Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Acceptable Confidentiality Agreement" means a confidentiality agreement between the Company and any Third Party that contains terms and conditions that are no less favorable to the Company than those contained in the NDA between Parent and the Company dated September 5, 2023, (it being understood that

Section 1.1(a) — Definition of "Material Adverse Effect" "Company Material Adverse Effect" means any event, change, circumstance, occurrence, effect, development, condition, or state of facts that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, assets, liabilities, financial condition, or results of operations of the Company and its Sub

Section 1.2 — Rules of Construction Unless the context of this Agreement otherwise requires: (a) Words of any gender include each other gender. (b) Words using the singular or plural number also include the plural or singular number, respectively. (c) The terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement. (d) The terms "Article," "Section," "Schedule," and "E

Section 2.1 — The Merger Upon the terms and subject to the conditions of this Agreement, and in accordance with the applicable provisions of the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company in a reverse triangular merger (the "Merger"). As a result of the Merger, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation

Section 2.2 — Closing The closing of the Merger (the "Closing") shall take place on the Business Day after the satisfaction or waiver (to the extent permitted by applicable Law) of the last of the conditions set forth in Article VII to be satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing

Section 2.3 — Effective Time On the Closing Date, the Parties shall cause a certificate of merger (the "Certificate of Merger"), in substantially the form attached hereto as Exhibit A, to be duly executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed wit

Section 2.4 — Effects of the Merger The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL, including Sections 259, 260, and 261 thereof. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers, and franchises of the Company and Merger Sub shall vest in the Surviving Co

Section 2.5 — Certificate of Incorporation of the Surviving Corporation At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as set forth in Exhibit B hereto, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms, the DGCL, and th

Section 2.6 — Bylaws of the Surviving Corporation At the Effective Time, the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation, in substantially the form set forth in Exhibit C hereto, until thereafter amended in accordance with their terms, the certificate of incorporation of the Surviving Corporation, and applicable Law; provided that refere

Section 2.7 — Post-Closing Purchase Price Adjustment (a) Final Closing Statement. Within days following the Closing Date, the Company (as directed by Parent) shall prepare and deliver to the Stockholder Representative a statement (the "Final Closing Statement") setting forth the Company's good-faith calculation of: (i) the Closing Date net working capital (calculated in accordance with the methodology and definitions

Section 2.8 — Directors and Officers of the Surviving Corporation (a) Directors. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified, or until their earl

ARTICLE III — MERGER CONSIDERATION; CONVERSION OF SHARES; EXCHANGE PROCEDURES

Section 3.1 — Conversion of Shares At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub, Parent, or any holder of shares of Company Common Stock or shares of common stock of Merger Sub: (a) Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares, Dissenting Shares, and Ro

Section 3.2 — Exchange Procedures (a) Paying Agent. Prior to the Effective Time, Parent shall appoint Cobalt Trust Company to act as the paying agent (the "Paying Agent") for the payment of the Merger Consideration in connection with the Merger. The Paying Agent shall act as agent for the holders of Company Common Stock in connection with the Merger for the purpose of receiving the aggregate Merger Consideration and

Section 3.3 — Dissenting Shares / Appraisal Rights (a) Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has properly demanded and perfected appraisal rights for such shares in accordance with Section 262 of the DGCL and who has not effectively withdrawn or lost such appra

Section 3.4 — Treatment of Company Equity Awards (a) Stock Options. At the Effective Time, each outstanding and unexercised option to purchase shares of Company Common Stock (each, a "Company Option"), whether or not vested or exercisable, shall be canceled and converted into the right to receive an amount in cash (without interest, and subject to applicable withholding Taxes) equal to the product of (i) the total nu

Section 3.5 — Further Assurances If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title, and possession to all of the assets, property, rights, privileges, powers, and franchises of the Company and Merger Sub, the officers and directors of the Surviving Corporation and Parent are fu

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE COMPANY Except as (i) set forth in the applicable section or subsection of the Company Disclosure Schedules (it being understood that any item disclosed in any section or subsection of the Company Disclosure Schedules shall be deemed disclosed with respect to any other section or subsection of this Article IV to the extent that the relevance of such disclosure to suc

Section 4.1 — Organization, Good Standing, and Qualification (a) The Company is a public limited company duly incorporated, validly existing, and in good standing (to the extent that the concept of "good standing" is applicable in the relevant jurisdiction) under the laws of England and Wales (Company No. 09734521). The Company has all requisite corporate power and authority to own, lease, and operate its assets and

Section 4.2 — Capitalization (a) The authorized capital stock of the Company consists of 500,000,000 shares of Company Common Stock, par value $0.001 per share, and 50,000,000 shares of preferred stock, par value $0.001 per share (the "Company Preferred Stock"). As of the date of this Agreement: (i) 184,200,000 shares of Company Common Stock are issued and outstanding; (ii) no shares of Company Preferred Stock are is

Section 4.3 — Subsidiaries (a) Schedule 4.3 sets forth a true, correct, and complete list of each Subsidiary of the Company, together with the jurisdiction of organization, the type of entity, the authorized and outstanding capital stock or other equity interests, and the percentage of such capital stock or equity interests owned, directly or indirectly, by the Company. (b) All of the outstanding shares of capital st

Section 4.4 — Authority; Due Authorization (a) The Company has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and, subject to obtaining the Stockholder Approval, to consummate the transactions contemplated hereby, including the Merger. (b) The execution, delivery, and performance by the Company of this Agreement and the consummation by the Company of th

Section 4.5 — No Conflict; Required Filings and Consents (a) The execution, delivery, and performance by the Company of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (i) conflict with or violate the memorandum and articles of association, certificate of incorporation, bylaws, or other comparable organizational documents of the Company or any of its Subsidiaries; (i