EXECUTION VERSION Security Agreement between The Companies listed in Schedule 1 as Chargors and Syncona Portfolio Limited as Lender relating to U.S.$15,000,000 Fixed Rate Convertible Loan Notes due 2024

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THE COMPANIES listed in Schedule 1 (The Chargors), as chargors (the “Chargors”); and

SYNCONA PORTFOLIO LIMITED a company incorporated in Guernsey (registration number 62778) whose registered office is at ▇▇▇▇▇▇▇ House, PO Box ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ 3RD (the “Lender”).

Each Chargor is entering into this Deed in connection with the Loan Note Certificate.

It is intended that this document takes effect as a deed even though a Party may only execute it under hand.

Interpretation

Definitions

the charge over bank account dated 30 October 2015 between FTL and CSK Therapeutics Limited; and

the charge over bank account dated 16 September 2019 given by FTL in favour of Silicon Valley Bank.

moneys borrowed;

any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with the Accounting Principles, be treated as a finance or capital lease;

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (A) to (H) above.

any patents, trade marks, service marks, designs, business names, copyrights, database rights, design rights, domain names, moral rights, inventions, confidential information, knowhow and other intellectual property rights and interests (which may now or in the future subsist), whether registered or unregistered; and

the benefit of all applications and rights to use such assets of a Chargor (which may now or in the future subsist).

the principle that equitable remedies (or remedies that are analogous to equitable remedies in other jurisdictions) may be granted or refused at the discretion of a court, the principles of reasonableness and fairness, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration, examinership and other laws generally affecting the rights of creditors and similar principles or limitations under the laws of any applicable jurisdiction;

the time barring of claims under the Limitation Act 1980 or the Foreign Limitation Periods Act 1984 or applicable statutes of limitation under any applicable laws of any relevant jurisdiction, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of stamp duty may be void and defences of set-off or counterclaim and similar principles or limitations under the laws of any applicable jurisdiction;

the principle that in certain circumstances Security granted by way of fixed charge may be recharacterised as a floating charge or that Security purported to be constituted as an assignment may be recharacterised as a charge;

the principle that additional interest imposed pursuant to any relevant agreement may be held to be unenforceable on the grounds that it is a penalty and thus void;

the principle that the creation or purported creation of Security over any contract or agreement which is subject to a prohibition on transfer, assignment or charging may be void, ineffective or invalid and may give rise to a breach of the contract or agreement over which Security has purportedly been created;

similar principles, rights and defences under the laws of any relevant jurisdiction; and

the principles of private and procedural laws of the relevant jurisdiction which affect the enforcement of a foreign court judgment.

Construction

Unless a contrary indication appears, a reference in this Deed to:

any “Party” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

“assets” includes present and future properties, revenues and rights of every description;

a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended, restated (however fundamentally and whether or not more onerous) or replaced and includes any change in the purpose of, any extension of or any increase in any facility under that Finance Document or other agreement or instrument;

“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) , but if not having the force of law, being of a type with which persons to whom it is directed are expected and accustomed to comply) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

a provision of law is a reference to that provision as amended or re-enacted;

a time of day is a reference to London time;

the singular includes the plural and vice versa; and

“Charged Property” includes any part of that Charged Property and the proceeds of that Charged Property.

Clause, Part and Schedule headings are for ease of reference only.

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Deed.

Each of the undertakings given by a Chargor in this Deed remain in force from the date of this Deed until the end of the Security Period.

An Event of Default is “continuing” unless it has been remedied or waived.

An Enforcement Event is “continuing” unless the relevant notice issued by the Lender has been revoked.

Disposition of property

Third party rights

A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Deed.

Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Deed at any time.

Any Receiver or Delegate may, subject to this Clause 1.4 and the Third Parties Act, rely on any Clause of this Deed which expressly confers rights on it.

Covenant to Pay

Creation of Security

Security generally

is created in favour of the Lender;

is created over the present and future assets of each Chargor;

is security for the payment of all the Secured Liabilities; and

is made with full title guarantee in accordance with the Law of Property (Miscellaneous Provisions) Act 1994.

Land

Each Chargor charges:

by way of a first legal mortgage all estates or interests in any freehold or leasehold property now owned by it and all rights under any licence or other agreement or document which gives that Chargor a right to occupy or use that property, including the freehold or leasehold property (if any) including the Mortgaged Property specified in Schedule 2 (Mortgaged Property); and

(to the extent that they are not the subject of a legal mortgage under Clause 3.2(A)(1)) by way of first fixed charge all estates or interests in any freehold or leasehold property now or in the future owned by it and all rights under any licence or other agreement or document which gives that Chargor a right to occupy or use that property.

A reference in this Deed to a mortgage, charge or assignment of any freehold or leasehold property includes:

each and every part of that property, including the land, cellars, ▇▇▇▇▇, buildings, structures, fixtures and fittings (including trade fixtures and fittings) and fixed plant and machinery now or in the future on that property and all easements and rights attaching to it; and

all rights under any licence, agreement for sale any agreement for lease in respect of that property;

the proceeds of sale of any part of that property and all monies or proceeds paid or payable in respect of that asset; and

the benefit of all rights, covenants or warranties for title given or entered into by any predecessor in title of a Chargor in respect of that property or any moneys paid or payable in respect of those rights, covenants or warranties.

Investments

Each Chargor charges by way of a first fixed charge all of its rights and interests in its Investments (including those specified next to its name in Schedule 3 (Investments)).

A reference in this Deed to any mortgage or charge of any Investments includes:

any dividend or interest paid or payable in relation to it;

any right, money or property accruing or offered at any time in relation to it by way of redemption, substitution, exchange, bonus or preference, under option rights or otherwise;

any right against any clearance system in relation to it; and

any right under any custodian or other agreement in relation to it.

Assigned Contracts

Each Chargor assigns absolutely subject and without prejudice to any contractual netting and set-off provisions contained therein to the Lender all of its rights and interests in, to and under all Assigned Contracts.

To the extent that any such right described in Clause 3.4(A) is not capable of assignment, the assignment of that right purported to be effected by Clause 3.4(A) shall operate as an assignment of any damages, compensation, remuneration, profit, rent or income which that Chargor may derive from that right or be awarded or entitled to in respect of that right.

To the extent that they do not fall within any other part of this Clause or are not effectively assigned under Clauses 3.4(A) and 3.4(B), each Chargor charges by way of first fixed charge all of its rights under each Assigned Contract.

Insurances

Each Chargor assigns absolutely to the Lender:

all of its rights in respect of any contract or policy of insurance taken out by it or on its behalf or in which it has an interest; and

all moneys payable and all moneys paid to it under or in respect of all such contracts or policies of insurance,

To the extent that any such right described in Clause 3.5(A) is not capable of assignment, the assignment of that right purported to be effected by Clause 3.5(A) shall operate as an assignment of any damages, compensation, remuneration, profit, rent or income which that Chargor may derive from that right or be awarded or entitled to in respect of that right.

To the extent that they do not fall within any other part of this Clause or are not effectively assigned under Clause 3.5(A) or 3.5(B), each Chargor charges by way of first fixed charge all of its rights under the property described in Clauses 3.5(A) and 3.5(B).

Book Debts etc.

all of its book and other debts;

all other moneys due and owing to it; and

the benefit of all rights, securities or guarantees of any nature enjoyed or held by it in relation to any item under Clause 3.6(A) and Clause 3.6(B).

Plant and machinery

all fixed and moveable plant and machinery owned by it (including any specified in Schedule 6 (Plant and Machinery)), and its interest in any plant or machinery in its possession, in each case, with a value exceeding USD 25,000; and

the benefit of all related Authorisations, agreements and warranties.

Intellectual Property

Authorisations

Goodwill

Uncalled capital

Floating charge

Each Chargor charges by way of first floating charge its undertaking and assets, both present and future not otherwise effectively mortgaged or charged under this Deed.

The floating charge created by each Chargor pursuant to Clause 3.12(A) is a “qualifying floating charge” for the purposes of paragraph 14 of Schedule B1 to the Insolvency Act 1986.

Paragraph 14 of Schedule B1 to the Insolvency Act 1986 shall apply to this Deed and the Lender may appoint an administrator to a Chargor pursuant to that paragraph.

The Lender may convert the floating charge created by this Deed over all or any of the Charged Property into a fixed charge by notice to the relevant Chargor specifying the relevant Charged Property (either specifically or generally):

an Enforcement Event has occurred and is continuing; and/or

those assets are in danger of being seized or sold under any form of distress, attachment, execution or other legal process.

If:

a Chargor takes any step to create any Security in breach of Clause 15.1 (Negative Pledge) over any of the Charged Property not subject to a mortgage or fixed charge;

an administrator is appointed or the Lender receives notice of an intention to appoint an administrator in respect of a Chargor; or

any person takes any step to effect any expropriation, attachment, sequestration, distress or execution against any of the Charged Property,

Excluded Assets

Continuing Security

Continuing Security

Additional Security

is in addition to, and is not in any way prejudiced by, any other Security or other right now or subsequently held by the Lender; and

may be enforced against a Chargor without having recourse to any other rights of the Lender.

Further Assurance

Each Chargor shall promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Lender may reasonably specify (and in such form as the Lender may reasonably require in favour of the Lender or its nominee(s)):

to perfect the Security created or intended to be created by the Transaction Security (which may include the execution of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject of Transaction Security) or for the exercise of any rights, powers and remedies of the Lender provided by or pursuant to the Finance Documents or by law;

to confer on the Lender Security over any property and assets of that Chargor located in any jurisdiction equivalent or similar to the Security conferred or intended to be conferred by or pursuant to the Transaction Security; and/or

to facilitate the realisation of the assets which are, or are intended to be, the subject of the Transaction Security.

Each Chargor shall take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Lender by or pursuant to the Transaction Security.

Land

The Land Registry

and in any event within any applicable priority period, apply to the Land Registry to register the Security created or expressed to be created by the Transaction Security;

submit to the Land Registry a duly completed form RX1 in which the Chargor applies for a restriction in the form specified by the Lender to be entered on the register of title to that freehold or leasehold property in respect of the Security created or expressed to be created by the Transaction Security;

submit to the Land Registry a duly completed form CH2 in which the Chargor applies for a note of an obligation to make further loans or advances to be entered on the register of title to that freehold or leasehold property in respect of the Security created or expressed to be created by the Transaction Security; and

pay all appropriate registration fees.

Acquisitions

If a Chargor acquires any freehold or leasehold property after the date of this Deed, the Chargor shall:

promptly notify the Lender;

promptly on request by the Lender and at the cost of the relevant Chargor, execute and deliver to the Lender a legal mortgage in favour of the Lender of that freehold or leasehold property in any form which the Lender may require together with such constitutional documents, corporate authorisations and other matters as the Lender may require to verify that such document constitutes that ▇▇▇▇▇▇▇’s legal, valid, binding and enforceable obligations;

if title to that freehold or leasehold property is registered at the Land Registry or is required to be so registered:

promptly and in any event within any applicable priority period, apply to the Land Registry for first registration of that freehold or leasehold property (where that freehold or leasehold property is not already registered at the Land Registry) and registration of that Chargor as the registered proprietor of that freehold or leasehold property;

promptly and in any event within any applicable priority period, apply to the Land Registry to register the Security created or expressed to be created by the Transaction Security;

promptly and in any event within any applicable priority period, apply to the Land Registry submit to the Land Registry a duly completed form RX1 in which the Chargor applies for a restriction in the form specified by the Lender to be entered on the register of title to that freehold or leasehold property in respect of the Security created or expressed to be created by the Transaction Security;

promptly submit to the Land Registry a duly completed form CH2 in which the Chargor applies for a note of an obligation to make further advances to be entered on the register of title to that freehold or leasehold property in respect of the Security created or expressed to be created by the Transaction Security; and

promptly pay all appropriate registration fees.

If the consent of the landlord in whom the reversion of a lease is vested is required for a Chargor to execute a legal mortgage over it, that ▇▇▇▇▇▇▇ shall not be required to perform that obligation unless and until it has obtained the landlord’s consent. The relevant Chargor shall use its reasonable endeavours to obtain the landlord’s consent.

Deposit of title deeds

Investigation of title

carry out investigations of title to any Mortgaged Property; and

make such enquiries in relation to any part of any Mortgaged Property as a prudent mortgagee might carry out.

Title Information Document

Power to remedy

Notice of charge or assignment

If an Enforcement Event has occurred and is continuing, each Chargor shall promptly upon request by the Lender serve a notice of charge or assignment, substantially in the applicable form as set out in Schedule 11 (Notice to Tenants) on each tenant of any Mortgaged Property.

Each Chargor shall use reasonable endeavours to ensure that each person referred to in Clause 6.7(A) acknowledges receipt of that notice, substantially in the applicable form as set out in Schedule 11 (Notice to Tenants).

Investments

Investments

the Investments are duly authorised, validly issued and fully paid and are not subject to any option to purchase or similar right;

the constitutional documents of the issuer(s) of the Investments do not and could not restrict or inhibit the transfer of those Investments on creation or the enforcement of the Transaction Security;

it is the sole legal and beneficial owner of the Investments;

there are no agreements in force which provide for the issue or allotment of, or grant any person the right to call for the issue or allotment of, any share or loan capital of any issuer of the Investments (including any option or right of pre-emption or conversion); and

the Investments are the entire issued share capital of the issuer(s) of those Investments.

Certificated Investments

deposit with the Lender, or as the Lender may direct, any bearer instrument, share certificate or other document of title or evidence of ownership in relation to its Investments (including those Investments listed in Schedule 3 (Investments)); and

promptly take any action and execute and deliver to the Lender any share transfer or other document which may be reasonably requested by the Lender in order to enable the transferee to be registered as the owner or otherwise obtain a legal title to its Investments; this includes:

delivering executed blank share transfers in favour of the Lender or any of its nominees as transferee or, if the Lender so directs, with the transferee left blank; and

procuring that those share transfers are, following the occurrence of an Enforcement Event which is continuing, registered by the issuer(s) of the Investments and that share certificates in the name of the transferee are delivered to the Lender.

Calls

Each Chargor shall pay all calls or other payments due and payable in respect of its Investments.

If a Chargor fails to do so within 15 Business Days of written request by the Lender, the Lender may pay the calls or other payments in respect of any Investment on behalf of the Chargor. Each Chargor shall promptly on request reimburse the Lender for any payment made by the Lender under this Clause 7.3.

Other obligations in respect of Investments

The Company shall promptly copy to the Lender and comply with all requests for information which is within its knowledge and which are made under Section 793 of the Companies Act 2006 or any similar provision contained in any articles of association or other constitutional document relating to any of the applicable Investments. If it fails to do so, the Lender may elect to provide such information as it may have on behalf of the Company.

Each Chargor shall comply with all other conditions and obligations assumed by it in respect of any Investments.

The Lender is not obliged to:

perform any obligation of a Chargor;

make any payment;

make any enquiry as to the nature or sufficiency of any payment received by it or a Chargor; or

present or file any claim or take any other action to collect or enforce the payment of any amount to which it may be entitled under the Transaction Security,

Rights before enforcement

Subject to Clause 7.6 (Rights after enforcement), a ▇▇▇▇▇▇▇ may continue to exercise the voting rights, powers and other rights in respect of its Investments.

If the relevant Investments have been registered in the name of the Lender or its nominee, the Lender (or that nominee) shall exercise the voting rights, powers and other rights in respect of the Investments in any manner which the Chargor may direct in writing but only to the extent that it does so for a purpose not inconsistent with any Finance Document and the exercise of or failure to exercise those rights would not prejudice the interests of the Lender. The Lender (or that nominee) shall execute any form of proxy or other document which a Chargor may reasonably require for this purpose.

Subject to Clause 7.6 (Rights after enforcement), all dividends or other income or distributions paid or payable in relation to any Investments shall be paid to the relevant Chargor. To achieve this:

the Lender or its nominee will promptly execute any dividend mandate necessary to ensure that payment is made direct to that Chargor; or

if payment is made directly to the Lender (or its nominee) before this Security becomes enforceable, the Lender (or that nominee) will promptly pay that amount to that Chargor.

Subject to Clause 7.6 (Voting rights after enforcement), the Lender shall use its reasonable endeavours promptly to forward to the relevant Chargor all material notices, correspondence and/or other communication it receives in relation to the Investments.

Rights after enforcement

If an Enforcement Event has occurred and is continuing, the Lender or its nominee may exercise or refrain from exercising:

any voting rights; and

any other powers or rights which may be exercised by the legal or beneficial owner of any Investments, any person who is the holder of any Investments or otherwise,

If an Enforcement Event has occurred and is continuing, the relevant Chargor shall promptly pay all dividends or other monies received by it in respect of the Investments to the Lender or as the Lender may direct from time to time.

To the extent that the Investments remain registered in the name of a Chargor, that Chargor irrevocably appoints the Lender or its nominee as its proxy to exercise all voting rights in respect of those Investments at any time after this Security has become enforceable.

Each Chargor shall indemnify the Lender against any loss or liability incurred by the Lender as a consequence of the Lender acting in respect of Investments on the direction of the Chargor.

Clearance systems

If an Enforcement Event has occurred and is continuing, each Chargor shall, if so requested by the Lender:

instruct any clearance system to transfer any Investment held by it for the Chargor or its nominee to an account of the Lender or its nominee with that clearance system; and

take whatever action the Lender may request for the dematerialisation or rematerialisation of any Investments held in a clearance system.

Without prejudice to the rest of this Clause the Lender may, at the expense of the Chargor, take whatever action is required for the dematerialisation or rematerialisation of the Investments if an Enforcement Event has occurred and is continuing.

Custodian arrangements

promptly give notice of the Transaction Security to any custodian of any Investments in any form which the Lender may reasonably require; and

use reasonable endeavours to ensure that the custodian acknowledges that notice in any form which the Lender may reasonably require.

Intellectual Property

Representations

it is the sole legal and beneficial owner of or has licensed to it on normal commercial terms all the Intellectual Property which is material to its business and which is required by it in order to carry on its business as it is being conducted; and

it has taken all formal or procedural actions (including payment of fees) required to maintain any Intellectual Property owned by it.

Preservation

Each Chargor shall:

preserve and maintain the subsistence and validity of the Intellectual Property necessary for its business;

use reasonable endeavours to prevent any infringement in any material respect of its Intellectual Property;

make registrations and pay all registration fees and taxes necessary to maintain its Intellectual Property in full force and effect and record its interest in that Intellectual Property; and

not use or permit its Intellectual Property to be used in a way or take any step or omit to take any step in respect of that Intellectual Property which would be reasonably likely to result in a Material Adverse Effect.

Each Chargor shall promptly, if requested to do so by the Lender, sign or procure the signature of, and comply with all instructions of the Lender in respect of, any document required to make entries in any public register of Intellectual Property (including the United Kingdom Trade Marks Register) which either record the existence of the Transaction Security or the restrictions on disposal imposed by the Transaction Security.

Each Chargor shall provide all reasonable assistance to the Lender to enable it to register in the relevant trade mark registries (and any other relevant intellectual property registries), at the reasonable cost of the Chargors, the Security created or purported to be created by it pursuant to Clause 3.8 (Intellectual Property) of this Deed in each jurisdiction the Lender reasonably selects.

Bank Accounts

Withdrawals from accounts

If an Enforcement Event has occurred and is continuing, each Chargor shall not withdraw any moneys (including interest) standing to the credit of any of its Bank Accounts other than with the prior consent of the Lender.

Following the occurrence of an Enforcement Event which is continuing, the Lender (or a Receiver) may withdraw amounts standing from the credit of a Chargor’s Bank Accounts.

Notices of charge

Each Chargor shall promptly (and, in any event, within 10 Business Days) serve a notice of charge or assignment, substantially in the applicable form as set out in Schedule 8 (Notice to Bank Holding an Account), on each bank or financial institution at which a Chargor maintains any of its Bank Accounts.

Each Chargor shall use reasonable endeavours (for a period not exceeding 10 Business Days beginning on the date on which the notice of charge or assignment is sent by the relevant Chargor to the relevant counterparty in accordance with Clause 9.2(A)) to ensure that each person referred to in Clause 9.2(A) acknowledges receipt of that notice, substantially in the applicable form as set out in Schedule 8 (Notice to Bank Holding an Account).

Contracts

Documents

Information

Rights

Subject to the rights of the Lender under Clause 10.3(B), each Chargor shall diligently pursue its rights under each of its Assigned Contracts, but only if and to the extent that the exercise of those rights in the manner proposed would not result in a default.

Following the occurrence of an Enforcement Event which is continuing, the Lender may exercise (without any further consent or authority on the part of a Chargor and irrespective of any direction given by a Chargor) any of that ▇▇▇▇▇▇▇’s rights under its Assigned Contracts.

Notices of charge or assignment

If an Enforcement Event has occurred and is continuing, each Chargor shall promptly upon request by the Lender serve a notice of charge or assignment, substantially in the applicable form as set out in Schedule 9 (Notice to Counterparty to Assigned Contract) on each counterparty to an Assigned Contract.

Each Chargor shall use reasonable endeavours (for a period not exceeding 10 Business Days beginning on the date on which the notice of charge or assignment is sent by the relevant Chargor to the relevant counterparty in accordance with Clause 10.4(A)) to ensure that each person referred to in Clause 10.4(A) acknowledges receipt of that notice, substantially in the applicable form as set out in Schedule 9 (Notice to Counterparty to Assigned Contract).

Plant and Machinery

Maintenance

Nameplates

the plant and machinery is charged in favour of the Lender; and

the plant and machinery must not be disposed of without the prior consent of the Lender.

Insurances

Rights

Subject to the rights of the Lender under Clause 12.1(B), each Chargor shall diligently pursue its rights under any contract or policy of insurance taken out by it or on its behalf or in which it has an interest, but only if and to the extent that the exercise of those rights in the manner proposed would not result in a default.

If an Enforcement Event has occurred and is continuing, the Lender may exercise (without any further consent or authority on the part of a Chargor and irrespective of any direction given by any Chargor) any of the rights of a Chargor in connection with any amounts payable to it under any of its contracts or policies of insurance.

Notices of charge or assignment

Each Chargor shall promptly (and, in any event, within 10 Business Days) serve a notice of charge or assignment, substantially in the applicable form as set out in Schedule 10 (Notice to Insurers), on each of it insurers (or insurance broker(s) on their behalf).

Each Chargor shall use reasonable endeavours for a period not exceeding 10 Business Days beginning on the date on which the notice of charge or assignment is sent by the relevant Chargor to the relevant counterparty in accordance with Clause 12.2(A)) to ensure that each person referred to in Clause 12.2(A) acknowledges receipt of that notice, substantially in the applicable form as set out in Schedule 10 (Notice to Insurers).

Representations

Status

It is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation.

It has the power to own its assets and carry on its business as it is being conducted.

Binding obligations

Non-conflict with other obligations

any law or regulation applicable to it in any material respect;

its constitutional documents in any material respect; or

any agreement or instrument binding upon it or any of its assets, breach of which would, in each case, have a Material Adverse Effect.

Power and authority

Validity and admissibility in evidence

to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party;

to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation; and

to enable it to create the Security created or expressed to be created pursuant to the Finance Documents to which it is a party and to ensure that such Security has the priority and ranking it is expressed to have,

Governing law and enforcement

the choice of English law as the governing law of the Finance Documents to which it is a party will be recognised and enforced in its jurisdiction of incorporation; and

any judgment obtained in England in relation to the Finance Documents to which it is a party will be recognised and enforced in its jurisdiction of incorporation.

Pari passu ranking

Security

Information Undertakings

Information: miscellaneous

Subject to paragraph (B) below, each Chargor shall supply to the Lender:

all documents dispatched by that Chargor to its creditors generally at the same time as they are dispatched;

promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against it, and which would, if adversely determined, have a Material Adverse Effect; and

promptly, such further information regarding its financial condition, business and operations as Lender may reasonably request.

Notwithstanding any other term of the Finance Documents, all reporting and other information requirements in the Finance Documents shall be subject to any confidentiality, regulatory or other restrictions relating to the supply of information concerning the Group or otherwise binding on any member of the Group.

Financial reports

Notification of Event of Default

Each Chargor shall notify the Lender of any Event of Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Chargor is aware that a notification has already been provided by another Chargor).

Promptly upon a request by the Lender, each Chargor shall supply to the Lender a certificate signed by two of its directors or senior officers on its behalf certifying that no Event of Default is continuing (or if an Event of Default is continuing, specifying the Event of Default and the steps, if any, being taken to remedy it).

General Undertakings

Negative pledge

No Chargor shall create or permit to subsist any Security over any of its assets.

No Chargor shall:

sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by a Chargor or any other member of the Group;

sell, transfer or otherwise dispose of any of its receivables on recourse terms;

enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

enter into any other preferential arrangement having a similar effect,

Clauses 15.1(A) and 15.1(B) do not apply to any Security or Quasi-Security listed or described below:

any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;

any lien arising by operation of law or in the ordinary course of business (including liens in respect of assets imposed by law, title retention, netting, set-off, other encumbrances arising as part of hedging, operation of bank accounts (including under a bank’s general terms and conditions) and trading relationships or arising as part of letter of credit transactions, and rental deposits);

any Security over or affecting any asset acquired by a member of the Group after the date of this Deed if:

the Security was not created in contemplation of the acquisition of that asset by a member of the Group;

the principal amount secured has not been increased in contemplation of, or since the acquisition of that asset by a member of the Group; and

the Security is removed or discharged within 6 months of the date of acquisition of such asset;

any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Deed, where the Security is created prior to the date on which that company becomes a member of the Group, if:

the Security was not created in contemplation of the acquisition of that company;

the principal amount secured has not increased in contemplation of or since the acquisition of that company; and

the Security is removed or discharged within 6 months of that company becoming a member of the Group;

any Security or Quasi-Security created or evidenced by any Finance Document;

any Security or Quasi-Security arising under the Existing Security Documents;

any Security or Quasi-Security arising pursuant to court proceedings and assessments by authorities (including tax and environmental) being contested in good faith with appropriate reserves;

any Security or Quasi-Security granted by a member of the Group in favour of a Chargor;

any Security or Quasi-Security arising under hire purchase agreements, conditional sale arrangements in respect of goods supplied to a Chargor in the ordinary course of day-to-day business and under suppliers’ standard or usual terms or arrangements having similar effect;

any Security or Quasi-Security in favour of tax or customs authorities in connection with the importation of goods;

any Security or Quasi-Security over goods, inventory or documents of title where the shipment or storage price is financed by a documentary credit;

cash cover relating to a letter of credit or by way of replacement for a letter of credit;

any Security or Quasi-Security in relation to which the Lender has provided its consent; and

any additional Security which exists in respect of any asset other than permitted under paragraphs (1) to (13) above securing indebtedness the outstanding principal amount of which in aggregate does not at any time exceed USD 1,000,000 (or its equivalent).

Disposals

No Chargor shall enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset with a market value exceeding USD 25,000.

Clause 15.2(A) does not apply to any sale, lease, transfer or other disposal:

made in the ordinary course of trading of the disposing entity;

of assets in exchange for other assets comparable or superior as to type, value and quality;

of obsolete or redundant assets for cash;

which is made by one Chargor to another Chargor;

which is mandatorily required by law; or

which is made with the prior consent of the Lender.

Pensions

Merger

Financial assistance

Conditions subsequent

Enforcement

When enforceable

Power of sale

Section 103 of the LPA

Section 93 of the LPA

No liability as mortgagee in possession

Privileges

No duty to enquire

whether the rights conferred by or pursuant to any Finance Document are exercisable;

whether any consents, regulations, restrictions or directions relating to such rights have been obtained or complied with;

otherwise as to the propriety or regularity of acts purporting or intended to exercise any such rights; or

as to the application of any money borrowed or raised.

Protection to purchasers

Receiver

Appointment of receiver

The Lender may appoint any one or more persons to be a Receiver of all or any part of the Charged Property if:

an Enforcement Event has occurred and is continuing; or

requested to do so by the Chargor.

Any appointment under ▇▇▇▇▇▇ 17.1(A) may be by deed, under seal or in writing under hand.

Removal

Remuneration

Agent of Chargor

Any Receiver will be deemed to be the agent of the Chargor for all purposes. Each Chargor alone is responsible for all contracts, engagements, acts, omissions, defaults, remuneration and all other costs, losses and expenses of a Receiver and for liabilities incurred by a Receiver.

The Lender will not incur any liability (either to a Chargor or any other person) by reason of its appointment of a Receiver or for any other reasons.

Lender’s rights

Powers of Receiver

General

A Receiver has all of the rights, powers and discretions set out below in this Clause 18 in addition to those conferred on it by any law, including all the rights, powers and discretions conferred on a receiver under the LPA and a receiver or an administrative receiver under the Insolvency Act 1986.

If there is more than one Receiver holding office at the same time, each Receiver may (unless the document appointing him states otherwise) exercise all of the powers conferred on a Receiver under this Deed individually and to the exclusion of any other Receiver.

Possession

Carry on business

Employees

A Receiver may appoint and discharge managers, officers, agents, accountants, servants, workmen and others for the purposes of this Deed upon such terms as to remuneration or otherwise as he thinks fit.

A Receiver may discharge any person appointed by a Chargor.

Borrow money

Sale of assets

A Receiver may sell, exchange, convert into money and realise any Charged Property by public auction or private contract and generally in any manner and on any terms which he thinks fit.

The consideration for any such transaction may consist of cash, debentures or other obligations, shares, stock or other valuable consideration and any such consideration may be payable in a lump sum or by instalments spread over any period which he thinks fit.

Fixtures may be severed and sold separately from the property containing them without the consent of a Chargor.

Leases

Compromise

Legal actions

Receipts

Subsidiaries

Delegation

Lending

Protection of assets

effect any repair or insurance and do any other act which a Chargor might do in the ordinary conduct of its business to protect or improve any Charged Property;

commence and/or complete any building operation; and

apply for and maintain any planning permission, building regulation approval or any other authorisation,

Other powers

do all other acts and things which he may consider desirable or necessary for realising any Charged Property or incidental or conducive to any of the rights, powers or discretions conferred on a Receiver under or by virtue of this Deed or law;

exercise in relation to any Charged Property all the powers, authorities and things which he would be capable of exercising if he were the absolute beneficial owner of that Charged Property; and

use the name of a Chargor for any of the above purposes.

Power of Attorney

Appointment

to do anything which that Chargor is obliged to do under any Finance Document; and

to exercise any of the rights conferred on the Lender, any Receiver or any Delegate in relation to the Charged Property or under any Finance Document, the LPA or the Insolvency Act 1986,

Ratification

Tacking

Delegation

Delegate and sub-delegates

Terms

Liability

Preservation of Security

Reinstatement

Waiver of defences

any time, waiver or consent granted to, or composition with, any Chargor or other person;

the release of any other Chargor or any other person under the terms of any composition or arrangement with any creditor of any other person;

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Chargor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Chargor or any other person;

any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature) or replacement of a Finance Document or any other document or security;

any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

any insolvency or similar proceedings.

Immediate recourse

Appropriations

refrain from applying or enforcing any other moneys, security or rights held or received by it (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Chargor shall be entitled to the benefit of the same; and

hold in an interest-bearing suspense account any moneys received from a Chargor or on account of a Chargor’s liability under the Transaction Security.

Deferral of ▇▇▇▇▇▇▇’s rights

to be indemnified by a Chargor or any other person;

to claim any contribution from any other guarantor of a ▇▇▇▇▇▇▇’s obligations under the Finance Documents;

to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Lender under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by the Lender;

to bring legal or other proceedings for an order requiring any Chargor to make any payment, or perform any obligation, in respect of which a Chargor has given a guarantee, undertaking or indemnity under any other Finance Document;

to exercise any right of set-off against any Chargor or other person; and/or

to claim or prove as a creditor of any Chargor or other person in competition with the Lender.

Costs and Expenses

Amendment costs

Enforcement Expenses

Enforcement expenses

Changes to the Parties

Assignments and transfer by the Chargors

Assignment and transfer by the Lender

Payments

Payments

Continuation of accounts

At any time if any subsequent Security affects any Charged Property or a petition is presented or resolution passed in relation to the winding-up of a Chargor, the Lender may open a new account in the name of that Chargor (whether or not it permits any existing account to continue).

If the Lender does not open such a new account, it shall nevertheless be treated as if it had done so when the relevant event occurred.

No moneys paid into any account, whether new or continuing, after that event shall discharge or reduce any Secured Liabilities.

Order of distributions

first, in or towards payment of all costs, losses, liabilities and expenses of and incidental to the appointment of any Receiver or Delegate and the exercise of any of its rights, including any remuneration and outgoings paid to it;

second, in or towards payment of the Secured Liabilities in the order selected by the Lender; and

third, in payment of any surplus to the relevant Chargor or other person entitled to it.

No set-off by ▇▇▇▇▇▇▇▇

Set-Off

Notices

Communications in writing

Addresses

in the case of a Chargor, that identified with its name below; and

in the case of the Lender, that identified with its name below,

Delivery

Any communication or document made or delivered by one person to another under or in connection with this Deed will only be effective:

if by way of email, when received; or

if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address;

Any communication or document to be made or delivered to the Lender will be effective only when actually received by the Lender and then only if it is expressly marked for the attention of the department or officer identified with the Lender’s signature below (or any substitute department or officer as the Lender shall specify for this purpose).

Any communication or document made or delivered to a Chargor in accordance with this Clause will be deemed to have been made or delivered to each of the Chargors.

Notification of address and email address

English language

Any notice given under or in connection with any Finance Document must be in English.

All other documents provided under or in connection with any Finance Document must be:

in English; or

if not in English, and if so required by the Lender, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

Release of Security

Partial Invalidity

Remedies and Waivers

Counterparts

Governing Law

Enforcement

Jurisdiction

The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed (including a dispute regarding the existence, validity or termination of this Deed or any non-contractual obligations arising out of or in connection with this Deed) (a “Dispute”).

The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

This Clause 34.1 is for the benefit of the Lender only. As a result, the Lender shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Lender may take concurrent proceedings in any number of jurisdictions.

Name of Chargor

Jurisdiction of

Incorporation or

Establishment

Registration Number

Name of Chargor

Name of company in

which Investments

are held

Investments held

disclose to the Lender any information relating to the Account[s] requested from you by the Lender;

For and on behalf of

[•]

as Chargor

For and on behalf of

[•]

as Chargor

[•]

as Chargor

if the Lender notifies us in writing that the Security Agreement has become enforceable, we agree to comply with any instructions given by the Lender;

we have not received notice of the interest of any third party in the Account[s];

we have neither claimed nor exercised, nor will claim or exercise, any security interest, set-off, counter-claim or other right in respect of the Account[s]; and

if the Lender notifies us in writing that the Security Agreement has become enforceable, we will not permit any amount to be withdrawn from the Account[s] without the prior written consent of the Lender.

[•]

as Chargor

[•]

as Chargor

[•]

as Chargor

All moneys payable by you to each Chargor in respect of the Insurances other than third party Insurances shall be paid as directed by each Chargor, unless and until you receive written notice from the Lender to the contrary, in which event you should make all future payments as then directed by the Lender. Thereafter we shall cease to have any right to deal with you in relation to the Insurances and from that time you should deal only with the Lender.

Subject to any applicable legislation and despite the assignments referred to above, all sums in respect of any claim under any third-party Insurance by an insured party shall be paid:

directly to the person whose claim(s) constitute(s) the risk or liability insured against, provided that such person has executed a discharge of all claims against each insured party in respect of the risk or liability in relation to which the claim was made; or

(despite any policy term to the contrary) to the extent that insurers accept liability to indemnify the insured party in respect of the claims or liabilities which the insured party has settled directly with the claimant, to the relevant insured party, unless the insured party is the Chargor, in which case such sums shall be paid as directed by the Chargor, unless and until you receive written notice from the Lender to the contrary, in which event you should make all future payments as then directed by the Lender. Thereafter we shall cease to have any right to deal with you in relation to the third-party Insurances and from that time you should deal only with the Lender.

You are authorised to disclose information in relation to the Insurances to the Lender on their request.

This authority and instruction may only be revoked or amended with the prior written consent of the Lender.

[•]

as Chargor

[•]

as Chargor

[•]

as Chargor

[•]

as Chargor

[•]

as Chargor

[•]

as Chargor

have not received any notice that any third party has or will have any right or interest in, or has made or will be making any claim or demand or taking any action in respect of, the rights of each Chargor under or in respect of the Lease Document (as defined in the notice); and

must pay all rent and all other monies payable by us under the Lease Document into the Rent Account (as defined in the notice); and

must continue to pay those monies into the Rent Account until we receive your written instructions to the contrary.

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇

▇▇▇▇ ▇▇▇▇▇▇▇▇

▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇, ▇▇ ▇▇▇▇▇

Attorney

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇

▇▇▇▇ ▇▇▇▇▇▇▇▇

▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇, ▇▇ ▇▇▇▇▇

Attorney

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇

▇▇▇▇ ▇▇▇▇▇▇▇▇

▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇, ▇▇ ▇▇▇▇▇

Attorney