the courts of any other country which may (but for a provision of this Agreement) have jurisdiction.

CORPORATE CAPACITY

The Company has been duly incorporated and is validly existing as a public limited company under the laws of England and Wales.

Each Group Company has been duly incorporated and validly exists as a body corporate under the laws of its jurisdiction of incorporation.

The Company and each Group Company has the right, power and authority to carry on its activities in the ordinary and usual course of its business.

Pursuant to resolutions duly passed in general meeting of the Company, the Directors have the necessary power under the Articles to allot and issue the EIS/VCT Placing Shares and the Second Tranche Non-EIS/VCT Placing Shares in accordance with the arrangements provided for in this Agreement.

Subject to passing of the Resolutions at the General Meeting in respect of the Second Tranche Non-EIS/VCT Placing Shares, the Subscription Shares and the Conversion Shares for the Second Admission, the Company and the Directors will have the necessary power under the Articles to allot and issue the Second Tranche Non-EIS/VCT Placing Shares, the Subscription Shares and the Conversion Shares in accordance with the arrangements provided for in this Agreement and to pay the fees, commissions and expenses provided in this Agreement in accordance with such agreements and to enter into, perform all the obligations and complete all the arrangements contemplated by this Agreement in accordance with its terms without any further sanction or consent by members of the Company or any class of them, and all other authorisations, approvals, consents and licences required for the entering into of this Agreement by the Company have been obtained and remain in full force and effect.

The execution and performance by the Company of its obligations under this Agreement, the publication and distribution of the Placing Documents, the issue of the Placing Shares in accordance with this Agreement and the granting of permission to admit the New Ordinary Shares to trading on AIM will comply in all respects with the Companies Act, the Market Rules, FSMA, the Financial Services Act and all other relevant laws and regulations and all agreements to which each Group Company is a party or by which it is bound and will not exceed or infringe any restrictions or the terms of any contract, obligation or commitment by or binding upon any such company’s boards of directors, or result in the imposition or variation of any rights or obligations on any such company.

INFORMATION IN THE PLACING DOCUMENTS

All statements of fact in the Placing Documents are true and accurate in all material respects and not misleading by omission or otherwise, and all expressions of opinion, intention and expectation in the Placing Documents are truly and honestly held and either fairly based upon facts within the knowledge of the Company or made on reasonable grounds after due and careful consideration, and there are no facts known or which could on reasonable enquiry be known to the Company which are not disclosed in the Placing Documents or the UK Public Information and which either by their omission would make any statement in the Placing Documents or the UK Public Information false or misleading or which ought properly to be disclosed to a prospective subscriber for or purchaser of shares in the Company or to a nominated adviser or broker to the Company.

The Placing Documents and the UK Public Information contain all information which the Company considers necessary to enable investors to form a full understanding of the assets and liabilities, financial position, profits and losses and prospects of the Group and of the rights attaching to the Placing Shares.

All statements of fact contained in the UK Public Information and the SEC Reports were when made, and save to the extent corrected in the UK Public Information and the SEC Reports remain, true and accurate in all material respects and not misleading, and all forecasts and estimates and all statements of opinion, intention and expectation contained in them were made on reasonable grounds after due and proper consideration and having regard to all information then available to the Company, all such forecasts and estimates have either been met or continue to be based on fair and reasonable assumptions after due and proper consideration of all information now known to it and the Company continues to hold the opinions, intentions and expectations expressed in them after due and proper consideration of all information now known to it.

Other than in respect of the terms of this Agreement, the Company is not aware (having made all reasonable enquiries) of any non-public fact or circumstance:

that, if made public, would be expected to have a material effect upon the market price of the Ordinary Shares or upon the Company and its Group; or

which would require it to make a public announcement under the Market Rules, the Companies Acts or any other applicable law and regulations.

All reasonable enquiries have been made by the Company to ascertain and verify the accuracy of all statements of fact and the reasonableness of all other statements contained in the Placing Documents, and in particular the replies in the Verification Materials have been prepared or approved by persons having appropriate knowledge and responsibility to enable them properly to provide such replies and the replies therein for which an officer or employee of the Group or an adviser to the Company is responsible have been provided with due care and attention and the replies in the Verification Materials apply equally to the contents of the Placing Documents and verify the accuracy of all statements of fact and the reasonableness of all other statements contained in the Placing Documents.

SHARE CAPITAL

All sums due in respect of the issued share capital of each Group Company have been paid to and received by such Group Company and save as set out in the Placing Documents or in an announcement made before the date of this Agreement by Regulatory Information Service there are in force no options or other agreements which require or may require, or confer any right to require, the issue of any shares or other securities of any Group Company now or at any time hereafter.

None of the owners or holders of any of the share capital of any Group Company has any rights, in their capacity as such, in relation to the Group other than as set out in the articles of association of such Group Company.

Compliance has been made with all legal requirements in connection with the formation of the Company and all issues and grants of shares, debentures, notes, mortgages or other securities of the Company and of its subsidiaries.

The New Ordinary Shares will, upon allotment, be free from all claims, charges, liens, encumbrances and equities and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of First Admission in respect of the EIS/VCT Placing Shares and Second Admission in respect of the Second Tranche Non-EIS/VCT Placing Shares, the Subscription Shares and the Conversion Shares.

The Company has power and authority to allot and issue the EIS/VCT Placing Shares in the manner proposed and to enter into and perform this Agreement and all arrangements relating to the Placing of the EIS/VCT Placing Shares without any further authorisation, sanction or consent by members of the Company or any class of them or any other person. Subject to the passing of the Resolutions at the General Meeting, the Company has power and authority to allot and issue the Second Tranche Non-EIS/VCT Placing Shares, the Subscription Shares and the Conversion Shares and to effect the Placing of the Second Tranche Non-EIS/VCT Placing Shares, the Subscription Shares and Conversion Shares in the manner proposed and to enter into and perform this Agreement and all arrangements relating to the Placing of the Second Tranche Non-EIS/VCT Placing Shares, the Subscription Shares and Conversion Shares without

Neither the creation and issue of the Placing Shares nor the performance of this Agreement by the Company will infringe any borrowing limits, or any power, restrictions, or term of any contract, debenture, security, obligation, commitment or arrangement of any Group Company or any of its properties, revenues or assets.

FINANCIAL INFORMATION

The financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the SEC Reports and the UK Public Information:

comply in all material respects with the applicable requirements of the Market Rules;

present fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified;

have been prepared in conformity with US GAAP or IFRS in respect of the financial statements contained in the UK Public Information applied on a consistent basis throughout the periods covered thereby, except in the case of unaudited financial statements, which are subject to normal year-end adjustments and do not contain certain footnotes as permitted by the applicable Market Rules; and

any supporting schedules included or incorporated by reference in the SEC Reports and the UK Public Information present fairly in all material respects the information required to be stated therein; and

the other financial information included or incorporated by reference in the SEC Reports and the UK Public Information has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly in all material respects the information shown thereby.

CohnReznick LLP, the Company’s U.S. auditors for SEC filing purposes, and who have certified certain financial statements of the Company and its subsidiaries, is an independent registered public accounting firm with respect to the Company and its subsidiaries within the applicable rules and regulations adopted by the SEC and the Public Company Accounting Oversight Board (United States) and as required by the US Securities Act.

FINANCIAL AND TRADING POSITION

Since the Accounts Date:

each Group Company has carried on its business in the ordinary and usual course;

there has not been any material change in the Company’s issued share capital (other than the issuance of Ordinary Shares upon exercise of share options described as outstanding in the SEC Reports, and the grant of options and awards under existing equity incentive plans), short-term debt or long-term debt of the Company or its subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of share capital, or any Material Adverse Change, or any development that would reasonably be expected to result in, either individually or in the aggregate, a Material Adverse Change, in or affecting the business, properties, management, financial position, shareholders’ equity, results of operations or prospects of the Company and its subsidiaries taken as a whole;

neither the Company nor any of its subsidiaries have entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent (including any off-balance sheet obligations), that is material to the Company and its subsidiaries taken as a whole;

neither the Company nor any of its subsidiaries have sustained any loss or interference with its business that is material to the Company and its subsidiaries taken as a whole and that is either from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority;

except for the transactions contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company or its subsidiaries or their respective business, properties, operations or financial condition that is required to have been disclosed by the Company under applicable U.S. federal securities laws at the time this representation is made that has not been publicly disclosed prior to the date and time that this representation is made; and

the Company has complied with all of its continuing obligations under the DTRs (insofar as they apply to the Company), UK MAR and the AIM Rules.

No Group Company has any off-balance sheet financing, investment or liability.

INDEBTEDNESS

No material outstanding indebtedness of any Group Company has become repayable before its stated maturity, nor has any security in respect of such indebtedness become enforceable by reason of any default of any Group Company.

No notice has been received and no event or circumstance has occurred or arisen by reason of which any person is, or would with the giving of notice and/or lapse of time and/or the fulfilment of any condition and/or the compliance with any other formality become, entitled to require repayment of any material indebtedness of any Group Company prior to its stated maturity or to take any step to enforce security for any such indebtedness.

No person to whom any material indebtedness which is repayable on demand is owed has demanded or threatened to demand repayment of, or has taken or threatened to take any step to enforce any security for, the same.

The amounts currently borrowed by any Group Company do not exceed any limitation on its borrowing contained in its articles of association, any debenture or other document binding on it. No Group Company has outstanding any loan capital, nor has it factored any of its debts or engaged in financing of a type which would not require to be shown in audited accounts or borrowed any money which it has not repaid, save for borrowings specified in the Accounts.

All of the Group’s material borrowing facilities have been duly executed and are in full force and effect, all undrawn amounts under such borrowing facilities are or will be capable of drawdown and there is nothing which could cause any undrawn amounts under any such borrowing facilities to be unavailable for drawing as required.

ACCOUNTING CONTROLS

The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the US Exchange Act) that are designed to comply with the applicable requirements of the US Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP, including internal accounting controls sufficient to provide reasonable assurance that:

transactions are executed in accordance with management’s general or specific authorisations;

transactions are recorded as necessary to permit preparation of financial statements in conformity with US GAAP and to maintain asset accountability;

access to assets is permitted only in accordance with management’s general or specific authorisation;

the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and

interactive data in eXtensible Business Reporting Language included or incorporated by reference in the SEC Reports fairly presents the information called for in all material respects and is prepared in accordance with the SEC’s rules and guidelines applicable thereto.

The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of:

all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting known to the Company’s management which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarise and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

COMPLIANCE WITH LEGAL AND REGULATORY REQUIREMENTS

Each Group Company has complied and is complying in all respects with the Market Rules.

Save in respect of the Market Rules, each Group Company has complied and is complying in all material respects with all legal and regulatory requirements which are applicable to its business.

Except as disclosed in the UK Public Information and/or the SEC Reports, the Company is not aware of any persons who are or might reasonably be expected to be treated as “acting in concert” (as such term is defined in the City Code on Takeovers and Mergers) in relation to their holdings of Ordinary Shares.

SANCTIONS, ANTI-BRIBERY AND ANTI-CORRUPTION

There are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings, including without limitation, any proceedings, inquiries or investigation by the LSE (“Actions”) pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, could reasonably be expected to result in a Material Adverse Change; no such Actions are threatened or, to the knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions that are required under the US Securities Act to be described in the SEC Reports that are not so described in the SEC Reports and (ii) there are no statutes, regulations or contracts or other documents that are required under the US Securities Act to be filed as exhibits to the SEC Reports that are not so filed as exhibits to the SEC Reports or described in the SEC Reports.

At all times in the three years preceding the date of this Agreement, no Group Company nor any of their respective directors, officers, or employees nor, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of any Group Company has:

used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity;

made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organisation, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office;

violated or is in violation of any provision of any applicable Anti-Corruption Laws; or

made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. Each Group Company has instituted, and maintains and enforces, policies and procedures designed to promote and ensure compliance with all applicable Anti-Corruption Laws.

The operations of each Group Company are and have been conducted at all times in compliance in all material respects with the Anti-Money Laundering Rules and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving any Group Company with respect to the Anti-Money Laundering Rules is pending or, to the knowledge of the Company, threatened.

No Group Company nor any of their respective directors or officers nor, to the knowledge of the Company or the Directors, any employees, agent, or affiliate or other person associated with or acting on behalf of any Group Company is currently the subject or the target of any Sanctions, nor is any Group Company located, organised or resident in a Sanctioned Country.

For the past 5 years, each Group Company has not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Nothing in Warranties 9.3, 9.4 and 9.5 shall impose obligations on the Company that will cause the Company to be, and will only apply to the extent that it does not cause the Company to be, in violation of any provisions of the Blocking Regulation and/or any similar or associated and applicable national law instrument or regulation which gives effect to the Blocking Regulation.

Neither the Company nor any member of the Group, nor any director, officer, or employee, nor, to the knowledge of the Company or its Directors, any agent or representative of the Company or of any member of the Group, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorisation or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organisation, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage; and the Company and its subsidiaries and associates have conducted their businesses in compliance with applicable Anti-Corruption Laws and have instituted and maintain and will continue to maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein.

CORPORATE GOVERNANCE

The Company is in compliance with all admission requirements and continuing obligations pursuant to the AIM Rules, UK MAR and the DTRs, as amended from time to time (as applicable to the Company).

The directors of the Company have considered the compliance by the Company with the principles of the 2018 Quoted Companies Alliance Governance Code and have established procedures to enable the Company to comply with the principles set out in such governance code.

There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any applicable provision of the Sarbanes- Oxley Act of 2002, as amended, and the rules and regulations promulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications.

COMPLIANCE WITH HEALTH CARE LAWS

The Company and the other Group Companies have operated and currently operate the Group’s business in compliance:

with applicable provisions of the Health Care Laws, including Title XVIII of the Social Security Act, 42 U.S.C. §§ 1395 et seq. (the Medicare statute); Title XIX of the Social Security Act, 42 U.S.C. §§ 1396 et seq (the Medicaid statute); the Anti-Kickback Statute, 42 U.S.C. § 1320a-7b(b); the civil False Claims Act, 31 U.S.C. §§ 3729 et seq.; the criminal False Claims Act 42 U.S.C. § 1320a-7b(a);

the criminal laws relating to health care fraud and abuse, including 18 U.S.C. §§ 286 and 287 and the health care fraud criminal provisions under HIPAA; the Civil Monetary Penalties Law, 42 U.S.C. § 1320a-7a; the Physician Payments Sunshine Act, 42 U.S.C. § 1320a-7h; the exclusion law, 42 U.S.C. § 1320a-7; HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, 42 U.S.C. §§ 17921 et seq.; the FDCA, 21 U.S.C. §§ 301 et seq.; the Public Health Service Act, 42 U.S.C. §§ 201 et seq.; Clinical Laboratory Improvement Amendments of 1988, 42 U.S.C. §§ 263a et seq.;

the regulations promulgated pursuant to such laws; and

any similar federal, state and local laws and regulations of any governmental authority including the Regulatory Agencies applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, storage, import, export or disposal of any of the Company’s or any other Group Company’s products or services, (collectively the “Health Care Laws”) except as would not, singly or in the aggregate, reasonably be expected to be material;

The Company and the other Group Companies:

have not received any Form FDA-483, notice of adverse finding, warning letter, untitled letter or other correspondence or notice from any court or arbitrator or governmental or regulatory authority alleging or asserting material non-compliance with (A) any Health Care Laws or (B) or any licenses, approvals, clearances, exemptions, permits, registrations, authorisations, and supplements or amendments thereto required by any such Health Care Laws (“Regulatory Authorisations”);

have not had any recalls, field corrections, suspensions of manufacturing or distribution, seizures, withdrawals, discontinuations or import holds, alerts, detentions or refusals related to the business or any of the Company’s or its subsidiaries’ products (and so far as the Company is aware, none are threatened or pending);

possess all Regulatory Authorisations required to conduct the business as currently conducted and such Regulatory Authorisations are valid and in full force and effect and neither the Company nor any other Group Company is in violation in any material respect of any term of any such Regulatory Authorisations.

have not received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action (“Proceeding”) from any governmental authority including any Regulatory Agency or any other third-party alleging a material violation of any Health Care Laws or Regulatory Authorisations or limiting, suspending, modifying, or revoking any material Regulatory Authorisations, and has no knowledge that any governmental authority including any Regulatory Agencies or any other third- party is considering any Proceeding;

have filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Health Care Laws or Regulatory Authorisations (“Reports”) and

are not a party to or have no ongoing reporting obligations pursuant to any corporate integrity agreements, deferred prosecution agreements, monitoring agreements, consent decrees, settlement orders, plans of correction or similar agreements with or imposed by any governmental authority including any Regulatory Agencies; and

along with the employees, officers and directors, have not been excluded, suspended or debarred from, or otherwise ineligible for participation in any government health care program or human clinical research.

LICENCES AND PERMITS

No Company and each other Group Company possess all licenses, sub-licenses, certificates, permits and other authorisations issued by, and have made all declarations and filings with, the appropriate and applicable federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in the UK Public Information, except where the failure to possess or make the same would not, individually or in the aggregate, be material.

Neither the Company nor any of other Group Company has received notice of any revocation or modification of any such license, sub-license, certificate, permit or authorisation or has any reason to believe that any such license, sub-license, certificate, permit or authorisation will not be renewed in the ordinary course.

INSURANCE

ASSETS

CONTRACTS AND ARRANGEMENTS

Save as disclosed in the SEC Reports, no Group Company is a party to, or has rights under, any contract or arrangement, otherwise than by way of a bargain at arm’s length.

There are no contracts, arrangements or understandings (whether legally enforceable or not) to or under which any Group Company is a party or has rights and in which any person is interested or has rights who is or was a director or shareholder of any Group Company or who has any interest or right in relation to any shares in any Group Company (or any person who is connected with any such person) relating to the management of any business of any Group Company or the appointment or removal of any director of any Group Company or the ownership or transfer of ownership of any of their respective assets or which concerns the provision of any finance, goods, services or other facilities to or by any Group Company or any other matter concerning any Group Company or its affairs.

The Company is not aware of the invalidity of or grounds for rescission, avoidance or repudiation of any agreement or other transaction to which any Group Company is a party and which is material to the business and/or financial position of any Group Company, and no Group Company has received notice of any intention to terminate any such agreement or repudiate or disclaim any such transaction.

No event has occurred, is subsisting or, so far as the Company is aware, is about to occur which constitutes or would constitute a default, or result in the acceleration by reason of default, of any obligation under any agreement, undertaking, instrument or arrangement to which any Group Company is a party or by which any Group Company or any of its properties, revenues or assets are bound which would, or might reasonably in any such case, be expected to be material.

No Group Company is in any way liable (including on a contingent basis) in respect of the obligations or activities of any other company or person whatsoever.

TAXATION

The Company and each Group Company (i) have paid all U.S. federal, state, local and non-U.S. taxes and have filed all tax returns required to be paid or filed through the date hereof; and (ii) do not have any tax deficiency that has been, or could reasonably be expected to be, determined adversely to the Company or any Group Company, except as in each of the cases described in clauses (i) and (ii) above are being contested in good faith and for which reserves in accordance with US GAAP have been made.

CORPORATE CRIMINAL OFFENCE

The Company has in place (and has had in place at all times since 30 September 2017) such prevention procedures (as defined in sections 45(3) and 46(4) of the CFA 2017) as are proportionate to its business risk and are in line with any guidance published from time to time pursuant to section 47 of CFA 2017.

Neither the Company, nor any person acting in the capacity of a person associated with the Company, is or has been the subject of any investigation, inquiry or enforcement proceedings regarding any offence or alleged offence under Part 3 of the CFA 2017, and no such investigation, inquiry or enforcement proceedings have been threatened or are pending and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings.

LITIGATION

PENSIONS

No Group Company has any obligation, whether or not legally binding, to pay or make any contribution towards any retirement benefits, pension schemes or personal pension schemes or stakeholder arrangements whether in the United Kingdom or overseas, or to provide any retirement, death, disability, accident or sickness pension to or in respect of any directors or employees or person claiming through them including any proposal which has been announced to establish or contribute to such a scheme.

To the best of the Company’s knowledge, information and belief, the Group Company’s pension arrangements (as disclosed by reference to paragraph 20.1 above) have in all material respects been operated in accordance with all applicable rules and laws and regulations and in particular all sums due and contributions payable by any Group Company have been paid.

INSOLVENCY AND JUDGMENTS

No Group Company has taken any action, nor, so far as the Company’s aware, have any other steps been taken or legal proceedings started or threatened against any Group Company for its administration, winding-up, provisional winding-up or dissolution, or for any Group Company to enter into any arrangement or composition for the benefit of creditors, or for the appointment of a receiver, administrator, administrative receiver, provisional liquidator, trustee or similar officer of any Group Company or its respective interests, properties, revenues or assets.

There is no unfulfilled or unsatisfied judgment or court order outstanding against any Group Company.

No Group Company is insolvent or unable to pay its debts within the meaning of section 123 Insolvency Act 1986 (as amended).

INTELLECTUAL PROPERTY

The Company and each other Group Company owns or has the valid, binding, and enforceable licenses or other such rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct or in the proposed conduct of its business.

The Intellectual Property owned by or licensed to the Company and the other Group Companies are free and clear of all material liens and encumbrances.

So far as the Company is aware, the patents, trademarks, and copyrights owned by or licensed to the Company or any other Group Company are valid, enforceable and subsisting.

The Company and each Group Company has complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Group, and all such agreements that have not expired or have not been intentionally terminated by the Company or any other Group Company are in full force and effect.

The Company’s and each other Group Company’s conduct of their respective businesses does not infringe, misappropriate or otherwise violate any rights to Intellectual Property of any person or entity.

The Company and each other Group Company has not received any written notice of any claim relating to the Intellectual Property owned by or licensed to the Company and its subsidiaries, challenging the validity, enforceability, scope, registration, ownership, or use of such Intellectual Property, and no such action, suit, claim, or other proceeding challenging is pending.

No action, suit, claim, or other proceeding is pending alleging that the Company or any other Group Company is infringing, misappropriating, diluting, or otherwise violating any rights to Intellectual Property of another person or entity with respect to any of the Company’s or any other Group Company’s products, product candidates, processes, or Intellectual Property, and neither the Company and nor any other Group Company has received any written notice of such allegations.

So far as the Company is aware, the Intellectual Property of the Group is not being infringed, misappropriated or otherwise violated by any person or entity.

The Company and the other Group Companies have taken reasonable measures to protect their confidential information and trade secrets and to maintain and safeguard the confidentiality of the confidential information and trade secrets within the Company’s Intellectual Property, including the execution of appropriate nondisclosure and confidentiality agreements.

CYBERSECURITY AND DATA PROTECTION

The Company’s and the other Group Companies’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants.

The Company and the other Group Companies have implemented and maintained commercially reasonable physical, technical and administrative controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data, including “Personal Data” (as defined below) used in connection with their businesses.

To the Company’s knowledge, there have been no breaches, violations, outages or unauthorised uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same.

The Company and its subsidiaries are and have been in material compliance with all applicable laws, directives or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data (“Data Protection Laws”) and to the protection of such IT Systems and Personal Data from unauthorised use, access, misappropriation or modification.

The Company and its subsidiaries have taken all necessary actions to prepare to comply with the GDPR and all other applicable laws and regulations with respect to Personal Data, and for which any non-compliance with same would be reasonably likely to create a material liability.

a natural person’s name, street address, telephone number, e-mail address, photograph, social security number or tax identification number, driver’s license number, passport number, credit card number, bank information, or customer or account number;

any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended;

“personal data” as defined by the General Data Protection Regulation (EU) 2016/679 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended (“GDPR”);

any information which would qualify as “protected health information” under the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (collectively, “HIPAA”); and

any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation.

CLINICAL TRIALS, PRE-CLINICAL STUDIES AND TESTS

The clinical trials, pre-clinical studies and tests (collectively, “Studies”) conducted by and on behalf of the Company and any other Group Company that are described in, or the results of which are referred to in, the SEC Reports and the UK Public Information were and, if still pending, are being conducted in all material respects in accordance with the protocols, procedures and controls designed and approved for such Studies and with standard medical and scientific research procedures and all applicable laws, including, without limitation, the US Federal Food, Drug, and Cosmetic Act and its implementing regulations at 21 C.F.R. Parts 50, 54, 56, 58, and 812.

No Studies involved any investigator who has been debarred or disqualified as a clinical investigator or has been found by a governmental authority to have engaged in scientific misconduct.

Each description of the results of such Studies is accurate and complete in all material respects and fairly presents the data derived from such Studies, and the Company has no knowledge of any other Studies, the results of which call into question the results described or referred to in the SEC Reports and the UK Public Information.

The Company and the other Group Companies have made all such filings and obtained all such approvals as may be required by the US Food and Drug Administration of the United States Department of Health and Human Services or any committee thereof or from any other US or foreign government or drug or medical device regulatory agency, or health care facility Institutional Review Board (collectively, the “Regulatory Agencies”) to conduct such Studies.

The Company and its subsidiaries have not received any notice of, or correspondence from, any Regulatory Agency requiring the termination, suspension or modification of any Studies that are described or referred to in the SEC Reports and the UK Public Information and there are no reasonable grounds for the same.

EMPLOYMENT

There are no amounts owing to any present or former directors or employees of any Group Company other than in respect of accrued remuneration and holiday pay, and reimbursement of business expenses.

No directors or senior management employees of any Group Company have given or been given notice to terminate their contracts of employment.

No Group Company is liable to pay any industrial training levy and has any outstanding undischarged liability to pay to any governmental or regulatory authority in any jurisdiction any tax, contribution or other impost arising in connection with the employment or engagement of employees or directors or consultants by it.

Save to the extent to which provision has been made in the Accounts, no Group Company has incurred any liability for breach of any contract of service, contract for services or consultancy agreement, for redundancy payments (including protective awards) or for compensation for wrongful dismissal or unfair dismissal or for failure to comply with any order for the reinstatement or re-engagement of any employee or for the actual or proposed termination or suspension of employment or variation of any terms of employment of any present or former employee of any Group Company.

NO LABOUR DISPUTES

There is no unfair labour practice complaint pending against the Company, nor, to the Company’s knowledge, threatened against it, before any U.S. or non-U.S. governmental authorities of competent jurisdiction, and no significant grievance or significant arbitration proceeding arising out of or under any collective bargaining agreement is so pending against the Company, or, to the Company’s knowledge, threatened against it and no labor disturbance by or dispute with employees of the Company or any other Group Company exists or, to the knowledge of the Company, is contemplated or threatened.

The Company is not aware of any existing or imminent labour disturbance by, or dispute with, the employees of any of its or its subsidiaries’ principal suppliers, contractors or customers, except as would not result in a Material Adverse Change.

Neither the Company nor any other Group Company has received any notice of cancellation or termination with respect to any collective bargaining agreement to which it is a party.

RELATED PARTIES

There are:

no debts owing to the Company by any Director and/or any person connected or associated with any of them;

no debts owing by the Company to any Director and/or any person connected or associated with any of them other than debts which have arisen in the ordinary course of business; and

no securities for any such loans or debts.

Save as disclosed in the SEC Reports or the UK Public Information, there are no existing contracts or arrangements to which a Group Company is a party and in which any of the Directors and/or any person connected or associated with any of them are interested whether directly or indirectly which are material in the context of the Group taken as a whole.

Save as disclosed in the SEC Reports or the UK Public Information, there are not outstanding, nor during the past five (5) years have been, any arrangements or understandings between any Group Company and any person who is a shareholder, or the beneficial owner of any interest, in any Group Company or in any company in which any Group Company is interested, relating to the management of the relevant company’s business, or the appointment or removal of directors of any Group Company which are material in the context of the Group taken as a whole.

RECORDS AND FILINGS

The register of members and other statutory books and registers of each Group Company have been properly kept and no notice or allegation that any of the same is incorrect or should be rectified has been received by any Group Company.

All returns and particulars, resolutions and other documents required to be filed with or delivered to the Registrar of Companies pursuant to the Companies Acts or any analogous registry or authority in each Group Company’s relevant jurisdiction of incorporation have been properly and correctly made up and duly filed or delivered by or on behalf of each Group Company, except for those that have been rectified or resubmitted without material cost or liability, or filed or delivered without material delay.

All returns and particulars, resolutions and other documents required to be filed with or delivered or notified to the LSE (or other relevant company or securities registry or regulatory authority) pursuant to the Market Rules (or other applicable laws) have been properly and correctly made up and duly filed or delivered by or on behalf of each Group Company, except for those that have been rectified or corrected without material cost or liability.

All information required to be announced by the Company through a Regulatory Information Service or otherwise pursuant to the Market Rules has been so announced and all such information is true and accurate in all material respects and not misleading.

Since 1 January 2021, the Company has filed all SEC Reports on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension.

As of their respective dates, the SEC Reports complied in all material respects with the requirements of the US Exchange Act and, in each case, to the rules promulgated thereunder, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a 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 were made, not misleading.

All information which has been prepared by the Group relating to the Group and its business, properties and liabilities and provided to the Broker including all financial, marketing, sales and operational information provided to the Broker is, as of the date of such information, true and correct in all material respects, and no fact or facts have been omitted therefrom which would make such information materially misleading.

ENVIRONMENTAL LAWS

The Company and each other Group Company:

are in compliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”);

have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and

have not received notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice.

There are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (29.1) above and this (29.2), for any such matter as would not, individually or in the aggregate, reasonably be expected to be material.

There is no material proceeding that is pending or, to the Company’s knowledge, contemplated, against the Company or any other Group Company under any Environmental Laws in which a governmental entity is also a party.

The Company and the other Group Companies are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Group.

None of the Company or the other Group Companies anticipates material capital expenditures relating to any Environmental Laws.

COMPETITION

No Group Company is, nor has been, a party to any agreement or arrangement nor has it been engaged in any practice, which in whole or in part infringes or may be invalidated by any anti- trust, restrictive trade practice, fair trading laws or legislation in any jurisdiction in which the Group carries on business or where its activities may have an effect including but not limited to the Fair Trading Act 1973, Chapters I or II of the Competition Act 1998, the Enterprise Act 2002 or any secondary legislation made under any of them.

No Group Company has:

given any assurances, undertakings or commitments to, or is subject to, any order of or investigation by, or has received any request for information from;

received, nor so far as the Company or any of the Directors are aware, is it likely to receive any process, notice or communication, formal or informal by or on behalf of; and

been or is a party to, or is or has been concerned in, any agreement or arrangement in respect of which a request for guidance or an application for negative clearance and/or exemption has been made to,

DIRECTORS’ RESPONSIBILITIES

The Directors have had explained to them the nature of their responsibilities and obligations in relation to First Admission, Second Admission, the Placing and the Subscription.

The Directors have had explained to them as to their, and the Company’s continuing responsibilities and obligations under the Market Rules, FSMA, and the Financial Services Act, in each case to the extent applicable to the Group, or any other requirement of statute or statutory regulation or applicable legal or regulatory requirements in any jurisdiction in relation to First Admission, Second Admission, the Placing and the Subscription.

None of the directors or officers of any Group Company are now, or have ever been, (i) subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange, or (ii) other than as disclosed in the SEC Reports or UK Public Information, subject to an order preventing, ceasing or suspending trading in any securities of the Company or other public company.

LISTING APPROVAL

The Company has not received any notice from the LSE regarding the delisting of its securities.

The Existing Ordinary Shares are admitted to trading on AIM under the symbol “RENX.”

The Company is in material compliance with all admission and ongoing obligations requirements of the LSE.

A copy of the Investor Presentation.

A copy of the Verification Materials in respect of the Investor Presentation and the Placing Announcement (unless the Verification Materials in respect of the Circular will cover the Placing Announcement in case the Verification Materials in respect of the Circular shall be delivered at the time specified below).

Board Written Resolutions approving, inter alia, the Placing Announcement, the Placing Terms and Conditions and the execution of this Agreement.

A copy of the Pricing Board Written Resolutions.

A copy of the Placing Announcement.

A copy of the Payment Direction Letter.

To the extent not already covered by the Board Written Resolutions referenced in paragraph 3 (Part A) above, the Board Written Resolutions approving, inter alia, the Placing Results Announcement and the Placing Term Sheet.

A copy of the Placing Term Sheet duly executed on behalf of the Company.

A copy of the Results Announcement.

Board Written Resolutions approving, inter alia, the allotment and issue of the EIS/VCT Placing Shares.

A copy of the signed application for First Admission signed by a Director, the secretary of the Company or a duly authorised person for and on behalf of the Company.

A copy of the certificate in the form set out in Schedule 3 signed on behalf of the Company by a duly authorised officer of the Company dated the date of First Admission.

A copy of the Circular, containing a Notice of the General Meeting.

A copy of the Verification Materials in respect of the Circular.

Board Written Resolutions approving, inter alia, the Circular and the allotment of the Second Tranche Non-EIS/VCT Placing Shares, the Subscription Shares and the Conversion Shares conditional on the Resolutions being passed at the General Meeting and Second Admission becoming effective.

A signed print of the Resolutions duly passed at the General Meeting.

Signed copies of the Subscription Agreements.

A copy of the certificate in the form set out in Schedule 4 signed on behalf of the Company by a duly authorised officer of the Company dated the date of Second Admission.

A copy of the signed application for Second Admission signed by a Director, the secretary of the Company or a duly authorised person for and on behalf of the Company.

the Company has complied with its undertakings and obligations under the Placing Agreement which are to be performed prior to First Admission, in respect of the EIS/VCT Placing Shares;

none of the representations, Warranties or undertakings contained in the Placing Agreement has been breached or was untrue, inaccurate or misleading when given and, so far as we are aware, none of such representations, Warranties or undertakings would be breached or untrue, inaccurate or misleading were it to be repeated by reference to the facts and circumstances subsisting on the date of this letter in respect of the EIS/VCT Placing Shares; and

no Material Adverse Change has occurred and, so far as the Company is aware, no facts or circumstances exist which are reasonably likely to result in a Material Adverse Change. The Company is not aware of any circumstances giving rise to a right for the Broker to terminate its obligations under the Placing Agreement in in accordance with Clause 12 (Termination) in respect of EIS/VCT Placing Shares.

the Company has complied with its undertakings and obligations under the Placing Agreement which are to be performed prior to Second Admission, in respect of the Second Tranche Non-EIS/VCT Placing Shares, the Subscription Shares and the Conversion Shares;

none of the representations, Warranties or undertakings contained in the Placing Agreement has been breached or was untrue, inaccurate or misleading when given and, so far as we are aware, none of such representations, Warranties or undertakings would be breached or untrue, inaccurate or misleading were it to be repeated by reference to the facts and circumstances subsisting on the date of this letter in respect of the Second Tranche Non-EIS/VCT Placing Shares, the Subscription Shares and the Conversion Shares; and

no Material Adverse Change has occurred and, so far as the Company is aware, no facts or circumstances exist which are reasonably likely to result in a Material Adverse Change. The Company is not aware of any circumstances giving rise to a right for the Broker to terminate its obligations under the Placing Agreement in in accordance with Clause 12 (Termination) in respect of the Second Tranche Non-EIS/VCT Placing Shares, the Subscription Shares and the Conversion Shares.

Total number of Placing Shares to be allotted and issued pursuant to the Placing:

First Tranche Placing Shares:

Second Tranche Non-EIS/VCT Placing Shares:

Gross Placing Proceeds:

Total Commission payable to the Broker in respect of the Placing Shares:

Signed by Renalytix plc acting by:

Signed by Oberon Investments Limited acting by:

 Authorised Signatory

HSBC UK Bank Plc

1 Centenary Square, Birmingham, United Kingdom, B1 1HQ

[DIRECTOR NAME]

Authorised signatory of Renalytix plc

[DIRECTOR NAME]

Authorised signatory of Renalytix plc

we understand that the Shares are being offered and sold in a transaction not involving a public offering of securities in the United States, and the Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), or with any state or other jurisdiction of the United States, nor approved or disapproved by the United States Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, and we agree not to reoffer, resell, pledge or otherwise transfer the Shares except pursuant to the restrictions set forth in this letter;

we are a “qualified institutional buyer” (a “QIB”) as defined in Rule 144A under the US Securities Act. Further, if we are acquiring Shares as a fiduciary or agent for one or more investor accounts: (i) each such account is a QIB; (ii) we have sole investment discretion with respect to such account; and (iii) we have full power and authority to make the acknowledgements, representations, warranties and agreements herein on behalf of such account;

we are not acquiring the Shares as a result of any form of general solicitation or general advertising (within the meaning of Regulation D under the US Securities Act) or any “directed selling efforts” (within the meaning of Regulation S under the US Securities Act);

we are acquiring the Shares for investment purposes only and not with a view to any direct or indirect resale, distribution or other disposition of the Shares in violation of the US Securities Act or any other applicable United States federal or state securities laws;

we invest in or purchase securities similar to the Shares in the normal course of our business, and we have such knowledge, skill and experience in financial, business and investment matters (including investment in securities admitted to trading on AIM, a market of the London Stock Exchange (the “Stock Exchange”), that are not registered under the US Securities Act or listed or quoted on any United States securities exchange or automated quotation system) and expertise in assessing market, credit and all other relevant risks as to be capable of evaluating, and have evaluated, independently the merits and risks of an investment in the Shares;

we have received and read (i) a copy of the placing announcement, dated [•] September 2024 (the “Placing Announcement”) and acknowledge and agree to all of the representations, warranties, terms and conditions therein (and as incorporated by reference therein) and (ii) the investor presentation prepared by the Company dated September 2024 (the “Presentation”). We acknowledge that, save for the Placing Announcement and the Presentation, no disclosure or offering document has been or will be prepared in connection with the Placing.

we agree that we have held and will hold the Placing Announcement, the Presentation and any other presentational or other materials concerning the Shares (including electronic copies thereof) in confidence, it being understood that each has been received by us solely for our use and that we have not duplicated, distributed, forwarded, transferred or otherwise transmitted any of them to any persons in or within the United States, and agree that such material shall not be duplicated, distributed, forwarded, transferred or otherwise transmitted by us;

we acknowledge and agree that the Placing Announcement, the Presentation and the other Exchange Information have been prepared by the Company, and no information has been prepared by the Broker for the purposes of the Placing. We acknowledge and agree that we may not rely, and have not relied, on any investigation that any person (including the Company, the Broker, any of its affiliates, or any person acting on its or their behalf) may or may not have conducted with respect to the Company, the Placing or the Shares. Accordingly, we acknowledge and agree that we will not hold the Company, the Broker, any of its affiliates or any other person acting on its or their behalf responsible or liable for any representations (express or implied) contained in, or for any misstatements in or omissions from, the Placing Announcement, the Presentation, the other Exchange Information or any information made available (whether in written or oral form) in presentations or as part of roadshow discussions with investors relating to the Company or in any other publicly available information and that none of the Company, the Broker, any of their respective affiliates or any person acting on their behalf, makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information or accepts any responsibility for any of such information, either at the date of this Letter or at the closing date of the Placing. None of the Brokers, any of their respective affiliates or any person acting on its or their behalf has any obligation to update any such information or to correct any inaccuracies therein or omissions therefrom which may become apparent, even where the Broker is aware of such inaccuracies or omissions. In making our investment decision, we have not relied on any information relating to the Company other than the Placing Announcement, the Presentation and the other Exchange Information;

with the assistance of our own professional advisors, to the extent that we have deemed appropriate, we have made our own legal, tax, currency, accounting, and financial evaluation of the merits and risks of an investment in the Shares and the consequences of investing in the Shares and conducted our own investigation with respect to the Company and the Shares, and we have concluded that an investment in the Shares is suitable for us or, where we are not acting as principal, for any beneficial owner of the Shares on whose behalf we are acting, in light of each such person’s own circumstances and financial condition and based upon each such person’s investment objectives and financial requirements;

we acknowledge that: (i) the Shares may constitute an equity interest in a passive foreign investment company within the meaning of Section 1297(a) of the U.S. Internal Revenue Code (a “PFIC”); (ii) in the current or any future tax year, if the Company is a PFIC, U.S. taxable investors may be subject to adverse US tax consequences in respect of their investment in the Shares; and (iii) neither the Company nor the Broker intends to assess whether the Shares constitute equity interests in a PFIC in any taxable year or to provide such information as may be required to make a “qualified electing fund” election and that it should not assume that such information will be made available;

we (or, where we are not acting as principal, we represent that the beneficial owners of any investor account on whose behalf we are acting) have adequate means of providing for our current and contingent needs, have no need for liquidity with respect to our investment in the Shares, and are able to bear the economic risk of an investment in the Shares for an indefinite period and the loss of our entire investment in the Shares;

we satisfy any and all standards for investors in investments of the type subscribed for herein imposed by the jurisdiction of our residence or otherwise;

we understand and agree (and any beneficial owner of any investor account on whose behalf we are acting understands and agrees) that the Shares may not be offered, sold, pledged or otherwise transferred except: (i) in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S; (ii) pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act (including Rule 144 thereunder (if available)); or (iii) pursuant to an effective registration statement under the US Securities Act, in each case in accordance with any applicable securities laws of any state or other jurisdiction of the United States;

we further (A) understand that the Shares may not be deposited into any unrestricted American depositary receipt facility in respect of the Shares established or maintained by a depositary bank; (B) acknowledge that the Shares (whether in physical certificated form or in uncertificated form held in CREST) are “restricted securities” within the meaning of Rule 144(a)(3) under the US Securities Act and that no representation is made as to the availability of the exemption provided by Rule 144 or any other exemption under the US Securities Act or any US state securities laws for resales of the Shares; and (C) understand that the Company may not recognize any offer, sale, resale, pledge or other transfer of the Shares made other than in compliance with the above-stated restrictions;

we acknowledge that, if in certificated form, the Shares will bear a legend to the effect of the restrictions outlined in the foregoing two paragraphs, unless otherwise determined by the Company in accordance with applicable law;

we have instituted and maintain systems, policies and procedures designed to ensure, and which we agree will continue to ensure for so long as we own the Shares, that securities we acquire and hold such as the Shares will only be reoffered, resold, pledged or otherwise transferred in accordance with the restrictions set forth in this Letter. In order to assist the Company in its compliance with US laws, we agree that if requested by the Company we will advise it whether or not we continue to hold any of the Shares acquired in accordance with the terms of this Letter;

we represent that if, in the future, we offer, resell, pledge or otherwise transfer such Shares while they remain “restricted securities” within the meaning of Rule 144(a)(3) of the US Securities Act, we shall notify such subsequent transferee of the restrictions set out above;

the registrar and any transfer agents for the Shares will not be required to accept the registration of transfer of any Shares acquired by us, except upon presentation of evidence satisfactory to the Company that the restrictions on transfer set forth and described herein have been complied with;

we have read and understood this Letter, in its entirety and that our subscription for Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and not in reliance on any information given or any representations, warranties or statements made at any time by any person in connection with the First Admission, Second Admission, the Company, the Placing, or otherwise, other than the information contained in this Letter;

we acknowledge that the Shares are admitted to trading on AIM and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules for Companies (collectively, “UK Public Information”), which includes a description of the nature of the Company’s business, the Company’s most recent balance sheet and profit and loss account and similar statements published in preceding years and that we are able to obtain or access such information or comparable information concerning any other publicly traded company without undue difficulty;

acknowledge that none of the Broker, the Company, any of their respective affiliates or any person acting on behalf of any of them has provided us, and will not provide us, with any material regarding the Shares or the Company other than this Letter, the Placing Announcement and Presentation; nor have we requested any of the Broker, the Company, their respective affiliates or any person acting on behalf of any of them to provide us with any such information and has read and understood the UK Public Information;

we have neither received nor relied on any “inside information” as defined in the EU Market Abuse Regulation (Regulation 596/2014/EU) as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended and supplemented from time to time) (“UK MAR”) concerning the Company in accepting this invitation to participate in the Placing;

we acknowledge that the Broker does not have any duties or responsibilities to us, or its clients, similar or comparable to the duties of “best execution” and “suitability” imposed by the COB Rules in the FCA Handbook and that the Broker is not acting for us or its clients and that the Broker will not be responsible for providing protections to us or its clients;

we acknowledge that neither the Broker, any of its affiliates, agents, directors, officers, consultants or employees or any person acting on behalf of them has or shall have any liability for the UK Public Information, any publicly available or filed information or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

we acknowledge that neither of the Broker, its ultimate holding company nor any direct or indirect subsidiary undertakings of such holding company, nor any of their respective affiliates, agents, directors, officers, consultants or employees shall be liable to us for any matter arising out of the Broker’s role as placing agent or otherwise in connection with the Placing and that where any such liability nevertheless arises as a matter of law we will immediately waive any claim against any of such persons which we may have in respect thereof;

acknowledge that the Shares have not been registered under the Securities Act or with any securities or other regulatory authority of any state or territory of the United States and that the sale to us (or such beneficial owner) is being made in a transaction not involving a public offering, exempt from registration under the Securities Act. The Shares are “restricted securities” within the meaning of Rule 144(a)(3) and may not be reoffered, resold, pledged or otherwise transferred except pursuant to an effective resale registration statement or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and that, in each case, such offer, sale, pledge or transfer must be made in accordance with any applicable securities laws of any state of the United States or any jurisdiction;

acknowledge that the Shares are being offered and sold by or on behalf of the Company (i) to Non-US Placees in “offshore transactions” as defined in, and in accordance with, Regulation S and (ii) to a limited number of US Subscribers reasonably believed to be QIBs in transactions not involving a public offering within the meaning of Section 4(a)(2) of the Securities Act and which are exempt from or not subject to the registration requirements of the Securities Act and applicable US state securities laws. We and the prospective beneficial owner of the Shares are, and at the time the Shares are subscribed for will be, either: (i) outside the United States and subscribing for the Shares in an “offshore transaction” as defined in, and in accordance with, Regulation S, and has agreed to be bound to the terms of the Non-US Investor Letter in the form provided to us by the Broker or its affiliates; or (ii) a QIB which has agreed to be bound to the terms of the US Investor Letter in the form provided to us by the Broker or its affiliates. In addition, with respect to (ii) above, the Subscriber further acknowledges: (a) it is subscribing for the Shares for its own account or for one or more accounts as to each of which it exercises sole investment discretion and each of which is a QIB; (b) it is subscribing for the Shares for investment purposes only and not with a view to any distribution or for resale in connection with the distribution thereof, in whole or in part, in the United States; and (c) it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;

we are not acquiring any of the Shares as a result of any form of “general solicitation” or “general advertising” (within the meaning of Rule 502(c) of Regulation D under the Securities Act) or any form of “directed selling efforts” (as defined in Regulation S);

unless otherwise specifically agreed in writing with the Broker, we represent and warrant that neither we nor the beneficial owner of such Shares will be a resident of Canada, Australia, New Zealand, Japan or the Republic of South Africa;

we acknowledge that the Shares have not been and will not be registered under the securities legislation of Canada, Australia, New Zealand, Japan or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;

we acknowledge that the issue to us, or the person specified by us for registration as holder of Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer Shares into a clearance system;

we acknowledge that (i) we have complied with our obligations under the Criminal Justice Act 1993 and UK MAR; (ii) in connection with money laundering and terrorist financing, we have complied with our obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on Payer) Regulations 2017 and any related rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof; and (iii) we are not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the US Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the “Regulations”); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Broker such evidence, if any, as to the identity or location or legal status of any person which the Broker may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the Broker on the basis that any failure by it to do so may result in the number of Shares that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Broker may decide in their sole discretion;

if a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, or Article 5(1) of the UK Prospectus Regulation represents and warrants that the Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA as the case may be or the United Kingdom or to which the EU Prospectus Regulation (in the case of a member state of the EEA) or the UK Prospectus Regulation (in the case of the United Kingdom) otherwise applies other than Qualified Investors in a member state in the EEA or Relevant Persons in the United Kingdom, or in circumstances in which the prior consent of the Broker has been given to the offer or resale;

that we have not offered or sold and will not offer or sell any Shares to persons in the EEA prior to First Admission or Second Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation (including any relevant implementing measure in any member state);

that we have not offered or sold and will not offer or sell any Shares to persons in the United Kingdom prior to First Admission or Second Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in the United Kingdom within the meaning of the UK Prospectus Regulation (including any relevant implementing measure in the United Kingdom);

that we have only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

that we have complied and will comply with all applicable provisions of UK MAR and the FSMA with respect to anything done by us in relation to the Shares in, from or otherwise involving, the United Kingdom;

that we and any person acting on our behalf is entitled to acquire the Shares under the laws of all relevant jurisdictions and that we have all necessary capacity and have obtained all necessary consents and authorities and taken any other necessary actions to enable us to commit to this participation in the Placing and to perform our obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Letter) and will honour such obligations;

if the Subscriber is acquiring Shares for one or more managed accounts, it represents and warrants that it is authorised in writing by each managed account: (a) to acquire the Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Letter; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided by the Broker;

the Subscriber is not acting as a “distributor” (for the purposes of the UK Product Governance Requirements);

the Subscriber is not acting as a “distributor” (for the purposes of MiFID II Product Governance Requirements);

we are capable of being categorised as a person who is a “professional client” or an “eligible counterparty” within the meaning of Chapter 3 of the FCA’s Conduct of Business Sourcebook;

we acknowledge that we (and any person acting on its behalf) will make payment to the Broker for the Shares allocated to us in accordance with this Letter on the due time and date set out herein, failing which the relevant Shares may be placed with other subscribers or sold as the Broker may in their sole discretion determine and without liability to us and it will remain liable and will indemnify the Broker on demand for any shortfall below the net proceeds of such sale and the placing proceeds of such Shares and may be required to bear the liability for any stamp duty or stamp duty reserve tax or security transfer tax (together with any interest or penalties due pursuant to or referred to in these terms and conditions) which may arise upon the placing or sale of such Shares on our behalf;

we acknowledge that the Broker, any of its affiliates, nor any person acting on behalf of it or any of them, is making any recommendations to us, advising us regarding the suitability of any transactions we may enter into in connection with the Placing and that participation in the Placing is on the basis that we are not and will not be treated for these purposes as a client of the Broker and nor that the Broker has any duties or responsibilities to us for providing the protections afforded to their clients or customers or for providing advice in relation to the Placing nor for the exercise or performance of any of their rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

we undertake that the person whom we specify for registration as holder of the Shares will be (i) ourselves or (ii) our nominee, as the case may be. Neither the Broker, nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. We agree and any person acting on our behalf agrees to participate in the Placing and it agrees to indemnify the Company and the Broker in respect of the same on the basis that the Shares will be held by the Broker who will hold them, in certificated form, as nominee on behalf of us until settlement in accordance with its standing settlement instructions;

the exercise by the Broker of any right or discretion under the Placing Agreement shall be within the absolute discretion of the Broker and the Broker need not have any reference to us and shall have no liability to us whatsoever in connection with any decision to exercise or not to exercise any such right and we agree that we have no rights against the Broker, the Company or any of their respective affiliates under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise;

we acknowledge that these terms and conditions and any agreements entered into by us pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreement shall be governed by and construed in accordance with the laws of England and Wales and we submit (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter (including non-contractual matters) arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Shares (together with any interest chargeable thereon) may be taken by the Company or the Broker in any jurisdiction in which we are incorporated or in which any of our securities have a quotation on a recognised stock exchange;

we acknowledge that time shall be of the essence as regards to obligations pursuant to this Letter;

we agree that the Company, the Broker and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Broker on their own behalf and on behalf of the Company and are irrevocable and are irrevocably authorised to produce this Letter or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby;

we agree to indemnify on an after-tax basis and hold the Company, the Broker and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Letter and further agrees that the provisions of this Letter shall survive after completion of the Placing;

we acknowledge that no action has been or will be taken by any of the Company, the Broker or any person acting on behalf of the Company or the Broker that would, or is intended to, permit a public offer of the Shares in any country or jurisdiction where any such action for that purpose is required;

we acknowledge that we are an institution that has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Shares. We further acknowledge that we are experienced in investing in securities of this nature and in this sector and are aware that

we acknowledge that our commitment to subscribe for Shares on the terms set out herein and in the trade confirmation or contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that we will have no right to be consulted or require that our consent be obtained with respect to the Company’s conduct of the Placing;

we acknowledge that the Broker, or any of its affiliates acting as an investor for its own account may take up shares in the Company and in that capacity may retain, purchase or sell for their own account such shares and may offer or sell such shares other than in connection with the Placing;

we represent and warrant that, if we are a pension fund or investment company, our purchase of Shares is in full compliance with all applicable laws and regulation;

to the fullest extent permitted by law, we acknowledge and agree to the disclaimers contained in this Letter;

we (or the beneficial owner of any investor account on whose behalf we are acting) are empowered, authorised and qualified to purchase the Shares, and the person signing this Letter on our behalf has been duly authorized by us to do so;

we understand that if we subscribe for Shares (even in the case that we fail to return an executed copy of this Letter), we will be deemed to have made for the benefit of the Company, the Broker and their respective affiliates (i) all such representations, warranties, agreements and acknowledgements contained herein, and (ii) an irrevocable agreement to pay for the subscribed Shares that is not capable of termination or rescission by us in any circumstances;

this Letter is not a confirmation of sale of the Shares or the terms thereof. We understand that any such confirmation will be sent separately; and

this Letter shall be governed by and construed in accordance with the laws of England and Wales.

Peter DeNardo

The Company intends to raise a minimum of £10 million gross proceeds (c.US$13.3 million, assuming an exchange rate of £1 = $1.33), before expenses, pursuant to the Fundraise;

Insiders are to subscribe for up to 2,712,195 new Ordinary Shares in the Placing, raising approximately £244,000 in aggregate, before expenses.

Completion of the Fundraise beyond 39,799,078 Ordinary Shares, is conditional upon shareholder approval to enable the issue of additional new Ordinary Shares at the Issue Price beyond current allotment authorities granted at the general meeting of the Company held on 22 April 2024, which approval is due to be sought at a general meeting of the Company, to be held at such date and time to be fixed and announced by the Company in due course. The General Meeting is anticipated to be sometime this month.

The Company’s existing cash resources and net proceeds from the Fundraise will be used to drive sales and marketing, to increase revenue with new customers, and for the Development support for electronic health record (“EHR”) integrations with new Health Systems, as well as general working capital purposes.

is FDA approved;

has full Medicare reimbursement granted at $950 per test;

has recommendation in KDIGO Clinical Guidelines;

is available to approximately 14m US diabetic kidney disease (“DKD”) patients; and

is able to address the needs of approximately ~260 million DKD patients globally.

the appointment of a new leadership with a track record of commercial success, including the appointment of Howard Doran as President in April 2024;

a revamped sales and customer service strategy to sustain new doctor on-boarding and retention;

the implementation of a sales-force-led or “direct-to-doctor” strategy, fully scalable under the Company’s control; a significant expansion of patient access to testing sites; and

a significant expansion of patient access to testing sites; and

customer service improvements to facilitate ordering volume.

Approximately £2.75 million of the Convertible Bond will be capitalised via issue to the Convertible Bond Investor of Ordinary Shares (the “Heights Conversion Shares”), at the Issue Price;

in the event that the Company were to raise more than £12.5 million (net of costs) through the Fundraise, the next £2.5 million raised in the Fundraise (above the £12.5 million (net of costs)) would be payable to the Convertible Bond Investor (“Tranche 2 Payment”); and

the balance of the Convertible Bond will be restructured as a new unsecured convertible bond (the “New Convertible Bond”).

at any time from 1 April 2026, a holder of the New Convertible Bond can redeem any or all of the New Convertible Bond at a conversion price (subject to usual adjustment provisions) equal to 250% of the Issue Price;

in the event of a change of control of the Company or if the Ordinary Shares cease to be admitted to trading on AIM or the Main Market of the London Stock Exchange (or if dealing in the Ordinary Shares is suspended,

at any time, the Company can elect to redeem all, but not some, of the principal amount of the New Convertible Bond at a price equal to the greater of (i) the principal amount and all accrued but unpaid interest and (ii) the ‘parity value’ of the New Convertible Bond. For this purpose, the parity value is the product of: (a) such number of Ordinary Shares as would have been issued on conversion and the mean volume weighted average price of an Ordinary Share on the ten consecutive dealing days preceding the date on which such redemption is to occur.

$325,000 will be converted to a long term unsecured note, bearing interest at 5% p.a., rolled into the principal amount of the note. The principal and interest will be repaid on the earlier of: (i) 5 years from the initiation of the note; or (ii) such earlier time as the Company is acquired by another company. The Company has the right to redeem the note at any time (the “Advisor Loan Note”); and

the remaining balance will be settled in cash from operations following the closing of the Fundraising.

Renalytix Plc

James McCullough, CEO

www.renalytix.com

Via Walbrook PR

Stifel Nicolaus Europe Limited (Nominated Adviser and Joint Broker)

Nicholas Moore / Nick Harland / Ben Good

Oberon Capital (Joint Broker)

Mike Seabrook / Nick Lovering / Jessica Cave

Walbrook PR Limited

Paul McManus / Alice Woodings / Charlotte Edgar

Tel: 020 7933 8780 or renalytix@walbrookpr.com

Mob: 07980 541 893 / 07407 804 654 / 07884 664 686

CapComm Partners

Peter DeNardo

it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation and Article 5(1) of the UK Prospectus Regulation, (i) that it understands the resale and transfer restrictions set out in this Appendix and that the Placing Shares acquired by it have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any member state of the EEA or in the United Kingdom or to which the EU Prospectus Regulation or, as the case may be, the UK Prospectus Regulation, otherwise applies other than Qualified Investors (in the case of a member state of the EEA), Relevant Persons (in the case of the United Kingdom) or in circumstances in which the prior consent of the Bookrunner has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on

in the case of Non-US Placees, the Placing Shares will be subject to the conditions listed under Section 903(b)(3), of Category 3, of Regulation S and it agrees to resell the Placing Shares only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration; and it agrees not to engage in hedging transactions with regard to the Placing Shares unless in compliance with the Securities Act;

in the case of US Placees, the Placing Shares have not been registered under the Securities Act or with any securities or other regulatory authority of any state or territory of the United States and that the sale to such US Placee (or such beneficial owner) is being made in a private placement transaction not involving a public offering, exempt from registration under the Securities Act. The Placing Shares are “restricted securities” within the meaning of Rule 144(a)(3) and may not be reoffered, resold, pledged or otherwise transferred except pursuant to an effective resale registration statement or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and that, in each case, such offer, sale, pledge or transfer must be made in accordance with any applicable securities laws of any state of the United States or any jurisdiction;

except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it and any account with respect to which it exercises sole investment discretion, is either (i) a Non-US Placee outside the United States subscribing for the Placing Shares in an “offshore transaction” as defined in and in accordance with Regulation S under the Securities Act (“Regulation S”) or (ii) a US Placee who is (a) a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act (“Rule 144A”); or (b) an “Accredited Investor” as defined in Rule 501 of the Securities Act; and

acknowledges that the Placing Shares will be delivered in certificated form and will bear the following legend:

the Company complying with its obligations under the Placing Agreement as they fall to be performed prior to Admission; and

the obligations of the Bookrunner under the Placing Agreement not having been terminated in accordance with its terms prior to First Admission in respect of the First Tranche Placing shares or Second Admission in respect of the Second Tranche Placing Shares.

The Bookrunner is arranging the Placing as placing agent and bookrunner of the Company for the purpose of using its reasonable endeavours to procure Placees at the Placing Price for the Placing Shares.

Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Bookrunner. The Bookrunner and its affiliates may participate in the Placing as principal.

This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

The Bookbuild, if successful, will establish the number of Placing Shares to be issued at the Placing Price. The number of Placing Shares to be issued will be agreed between the Bookrunner and the Company following completion of the Bookbuild. The number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild.

To bid in the Bookbuild, prospective Placees should communicate their bid by telephone or email to their usual sales contact at the Bookrunner. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Placing Price. Bids may be scaled down by the Bookrunner on the basis referred to in paragraph 9 below.

The timing of the closing of the Bookbuild will be at the discretion of the Bookrunner. The Company reserves the right (upon agreement with the Bookrunner) to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.

Each Placee’s allocation will be confirmed to Placees orally or by email by the Bookrunner, and evidenced by a trade confirmation or contract note which will be dispatched as soon as practicable thereafter. The terms of this Appendix will be deemed incorporated by reference therein. The oral or email confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of the Bookrunner and the Company, under which it agrees to acquire the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company’s Articles. Except as required by law or regulation, no press release or other announcement will be made by the Bookrunner, or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee’s prior written consent. The Company and the Bookrunner will determine, in their absolute discretion, the allocation of Placing Shares between First Tranche Placing Shares and Second Tranche Placing Shares.

The Company will make a further announcement following the close of the Bookbuild detailing the number of Placing Shares to be issued at the Placing Price.

Subject to paragraphs 5 and 6 above, the Bookrunner may choose to accept bids, either in whole or in part, on the basis of allocations determined at their discretion (in agreement with the Company) and may scale down any bids for this purpose on such basis as they may determine (in agreement with the Company). The Bookrunner may also, notwithstanding paragraphs 5 and 6 above, subject to the prior consent of the Company: (a) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (b) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.

The allocation of Placing Shares to Non-US Placees shall be conditional on the execution by each Non-US Placee of a Non-US Investor Letter in the form provided to it to the Bookrunner or its affiliates.

The allocation of Placing Shares to US Placees shall be conditional on the execution by each US Placee of a US Investor Letter in the form provided to it to the Bookrunner or its affiliates.

Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Bookrunner, to pay in cleared funds immediately on the settlement date, in accordance with the registration and settlement requirements set out below, an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to take up and the Company has agreed to allot.

Irrespective of the time at which a Placee’s allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the times and on the basis explained below under “Registration and Settlement”.

All obligations under the Placing will be subject to fulfilment or (where applicable) waiver of, inter alia, the conditions referred to below under “Conditions of the Placing” and to the Placing not being terminated on the basis referred to below under “Right to terminate under the Placing Agreement”.

By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

To the fullest extent permissible by law, neither the Company, the Bookrunner or any of their respective affiliates shall have any responsibility or liability (whether in contract, tort or otherwise) to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) under these terms and conditions. In particular, none of the Company, the Bookrunner or any of their respective affiliates shall have any liability (whether in contract, tort or otherwise and including, to the fullest extent permissible by law, any fiduciary duties) in respect of the Bookrunner’s conduct of the Bookbuild or Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and the Bookrunner shall have no liability to the Placees for the failure of the Company to fulfil those obligations.