Form 8-K

8-K — Neuphoria Therapeutics Inc.

Accession: 0001213900-26-081052

Filed: 2026-07-24

Period: 2026-07-20

CIK: 0001191070

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Changes in Control of Registrant

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0298914-8k_neuphoria.htm (Primary)

EX-2.1 — AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 23, 2026, BY AND AMONG SCANCELL HOLDINGS PLC, SCANCELL MERGER SUB, INC. AND NEUPHORIA THERAPEUTICS INC (ea029891401ex2-1.htm)

EX-10.1 — FORM OF COMPANY VOTING AND SUPPORT AGREEMENT (ea029891401ex10-1.htm)

EX-10.2 — FORM OF PARENT VOTING AND SUPPORT DEED (ea029891401ex10-2.htm)

EX-10.3 — FORM OF LOCK-UP AGREEMENT (ea029891401ex10-3.htm)

EX-10.4 — FORM OF CONTINGENT VALUE RIGHTS AGREEMENT (ea029891401ex10-4.htm)

EX-10.5 — FORM OF SUBSCRIPTION AGREEMENT, BY AND AMONG SCANCELL HOLDINGS PLC, SCANCELL MERGER SUB, INC., NEUPHORIA THERAPEUTICS INC. AND INSTITUTIONAL INVESTORS (ea029891401ex10-5.htm)

EX-10.6 — FORM OF SUBSCRIPTION AGREEMENT, BY AND AMONG SCANCELL HOLDINGS PLC, SCANCELL MERGER SUB, INC., NEUPHORIA THERAPEUTICS INC. AND INDIVIDUAL INVESTORS (ea029891401ex10-6.htm)

EX-10.7 — LETTER AGREEMENT, DATED AS OF JULY 20, 2026, BETWEEN NEUPHORIA THERAPEUTICS INC. AND ARMISTICE CAPITAL MASTER FUND LTD (ea029891401ex10-7.htm)

EX-99.1 — PRESS RELEASE, DATED AS OF JULY 23, 2026 (ea029891401ex99-1.htm)

EX-99.2 — INVESTOR PRESENTATION OF SCANCELL HOLDINGS PLC, DATED JULY 2026 (ea029891401ex99-2.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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2026-07-20

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United

States

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF

THE

SECURITIES EXCHANGE ACT OF 1934

Date

of Report (date of earliest event reported): July 20, 2026

Neuphoria Therapeutics Inc.

(Exact

name of Registrant as Specified in its Charter)

Delaware

(State

Or Other Jurisdiction of Incorporation)

001-41157

99-3845449

(Commission

File Number)

(I.R.S.

Employer

Identification No.)

100 Summit Dr, Burlington, Massachusetts

01803

(Address of Principal Executive

Offices)

(Zip Code)

(339)

240-6066

Registrant’s

Telephone Number, Including Area Code

Securities

registered pursuant to Section 12(b) of the Act

Title

of Each Class

Trading

Symbol

Name

of each exchange on which registered

Common Stock, $0.00001 par value per share

NEUP

The Nasdaq Stock Market, LLC

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written communications

pursuant to Rule 425 under the Securities Act

☒

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01. Entry into a Material Definitive Agreement

Merger

Agreement

July 23, 2026, Neuphoria Therapeutics Inc., a Delaware corporation (the “Company”), entered into an Agreement and

Plan of Merger (the “Merger Agreement”) with Scancell Holdings plc, a public limited company incorporated under the

laws of England and Wales (“Parent”), and Scancell Merger Sub, Inc., a Delaware corporation and an indirect wholly

owned subsidiary of Parent (“Merger Sub”). Upon the terms and subject to the satisfaction or waiver of the conditions

set forth in the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company surviving the merger as an indirect

wholly owned subsidiary of Parent (the “Merger” and, together with the other transactions contemplated by the Merger

Agreement, the “Transactions”). All defined terms used in this summary of the Merger Agreement that are not otherwise

defined herein have the meanings ascribed to such terms in the Merger Agreement.

Subject

to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each

share of common stock of the Company, par value $0.00001 per share (“Company Common Stock”), issued and outstanding

immediately prior to the Effective Time, other than excluded shares, will be converted into the right to receive (i) a number of American

Depositary Shares of Parent (“Parent ADSs”) equal to the exchange ratio determined in accordance with the Merger Agreement

(the “Equity Consideration”) and (ii) one contingent value right (each, a “CVR” and, together with

the Equity Consideration, the “Merger Consideration”).

Pursuant

to the Merger Agreement, the exchange ratio (the “Exchange Ratio”) is calculated upon the Effective Time, on a pro

forma basis and based upon the number of Parent ADSs expected to be issued in connection with the Merger and the PIPE Financing. Pre-Merger

stockholders of the Company (other than Subscribers in the PIPE Financing) are expected to own approximately 11.1% of the combined company,

pre-Merger shareholders of Parent will own approximately 64.9% of the combined company and the Subscribers in the PIPE Financing are

expected to hold approximately 17.3% (assuming gross proceeds from the PIPE Financing of $38.6 million), in each case calculated on

a fully diluted basis, using the treasury stock method, and subject to certain assumptions, including (i) the Parent Valuation of $144,612,002,

(ii) the Company Valuation of $24,598,949, and (iii) the relative capitalization of Parent and the Company, as determined in accordance

with the Exchange Ratio formula set forth in the Merger Agreement. The Exchange Ratio and related share counts are subject to customary

anti-dilution adjustment for stock splits or similar events (including Parent’s planned reverse share split) between signing and

closing, and no fractional Parent ADSs will be issued, with fractional entitlements rounded to the nearest whole ADS.

The

Merger Agreement contains representations and warranties of the parties regarding their respective businesses. The Merger Agreement also

contains certain covenants made by each of the Company and Parent, including non-solicitation restrictions binding each party (and subject

to certain exceptions as further described in the Merger Agreement) and its representatives and restrictions on the operation of each

party’s business between the date of the Merger Agreement and the Effective Time.

connection with the Merger, the parties will prepare and Parent will cause to be filed with the SEC a registration statement on Form

F-4, which will contain a proxy statement relating to the Company Stockholder Meeting (the “Proxy Statement/Prospectus”),

to register the Parent ADSs and the Parent Ordinary Shares represented thereby to be issued pursuant to the Merger (the “Form

F-4”). The Company will seek the approval of the Company’s stockholders at the Company Stockholder Meeting, which will

be called for the purpose of voting on the adoption of the Merger Agreement (the “Company Stockholder Approval”).

In addition, Parent will seek the approval of Parent’s shareholders at the Parent Shareholder Meeting, which will encompass resolutions

required under the Companies Act 2006 to implement the Merger and the Concurrent Financing, including, among other matters: (i) the allotment

of the Parent Consideration Shares to be issued to stockholders of the Company in connection with the Merger; (ii) the AIM Reverse Split

at a ratio to be mutually agreed upon by Parent and the Company, to be effected prior to the Closing; and (iii) the allotment of Parent

Ordinary Shares and Non-Voting Ordinary Shares in connection with the Concurrent Financing (the “Parent Shareholder Approval”).

the event the Company Board of Directors makes a Company Board Adverse Recommendation Change (as defined in the Merger Agreement) as

a result of a Superior Offer (as defined in the Merger Agreement), the Company will remain obligated to hold the stockholder meeting

to seek the Company vote on the Company Stockholder Approval under the terms of the Merger Agreement and may not terminate the Merger

Agreement in order to enter into an agreement with respect to such Superior Offer.

The

completion of the Merger is subject to customary closing conditions, including, among others, (i) the Company Stockholder Approval and

the Parent Shareholder Approval; (ii) approval of the Nasdaq listing of the Parent ADSs (and the Parent Ordinary Shares represented thereby);

(iii) Subscription Agreements remaining in full force and effect and Parent receiving not less than $75.0 million in gross cash proceeds

from the concurrent financing prior to or substantially simultaneously with the closing; (iv) effectiveness of the Form F-4; (v) circulation

of the Parent Circular to Parent’s shareholders; (vi) Closing Net Cash of at least $10,000,000 as of December 31, 2026 or at the

Closing, whichever occurs earlier; (vii) receipt by Parent of certain required third-party consents; and (viii) execution and delivery

by the applicable signatories of the Company Lock-Up Agreements and the Parent Lock-Up Agreements, each of which shall be in full force

and effect as of immediately following the Effective Time.

The

Merger Agreement contains certain termination rights for the Company and Parent, including termination by mutual written agreement, by

either party if the Merger has not been consummated by February 28, 2027, subject to a 60-day extension if the SEC has not declared the

Form F-4 effective, by either party if a final and non-appealable governmental order permanently enjoins or prohibits the Merger, by

either party if the Company stockholder approval or Parent Shareholder Approval is not obtained, by Parent in certain circumstances involving

a Company adverse recommendation change or material breach of the Company’s no-solicitation obligations, and by either party for

certain uncured breaches by the other party.

the Merger Agreement is terminated due to the failure to obtain the Company Stockholder Approval at the Company Stockholder Meeting,

the Company may be required to pay to Parent a Company No Vote Payment, equal to Parent’s aggregate fees and expenses reasonably

incurred in connection with the transactions contemplated by the Merger Agreement. Similarly, if the Merger Agreement is terminated due

to the failure to obtain the Parent Shareholder Approval at the Parent Shareholder Meeting, Parent may be required to pay to the Company

a Parent No Vote Payment, equal to the Company’s aggregate fees and expenses reasonably incurred in connection with the transactions

contemplated by the Merger Agreement.

Voting

and Lock-Up Agreements

Concurrently

with the execution of the Merger Agreement, certain stockholders of the Company, including all directors and officers and certain other

significant holders of common stock, entered into voting and support agreements with Parent and Merger Sub (the “Company Voting

Agreements”).

Under

the Company Voting Agreements, each securityholder agreed, among other things, not to transfer covered securities or enter into voting

trusts or similar arrangements with respect to covered securities, subject to customary permitted transfers, and to appear at stockholder

meetings for quorum purposes and vote the covered securities in favor of the Merger Agreement and the Transactions and any related adjournment

proposal, and against competing acquisition proposals and other actions, proposals, transactions or agreements that could reasonably

be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Transactions. Each

such securityholder also granted Parent an irrevocable proxy to vote the Subject Securities (as defined below) consistent with these

obligations, agreed to customary non-solicitation, confidentiality, no-litigation and further-assurances covenants, and made customary

representations and warranties regarding its ownership of and authority over the Subject Securities.

The

Company Voting Agreements terminate automatically upon the earliest of the Effective Time, termination of the Merger Agreement in accordance

with its terms, certain amendments, waivers, supplements or changes to the Merger Agreement made without the applicable securityholder’s

prior written consent that decrease or change the form of consideration or otherwise materially and adversely affect such securityholder,

a Company Adverse Recommendation Change, or the date and time set forth in a written agreement of Parent and the applicable securityholder.

Concurrently

with the execution of the Merger Agreement, certain shareholders and all directors of Parent entered into a voting and support deed with

Parent, Merger Sub and the Company (the “Parent Voting and Support Deed”), covering the ordinary shares of Parent

held by such shareholder together with any additional Parent or Company securities acquired during the term of the deed (the “Subject

Securities”).

Under

the Parent Voting and Support Deed, each securityholder agreed, among other things, not to transfer the Subject Securities or enter into

voting trusts, proxies, or similar arrangements with respect to them, subject to customary permitted transfers to estate-planning or

charitable transferees, affiliated entities, or other transferees who agree to be bound by the deed. Each such securityholder also agreed

to appear (in person or by proxy) at Parent shareholder meetings for quorum purposes and to vote the Subject Securities in favor of the

Parent Shareholder Approval and any related adjournment proposal, and against any action that could reasonably be expected to breach

Parent’s or each such securityholder’s obligations under the Merger Agreement or the deed, and any other action, proposal,

transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect, or inhibit

the timely consummation of the transactions or change the voting rights of Parent’s shares. Each such securityholder also granted

Parent an irrevocable proxy to vote the Subject Securities consistent with these obligations, agreed to customary non-solicitation, confidentiality,

no-litigation and further-assurances covenants, and made customary representations and warranties regarding its ownership of and authority

over the Subject Securities.

The

Parent Voting and Support Deed terminates automatically upon the earliest of the Effective Time, termination of the Merger Agreement

in accordance with its terms, as to a given securityholder, any amendment, waiver, supplement or change to the Merger Agreement made

without that securityholder’s prior written consent that materially and adversely affects such securityholder, a Parent Adverse

Recommendation Change, or the date and time set forth in a written agreement between Parent and the applicable securityholder.

the Effective Time, certain directors, officers and stockholders of the Company and Parent, are expected to enter into lock-up agreements

(the “Lock-Up Agreements”). Pursuant to the Lock-Up Agreements, subject to specified exceptions, the applicable signatories

are expected to accept restrictions on transfers of Parent ADSs and any Parent ordinary shares represented thereby that are beneficially

owned by such persons or received in connection with the Merger for the restricted period specified in the applicable Lock-Up Agreement.

Contingent

Value Rights Agreement

or prior to the Effective Time, Parent is expected to enter into a Contingent Value Rights Agreement (the “CVR Agreement”)

with a rights agent (the “Rights Agent”). Pursuant to the CVR Agreement, the initial holders will be the holders of

Company Common Stock as of the close of business on the last business day prior to the day on which the Effective Time occurs, and one

CVR will be issued with respect to each share of Company Common Stock outstanding as of such record date.

Each

CVR represents a contractual right to receive a pro rata share of CVR payments, if any, equal to 100% of the net proceeds actually received

by Parent or its affiliates (i) under the Company’s research collaboration and licence agreement with Merck Sharp & Dohme Corp.

for a period of 15 years from Completion; (ii) under the Participants Agreement and associated CRC Commercialisation License Agreements

(including the existing licence agreement with Pfizer relating to KAT6), for a period of 15 years from Completion; (iii) pursuant to

any monetization of certain of the Company’s intellectual property rights within the applicable timeframe as set out in the CVR

Agreement; and (iv) in respect of an Australian R&D tax credit of the Company in respect of the year ended June 30, 2026. The CVR

Agreement defines gross proceeds to include upfront, milestone, royalty and other payments received under the applicable Partner Agreements

(as defined in the CVR Agreement), subject to the exclusions and deductions described in the CVR Agreement.The CVRs will not be evidenced

by certificates or other instruments, will not have voting or dividend rights, will not bear interest, will not represent any equity,

loan capital or ownership interest in Parent or any of its affiliates and will not be listed on any quotation system or traded on any

securities exchange. The CVRs will be non-transferable except through limited permitted transfers, and there can be no assurance that

any CVR holder will receive any payment pursuant to the CVR Agreement.

Subscription

Agreements

connection with the Merger Agreement, Parent entered into subscription agreements (each, a “Subscription

Agreement” and collectively, the “Subscription Agreements”) with certain investors (each, a “Subscriber”),

pursuant to which each Subscriber agreed to purchase, and Parent agreed to issue and sell, Parent ADSs and/or voting and/or

non-voting ordinary shares of Parent, par value £0.001 per share (the “Ordinary Shares”, “Non-Voting Ordinary

Shares” and, together with the Parent ADSs, the “PIPE

Securities”), at a purchase price of $0.1205 per PIPE Security (the “Placement

Price”), in a private placement (the “PIPE Financing”) to

be consummated prior to or concurrently with the closing of the Merger. The closing of the PIPE Financing is contingent upon, and

will occur on the date of, the closing of the Merger, and is subject to customary closing conditions.

Parent

has agreed, within thirty (30) calendar days after the closing of the Merger, to file with the SEC a registration statement registering

the resale of the PIPE Securities and to use commercially reasonable efforts to cause it to become effective as soon as practicable thereafter.

Each Subscription Agreement will automatically terminate, and the related PIPE Securities will not be issued, upon the earliest of the

mutual written agreement of the parties to terminate, the termination of the Merger Agreement in accordance with its terms, the failure

of the applicable closing conditions to be satisfied or waived as of the closing date, or written notice of termination by either party

if the transactions contemplated by the Subscription Agreement have not been consummated by the End Date.

Placing and Retail Offer

Concurrently

with the signing of the Merger Agreement, Parent has entered into a placing agreement with Panmure Liberum Limited (the “Placing

Agreement” and the “UK Placement Agent”) in connection with a proposed equity raise of approximately

$12.0 million (c.£9.0 million) via a placing of new Ordinary Shares via an accelerated bookbuild process with select

new and existing UK institutional investors at the GBP equivalent of the Placement Price (the “UK Placing”). In addition,

Parent has entered into a retail offer agreement with Winterflood, a division of Marex Financial, to conduct a retail offer (the “Retail

Offer”) via the Winterflood Retail Access Platform at the GBP equivalent of the Placement Price to raise up to a further $3.0 million

(c.£2.3 million), open to existing shareholders of Parent and new qualifying UK retail investors. The UK Placing and the

Retail Offer will each be effected pursuant to Parent’s existing share capital authorities. Neither the UK Placing nor the Retail

Offer is conditional upon completion of the Merger and the PIPE Financing. The UK Placing and the Retail Offer are expected to complete,

and the new Ordinary Shares will be admitted to trading on AIM, a market of the London Stock Exchange, on July 28, 2026.

Warrant

Amendment Letter Agreement

July 20, 2026, the Company entered into a letter agreement (the “Warrant Letter Agreement”) with Armistice Capital

Master Fund Ltd. (“Armistice”), the holder of a Common Stock Purchase Warrant issued by the Company to Armistice on

December 24, 2024 (the “Warrant”).

Pursuant

to the Warrant Letter Agreement, the parties agreed that, if the “Black Scholes Value” (as defined in the Warrant) otherwise

payable to Armistice upon exercise of the “Cash-Out Right” (as defined in the Warrant) in connection with the Merger exceeds

$3,500,000, the amount of such excess (the “Excess Amount”) will be payable to Armistice, at its option and in lieu

of cash, in the form of Parent ordinary shares, Parent ADSs, warrants to purchase Parent ordinary shares or Parent ADSs, or a combination

thereof (the “Warrant Equity Consideration”). The number of Parent ordinary shares constituting or underlying the

Warrant Equity Consideration will equal the Excess Amount (or the portion thereof paid as Warrant Equity Consideration) divided by the

Parent Per Share Price (as defined in the Merger Agreement), multiplied by 125%. Except as expressly modified by the Warrant Letter Agreement,

all other terms and conditions of the Warrant remain unmodified and in full force and effect.

The

foregoing descriptions of the Merger Agreement, the Company Voting Agreements, the Parent Voting and Support Deed, the Lock-Up Agreements,

the CVR Agreement, the Subscription Agreements and the Warrant Letter Agreement do not purport to be complete and are qualified in their

entirety by reference to the full text of the Merger Agreement, the form of Voting Agreement, the form of Parent Voting and Support Deed,

the form of Lock-Up Agreement, the form of CVR Agreement, the form of Subscription Agreement with institutional investors, the form of

Subscription Agreement with individual investors and the Warrant Letter Agreement, copies or forms of which are filed as Exhibits 2.1,

10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7, respectively, to this Current Report on

Form 8-K (this “Current Report”) and are incorporated herein by reference.

Item

5.01. Changes in Control of Registrant.

the extent required by this Item, the information included in Item 1.01 of this Current Report is incorporated herein by reference.

Item

7.01. Regulation FD Disclosure.

July 23, 2026, the Company and Parent issued a joint press release announcing the entry into the Merger Agreement. The press release

is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference, except that the information

contained on the websites referenced in the press release is not incorporated herein by reference.

Furnished

as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is an investor presentation that Parent has prepared for

use in connection with the PIPE Financing.

The

information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2

attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as

amended (the “Exchange Act”), or otherwise subject to the liabilities of

that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as

expressly set forth by specific reference in such filing.

Additional Information About the Proposed Transactions

and Where to Find It

The proposed Transactions will be submitted to

stockholders of the Company for their consideration. Parent intends to file a registration statement on Form F-4 (the “Registration

Statement”) with the Securities and Exchange Commission (the “SEC”), which will include a definitive proxy statement

to be distributed to the Company’s stockholders in connection with the Company’s solicitation of proxies for the vote by the

Company’s stockholders in connection with the proposed Transactions and other matters to be described in the Registration Statement,

as well as the prospectus relating to the offer of the securities to be issued to the Company’s stockholders in connection with

the completion of the proposed Transactions. After the Registration Statement has been filed and declared effective by the SEC, a definitive

proxy statement/prospectus and other relevant documents will be mailed to the Company’s stockholders as of the record date established

for voting on the proposed Transactions.

BEFORE MAKING ANY VOTING DECISION, INVESTORS AND

SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE FORM F-4, THE PROXY STATEMENT/PROSPECTUS, AND OTHER RELEVANT DOCUMENTS FILED WITH THE

SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AND ANY OTHER DOCUMENTS FILED BY EACH OF SCANCELL AND NEUPHORIA WITH THE SEC IN CONNECTION

WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SCANCELL, NEUPHORIA,

THE PROPOSED MERGER AND RELATED MATTERS.

Investors and security holders will be able to

read the F-4, the proxy statement/prospectus and other documents filed with the SEC by the parties

through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies

of the documents on Parent’s website at http://scancell.co.uk/ (for documents filed with the SEC by Scancell) or on the Company’s

website at https://www.neuphoriatx.com/ (for documents filed with the SEC by Neuphoria)

Participants in the Solicitation

The Company, Parent and their respective directors,

executive officers and certain employees may be deemed to be participants in the solicitation of proxies from the security holders of

the Company and Parent, respectively, in connection with the proposed Merger. Stockholders may obtain information regarding the names,

affiliations and interests of the Company’s directors and officers in the Company’s Annual Report on Form 10-K for the fiscal

year ended June 30, 2025, which was filed with the SEC on September 29, 2025, and its definitive proxy statement on Schedule 14A for the

2025 annual meeting of stockholders, which was filed with the SEC on November 24, 2025. To the extent the holdings of the Company’s

securities by its directors and executive officers have changed since the amounts set forth in the Company’s proxy statement for

its 2025 annual meeting of stockholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed

with the SEC. Information regarding the names, affiliations and interests of Parent’s directors and officers is contained in Parent’s

Annual Report for the fiscal year ended April 30, 2025 and can be obtained free of charge on its website at http://scancell.co.uk/ or

on the London Stock Exchange website at www.londonstockexchange.com. Additional information regarding the interests of such individuals

in the proposed Merger will be included in the definitive proxy statement/prospectus relating to the proposed Merger when it is filed

with the SEC. These documents (when available) may be obtained free of charge from the SEC’s website at www.sec.gov, the Company’s

website at https://www.neuphoriatx.com/ and Scancell’s website at http://scancell.co.uk/.

Forward-Looking Statements

This Form 8-K contains “forward-looking

statements”. All statements other than statements of historical fact contained in this report are forward-looking statements within

the meaning of Section 27A of the United States Securities Act of 1933, as amended (the “Securities Act”), and Section 21E

of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are often

identified by the words “believe,” “expect,” “anticipate,” “plan,” “intend,”

“foresee,” “should,” “would,” “could,” “may,” “estimate,” “outlook”

and similar expressions, including the negative thereof. The absence of these words, however, does not mean that the statements are not

forward-looking. These statements include: express or implied statements regarding the structure, timing and completion of the Merger;

the listing of Parent’s ADSs on Nasdaq after the closing of the Merger; expectations and timing regarding Parent’s entry into

the CVR Agreement; the anticipated timing of the closing of the PIPE Financing, UK Placing and Retail Offer; and other statements that

are not statements of historical fact. These forward-looking statements are based on our current expectations, beliefs and assumptions

concerning future developments and business conditions and their potential effect on us. While the Company’s management believes

that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us

will be those that we anticipate.

Factors that could cause actual results to

differ materially from those in the forward-looking statements include failure to obtain applicable stockholder approvals in a

timely manner or otherwise; failure to satisfy other closing conditions to the Merger; failure to reach definitive agreements in

relation to the Debt Financing; failure to realize anticipated benefits of the Merger; risks relating to unanticipated costs,

liabilities or delays of the Merger; failure or delays in research and development programs; unanticipated changes relating to

competitive factors in the companies’ industry; risks relating to expectations regarding the capitalization, resources and

ownership structure of the combined company post-Merger; the availability of sufficient resources for the combined Company’s

operations and to conduct or continue planned clinical development programs; the outcome of any legal proceedings related to the

Merger; risks related to the ability to correctly estimate operating expenses and expenses associated with the Merger; risks related

to the ability to project future cash utilization and reserves needed for contingent future liabilities and business operations;

risks related to the changes in market prices of the shares of the Company’s Common Stock or Parent’s Ordinary Shares

relative to the exchange ratio; ability to hire and retain key personnel; the potential impact of announcement or consummation of

the proposed Transactions on relationships with third parties; changes in law or regulations affecting the Company or Parent;

international, national or local economic, social or political conditions that could adversely affect the companies and the

Company’s and Parent’s businesses; conditions in the credit markets; and risks associated with assumptions the parties

make in connection with the parties’ critical accounting estimates and other judgments.

All of our forward-looking statements involve

risks and uncertainties (some of which are significant or beyond our control) and assumptions that could cause actual results to differ

materially from our historical experience and our present expectations or projections. You should carefully consider the foregoing factors

and the other risks and uncertainties that affect the parties’ businesses, including those described in the Company’s most

recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to

time by the Company with the SEC and those described in Parent’s annual reports, relevant reports and other documents published

from time to time by Parent. We wish to caution you not to place undue reliance on any forward-looking statements, which speak only as

of the date they are made. We undertake no obligation to publicly update or revise any of our forward-looking statements after the date

they are made, whether as a result of new information, future events or otherwise, except to the extent required by law.

No Offer or Solicitation

The offer and sale of the securities to be sold

in the PIPE Financing are being made in a transaction not involving a public offering, and the securities have not been registered under

the Securities Act, or applicable state securities laws, and will be sold in a private placement pursuant to Section 4(a)(2) of the Securities

Act and Rule 506 of Regulation D as promulgated by the SEC under the Securities Act. Accordingly, the securities may not be offered

or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration

requirements of the Securities Act. Pursuant to the subscription agreements, Parent has agreed to file a registration statement with the SEC registering

the resale of the ADSs and Ordinary Shares (or ADSs issued upon the re-designation of the Non-Voting Ordinary Shares) issued in the PIPE

Financing.

The offer and sale of securities to be sold in

the UK Placing and the Retail Offer will only be made outside the U.S. to non-U.S. persons pursuant to Regulation S under the Securities

Act.

This communication is not intended to and does

not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for

any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there

be any sale, issuance or transfer of securities in any jurisdiction, in each case in contravention of applicable law. No offer of securities

shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act and applicable European or

UK, as appropriate, regulations.

Subject to certain exceptions to be approved

by the relevant regulators or certain facts to be ascertained, the PIPE Financing will not be made, directly or indirectly, in or into

any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means

or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce,

or any facility of a national securities exchange, of any such jurisdiction.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Exhibit

Description

2.1*

Agreement

and Plan of Merger, dated as of July 23, 2026, by and among Scancell Holdings plc, Scancell Merger Sub, Inc. and Neuphoria

Therapeutics Inc.

10.1

Form of Company Voting and Support Agreement.

10.2

Form of Parent Voting and Support Deed.

10.3

Form of Lock-Up Agreement.

10.4

Form of Contingent Value Rights Agreement.

10.5

Form of Subscription Agreement, by and among Scancell Holdings plc, Scancell Merger Sub, Inc., Neuphoria Therapeutics Inc. and institutional investors.

10.6

Form of Subscription Agreement, by and among Scancell Holdings plc, Scancell Merger Sub, Inc., Neuphoria Therapeutics Inc. and individual investors.

10.7

Letter Agreement, dated as of July 20, 2026, between Neuphoria Therapeutics Inc. and Armistice Capital Master Fund Ltd.

99.1

Press Release, dated as of July 23, 2026

99.2

Investor Presentation of Scancell Holdings plc, dated July 2026

104

Cover Page Interactive Data File (the cover page XBRL

tags are embedded within the iXBRL document).

Certain schedules and exhibits

have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted

schedule or exhibit to the SEC upon request.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned, thereunto duly authorized.

NEUPHORIA THERAPEUTICS INC.

By:

/s/ Spyridon

Papapetropoulos

Spyridon Papapetropoulos

Chief Executive Officer

Date: July 24, 2026

EX-2.1 — AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 23, 2026, BY AND AMONG SCANCELL HOLDINGS PLC, SCANCELL MERGER SUB, INC. AND NEUPHORIA THERAPEUTICS INC

EX-2.1

Filename: ea029891401ex2-1.htm · Sequence: 2

Exhibit 2.1

AGREEMENT AND

PLAN OF MERGER

by and among

SCANCELL HOLDINGS PLC,

SCANCELL MERGER SUB, INC.

and

NEUPHORIA THERAPEUTICS INC.

Dated as of July 23, 2026

TABLE OF CONTENTS

Page

Article I DEFINITIONS AND INTERPRETATIONS

Section 1.01

Definitions

Section 1.02

Other Definitional and Interpretative Provisions

Article II CLOSING; THE MERGER

Section 2.01

Closing

Section 2.02

The Merger

Section 2.03

Conversion and Cancellation of Shares in the Merger

Section 2.04

Surrender and Payment

Section 2.05

Dissenters’ Rights

Section 2.06

Company Equity Awards; Company Warrants

Section 2.07

Contingent Value Right

Section 2.08

Adjustments; Closing Statements

Section 2.09

Fractional ADSs

Section 2.10

Withholding Rights

Section 2.11

Lost Certificates

Section 2.12

Further Assurances

Article III ORGANIZATIONAL DOCUMENTS; DIRECTORS AND OFFICERS

Section 3.01

Certificate of Incorporation and Bylaws of the Surviving Corporation

Section 3.02

Directors and Officers of the Surviving Corporation

Article IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND ITS SUBSIDIARIES

Section 4.01

Corporate Existence and Power

Section 4.02

Corporate Authorization

Section 4.03

Governmental Authorization

Section 4.04

Non-contravention

Section 4.05

Capitalization

Section 4.06

Subsidiaries

Section 4.07

SEC Filings and the Sarbanes-Oxley Act

Section 4.08

Financial Statements and Financial Matters

Section 4.09

Absence of Certain Changes

Section 4.10

No Undisclosed Liabilities

Section 4.11

Litigation

Section 4.12

Permits

Section 4.13

Compliance with Laws

Section 4.14

Regulatory Matters

Section 4.15

Material Contracts

Section 4.16

Taxes

Section 4.17

Employees and Employee Benefit Plans

Section 4.18

Labor Matters

Section 4.19

Intellectual Property

Section 4.20

Properties

Section 4.21

Environmental Matters

Section 4.22

FCPA; Anti-Corruption; Sanctions

Section 4.23

Outward Investment Security Program (OISP)

Section 4.24

CFIUS

Section 4.25

Insurance

Section 4.26

Transactions with Affiliates

Section 4.27

Antitakeover Statutes

Section 4.28

Opinion of Financial Advisor

Section 4.29

Finders’ Fees

Section 4.30

No Other Representations and Warranties

Article V REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Section 5.01

Corporate Existence and Power

Section 5.02

Corporate Authorization

Section 5.03

Governmental Authorization

Section 5.04

Non-contravention

Section 5.05

Capitalization

Section 5.06

Subsidiaries

Section 5.07

Regulatory Filings

Section 5.08

Financial Statements and Financial Matters

Section 5.09

Absence of Certain Changes

Section 5.10

No Undisclosed Liabilities

Section 5.11

Litigation

Section 5.12

Permits

Section 5.13

Compliance with Laws

Section 5.14

Regulatory Matters

Section 5.15

Material Contracts

Section 5.16

Intellectual Property

Section 5.17

FCPA; Anti-Corruption; Sanctions

Section 5.18

Transactions with Affiliates

Section 5.19

Antitakeover Statutes

Section 5.20

Finders’ Fees

Section 5.21

No Other Representations and Warranties

Article VI COVENANTS Relating to the Conduct of the Businesses

Section 6.01

Conduct of the Company

Section 6.02

Conduct of Parent

Section 6.03

No Solicitation by the Company

Section 6.04

No Solicitation by Parent

Section 6.05

Access to Information; Confidentiality

Article VII Additional Agreements

Section 7.01

Reasonable Best Efforts; Filings

Section 7.02

Certain Filings; SEC Matters

Section 7.03

Company Stockholder Meeting; Parent Shareholder Meeting

Section 7.04

Public Announcements

Section 7.05

Certain Tax Matters

Section 7.06

Employee Matters

Section 7.07

Section 16 Matters

Section 7.08

Listing

Section 7.09

Listing Application

Section 7.10

State Takeover Statutes

Section 7.11

Transaction Litigation

Section 7.12

Notification

Section 7.13

Director and Officer Liability

Section 7.14

Obligations of Merger Sub

Section 7.15

[Concurrent Financing

Section 7.16

Post Closing Matters; Governance

Article VIII CONDITIONS TO THE MERGER

Section 8.01

Conditions to the Obligations of Each Party

Section 8.02

Conditions to the Obligations of Parent and Merger Sub

Section 8.03

Conditions to the Obligations of the Company

Section 8.04

Frustration of Closing Conditions

iii

Article IX TERMINATION

Section 9.01

Termination

Section 9.02

Effect of Termination

Section 9.03

Termination Payments

Article X MISCELLANEOUS

Section 10.01

Notices

Section 10.02

Survival

Section 10.03

Amendments and Waivers

Section 10.04

Expenses

Section 10.05

Disclosure Schedule References and SEC Document References

Section 10.06

Binding Effect; Benefit; Assignment

Section 10.07

Governing Law

Section 10.08

Jurisdiction/Venue

Section 10.09

WAIVER OF JURY TRIAL

Section 10.10

Counterparts; Effectiveness

Section 10.11

Entire Agreement

Section 10.12

Severability

Section 10.13

Specific Performance

Exhibits:

EXHIBIT A -

FORM OF COMPANY VOTING & SUPPORT AGREEMENT

EXHIBIT B -

FORM OF PARENT VOTING & SUPPORT AGREEMENT

EXHIBIT C -

FORM OF SUBSCRIPTION AGREEMENT

EXHIBIT D - FORM

OF CVR AGREEMENT

Schedules:

Schedule 8.02(f)

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF

MERGER (this “Agreement”), dated as of July 23, 2026, is entered into by and among Scancell Holdings plc, a public

limited company incorporated under the laws of England and Wales (“Parent”), Scancell Merger Sub, Inc., a Delaware corporation

and an indirect wholly owned Subsidiary of Parent (“Merger Sub”), and Neuphoria Therapeutics Inc., a Delaware corporation

(the “Company,” and together with Parent and Merger Sub, the “Parties” and each a “Party”).

All terms used but not defined in this Preamble and the Recitals have such meanings as ascribed in Section 1.01(a) or Section

1.01(b).

WHEREAS, Parent and the Company

intend to effect the Merger in accordance with this Agreement and Applicable Law, whereupon the separate existence of Merger Sub shall

cease and the Company shall be the surviving corporation and become an indirect wholly owned subsidiary of Parent;

WHEREAS, the Board of Directors

of the Company has unanimously (i) determined that this Agreement and the transactions contemplated hereby (including the Merger) are

fair to and in the best interests of the Company and its stockholders, (ii) approved, adopted and declared advisable this Agreement and

the transactions contemplated hereby (including the Merger), (iii) directed that the adoption of this Agreement be submitted to a vote

at a meeting of the Company’s stockholders, and (iv) recommended the adoption of this Agreement by the Company’s stockholders;

WHEREAS, the Board of Directors

of Parent has unanimously resolved (i) that this Agreement and the Merger and the transactions contemplated hereby would be most likely

to promote the success of Parent for the benefit of its shareholders as a whole, (ii) that resolutions in accordance with the CA 2006

as required to implement both Concurrent Financing and the transactions contemplated hereby including the allotment of the Parent Consideration

Shares in connection with the Merger be put to a vote of Parent’s shareholders at a meeting of Parent’s shareholders (the

“Parent Shareholder Approval”), and (iii) to recommend that Parent’s shareholders vote in favor of the Parent

Shareholder Approval;

WHEREAS, the Board of Directors

of Merger Sub has unanimously (i) determined that this Agreement and the transactions contemplated hereby (including the Merger) are fair

to and in the best interests of Merger Sub and its stockholder, (ii) approved, adopted and declared advisable this Agreement and the transactions

contemplated hereby (including the Merger), (iii) directed that this Agreement be submitted to its stockholder for its approval and adoption,

and (iv) recommended approval and adoption of this Agreement and the transactions contemplated hereby by its stockholder;

WHEREAS, concurrently

with the execution and delivery of this Agreement, as a condition and inducement to Parent’s and Merger Sub’s

willingness to enter into this Agreement, certain holders of Company Common Stock are entering into a Voting and Transaction Support

Agreement (the “Company Voting Agreement”) in substantially the form attached hereto as Exhibit A with Parent and

Merger Sub, pursuant to which such stockholders have agreed to, among other things, vote the shares of Company Common Stock

beneficially owned by each of them in favor of the approval of this Agreement as more particularly set forth therein;

WHEREAS, concurrently

with the execution and delivery of this Agreement, as a condition and inducement to the Company’s willingness to enter into

this Agreement, certain holders of Parent Ordinary Shares are entering into a Voting and Transaction Support Agreement (the

“Parent Voting Agreement”) in substantially the form attached hereto as Exhibit B with the Company, pursuant to

which such shareholders have agreed to, among other things, vote the Parent Ordinary Shares beneficially owned by each of them in

favor of the Parent Shareholder Approval as more particularly set forth therein;

WHEREAS, in connection with

the Merger and concurrently with the execution and delivery of this Agreement, certain investors have executed a subscription agreement

by and among Parent and the Persons named therein (the “Subscription Agreement”) in substantially the form attached

hereto as Exhibit C, pursuant to which such Persons have agreed to purchase ADSs, Ordinary Shares and/or non-voting ordinary shares

in the capital of Parent as set forth therein, effective immediately prior to or immediately after the Closing (the “Concurrent

Financing”), and Parent intends to launch a placing in the United Kingdom of Ordinary Shares and a retail offer of Ordinary

Shares on or around the date of this Agreement (the “UK Offerings”);

WHEREAS, upon the terms and

subject to the conditions set forth in this Agreement, at or prior to the Effective Time, Parent, the Representative thereunder and the

Rights Agent will enter into a contingent value rights agreement (the “CVR Agreement”) in substantially the form attached

hereto as Exhibit D; and

WHEREAS, the Company, Parent

and Merger Sub desire to make certain representations, warranties, covenants and agreements specified in this Agreement in connection

with the transactions contemplated hereby (including the Merger) and to prescribe certain conditions to the transactions contemplated

hereby (including the Merger).

NOW, THEREFORE, in consideration

of the foregoing and the representations, warranties, covenants and agreements contained in this Agreement, the Parties agree as follows:

Article

DEFINITIONS AND INTERPRETATIONS

Section 1.01 Definitions.

(a) As

used in this Agreement, the following terms have the following meanings:

“1933 Act”

means the U.S. Securities Act of 1933, as amended.

“1934 Act”

means the U.S. Securities Exchange Act of 1934, as amended.

“Acceptable Confidentiality

Agreement” means, with respect to a Party hereto, a customary confidentiality agreement that (1) does not contain any provision

that would prohibit its compliance with any of the provisions of Section 6.03 or Section 6.04, as applicable, and (2) contains

confidentiality and use provisions that, in each case, are not materially less restrictive to the Third Party executing such agreement

than the terms applicable to the other Party hereto under the Confidentiality Agreement, including any standstill provisions contained

therein (except that such agreement need not prohibit the making or amending of a confidential Acquisition Proposal).

“Acquisition Inquiry”

means, with respect to a Party, an inquiry, indication of interest or request for information (other than an inquiry, indication of interest

or request for information made or submitted by the Company or any of its Affiliates, on the one hand, or Parent or any of its Affiliates,

on the other hand, to the other Party) that would reasonably be expected to lead to an Acquisition Proposal; provided, however,

that the term “Acquisition Inquiry” shall not include the Concurrent Financing.

“Acquisition

Proposal” means, with respect to a Party, any offer or proposal, whether written or oral (other than an offer or proposal

made or submitted by or on behalf of the Company or any of its Affiliates, on the one hand, or by or on behalf of Parent or any of

its Affiliates, on the other hand, to the other Party) contemplating or otherwise relating to any Acquisition Transaction with such

Party; provided, however, that the term “Acquisition Proposal” shall not include the

Concurrent Financing.

“Acquisition Transaction”

means any transaction or series of related transactions (other than the Concurrent Financing) involving:

(b) any

merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, reorganization,

recapitalization, tender offer, exchange offer or other similar transaction: (i) in which a Party is a constituent entity; (ii) in which

a Person or Group of Persons directly or indirectly acquires beneficial or record ownership of securities representing more than 20% of

the outstanding securities of any class of voting securities of a Party or any of its Subsidiaries; or (iii) in which a Party or any of

its Subsidiaries issues securities representing more than 20% of the outstanding securities of any class of voting securities of such

Party or any of its Subsidiaries; or

sale, lease, exchange, transfer, license, acquisition or disposition of any business or businesses or assets that constitute or account

for 20% or more of the consolidated book value or the fair market value of the assets of a Party and its Subsidiaries, taken as a whole.

“Action”

means any action, suit, claim, arbitration, investigation, inquiry, grievance, litigation or other proceeding.

“Affiliate”

means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such

Person. The term “control” (including the terms “controlled” and “controlling”) means the possession,

directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the

ownership of voting securities, by contract or otherwise.

“AIM” means

the market of that name operated by London Stock Exchange plc.

“AIM Reverse Split”

means a reverse share split of all outstanding Parent Ordinary Shares at a reverse share split ratio mutually agreed to by Parent and

the Company that is effected by Parent for the purpose of issuing the Merger Consideration or otherwise if deemed advisable by the Company.

“AIM Rules”

means the AIM Rules for Companies published by London Stock Exchange plc.

“Antitrust Laws”

means the Sherman Act of 1890, the Clayton Act of 1914, the Federal Trade Commission Act of 1914, the Hart-Scott-Rodino Antitrust Improvements

Act of 1976, and all other federal, state and foreign Applicable Laws in effect from time to time that are designed or intended to prohibit,

restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade or regulating

foreign investment.

“Applicable Law(s)”

means, with respect to any Person, any federal, state, foreign or local law (statutory, common or otherwise), constitution, treaty, convention,

ordinance, code, rule, regulation, executive order, Order or other similar requirement enacted, adopted, promulgated, applied or enforceable

by a Governmental Authority that is binding on or applicable to such Person, as the same may be amended from time to time unless expressly

specified otherwise in this Agreement and including the AIM Rules and the U.K. Takeover Code.

“Armistice Agreement”

means that certain letter agreement by and between Neuphoria Therapeutics Inc. and Armistice Capital Master Fund Ltd. dated July 20, 2026.

“Australian Bank

Account Lien” means that certain security interest (Registration number: (201305020053119) in favor of Australia and New Zealand

Banking Group Limited and registered with the Personal Property Securities Register of the Australian Financial Security Authority on

May 2, 2013.

“Bribery Legislation”

means all Applicable Laws relating to the prevention of bribery, corruption and money laundering, including the FCPA, the Organization

for Economic Co-operation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions

and related implementing legislation, the U.K. Bribery Act 2010 and the U.K. Proceeds of Crime Act 2002.

“Business Day”

means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York or London, United Kingdom are authorized

or required by Applicable Law to remain closed.

“CA 2006”

means the U.K. Companies Act 2006 and any statutory instruments made under it, and every statutory modification or re-enactment thereof

for the time being in force.

“Closing Net Cash”

means unrestricted free cash assets and marketable securities of Company minus (x) total short and long term liabilities outstanding

at Closing (including fees and expenses incurred with respect to the transactions contemplated in this Agreement such as attorneys’

fees and investment banking fees, accounts payable and accrued expenses, the cost of a D&O insurance “tail” policy, lease

termination costs (if any), notice payments, fines or other payments to be made by Company in order to terminate any existing agreement

to which Company is a party, and any other expenses associated with the wind-down of legacy operations post-closing, and costs and expenses

incurred in connection with (i) the divestiture or disposition of legacy assets of the Company, including any costs relating to the Rights

Agent) and (ii) prosecution, maintenance and enforcement of Company assets under the CVR Agreement for an amount up to $100,000, minus

(y) the cost of change in control payments and severance (including associated payroll, employment and similar taxes) that are to be paid

by Company in connection with, or at the time of, the Closing, including in connection with the termination of its then employees (if

any).

“Code”

means the U.S. Internal Revenue Code of 1986.

“Companies House”

means the U.K. Registrar of Companies.

“Company Acquisition

Proposal” means an Acquisition Proposal with respect to the Company.

“Company Balance

Sheet” means the unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31, 2026, and the footnotes

to such consolidated balance sheet, in each case set forth in the Company’s report on Form 10-Q for the fiscal quarter ended March

31, 2026.

“Company Balance

Sheet Date” means March 31, 2026.

“Company Common Stock”

means the common stock, par value $0.00001 per share, of the Company.

“Company Disclosure

Schedule” means the Company Disclosure Schedule delivered to Parent on the date of this Agreement.

“Company

Employee Plan” means any (i) “employee benefit plan” as defined in Section 3(3) of ERISA, (ii) compensation,

employment, consulting, severance, termination protection, change in control, transaction bonus, retention or similar plan,

agreement, arrangement, program or policy or (iii) other plan, agreement, arrangement, program or policy providing for compensation,

bonuses, profit-sharing, equity or equity-based compensation or other forms of incentive or deferred compensation, vacation

benefits, insurance (including any self-insured arrangement), medical, dental, vision, prescription or fringe benefits, life

insurance, relocation or expatriate benefits, perquisites, disability or sick leave benefits, employee assistance program,

workers’ compensation, supplemental unemployment benefits or post-employment or retirement benefits (including compensation,

pension, health, medical or insurance benefits), in each case whether or not written (A) that is sponsored, maintained,

administered, contributed to or entered into by the Company or any of its Subsidiaries for the current or future benefit of any

director, officer, employee or individual consultant (including any former director, officer, employee or individual consultant) of

the Company or any of its Subsidiaries or (B) for which the Company or any of its Subsidiaries has any direct or indirect liability

(including by reason of being an ERISA Affiliate) and, in each case, other than any statutory plan, statutory program and other

statutory arrangement.

“Company Equity Awards”

means the Company Stock Options and the Company RSU Awards.

“Company Inquiry”

means an Acquisition Inquiry with respect to the Company.

“Company Intellectual

Property” means the Intellectual Property Rights owned or purported to be owned by the Company or any of its Subsidiaries.

“Company Intervening

Event” means any material event, change, effect, circumstance, fact, development or occurrence that (i) was not known or reasonably

foreseeable to the Board of Directors of the Company as of or prior to the date of this Agreement and (ii) does not relate to or involve

(A) any Company Acquisition Proposal or Company Inquiry, (B) any change in the market price or trading volume of the Company Common Stock

(but the underlying facts or events contributing to the change in the market price or trading volume can be taken into account in determining

whether a Company Intervening Event has occurred unless otherwise expressly excluded hereby), (C) any event or circumstance relating to

Parent or any of its Subsidiaries, or (D) any breach of this Agreement by the Company or any of its Subsidiaries.

“Company IT Systems”

means all information technology and computer systems relating to the transmission, storage, maintenance, organization, presentation,

generation, processing or analysis of software, code, communications, data or information used in or necessary for the conduct of the

business of the Company at any time, including without limitation, any such systems hosted or operated by a third party for or on behalf

of the Company or any Subsidiary.

“Company Licensed

Intellectual Property” means any and all Intellectual Property Rights owned by a Third Party and licensed (including sublicensed)

or otherwise granted to the Company or any of its Subsidiaries.

“Company Lock-Up

Signatories” means the officers, directors and stockholders of the Company listed in Section A of the Company Disclosure Schedule.

“Company Material

Adverse Effect” means a Material Adverse Effect with respect to the Company.

“Company Product”

means (i) each product or product candidate that is being researched, tested, developed, commercialized, manufactured, sold or distributed

by or on behalf of the Company or any of its Subsidiaries or (ii) any service offered by the Company or any of its Subsidiaries to any

Third Party.

“Company Stock Plans”

means any Company Employee Plan providing for equity or equity-based compensation, including the Neuphoria Therapeutics Inc. 2024 Equity

Incentive Plan.

“Company Stock Option”

means each option to purchase shares of Company Common Stock granted under any Company Stock Plan or standalone agreement that is outstanding

as of the relevant time of determination, whether or not then vested or exercisable.

“Company Superior

Proposal” means a Superior Proposal with respect to the Company.

“Concurrent Investment

Agreements” means the Subscription Agreements and any further equity commitments and debt financing agreements which may be

executed in connection with the Transactions.

“Concurrent Investment

Amount” means $75,000,000.

“Consent”

means any consent, approval, waiver, license, permit, variance, exemption, franchise, clearance, authorization, acknowledgment, Order

or other confirmation.

“Contract”

means any contract, agreement, obligation, arrangement, purchase or sale order, understanding or instrument, lease, license, guarantee

or other legally binding commitment or undertaking of any nature that is or is intended to be legally binding.

“Deposit Agreement”

means the deposit agreement of the Parent ADSs in a form reasonably acceptable to Parent, to be entered into by and between Parent and

Citibank, N.A., acting in its capacity as depositary (the “ADS Depositary”), as may be amended from time to time.

“DTRs”

means the disclosure guidance and transparency rules made by the FCA acting under Part VI of FSMA (as set out in the FCA Handbook published

by the FCA).

“Environmental Law”

means any Applicable Law relating to (i) the protection, preservation or restoration of the environment (including air, surface water,

groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource), or (ii) the exposure

to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal

of Hazardous Substances.

“Environmental Permits”

means all permits, licenses, franchises, consents (including consents required by Contract), variances, exemptions, orders, certificates,

approvals and other similar authorizations of Governmental Authorities required by Environmental Law and affecting, or relating to, the

business of the Company or any of its Subsidiaries, or the business of Parent or any of its Subsidiaries, as applicable.

“Equity Securities”

means, with respect to any Person, (i) any shares of capital stock or other voting securities of, or other ownership interest in, such

Person, (ii) any securities of such Person convertible into or exchangeable for shares of capital stock or other voting securities of,

or other ownership interests in, such Person or any of its Subsidiaries, (iii) any warrants, calls, options or other rights to acquire

from such Person, or other obligations of such Person to issue, any capital stock or other voting securities of, or other ownership interests

in, or securities convertible into or exchangeable for capital stock or other voting securities of, or other ownership interests in, such

Person or any of its Subsidiaries, or (iv) any restricted shares, stock appreciation rights, performance units, contingent value rights,

“phantom” stock or similar securities or rights issued by or with the approval of such Person that are derivative of, or provide

economic benefits based, directly or indirectly, on the value or price of, any capital stock or other voting securities of, other membership,

partnership or other ownership interests in, or any business, products or assets of, such Person or any of its Subsidiaries.

“ERISA”

means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate”

means, with respect to any entity, any other entity that, together with such entity, would be treated as a single employer under Section

414 of the Code.

“Exchange Ratio”

means, subject to Section 2.01(a), the quotient (rounded to five decimal places) obtained by dividing (a) the Parent Merger Shares

by (b) the Company Outstanding Shares, in which:

● “Aggregate

Valuation” means the sum of (i) the Company Valuation plus (ii) the Parent Valuation.

● “Parent

Allocation Percentage” means the Parent Valuation divided by the Aggregate Valuation.

● “Parent

Merger Shares” the product determined by multiplying (a) the Post-Closing Parent

Shares by (b) the Company Allocation Percentage.

● “Parent

Valuation” means $144,612,002.

● “Parent

Outstanding Shares” means, subject to Section 2.01(a), the total number

of Parent Ordinary Shares outstanding immediately prior to the Effective Time (excluding

any Parent Ordinary Shares issued in the Concurrent Financing), expressed on a fully diluted

and as-converted to Parent Ordinary Shares basis and using the treasury stock method, but

assuming, without limitation or duplication, (i) the exercise of all Parent Options outstanding

as of immediately prior to the Effective Time, and (ii) the issuance of Parent Ordinary Shares

(voting or non-voting, as the case may be) in respect of all other outstanding options, restricted

share awards, restricted share units, warrants or rights to receive such shares, whether

conditional or unconditional and including any outstanding options, warrants, restricted

share awards, restricted share units or rights triggered by or associated with the consummation

of the Merger (which for avoidance of doubt shall (x) include the Parent Convertible Loan

Notes and (y) exclude any Parent Ordinary Shares reserved for issuance other than with respect

to outstanding Parent Options as of immediately prior to the Effective Time).

● “Company

Allocation Percentage” means the Company Valuation divided by the Aggregate Valuation.

● “Company

Merger Consideration” means the Parent Merger Shares, including any Parent Ordinary

Shares, Parent ADSs or other Parent equity issued or issuable to Armistice Capital Master

Fund Ltd. (or its designee) under the Armistice Agreement in respect of the Excess Amount

(as defined in the Armistice Agreement). For the avoidance of doubt, any Parent Ordinary

Shares, Parent ADSs or other Parent equity issued or issuable under the Armistice Agreement

shall be accounted for as part of the Company Allocation Percentage for purposes of determining

the Exchange Ratio and shall not impact the Parent Valuation in any way; accordingly, any

such Parent equity shall reduce, on a share-for-share basis, the number of Parent ADSs otherwise

issuable to holders of Company Common Stock pursuant to Section 2.03(a).

● “Company

Outstanding Shares” means the total number of shares of Company Common Stock outstanding

immediately prior to the Effective Time, expressed on a fully diluted basis and using the

treasury stock method , but assuming, without limitation or duplication, the issuance of

shares of Company Common Stock in respect of all Company RSU Awards and other outstanding

options, warrants or rights to receive such shares, in each case, outstanding as of immediately

prior to the Effective Time (assuming cashless exercise), whether conditional or unconditional

and including any outstanding options, warrants or rights triggered by or associated with

the consummation of the Merger (but excluding any shares of Company Common Stock reserved

for issuance other than with respect to outstanding Company RSU Awards as of immediately

prior to the Effective Time and as set forth above). For the avoidance of doubt, no out-of-the-money

Company Options shall be included in the total number of shares of Company Common Stock outstanding

for purposes of determining the Company Outstanding Shares.

● “Company

Valuation” means $24,598,949.

● “Post-Closing

Parent Shares” means the quotient obtained by dividing the Parent Outstanding Shares

by the Parent Allocation Percentage.

“FCA” means

the United Kingdom Financial Conduct Authority.

“FCPA”

means the Foreign Corrupt Practices Act of 1977, as amended.

“Filing”

means any registration, petition, statement, application, schedule, form, declaration, notice, notification, report, submission or other

filing.

“Fraud”

means, with respect to any statement in any representation or warranty set forth in Article IV (as qualified by the applicable

items disclosed in the Company Disclosure Schedule in accordance with Section 10.05 and the introduction to Article IV),

Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 10.05

and the introduction to Article V) and the certificates delivered by the Company pursuant to Section 8.02(d) and the Parent

pursuant to Section 8.03(d), intentional common law fraud under the Laws of the State of Delaware.

“FRC” means

the U.K. Financial Reporting Council.

“FSMA”

means the U.K. Financial Services and Markets Act 2000.

“GAAP”

means United States generally accepted accounting principles.

“Governmental Authority”

means any transnational, domestic or foreign federal, state or local governmental, regulatory, judicial, arbitral, legislative, executive

or administrative authority, department, court, agency, commission or official, including any political subdivision thereof, or any non-governmental

self-regulatory agency, commission or authority.

“Group”

means a “group” as defined in Section 13(d) of the 1934 Act.

“Hazardous Substance”

means any substance, material or waste that is listed, defined, designated or classified as hazardous, toxic, radioactive, dangerous or

a “pollutant” or “contaminant” or words of similar meaning under any Environmental Law or that is otherwise regulated

by any Governmental Authority with jurisdiction over the environment or natural resources.

“Health Care Laws”

means (i) the Federal Food, Drug, and Cosmetic Act (21 U.S.C. § 301 et seq.); (ii) the Public Health Service Act (42 U.S.C.

§ 201 et seq.); (iii) all applicable federal, state, local and foreign health care related fraud and abuse, false claims, and anti-kickback

laws, including, without limitation, the U.S. Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), the U.S. Physician Payment Sunshine

Act (42 U.S.C. § 1320a-7h) and similar gift and disclosure laws, the U.S. Civil False Claims Act (31 U.S.C. § 3729 et seq.),

the criminal False Claims Law (42 U.S.C. § 1320a-7b(a)), all criminal laws relating to health care fraud and abuse, including but

not limited to 18 U.S.C. §§ 286 and 287, and the health care fraud criminal provisions under the U.S. Health Insurance Portability

and Accountability Act of 1996 (42 U.S.C. § 1320d et seq.), the exclusion laws (42 U.S.C. § 1320a-7), the civil monetary penalties

law (42 U.S.C. § 1320a-7a), and laws relating to price reporting requirements and the requirements relating to the processing of

any applicable rebate, chargeback or adjustment, under applicable rules and regulations relating to the Medicaid Drug Rebate Program (42

U.S.C. § 1396r-8), any state supplemental rebate program, and Medicare average sales price reporting (42 U.S.C. § 1395w-3a);

(iv) state laws relating to the manufacture, sale and distribution of pharmaceutical and medical products; (v) Medicare (Title XVIII of

the Social Security Act); and (vi) Medicaid (Title XIX of the Social Security Act).

“IFRS”

means International Financial Reporting Standards as issued by the International Accounting Standards Board and as adopted by the European

Union.

“Indebtedness”

means, with respect to any Person, (i) all obligations for borrowed money, whether current, short-term or long-term and whether secured

or unsecured; (ii) all obligations evidenced by bonds, debentures, notes or similar instruments, including any liability in respect of

mandatorily redeemable or purchasable capital stock or securities convertible into capital stock; (iii) all indebtedness of others secured

by any Lien on owned or acquired property, whether or not the indebtedness secured thereby has been assumed; (iv) all finance and capital

lease obligations and all synthetic lease obligations; (v) all obligations, contingent or otherwise, of such Person as an account party

in respect of financial guaranties, letters of credit, letters of guaranty, surety bonds and other similar instruments whether or not

drawn; (vi) all obligations under securitization transactions; (vii) all obligations representing the deferred and unpaid purchase price

of property (other than trade payables incurred in the ordinary course of business); (viii) all obligations, contingent or otherwise,

in respect of bankers’ acceptances, whether or not drawn; (ix) net cash payment obligations of such Person under swaps, options,

derivatives and other hedging agreements or arrangements that will be payable upon termination thereof (assuming they were terminated

on the date of determination); and (x) guarantees in respect of Indebtedness described in clauses (i) through (ix), including guarantees

of another person’s Indebtedness or any obligation of another person which is secured by assets of Company or any of its Subsidiaries.

“Intellectual Property

Rights” means any and all common law or statutory rights anywhere in the world arising under or associated with: (i) Patents;

(ii) trademarks, service marks, trade dress, trade names, logos, and other designations or indicia of origin, and all registrations and

applications relating to the foregoing (“Marks”); (iii) domain names, uniform resource locators, Internet Protocol

addresses, social media handles, and other names, identifiers, and locators associated with Internet addresses, sites, and services (“Internet

Properties”); (iv) registered and unregistered copyrights and any other equivalent rights in works of authorship (whether or

not registerable, including rights in software as a work of authorship) and moral rights and any other related rights of authors, all

registrations and applications to register the same, and all renewals, extensions, reversions and restorations thereof (“Copyrights”);

(v) trade secrets and industrial secret rights, and rights in know-how, data and confidential or proprietary business or technical information,

including formulations, formulae, technical, research, clinical and other data, in each case, that derives independent economic value,

whether actual or potential, from not being known to other Persons (“Trade Secrets”); and (vi) database and data collection

rights and other intellectual property or proprietary rights arising under the laws of any jurisdiction anywhere in the world.

“knowledge”

means (i) with respect to the Company, the knowledge of those individuals set forth in Section 1.01 of the Company Disclosure Schedule

after reasonable inquiry, and (ii) with respect to Parent, the knowledge of those individuals set forth in Section 1.01 of the Parent

Disclosure Schedule after reasonable inquiry. None of the individuals set forth in Section 1.01 of the Company Disclosure Schedule or

Section 1.01 of the Parent Disclosure Schedule shall have any personal liability or obligations regarding such knowledge.

“Lien”

means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, right of first refusal, option or

other encumbrance of any kind in respect of such property or asset.

“Lookback Date”

means January 1, 2024.

“MAR” means

Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse as it forms part of retained

EU law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.

“Material Adverse

Effect” means, with respect to a Party, any event, change, effect, circumstance, fact, development or occurrence (each, an

“Effect”) that has had a material adverse effect on the business, operations or financial condition of a Party and

its Subsidiaries, taken as a whole; provided, however, that no Effect resulting from, arising out of or relating to any

of the following, either alone or in combination, or from any exacerbation or worsening of any of the following, shall be deemed to constitute

a Material Adverse Effect or shall be taken into account in determining whether there has been or would reasonably be expected to be

a Material Adverse Effect: (i) economic conditions in the United Kingdom, the United States or any other country or jurisdiction(s) or

other general business, financial or market conditions, (ii) conditions generally affecting any industry in which a Party or any of its

Subsidiaries operate, (iii) regulatory, legislative or political conditions or conditions in securities, credit, financial, debt or other

capital markets (including changes in interest or inflation rates), in each case in the United Kingdom, the United States or any other

country or jurisdiction, (iv) geopolitical conditions, the outbreak or escalation of hostilities, civil or political unrest, any acts

of war, sabotage, national or international calamity, terrorism, cyberattack or cyberterrorism, (v) any epidemic, pandemic, hurricane,

earthquake, flood, tornados or other natural disasters, acts of God, climate or weather conditions or any other force majeure event,

(vi) interest rates, inflation rates, tariffs or fluctuations in the value of any currency, (vii) the adoption, implementation, promulgation,

repeal, modification, amendment, authoritative interpretation, change or proposal of any Applicable Law of or by any Governmental Authority

or any recommendations, statements or other pronouncements made, published or proposed by professional medical organizations or compliance

with any of the foregoing, (viii) changes or prospective changes in GAAP or IFRS (or authoritative interpretations thereof), (ix) any

decline, in and of itself, in the market price, trading volume or credit or other rating of a Party’s securities or any other outstanding

security or debt obligation of a Party (provided that any Effects giving rise to such decline shall not be excluded hereby unless otherwise

excluded from the definition of Material Adverse Effect), (x) any failure, in and of itself, by a Party or any of its Subsidiaries to

meet any internal or published projections, forecasts, estimates or predictions, revenues, earnings or other financial or operating metrics

for any period (provided that any Effects giving rise to such failure shall not be excluded hereby unless otherwise excluded from the

definition of Material Adverse Effect), (xi) the execution and delivery of this Agreement, the public announcement (including any leaks

or unintentional announcements) or the pendency of this Agreement or the pendency or consummation of the transactions contemplated by

this Agreement (including the Transaction), including (A) the taking of any action (or omitting to take any action) required by this

Agreement, including the failure of a Party to take any action which it is prohibited from taking under this Agreement if a Party seeks

the other Party’s consent to take such action and the other Party fails to grant such consent, (B) any requirements imposed by

any Governmental Authority as a condition to obtaining approval or expiration of any waiting period under Antitrust Laws with respect

to the Transaction, (C) the identity of, or any facts or circumstances relating to, a Party or any of its Subsidiaries, or (D) the impact

of any of the foregoing on the relationships, contractual or otherwise, of a Party or any of its Subsidiaries with any Governmental Authority,

customers, suppliers, partners, distributors, payors, officers, employees or other material business relations (provided that this clause

(xi) shall not apply with respect to the representations and warranties in (x) with respect to the Company, Section 4.01, Section

4.03 and Section 4.04 or with respect to the condition to Closing contained in Section 8.02(b), to the extent it relates

to such representations and warranties, and (y) with respect to Parent, Section 5.01, Section 5.03 and Section 5.04

or with respect to the condition to Closing contained in Section 8.03(b), to the extent it relates to such representations and

warranties ), (xii) any claims, actions, suits or proceedings arising from this Agreement or allegations of a breach of fiduciary duty

or violation of securities laws, in each case relating to this Agreement or the transactions contemplated hereby (including the Merger),

(xiii) any Effect resulting or arising from the other Party’s breach of this Agreement, (xiv) the availability or cost of financing

to a Party or any of its Subsidiaries, (xv) any matter disclosed on a Party’s Disclosure Schedule, (xvi) with respect to any Company

Product or any of the Company’s competitors’ or potential competitors’ product candidates, products or programs, (A)

any rejection or refusal of, any request to refile or any delay in obtaining or making any regulatory application or filing that was

pending as of the date of this Agreement, or any adverse finding from a dispute resolution process with any Governmental Authority or

any determination by, or delay of a determination by, the FDA or any other Governmental Authority, or any panel, or advisory body empowered

or appointed thereby, or any indication that any such entity, panel, or body will make any determination or delay in making any determination,

in each case solely with respect to applications, approvals or clearances that were pending as of the date of this Agreement; (B) any

results, outcomes, data, indications, adverse events, side effects or safety observations arising from preclinical trials, clinical trials

and/or testing (including any stability testing) that were actively ongoing as of the date of this Agreement, including any requirement

to conduct further clinical studies or tests or any increased incidence or severity of any previously identified side effects, adverse

effects, adverse events or safety observations or reports of any new side effects, adverse events, adverse events or safety observations

except for any such results or outcomes arising from fraud by the Company; (C) the results of, or any data derived from, any preclinical

or clinical testing being conducted by or on behalf of any actual or potential competitor of the Company or any of their collaboration

partners or any announcements thereof; (D) any delay, hold or termination of any preclinical trials, clinical trials and/or testing or

any planned application therefor that were actively ongoing as of the date of this Agreement; or (E) any regulatory, preclinical or clinical

Effects not involving any wrongdoing by the Company, or (xvii) any matter disclosed on a Party’s Disclosure Schedule; provided,

however, that any Effect referred to in clauses (i) through (viii) may be taken into account (unless not excluded by another clause

of this definition) to the extent that the impact of any such Effect on Company and its Subsidiaries, taken as a whole, is materially

and disproportionately adverse relative to the impact of such Effect on companies operating in the industry in which Company and its

Subsidiaries operate, and then such Effect may be taken into account solely to the extent of such disproportionate impact.

“Order”

means any order, writ, decree, judgment, award, injunction, ruling, settlement or stipulation issued, promulgated, made, rendered or entered

into by or with any Governmental Authority (in each case, whether temporary, preliminary or permanent).

“Parent ADS”

means an American Depositary Share of Parent representing 10 Parent Ordinary Shares.

“Parent Acquisition

Proposal” means an Acquisition Proposal with respect to Parent.

“Parent Announcement”

means the announcement in accordance with Rule 12 and Schedule 4 of the AIM Rules to be released by Parent on or about the date of this

Agreement.

“Parent Balance Sheet”

means the unaudited consolidated balance sheet of Parent and its Subsidiaries as of October 31, 2025, and the footnotes to such consolidated

balance sheet, in each case set forth in the Parent Public Documents.

“Parent Balance Sheet

Date” means October 31, 2025.

“Parent Consideration

Shares” means the Parent Ordinary Shares that underlie the Parent ADSs to be issued pursuant to the Merger.

“Parent Disclosure

Schedule” means the Parent Disclosure Schedule delivered to the Company on the date of this Agreement.

“Parent Equity Awards”

means the Parent Share Options.

“Parent Inquiry”

means an Acquisition Inquiry with respect to Parent.

“Parent Intellectual

Property” means the Intellectual Property Rights owned or purported to be owned by Parent or any of its Subsidiaries.

“Parent Intervening

Event” means any material event, change, effect, circumstance, fact, development or occurrence that (i) was not known or reasonably

foreseeable to the Board of Directors of Parent as of or prior to the date of this Agreement and (ii) does not relate to or involve (A)

any Parent Acquisition Proposal or Parent Inquiry, (B) any change in the market price or trading volume of the Parent Ordinary Shares

(but the underlying facts or events contributing to the change in the market price or trading volume may be taken into account in determining

whether a Parent Intervening Event has occurred unless otherwise expressly excluded hereby), (C) any event or circumstance relating to

the Company or any of its Subsidiaries, or (D) any breach of this Agreement by Parent or any of its Subsidiaries.

“Parent Lock-Up Signatories”

means the officers, directors and stockholders of the Parent listed in Section A of the Parent Disclosure Schedule.

“Parent Licensed

Intellectual Property” means any and all Intellectual Property Rights owned by a Third Party and licensed (including sublicensed)

or otherwise granted to Parent or any of its Subsidiaries.

“Parent Material

Adverse Effect” means a Material Adverse Effect with respect to Parent.

“Parent Ordinary

Shares” means the ordinary shares of Parent, nominal value of £0.001 per share.

“Parent Per

Share Price” means the volume-weighted average share price per Parent Ordinary Share taken to four decimal places over the

period of ten (10) consecutive trading days concluding with the market closing trade on AIM on the trading day immediately preceding

the Effective Time, as calculated by Bloomberg Financial LP under the function “VWAP” (or, if not available, in another

authoritative source mutually selected by the Company and Parent).

“Parent Product”

means (i) each product or product candidate that is being researched, tested, developed, commercialized, manufactured, sold or distributed

by or on behalf of Parent or any of its Subsidiaries and (ii) any service offered by Parent or any of its Subsidiaries to any Third Party.

“Parent Shareholder

Approval” shall have the meaning set forth in the Recitals.

“Parent Superior

Proposal” means a Superior Proposal with respect to Parent.

“Patents”

means any and all (a) granted patents, (b) patent applications, including all applications and filings made pursuant to the Patent Cooperation

Treaty, provisional applications, non-provisional applications, substitutions, continuations, continuations-in-part, divisionals and renewals,

and all letters patent granted with respect to any of the foregoing, (c) patents of addition, restorations, extensions, supplementary

protection certificates, registration or confirmation patents, and patents resulting from post-grant proceedings, reissues and re-examinations,

and applications or petitions for any of the foregoing, (d) inventor’s certificates and (e) other forms of government issued rights

substantially similar to any of the foregoing, each in any jurisdiction.

“PBGC”

means the Pension Benefit Guaranty Corporation.

“Permitted Lien”

means (i) any Liens for current Taxes not yet due and payable or which are being contested in good faith by appropriate proceedings, in

each case with respect to which adequate reserves have been established in accordance with GAAP, (ii) carriers’, warehousemen’s,

mechanics’, materialmen’s, repairmen’s or other similar Liens, (iii) pledges or deposits in connection with workers’

compensation, unemployment insurance and other social security legislation, (iv) gaps in the chain of title evident from the records of

the applicable Governmental Authority maintaining such records, easements, rights-of-way, covenants, restrictions and other encumbrances

of record as of the date of this Agreement, (v) easements, rights-of-way, covenants, restrictions and other encumbrances incurred in the

ordinary course of business consistent with past practice that do not materially detract from the value or the use of the property subject

thereto, (vi) statutory landlords’ liens and liens granted to landlords under any lease, (vii) non-exclusive licenses granted under

Intellectual Property Rights in the ordinary course of business consistent with past practice, (viii) any purchase money security interests,

equipment leases or similar financing arrangements, (ix) any Liens which are disclosed on the Company Balance Sheet (in the case of Liens

applicable to the Company or any of its Subsidiaries) or the Parent Balance Sheet (in the case of Liens applicable to Parent or any of

its Subsidiaries), or the notes thereto, (x) any Liens that are discharged at or prior to the Closing, (xi) entered into in connection

with the Concurrent Financing, or (xii) any Liens that are not material to the Company and its Subsidiaries or Parent and its Subsidiaries,

as applicable, taken as a whole.

“Person”

means any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including

a government or political subdivision or an agency or instrumentality of such government or political subdivision.

“Personal Data”

means any information that (i) constitutes “personal data,” “personally identifiable information,” “personal

information,” “protected health information” or similar term under any Applicable Law, Privacy Legal Requirement or

Privacy Commitment, or (ii) otherwise relates to an identified or identifiable natural person.

“Privacy Commitments”

means (i) any contractual obligations with respect to Sensitive Data, (ii) any legally binding commitment (including any legally binding

privacy policy or public representations) with respect to collection, Processing, maintenance or transfer of Sensitive Data, and (iii)

any applicable industry standard or self-regulatory framework with respect to privacy, information security, or Processing of Sensitive

Data.

“Privacy Legal Requirement”

means, in each case as updated from time to time, all Applicable Laws that pertain to privacy, protection, security or the Processing

of Personal Data, including, as applicable to the relevant Personal Data, (i) the Health Insurance Portability and Accountability Act

of 1996 or HIPAA (42 U.S.C. § 1320d et seq.), (ii) the California Consumer Privacy Act, (iii) U.S. state data security laws and regulations

such as the New York SHIELD Act, the Massachusetts Standards for the protection of personal information of residents of the Commonwealth,

201 CMR 17, all state data breach notification laws, and state biometric privacy laws, (iv) applicable requirements of comparable state

and foreign Applicable Laws such as, the EU General Data Protection Regulation 2016/679/EU of 27 April 2016 and all corresponding member

state legislation, the EU ePrivacy Directive 2002/58/EC of 12 July 2002 concerning the processing of personal data and the protection

of privacy in the electronic communications sector as amended by Directive 2006/24/EC and Directive 2009/136/EC and the related implementing

legislation of the EU Member States, (v) The United Kingdom’s Data Protection Act 2018, and (vi) Section 5 of the Federal Trade

Commission Act.

“Process”

(and inflection thereof) means any operation or set of operations, with respect to data or information, whether or not by automated means,

such as the use, collection, acquisition, processing, storage, recording, organization, adaption, alteration, transfer, retrieval, consultation,

disclosure, dissemination, combination, erasure, or destruction of such data, or any other operation that is otherwise considered “processing”

or similar term under applicable Privacy Legal Requirements.

“Registered Intellectual

Property” means all United States, international or foreign (i) Patents; (ii) registered Marks and applications to register

Marks; (iii) registered Copyrights and applications for Copyright registration; (iv) registered Internet Properties; and (v) any other

Intellectual Property Rights that are subject to any filing or recording with any state, provincial, federal, government or other public

or quasi-public legal authority.

“Representatives”

means, with respect to any Person, its officers, directors, employees, investment bankers, attorneys, accountants, auditors, consultants

and other agents, advisors and representatives.

“Required Information”

means, in relation to a Party, such information with respect to the business, operations, trading, financial condition, projections, prospects,

significant changes, risks, material contracts or material disputes of, or any Persons associated with, such Party (including expressions

of opinion, intention or expectation in relation to any of the foregoing).

“Rights Agreement

Exemption” means the unanimous written consent of the Board of Directors of the Company dated July 22, 2026

as it related to the exemption of Parent from the application of the Company’s existing Rights Agreement dated October 27, 2025

and the exemption of this Agreement and the transactions contemplated hereby (including the Merger) from DGCL Section 203.

“Sanctioned Country”

means a country or territory that is itself the subject or target of any Sanctions Laws (at the time of this Agreement, Cuba, Iran, North

Korea, Syria (until July 1, 2025), and the Crimea, the so-called Luhansk People’s Republic, and the so-called Donetsk People’s

Republic regions of Ukraine, and the non-government-controlled areas of Ukraine in the oblasts of Kherson and Zaporizhzhia).

“Sanctioned Person”

means any Person with whom dealings are restricted or prohibited under any Sanctions Laws, including the Sanctions Laws of the United

States, the United Kingdom, the European Union or the United Nations, including (i) any Person identified in any list of Sanctioned Persons

maintained by (A) the United States Department of Treasury, Office of Foreign Assets Control, the United States Department of Commerce,

Bureau of Industry and Security or the United States Department of State, (B) His Majesty’s Treasury of the United Kingdom, (C)

any committee of the United Nations Security Council, or (D) the European Union, (ii) any Person located, organized, or resident in, organized

in, or a Governmental Authority or government instrumentality of, any Sanctioned Country and (iii) any Person directly or indirectly fifty

percent (50%) or more owned or controlled by, or acting for the benefit or on behalf of, a Person described in clause (i) or (ii).

“Sanctions Laws”

means all Applicable Laws concerning economic sanctions, including embargoes, export restrictions, the ability to make or receive international

payments, the freezing or blocking of assets of targeted Persons, the ability to engage in transactions with specified Persons or countries

or the ability to take an ownership interest in assets of specified Persons or located in a specified country, including any Applicable

Laws threatening to impose economic sanctions on any person for engaging in proscribed behavior.

“Sarbanes-Oxley Act”

means the Sarbanes-Oxley Act of 2002.

“SEC” means

the U.S. Securities and Exchange Commission.

“Sensitive Data”

means all (i) Personal Data and (ii) other proprietary, sensitive, regulated, or confidential information in possession, custody or control

of the Company or any Subsidiary.

“Subsidiary”

means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a

majority of the board of directors or other persons performing similar functions are directly or indirectly owned by such Person. For

purposes of this Agreement, a Subsidiary shall be considered a “wholly owned Subsidiary” of a Person as long as such Person

directly or indirectly owns all of the securities or other ownership interests (excluding any securities or other ownership interests

held by an individual director or officer required to hold such securities or other ownership interests pursuant to Applicable Law) of

such Subsidiary.

“Superior Proposal”

means an unsolicited bona fide written Acquisition Proposal (with all references to 20% in the definition of Acquisition Transaction

being treated as references to 50% for these purposes) that: (a) was not obtained or made as a direct or indirect result of a breach of

(or in violation of) this Agreement; (b) is on terms and conditions that the Board of Directors of Parent or the Company, as applicable,

determines in good faith, based on such matters that it deems relevant (including the likelihood of consummation thereof and the financing

terms thereof), as well as any written offer by the other Party to this Agreement to amend the terms of this Agreement, and following

consultation with its outside legal counsel and financial advisors, are more favorable, from a financial point of view, to Parent’s

shareholders or the Company’s stockholders, as applicable, than the terms of the transactions contemplated by this Agreement; (c)

is not subject to any financing condition (and if financing is required, such financing is then fully committed pursuant to customary

debt or equity commitment letters that contain only customary conditions); and (d) is reasonably capable of being completed on the terms

proposed on a timely basis.

“Takeover Laws”

means any “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate

transactions” or “business combination statute or regulation” or other similar anti-takeover laws and regulations, including

Section 203 of the DGCL, but excluding (if applicable) the U.K. Takeover Code.

“Tax” means

any income, gains, gross receipts, franchise, sales, use, transfer, ad valorem, property, payroll, withholding, excise, severance, transfer,

employment, unemployment, estimated, alternative or add-on minimum, value added (including VAT), goods and services, stamp, occupation,

premium, environmental or windfall profits taxes, and any other taxes or similar charges, fees, levies, imposts, customs, duties or other

assessments, together with any interest, penalties and additions to tax, in each case, imposed in respect thereof by or under the authority

of any Taxing Authority.

“Tax Return”

means any report, return, document, statement, declaration or other information filed or required to be filed with any Taxing Authority

with respect to Taxes, including information returns, claims for refunds, and any documents with respect to or accompanying payments of

estimated Taxes, and including any attachment thereto and any amendment thereof.

“Taxing Authority”

means any Governmental Authority responsible for the imposition or collection of any Tax.

“Third Party”

means any Person or Group, other than the Company, Parent or any of their respective Affiliates or Representatives.

“U.K. Takeover Code”

means the United Kingdom City Code on Takeovers and Mergers.

“VAT” means

(i) any value added tax imposed by the United Kingdom Value Added Tax Act 1994; and (ii) any

other Tax of a similar nature, whether imposed pursuant to Council Directive 2006/112/EC in any member state of the European Union, or

otherwise, or any similar or comparable Tax imposed elsewhere (including, for the avoidance of doubt, any sales, use, goods, services,

turnover and consumption Taxes).

(d) Each

of the following terms is defined in the Section set forth opposite such term:

Term

Section

Accounting Firm

Section 2.08(f)

Agreement

Preamble

Armistice Warrant

Section 2.06(d)

Bankruptcy and Equity Exceptions

Section 4.02(a)

Cancellation

Section 2.03(a)

Cash Determination Time

Section 2.08(b)

Certificate

Section 2.03(d)

Certificate of Merger

Section 2.02(a)

Closing

Section 2.01

Closing Cash Calculation

Section 2.08(b)

Closing Cash Schedule

Section 2.08(b)

Closing Date

Section 2.01

Company

Preamble

Company Adverse Recommendation Change

Section 6.03(b)

Company Approval Time

Section 6.03(c)

Company Board Recommendation

Section 4.02(b)

Company Material Contract

Section 4.15(a)

Company Merger Consideration

Section 1.01(a)

Company No Vote Payment

Section 9.03(a)

Parent No Vote Payment

Section 9.03(a)

No Vote Payments

Section 9.03(a)

Term

Section

Company Organizational Documents

Section 4.01

Company Permits

Section 4.12

Company Preferred Stock

Section 4.05(a)

Company Registered IP

Section 4.19(a)

Company RSU Award

Section 2.06(b)

Company SEC Documents

Section 4.07(a)

Company Stockholder Approval

Section 4.02(a)

Company Stockholder Meeting

Section 7.03(a)

Company Voting Agreement

Recital

Company Warrant

Section 2.06(d)

Concurrent Financing

Recital

Confidentiality Agreement

Section 6.05(a)

CVR

Section 2.03(a)

CVR Agreement

Recital

CVR License Agreements

Section 4.15(a)(xvi)

DEA

Section 4.14(b)

DGCL

Section 2.02(a)

Dispute Notice

Section 2.08(c)

Eclipse

Section 4.15(e)

Effective Time

Section 2.02(a)

EMA

Section 4.14(b)

End Date

Section 9.01(b)(i)

Equity Consideration

Section 2.03(a)

Exchange Agent

Section 2.04(a)

Exchange Agent Agreement

Section 2.04(a)

Exchange Fund

Section 2.04(a)

Excluded Shares

Section 2.03(a)

FDA

Section 4.14(b)

Foreign Antitrust Laws

Section 4.03

Form F-4

Section 7.02(a)

Form F-6

Section 7.02(a)

Health Care Permits

Section 4.14(b)

Indemnitee

Section 7.13(a)

Indemnitees

Section 7.13(a)

internal controls

Section 4.07(i)

Maximum Premium

Section 7.13(c)

Merger

Section 2.02(b)

Merger Consideration

Section 2.03(a)

Merger Sub

Preamble

Nasdaq

Section 4.03

Non-U.S. Plan

Section 4.17(h)

Outbound Investment Security Program

Section 4.23(a)

Outside Counsel Only Material

Section 6.05(c)

Parent

Preamble

Parent ADS Issuance

Section 6.02(b)(ii)

Parent Adverse Recommendation Change

Section 6.04(b)

Parent Approval Time

Section 6.04(c)

Parent Board Recommendation

Section 5.02(b)

Term

Section

Parent Circular

Section 7.02(a)

Parent Convertible Loan Notes

Section 5.05(a)

Parent Material Contract

Section 5.15(a)

Parent Organizational Documents

Section 5.01

Parent Permits

Section 5.12

Parent Public Documents

Section 5.07(a)

Parent Registered IP

Section 5.16(a)

Parent Share Options

Section 5.05(a)

Parent Shareholder Approval

Recital

Parent Shareholder Meeting

Section 7.03(b)

Parent Voting Agreement

Recital

Parties

Preamble

Party

Preamble

principal executive officer

Section 4.07(h)

principal financial officer

Section 4.07(h)

Proxy Statement/Prospectus

Section 7.02(a)

Regulation S-K

Section 4.10

Relevant Time Period

Section 4.22(e)

Response Time

Section 2.08(c)

Rights Agent

Section 2.07

Settled RSU Company Common Stock

Section 2.06(b)

Subscription Agreement

Recital

Surviving Corporation

Section 2.02(b)

Transaction Litigation

Section 7.11(a)

Uncertificated Share

Section 2.03(d)

Section 1.02 Other

Definitional and Interpretative Provisions. The following rules of interpretation shall apply to this Agreement: (i) the words “hereof,”

“hereby,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to

this Agreement as a whole and not to any particular provision of this Agreement; (ii) the table of contents and captions in this Agreement

are included for convenience of reference only and shall be ignored in the construction or interpretation hereof; (iii) references to

Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified; (iv) all Exhibits

and schedules annexed to this Agreement or referred to in this Agreement, including the Company Disclosure Schedule and the Parent Disclosure

Schedule, are incorporated in and made a part of this Agreement as if set forth in full in this Agreement; (v) any capitalized term used

in any Exhibit or schedules annexed to this Agreement, including the Company Disclosure Schedule or the Parent Disclosure Schedule, but

not otherwise defined therein shall have the meaning set forth in this Agreement; (vi) any singular term in this Agreement shall be deemed

to include the plural, and any plural term the singular, and references to any gender shall include all genders; (vii) whenever the words

“include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed

by the words “without limitation,” whether or not they are in fact followed by those words or words of like import; (viii)

“writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including

electronic media) in a visible form; (ix) references to any Applicable Law shall be deemed to refer to such Applicable Law as amended

from time to time and to any rules or regulations promulgated thereunder; (x) references to any Contract are to that Contract as amended,

modified or supplemented from time to time in accordance with the terms hereof and thereof; provided, that with respect to any Contract

listed on any schedule annexed to this Agreement, including the Company Disclosure Schedule or the Parent Disclosure Schedule, such references

shall only include any such amendments, modifications or supplements that are made available to Parent or the Company, as applicable;

(xi) references to any Person include the successors and permitted assigns of that Person; (xii) references to “from” or

“through” any date mean, unless otherwise specified, “from and including” or “through and including,”

respectively; (xiii) references to “dollars” and “$” mean U.S. dollars; (xiv) references to “pounds”

and “£” mean United Kingdom pounds sterling; (xv) the term “made available” and words of similar import

mean that the relevant documents, instruments or materials were (A) with respect to Parent, posted and made available to Parent on the

Company’s due diligence data site (or in any “clean room” or as otherwise provided on an “outside counsel only”

basis), or, with respect to the Company, posted or made available to the Company on Parent’s due diligence data site (or in any

“clean room” or as otherwise provided on an “outside counsel only” basis), as applicable, in each case, at least

one (1) day prior to the date of this Agreement; (B) provided via electronic mail, in person or on a conference call at least one (1)

day prior to the date of this Agreement (including materials provided to outside counsel); or (C) filed or furnished to the SEC prior

to the date of this Agreement (or, with respect to Parent, furnished pursuant to any other Parent Public Document); (xvi) the word “extent”

in the phrase “to the extent” shall mean the degree to which a subject or other theory extends and such phrase shall not

mean “if”; and (xvii) the Parties hereto have participated jointly in the negotiation and drafting of this Agreement and,

in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the

Parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any

provision of this Agreement.

Article

CLOSING; THE MERGER

Section 2.01 Closing.

(a) Prior

to the closing of the Merger (the “Closing”), Parent shall effect the AIM Reverse Split.

(b) The

Closing shall take place remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing as soon as

practicable, but no later than the third (3rd) Business Day after the date the conditions set forth in Article VIII (other than

conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by Applicable

Law, waiver of such conditions by the Party or Parties entitled to the benefit thereof at the Closing) have been satisfied or, to the

extent permitted by Applicable Law, waived by the Party or Parties entitled to the benefit thereof, or at such other place, at such other

time or on such other date as Parent and the Company may mutually agree (the date on which the Closing occurs, the “Closing Date”).

Section 2.02 The Merger.

(a) At

the Closing, (i) the Company shall file a certificate of merger (the “Certificate of Merger”) with the Delaware Secretary

of State and make all other filings or recordings required by the General Corporation Law of the State of Delaware (the “DGCL”)

in connection with the Merger. The Merger shall become effective at such time (the “Effective Time”) as the Certificate

of Merger is duly filed with the Delaware Secretary of State (or at such later time as Parent and the Company shall agree and is specified

in the Certificate of Merger).

(b) At

the Effective Time, Merger Sub shall be merged with and into the Company in accordance with the DGCL (the “Merger”),

whereupon the separate existence of Merger Sub shall cease and the Company shall be the surviving corporation (the “Surviving

Corporation”), such that immediately following the Merger, the Surviving Corporation shall be an indirect wholly owned subsidiary

of Parent. From and after the Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises

and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Sub, all as provided under

the DGCL.

Section 2.03 Conversion

and Cancellation of Shares in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of Parent,

Merger Sub, the Company or any holder of Company Common Stock, the common stock of Merger Sub:

(a) other

than shares of Company Common Stock to be cancelled or converted pursuant to Section 2.03(b) (the “Excluded Shares”),

each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into, and shall thereafter represent

only, the right to receive (i) a number of Parent ADSs equal to the Exchange Ratio (the “Equity Consideration”) and

(ii) one contingent value right (each, a “CVR”) ((i) and (ii) together, the “Merger Consideration”),

subject to Section 2.08 with respect to fractional Parent ADSs, and immediately following such conversion, shall be automatically

cancelled and cease to exist (the “Cancellation”);

(b) (i)

each share of Company Common Stock held by the Company as treasury stock or owned by Parent or Merger Sub immediately prior to the Effective

Time (other than any such shares owned by Parent or Merger Sub in a fiduciary, representative or other capacity on behalf of other Persons,

whether or not held in a separate account) shall be cancelled and shall cease to exist, and no consideration shall be paid with respect

thereto and (ii) each share of Company Common Stock held by any wholly owned Subsidiary of the Company immediately prior to the Effective

Time shall be converted into a number of validly issued, fully paid and nonassessable Parent ADSs equal to the Exchange Ratio;

share of common stock of Merger Sub, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time shall be

converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving

Corporation; and

(d) all

outstanding shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease

to exist, and (i) each share of Company Common Stock that was, immediately prior to the Effective Time, represented by a certificate (each,

a “Certificate”) and (ii) each uncertificated share of Company Common Stock that, immediately prior to the Effective

Time, was registered to a holder on the stock transfer books of the Company (an “Uncertificated Share”) shall (in each

case, other than with respect to Excluded Shares) thereafter represent only the right to receive the Merger Consideration and the right

to receive any dividends or other distributions pursuant to Section 2.04(f), to be issued or paid in accordance with Section

2.04, without interest.

Section 2.04 Surrender

and Payment.

(a) Prior

to the Effective Time, Parent shall appoint a commercial bank or trust company reasonably acceptable to the Company (the “Exchange

Agent”) and enter into an exchange agent agreement with the Exchange Agent reasonably acceptable to the Company (the “Exchange

Agent Agreement”) for the purpose of exchanging (i) Certificates or (ii) Uncertificated Shares for the Equity Consideration

payable in respect of the shares of Company Common Stock. As of the Effective Time, in consideration of and in exchange for the Cancellation,

Parent shall issue to the ADS Depositary Parent Ordinary Shares underlying the Parent ADSs issuable pursuant to Section 2.03(a).

As of the Effective Time, Parent shall deposit or cause to be deposited with the Exchange Agent, for the benefit of the holders of shares

of Company Common Stock, for exchange in accordance with this Section 2.04 through the Exchange Agent, the Parent ADSs issuable

pursuant to Section 2.03(a) in exchange for outstanding shares of Company Common Stock. Parent agrees to make available, directly

or indirectly, to the Exchange Agent from time to time as needed additional cash sufficient to pay any dividends or other distributions

to which such holders are entitled pursuant to Section 2.04(f). Promptly after the Effective Time (and in no event later than

five (5) Business Days thereafter), Parent shall send, or shall cause the Exchange Agent to send, to each holder of shares of Company

Common Stock at the Effective Time a letter of transmittal and instructions (which shall be in a form reasonably acceptable to the Company

and substantially finalized prior to the Effective Time and which shall specify that delivery shall be effected, and risk of loss and

title shall pass, only on proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use

in such exchange. All certificates (or evidence of Parent ADSs in book-entry form) and cash deposited with the Exchange Agent pursuant

to this Section 2.04 shall be referred to in this Agreement as the “Exchange Fund.” Parent shall cause the

Exchange Agent to deliver the Equity Consideration contemplated to be issued or paid pursuant to this Article II out of the Exchange

Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest any cash included in the Exchange Fund

as directed by Parent; provided, that such cash shall only be invested in the manner provided in the Exchange Agent Agreement.

Any interest and other income resulting from such investments shall be the property of, and paid to, Parent on termination of the Exchange

Fund.

(b) Each

holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled

to receive, within five (5) Business Days of the later to occur of (i) surrender to the Exchange Agent of a Certificate, together with

a properly completed and duly executed letter of transmittal, or (ii) receipt of an “agent’s message” by the Exchange

Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer

of Uncertificated Shares, the Equity Consideration in respect of each share of the Company Common Stock represented by such Certificate

or Uncertificated Share (including any dividends and distributions with respect to the Equity Consideration as contemplated by Section

2.04(f)). The Parent ADSs constituting the Equity Consideration, at Parent’s option, shall be in uncertificated book-entry form,

except that a physical American depositary receipt evidencing such Parent ADSs will represent all unrestricted ADSs.

any portion of the Equity Consideration (or any dividends and distributions with respect to the Equity Consideration as contemplated by

Section 2.04(f) and Section 2.09, respectively) is to be paid to a Person other than the Person in whose name the surrendered

Certificate or the transferred Uncertificated Share is registered, it shall be a condition to such payment that (i) either such Certificate

shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred

and (ii) the Person requesting such payment shall pay to the Exchange Agent any stamp duty, stamp duty reserve tax, transfer or similar

Taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share or

establish to the satisfaction of the Exchange Agent that such stamp duty, stamp duty reserve tax, transfer or similar Taxes have been

paid or are not payable.

(d) From

and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock thereafter on the

records of the Company. If, after the Effective Time, Certificates or Uncertificated Shares are presented to Parent, the Surviving Corporation

or the Exchange Agent for any reason, they shall be canceled and exchanged for the Equity Consideration (and any dividends and distributions

with respect to the Equity Consideration as contemplated by Section 2.04(f)) with respect thereto in accordance with the procedures

set forth in, or as otherwise contemplated by, this Article II (including this Section 2.04).

(e) Any

portion of the Exchange Fund that remains unclaimed by the holders of shares of Company Common Stock twelve (12) months following the

Closing Date shall be delivered to Parent or as otherwise instructed by Parent, and any such holder who has not exchanged shares of Company

Common Stock for the Equity Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to

Parent for payment of the Equity Consideration (and any dividends and distributions with respect to the Equity Consideration as contemplated

by Section 2.04(f)), without any interest thereon. Notwithstanding the foregoing, Parent and its Subsidiaries (including the Surviving

Corporation and its Subsidiaries) shall not be liable to any holder of shares of Company Common Stock for any amounts properly paid to

a public official in compliance with applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders

of shares of Company Common Stock immediately prior to such time when the amounts would otherwise escheat to or become property of any

Governmental Authority shall become, to the extent permitted by Applicable Law, the property of Parent free and clear of any claims or

interest of any Person previously entitled thereto.

(f) Following

the surrender of any Certificates, along with the delivery of a properly completed and duly executed letter of transmittal, or the transfer

of any Uncertificated Shares, in each case as provided in this Section 2.04, Parent shall pay, or cause to be paid, without interest,

to the Person in whose name the Parent ADSs constituting the Equity Consideration have been registered, (i) in connection with the payment

of the Equity Consideration, the aggregate amount of all dividends or other distributions payable with respect to such Parent ADSs, with

a record date on or after the Effective Time that were paid prior to the time of such surrender or transfer, and (ii) at the appropriate

payment date after the payment of the Equity Consideration, the amount of all dividends or other distributions payable with respect to

whole Parent ADSs constituting the Equity Consideration with a record date on or after the Effective Time and prior to the time of such

surrender or transfer and with a payment date subsequent to the time of such surrender or transfer. No dividends or other distributions

with respect to Parent ADSs constituting the Equity Consideration shall be paid to the holder of any Certificates not surrendered or of

any Uncertificated Shares not transferred until such Certificates are surrendered and the holder thereof delivers a properly completed

and duly executed letter of transmittal or such or Uncertificated Shares are transferred, as the case may be, as provided in this Section

2.04.

Section 2.05 Dissenters’

Rights. No dissenters’ or appraisal rights shall be available with respect to the Merger and the other transactions contemplated

hereby.

Section 2.06 Company

Equity Awards; Company Warrants.

(a) Company

Stock Options. At the Effective Time, each Company Stock Option that is then outstanding shall be automatically cancelled for no consideration

and the holder thereof shall have no further rights with respect thereto.

(b) Company

Restricted Stock Units. No later than five (5) Business Days prior to the Effective Time (but subject to the occurrence of the Effective

Time), each restricted stock unit award with respect to shares of Company Common Stock outstanding under any Company Stock Plan that vests

solely based on the passage of time (each, a “Company RSU Award”) that is then outstanding but not vested shall become

immediately vested in full and shall be settled by issuing to the holder of the Company RSU Award a number of shares of Company Common

Stock equal to the number of shares of Company Common Stock underlying such Company RSU Award immediately prior to such settlement (subject

to applicable withholdings for Taxes, which may be satisfied by net share settlement) (the “Settled RSU Company Common Stock”).

The Settled RSU Company Common Stock shall be treated at the Effective Time in the same manner as other shares of Company Common Stock,

including for the avoidance of doubt as set forth in Section 2.03. Following the settlement of the Company RSU Awards into Settled

RSU Company Common Stock as provided herein, no holder thereof shall have any rights with respect to such award (or the shares of Company

Common Stock underlying such award) other than the right to receive the consideration specified in this Section 2.06.

Actions. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof administering any Company Stock

Plan) shall adopt such resolutions or take such action by written consent in lieu of a meeting, providing for the transactions contemplated

by this Section 2.06. The Company shall provide that, on and following the Effective Time, no holder of any Company Equity Awards

shall have the right to acquire any equity interest in the Company or the Surviving Corporation in respect thereof and each Company Stock

Plan shall terminate as of the Effective Time.

(d) Company

Warrants. That certain Common Stock Purchase Warrant issued on December 24, 2024 by the Company to Armistice Capital Master Fund Ltd.,

which constitutes the only outstanding warrant to purchase shares of Company Common Stock (the “Company Warrant”),

shall be treated at the Closing in accordance with the Armistice Agreement, including with respect to the payment of the first $3,500,000

of Black Scholes Value (as defined in the Company Warrant) in cash and the payment of any Excess Amount (as defined in the Armistice Agreement),

at the option of the holder, in the form of Equity Consideration (as defined in the Armistice Agreement), in each case subject to the

proviso set forth in the definition of Company Merger Consideration. For the avoidance of doubt, any Parent Ordinary Shares, Parent ADSs

or other Parent equity issued or issuable to Armistice Capital Master Fund Ltd. (or its designee) under the Armistice Agreement shall

form part of the Company Merger Consideration and shall not constitute additional issuances of Parent Ordinary Shares outside of the Exchange

Ratio mechanics.

Section 2.07 Contingent

Value Right. At or prior to the Effective Time, Parent will authorize and duly adopt, execute and deliver, and will ensure that a

duly qualified rights agent with respect to the CVRs mutually agreeable to Parent and the Company (a “Rights Agent”)

executes and delivers, a contingent value rights agreement in substantially the form attached as Exhibit D, subject to any revisions to

the CVR Agreement that are requested by such Rights Agent (provided that such revisions are (i) reasonably acceptable to the Company and

Parent and (ii) not, individually or in the aggregate, materially detrimental to any holder of CVRs).

Section 2.08 Adjustments;

Closing Statements.

(a) Without

limiting or affecting any of the provisions of Section 6.01 or Section 6.02, if, during the period between the date of this

Agreement and the Effective Time, any change in the outstanding Parent ADSs or outstanding Parent Ordinary Shares in respect thereof shall

occur as a result of any reclassification, recapitalization, stock split or sub-division (including reverse share split or consolidation),

merger, offer (as defined in the U.K. Takeover Code), combination, scheme of arrangement, exchange or readjustment of shares or other

similar transaction, or any stock dividend or distribution thereon with a record date during such period, the Equity Consideration and

any other amounts payable pursuant to this Agreement shall be appropriately adjusted to provide the holders of shares of Company Common

Stock and/or Company Equity Awards with the same economic effect as contemplated by this Agreement prior to such event.

(b) Except

as otherwise contemplated in this Section 2.08, on the tenth (10th) Business Day before the Closing, the Company shall deliver

to Parent a schedule (the “Closing Cash Schedule”) setting forth, in reasonable detail, a balance sheet of the Company

as of the Cash Determination Time and, on the basis of the foregoing, the Company’s good faith, estimated calculation of Closing

Net Cash, including each component thereof (the “Closing Cash Calculation”), as of immediately prior to the Closing

(the “Cash Determination Time”). The Company shall make available to Parent, as reasonably requested by Parent, the

work papers and back-up materials used in preparing the Closing Cash Schedule, including close-out memos or other forms of written affirmation

from vendors that either no more money is due or an amount of money is due that is reflected on the Closing Cash Schedule. If reasonably

requested by Parent, reasonable access to the Company’s accountants and counsel at reasonable times and upon reasonable notice

will be provided by the Company in order to permit Parent to review the Closing Cash Calculation.

shall have the right to dispute any part of the Closing Cash Calculation by delivering a written notice (for which email will suffice)

(a “Dispute Notice”) to that effect to the Company on or prior to 11:59 p.m., Eastern Time, on the fifth (5th) Business

Day following Parent’s receipt of the Closing Cash Schedule (the “Response Time”), which Dispute Notice shall

identify in reasonable detail the nature and amounts of any proposed revisions to the proposed Closing Cash Calculation and shall be accompanied

by a reasonably detailed explanation for the basis for such revisions.

(d) If,

on or prior to the Response Time, Parent notifies the Company in writing that it has no objections to the Closing Cash Calculation or

if Parent fails to deliver a Dispute Notice as provided in Section 2.08(c) prior to the Response Time, then the Closing Cash Calculation

as set forth in the Closing Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and shall represent

the Closing Net Cash at the Cash Determination Time for purposes of this Agreement.

(e) If

Parent delivers a Dispute Notice on or prior to the Response Time, then Representatives of the Company and Parent shall promptly (and

in no event later than one (1) Business Day thereafter) meet and attempt in good faith to resolve the disputed item(s) and negotiate an

agreed-upon determination of the Closing Net Cash, which agreed upon Closing Net Cash amount shall be deemed to have been finally determined

for purposes of this Agreement and shall represent the Closing Net Cash at the Cash Determination Time for purposes of this Agreement.

(f) If

Representatives of the Company and Parent are unable to negotiate an agreed-upon determination of Closing Net Cash as of the Cash Determination

Time pursuant to Section 2.08(e) within three (3) Business Days after delivery of the Dispute Notice (or such other period as the

Company and Parent may mutually agree upon), then any remaining disagreements as to the calculation of Closing Net Cash shall be referred

to for resolution to an impartial nationally or regionally recognized firm of independent certified public accountants other than the

Company’s accountants or Parent’s accountants which is jointly selected by the Company and Parent (the “Accounting

Firm”). The Company and Parent shall promptly deliver to the Accounting Firm the work papers and back-up materials used in preparing

the Closing Cash Schedule and the Dispute Notice, and the Company and Parent shall use commercially reasonable efforts to cause the Accounting

Firm to make its determination within three (3) Business Days of accepting its selection. The Company and Parent shall be afforded the

opportunity to present to the Accounting Firm any materials related to the unresolved disputes and to discuss the issues with the Accounting

Firm; provided that no such presentation or discussion shall occur without the presence of a Representative of each of the Company and

Parent. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm. The Accounting

Firm’s determination of Closing Net Cash shall be within the range of values for Closing Net Cash asserted by the Company and Parent

in the dispute. The determination of the amount of Closing Net Cash made by the Accounting Firm shall be made in writing delivered to

each of the Company and Parent, shall be final and binding on the Company and Parent and shall (absent manifest error) be deemed to have

been finally determined for purposes of this Agreement and to represent the Closing Net Cash at the Cash Determination Time for purposes

of this Agreement. The fees and expenses of the Accounting Firm shall be allocated between the Company and Parent in the same proportion

that the disputed amount of the Closing Net Cash that was unsuccessfully disputed by such party (as finally determined by the Accounting

Firm) bears to the total disputed amount of the Closing Net Cash amount and the Company’s portion of such fees and expenses shall

be included in the calculation of its transaction expenses. If this Section 2.08(f) applies as to the determination of the Closing

Net Cash at the Cash Determination Time, upon resolution of the matter in accordance with this Section 2.08(f), the parties shall

not be required to determine Closing Net Cash again.

Section

2.09 Fractional ADSs. Notwithstanding anything in this Agreement to the contrary, no fractional Parent ADSs shall be

issued in the Merger. Each holder of shares of Company Common Stock who would otherwise have been entitled to receive as a result of

the Merger a fraction of a Parent ADS (after aggregating all shares represented by the Certificates and Uncertificated Shares

delivered by such holder) shall receive, in lieu thereof, in the aggregate that number of whole Parent ADSs resulting from the

application of the Exchange Ratio as described in Section 2.03 or Section 2.06 as is rounded to the nearest whole

Parent ADS, with no cash being paid for any fractional Parent ADSs eliminated by such rounding.

Section 2.10 Withholding

Rights. Each of the Exchange Agent, Parent, Merger Sub, the Surviving Corporation and the Company shall be entitled to deduct and

withhold from the consideration otherwise payable pursuant to this Agreement such amounts as are required to be deducted and withheld

with respect to the making of such payment under any provision of federal, state, local or non-U.S. Tax law. To the extent amounts so

deducted and withheld are paid over to the appropriate Taxing Authority (including in circumstances where an equivalent amount of cash

is paid over in connection with the deduction or withholding of any non-cash consideration), such amounts shall be treated for all purposes

of this Agreement as having been paid to the Person in respect of which the deduction and withholding were made.

Section 2.11 Lost Certificates.

If any Certificate shall have been lost, stolen or destroyed, on the making of an affidavit of that fact by the Person claiming such Certificate

to be lost, stolen or destroyed and, if reasonably required by the Surviving Corporation or the Exchange Agent, the posting by such Person

of a customary bond issued for lost, stolen or destroyed stock certificates, in such reasonable amount as the Surviving Corporation or

the Exchange Agent may direct, as indemnity against any claim that may be made against the Surviving Corporation or the Exchange Agent,

with respect to such Certificate, the Exchange Agent shall, if such holder has otherwise delivered a properly completed and duly executed

letter of transmittal, issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect

of the shares of Company Common Stock represented by such Certificate, as contemplated by this Article II (including Section

2.04).

Section 2.12 Further

Assurances. At and after the Effective Time, the officers and directors of the Surviving Corporation shall be authorized to execute

and deliver, in the name and on behalf of the Company, any of its Subsidiaries or Merger Sub, any deeds, bills of sale, assignments or

assurances and to take and do, in the name and on behalf of the Company, any of its Subsidiaries or Merger Sub, any other actions and

things to vest, perfect or confirm of record or otherwise in the Surviving Corporation any and all right, title and interest in, to and

under any of the rights, properties or assets of the Company acquired or to be acquired by the Surviving Corporation as a result of, or

in connection with, the Merger.

Article

III

ORGANIZATIONAL DOCUMENTS; DIRECTORS AND OFFICERS

Section 3.01 Certificate

of Incorporation and Bylaws of the Surviving Corporation. Subject to the rights set forth in Section 7.13, the certificate

of incorporation and bylaws of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated to be

identical to the certificate of incorporation and bylaws of Merger Sub, as in effect immediately prior to the Effective Time, which shall

be the certificate of incorporation and bylaws, respectively, of the Surviving Corporation from and after the Effective Time until thereafter

amended as provided therein or by Applicable Law.

Section 3.02 Directors

and Officers of the Surviving Corporation. From and after the Effective Time, until their respective successors are duly elected

or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Sub immediately prior to the Effective Time

shall be the directors of the Surviving Corporation and (ii) the officers of Merger Sub immediately prior to the Effective Time shall

be the officers of the Surviving Corporation.

Article

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND ITS SUBSIDIARIES

Subject to Section 10.05,

except (a) as disclosed in any Company SEC Document filed or furnished and publicly available on the SEC’s Electronic Data Gathering

Analysis and Retrieval System since January 1, 2026 and prior to the date that was one (1) Business Day prior to the date of this

Agreement (only to the extent that the relevance of any disclosure in such Company SEC Document is reasonably apparent as to matters which

are a subject of such representation or warranty, and other than any matters required to be disclosed for purposes of Section 4.02

(“Corporate Authorization”) or Section 4.05 (“Capitalization”), which matters shall only

be disclosed by specific disclosure in the respective corresponding section of the Company Disclosure Schedule) or (b) as set forth in

the Company Disclosure Schedule, the Company (which for purposes of this Article IV shall be deemed to include the Company together

with its Subsidiaries unless context otherwise requires) represents and warrants to Parent that:

Section 4.01 Corporate

Existence and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State

of Delaware. The Company has all requisite corporate power and authority required to own or lease all of its properties or assets and

to carry on its business as now conducted, except where the failure to have such power or authority would not reasonably be expected to,

individually or in the aggregate, (a) have a Company Material Adverse Effect or (b) prevent, materially delay or materially impair the

ability of the Company to perform its obligations under this Agreement or to consummate the Merger. The Company is duly qualified to do

business in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has

not had, individually or in the aggregate, a Company Material Adverse Effect. Prior to the date of this Agreement, the Company has made

available to Parent true and complete copies of the certificate of incorporation and bylaws of the Company as in effect on the date of

this Agreement (the “Company Organizational Documents”).

Section 4.02 Corporate

Authorization.

(a) The

execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated

by this Agreement are within the corporate powers and authority of the Company and, except for the Company Stockholder Approval, have

been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of at least a majority

of the outstanding shares of Company Common Stock adopting this Agreement is the only vote of the holders of any of the Company’s

capital stock necessary in connection with the consummation of the Merger (the “Company Stockholder Approval”). This

Agreement has been duly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent and Merger

Sub) constitutes a valid, legal and binding agreement of the Company enforceable against the Company in accordance with its terms (subject

to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally,

and subject to general principles of equity, regardless of whether enforcement is sought in a proceeding at law or in equity (collectively,

the “Bankruptcy and Equity Exceptions”)).

(b) At

a meeting duly called and held, the Board of Directors of the Company unanimously adopted resolutions (i) determining that this Agreement

and the transactions contemplated hereby (including the Merger) are fair to and in the best interests of the Company and its stockholders,

(ii) approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby (including the Merger), (iii)

directing that the adoption of this Agreement be submitted to a vote at a meeting of the Company’s stockholders, and (iv) recommending

adoption of this Agreement and the transactions contemplated hereby by the Company’s stockholders (such recommendation, the “Company

Board Recommendation”). Except as permitted by Section 6.03, the Board of Directors of the Company has not subsequently

rescinded, modified or withdrawn any of the foregoing resolutions.

Section 4.03 Governmental

Authorization. The execution, delivery and performance by the Company of this Agreement, the CVR Agreement and the consummation by

the Company of the transactions contemplated hereby require no action by or in respect of, Consents of, or Filings with, any Governmental

Authority other than (a) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the

relevant authorities of other states in which the Company is qualified to do business, (b) compliance with and Filings under any applicable

Antitrust Laws, including Antitrust Laws of non U.S. jurisdictions (collectively, “Foreign Antitrust Laws”), (c) compliance

with any applicable requirements of the 1933 Act, the 1934 Act and any other applicable U.S. state or federal securities laws or pursuant

to the rules of the NASDAQ Global Select Market (“Nasdaq”), and (d) any other actions, Consents or Filings the absence of

which has not had and would not reasonably be expected to, individually or in the aggregate, (i) have a Company Material Adverse Effect

or (ii) prevent, materially delay or materially impair the ability of the Company to perform its obligations under this Agreement or to

consummate the Merger.

Section 4.04 Non-contravention.

Assuming compliance with the matters referred to in Section 4.03 and receipt of the Company Stockholder Approval, the execution,

delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby do not and will

not (a) contravene, conflict with, or result in any violation or breach of any provision of Company Organizational Documents, (b) contravene,

conflict with or result in any violation or breach of any provision of any Applicable Law, (c) require any Consent or other action by

any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default

under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit

to which the Company or any of its Subsidiaries is entitled under, any provision of any Contract binding on the Company or any of its

Subsidiaries, or (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries, except,

in the case of each of clauses (b) through (d), as (i) has not had and would not reasonably be expected to have, individually or in the

aggregate, a Company Material Adverse Effect or (ii) individually or in the aggregate, would not reasonably be expected to prevent, materially

delay or materially impair the ability of the Company to perform its obligations under this Agreement or consummate the Merger.

Section 4.05 Capitalization.

(a) The

authorized capital stock of the Company consists of (i) 30,000,000 shares of Company Common Stock and (ii) 3,000,000 shares of preferred

stock, par value $0.00001 per share (“Company Preferred Stock”). As of the close of business on June 23, 2026, there

were issued (A) 5,404,551 shares of Company Common Stock (of which no shares were held in treasury), (B) 1,054,551 Company Warrants, all

of which are held by Armistice Capital Master Fund Ltd. pursuant to the Company Warrant, (C) no shares of Company Preferred Stock, (D)

Company Stock Options to purchase an aggregate of 115,910 shares of Company Common Stock, (E) 49,467 shares of Company Common Stock were

subject to outstanding Company RSU Awards and (F) 1,077,159 additional shares of Company Common Stock were reserved for issuance pursuant

to the Company Stock Plans. Except as set forth in this Section 4.05(a), as of the close of business on June 23, 2026, there are

no issued, reserved for issuance or outstanding Equity Securities of the Company.

(b) All

of the issued and outstanding capital stock or other Equity Securities of the Company have been, and all shares that may be issued pursuant

to any Company Stock Plan or Company Warrants will be, when issued in accordance with the respective terms thereof, duly authorized and

validly issued, fully paid and nonassessable and free of preemptive rights. No Subsidiary of the Company owns any shares of capital stock

of the Company (other than any such shares owned by Subsidiaries of the Company in a fiduciary, representative or other capacity on behalf

of other Persons, whether or not held in a separate account). There are no outstanding bonds, debentures, notes or other indebtedness

of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters

on which stockholders of the Company have the right to vote. There are no outstanding obligations of the Company or any of its Subsidiaries

to repurchase, redeem or otherwise acquire any Equity Securities of the Company. Other than the Company Voting Agreement and agreements

entered into pursuant to the Concurrent Financing, neither the Company nor any of its Subsidiaries is a party to any agreement with respect

to the holding, voting, registration, redemption, repurchase or disposition of, or that restricts the transfer of, any Equity Securities

of the Company or any of its Subsidiaries.

or prior to the date hereof, the Company has made available to Parent a list of each Company Equity Award outstanding as of June 15, 2026

that includes (A) the number of shares of Company Common Stock underlying such Company Equity Award, (B) the exercise price of each such

Company Equity Award that is a Company Stock Option, and (C) the vesting schedule of each such Company Equity Award that is unvested as

of such date.

Section 4.06 Subsidiaries.

(a) Section

4.06 of the Company Disclosure Schedule sets forth a true and complete list of each Subsidiary of the Company, including its jurisdiction

of incorporation or formation. Each Subsidiary of the Company is a corporation or other entity duly incorporated or organized, validly

existing and in good standing (except to the extent such concept is not applicable under Applicable Law of such Subsidiary’s jurisdiction

of incorporation, formation or organization, as applicable) under the laws of its jurisdiction of incorporation, formation or organization

and has all corporate or other organizational powers and authority, as applicable, required to own, lease and operate its properties and

assets and to carry on its business as now conducted, except for those jurisdictions where failure to be so duly incorporated or organized,

validly existing and in good standing or to have such power or authority has not had, individually or in the aggregate, a Company Material

Adverse Effect. Each such Subsidiary is duly qualified to do business in each jurisdiction where such qualification is necessary, except

for those jurisdictions where failure to be so qualified has not had, individually or in the aggregate, a Company Material Adverse Effect.

(b) All

of the issued and outstanding capital stock or other Equity Securities of each Subsidiary of the Company have been validly issued and

are fully paid and nonassessable (except to the extent such concepts are not applicable under Applicable Law of such Subsidiary’s

jurisdiction of incorporation, formation or organization, as applicable) and are owned by the Company, directly or indirectly, free and

clear of any Lien (other than any restrictions imposed by Applicable Law) and free of preemptive rights, rights of first refusal, subscription

rights or similar rights of any Person and transfer restrictions (other than transfer restrictions under Applicable Law or under the organizational

documents of such Subsidiary). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or

otherwise acquire any Equity Securities of any Subsidiary of the Company. Except for the capital stock or other Equity Securities of its

Subsidiaries and publicly traded securities held for investment that do not exceed five percent (5%) of the outstanding securities of

any entity, the Company does not own, directly or indirectly, any capital stock or other Equity Securities of, or any membership, partnership,

joint venture or other equity or voting interest in, any Person.

Section 4.07 SEC Filings

and the Sarbanes-Oxley Act.

(a) The

Company has timely filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements

and other documents required to be filed with or furnished to the SEC by the Company since the Lookback Date (collectively, together

with any exhibits and schedules thereto and other information incorporated therein, the “Company SEC Documents”).

No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement, prospectus, registration statement

or other document with the SEC.

(b) As

of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding

filing), the Company SEC Documents filed or furnished prior to the date of this Agreement complied, and each Company SEC Document filed

or furnished subsequent to the date of this Agreement (assuming, in the case of the Proxy Statement/Prospectus, Parent’s compliance

with Section 7.02(f)) will comply, in all material respects, with the applicable requirements of Nasdaq, the 1933 Act, the 1934

Act and the Sarbanes-Oxley Act, as the case may be.

of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding

filing), each Company SEC Document filed or furnished prior to the date of this Agreement did not, and each Company SEC Document filed

or furnished subsequent to the date of this Agreement (assuming, in the case of the Proxy Statement/Prospectus, Parent’s compliance

with Section 7.02(f)) will not, contain any untrue statement of a material fact or omit to state any material fact necessary in

order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

(d) Each

Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of

the date such registration statement or amendment became effective, and as of the date of such amendment or supplement, did not contain

any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements

therein not misleading in any material respect.

(e) As

of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to any of the

Company SEC Documents, and, to the knowledge of the Company, none of the Company SEC Documents are subject to ongoing SEC review.

(f) Since

the Lookback Date, there have been no formal internal investigations regarding financial reporting or accounting policies and practices

discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer (or other principal

financial and accounting officer), or general counsel of the Company, the Board of Directors of the Company or any committee thereof,

other than ordinary course audits or reviews of accounting policies and practices or internal controls required by the Sarbanes-Oxley

Act.

(g) The

Company is, and since the Lookback Date has been, in compliance in all material respects with (i) the applicable provisions of the Sarbanes-Oxley

Act and (ii) the applicable listing and corporate governance rules and regulations of Nasdaq.

(h) The

Company currently maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act) that are designed to provide

reasonable assurance that all information required to be disclosed in the Company’s reports filed under the 1934 Act is recorded,

processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information

is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure

and to enable each of the principal executive officer of the Company and the principal financial officer of the Company to make the certifications

required under the 1934 Act with respect to such reports. For purposes of this Agreement, “principal executive officer”

and “principal financial officer” shall have the meanings given to such terms in the Sarbanes-Oxley Act.

(i) The

Company and its Subsidiaries currently maintain a system of internal controls over financial reporting (as defined in Rule 13a-15 under

the 1934 Act) (“internal controls”) designed to provide reasonable assurance regarding the reliability of the Company’s

financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP, and

the Company’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation

of such internal controls prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Board of

Directors of the Company (i) all significant deficiencies and material weaknesses in the design or operation of internal controls which

are reasonably likely to adversely affect the Company’s or any of its Subsidiaries’ ability to record, process, summarize

and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant

role in internal controls. A true, correct and complete summary of any such disclosures made by management to the Company’s auditors

and audit committee is set forth as Section 4.07(i) of the Company Disclosure Schedule.

(j) Since

the Lookback Date, each of the principal executive officer and principal financial officer of the Company (or each former principal executive

officer and principal financial officer of the Company, as applicable) has made all certifications required by Rules 13a-14 and 15d-14

under the 1934 Act and Sections 302 and 906 of the Sarbanes-Oxley Act and any related rules and regulations promulgated by the SEC and

Nasdaq.

Section 4.08 Financial

Statements and Financial Matters.

(a) The

audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included or incorporated

by reference in the Company SEC Documents (or, if any such Company SEC Document is amended or superseded by a filing prior to the date

of this Agreement, such amended or superseding Company SEC Document) (i) present fairly in all material respects, in conformity with GAAP

applied on a consistent basis during the periods presented (except as may be indicated in the notes thereto), the consolidated financial

position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the

periods then ended (subject, in each case, to normal and recurring year-end audit adjustments in the case of any unaudited interim financial

statements), (ii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations

of the SEC with respect thereto and (iii) have been prepared in a manner consistent with the books and records of the Company and its

Subsidiaries, which are maintained in all material respects in accordance with GAAP (to the extent applicable) and any other applicable

legal and accounting requirements and are true and complete in all material respects.

(b) Since

the Lookback Date, the Company has not made any change in the accounting practices or policies applied in the preparation of its financial

statements, except as required by GAAP, SEC rule or policy or Applicable Law.

the Lookback Date, the Company has not received written notice from the SEC or any other Governmental Authority indicating that any of

its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC or any other

Governmental Authority.

Section 4.09 Absence

of Certain Changes. Since the Company Balance Sheet Date through the date of this Agreement: (a) except as related to this Agreement

and the transactions contemplated hereby, the business of the Company and its Subsidiaries has been conducted in all material respects

in the ordinary course of business consistent with past practice; (b) there has not been any Company Material Adverse Effect; and (c)

there has not been any action taken by the Company or any of its Subsidiaries that, if taken during the period from the date of this

Agreement through the Effective Time without Parent’s consent, would constitute a breach of any of the covenants set forth in Section

6.01(b)(i), (ii), (vi), (vii), (xii), (xiii), (xv), (xviii), or (xx) (or solely

with respect to the foregoing clauses, Section 6.01(b)(xxi)).

Section 4.10 No Undisclosed

Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued,

contingent, absolute, determined, determinable or otherwise, whether or not required by GAAP to be reflected on the consolidated balance

sheet of the Company and its Subsidiaries, other than (a) liabilities or obligations disclosed or provided for in the Company Balance

Sheet or in the notes thereto, (b) liabilities or obligations incurred in the ordinary course of business consistent with past practice

since the Company Balance Sheet Date that are not material to the Company and its Subsidiaries, taken as a whole, or (c) liabilities arising

in connection with the transactions contemplated hereby or in connection with obligations under Contracts binding on the Company or any

of its Subsidiaries (except to the extent such liabilities arose or resulted from a breach or a default of such Contract). There are no

“off-balance sheet” arrangements of any type pursuant to any “off-balance sheet” arrangement required to be disclosed

pursuant to Item 303(a)(4) of Regulation S-K promulgated under the 1933 Act (“Regulation S-K”) that have not been so described

in the Company SEC Documents.

Section 4.11 Litigation.

There is no Action pending (or, to the knowledge of the Company, threatened) against or affecting the Company, any of its Subsidiaries,

any present or, to the knowledge of the Company, former officers, directors or employees of the Company or any of its Subsidiaries in

their respective capacities as such, or any of the respective properties or assets of the Company or any of its Subsidiaries, before (or,

in the case of threatened claims, actions, suits, investigations or proceedings, that would be before) any Governmental Authority, (a)

that has had, individually or in the aggregate, a Company Material Adverse Effect or (b) that, individually or in the aggregate, would

reasonably be expected to prevent, materially delay or materially impair the ability of the Company to perform its obligations under this

Agreement or to consummate the Merger. There is no Order outstanding (or, to the knowledge of the Company, threatened) against or affecting

the Company, any of its Subsidiaries, any present or, to the knowledge of the Company, former officers, directors or employees of the

Company or any of its Subsidiaries in their respective capacities as such, or any of the respective properties or assets of any of the

Company or any of its Subsidiaries that (i) has had, individually or in the aggregate, a Company Material Adverse Effect or (ii) individually

or in the aggregate, would reasonably be expected to prevent, materially delay or materially impair the ability of the Company to perform

its obligations under this Agreement or to consummate the Merger.

Section 4.12 Permits.

Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries hold

all material governmental licenses and Consents necessary for the operation of their respective businesses (the “Company Permits”).

The Company and each of its Subsidiaries are, and since the Lookback Date have been, in compliance in all material respects with the terms

of the Company Permits. There is no Action pending, or, to the knowledge of the Company, threatened that seeks the revocation, cancellation,

termination, non-renewal or adverse modification of any Company Permit, nor would any such revocation, cancellation, termination, non-renewal

or adverse modification result from the consummation of the transactions contemplated hereby.

Section 4.13 Compliance

with Laws. The Company and each of its Subsidiaries are, and since the Lookback Date have been, in compliance in all material respects

with all Applicable Laws. Neither the Company nor any of its Subsidiaries has received, since the Lookback Date, a notice or other written

communication alleging or relating to a possible material violation of any Applicable Law.

Section 4.14 Regulatory

Matters.

(a) Except

as set forth on Section 4.14(a) of the Company Disclosure Schedule, (i) each of the Company and its Subsidiaries is in material compliance

and since the Lookback Date has been in material compliance with all Health Care Laws applicable to it and (ii) to the knowledge of the

Company, none of the Company or any of its Subsidiaries has received any written communication or has been subject to any Action (other

than routine FDA inspections) since the Lookback Date from a Governmental Authority that alleges that it is not in compliance with any

Health Care Law, except in the case of the immediately foregoing clauses (i) and (ii) where any noncompliance has not had, individually

or in the aggregate, a Company Material Adverse Effect. Except as set forth on Section 4.14(a) of the Company Disclosure Schedule, (i)

none of the Company or any of its Subsidiaries is party to and has any ongoing obligations pursuant to or under 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, and (ii) none of the Company or any of its Subsidiaries, or any of their employees,

officers or directors, has been excluded, suspended or debarred from participation in any U.S. state or federal health care program or,

to the knowledge of the Company, been convicted of any crime or is subject to any Action by any Governmental Authority or other similar

action, or has engaged in any conduct, that could reasonably be expected to result in debarment, suspension or exclusion.

(b) Each

of the Company and its Subsidiaries has, maintains and is operating in material compliance with all Consents of the United States Food

and Drug Administration (“FDA”), Drug Enforcement Administration (“DEA”), European Medicines Agency

(“EMA”) and comparable Governmental Authorities which are required for the conduct of the Company’s business

(collectively, the “Health Care Permits”), and all such Health Care Permits are valid, subsisting and in full force

and effect, except where the failure to have, maintain or operate in compliance with the Health Care Permits has not had, individually

or in the aggregate, a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all of its

material obligations with respect to the Health Care Permits, and no event has occurred which allows, or with notice or lapse of time

or both, would allow revocation or termination thereof or results in any other material impairment of the rights of the holder of any

Health Care Permit, except where the failure to so fulfill or perform, or the occurrence of such event, has not had, individually or in

the aggregate, a Company Material Adverse Effect. There is no Action pending or threatened in writing that could result in the suspension,

termination, revocation, cancellation, limitation or impairment of any such Health Care Permit other than those that have not had, individually

or in the aggregate, a Company Material Adverse Effect.

as has not had, individually or in the aggregate, a Company Material Adverse Effect, all applications, notifications, submissions, information,

claims, reports and statistics, and other data and conclusions derived therefrom, utilized as the basis for or submitted in connection

with any and all requests for a Health Care Permit relating to any of the Company and its Subsidiaries, its business and Company Products,

when submitted to the FDA, DEA, EMA or other Governmental Authority were true, complete and correct as of the date of submission, and

any necessary or required updates, changes, corrections or modification to such applications, notifications, submissions, information

and data have been submitted to the FDA, DEA, EMA or other Governmental Authority.

(d) Except

as has not had, individually or in the aggregate, a Company Material Adverse Effect, since the Lookback Date, none of the Company or any

of its Subsidiaries has had any Company Product or manufacturing site subject to a Governmental Authority (including FDA, DEA or EMA)

shut down or import or export prohibition, and has not received any FDA Form 483 or other Governmental Authority notice of inspectional

observations, “warning letters,” “untitled letters” or written requests or requirements to make changes to a product

candidate, or similar correspondence or written notice from the FDA, DEA, EMA or other Governmental Authority alleging or asserting noncompliance

with any applicable Health Care Law, Health Care Permit or such requests or requirements of a Governmental Authority.

(e) Except

as has not had, individually or in the aggregate, a Company Material Adverse Effect, (i) the clinical, pre-clinical and other studies

and tests conducted by or on behalf of or sponsored by any of the Company and its Subsidiaries or in which any of the Company and its

Subsidiaries, or any of the Company Products have participated were, and if still pending are, being conducted in accordance with standard

medical and scientific research procedures and all Applicable Laws, including, but not limited to, the Federal Food, Drug, and Cosmetic

Act and its applicable implementing regulations, and (ii) no investigational new drug application filed by or on behalf of any of the

Company and its Subsidiaries with the FDA has been terminated or suspended by the FDA, and neither the FDA nor any applicable foreign

Governmental Authority has commenced, or, to the knowledge of the Company, threatened to commence, any action to place a clinical hold

order on, or otherwise terminate, delay or suspend, any proposed or ongoing clinical investigation conducted or proposed to be conducted

by or on behalf of any of the Company and its Subsidiaries.

(f) None

of the Company or any of its Subsidiaries is the subject of any pending or, to the knowledge of the Company, threatened investigation

in respect of it or the Company Products, by the FDA pursuant to its “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal

Gratuities” Final Policy set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto. The Company has provided

Parent with accurate and complete copies of all Health Care Permits and correspondence with any Governmental Authority related to all

Company Products.

Section 4.15 Material

Contracts.

(a) Section

4.15(a) of the Company Disclosure Schedule sets forth a complete and accurate list of each of the following Contracts to which the Company

or any of its Subsidiaries is a party or by which it is bound, including pursuant to any surviving provisions of any terminated or expired

Contract (each such Contract listed or required to be so listed, and each of the following Contracts to which the Company or any of its

Subsidiaries becomes a party or by which it becomes bound after the date of this Agreement, a “Company Material Contract”):

(i) any

Contract (or series of related Contracts), including any manufacturing, supply or distribution agreement, that is currently in effect

and (A) that requires by its terms or is reasonably likely to require the payment or delivery of cash or other consideration by or to

the Company or any of its Subsidiaries in an amount having an expected value in excess of $250,000 in a fiscal year or (B) relating to

capital expenditures or commitments in excess of $1,000,000 in the aggregate;

(ii) any

Contract involving the acquisition or disposition, directly or indirectly (by merger or otherwise) in the three (3) years preceding the

date hereof, of assets or securities by or from any Person or any business, other than (x) acquisitions or dispositions of inventory in

the ordinary course of business consistent with past practice or (y) dispositions of assets made in the ordinary course of the Company’s

wind-down activities, including any such Contract that contains (or would contain, in the case of an option, right of first refusal or

offer or similar rights) ongoing representations, warranties, covenants, indemnities or other obligations (including “earn-out,”

contingent value rights or other contingent payment or value obligations) that would involve or may reasonably be expected to require

the receipt or making of payments or the issuance of any Equity Securities of the Company or any of its Subsidiaries;

(iii) any

Contract with a Governmental Authority that is currently in effect, including any grant, loan or aid pursuant to a stimulus or government

grant program or otherwise from a Governmental Authority;

(iv) any

Contract that (A) limits or purports to limit, in any material respect, the freedom of the Company or any of its Subsidiaries to engage

or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect,

the freedom of Parent or any of its Affiliates after the Effective Time, (B) contains material exclusivity or “most favored nation”

obligations or restrictions or (C) contains any other provisions that restrict the ability of the Company or any of its Subsidiaries to

sell, market, distribute, promote, manufacture, develop, commercialize, or test or research any Company Product, directly or indirectly

through Third Parties, in any material respect, or that would so limit or purport to limit the ability of Parent or any of its Affiliates

to sell, market, distribute, promote, manufacture, develop, commercialize, or test or research any Company Product after the Effective

Time, directly or indirectly through Third Parties, in any material respect;

(v) any

Contract relating to third-party indebtedness for borrowed money (including under any short-term financing facility) in excess of $250,000

(whether incurred, assumed, guaranteed or secured by any asset of the Company or any of its Subsidiaries) other than any Contract exclusively

between or among the Company and any of its wholly owned Subsidiaries;

(vi) any

Contract restricting the payment of dividends or the making of distributions in respect of any Equity Securities of the Company or any

of its Subsidiaries or the repurchase or redemption of, any Equity Securities of the Company or any of its Subsidiaries;

(vii) any

joint venture, profit-sharing, partnership, collaboration, co-promotion or other similar agreement;

(viii) any

Contract with any Person (A) pursuant to which the Company or any of its Subsidiaries may be required to pay, or may receive, milestones,

royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution,

commercial manufacture or other similar occurrences, developments, activities or events, or (B) under which the Company or any of its

Subsidiaries grants to any Person, or receives the benefit of, any right of first refusal, right of first negotiation, option to purchase,

option to license, or any other similar rights;

(ix) any

lease or sublease for material real or personal property that is currently in effect and has not expired or been surrendered in connection

with the Company’s wind-down activities;

(x) all

Contracts pursuant to which the Company or any of its Subsidiaries (A) receives or is granted any license (including any sublicense) to,

or covenant not to be sued under, any Intellectual Property Rights (other than licenses to commercially available software, including

pursuant to a standard “off-the-shelf” or “shrink wrap” or “click wrap” agreement) or (B) grants any

license (including any sublicense) to, or covenant not to be sued under, any Company Intellectual Property, including in each case (A)

and (B) any coexistence agreements, prior rights agreement, right of first refusal, right of last refusal, covenant not to sue, immunity

from suit, and right to indemnification;

(xi) any

“single source” supply Contract pursuant to which goods or materials that are not commodities and that are material to the

business of the Company and its Subsidiaries are currently being supplied to the Company or any of its Subsidiaries from an exclusive

source and under which the Company or any of its Subsidiaries has outstanding purchase obligations;

(xii) any

Contracts or other transactions with any (A) director or officer of the Company (excluding employment agreements for directors and officers),

(B) record or, to the knowledge of the Company, beneficial owner of five percent (5%) or more of the voting securities of the Company,

or (C) affiliate (as such term is defined in Rule 12b-2 promulgated under the 1934 Act) or “associates” (or members of any

of their “immediate family”) (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the 1934 Act) of any

such director, officer, record owner or beneficial owner;

(xiii) any

material Contract involving the settlement of any Action or threatened Action (or series of related Actions);

(xiv) any

settlement agreements by the Company or any of its Subsidiaries with Taxing Authorities;

(xv) any

other Contract required to be filed by the Company pursuant to Item 601(b)(10) of Regulation S-K or disclosed by the Company on a Current

Report on Form 8-K; and

(xvi) any

Contract which is the subject of the CVR Agreement, including the Merck Research and Collaboration Agreement, the Participants Agreement

and each CRC Commercialisation License Agreement (as such terms are defined in the CVR Agreement) (collectively the “CVR License

Agreements”).

(b) Each

Company Material Contract (i) other than the CRC Commercialisation License Agreements, is a valid and binding obligation of the Company

or a Subsidiary of the Company (as the case may be) and, to the knowledge of the Company, each of the other parties thereto, (ii) is in

full force and effect and enforceable in accordance with its terms, (iii) was entered into within the proper course of business of the

Company and on an arm’s-length basis, (iv) provides the Company with at least ninety (90) days’ advance notice to effect its

termination in the event of termination by any counterparty (except for non-disclosure agreements, confidentiality agreements to which

the Company is a party). Each party (other than the Company) to each Company Material Contract (in each case, except for a Company Material

Contract that terminates or is terminated after the date of this Agreement in accordance with its respective terms, other than as a result

of a default or breach by the Company or any of its Subsidiaries of any of the provisions thereof), has not had, individually or in the

aggregate, a Material Adverse Effect.

the knowledge of the Company, no Person is seeking to terminate, or challenging the validity or enforceability of, any Company Material

Contract, except as has not had, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its

Subsidiaries, nor any of the other parties thereto, has violated any provision of, or committed or failed to perform any act that (with

or without notice, lapse of time or both) would constitute a default or breach under any provision of, or is subject to any liability

under, and neither the Company nor any of its Subsidiaries has received notice that it has violated, defaulted, breached, or is subject

to any liability under, any Company Material Contract, except as would not have had, individually or in the aggregate, a Company Material

Adverse Effect. The Company has made available to Parent true and complete copies of each Company Material Contract, including all amendments

thereto.

(d) No

offer, tender or quotation issued by the Company or any of its Subsidiaries and still outstanding (the value of which to the Company or

any of its Subsidiaries could exceed $250,000 in any year) is or will be capable of being converted into an obligation of the Company

by an acceptance or other act of some other person.

(e) Neither

completion of the transactions contemplated under this Agreement nor any change in the management of the Company (i) is subject to or

conditional upon any Third Party consent, (ii) will entitle any person to determine or terminate any Contract with the Company or any

of its Subsidiaries, or to exercise any right, including any right to receive any payment, renegotiate any provision (including any pricing,

economic or operational terms), or (iii) will relieve any person of any obligation, under any Company Material Contract, in each case

(i) to (iii), as a result of such completion of such transactions or such change in management. The Company has, at the time of Closing,

made all necessary notifications and complied with all corresponding obligations under each Company Material Contract in connection with

the completion of the transactions contemplated under this Agreement. For the avoidance of doubt, the transactions contemplated by this

Agreement are not (1) in respect of the IP License Agreement, dated November 18, 2020, by and between Bionomics Limited and Carina Biotech

Pty Ltd., a change of control of the Company or an assignment, transfer, encumbrance or other dealing with the Licensed IP (each as defined

in such agreement), (2) in respect of the Research Collaboration and License Agreement, dated June 26, 2014, by and between Bionomics

Limited and Merck Sharp & Dohme Corp. (as amended), a change of control of the Company (as defined in such agreement), (3) in respect

of the Assignment and License Agreement, dated 24 October 2011, by and between Biogen Idec and Eclipse Therapeutics, Inc. (“Eclipse”),

a Qualified Transaction, or a sale, assignment or disposal of a Product (each as defined in such agreement), or (4) a change of control

of Eclipse under the Agreement and Plan of Merger by and among Eclipse, Bionomics Limited, Bionomics Acquisition Corporation, Bionomics,

Inc. and the Stockholder Representative dated 13 September 2012.

(f) The

Company has, at the time of Closing, all rights, resources and abilities necessary to comply in full with the CVR License Agreements,

and none of the CVR License Agreements will encumber, or otherwise grant any rights in respect of, any rights owned or controlled by Parent.

(g) In

the period of twelve (12) months ending on the date of this Agreement, (i) no counterparty to a Company Material Contract has ceased,

or indicated an intention to cease, conducting business with the Company either in whole or in part, and (ii) there has been no material

change to the terms of any Company Material Contract.

(h) The

Company has made available to Parent true, complete and accurate copies of each Company Material Contract, including all amendments thereto.

Section 4.16 Taxes.

Except as has not had, individually or in the aggregate, a Company Material Adverse Effect:

(a) All

Tax Returns required by Applicable Law to be filed with any Taxing Authority by the Company or any of its Subsidiaries have been filed

when due (giving effect to all extensions) in accordance with all Applicable Law, and all Tax Returns that have been filed with a Taxing

Authority are true, correct and complete in all respects.

(b) Each

of the Company and its Subsidiaries has paid (or has had paid on its behalf) all Taxes due and owing (whether or not shown on any Tax

Return), except for Taxes being contested in good faith pursuant to appropriate procedures for which an adequate reserve has been established

on the books and records of the Company or its applicable Subsidiary.

of the Company and its Subsidiaries has duly and timely withheld all Taxes required to be withheld, and such withheld Taxes have been

either duly and timely paid to the proper Taxing Authority or properly set aside in accounts for payment when due.

(d) There

is no audit, claim, action, suit, proceeding or other investigation pending or, to the Company’s knowledge, threatened in writing

against or with respect to the Company or any of its Subsidiaries in respect of income or other material Taxes, and there is no income

or other material Tax deficiency outstanding, proposed or assessed against the Company or any Subsidiary of the Company.

(e) Neither

the Company nor any of its Subsidiaries has waived any statute of limitations with respect to income or other material Taxes or agreed

to any extension of time with respect to an income or other material Tax assessment or deficiency, which waiver is still in effect, and

no power of attorney that has been granted by the Company or any Subsidiary of the Company with respect to an income or other material

Tax matter is currently in effect.

(f) During

the two (2)-year period ending on the date of this Agreement, the Company was not a “distributing corporation” or a “controlled

corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a transaction intended to qualify for tax-free treatment

under Section 355 of the Code.

(g) There

are no Liens for income or other material Taxes (other than Permitted Liens) on any of the assets of the Company or any of its Subsidiaries

and no circumstances as a result of which any such Liens would reasonably be expected to be imposed.

(h) Neither

the Company nor any of its Subsidiaries (i) has been a member of an affiliated, consolidated, combined or unitary group other than one

of which the Company was the common parent, (ii) is party to any agreement relating to the apportionment, sharing, assignment or allocation

of Taxes (other than (x) an agreement solely between or among the Company and/or one or more of its Subsidiaries or (y) ordinary course

commercial agreements that are not primarily related to Taxes), (iii) has entered into a closing agreement pursuant to Section 7121 of

the Code, or any similar provision of state, local or non-U.S. law or (iv) has any liability for the income or other material Taxes of

any Person (other than the Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of

state, local or non-U.S. law) or as a transferee, successor by Contract (other than (x) a Contract solely between or among the Company

and/or one or more of its Subsidiaries or (y) ordinary course commercial agreements that are not primarily related to Taxes) or otherwise.

(i) Neither

the Company nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction

from, taxable income for any taxable period ending after the Closing Date as a result of (1) any change in method of accounting occurring

prior to the Closing, (2) any installment sale or open transaction made prior to Closing, (3) any intercompany transaction or excess loss

account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, provincial, local or foreign

Applicable Law) entered into, arising or existing prior to the Closing, (4) any closing agreement pursuant to Section 7121 of the Code

(or any similar provision of state, local or non-U.S. Law) entered into prior to the Closing, or (5) any deferred revenue or prepaid amount

received or paid prior to the Closing outside of the ordinary course of business.

(j) Neither

the Company nor any of its Subsidiaries has engaged in any “listed transaction” within the meaning of Treasury Regulation

Section 1.6011-4(b)(2).

(k) No

jurisdiction in which the Company or any of its Subsidiaries does not file a Tax Return has asserted in writing a claim that has not been

resolved to the effect that the Company or such Subsidiary is subject to Taxes or required to file Tax Returns in such jurisdiction.

Section 4.17 Employees

and Employee Benefit Plans.

(a) Section

4.17(a) of the Company Disclosure Schedule sets forth a true and complete list as of the date of this Agreement of each material

Company Employee Plan and each Company Employee Plan that is subject to ERISA. For each material Company Employee Plan and each

Company Employee Plan that is subject to ERISA, the Company has made available to Parent a copy of such plan (or a description, if

such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if

applicable) (i) each trust, insurance or other funding arrangement, (ii) each summary plan description and summary of material

modifications, (iii) the most recently filed Internal Revenue Service Forms 5500, (iv) the most recent favorable determination or

opinion letter from the Internal Revenue Service, (v) the most recently prepared actuarial reports and financial statements in

connection with each such Company Employee Plan, and (vi) all non-routine documents and correspondence relating thereto received

from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the

past three (3) years.

(b) Neither

the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to

(or has any obligation to contribute to), or has, during the last six (6) years, sponsored, maintained, administered or contributed to

(or had any obligation to contribute to) (i) any plan subject to Title IV of ERISA, including any multiemployer plan as defined in Section

3(37) or 4001(a)(3) of ERISA, (ii) a multiple employer plan within the meaning of Section 413 of the Code or (iii) a multiple employer

welfare arrangement within the meaning of Section 3(40) of ERISA.

as has not had, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Plan that is intended to be

qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service

or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not

expired and, to the knowledge of the Company, no circumstances exist that would reasonably be expected to result in any such letter being

revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal

Revenue Service audit or investigation. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, each

trust created under any such Company Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its

creation.

(d) Except

as has not had, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Employee Plan has been maintained

in compliance with its terms and all Applicable Law, including ERISA and the Code, and (ii) each Company Employee Plan is fully funded

in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. Except as has not had,

individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit,

investigation or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against

or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service,

the Department of Labor or the PBGC.

(e) Except

as provided under this Agreement or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former

director, officer, or employee) of the Company or any of its Subsidiaries, the consummation of the transactions contemplated by this

Agreement will not, either alone or together with any other event: (i) entitle any such individual to any payment or benefit, including

any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger

any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger

any other obligation under, any Company Employee Plan, (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries

or, after the Closing, Parent to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any “excess

parachute payment” (as defined in Section 280G(b)(1) of the Code).

(f) Neither

the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises,

any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured)

to any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries

(other than coverage mandated by Applicable Law).

(g) Neither

the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred

by such Person under Section 409A or 4999 of the Code.

(h) With

respect to any Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed

outside of the United States (a “Non-U.S. Plan”), except as has not had, individually or in the aggregate, a Company

Material Adverse Effect: (i) if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved

to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval

has been revoked (nor, to the knowledge of the Company, has revocation been threatened) and no event has occurred since the date of the

most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto;

(ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon

reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of the Company or

any of its Subsidiaries by reason of such Non-U.S. Plan; and (iv) the financial statements of such Non-U.S. Plan (if any) accurately reflect

such Non-U.S. Plan’s liabilities.

Section 4.18 Labor Matters.

(a) Except

as has not had, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries are, and since the

Lookback Date have been, in material compliance with all Applicable Laws relating to labor and employment matters, including those relating

to labor management relations, wages, hours, overtime, employee classification, discrimination, sexual harassment, civil rights, affirmative

action, work authorization, immigration, safety and health, workers compensation, continuation coverage under group health plans, wage

payment and the payment and withholding of Taxes.

(b) To

the Company’s knowledge, in the last three (3) years, (i) no material allegations of sexual harassment have been made against any

officer of the Company or any of its Subsidiaries, and (ii) the Company and its Subsidiaries have not entered into any settlement agreements

related to allegations of sexual harassment or misconduct by an officer of the Company or any of its Subsidiaries.

Section 4.19 Intellectual

Property.

(a) Schedule

4.19(a) of the Company Disclosure Schedule sets out a true, complete and accurate list of (i) all material unregistered Company Intellectual

Property, and (ii) all Registered Intellectual Property that is Company Intellectual Property as of the date of this Agreement (the “Company

Registered IP”) which list specifies as to each such item the owner(s) (including any joint or co-owner(s)) thereof and, if

different, the record owner(s) thereof and, in respect of the Company Registered IP: (A) the jurisdiction where such Company Registered

IP is registered or has been granted or has issued or has been applied for, and, in the case of any domain name, the registrar through

which such domain name has been registered; (B) all application, serial, registration, issuance and grant numbers; (C) all application,

registration, issuance and grant dates; and (D) all filing, fee, maintenance and other deadlines pertaining thereto that are due or otherwise

will occur within one (1) year of the date of this Agreement.

(b) Except

as has not had, individually or in the aggregate, a Company Material Adverse Effect, (i) each item of Company Registered IP is legally,

beneficially and solely owned by the Company or one of its Subsidiaries, free and clear of all Liens (other than Permitted Liens), (ii)

no Registered Intellectual Property owned by the Company or any of its Subsidiaries has lapsed, expired, or been abandoned (including

as a result of failure to pay the necessary renewal or maintenance fees) prior to the end of the applicable term of such Registered Intellectual

Property, except where the Company has made a reasonable business decision to not maintain such Registered Intellectual Property, (iii)

none of the Company Registered IP that has issued or become registered has subsequently been adjudged invalid or unenforceable, and (iv)

all Company Registered IP is subsisting, and not invalid or unenforceable. There is no interference, nullification, reissue, reexamination,

derivation, opposition, cancellation, post-grant review or similar proceeding pending or, to the knowledge of the Company, threatened

against the Company or any of its Subsidiaries challenging or contesting the ownership, validity, scope or enforceability of any Company

Registered IP. To the Company’s knowledge, there are no factors that would cause any currently pending or submitted applications

for registration of any Company Intellectual Property to be unacceptable to any body to which the application is being made.

fees due to, and all documents, powers and other filings required to be filed with, a Governmental Authority (or in the case of any domain

name, the applicable domain name provider) associated with filing, prosecuting, obtaining grant of, perfecting, recording, registering,

maintaining or enforcing any item of Company Registered IP have been paid in full or filed (as applicable) in a timely manner to the proper

Governmental Authority (or in the case of a domain name, the applicable domain name provider).

(d) Except

as has not had, individually or in the aggregate, a Company Material Adverse Effect, the Company Intellectual Property and the Company

Licensed Intellectual Property constitute all of the Intellectual Property Rights necessary to (i) develop, manufacture or sell each Company

Product as researched, tested, developed, commercialized, manufactured, sold or distributed by the Company and its Subsidiaries as of

the date of this Agreement, and (ii) operate and conduct the business of the Company as it is currently operated and conducted (including

the exploitation of the Company Intellectual Property) and as the business is contemplated to be operated and conducted. The Company Licensed

Intellectual Property has been validly licensed to the Company pursuant to the applicable Contract.

(e) All

Company Intellectual Property will be owned by or licensed to the Company immediately after Closing under the same terms and conditions

under which the Company owned, licensed, or sublicensed such Intellectual Property immediately prior to the Closing and will be free of

any encumbrances.The execution and delivery of this Agreement will not conflict with, alter or impair the Company’s rights in, to

and under the Company Intellectual Property or the right to use, ownership, validity or enforceability of the Company Intellectual Property.

(f) None

of the Company Intellectual Property is subject to any Order, claim, action, proceeding, suit or, to the knowledge of the Company, investigation

pending or, to the knowledge of the Company, threatened, naming the Company or any of its Subsidiaries and adversely affecting the use

thereof or rights thereto by or of the Company or any of its Subsidiaries. The operation of the business of the Company or any of its

Subsidiaries does not infringe or misappropriate and has not infringed, or misappropriated, any Intellectual Property Rights of any Third

Party, and as of the date of this Agreement, no Third Party has infringed, misappropriated or otherwise violated any Company Intellectual

Property or any Intellectual Property Rights exclusively licensed to the Company or any of its Subsidiaries. The Company has not given

any indemnification, release or covenant to any Third Party against infringement, misappropriation of, or other violation of rights to,

any Intellectual Property.

(g) To

the Company’s Knowledge, no Person has engaged in any unauthorized use of, or has infringed, misappropriated or otherwise violated

any Company Intellectual Property. The Company has not filed or threatened any claims alleging that any Person has engaged in any unauthorized

use of, or has infringed, misappropriated or otherwise violated any of the Company Intellectual Property.

(h) The

Company has not sought or received any written opinion of patent counsel that concerns infringement, patentability, validity or enforceability

of any Third Party’s Patent.

(i) Except

as has not had, individually or in the aggregate, a Company Material Adverse Effect (as defined below in this Section 4.19(i)),

neither the Company nor any of its Subsidiaries is party to any Contracts which, solely as a result of the consummation of the transactions

contemplated by this Agreement, would grant to any Third Party any right to any Intellectual Property Rights (other than Company Intellectual

Property) owned by, or licensed to, Parent or any of its Affiliates. Solely for purposes of determining satisfaction of the conditions

set forth in Section 8.02(b) with respect to this Section 4.19(i), “Company

Material Adverse Effect” shall take into account any consequences to Parent or any of its Affiliates.

(j) The

Company and its Subsidiaries have obtained from all current or former employees, officers, consultants and contractors who have created

or developed Intellectual Property Rights for or on behalf of the Company or any of its Subsidiaries, valid assignments of such parties’

rights in such Intellectual Property Rights to the Company or one of its Subsidiaries, to the extent permitted by Applicable Law, or the

Company and its Subsidiaries otherwise own such Intellectual Property Rights by operation of law.

(k) Except

for any fees payable to a Governmental Authority to obtain grant of, obtain registration of or maintain any of the Company Registered

IP, no payment by the Company of any kind is required to be made to any Person with respect to the use or practice of any Intellectual

Property. No Governmental Authority or academic institution has any right to, ownership of, or right to royalties for, any Company Intellectual

Property.

(l) No

Company Intellectual Property has been developed or otherwise obtained, in whole or in part, through the use of funding or other resources

of any Governmental Authority or academic institution and the Company has not used any funding or other resources of any Governmental

Authority or academic institution in connection with the development of any Company Product.

(m) All

collection, acquisition, use, storage, transfer (including any cross-border transfers), distribution, dissemination or other Processing

by or on behalf of the Company or any of its Subsidiaries of Sensitive Data has, at all times since the Lookback Date, been in material

compliance with all applicable Privacy Legal Requirements and Privacy Commitments. Neither the Company nor any of its Subsidiaries has

received any written (or, to the knowledge of the Company, oral) notice alleging any material violation by the Company or any of its

Subsidiaries of any Privacy Legal Requirement or Privacy Commitments, nor, to the knowledge of the Company, has the Company or any of

its Subsidiaries been threatened to be charged with any such violation by any Governmental Authority. To the knowledge of the Company,

neither the Company nor any of its Subsidiaries has been or is currently: (a) under audit or investigation by any Governmental Authority,

or (b) subject to any third-party notification, claim, demand, audit or Action in relation to Sensitive Data. Neither the Company nor

any of its Subsidiaries has received any written (or, to the knowledge of the Company, oral) complaint by any Person with respect to

the collection, acquisition, use, storage, transfer (including any cross-border transfers), distribution, dissemination or other processing

of Sensitive Data by the Company or any of its Subsidiaries. At all times since the Lookback Date, the Company and its Subsidiaries have

maintained commercially reasonable written policies and procedures and technical, organizational, administrative, and physical measures

and other safeguards adequate to protect Sensitive Data (including, against any unauthorized, accidental or unlawful use, access, disclosure

or other Processing), Trade Secrets and Company IT Systems, and (ii) there has been no material unauthorized, accidental or unlawful

use, access, disclosure, Processing or other compromises, of Sensitive Data, Trade Secrets or Company IT Systems.

(n) No

circumstance has arisen in which Privacy Legal Requirements or Privacy Commitments would require or have required the Company or any of

its Subsidiaries to notify a Person or Governmental Authority of a data security breach, security incident or other compromise of Sensitive

Data or Company IT Systems.

(o) Since

the Lookback Date, there have been no material disruptions, viruses, or failures in any Company IT Systems that adversely affected the

operations of the business of the Company or any of its Subsidiaries. The Company IT Systems are in reasonably good working condition,

free of any material security vulnerabilities, and are reasonably sufficient for the operation of the business of the Company and its

Subsidiaries as currently conducted and as reasonably anticipated to be conducted immediately after the Closing.

(p) At

all times since the Lookback Date, the Company and its Subsidiaries have had sufficient rights and authority to Process Sensitive Data

and as contemplated to be conducted after the Closing. Neither the Company nor its Subsidiaries’ consummation of, including transfer

of Personal Data in connection with, the transactions contemplated by this Agreement (including the Merger), nor the Company or its Subsidiaries’

performance of the Agreement, nor Parent, Merger Sub or Surviving Corporation’s Processing of Sensitive Data after Closing in a

manner substantially similar to that of the Company and its Subsidiaries immediately prior to Closing will violate, in any material respect,

any applicable Privacy Legal Requirements or Privacy Commitments.

(q) None

of the Company or any Subsidiary (i) collects or maintains “bulk U.S. sensitive personal data” or “government-related

data;” (ii) is a “covered person;” and (iii) allows for “access” to any “bulk U.S. sensitive personal

data” or “government-related data” by any “covered person” (in the case of each of (i) through (iii), as

such terms are defined by the final rule promulgated by the U.S. Department of Justice titled “Access to U.S. Sensitive Personal

Data and Government-Related Data by Countries of Concern or Covered Persons,” 90 Fed. Reg. 1636 (Jan. 8, 2025) codified at 28 C.F.R.

§ 202, including any amendments thereto and guidance issued thereunder).

Section 4.20 Properties.

Neither the Company nor its Subsidiaries own, or ever have owned, any real property. Section 4.20 of the Company Disclosure Schedule

sets forth a true and complete list of each material lease, sublease or license under which the Company or any of its Subsidiaries leases,

subleases or licenses any material real property for the benefit of the Company or any of its Subsidiaries. The Company and each of its

Subsidiaries have valid leasehold interests in such real property, free and clear of all Liens, except for Permitted Liens. Except as

has not had, individually or in the aggregate, a Company Material Adverse Effect, (a) each such lease is, subject to the Bankruptcy and

Equity Exceptions, a valid and binding obligation of the Company or a Subsidiary of the Company (as the case may be) and in full force

and effect and enforceable in accordance with its terms against the Company or any of its Subsidiaries (as the case may be) and, to the

knowledge of the Company, each of the other parties thereto (except for such leases that are terminated after the date of this Agreement

in accordance with their respective terms, other than as a result of a default or breach by the Company or any of its Subsidiaries of

any of the provisions thereof), (b) neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any of the

other parties thereto has violated or committed or failed to perform any act which (with or without notice, lapse of time or both) would

constitute a default under any provision of any such lease, and (c) neither the Company nor any of its Subsidiaries has received written

notice that it has violated or defaulted under any such lease.

Section 4.21 Environmental

Matters. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect: (a) since the Lookback Date,

no notice, notification, demand, request for information, citation, summons or order has been received, no complaint has been filed, no

penalty has been assessed, and no Action is pending or, to the knowledge of the Company, threatened by any Governmental Authority or other

Person relating to the Company or any of its Subsidiaries that relates to, or arises under, any Environmental Law, Environmental Permit

or Hazardous Substance; and (b) the Company and its Subsidiaries are, and since the Lookback Date have been, in compliance with all Environmental

Laws and all Environmental Permits and hold all Environmental Permits required under any Environmental Law. The Company has no material

liability under any Environmental Law.

Section 4.22 FCPA; Anti-Corruption;

Sanctions.

(a) None

of the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any director, manager, employee, agent or representative

of the Company or any of its Subsidiaries, in each case acting on behalf of the Company or any of its Subsidiaries, has, in the last five

(5) years, in connection with the business of the Company or any of its Subsidiaries, taken any action in violation of the FCPA or other

applicable Bribery Legislation (in each case to the extent applicable).

(b) Neither

the Company nor any of its Subsidiaries nor to the knowledge of the Company, any director, manager or employee of the Company or any of

its Subsidiaries, is, or in the last five (5) years has been, subject to any actual or pending or, to the knowledge of the Company, threatened

civil, criminal, or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand

letters, settlements, or enforcement actions, or made any voluntary disclosures to any Governmental Authority, involving the Company or

any of its Subsidiaries relating to applicable Bribery Legislation, including the FCPA.

Company and each of its Subsidiaries make and keep, and in the last five (5) years have made and kept, books and records, accounts and

other records, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company

and each of its Subsidiaries as required by the FCPA.

(d) The

Company and each of its Subsidiaries have instituted policies and procedures reasonably designed to achieve compliance with the FCPA and

other applicable Bribery Legislation and maintain such policies and procedures in force.

(e) None

of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any of their respective directors, managers or employees

(i) is a Sanctioned Person, (ii) has, since April 24, 2019 (the “Relevant Time Period”), engaged in direct or indirect

dealings with any Sanctioned Person or in any Sanctioned Country on behalf of the Company or any of its Subsidiaries in violation of applicable

Sanctions Law or (iii) has, in the Relevant Time Period, violated, or engaged in any unlawful conduct under, any Sanctions Law, nor to

the knowledge of the Company, been the subject of an investigation or allegation of such a violation or unlawful conduct.

Section 4.23 Outward

Investment Security Program (OISP).

(a) The

Company either is (i) not a “person of a country of concern;” or (ii) not engaged in any “covered activity,”

as these terms are defined in 31 C.F.R. Part 850, as implemented or revised from time to time (the “Outbound Investment Security

Program”).

(b) The

Company has no intention of becoming a “person of a country of concern” that engages in any “covered activity.”

Company is not, and does not intend to become, a person that directly or indirectly holds a board seat or a voting or equity interest

in, or any contractual power to direct or cause the direction of the management or policies of, any “covered foreign person”

as defined in the Outbound Investment Security Program.

Section 4.24 CFIUS.

The Company does not engage in the design, fabrication, development, testing, production or manufacture of one or more “critical

technologies” within the meaning of Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations

thereof.

Section 4.25 Insurance.

Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries maintain

insurance coverage with reputable insurers in such amounts and covering such risks as the Company reasonably believes, based on past experience

(taking into account what is customary and adequate for companies of similar size in the industries and locations in which the Company

operates), is adequate for the businesses and operations of the Company and its Subsidiaries. Section 4.25 of the Company Disclosure

Schedule sets forth, as of the date hereof, a true and complete list of all material insurance policies issued in favor of the Company

or any of its Subsidiaries, or pursuant to which the Company or any of its Subsidiaries is a named insured or otherwise a beneficiary,

as well as any historic incurrence-based policies still in force. Such policies are in full force and effect and all premiums due thereon

have been paid, and neither the Company nor any of its Subsidiaries is in breach or default of any such policy. No notice of cancellation

or termination has been received with respect to any such policy, nor will any such cancellation or termination result from the consummation

of the transactions contemplated hereby. Neither the Company nor any of its Subsidiaries has made any claims on existing insurance policies.

Section 4.26 Transactions

with Affiliates. To the knowledge of the Company, since the Lookback Date, there have been no transactions, or series of related transactions,

agreements, arrangements or understandings in effect, nor are there any currently proposed transactions, or series of related transactions,

agreements, arrangements or understandings, that would be required to be disclosed under Item 404(a) of Regulation S-K that have not been

otherwise disclosed in the Company SEC Documents.

Section 4.27 Antitakeover

Statutes. The Board of Directors of the Company has taken all actions so that the restrictions set forth in Section 203 of the DGCL

or any other Takeover Laws will not apply to the execution, delivery or performance of this Agreement, the Merger, the Company Voting

Agreement, the Parent Voting Agreement or any of the transactions contemplated hereby. Other than as set forth in Section 4.27 of the

Company Disclosure Schedule, there is no stockholder rights plan, “poison pill,” antitakeover plan or other similar agreement

or plan in effect to which the Company is a party or is otherwise bound.

Section 4.28 Opinion

of Financial Advisor. Newbridge Securities Corporation has delivered to the Board of Directors of the Company its oral opinion, to

be confirmed by delivery of a written opinion, to the effect that, as of the date of such opinion and based on and subject to the various

assumptions, limitations, qualifications and other matters set forth therein, the Equity Consideration provided for in the Merger is fair,

from a financial point of view, to the holders of Company Common Stock. A written copy of such opinion shall be delivered within two (2)

Business Days to Parent after the date of this Agreement for informational purposes only.

Section 4.29 Finders’

Fees. Except for H.C. Wainwright & Co., LLC and WG Partners, there is no investment banker, broker, finder or other intermediary

that has been retained by or is authorized to act on behalf of the Company or any of its Subsidiaries who might be entitled to any finders

or similar fee or commission from the Company or any of its Affiliates in connection with the transactions contemplated by this Agreement.

Section 4.30 No Other

Representations and Warranties. Except for the representations and warranties made by the Company in this Article IV (as qualified

by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 10.05 and the introduction to this

Article IV) and in the certificate to be delivered by the Company pursuant to Section 8.02(c), neither the Company nor any

other Person makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf

of the Company or any of its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations,

future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions

underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the

Company or any of its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data

rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with,

this Agreement or the transactions contemplated hereby. The Company and its Subsidiaries disclaim any other representations or warranties,

whether made by the Company or any of its Subsidiaries or any of their respective Affiliates or Representatives. The Company acknowledges

and agrees that, except for the representations and warranties made by Parent in Article V (as qualified by the applicable items

disclosed in the Parent Disclosure Schedule in accordance with Section 10.05 and the introduction to Article V) and the

certificate to be delivered by Parent pursuant to Section 8.03(d), neither Parent nor any other Person is making or has made any

representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or any of its Subsidiaries,

their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results,

estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections,

forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or any of its Subsidiaries or any other

matter furnished or provided to Parent or made available to the Company in any “data rooms,” “virtual data rooms,”

management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated

hereby or thereby. The Company specifically disclaims that it is relying on or has relied on any such other representations or warranties

that may have been made by any Person, and acknowledges and agrees that Parent and its Affiliates have specifically disclaimed and do

hereby specifically disclaim any such other representations and warranties. Notwithstanding anything to the contrary, the foregoing acknowledgment

and agreement shall not limit, in any way, the representations or warranties made by the Company in this Article IV or the rights

of Parent and Merger Sub in the event of actual and intentional fraud.

Article

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Subject to Section 10.05,

except (a) as disclosed in any Parent Public Document filed or furnished and publicly available since January 1, 2026 and prior to the

date that was one (1) Business Day prior to the date of this Agreement (only to the extent that the relevance of any disclosure in such

Parent Public Document is reasonably apparent as to matters which are a subject of such representation or warranty, and other than any

matters required to be disclosed for purposes of Section 5.02 (“Corporate Authorization”) or Section 5.05

(“Capitalization”), which matters shall only be disclosed by specific disclosure in the respective corresponding section

of the Parent Disclosure Schedule) or (b) as set forth in the Parent Disclosure Schedule, Parent and Merger Sub jointly and severally

represent and warrant to the Company that:

Section 5.01 Corporate

Existence and Power. Parent is a public limited company duly incorporated and validly existing under the laws of England and Wales,

and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Each

of Parent and Merger Sub has all requisite corporate power and authority required to own or lease all of its properties or assets and

to carry on its business as now conducted, except where the failure to have such power or authority would not reasonably be expected to,

individually or in the aggregate, (a) have a Parent Material Adverse Effect or (b) prevent, materially delay or materially impair the

ability of Parent or Merger Sub to perform its obligations under this Agreement or to consummate the Merger. Each of Parent and Merger

Sub is duly qualified to do business in each jurisdiction where such qualification is necessary, except for those jurisdictions where

failure to be so qualified has not had, individually or in the aggregate, a Parent Material Adverse Effect. Parent indirectly owns all

of the outstanding shares of capital stock of Merger Sub. Merger Sub has not, since the date of its incorporation, engaged in any activities

other than (i) in connection with the preparation, negotiation and execution of this Agreement or the consummation of the transactions

contemplated hereby or as expressly contemplated by this Agreement or (ii) those incident or related to its incorporation. Prior to the

date of this Agreement, Parent has made available to the Company true and complete copies of the memorandum and articles of association

of Parent (the “Parent Organizational Documents”).

Section 5.02 Corporate

Authorization.

(a) The

execution, delivery and performance by Parent and Merger Sub of this Agreement, the CVR Agreement and the consummation by Parent and Merger

Sub of the transactions contemplated by this Agreement are within the corporate powers and authority of Parent and Merger Sub and, except

for the Parent Shareholder Approval and the adoption of this Agreement by the sole stockholder of Merger Sub, have been duly authorized

by all necessary corporate action on the part of the shareholders of Parent and the stockholder of Merger Sub. The affirmative vote of

at least seventy five percent (75%) of the votes cast in person or by proxy, in the case of the Parent Shareholder Approval by the holders

of outstanding Parent Ordinary Shares at a duly convened and held meeting of Parent’s shareholders at which a quorum is present

approving the resolution granting the Parent Shareholder Approval is the only vote of Parent’s shareholders necessary in connection

with the consummation of the Merger. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and (assuming

due authorization, execution and delivery by the Company) constitutes, and at the Closing the CVR Agreement will constitute in relation

to Parent, a valid, legal and binding agreement of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance

with its terms (subject to the Bankruptcy and Equity Exceptions).

(b) At

a meeting duly convened and held, the Board of Directors of Parent unanimously resolved (i) that this Agreement, the CVR Agreement and

the Merger would be most likely to promote the success of Parent for the benefit of its shareholders as a whole, (ii) that the Parent

Shareholder Approval be put to Parent’s shareholders at a meeting of Parent’s shareholders, and (iii) to recommend that Parent’s

shareholders vote in favor of the Parent Shareholder Approval (such recommendation, the “Parent Board Recommendation”).

Board of Directors of Merger Sub has unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated

hereby (including the Merger) are fair to and in the best interests of Merger Sub and its stockholder, (ii) approving, adopting and declaring

advisable this Agreement and the transactions contemplated hereby (including the Merger), (iii) directing that the approval and adoption

of this Agreement be submitted to a vote of its stockholder, and (iv) recommending approval and adoption of this Agreement by its stockholder.

Section 5.03 Governmental

Authorization. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement, the CVR Agreement and

the consummation by each of Parent and Merger Sub of the transactions contemplated hereby require no action by or in respect of, Consents

of, or Filings with, any Governmental Authority other than (a) the filing of the Certificate of Merger with the Delaware Secretary of

State and appropriate documents with the relevant authorities of other states in which Parent or Merger Sub is qualified to do business,

(b) compliance with and Filings under any applicable Foreign Antitrust Laws, (c) compliance with any applicable requirements of the 1933

Act, the 1934 Act and any other applicable U.S. state or federal securities laws or pursuant to the CA 2006, the DTRs, the MAR, the FSMA,

the U.K. Takeover Code or the rules of Nasdaq or the AIM Rules and (d) any other actions, Consents or

Filings the absence of which (i) has not had, individually or in the aggregate, a Parent Material Adverse Effect or (ii) individually

or in the aggregate, would not reasonably be expected to prevent, materially delay or materially impair the ability of Parent or Merger

Sub to perform its obligations under this Agreement or to consummate the Merger.

Section 5.04 Non-contravention.

Assuming compliance with the matters referred to in Section 5.03 and receipt of the Parent Shareholder Approval, the execution,

delivery and performance by each of Parent and Merger Sub of this Agreement and the CVR Agreement and the consummation of the transactions

contemplated hereby do not and will not (a) contravene, conflict with, or result in any violation or breach of any provision of the Parent

Organizational Documents or the certificate of incorporation or bylaws of Merger Sub, (b) contravene, conflict with or result in any violation

or breach of any provision of any Applicable Law, (c) require any Consent or other action by any Person under, constitute a default, or

an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit the termination,

cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries

is entitled under, any provision of any Contract binding on Parent or any of its Subsidiaries, or (d) result in the creation or imposition

of any Lien on any asset of Parent or any of its Subsidiaries, except, in the case of each of clauses (b) through (d), as (i) has not

had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect or (ii) individually

or in the aggregate, would not reasonably be expected to prevent, materially delay or materially impair the ability of Parent or Merger

Sub to perform its obligations under this Agreement or to consummate the Merger.

Section 5.05 Capitalization.

(a) As

of the close of business on July 21, 2026, there were issued (A) 1,037,781,403 Parent Ordinary Shares, (B) convertible notes exercisable

with respect to an aggregate of 159,865,150 Parent Ordinary Shares (“Parent Convertible Loan Notes”), and (C) options

to purchase Parent Ordinary Shares (“Parent Share Options”) with respect to an aggregate of 98,009,604 Parent Ordinary

Shares]. When issued and delivered in accordance with the terms of this Agreement, the Parent ADSs issued as part of the Merger Consideration

will have been validly issued in accordance with the terms of, and will entitle the holders thereof to the rights specified in, the Deposit

Agreement and will be fully paid and nonassessable and the issuance thereof will be free of preemptive rights. Subject to the Parent Shareholder

Approval being obtained, Parent will have authority to issue the Parent Ordinary Shares represented by such Parent ADSs and, when issued

and delivered in accordance with the terms of this Agreement, such Parent Ordinary Shares will have been validly issued and will be fully

paid and the issuance thereof will be free of preemptive rights. Except as set forth in this Section 5.05(a), as of the close of

business on July 21, 2026, there are no issued, reserved for issuance or outstanding Equity Securities of Parent.

(b) All

of the issued and outstanding share capital or other Equity Securities of Parent have been, and all share capital of Parent that may

be issued pursuant to any employee stock option or other compensation plan or arrangement, Parent Convertible Loan Notes or other convertible

Equity Securities will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued, fully paid

and nonassessable (where such concept is applicable under Applicable Law) and free of preemptive rights. No Subsidiary of Parent owns

any share capital of Parent (other than any such shares owned by Subsidiaries of Parent in a fiduciary, representative or other capacity

on behalf of other Persons, whether or not held in a separate account). Except as set forth in Section 5.05(b) of the Parent Disclosure

Schedule, there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible

into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent have the right to vote.

There are no outstanding obligations of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Equity Securities

of Parent. Other than the Parent Voting Agreement and pursuant to the Concurrent Financing, neither Parent nor any of its Subsidiaries

is a party to any agreement with respect to the holding, voting, registration, redemption, repurchase or disposition, or that restricts

the transfer, of any Equity Securities of Parent or any of its Subsidiaries.

Section 5.06 Subsidiaries.

(a) Section

5.06 of the Parent Disclosure Schedule sets forth a true and complete list of each Subsidiary of Parent, including its jurisdiction of

incorporation or formation. Each Subsidiary of Parent is a corporation or other entity duly incorporated or organized, validly existing

and in good standing (except to the extent such concept is not applicable under Applicable Law of such Subsidiary’s jurisdiction

of incorporation, formation or organization, as applicable) under the laws of its jurisdiction of incorporation, formation or organization

and has all corporate or other organizational powers and authority, as applicable, required to own, lease and operate its properties and

assets and to carry on its business as now conducted, except for those jurisdictions where failure to be so duly incorporated or organized,

validly existing and in good standing or to have such power or authority has not had, individually or in the aggregate, a Parent Material

Adverse Effect. Each such Subsidiary is duly qualified to do business in each jurisdiction where such qualification is necessary, except

for those jurisdictions where failure to be so qualified or in good standing has not had, individually or in the aggregate, a Parent Material

Adverse Effect.

(b) All

of the issued and outstanding capital stock or other Equity Securities of each Subsidiary of Parent have been validly issued and are fully

paid and nonassessable (except to the extent such concepts are not applicable under Applicable Law of such Subsidiary’s jurisdiction

of incorporation, formation or organization, as applicable) and are owned by Parent, directly or indirectly, free and clear of any Lien

(other than any restrictions imposed by Applicable Law) and free of preemptive rights, rights of first refusal, subscription rights or

similar rights of any Person and transfer restrictions (other than transfer restrictions under Applicable Law or under the organizational

documents of such Subsidiary). There are no outstanding obligations of Parent or any of its Subsidiaries to repurchase, redeem or otherwise

acquire any Equity Securities of any Subsidiary of Parent. Except for the capital stock or other Equity Securities of its Subsidiaries

and publicly traded securities held for investment that do not exceed five percent (5%) of the outstanding securities of any entity, Parent

does not own, directly or indirectly, any capital stock or other Equity Securities of, or any membership, partnership, joint venture or

other equity or voting interest in, any Person.

Section 5.07 Regulatory

Filings.

(a) Since

the Lookback Date, Parent has (i) timely notified all annual accounts, half-yearly reports and notifications required to be notified

in accordance with the AIM Rules (the “Parent Public Documents”) and (ii) complied in all material respects with its

disclosure obligations under the AIM Rules and Article 17 of the MAR. As of the date hereof, none of Parent or any Subsidiary of Parent

is required to file, furnish or submit any report, schedule, form, statement, prospectus, registration statement or other document with

the SEC.

(b) As

of its filing or publication date (or, if amended or superseded by a filing or publication prior to the date of this Agreement, on the

date of such amended or superseding filing or publication), the Parent Public Documents filed, published or furnished prior to the date

of this Agreement complied in all material respects with the applicable requirements of the AIM Rules, MAR, FSMA and the CA 2006.

statement of fact contained in a Parent Public Document notified prior to the date of this Agreement was as at its notification date (or,

if amended or superseded by a notification prior to the date of this Agreement, on the date of such amended or superseding notification),

and each Parent Public Document notified on or subsequent to entry into this Agreement (assuming, in the case of each of the Parent Announcement

and the Parent Circular and any other notification containing information with respect to the Company and/or its Subsidiaries referred

to in Section 7.02(f)), the Company’s compliance with Section 7.02(f) will be, true and accurate in all material respects

and not misleading (whether by omission or otherwise) and each statement of opinion, belief, intention or expectation therein is (or will

when notified be) given in good faith after due and careful consideration and enquiry of the relevant circumstances, based on reasonable

assumptions and capable of being properly supported.

(d) Since

the Lookback Date, there have been no formal internal investigations regarding financial reporting or accounting policies and practices

discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer (or other principal

financial and accounting officer), or general counsel of Parent, the Board of Directors of Parent or any committee thereof, other than

ordinary course audits or reviews of accounting policies and practices or internal controls required by Applicable Law.

(e) Except

as has not had, individually or in the aggregate, a Parent Material Adverse Effect, Parent is, and since the Lookback Date has been, in

compliance with (A) the CA 2006 and (B) the applicable AIM Rules.

(f) Parent

and its Subsidiaries currently maintain a system of internal controls designed to provide reasonable assurance regarding the reliability

of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with

IFRS, and Parent’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation

of such internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors

of Parent (i) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably

likely to adversely affect Parent’s or any of its Subsidiaries’ ability to record, process, summarize and report financial

information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal

controls. A true, correct and complete summary of any such disclosures made by management to Parent’s auditors and audit committee

is set forth as Section 5.07(f) of the Parent Disclosure Schedule.

Section 5.08 Financial

Statements and Financial Matters.

(a) The

audited consolidated financial statements and unaudited consolidated interim financial statements of Parent included or incorporated

by reference in the Parent Public Documents (or, if any such Parent Public Document is amended or superseded by a filing prior to

the date of this Agreement, such amended or superseding Parent Public Document) (i) present fairly in all material respects, in

conformity with IFRS applied on a consistent basis during the periods presented (except as may be indicated in the notes thereto),

the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their consolidated results of

operations and cash flows for the periods then ended (subject, in each case, to normal and recurring year-end audit adjustments in

the case of any unaudited interim financial statements), (ii) comply as to form in all material respects with applicable accounting

requirements and Applicable Law with respect thereto and (iii) have been prepared in a manner consistent with the books and records

of Parent and its Subsidiaries, which are maintained in all material respects in accordance with IFRS (to the extent applicable) and

any other applicable legal and accounting requirements and are true and complete in all material respects.

(b) Since

the Lookback Date, Parent has not made any change in the accounting practices or policies applied in the preparation of its financial

statements, except as required by IFRS, policy or Applicable Law.

the Lookback Date, Parent has not received written notice from the FRC, Companies House or any other Governmental Authority indicating

that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC,

the FRC, Companies House or any other Governmental Authority.

Section 5.09 Absence

of Certain Changes. Since the Parent Balance Sheet Date through the date of this Agreement, (a) except as related to this Agreement

and the transactions contemplated hereby, the business of Parent and its Subsidiaries has been conducted in all material respects in the

ordinary course of business consistent with past practice, and (b) there has not been any Parent Material Adverse Effect.

Section 5.10 No Undisclosed

Liabilities. There are no liabilities or obligations of Parent or any of its Subsidiaries of any kind whatsoever, whether accrued,

contingent, absolute, determined, determinable or otherwise, whether or not required by IFRS to be reflected on the consolidated balance

sheet of Parent and its Subsidiaries, other than (a) liabilities or obligations disclosed or provided for in the Parent Balance Sheet

or in the notes thereto, (b) liabilities or obligations incurred in the ordinary course of business consistent with past practice since

the Parent Balance Sheet Date that are not material to Parent and its Subsidiaries, taken as a whole, or (c) liabilities arising in connection

with the transactions contemplated hereby or in connection with obligations under Contracts binding on Parent or any of its Subsidiaries

(except to the extent such liabilities arose or resulted from a breach or a default of such Contract). There are no “off-balance

sheet” arrangements of any type pursuant to any “off-balance sheet” arrangement required to be disclosed pursuant to

Applicable Laws that have not been so described in the Parent Public Documents.

Section 5.11 Litigation.

There is no Action pending (or, to the knowledge of Parent, threatened) against or affecting Parent or any of its Subsidiaries, any present

or, to the knowledge of Parent, former officers, directors or employees of Parent or any of its Subsidiaries in their respective capacities

as such, or any of the respective properties or assets of Parent or any of its Subsidiaries, before (or, in the case of threatened claims,

actions, suits, investigations or proceedings, that would be before) any Governmental Authority, (a) that has had, individually or in

the aggregate, a Parent Material Adverse Effect or (b) that, individually or in the aggregate, would reasonably be expected to prevent,

materially delay or materially impair the ability of Parent or Merger Sub to perform its obligations under this Agreement or to consummate

the Merger. There is no Order outstanding (or, to the knowledge of Parent, threatened) against or affecting Parent, any of its Subsidiaries,

any present or, to the knowledge of Parent, former officers, directors or employees of Parent or any of its Subsidiaries in their respective

capacities as such, or any of the respective properties or assets of any of Parent or any of its Subsidiaries that (i) has had, individually

or in the aggregate, a Parent Material Adverse Effect or (ii) individually or in the aggregate, would reasonably be expected to prevent,

materially delay or materially impair the ability of Parent or Merger Sub to perform its obligations under this Agreement or to consummate

the Merger.

Section 5.12 Permits.

Except as has not had, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries hold all

material governmental licenses and Consents necessary for the operation of their respective businesses (the “Parent Permits”).

Parent and each of its Subsidiaries are, and since the Lookback Date have been, in compliance in all material respects with the terms

of the Parent Permits. There is no Action pending or, to the knowledge of Parent, threatened that seeks the revocation, cancellation,

termination, non-renewal or adverse modification of any Parent Permit, nor would any such revocation, cancellation, termination, non-renewal

or adverse modification result from the consummation of the transactions contemplated hereby.

Section 5.13 Compliance

with Laws. Parent and each of its Subsidiaries are, and since the Lookback Date have been, in compliance in all material respects

with all Applicable Laws. Neither Parent nor any of its Subsidiaries has received, since the Lookback Date, a notice or other written

communication alleging or relating to a possible material violation of any Applicable Law.

Section 5.14 Regulatory

Matters.

(a) Except

as set forth on Section 5.14(a) of the Parent Disclosure Schedule, (i) each of Parent and its Subsidiaries is in material compliance and

since the Lookback Date has been in material compliance with all Health Care Laws applicable to it and (ii) to the knowledge of Parent,

none of Parent or any of its Subsidiaries has received any written communication or has been subject to any Action (other than routine

inspections) since the Lookback Date from a Governmental Authority that alleges that it is not in compliance with any Health Care Law,

except in the case of the immediately foregoing clauses (i) and (ii) where any noncompliance has not had, individually or in the aggregate,

a Parent Material Adverse Effect. Except as set forth on Section 5.14(a) of the Parent Disclosure Schedule, (i) none of Parent or any

of its Subsidiaries is party to and has any ongoing obligations pursuant to or under 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, and (ii) to the knowledge of Parent, none of Parent or any of its Subsidiaries, or any of their employees, officers

or directors, has been excluded, suspended or debarred from participation in any U.S. state or federal health care program or has been

convicted of any crime or is subject to any Action by any Governmental Authority or other similar action, or has engaged in any conduct,

that could reasonably be expected to result in debarment, suspension or exclusion.

(b) Each

of Parent and its Subsidiaries has, maintains and is operating in material compliance with all Health Care Permits, and all such Health

Care Permits are valid, subsisting and in full force and effect, except where the failure to have, maintain or operate in compliance with

the Health Care Permits has not had, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent and its Subsidiaries

has fulfilled and performed all of its material obligations with respect to the Health Care Permits, and to the knowledge of Parent, no

event has occurred which allows, or with notice or lapse of time or both, would allow revocation or termination thereof or results in

any other material impairment of the rights of the holder of any Health Care Permit, except where the failure to so fulfill or perform,

or the occurrence of such event, has not had, individually or in the aggregate, a Parent Material Adverse Effect. There is no Action pending

or threatened in writing that could result in the suspension, termination, revocation, cancellation, limitation or impairment of any such

Health Care Permit other than those that have not had, individually or in the aggregate, a Parent Material Adverse Effect.

as has not had, individually or in the aggregate, a Parent Material Adverse Effect, all applications, notifications, submissions, information,

claims, reports and statistics, and other data and conclusions derived therefrom, utilized as the basis for or submitted in connection

with any and all requests for a Health Care Permit relating to any of Parent and its Subsidiaries, its business and Parent Products, when

submitted to the FDA, DEA, EMA or other Governmental Authority were true, complete and correct as of the date of submission and any necessary

or required updates, changes, corrections or modification to such applications, notifications, submissions, information and data have

been submitted to the FDA, DEA, EMA or other Governmental Authority.

(d) Except

as has not had, individually or in the aggregate, a Parent Material Adverse Effect, since the Lookback Date, none of Parent or any of

its Subsidiaries has had any Parent Product or manufacturing site subject to a Governmental Authority (including FDA, DEA or EMA) shut

down or import or export prohibition, and has not received any FDA Form 483 or other Governmental Authority notice of inspectional observations,

“warning letters,” “untitled letters” or written requests or requirements to make changes to a product candidate,

or similar correspondence or written notice from the FDA, DEA, EMA or other Governmental Authority alleging or asserting noncompliance

with any applicable Health Care Law, Health Care Permit or such requests or requirements of a Governmental Authority.

(e) Except

as has not had, individually or in the aggregate, a Parent Material Adverse Effect, (i) the clinical, pre-clinical and other studies and

tests conducted by or on behalf of or sponsored by any of Parent and its Subsidiaries or in which any of Parent and its Subsidiaries,

or any of the Parent Products have participated were, and if still pending are, being conducted in accordance with standard medical and

scientific research procedures and all Applicable Laws, including, but not limited to, the Federal Food, Drug, and Cosmetic Act and its

applicable implementing regulations, and (ii) no investigational new drug application filed by or on behalf of any of Parent and its Subsidiaries

with the FDA has been terminated or suspended by the FDA, and neither the FDA nor any applicable foreign Governmental Authority has commenced,

or, to the knowledge of Parent, threatened to commence, any action to place a clinical hold order on, or otherwise terminate, delay or

suspend, any proposed or ongoing clinical investigation conducted or proposed to be conducted by or on behalf of any of Parent and its

Subsidiaries.

(f) None

of Parent or any of its Subsidiaries is the subject of any pending or, to the knowledge of Parent, threatened investigation in respect

of it or the Parent Products, by the FDA pursuant to its “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”

Final Policy set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto. Parent has provided the Company with accurate

and complete copies of all Health Care Permits and correspondence with any Governmental Authority related to all Parent Products.

Section 5.15 Material

Contracts.

(a) Section

5.15 of the Parent Disclosure Schedule sets forth a list of each of the following Contracts to which Parent or any of its Subsidiaries

is a party or by which it is bound (each such Contract listed or required to be so listed, and each of the following Contracts to which

Parent or any of its Subsidiaries becomes a party or by which it becomes bound after the date of this Agreement, a “Parent Material

Contract”):

(i) any

Contract (or series of related Contracts), including any manufacturing or supply agreement, but excluding any distribution agreement or

clinical regulatory agreement, (A) that requires by its terms or is reasonably likely to require the payment or delivery of cash or other

consideration by or to Parent or any of its Subsidiaries in an amount having an expected value in excess of $1,000,000 in a fiscal year

or (B) relating to capital expenditures or commitments in excess of $2,000,000 in the aggregate;

(ii) other

than pursuant to the Concurrent Financing, any Contract involving the acquisition or disposition, directly or indirectly (by merger or

otherwise) in the three (3) years preceding the date hereof, of assets or securities by or from any Person or any business, other than

acquisitions or dispositions of inventory in the ordinary course of business consistent with past practice, including any such Contract

that contains (or would contain, in the case of an option, right of first refusal or offer or similar rights) ongoing representations,

warranties, covenants, indemnities or other obligations (including “earn-out,” contingent value rights or other contingent

payment or value obligations) that would involve or may reasonably be expected to require the receipt or making of payments or the issuance

of any Equity Securities of Parent or any of its Subsidiaries;

(iii) any

Contract with a Governmental Authority, which results or has resulted in any material grant or loan or aid pursuant to a stimulus or government

grant program or otherwise from a Governmental Authority;

(iv) any

material Contract other than exclusive distributor agreements and employee agreements that (A) limits or purports to limit, in any material

respect, the freedom of Parent or any of its Subsidiaries to engage or compete in any line of business or with any Person or in any area,

(B) contains material exclusivity or “most favored nation” obligations or restrictions or (C) contains any other provisions

that restrict the ability of Parent or any of its Subsidiaries to sell, market, distribute, promote, manufacture, develop, commercialize,

or test or research any Parent Product, directly or indirectly through Third Parties, in any material respect;

(v) any

Contract relating to third-party indebtedness for borrowed money (including under any short-term financing facility) in excess of $1,000,000

(whether incurred, assumed, guaranteed or secured by any asset of Parent or any of its Subsidiaries) other than any Contract exclusively

between or among Parent and any of its wholly owned Subsidiaries;

(vi) other

than pursuant to the Concurrent Financing, any Contract restricting the payment of dividends or the making of distributions in respect

of any Equity Securities of Parent or any of its Subsidiaries or the repurchase or redemption of, any Equity Securities of Parent or any

of its Subsidiaries;

(vii) any

material joint venture, profit-sharing, partnership, collaboration, co-promotion, research, development, license or other similar agreement;

(viii) any

Contract with any Person (A) pursuant to which Parent or any of its Subsidiaries may be required to pay milestones, royalties or other

contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture

or other similar occurrences, developments, activities or events, or (B) under which Parent or any of its Subsidiaries grants to any Person

any right of first refusal, right of first negotiation, option to purchase, option to license, or any other similar rights with respect

to any Parent Product or any material Intellectual Property Rights, excluding any distributor agreements or service agreements;

(ix) any

lease or sublease for material real or personal property;

(x) all

material Contracts pursuant to which Parent or any of its Subsidiaries (A) receives or is granted any license (including any sublicense)

to, or covenant not to be sued under, any Intellectual Property Rights (other than licenses to commercially available software, including

pursuant to a standard “off-the-shelf” or “shrink wrap” or “click wrap” agreement) or (B) grants any

license (including any sublicense) to, or covenant not to be sued under, any Parent Intellectual Property (other than non-exclusive licenses

granted in the ordinary course of business consistent with past practice), including in each case (A) and (B) any coexistence agreements,

prior rights agreement, right of first refusal, right of last refusal, covenant not to sue, immunity from suit, and right to indemnification;

(xi) any

“single source” supply Contract pursuant to which goods or materials that are not commodities and that are material to the

business of Parent and its Subsidiaries are supplied to Parent or any of its Subsidiaries from an exclusive source;

(xii) any

Contracts, or other transactions with any (A) record or, to the knowledge of Parent, beneficial owner of five percent (5%) or more of

the voting securities of Parent as of the date hereof (excluding employment agreements for directors and officers), or (B) affiliate (as

such term is defined in Rule 12b-2 promulgated under the 1934 Act) or “associates” (or members of any of their “immediate

family”) (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the 1934 Act) of any such record or beneficial

owner;

(xiii) any

material Contract involving the settlement of any Action or threatened Action (or series of related Actions); and

(xiv) any

settlement agreements by Parent or any of its Subsidiaries with Taxing Authorities.

(b) Each

Parent Material Contract is, subject to the Bankruptcy and Equity Exceptions, (i) a valid and binding obligation of Parent or a Subsidiary

of Parent (as the case may be) and, to the knowledge of Parent, each of the other parties thereto, and (ii) in full force and effect and

enforceable in accordance with its respective terms against Parent or a Subsidiary of Parent (as the case may be) and, to the knowledge

of Parent, each of the other parties thereto (in each case except for such Parent Material Contract that terminates or is terminated after

the date of this Agreement in accordance with its respective terms, other than as a result of a default or breach by Parent or any of

its Subsidiaries of any of the provisions thereof), except as has not had, individually or in the aggregate, a Parent Material Adverse

Effect.

the knowledge of Parent, no Person is seeking to terminate, or challenging the validity or enforceability of, any Parent Material Contract,

except as has not had, individually or in the aggregate, a Parent Material Adverse Effect. Neither Parent nor any of its Subsidiaries,

nor, to the knowledge of Parent, any of the other parties thereto, has violated any provision of, or committed or failed to perform any

act that (with or without notice, lapse of time or both) would constitute a default under any provision of, and neither Parent nor any

of its Subsidiaries has received notice that it has violated or defaulted under, any Parent Material Contract, except as would not have

had, individually or in the aggregate, a Parent Material Adverse Effect. Parent has made available to the Company true and complete copies

of each Parent Material Contract, including all amendments thereto.

Section 5.16 Intellectual

Property.

(a) Parent

has made available to the Company a true and complete list, as of the date of this Agreement, of all Registered Intellectual Property

that is Parent Intellectual Property (the “Parent Registered IP”). Except as has not had, individually or in the aggregate,

a Parent Material Adverse Effect, (i) each item of Parent Registered IP is legally, beneficially and solely owned by Parent or one of

its Subsidiaries, free and clear of all Liens (other than Permitted Liens), (ii) no Registered Intellectual Property owned by Parent or

any of its Subsidiaries has lapsed, expired, or been abandoned (including as a result of failure to pay the necessary renewal or maintenance

fees) prior to the end of the applicable term of such Registered Intellectual Property, except where Parent has made a reasonable business

decision to not maintain such Registered Intellectual Property, (iii) none of the Parent Registered IP that has issued or become registered

has subsequently been adjudged invalid or unenforceable, and (iv) all Parent Registered IP is subsisting, and to the knowledge of Parent,

all granted Parent Registered IP is not invalid or unenforceable. There is no interference, nullification, reissue, reexamination, derivation,

opposition, cancellation, post grant review, or similar proceeding pending or, to the knowledge of Parent, threatened in writing against

Parent or any of its Subsidiaries challenging or contesting the ownership, validity, scope or enforceability of any Parent Registered

IP (other than ordinary course proceedings with patent, trademark and copyright offices related to the application for, or renewal of,

any item of Parent Registered IP). To Parent’s knowledge, there are no factors that would cause any currently pending or submitted

applications for registration of any Parent Intellectual Property to be unacceptable to any body to which the application is being made.

(b) Except

as has not had, individually or in the aggregate, a Parent Material Adverse Effect, the Parent Intellectual Property and the Parent Licensed

Intellectual Property constitute all of the material Intellectual Property Rights necessary to develop, manufacture or sell each material

Parent Product as currently researched, tested, developed, commercialized, manufactured, sold or distributed by Parent and its Subsidiaries

as of the date of this Agreement.

of the material Parent Intellectual Property is subject to any Order, claim, action, proceeding, suit or, to the knowledge of Parent,

investigation pending or, to the knowledge of Parent, threatened in writing, naming Parent or any of its Subsidiaries materially and adversely

affecting the use thereof or rights thereto by or of Parent or any of its Subsidiaries. Except as has not had, individually or in the

aggregate, a Parent Material Adverse Effect and to the knowledge of Parent, (i) the operation of the business of Parent or any of its

Subsidiaries does not infringe or misappropriate and has not infringed, or misappropriated, any Intellectual Property Rights of any Third

Party and (ii) as of the date of this Agreement no Third Party has infringed, misappropriated or otherwise violated any material Parent

Intellectual Property or any Intellectual Property Rights exclusively licensed to Parent or any of its Subsidiaries and material to the

development, manufacture or sale of a Parent Product.

(d) Except

as has not had, individually or in the aggregate, a Parent Material Adverse Effect, Parent and its Subsidiaries have taken, since the

Lookback Date, commercially reasonable steps to protect and maintain any material Trade Secrets included in the Parent Intellectual Property

(except for any Parent Intellectual Property whose value would not reasonably be expected to be impaired in a material respect by disclosure),

and to the knowledge of Parent, there have been no material unauthorized uses or disclosures of any such Trade Secrets.

(e) Except

as has not had, individually or in the aggregate, a Parent Material Adverse Effect. No funding, facilities or personnel of any Governmental

Authority or any university, college, research institute or other educational institution has been used to invent, create or develop any

inventions that are the subject of any Patent of Parent and that cover or are practiced by a Parent Product, except for any such funding

or use of facilities or personnel that has not resulted in such Governmental Authority or institution any ownership interest in or material

claim against any such Patent of Parent and are practiced by a Parent Product.

(f) Except

as has not had, individually or in the aggregate, a Parent Material Adverse Effect (as defined below in this Section 5.16(f)),

neither Parent nor any of its Subsidiaries is party to any Contracts which, solely as a result of the consummation of the transactions

contemplated by this Agreement, would grant to any Third Party any right to any material Intellectual Property Rights (other than Parent

Intellectual Property) owned by, or licensed to, the Company or any of its Affiliates. Solely for purposes of determining satisfaction

of the conditions set forth in Section 8.03(b) with respect to this Section 5.16(f), “Parent Material Adverse Effect”

shall take into account any consequences to the Company or any of its Affiliates.

(g) Except

as has not had, individually or in the aggregate, a Parent Material Adverse Effect, Parent and its Subsidiaries (A) have obtained from

all current or former employees, officers, consultants and contractors who have created or developed material Intellectual Property Rights

for or on behalf of Parent or any of its Subsidiaries, valid assignments of such parties’ rights in such Intellectual Property Rights

to Parent or one of its Subsidiaries, to the extent required by Applicable Law, or (B) Parent and its Subsidiaries otherwise own such

Intellectual Property Rights by operation of law.

Section 5.17 FCPA;

Anti-Corruption; Sanctions.

(a) None

of Parent nor any of its Subsidiaries, nor, to the knowledge of Parent, any director, manager, employee, agent or representative of Parent

or any of its Subsidiaries, in each case acting on behalf of Parent or any of its Subsidiaries, has, in the last five (5) years, in connection

with the business of Parent or any of its Subsidiaries, taken any action in violation of the FCPA or other applicable Bribery Legislation

(in each case to the extent applicable).

(b) Neither

Parent nor any of its Subsidiaries nor, to the knowledge of Parent, any director, manager or employee of Parent or any of its Subsidiaries,

is, or in the last five (5) years has been, subject to any actual or pending or, to the knowledge of Parent, threatened civil, criminal,

or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements,

or enforcement actions, or made any voluntary disclosures to any Governmental Authority, involving Parent or any of its Subsidiaries relating

to applicable Bribery Legislation, including the FCPA.

and each of its Subsidiaries make and keep, and in the last five (5) years have made and kept books and records, accounts and other records,

which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Parent and each of its Subsidiaries

as required by the FCPA.

(d) Parent

and each of its Subsidiaries have instituted policies and procedures reasonably designed to achieve compliance with the FCPA and other

applicable Bribery Legislation and maintain such policies and procedures in force.

(e) None

of Parent or any of its Subsidiaries, nor, to the knowledge of Parent, any of their respective directors, managers or employees (i) is

a Sanctioned Person, (ii) has, since the Relevant Time Period, engaged in, direct or indirect dealings with any Sanctioned Person or in

any Sanctioned Country on behalf of Parent or any of its Subsidiaries in violation of applicable Sanctions Law or (iii) has, in the Relevant

Time Period, violated, or engaged in any unlawful conduct under, any Sanctions Law, nor to the knowledge of Parent, been the subject of

an investigation or allegation of such a violation or unlawful conduct.

Section 5.18 Transactions

with Affiliates. To the knowledge of Parent, since the Lookback Date, there have been

no transactions, or series of related transactions, agreements, arrangements or understandings in effect, nor are there any currently

proposed transactions, or series of related transactions, agreements, arrangements or understandings, that would be required to be disclosed

pursuant to Applicable Laws that have not been otherwise disclosed in the Parent Public Documents.

Section 5.19 Antitakeover

Statutes. The Board of Directors of Parent has taken all actions so that the restrictions

set forth in any Takeover Laws will not apply to the execution, delivery or performance of this Agreement, the Merger, the Company Voting

Agreement, the Parent Voting Agreement or any of the transactions contemplated hereby. There is no stockholder rights plan, “poison

pill,” antitakeover plan or other similar agreement or plan in effect to which Parent is a party or is otherwise bound.

Section 5.20 Finders’

Fees. Except for Leerink Partners LLC, TD Securities (USA) LLC, H.C. Wainwright & Co., LLC, WG Partners LLP and Panmure

Liberum, there is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf

of Parent or any of its Subsidiaries who might be entitled to any finders or similar fee or commission from Parent or any of its Affiliates

in connection with the transactions contemplated by this Agreement.

Section 5.21 No Other

Representations and Warranties. Except for the representations and warranties made by

Parent in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with

Section 10.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section

8.03(d), neither Parent nor any other Person (including Merger Sub) makes or has made any representation or warranty, expressed or

implied, at law or in equity, with respect to or on behalf of Parent or any of its Subsidiaries, their businesses, operations, assets,

liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans

or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects)

or the accuracy or completeness of any information regarding Parent or any of its Subsidiaries or any other matter furnished or provided

to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations

or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its

Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective

Affiliates or Representatives. Each of Parent and Merger Sub acknowledges and agrees that, except for the representations and warranties

made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance

with Section 10.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to

Section 8.02(d), neither the Company nor any other Person is making or has made any representations or warranty, expressed or

implied, at law or in equity, with respect to or on behalf of the Company or any of its Subsidiaries, their businesses, operations, assets,

liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans

or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects)

or the accuracy or completeness of any information regarding the Company or any of its Subsidiaries or any other matter furnished or

provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations

or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each

of Parent and Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that

may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do

hereby specifically disclaim any such other representations and warranties. Notwithstanding anything to the contrary, the foregoing acknowledgment

and agreement shall not limit, in any way, the representations or warranties made by Parent and Merger Sub in this Article V or

the rights of the Company in the event of actual and intentional fraud.

Article

COVENANTS Relating to the Conduct of the Businesses

Section 6.01 Conduct

of the Company.

(a) From

the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement, except (i) as prohibited or

required by Applicable Law, (ii) as set forth in Section 6.01 of the Company Disclosure Schedule, or (iii) as otherwise required or expressly

contemplated by this Agreement, unless Parent shall have given its prior written consent (which consent shall not be unreasonably withheld,

conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct

its business in all material respects in the ordinary course of business consistent with past practice and to preserve intact its business

organization, keep available the services of its employees who are integral to the operation of the business as presently conducted and

maintain its existing relations and goodwill with material customers, members, suppliers, licensors, licensees and other Third Parties

with whom it has material business relations; provided, that no action by the Company or any of its Subsidiaries to the extent

expressly permitted by an exception to any of Section 6.01(b)(i) through Section 6.01(b)(xxi) shall be a breach of this

sentence.

(b) From

the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement, except (x) as prohibited or

required by Applicable Law, (y) as set forth in Section 6.01 of the Company Disclosure Schedule, or (z) as otherwise required or expressly

contemplated by this Agreement, without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned

or delayed), the Company shall not, and shall cause each of its Subsidiaries not to:

(i) adopt

any change to its certificate of incorporation, bylaws or other organizational documents (whether by merger, consolidation or otherwise)

(including the Company Organizational Documents);

(ii) (A)

acquire (including by merger, consolidation, or acquisition of stock or assets) any interest in any corporation, partnership, other business

organization or any division thereof or any assets, securities or property, other than inventory acquired in the ordinary course of business

consistent with past practice, (B) effect or be a party to any merger, consolidation, business combination, liquidation, dissolution,

recapitalization or restructuring or (C) form any new Subsidiary of the Company;

(iii) (A)

split, combine or reclassify any shares of its capital stock (other than transactions (1) solely among the Company and one or more of

its wholly owned Subsidiaries or (2) solely among the Company’s wholly owned Subsidiaries), (B) amend any term or alter any rights

of any of the outstanding Equity Securities of the Company, (C) declare, set aside or pay any dividend or make any other distribution

(whether in cash, stock, property or any combination thereof) in respect of any shares of its capital stock or other Equity Securities,

(D) enter into any Contract with respect to the voting or registration of any Equity Securities of the Company or (E) redeem, repurchase,

cancel or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any of its Equity Securities or any Equity Securities

of any Subsidiary of the Company, other than repurchases of shares of Company Common Stock in connection with the exercise of Company

Stock Options or the vesting or settlement of Company RSU Awards (including in satisfaction of any amounts required to be deducted or

withheld under Applicable Law), in each case outstanding as of the date of this Agreement or granted following this Agreement in accordance

herewith, in each case in accordance with the present terms of such Company Equity Awards;

(iv) issue,

deliver, sell, grant, pledge or otherwise encumber or subject to any Lien, or authorize the issuance, delivery, sale, grant, pledge or

other encumbrance of, any shares of its capital stock or any other Equity Securities (including, for the avoidance of doubt, any Company

Stock Options or other equity awards), other than (A) the issuance of any shares of Company Common Stock upon the exercise of Company

Stock Options or Company Warrants or the vesting or settlement of shares of Company RSU Awards that are, in each case, outstanding as

of the date of this Agreement in accordance with the terms thereof or (B) with respect to Equity Securities of any Subsidiary of the Company,

in connection with transactions (1) solely among the Company and one or more of its wholly owned Subsidiaries or (2) solely among the

Company’s wholly owned Subsidiaries;

(v) authorize,

make or incur any capital expenditures or obligations or liabilities in connection therewith, other than any not materially in excess

of the capital expenditures expressly contemplated by the capital expenditure budget of the Company and its Subsidiaries made available

to Parent prior to the date of this Agreement;

(vi) sell,

lease, license, transfer or otherwise dispose of any Subsidiary or any division thereof or of the Company or any assets, securities or

property (in each case, other than Intellectual Property Rights, which are addressed in Section 6.01(b)(xviii)), other than sales

or dispositions of inventory in the ordinary course of business consistent with past practice;

(vii) make

any material loans, advances or capital contributions to, or investments in, any other Person, other than loans, advances, capital contributions

or investments (A) by the Company to or in, as applicable, one or more of its wholly owned Subsidiaries or (B) by any Subsidiary of the

Company to or in, as applicable, the Company or any wholly owned Subsidiary of the Company;

(viii) incur,

assume, guarantee, repurchase, otherwise become liable for or prepay any indebtedness for borrowed money or issue or sell any debt securities

or any options, warrants or other rights to acquire debt securities (in each case, whether, directly or indirectly, on a contingent basis

or otherwise) or forgive any loans to the directors, officers or employees of the Company or any of its Subsidiaries;

(ix) terminate,

renew, extend or in any material respect modify or amend any Company Material Contract (including by amendment of any Contract that is

not a Company Material Contract such that such Contract becomes a Company Material Contract) or waive, release or assign any material

right or claim thereunder, or negotiate or enter into any Contract that would constitute a Company Material Contract if entered into prior

to the date of this Agreement;

(x) enter

into any new lease that would constitute a Company Material Contract or amend the terms of any lease that constitutes a Company Material

Contract;

(xi) terminate,

suspend, abrogate, amend or let lapse any material Company Permit in a materially adverse manner to the Company or any of its Subsidiaries;

(xii) except

as required by Company Employee Plans as in effect as of the date of this Agreement, (A) grant any change in control, severance, retention

or termination pay to (or amend any existing change in control, severance, retention or termination pay arrangement with) any of their

respective directors, officers, employees, or individual consultants (including former directors, officers, employees, or individual consultants),

(B) take any action to accelerate the vesting of, or payment of, any compensation or benefit under any Company Employee Plan, (C) establish,

adopt or amend any Company Employee Plan or labor agreement, (D) increase the compensation, bonus opportunity or other benefits payable

to any of their respective directors, officers, or employees (including former directors, officers, or employees), (E) hire or terminate

without cause any director, officer or employee holding a title above Vice President, (F) increase the total number of employees of the

Company and its Subsidiaries by more than the amounts contemplated by the Company’s operating plan as of the date hereof or (G)

terminate (other than for cause) the employment of any employees of the Company or any of its Subsidiaries if doing so would result in,

individually or together with all other such terminations, any material severance or termination payments or costs;

(xiii) (A)

change any method of financial accounting or financial accounting principles or practices, except for any such change required by a change

in GAAP or Applicable Law, or revalue any of its material assets, or (B) change in any material respect its practices related to the collection

of accounts receivable or the payment of accounts payables outside the ordinary course of business or otherwise in a manner not permitted

by the terms thereof;

(xiv) enter

into any new line of business outside of its existing business;

(xv) (A)

make, change or revoke any material Tax election, (B) change any annual Tax accounting period, (C) adopt or change any material method

of Tax accounting, (D) enter into any closing agreement with respect to income or other material Taxes, (E) settle or surrender or otherwise

concede, terminate or resolve any income or other material Tax claim, audit, investigation or assessment for an amount in excess of $1,000,000

individually or $2,000,000 in the aggregate, (F) amend any material Tax Returns or (G) apply for a ruling from any Taxing Authority;

(xvi) commence,

settle or compromise any Action involving or against the Company or any of its Subsidiaries (including any Action involving or against

any employee, officer or director of the Company or any of its Subsidiaries in their capacities as such); provided, that this clause

(xvi) shall not apply with respect to any Action in respect of Taxes (which shall be governed exclusively by Section 6.01(b)(xv))

or brought by the stockholders of the Company against the Company and/or its directors relating to this Agreement and the transactions

contemplated hereby, including the Merger (which shall be governed exclusively by Section 7.11);

(xvii) (A)

pay, discharge, settle or satisfy any claims, liabilities, proceedings or obligations (whether absolute, accrued, asserted or unasserted,

contingent or otherwise), (B) cancel any material Indebtedness owed to the Company or any of its Subsidiaries, or (C) waive, release,

grant or transfer any right of material value;

(xviii) (A)

license or grant any rights under, sell, transfer or otherwise dispose of any Company Intellectual Property, or (B) permit any Company

Registered IP to lapse, expire or become abandoned prior to the end of the applicable term of such Company Registered IP;

(xix) (A)

materially reduce the amount of any material insurance coverage provided by existing insurance policies or (B) fail to maintain in full

force and effect insurance coverage materially consistent with past practice;

(xx) take

any action (or omit to take any action) if such action (or omission) could reasonably be expected to result in any of the conditions to

the Merger set forth in Article VIII not being satisfied; or

(xxi) authorize,

agree, resolve, commit or propose to do any of the foregoing.

contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or any of its

Subsidiaries’ businesses or operations, other than after the Closing.

Section 6.02 Conduct

of Parent.

(a) From

the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement, except (i) as prohibited or

required by Applicable Law, (ii) as set forth in Section 6.02 of the Parent Disclosure Schedule, or (iii) as otherwise required or expressly

contemplated by this Agreement, unless the Company shall have given its prior written consent (which consent shall not be unreasonably

withheld, conditioned or delayed), Parent shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct

its business in all material respects in the ordinary course of business consistent with past practice.

(b) From

the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement, except (x) as prohibited or

required by Applicable Law, (y) as set forth in Section 6.02 of the Parent Disclosure Schedule, or (z) as otherwise required or expressly

contemplated by this Agreement, without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned

or delayed), Parent shall not, and shall cause each of its Subsidiaries not to:

(i) adopt

or propose any change to (A) the Parent Organizational Documents that would (x) adversely affect the rights of the holders of the Parent

Ordinary Shares, or (y) adversely affect Parent’s ability to issue the Parent Consideration Shares or the Parent ADSs in connection

with the Merger or (B) the organizational documents of Merger Sub, in each case except as it relates to taking any action related to the

Parent ADSs, including entry into the Deposit Agreement and listing of the Parent ADSs on Nasdaq;

(ii) issue,

deliver, sell, grant, pledge or otherwise encumber or subject to any Lien, or authorize the issuance, delivery, sale, pledge or other

encumbrance of, any shares of its capital stock or any other Equity Securities, other than (A) the issuance of any Parent Ordinary Shares

upon the exercise, vesting or settlement of Parent Equity Awards or on the exercise or conversion of any convertible Equity Securities

of Parent (including for avoidance of doubt the Parent Convertible Loan Notes), (B) the grant of Parent Equity Awards to employees, directors

or individual independent contractors of Parent or any of its Subsidiaries pursuant to Parent’s equity compensation plans in the

ordinary course of business, (C) in connection with the allotment of the Parent Consideration Shares and/or the issuance of Parent ADSs

in connection with the Merger or the Concurrent Financing (the “Parent ADS Issuance”), (D) putting to Parent’s

shareholders at the annual general meeting of Parent’s shareholders, and the passing of, customary resolutions in relation to Parent’s

share capital, or (E) entering into the Concurrent Financing;

(iii) (A)

sub-divide, consolidate or reclassify any of its shares (other than transactions (1) solely among Parent and one or more of its wholly

owned Subsidiaries, (2) solely among Parent’s wholly owned Subsidiaries, or (3) that would require an adjustment to the Equity Consideration

pursuant to Section 2.08(a) and for which the proper adjustment is made and which shall include, for avoidance of doubt, the AIM

Reverse Split) or (B) declare, set aside or pay any dividend or make any other distribution (whether in cash, stock, property or any combination

thereof) in respect of its shares or other Equity Securities (except for dividends and distributions paid or made in the ordinary course

of business consistent with past practice);

(iv) adopt

a plan of complete or partial liquidation or dissolution with respect to Parent, Merger Sub or any direct or indirect parent entity of

Merger Sub; or

(v) authorize,

agree, resolve, commit or propose to do any of the foregoing.

contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or any of its

Subsidiaries’ businesses or operations.

Section 6.03 No Solicitation

by the Company.

(a) The

Company shall, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause its and its Subsidiaries’

Representatives to, cease immediately and cause to be terminated any and all existing discussions or negotiations, if any, with any Third

Party conducted prior to or ongoing as of the date of this Agreement with respect to any actual or potential (including if such discussions

or negotiations were for the purpose of soliciting any) Company Acquisition Proposal or Company Inquiry and shall use its reasonable best

efforts to cause any such Third Party (and any of its Representatives) in possession of confidential information about the Company or

any of its Subsidiaries that was furnished by or on behalf of the Company in connection with such discussions or negotiations to return

or destroy all such information.

(b) From

the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement, except as otherwise set forth

in this Section 6.03, the Company shall not, and shall cause its Subsidiaries and its and its Subsidiaries’ respective Representatives

to not, directly or indirectly, (i) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing information)

any Company Acquisition Proposal or any Company Inquiry, (ii) (A) enter into or participate in any discussions or negotiations regarding,

(B) furnish to any Third Party any information, or (C) otherwise assist, participate in, knowingly facilitate or knowingly encourage any

Third Party, in each case, in connection with or for the purpose of knowingly encouraging or facilitating, a Company Acquisition Proposal

or a Company Inquiry, (iii) approve, recommend or enter into, or propose to approve, recommend or enter into, any letter of intent or

similar document, agreement, commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to a

Company Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement with respect

to a Company Acquisition Proposal or any Company Inquiry (provided, that nothing in this Agreement shall restrict the Company from waiving

or releasing a standstill or similar obligation if the Board of Directors of the Company determines in good faith, after consultation

with its outside legal counsel, that failure to take such action would be inconsistent with the directors’ fiduciary duties under

Applicable Law), (v) (A) withdraw or qualify, amend or modify in any manner adverse to Parent or Merger Sub the Company Board Recommendation,

(B) fail to include the Company Board Recommendation in the Proxy Statement/Prospectus or (C) recommend or declare advisable, adopt or

approve or publicly propose to recommend or declare advisable, adopt or approve any Company Acquisition Proposal (any of the foregoing

in this clause (v), a “Company Adverse Recommendation Change”) or (vi) take any action to make any Takeover Laws inapplicable

to any Third Party or any Company Acquisition Proposal.

the foregoing, if at any time prior to the receipt of the Company Stockholder Approval (the “Company Approval Time”),

the Board of Directors of the Company receives a bona fide written Company Acquisition Proposal made after the date of this Agreement

that has not resulted from a violation of this Section 6.03 and the Board of Directors of the Company determines in good faith,

after consultation with its financial advisor and outside legal counsel, that such Company Acquisition Proposal is or is reasonably likely

to lead to a Company Superior Proposal and, after consultation with its outside legal counsel, that failure to take the actions referred

to in clause (A) or (B) below would be inconsistent with the directors’ fiduciary duties under Applicable Law, then the Company

may (A) subject to compliance with this Section 6.03, engage in negotiations or discussions with such Third Party and (B) furnish

to such Third Party and its Representatives non-public information relating to the Company or any of its Subsidiaries pursuant to an Acceptable

Confidentiality Agreement; provided, that all such non-public information (to the extent that such information has not been previously

provided or made available to Parent) is provided or made available to Parent, as the case may be, substantially concurrently with the

time it is provided or made available to such Third Party.

(d) Nothing

contained in this Agreement shall prevent the Company or the Board of Directors of the Company from (x) taking and disclosing to the stockholders

of the Company a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the 1934 Act,

or (y) making any disclosure to the stockholders of the Company if the Board of Directors of the Company determines in good faith, after

consultation with its outside legal counsel, that the failure to take such action would be reasonably likely to be inconsistent with Applicable

Law; provided, that any such action or disclosure that constitutes a Company Adverse Recommendation Change shall be made only in

compliance with the applicable provisions of this Section 6.03. A “stop, look and listen” disclosure pursuant to Rule

14d-9(f) under the 1934 Act in connection with a tender or exchange offer shall not constitute a Company Adverse Recommendation Change.

(e) The

Company shall notify Parent as promptly as practicable (but in no event later than 48 hours after receipt) by the Company (or any of its

Representatives) of any Company Acquisition Proposal or any Company Inquiry, which notice shall be provided in writing and shall identify

the Third Party making, and the material terms and conditions of, any such Company Acquisition Proposal or Company Inquiry and include

a copy of any written proposal, offer or draft agreement provided by such Person. The Company shall thereafter (i) keep Parent informed,

on a timely basis, of any material changes in the status and details (including of any amendment, development, discussion or negotiation)

of any such Company Acquisition Proposal or Company Inquiry and (ii) as promptly as practicable (but in no event later than 48 hours after

receipt) provide to Parent copies of any material written proposals, indications of interest or draft documentation (or, in the case of

proposals or indications of interest delivered orally, shall provide to Parent a written summary of the material terms thereof) relating

to the terms and conditions of such Company Acquisition Proposal or Company Inquiry provided to the Company or any of its Subsidiaries

(as well as written summaries of any material oral communications relating to the terms and conditions of any Company Acquisition Proposal).

(f) Notwithstanding

anything in this Agreement to the contrary, prior to the Company Approval Time, in response to a bona fide Company Acquisition

Proposal that has not resulted from a violation of this Section 6.03 that the Board of Directors of the Company determines in good

faith, after consultation with its financial advisor and outside legal counsel, constitutes a Company Superior Proposal and the Board

of Directors of the Company determines in good faith, after consultation with its outside legal counsel, that failure to do so would be

inconsistent with the directors’ fiduciary duties under Applicable Law, the Board of Directors of the Company may, subject to compliance

with this Section 6.03(f), make a Company Adverse Recommendation Change; provided, that (A) the Company shall first notify

Parent in writing at least five (5) Business Days before taking such action of its intention to take such action, which notice shall include

an unredacted copy (if any) of the acquisition agreement and all other transaction documents relating thereto, (B) the Company shall,

and shall cause its Representatives to, negotiate with Parent and its Representatives during such five (5)-Business Day notice period

(to the extent Parent seeks to negotiate) regarding any adjustments proposed by Parent to the terms and conditions of this Agreement,

(C) upon the end of such notice period, the Board of Directors of the Company shall have considered in good faith any revisions to the

terms of this Agreement proposed by Parent, and shall have determined, after consultation with its financial advisor and outside legal

counsel, that the Company Superior Proposal would nevertheless continue to constitute a Company Superior Proposal if the adjusted terms

of this Agreement proposed by Parent were to be given effect and (D) in the event of any change, from time to time, to any of the financial

terms or any other material terms of such Company Superior Proposal, the Company shall, in each case, have delivered to Parent an additional

notice consistent with that described in clause (A) of this proviso and a new notice period under clause (A) of this proviso shall commence

each time (except that such notice period shall be reduced to two (2) Business Days), during which time the Company shall be required

to comply with the requirements of this Section 6.03(f) anew with respect to each such additional notice.

(g) Notwithstanding

anything in this Agreement to the contrary, prior to the Company Approval Time, subject to compliance with this Section 6.03(g),

the Board of Directors of the Company may effect a Company Adverse Recommendation Change in response or relating to a Company Intervening

Event if the Board of Directors of the Company determines in good faith, after consultation with its outside legal counsel, that the failure

to take such action would be inconsistent with its fiduciary duties under Applicable Law; provided, that (i) the Company shall

first notify Parent in writing at least five (5) Business Days before taking such action of its intention to take such action, which notice

shall include a reasonably detailed description of such Company Intervening Event, (ii) during such five (5)-Business Day period following

such notice, the Company shall, and shall cause its Representatives to, negotiate in good faith with Parent (to the extent Parent seeks

to negotiate) regarding any adjustments proposed by Parent to the terms and conditions of this Agreement, and (iii) the Board of Directors

of the Company shall not effect any Company Adverse Recommendation Change involving or relating to a Company Intervening Event unless,

after the five (5)-Business Day period described in the foregoing clause (ii), the Board of Directors of the Company determines in good

faith, after consultation with its outside legal counsel and taking into account any written commitment by Parent to amend the terms of

this Agreement during such five (5)-Business Day period, that the failure to take such action would be inconsistent with its fiduciary

duties under Applicable Law.

(h) The

Company’s obligation to call, give notice of and hold the Company Stockholder Meeting in accordance with Section 7.03(a)

shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission of any Superior Proposal, Acquisition

Proposal or Acquisition Inquiry, or by any Company Adverse Recommendation Change.

Section 6.04 No Solicitation

by Parent.

(a) Parent

shall, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause its and its Subsidiaries’ Representatives

to, cease immediately and cause to be terminated any and all existing discussions or negotiations, if any, with any Third Party conducted

prior to or ongoing as of the date of this Agreement with respect to any actual or potential (including if such discussions or negotiations

were for the purpose of soliciting any) Parent Acquisition Proposal or Parent Inquiry and shall use its reasonable best efforts to cause

any such Third Party (and any of its Representatives) in possession of confidential information about Parent or any of its Subsidiaries

that was furnished by or on behalf of Parent in connection with such discussions or negotiations to return or destroy all such information.

(b) From

the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement, except as otherwise set forth

in this Section 6.04, Parent shall not, and shall cause its Subsidiaries and its and its Subsidiaries’ respective Representatives

to not, directly or indirectly, (i) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing information)

any Parent Acquisition Proposal or any Parent Inquiry, (ii) (A) enter into or participate in any discussions or negotiations regarding,

(B) furnish to any Third Party any information, or (C) otherwise assist, participate in, knowingly facilitate or knowingly encourage any

Third Party, in each case, in connection with or for the purpose of knowingly encouraging or facilitating, a Parent Acquisition Proposal

or a Parent Inquiry, (iii) approve, recommend or enter into, or propose to approve, recommend or enter into, any letter of intent or similar

document, agreement, commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to a Parent Acquisition

Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement with respect to a Parent Acquisition

Proposal or any Parent Inquiry (provided, that nothing in this Agreement shall restrict Parent from waiving or releasing a standstill

or similar obligation if the Board of Directors of Parent determines in good faith, after consultation with its outside legal counsel,

that failure to take such action would be inconsistent with the directors’ fiduciary duties under Applicable Law), (v) (A) withdraw

or qualify, amend or modify in any manner adverse to the Company the Parent Board Recommendation, (B) fail to include the Parent Board

Recommendation in the Parent Circular or (C) recommend, adopt or approve or publicly propose to recommend or declare advisable, adopt

or approve any Parent Acquisition Proposal (any of the foregoing in this clause (v), a “Parent Adverse Recommendation Change”)

or (vi) take any action to make any Takeover Laws inapplicable to any Third Party or any Parent Acquisition Proposal.

the foregoing, if at any time prior to the receipt of the Parent Shareholder Approval (the “Parent Approval Time”),

the Board of Directors of Parent receives a bona fide written Parent Acquisition Proposal made after the date of this Agreement

that has not resulted from a violation of this Section 6.04 and the Board of Directors of Parent determines in good faith, after

consultation with its financial advisor and outside legal counsel, that such Parent Acquisition Proposal is or is reasonably likely to

lead to a Parent Superior Proposal, and, after consultation with its outside legal counsel, that failure to take the actions referred

to in clause (A) or (B) below would be inconsistent with the directors’ fiduciary duties under Applicable Law or inconsistent with

the application of the U.K. Takeover Code, then Parent may (A) subject to compliance with this Section 6.04, engage in negotiations

or discussions with such Third Party and (B) furnish to such Third Party and its Representatives non-public information relating to Parent

or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided, that all such non-public information

(to the extent that such information has not been previously provided or made available to the Company) is provided or made available

to the Company, as the case may be, substantially concurrently with the time it is provided or made available to such Third Party.

(d) Nothing

contained in this Agreement shall prevent Parent or the Board of Directors of Parent from (x) complying with either Rule 14e-2(a) under

the 1934 Act or the U.K. Takeover Code, in each case, with regard to a Parent Acquisition Proposal, or (y) making any disclosure to the

shareholders of Parent, if required by the U.K. Takeover Code, the UK Panel on Takeovers and Mergers, or otherwise if the Board of Directors

of Parent determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be reasonably

likely to be inconsistent with Applicable Law or inconsistent with the application of the U.K. Takeover Code; provided, that any such

action or disclosure that constitutes a Parent Adverse Recommendation Change shall be made only in compliance with the applicable provisions

of this Section 6.04. A “stop, look and listen” disclosure pursuant to Rule 14d-9(f) under the 1934 Act (or similar

disclosure made pursuant to the U.K. Takeover Code) shall not constitute a Parent Adverse Recommendation Change or its equivalent under

Applicable Laws.

(e) Parent

shall notify the Company as promptly as practicable (but in no event later than 48 hours) after receipt by Parent (or any of its Representatives)

of any Parent Acquisition Proposal or any Parent Inquiry, which notice shall be provided in writing and shall identify the Third Party

making, and the material terms and conditions of, any such Parent Acquisition Proposal or Parent Inquiry and include a copy of any written

proposal, offer or draft agreement provided by such Person. Parent shall thereafter (i) keep the Company informed, on a timely basis,

of any material changes in the status and details (including of any amendment, development, discussion or negotiation) of any such Parent

Acquisition Proposal or Parent Inquiry and (ii) as promptly as practicable (but in no event later than forty-eight (48) hours after receipt)

provide to the Company copies of any material proposals, indications of interest or draft documentation (or, in the case of proposals

or indications of interest delivered orally, shall provide to the Company a written summary of the material terms thereof) relating to

the terms and conditions of such Parent Acquisition Proposal or Parent Inquiry provided to Parent or any of its Subsidiaries (as well

as written summaries of any material oral communications relating to the terms and conditions of any Parent Acquisition Proposal).

(f) Notwithstanding

anything in this Agreement to the contrary, prior to the Parent Approval Time, in response to a bona fide Parent Acquisition Proposal

that has not resulted from a violation of this Section 6.04 that the Board of Directors of Parent determines in good faith, after

consultation with its financial advisor and outside legal counsel, constitutes a Parent Superior Proposal and the Board of Directors of

Parent determines in good faith, after consultation with its outside legal counsel, that failure to do so would be inconsistent with the

directors’ fiduciary duties under Applicable Law, the Board of Directors of Parent may, subject to compliance with this Section

6.04 make a Parent Adverse Recommendation Change; provided, that (A) Parent shall first notify the Company in writing at least

five (5) Business Days before taking such action of its intention to take such action, which notice shall include an unredacted copy (if

any) of the acquisition agreement and all other transaction documents relating thereto, (B) Parent shall, and shall cause its Representatives

to, negotiate with the Company and its Representatives during such five (5) Business Day notice period (to the extent the Company seeks

to negotiate) regarding any adjustments proposed by the Company to the terms and conditions of this Agreement, (C) upon the end of such

notice period, the Board of Directors of Parent shall have considered in good faith any revisions to the terms of this Agreement proposed

by the Company, and shall have determined, after consultation with its financial advisor and outside legal counsel, that the Parent Superior

Proposal would nevertheless continue to constitute a Parent Superior Proposal if the adjusted terms of the Agreement proposed by the Company

were to be given effect and (D) in the event of any change, from time to time, to any of the financial terms or any other material terms

of such Parent Superior Proposal, Parent shall, in each case, have delivered to the Company an additional notice consistent with that

described in clause (A) of this proviso and a new notice period under clause (A) of this proviso shall commence each time (except that

such notice period shall be reduced to two (2) Business Days), during which time Parent shall be required to comply with the requirements

of this Section 6.04(f) anew with respect to each such additional notice. It is understood and agreed that the Board of Directors

of Parent (or any committee thereof charged with applicable authority) and its outside legal counsel shall be entitled to deem applicable

to Parent and its board of directors the Applicable Law applicable to corporations incorporated in Delaware for purposes of making the

conclusions contemplated by this Section 6.04(f) relating to the fiduciary obligations of such person, it being understood that

this sentence is intended only to govern the contractual rights of the parties to this Agreement and that nothing in this Agreement is

intended to modify any fiduciary duties of the Board of Directors of Parent or any committee thereof under Applicable Law.

(g) Notwithstanding

anything in this Agreement to the contrary, prior to the Parent Approval Time, subject to compliance with this Section 6.04(g),

the Board of Directors of Parent may effect a Parent Adverse Recommendation Change in response or relating to a Parent Intervening Event

if the Board of Directors of Parent determines in good faith, after consultation with its outside legal counsel, that the failure to take

such action would be inconsistent with its fiduciary duties under Applicable Law; provided, that (i) Parent shall first notify

the Company in writing at least five (5) Business Days before taking such action of its intention to take such action, which notice shall

include a reasonably detailed description of such Parent Intervening Event, (ii) during such five (5)-Business Day period following such

notice, Parent shall, and shall cause its Representatives to, negotiate in good faith with the Company (to the extent the Company seeks

to negotiate) regarding any adjustments proposed by the Company to the terms and conditions of this Agreement, and (iii) the Board of

Directors of Parent shall not effect any Parent Adverse Recommendation Change involving or relating to a Parent Intervening Event unless,

after the five (5)-Business Day period described in the foregoing clause (ii), the Board of Directors of Parent determines in good faith,

after consultation with its outside legal counsel and taking into account any written commitment by the Company to amend the terms of

this Agreement during such five (5)-Business Day period, that the failure to take such action would be inconsistent with its fiduciary

duties under Applicable Law.

Section 6.05 Access

to Information; Confidentiality.

(a) All

information furnished pursuant to this Agreement shall be subject to the Confidentiality Agreement, dated as of November 18, 2025 (as

amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Confidentiality Agreement”),

between Parent and the Company.

(b) On

reasonable notice, during normal business hours and subject to and consistent with Applicable Law, during the period from the date of

this Agreement to the earlier of the Effective Time or the termination of this Agreement, in a manner so as to not unreasonably interfere

with the normal business operations of the other Party, each Party shall, and shall cause its Subsidiaries to, (i) afford to the other

Party and its Representatives reasonable access to its properties, assets, books, contracts, personnel and records, (ii) furnish promptly

to the other Party all other documents, materials and information concerning its businesses, properties and personnel as the other Party

may reasonably request and (iii) instruct its pertinent Representatives to reasonably cooperate with the other Party in its review of

any such information provided or made available. No information or knowledge obtained in any review or investigation pursuant to this

Section 6.05 shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this

Agreement.

anything to the contrary in this Section 6.05, Section 7.01 or Section 7.02, none of the Company, Parent, nor any

of their respective Subsidiaries shall be required to provide access to, disclose information to or assist or cooperate with the other

Party, in each case if such access, disclosure, assistance or cooperation (i) would constitute a waiver of or, as reasonably determined

based on the advice of outside counsel, jeopardize any attorney-client, attorney-work product or other similar privilege with respect

to such information or (ii) would contravene any Applicable Law or Contract to which the applicable Party is a subject or bound; provided,

that the Company and Parent shall, and each shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute

disclosure arrangements under circumstances in which such restrictions apply (including redacting such information as necessary to comply

with any such Contract or to address reasonable attorney-client, work-product or other privilege concerns) and to provide such information

as to the applicable matter as can be conveyed. Each of the Company and Parent may, as each reasonably deems advisable and necessary,

designate any competitively sensitive material provided to the other under this Section 6.05 or Section 7.01 as “Outside

Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the

recipient and, subject to any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, shall

not be disclosed by such outside counsel to Representatives of the recipient unless express permission is obtained in advance from the

disclosing Party or its legal counsel.

Article

VII

Additional Agreements

Section 7.01 Reasonable

Best Efforts; Filings.

(a) Subject

to the terms and conditions of this Agreement, each of the Company and Parent shall, and each shall cause its Subsidiaries to, use their

respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper

or advisable under Applicable Law to consummate the Merger and other transactions contemplated hereby as promptly as reasonably practicable,

including (i) (A) preparing and filing as promptly as practicable with any Governmental Authority all documentation to effect all Filings

as are necessary, proper or advisable to consummate the Merger and the other transactions contemplated hereby, (B) obtaining, as promptly

as practicable, and thereafter maintaining, all Consents from any Governmental Authority that are necessary, proper or advisable to consummate

the Merger or other transactions contemplated hereby, and complying with the terms and conditions of each Consent (including by supplying

as promptly as reasonably practicable any additional information or documentary material that may be requested pursuant to applicable

Antitrust Laws), (C) obtaining all required Consents from non-governmental Third Parties (including as required under any Company Material

Contract), and (D) cooperating with the other Parties hereto in their efforts to comply with their obligations under this Agreement, including

those described in this Section 7.01, and executing and delivering any additional instruments necessary to consummate the transactions

contemplated hereby and fully carry out the purposes of this Agreement, and (ii) (A) defending any Action, whether judicial or administrative,

brought by any Governmental Authority or Third Party challenging this Agreement or seeking to enjoin, restrain, prevent, prohibit or make

illegal consummation of the Merger or any of the other transactions contemplated hereby and (B) contesting any Order that enjoins, restrains,

prevents, prohibits or makes illegal consummation of the Merger or any of the other transactions contemplated hereby.

(b) Parent

shall have the right to (i) direct, devise and implement the strategy for obtaining any necessary Consent of, for responding to any request

from, inquiry or investigation by (including directing the timing, nature and substance of all such responses), and lead all meetings

and communications (including any negotiations) with, any Governmental Authority that has authority to enforce any Antitrust Law and (ii)

control the defense and settlement of any litigation, action, suit, investigation or proceeding brought by or before any Governmental

Authority that has authority to enforce any Antitrust Law, Parent shall consult with the Company in a reasonable manner and consider in

good faith the views and comments of the Company in connection with the foregoing.

furtherance and not in limitation of the foregoing, each of the Company and Parent shall, and each shall cause its Subsidiaries to, as

promptly as practicable following the date of this Agreement, make all Filings with all Governmental Authorities that are necessary, proper

or advisable under this Agreement or Applicable Law to consummate and make effective the Merger and the other transactions contemplated

hereby. Parent and the Company shall share equally the payment of any filing fee pursuant to any applicable Foreign Antitrust Laws.

(d) Subject

to Applicable Laws relating to the sharing of information and the terms and conditions of the Confidentiality Agreement, each of the Company

and Parent shall, and each shall cause its Subsidiaries to, cooperate and consult with each other in connection with the making of all

Filings pursuant to this Section 7.01, and shall keep each other apprised on a current basis of the status of matters relating

to the completion of the Merger and the other transactions contemplated hereby, including: (i) (A) as far in advance as practicable, notifying

the other Party of, and providing the other Party with an opportunity to consult with respect to, any Filing or communication or inquiry

it or any of its Subsidiaries intends to make with any Governmental Authority other than a Taxing Authority (or any communication or inquiry

it or any of its Subsidiaries intends to make with any Third Party in connection therewith) relating to the matters that are the subject

of this Agreement, (B) providing the other Party and its counsel, prior to submitting any such Filing or making any such communication

or inquiry, a reasonable opportunity to review, and considering in good faith the comments of the other Party and such other Party’s

Representatives in connection with any such Filing, communication or inquiry, and (C) promptly following the submission of such Filing

or making of such communication or inquiry, providing the other Party with a copy of any such Filing, communication or inquiry, if in

written form, or, if in oral form, a summary of such communication or inquiry; (ii) as promptly as practicable following receipt, furnishing

the other Party with a copy of any Filing or written communication or inquiry, or, if in oral form, a summary of any such communication

or inquiry, it or any of its Subsidiaries receives from any Governmental Authority other than a Taxing Authority (or any communication

or inquiry it receives from any Third Party in connection therewith) relating to matters that are the subject of this Agreement; and (iii)

coordinating and reasonably cooperating with the other Party in exchanging such information and providing such other assistance as the

other Party may reasonably request in connection with this Section 7.01. The Company, Parent or their respective Representatives

shall notify and consult with the other Party in respect of any Filing or Action (including the settlement of any Action), or any inquiry,

notice or other communication received from a Governmental Authority, regarding the Merger or any of the other transactions contemplated

hereby and, to the extent permitted by such Governmental Authority, enable the other Party to participate in advance of any meeting or

conference (including by telephone or videoconference) with any Governmental Authority other than a Taxing Authority, or any member of

the staff of any such Governmental Authority with respect thereto.

(e) Notwithstanding

any other provision of this Agreement to the contrary, in no event shall Parent or any of its Subsidiaries be required to (i) agree or

proffer to divest or hold separate (in a trust or otherwise), or take any other action with respect to, any of the assets or businesses

of Parent, the Company, the Surviving Corporation (assuming the consummation of the Merger) or any of their respective Subsidiaries, (ii)

agree or proffer to limit in any manner whatsoever or not to exercise any rights of ownership of any securities (including the shares

of Company Common Stock) or (iii) enter into any agreement that in any way limits the ownership or operation of any business of Parent,

the Company, the Surviving Corporation (assuming the consummation of the Merger) or any of their respective Subsidiaries, in each case

that is not conditioned upon, or that becomes effective prior to, the Closing or that is material to the business, financial condition

or results of operations of Parent, the Company, the Surviving Corporation or any of their respective Subsidiaries, taken as a whole.

Neither the Company nor any of its Subsidiaries shall agree to any of the actions or other matters contemplated by the first sentence

in this Section 7.01(e) as applicable to the Company without the prior written consent of Parent.

(f) Parent

shall not, and shall not permit any of its Subsidiaries to, acquire or agree to acquire by merging or consolidating with, or by purchasing

a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree

to acquire any assets, if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger or consolidation

would reasonably be expected to (1) impose any material delay in the obtaining of, or increase the risk of not obtaining, any authorizations,

consents, orders, declarations or approvals of any Governmental Authority necessary to consummate the transactions contemplated hereby

or the expiration or termination of any applicable waiting period, (2) materially increase the risk of any Governmental Authority entering

an Order prohibiting the consummation of the transactions contemplated hereby or (3) materially delay the consummation of the transactions

contemplated hereby.

Section 7.02 Certain

Filings; SEC Matters.

(a) As

promptly as practicable following the date of this Agreement, (i) the Parties shall prepare and Parent shall cause to be filed with the

SEC a Registration Statement on Form F-4 which shall include a proxy statement relating to the Company Stockholder Meeting (together with

all amendments and supplements thereto, the “Proxy Statement/Prospectus”) in preliminary form (together with all amendments

and supplements thereto, the “Form F-4”) relating to the registration of the Parent ADSs and the Parent Ordinary Shares

represented thereby to be issued to the stockholders of the Company pursuant to the Parent ADS Issuance, (ii) if necessary, Parent shall

prepare and shall cause the ADS Depositary to file with the SEC a Registration Statement on Form F-6 (together with all amendments and

supplements thereto, the “Form F-6”) relating to the registration of the Parent ADSs to be issued to the stockholders

of the Company pursuant to the Parent ADS Issuance and (iii) Parent shall prepare (with the Company’s reasonable cooperation) a

shareholder circular relating to the Parent Shareholder Meeting (together with all amendments and supplements thereto, the “Parent

Circular”). The Proxy Statement/Prospectus, the Form F-4 and, if applicable, the Form F-6 shall comply as to form in all material

respects with the applicable provisions of the 1933 Act, the 1934 Act and other Applicable Law, and the Parent Circular shall comply as

to form in all material respects with the requirements of Applicable Law.

(b) The

Company and Parent shall cooperate with each other and use their respective reasonable best efforts (i) to have the Proxy Statement/Prospectus

cleared by the SEC as promptly as practicable after its filing and (ii) to have the Form F-4 and, if applicable, the Form F-6 declared

effective under the 1933 Act as promptly as practicable after their filing and keep the Form F-4 and, if applicable, Form F-6 effective

for so long as necessary to consummate the Merger. Each of the Company and Parent shall, as promptly as practicable after the receipt

thereof, provide the other Party and its counsel with copies of any written comments and advise the other Party and its counsel of any

oral comments with respect to the Proxy Statement/Prospectus, the Form F-4 and, if applicable, the Form F-6 received by such Party or

its counsel from the SEC or any other Governmental Authority, including any request from the SEC for amendments or supplements to the

Proxy Statement/Prospectus, the Form F-4 or the Form F-6, and shall provide the other Party and its counsel with copies of all material

or substantive correspondence between it and its Representatives, on the one hand, and the SEC or any other Governmental Authority, on

the other hand, related to the foregoing. Notwithstanding the foregoing, prior to filing the Form F-4 or, if applicable, the Form F-6

or mailing the Proxy Statement/Prospectus or Parent Circular (including in each case any amendment or supplement thereto, except with

respect to any amendments filed in connection with a Company Adverse Recommendation Change or in connection with any disclosures made

in compliance with Section 6.02), or responding to any comments of the SEC with respect thereto, each of the Company and Parent

shall reasonably cooperate and provide the other Party and its counsel a reasonable opportunity to review and comment on such document

or response (including the proposed final version of such document or response) and consider in a commercially reasonable manner and in

good faith the comments of the other Party or such other Party’s Representatives in connection with any such document or response.

None of the Company, Parent or any of their respective Representatives shall agree to participate in any material or substantive meeting

or conference (including by telephone) with the SEC or any member of the staff thereof in respect of the Proxy Statement/Prospectus, the

Form F-4 or, if applicable, the Form F-6 unless it consults with the other Party and its counsel in advance and, to the extent permitted

by the SEC, allows the other Party and its counsel to participate. Parent shall advise the Company, promptly after receipt of notice thereof,

of the time of effectiveness of the Form F-4 and, if applicable, the Form F-6, and the issuance of any stop order relating thereto or

the suspension of the qualification of Parent ADSs or the Parent Ordinary Shares represented thereby for offering or sale in any jurisdiction,

and each of the Company and Parent shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or

otherwise terminated.

of the Company and Parent shall use its reasonable best efforts to take any other action required to be taken by it under the 1933 Act,

the 1934 Act, the DGCL, the CA 2006 and the rules of Nasdaq, as applicable, in connection with the filing and distribution of the Proxy

Statement/Prospectus, the Form F-4, the Form F-6 (if applicable) and the Parent Circular, and the solicitation of proxies from the stockholders

of the Company and the shareholders of Parent. Subject to Section 6.03, the Proxy Statement/Prospectus shall include the Company

Board Recommendation, and, subject to Section 6.04, the Parent Circular shall include the Parent Board Recommendation.

(d) Each

of the Company and Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do or cause to be done

all things, necessary, proper or advisable under Applicable Law and the rules and policies of Nasdaq and the SEC to enable the listing

of the Parent ADSs being registered pursuant to the Form F-4 on Nasdaq no later than the Effective Time, subject to official notice of

issuance. Parent shall also use its reasonable best efforts to obtain all necessary state securities law or “blue sky” permits

and approvals required to carry out the transactions contemplated by this Agreement.

(e) Each

of the Company and Parent shall, on request, furnish to the other all information, documents, submissions or comfort concerning itself,

its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable Party) stockholders or shareholders (including

the Required Information) and such other matters as may be reasonably necessary or advisable in connection with any statement, Filing,

notice or application made by or on behalf of the Company, Parent or any of their respective Subsidiaries, to the SEC or Nasdaq in connection

with the Merger and the other transactions contemplated by this Agreement, including the Proxy Statement/Prospectus, the Form F-4, the

Form F-6 (if applicable) and the Parent Circular, in each case having due regard to the planned timing of publication of such document,

the requirements of the CA 2006, the FSMA, the AIM Rules, the 1933 Act, the 1934 Act and any other Applicable Law; provided, that

neither Party shall use any such information for any purposes other than those contemplated by this Agreement unless such Party obtains

the prior written consent of the other. In addition, the Company shall use its reasonable best efforts to perform the conversion of its

consolidated financial statements from GAAP to IFRS as part of its Required Information as soon as practicable after the date of this

Agreement, but no later than September 14, 2026. Each of the Company and Parent shall (i) use its reasonable best efforts to promptly

provide information concerning it necessary to enable the Company and Parent to prepare required pro forma financial statements in connection

with the preparation of the Proxy Statement/Prospectus, and Form F-4, (ii) assist with due diligence and, in the case of the Company,

provide such information as Parent may reasonably request to enable Parent to prepare verification materials in relation to the preparation

of the Parent Circular and (iii) enter into any agreement or execute any letter (including representation letters and letters of comfort)

or other document which is customary and/or necessary in connection with the preparation of the Proxy Statement/Prospectus, Form F-4 and

the Parent Circular and, in each case, any amendment or supplement thereto or where such documents, information, and/or submissions are

ancillary to the preparation of the Proxy Statement/Prospectus, the Form F-4 or the Parent Circular.

(f) Each

of the Company and Parent covenants and agrees that the information with respect to it and its Subsidiaries that is provided by it, any

of its Subsidiaries or any of their respective Representatives for inclusion or incorporation by reference in the Form F-4, the Proxy

Statement/Prospectus or the Parent Circular will not (i) (A) in the case of the Form F-4, at the time the Form F-4 or any amendment or

supplement thereto becomes effective and at the time of the Company Stockholder Meeting, or (B) in the case of the Proxy Statement/Prospectus,

at the time the Proxy Statement/Prospectus or any amendment or supplement thereto is first mailed to the stockholders of the Company and

at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary

in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and (ii) in the

case of the Parent Circular, at the time the Parent Circular or any amendment or supplement thereto is first mailed to the shareholders

of Parent and at the time of the Parent Shareholder Meeting, contains any statement of fact which is untrue or inaccurate in any material

respect or misleading (whether by omission or otherwise) or any statement of opinion, belief, intention or expectation therein is not

given in good faith after due and careful consideration and enquiry of the relevant circumstances, not based on reasonable assumptions

or not capable of being properly supported.

(g) If

at any time prior to the later of the Company Approval Time and the Parent Approval Time, any information relating to the Company or Parent,

or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that (i) should be set forth

in an amendment or supplement to the Proxy Statement/Prospectus, or the Form F-4 or, if applicable, the Form F-6 so that such documents

would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in

light of the circumstances under which they were made, not misleading, or (ii) constitutes a change or new matter that would require an

amendment or a supplement to the Parent Circular under Applicable Law, the Party that discovers such information shall promptly notify

the other Party hereto, and each Party shall use reasonable best efforts to, and reasonably cooperate with the other to, (where applicable)

promptly prepare and file with the SEC an appropriate amendment or supplement describing such information and, to the extent required

under Applicable Law, disseminate such amendment or supplement to the stockholders of the Company and/or the shareholders of Parent.

Section 7.03 Company

Stockholder Meeting; Parent Shareholder Meeting.

(a) As

promptly as practicable following the effectiveness of the Form F-4, the Company shall, in consultation with Parent, in accordance with

Applicable Law and the Company Organizational Documents, (i) establish a record date for, duly call and give notice of a meeting of the

stockholders of the Company for the sole purpose of voting on the adoption of this Agreement (the “Company Stockholder Meeting”)

at which meeting the Company shall seek the Company Stockholder Approval (and will use reasonable best efforts to conduct “broker

searches” in a manner to enable such record date to be held promptly following the effectiveness of the Form F-4), (ii) cause

the Proxy Statement/Prospectus (and all other proxy materials for the Company Stockholder Meeting) to be mailed to its stockholders no

later than five (5) Business Days after the Proxy Statement/Prospectus is cleared by the SEC and (iii) duly convene and hold the Company

Stockholder Meeting no later than thirty (30) days after the Proxy Statement/Prospectus is mailed. Subject to Section 6.03, the

Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things necessary,

proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting or any adjournment

or postponement thereof, and shall comply with all legal requirements applicable to the Company Stockholder Meeting. The Company shall

not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided,

that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholder Meeting (A) if such adjournment

or postponement is necessary to allow additional time to (1) solicit additional proxies necessary to obtain the Company Stockholder Approval,

or (2) distribute any supplement or amendment to the Proxy Statement/Prospectus that the Board of Directors of the Company has determined

(which determination and subsequent distribution shall be made as promptly as practicable) in good faith after consultation with outside

legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by the Company’s stockholders

prior to the Company Stockholder Meeting (provided, that no such postponement or adjournment under this clause (2) may be to a

date that is after the earlier of (I) the tenth (10th) Business Day before the End Date and (II) the tenth (10th) Business Day after the

date of such distribution), (B) due to the absence of a quorum, or (C) if and to the extent such postponement or adjournment of the Company

Stockholder Meeting is required to comply with Applicable Law. Notwithstanding the foregoing, the Company may not, without the prior written

consent of Parent, postpone or adjourn the Company Stockholder Meeting pursuant to clause (A)(1) or (B) of the immediately preceding sentence

more than a total of two times and, on any single occasion, for a period of more than ten (10) Business Days (unless, for a postponement

or adjournment pursuant to clause (A)(2), as required by Applicable Law) or, if earlier, to a date that is after ten (10) Business Days

before the End Date. Without the prior written consent of Parent, the matters contemplated by the Company Stockholder Approval shall be

the only matters (other than matters of procedure and matters required by or advisable under Applicable Law to be voted on by the Company’s

stockholders in connection therewith) that the Company shall propose to be voted on by the stockholders of the Company at the Company

Stockholder Meeting.

(b) Parent

shall, in consultation with the Company, in accordance with Applicable Law and the Parent Organizational Documents, (i) duly convene and

give notice of a meeting of the shareholders of Parent (the “Parent Shareholder Meeting”) at which meeting the Parent

Shareholder Approval is to be sought, (ii) cause the Parent Circular (and proxy form for the Parent Shareholder Meeting) to be mailed

to its shareholders and (iii) duly hold the Parent Shareholder Meeting. Parent shall use its reasonable best efforts to take, or cause

to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Shareholder

Meeting to occur no later than the Company Stockholder Meeting. Subject to Section 6.04, Parent shall use its reasonable best efforts

to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause

the Parent Shareholder Approval to be obtained at the Parent Shareholder Meeting or any adjournment or postponement thereof, and shall

comply with all legal requirements applicable to the Parent Shareholder Meeting. Parent shall not, without the prior written consent of

the Company, adjourn, postpone or otherwise delay the Parent Shareholder Meeting; provided, that Parent may, without the prior

written consent of the Company, adjourn or postpone the Parent Shareholder Meeting (A) if such adjournment or postponement is necessary

to allow additional time to (1) solicit additional proxies necessary to obtain the Parent Shareholder Approval, or (2) distribute any

supplement to the Parent Circular that the Board of Directors of Parent has determined (which determination and subsequent distribution

shall be made as promptly as practicable) in good faith after consultation with outside legal counsel is necessary under Applicable Law

and for such supplement to be reviewed by Parent’s shareholders prior to the Parent Shareholder Meeting (provided, that no

such postponement or adjournment under this clause (2) may be to a date that is after the earlier of (I) the tenth (10th) Business Day

before the End Date and (II) the tenth (10th) Business Day after the date of such distribution), (B) due to the absence of a quorum, or

(C) if and to the extent such postponement or adjournment of the Company Stockholder Meeting is required to comply with Applicable Law.

Notwithstanding the foregoing, Parent may not, without the prior written consent of the Company, postpone or adjourn the Parent Shareholder

Meeting pursuant to clause (A)(1) or (B) of the immediately preceding sentence more than a total of two times and, on any single occasion,

for a period of more than ten (10) Business Days (unless, for a postponement or adjournment pursuant to clause (A)(2), as required by

Applicable Law) or, if earlier, to a date that is after ten (10) Business Days before the End Date. Without the prior written consent

of the Company, Parent shall not propose a vote by the shareholders of Parent at the Parent Shareholder Meeting on any matters that are

inconsistent with or that would materially impede or delay the transactions contemplated hereby.

Company Adverse Recommendation Change or Parent Adverse Recommendation Change notwithstanding, the obligations of the Company and Parent

under Section 7.02 and this Section 7.03, including to call, give notice of and hold the Company Stockholder Meeting and

the Parent Shareholder Meeting, shall continue in full force and effect unless this Agreement is validly terminated in accordance with

Article IX.

Section 7.04 Public

Announcements. The initial press release concerning this Agreement and the transactions

contemplated hereby shall be a joint press release to be in the form mutually agreed on by the Company and Parent prior to the execution

of this Agreement. Following such initial press release, Parent and the Company shall consult with each other, and give each other a

reasonable opportunity to review and comment upon (and consider in good faith any such comments), before issuing any additional press

release or other public statement with respect to this Agreement or the transactions contemplated hereby, except as may be required by

Applicable Law or any listing agreement with or rule of any national securities exchange or association; provided, that the restrictions

set forth in this Section 7.04 shall not apply to any release or public statement if the information contained therein substantially

reiterates (or is consistent with) previous releases, public disclosures or public statements made in compliance with this Section

7.04. Notwithstanding the foregoing, the Parties acknowledge that, other than as set forth in Section 6.03 and Section

6.04, this Agreement, including this Section 7.04, shall not prohibit ordinary course non-public communications with Third

Parties regarding the transactions contemplated by this Agreement. Notwithstanding the foregoing, the restrictions set forth in this

Section 7.04 shall not apply to any release, announcement or statement made or proposed to be made in connection with and related

to: (a) an Adverse Recommendation Change; (b) any disclosures made in compliance with Section 6.03; or (c) any disclosures made

in compliance with Section 6.04.

Section 7.05 Certain

Tax Matters. The Company shall deliver to Parent at the Closing a properly executed and

completed certification, in a form reasonably satisfactory to Parent, and that meets the requirements of Treasury Regulations Sections

1.1445-2(c)(3) and 1.897-2(h), dated not more than thirty (30) days prior to the Closing Date and signed by an executive officer of the

Company, certifying that no interest in the Company is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii)

of the Code, a “United States real property interest” (as defined in Section 897(c)(1) of the Code), and a copy of the properly

executed notification provided to the Internal Revenue Service regarding such certification, prepared in accordance with the provisions

of Treasury Regulations Section 1.897-2(h)(2).

Section 7.06 Employee

Matters.

(a) Effective

as of no later than the day immediately preceding the Closing Date (conditioned upon the occurrence of the Closing), unless otherwise

directed by Parent not less than ten (10) Business Days before Closing, the Company shall terminate each Company Employee Plan that is

an employee benefit plan within the meaning of Section 3(3) of ERISA (whether or not subject to ERISA). The Company shall deliver

to Parent, no later than the Business Day immediately preceding the Closing Date, evidence that the Board of Directors of the Company

has validly adopted resolutions to terminate each such Company Employee Plan as applicable.

(b) The

provisions of this Section 7.06 are for the sole benefit of Parent and the Company and no provision of this Agreement shall (i)

create any third-party beneficiary or other rights in any Person other than Parent and the Company, including rights in respect of any

benefits that may be provided, directly or indirectly, under any Company Employee Plan or any employee benefit plan of Parent or any Affiliate,

or rights to continued employment or service with the Company or Parent (or any Affiliate thereof), (ii) be construed as an amendment,

waiver or creation of any Company Employee Plan, or any employee benefit plan of Parent or any Affiliate, (iii) subject to the requirements

explicitly set forth in this Section 7.06, serve as a limitation on the ability of the Company, Parent or applicable Affiliate

to amend, waive, create, suspend or terminate any Company Employee Plan, or any employee benefit plan of Parent or any Affiliate, or (iv)

limit the ability of the Company, Parent or applicable Affiliate to terminate the employment of any employee.

Section 7.07 Section

16 Matters. Prior to the Effective Time, the Company shall take all such steps as may

be required (to the extent permitted under Applicable Law) to cause any dispositions of Company Common Stock (including derivative securities

with respect to Company Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is subject

to the reporting requirements of Section 16(a) of the 1934 Act to be exempt under Rule 16b-3 promulgated under the 1934 Act.

Section 7.08 Listing.

Each of the Company and Parent agrees to cooperate with the other Party in taking, or causing to be taken, all actions necessary to maintain

the Company’s existing listing on Nasdaq until the Effective Time.

Section 7.09 Listing

Application. Subject to the requirements of Section 7.08, Parent shall (a) promptly

prepare and submit to Nasdaq a listing application for the listing of the Parent ADSs, and the underlying Parent Consideration Shares,

deliverable in connection with the Merger and to obtain, prior to the Effective Time, approval for the listing of such Parent ADSs, and

the underlying Parent Consideration Shares, subject to official notice of issuance, and (b) submit to the London Stock Exchange ahead

of Closing an application for admission of the Parent Consideration Shares to trading on AIM.

Section 7.10 State

Takeover Statutes. Each of Parent, Merger Sub and the Company shall (a) take all action

necessary so that no Takeover Law, or any similar provision of the Company Organizational Documents or the Parent Organizational Documents,

as applicable, is or becomes applicable to the Merger or any of the other transactions contemplated hereby, and (b) if any such anti-takeover

law, regulation or provision is or becomes applicable to the Merger or any other transactions contemplated hereby, cooperate and grant

such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly

as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation

on the transactions contemplated hereby.

Section 7.11 Transaction

Litigation.

(a) Subject

to Applicable Law, each of the Company and Parent shall promptly notify the other of (i) any notice or other communication received from

a Governmental Authority, subject to Section 7.01(d) and (ii) any stockholder or shareholder demands or other Actions (including

derivative claims) commenced against it, any of its Subsidiaries and/or its or any of its Subsidiaries’ respective directors or

officers relating to this Agreement or any of the transactions contemplated hereby or any matters relating thereto (collectively, “Transaction

Litigation”).

(b) Subject

to Applicable Law, each of the Company and Parent shall keep the other Party informed regarding any Transaction Litigation (including

by promptly furnishing to the other Party and such other Party’s Representatives such information relating to such Transaction Litigation

as may reasonably be requested). Subject to Applicable Law, each Party shall (i) reasonably cooperate with the other in the defense or

settlement of any Transaction Litigation, (ii) give the other Party the opportunity to consult with it regarding the defense and settlement

of such Transaction Litigation (and consider in good faith the other Party’s advice with respect to such Transaction Litigation)

and (iii) give the other Party the opportunity to participate (at the other Party’s expense) in (but not control) the defense and

settlement of such Transaction Litigation. Neither Party shall settle, offer to settle or enter into any settlement agreement in respect

of any Transaction Litigation hereby without the other Party’s prior written consent (such consent to not unreasonably be withheld,

delayed or conditioned).

anything to the contrary in this Section 7.11, (i) in the event of any conflict with any other covenant or agreement contained

in Section 07.12 that expressly addresses the subject matter of this Section 7.11, this Section 7.11 shall govern

and control, and (ii) this Section 7.11 shall be in addition to and not limit or otherwise modify the Parties’ respective

obligations under Section 6.03 or Section 6.04. Without otherwise limiting the Indemnitees’ rights with regard to

the right to counsel, following the Effective Time, the Indemnitees shall be entitled to continue to retain Winston Taylor LLP or such

other counsel selected by such Indemnitees to defend any Transaction Litigation.

Section 7.12 Notification.

Each of the Company and Parent shall promptly notify the other of any change, condition or event (a) that renders or would reasonably

be expected to render any representation or warranty of such Party set forth in this Agreement to be untrue or inaccurate or (b) that

results or would reasonably be expected to result in any failure of such Party to comply with or satisfy any covenant, condition or agreement,

in each case of clause (a) or clause (b), such that any of the conditions to the Merger set forth in Article VIII could reasonably

be expected to not be satisfied; provided, however, that no such notification shall itself constitute a breach of this Agreement or affect

any of the representations, warranties, covenants, rights or remedies, or the conditions to the obligations of the Parties hereunder.

Section 7.13 Director

and Officer Liability.

(a) From

and after the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) in each case to the

fullest extent permissible by applicable Law, (i) indemnify and hold harmless each individual who at the Effective Time is, or at any

time prior to the Effective Time was, a director or officer of the Company or of a Subsidiary of the Company (each, an “Indemnitee”

and, collectively, the “Indemnitees”) with respect to all claims, liabilities, losses, damages, judgments, fines, penalties,

costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with

any Action based on or arising out of (A) the fact that an Indemnitee is or was a director or officer of the Company or such Subsidiary

or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director or officer of the Company or such Subsidiary

or taken at the request of the Company or such Subsidiary (including in connection with serving at the request of the Company or such

Subsidiary as a representative of another Person (including any employee benefit plan)), in each case of clauses (A) and (B), at, or at

any time prior to, the Effective Time (including any Action relating in whole or in part to the transactions contemplated by this Agreement)

and (ii) assume (in the case of the Surviving Corporation, in the Merger without any further action) all obligations of the Company and

such Subsidiaries to the Indemnitees in respect of indemnification, advancement of expenses and exculpation from liabilities for acts

or omissions occurring at or prior to the Effective Time as provided in the Company Organizational Documents and the organizational documents

of such Subsidiaries as in effect on the date of this Agreement or in the agreements in effect as of the date of this Agreement providing

for indemnification between the Company or any of its Subsidiaries and any Indemnitee. Without limiting the foregoing, from and after

the Effective Time, Parent shall cause, unless otherwise required by Law, the certificate of incorporation and bylaws of the Surviving

Corporation to contain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors and officers

and indemnification than are in the Company Organizational Documents as in effect as of the date of this Agreement, which provisions shall

not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees. In addition,

from the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) advance any expenses (including

fees and expenses of legal counsel) of any Indemnitee under this Section 7.13 as incurred to the fullest extent permitted under

applicable Law; provided that the Indemnitee to whom expenses are advanced provides an undertaking to repay such expenses if it

is ultimately determined that such Indemnitee was not entitled to indemnification under this Section 7.13.

(b) Each

of Parent, the Surviving Corporation and the Indemnitees shall cooperate to the extent reasonably practicable in the defense of any claim

and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information

and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection

therewith.

the six (6)-year period commencing immediately after the Effective Time, the Surviving Corporation shall maintain in effect the Company’s

current directors’ and officers’ liability insurance covering acts or omissions occurring at or prior to the Effective Time

with respect to those individuals who are covered by the Company’s directors’ and officers’ liability insurance policies

on terms and scope with respect to such coverage, and in amount, no less favorable to such individuals than those of such policy in effect

on the date of this Agreement (or Parent may substitute therefor policies, issued by reputable insurers, of at least the same coverage

with respect to matters existing or occurring prior to the Effective Time, including a “tail” policy); provided that

in no event shall the Surviving Corporation be required to expend in any one (1) year an amount in excess of three hundred percent (300%)

of the aggregate annual amounts currently paid by the Company and its Subsidiaries for such insurance (such amount being the “Maximum

Premium”); provided, further, that if such tail policy cannot be obtained or can be obtained only by paying aggregate

annual premiums in excess of the Maximum Premium, the Company or the Surviving Corporation shall only be required to obtain as much coverage

as can be obtained by paying an annual premium equal to the Maximum Premium. The Company shall have the right prior to the Effective Time

to purchase a six (6)-year prepaid “tail policy” on terms and conditions providing at least substantially equivalent benefits

as the current policies of directors’ and officers’ liability insurance maintained by the Company and its Subsidiaries with

respect to matters existing or occurring prior to the Effective Time, covering without limitation the transactions contemplated hereby,

so long as the effective annual premium under such policy does not exceed the Maximum Premium. If such prepaid “tail policy”

has been obtained by the Company, it shall be deemed to satisfy all obligations to obtain insurance pursuant to this Section 7.13

and the Surviving Corporation shall cause such policy to be maintained in full force and effect, for its full term, and to honor all of

its obligations thereunder.

(d) From

and after the Closing, the provisions of this Section 7.13 are (i) intended to be for the benefit of, and shall be enforceable

by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights

to indemnification or contribution that any such individual may have under the Company Organizational Documents, by contract or otherwise.

The obligations of Parent and the Surviving Corporation under this Section 7.13 shall not be terminated or modified in such a manner

as to adversely affect the rights of any Indemnitee to whom this Section 7.13 applies unless (x) such termination or modification

is required by applicable Law or (y) the affected Indemnitee shall have consented in writing to such termination or modification. The

Indemnitees to whom this Section 7.13 applies shall be third-party beneficiaries of this Section 7.13. From and after the

Closing, the Surviving Corporation agrees to (and Parent shall cause the Surviving Corporation to) pay or advance, upon written request

of the Indemnitee, all reasonable costs, fees and expenses, including attorneys’ fees, that may be incurred by the Indemnitee in

enforcing the indemnity and other rights provided in this Section 7.13; provided that the Indemnitee to whom expenses are

advanced provides an undertaking to repay such expenses if it is ultimately determined that such Indemnitee was not entitled to indemnification

under this Section 7.13.

(e) If

any of Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges with or into

any other Person and shall not be the continuing or surviving company, partnership or other Person of such consolidation or merger or

(ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision

shall be made so that the successors and assigns of Parent or the Surviving Corporation, as applicable, assume the obligations set forth

in this Section 7.13.

(f) Nothing

in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’

insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their

respective directors or officers, it being understood and agreed that the indemnification provided for in this Section 7.13 is

not prior to or in substitution for any such claims under such policies.

Section 7.14 Obligations

of Merger Sub. Parent shall take all action necessary to cause Merger Sub to perform its

obligations under this Agreement and to consummate the Merger on the terms and subject to the conditions set forth in this Agreement.

Section 7.15 Concurrent

Financing. Each of Parent and the Company shall use its commercially reasonable efforts

take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary, proper or advisable to (i) with

respect to each of Parent and the Company, satisfy on a timely basis all conditions in such definitive agreements that are applicable

to such party or that are within such party’s control and, with respect to Parent, consummate the Concurrent Financing or prior

to the Closing and (ii) cause the third-party investors providing the Concurrent Financing to fund the Concurrent Financing at or

prior to Closing. Each of Parent and the Company shall allow the other party to fully participate in the negotiation of the Concurrent

Financing and shall keep the other party reasonably informed on a current basis and in reasonable detail of the status of its efforts

to arrange the Concurrent Financing and provide to the other party copies of all definitive documents related to the Concurrent Financing

to the extent it receives them. Each party shall give the other party prompt written notice of the receipt by such party of any written

notice from any Person with respect to any breach, termination or repudiation by any party to any definitive document related to the

Concurrent Financing.

Section

7.16 Post Closing Matters; Governance. The Parent Board will consist of such number and composition of directors as

shall be reasonably determined by Parent; provided that, subject to Nasdaq independence requirements and Parent’s prior

approval, which shall not be unreasonably withheld, one director of the Parent Board shall be an individual designated by the

Company immediately prior to the Closing.

Article

VIII

CONDITIONS TO THE MERGER

Section 8.01 Conditions

to the Obligations of Each Party. The obligations of the Company, Parent and Merger Sub

to consummate the Merger are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver) of the following conditions:

(a) the

Company Stockholder Approval shall have been obtained;

(b) the

Parent Shareholder Approval shall have been obtained;

Order shall have been issued by any court or other Governmental Authority of competent jurisdiction that remains in effect and enjoins,

prevents or prohibits the consummation of the Merger, and no Applicable Law shall have been enacted, entered, promulgated, enforced or

deemed applicable by any Governmental Authority that remains in effect and prohibits or makes illegal consummation of the Merger;

(d) the

Subscription Agreements shall be in full force and effect;

(e)

cash proceeds of not less than the Concurrent Investment Amount in aggregate shall have been received by Parent, or shall be received

by Parent, (i) prior to or substantially simultaneously with the Closing, in connection with the consummation of the transactions contemplated

by the Concurrent Investment Agreements (provided that, for purposes of determining whether this condition has been satisfied,

amounts available under debt financing agreements that are committed and binding (other than conditions relating to the Closing, if any)

but not yet drawn down as at the Closing shall be counted towards the Concurrent Investment Amount, so long as such amounts are available

to be drawn by Parent) and (ii) pursuant to the UK Offerings;

(f) the

Form F-4 and, if applicable, the Form F-6 shall have been declared effective, no stop order suspending the effectiveness of the Form F-4

or, if applicable, the Form F-6 shall be in effect and no proceedings for such purpose shall be pending before the SEC;

(g) the

Parent Circular, including any supplement or amendment thereto, shall have been made available to the shareholders of Parent in accordance

with the Parent Organizational Documents;

(h) (i)

the Parent ADSs (and the Parent Ordinary Shares represented thereby) to be issued in the Parent ADS Issuance shall have been approved

for listing on Nasdaq, subject to official notice of issuance, and (ii) an application shall have been made for admission of the Parent

Consideration Shares to trading on AIM following Closing; and

(i) any

applicable waiting period (including any extension thereof) or other Consent under the Foreign Antitrust Laws of the jurisdictions set

forth on Section 8.01(i) of the Company Disclosure Schedule relating to the transactions contemplated by this Agreement shall have expired,

been terminated or been obtained, as applicable.

Section 8.02 Conditions

to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub

to consummate the Merger are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Parent) of the following

further conditions:

(a) the

Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the

Effective Time;

(b) (i)

the representations and warranties of the Company contained in the first and last sentences of Section 4.01 (“Corporate

Existence and Power”), Section 4.02 (“Corporate Authorization”), Section 4.04 (“Non-contravention”),

Section 4.28 (“Opinion of Financial Advisor”) and Section 4.29 (“Finders’ Fees”)

shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing as if made at

and as of the Closing (or, if such representations and warranties are given as of another specific date, at and as of such date); (ii)

the representations and warranties of the Company contained in Section 4.05(a) (Capitalization) shall be true and correct

at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (or, if such representations

and warranties are given as of another specific date, at and as of such date), except for any de minimis inaccuracies; (iii) the

representation and warranty set forth in Section 4.09 (“Absence of Certain Changes”) shall be true and correct

in all respects at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing; and (iv) the

other representations and warranties of the Company contained in Article IV (disregarding all qualifications and exceptions contained

therein relating to materiality or Company Material Adverse Effect) shall be true and correct at and as of the date of this Agreement

and at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties are given as of another specific

date, at and as of such date), except, in the case of this clause (iv) only, where the failure of such representations and warranties

to be true and correct has not had, individually or in the aggregate, a Company Material Adverse Effect;

the date of this Agreement, there shall not have occurred any Company Material Adverse Effect;

(d) the

Closing Net Cash as determined pursuant to Section 2.08 is at least $10,000,000 on December 31, 2026 or, if earlier, on the Closing Date;

(e) Parent

shall have received a certificate from an executive officer of the Company confirming the satisfaction of the conditions set forth in

Section 8.02(a), Section 8.02(b) and Section 8.02(c) and Section 8.02(d);

(f) Parent

shall have received the duly executed consents set forth on Schedule 8.02(f); and

(g) Parent

shall have received evidence (in form reasonably acceptable to Parent) of the payoff and discharge of the Australian Bank Account Lien;

(h) Parent

shall have received the Rights Agreement Exemption; and

(i) Parent

shall have received the Company Lock-Up Agreements duly executed by each of the Company Lock-Up Signatories, each of which shall be in

full force and effect as of immediately following the Effective Time.

Section 8.03 Conditions

to the Obligations of the Company. The obligations of the Company to consummate the Merger

are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by the Company) of the following further conditions:

(a) each

of Parent and Merger Sub shall have performed in all material respects all of its obligations hereunder required to be performed by it

at or prior to the Effective Time;

(b) (i)

the representations and warranties of Parent contained in the first and last sentences of Section 5.01 (“Corporate Existence

and Power”), Section 5.02 (“Corporate Authorization”), Section 5.04 (“Non-contravention”)

and Section 5.20 (“Finders’ Fees”) shall be true and correct in all material respects at and as of the

date of this Agreement and at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties are

given as of another specific date, at and as of such date); (ii) the representations and warranties of Parent contained in Section

5.05(a) (“Capitalization”) shall be true and correct at and as of the date of this Agreement and at and as of the

Closing as if made at and as of the Closing (or, if such representations and warranties are given as of another specific date, at and

as of such date), except for any de minimis inaccuracies and subject to the AIM Reverse Split; (iii) the representation and warranty

set forth in Section 5.09 (“Absence of Certain Changes”) shall be true and correct in all respects at and as

of the date of this Agreement and at and as of the Closing as if made at and as of the Closing; and (iv) the other representations and

warranties of Parent contained in Article V (disregarding all qualifications and exceptions contained therein relating to materiality

or Parent Material Adverse Effect) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if

made at and as of the Closing (or, if such representations and warranties are given as of another specific date, at and as of such date),

except, in the case of this clause (iv) only, where the failure of such representations and warranties to be true and correct has not

had, individually or in the aggregate, a Parent Material Adverse Effect;

the date of this Agreement, there shall not have occurred any Parent Material Adverse Effect;

(d) the

Company shall have received a certificate from an executive officer of Parent confirming the satisfaction of the conditions set forth

in Section 8.03(a), Section 8.03(b) and Section 8.03(c); and

(e) the

Company shall have received the Parent Lock-Up Agreements duly executed by each of the Parent Lock-Up Signatories, each of which shall

be in full force and effect as of immediately following the Effective Time.

Section 8.04 Frustration

of Closing Conditions. Notwithstanding anything contained herein to the contrary, no Party

may rely on the failure of any condition set forth in this Article VIII to be satisfied if such failure was caused by the failure

of such Party or its Affiliate to comply with or perform any of its covenants or obligations set forth in this Agreement.

Article

TERMINATION

Section 9.01 Termination.

This Agreement may be terminated and the Merger and the other transactions contemplated hereby may be abandoned at any time prior to

the Effective Time (notwithstanding receipt of the Company Stockholder Approval or the Parent Shareholder Approval):

(a) by

mutual written agreement of the Company and Parent;

(b) by

either the Company or Parent, if:

(i) the

Merger has not been consummated on or before February 28, 2027 (the “End Date”), unless extended by mutual written

agreement of Parent and the Company; provided, that the right to terminate this Agreement pursuant to this Section 9.01(b)(i)

shall not be available to any Party whose breach of any provision of this Agreement has been the primary cause of the failure of the Merger

to be consummated by such time; provided further, however, that, in the event that the SEC has not declared the F-4 effective

under the 1933 Act then either the Company or Parent shall be entitled to extend the End Date for an additional 60 days;

(ii) a

court or other Governmental Authority of competent jurisdiction shall have issued an injunction or other Order that permanently enjoins,

prevents or prohibits the consummation of the Merger and such injunction or other Order shall have become final and non-appealable; provided,

that the right to terminate this Agreement pursuant to this Section 9.01(b)(ii) shall not be available to any Party whose breach

of any provision of this Agreement has been the primary cause of such injunction or other Order;

(iii) the

Company Stockholder Meeting (as it may be adjourned or postponed) at which a vote on the Company Stockholder Approval was taken shall

have concluded and the Company Stockholder Approval shall not have been obtained; provided, that the Company shall not be permitted

to terminate this Agreement pursuant to this Section 9.01(b)(iii) if the failure to obtain such Company Stockholder Approval is

proximately caused by any action or failure to act of the Company that constitutes a breach of this Agreement; or

(iv) the

Parent Shareholder Meeting (as it may be adjourned or postponed) at which a vote on the Parent Shareholder Approval was taken shall have

concluded and the Parent Shareholder Approval shall not have been obtained; provided, that Parent shall not be permitted to terminate

this Agreement pursuant to this Section 9.01(b)(iv) if the failure to obtain such Parent Shareholder Approval is proximately caused

by any action or failure to act of Parent that constitutes a breach of this Agreement;

Parent:

(i) prior

to the Company Approval Time, if (A) a Company Adverse Recommendation Change shall have occurred (whether or not permitted by this Agreement)

or the Company publicly proposes, states its intention or delivers notice of its intention to effect a Company Adverse Recommendation

Change in accordance with Section 6.03(f) or Section 6.03(g), (B) a tender or exchange offer subject to Regulation 14D under

the 1934 Act that constitutes a Company Acquisition Proposal shall have been commenced (within the meaning of Rule 14d-2 under the Exchange

Act) and the Company shall not have communicated to its stockholders, within ten (10) Business Days after such commencement, a statement

disclosing that the Company recommends rejection of such tender or exchange offer (or shall have withdrawn any such rejection thereafter),

(C) other than in the context of a tender or exchange offer for shares of Company Common Stock, the Company fails to publicly reaffirm

the Company Board Recommendation after the date any Company Acquisition Proposal or any material modification thereto (which request shall

only be made once per Company Acquisition Proposal or material modification) is first publicly announced, within five (5) Business Days

after a request to do so by Parent, (D) other than in the context of a Company Acquisition Proposal, the Company fails to publicly reaffirm

the Company Board Recommendation within five (5) Business Days following a written request therefor from Parent; provided that

Parent shall only be entitled to make such a request once other than in the context of a Company Acquisition Proposal, or (E) the Company

shall have breached or failed to perform any of its obligations set forth in Section 6.03 (No Solicitation) in any material

respect; or

(ii) if

a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company set forth in this

Agreement (other than with respect to a breach of Section 6.03) shall have occurred that, either individually or in the aggregate,

would cause any condition set forth in Section 8.01 (“Conditions to the Obligations of Both Parties”) or Section

8.02 (“Conditions to the Obligations of Parent and Merger Sub”) not to be satisfied, and such breach or failure

to perform (A) is incapable of being cured by the End Date or (B) has not been cured by the Company within the earlier of (x) thirty (30)

calendar days following written notice to the Company from Parent of such breach or failure to perform and (y) the End Date; provided,

that this Agreement may not be terminated pursuant to this Section 9.01(c)(ii) if Parent or Merger Sub is then in breach of

any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach by Parent or Merger Sub would

cause any condition set forth in Section 8.03(a) (“Performance of Parent Covenants”) or Section 8.03(b)

(“Accuracy of Parent Reps”) not to be satisfied;

(d) by

the Company, if a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Parent or Merger

Sub set forth in this Agreement (other than with respect to a breach of Section 6.03 or Section 7.03(a), as to which Section

9.01(c)(i)(d) will apply) shall have occurred that, individually or in the aggregate, would cause any condition set forth in Section

8.01 (“Conditions to the Obligations of Both Parties”) or Section 8.03 (“Conditions to the Obligations

of the Company”) not to be satisfied, and such breach or failure to perform (A) is incapable of being cured by the End Date

or (B) has not been cured by Parent or Merger Sub, as applicable, within the earlier of (x) thirty (30) calendar days following written

notice to Parent from the Company of such breach or failure to perform and (y) the End Date; provided, that this Agreement may

not be terminated pursuant to this Section 9.01(d) if the Company is then in breach of any of its representations, warranties,

covenants or agreements set forth in this Agreement, which breach by the Company would cause any condition set forth in Section 8.02(a)

(“Performance of Company Covenants”) or Section 8.02(b) (“Accuracy of Company Reps”) not

to be satisfied.

The Party desiring to terminate this Agreement pursuant to this Section

9.01 (other than pursuant to Section 9.01(a)) shall give written notice of such termination to the other Party.

Section 9.02 Effect

of Termination. If this Agreement is terminated pursuant to Section 9.01, this

Agreement shall become void and of no effect without liability of any Party (or any of its Affiliates or its or their respective stockholders

or shareholders, as applicable, or Representatives) to the other Party hereto, except as provided in Section 9.03; provided, that,

subject to Section 9.03(c), neither Parent nor the Company shall be released from any liabilities or damages arising out of any

liability for fraud or for any willful and material breach of any representation, warranty, covenant, obligation or other provision contained

in this Agreement, in which case the non-breaching Party shall be entitled to all rights and remedies available at law or in equity.

Section 1.01 (“Definitions”) and Section 1.02 (“Other Definitional and Interpretive Provisions”)

(with respect to Section 1.01 and Section 1.02, to the extent applicable), the first sentence of Section 6.05(a)

(“Confidentiality”), the Confidentiality Agreement, Section 7.04 (“Public Announcements”),

this Section 9.02, Section 9.03 (“Termination Payment”) and Article X (“Miscellaneous”)

shall survive any termination of this Agreement pursuant to Section 9.01.

Section 9.03 Termination

Payments.

(a) If

this Agreement is terminated by the Company or Parent: (i) pursuant to Section 9.01(b)(iii) (“No Company Stockholder Approval”),

the Company shall pay to Parent (or its designee), in cash and by way of compensation upon termination of this Agreement, a payment in

an amount equal to the sum of Parent’s aggregate fees and expenses reasonably incurred in connection with the transactions contemplated

in this Agreement (the “Company No Vote Payment”); provided, that such amount shall be payable only if the condition

to termination under Section 9.01(b)(iv) (“No Parent Shareholder Approval”) has not been satisfied at the time

of such termination; or (ii) pursuant to Section 9.01(b)(iv) (“No Parent Stockholder Approval”), Parent shall

pay to the Company (or its designee), in cash and by way of compensation upon termination of this Agreement, a payment in an amount equal

to the sum of Company’s aggregate fees and expenses reasonably incurred in connection with the transactions contemplated in this

Agreement (the “Parent No Vote Payment” and collectively with the Company No Vote Payment, the “No Vote Payments”);

provided, that such amount shall be payable only if the condition to termination under Section 9.01(b)(iii) (“No

Company Shareholder Approval”) has not been satisfied at the time of such termination.

(b) Any

payment of a No Vote Payment shall be made by wire transfer of immediately available funds to an account designated in writing by Parent

or the Company, as applicable, as promptly as practicable when due.

Parties agree and understand that (x) in no event shall either the Company or Parent be required to pay a No Vote Payment on more than

one occasion, and (y) except in the case of fraud or any willful and material breach by the other Party of any covenant or agreement set

forth in this Agreement, in no event shall either Parent or the Company be entitled, pursuant to this Section 9.03, to receive

an amount greater than the applicable No Vote Payment. Notwithstanding anything to the contrary in this Agreement, except in the case

of fraud or any willful and material breach by the other Party of any covenant or agreement set forth in this Agreement, if Parent or

the Company receives a No Vote Payment pursuant to this Section 9.03, such payment shall be the sole and exclusive remedy of the

receiving Party against the paying Party and its Subsidiaries and their respective former, current or future partners, equityholders,

managers, members, Affiliates and Representatives, and none of the paying Party, any of its Subsidiaries or any of their respective former,

current or future partners, equityholders, managers, members, Affiliates or Representatives shall have any further liability or obligation,

in each case relating to or arising out of this Agreement or the transactions contemplated hereby. The Parties acknowledge that the agreements

contained in this Section 9.03 are an integral part of the transactions contemplated hereby, that, without these agreements, the

Parties would not enter into this Agreement and that any amount payable pursuant to this Section 9.03 does not constitute a penalty.

Accordingly, if the Company or Parent fails to promptly pay the applicable No Vote Payment due pursuant to this Section 9.03, the

Company or Parent shall also pay any out-of-pocket costs and expenses (together with any irrecoverable VAT incurred thereon, and including

reasonable legal fees and expenses) incurred by the Party entitled to such payment in connection with a legal action to enforce this Agreement

that results in a judgment for such amount against the Party failing to promptly pay such amount. Any No Vote Payment not paid when due

pursuant to this Section 9.03 shall bear interest from the date such amount is due until the date paid at a rate equal to the prime

rate as published in The Wall Street Journal, Eastern Edition in effect on the date of such payment.

(d) Any

Company No Vote Payment or Parent No Vote Payment shall be VAT exclusive.

(e) Without

prejudice to Section 9.03(d), the Parties hereto intend that any payment of a Company No Vote Payment or a Parent No Vote Payment, being

in each case compensatory in nature, shall not be treated (in whole or in part) as consideration for a supply for the purposes of VAT

and, accordingly, the Parties shall file their relevant VAT returns on the basis that the payment of any such Company No Vote Payment

or Parent No Vote Payment falls outside the scope of VAT.

Article

MISCELLANEOUS

Section 10.01 Notices.

All notices, requests and other communications to any Party hereunder shall be in writing and will be deemed to have been duly given

only if delivered personally against written receipt, delivered by e-mail, mailed by prepaid first class certified mail, return receipt

requested, or mailed by overnight courier prepaid, to the Parties at the following addresses or e-mail addresses,

If to Parent or Merger Sub or, following the Closing,

the Surviving Corporation, to:

Scancell Holdings plc

Bellhouse Building

Sanders Road

Oxford Science Park

Oxford OX 4 4GD

Attention: [***]

Email: [***]

with a copy to (which shall not constitute notice):

Cooley (UK) LLP

22 Bishopsgate

London, EC2N 4BQ, United Kingdom

Attention: [***]

Email: [***]

If to the Company, to:

Neuphoria Therapeutics Inc.

100 Summit Drive

Burlington, MA 01803

Attention: [***]

Email:

with a copy to (which shall not constitute notice):

Winston Taylor LLP

200 Park Avenue

New York, NY 10166

Attention: [***]

Email: [***]

and

Winston Taylor International LLP

5 New Street Square

London EC4A 3TW

United Kingdom

Attention: [***]

Email: [***]

or to such other address or email address as such Party may hereafter

specify for the purpose by notice to the other Parties hereto. All such notices, requests and other communications will (a) if delivered

personally to the address as provided in this Section 10.01, be deemed given on the day so delivered if delivered before 5:00 p.m.

Eastern Time on a Business Day, and otherwise on the next following Business Day, (b) if delivered by e-mail to an e-mail address as provided

in this Section 10.01, be deemed given on the date of transmittal, provided no “bounce back” or similar message of

non-delivery is received with respect thereto, (c) if delivered by mail in the manner described above to the address as provided in this

Section 10.01, be deemed given on the earlier of the fifth (5th) Business Day following mailing or upon actual receipt, and (d)

if delivered by overnight courier to the address as provided in this Section 10.01, be deemed given on the earlier of the third

(3rd) Business Day following the date sent by such overnight courier or upon actual receipt, in each case, regardless of whether such

notice, request or other communication is received by any other Person to whom a copy of such notice is to be delivered pursuant to this

Section 10.01.

Section 10.02 Survival.

The representations, warranties, covenants and agreements contained in this Agreement and in any certificate or other writing delivered

pursuant hereto shall not survive the Effective Time, except for the covenants and agreements that by their terms apply, or are to be

performed in whole or in part, after the Effective Time.

Section 10.03 Amendments

and Waivers.

(a) Any

provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing

and is signed, in the case of an amendment, by each Party to this Agreement or, in the case of a waiver, by each Party against whom the

waiver is to be effective; provided, that after the Company Stockholder Approval or the Parent Shareholder Approval has been obtained,

there shall be no amendment or waiver that would require the further approval of the stockholders of the Company or the shareholders of

Parent under Applicable Law without such approval having first been obtained.

(b) No

failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single

or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The

rights and remedies provided in this Agreement shall be cumulative and not exclusive of any rights or remedies provided by Applicable

Law.

Section 10.04 Expenses.

Except as otherwise provided in this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions

contemplated hereby shall be paid by the Party incurring such cost or expense, whether or not the Merger is consummated, except that:

(a) the expenses incurred in connection with all filing and other fees paid to the SEC or Nasdaq , in each case in connection with the

Merger or listing of the Parent ADSs (other than attorneys’ fees, accountants’ fees, investment bankers’ fees and related

expenses), shall be paid by Parent; (b) the expenses incurred in connection with the Company’s proxy statement and proxy solicitation

process shall be paid by Company; and (c) financial printing service expenses incurred in connection with the Merger shall be split equally

between Parent and the Company.

Section 10.05 Disclosure

Schedule References and SEC Document References.

(a) The

Parties hereto agree that each section or subsection of the Company Disclosure Schedule or the Parent Disclosure Schedule, as applicable,

shall be deemed to qualify the corresponding section or subsection of this Agreement, irrespective of whether or not any particular section

or subsection of this Agreement specifically refers to the Company Disclosure Schedule or the Parent Disclosure Schedule, as applicable.

The Parties hereto further agree that disclosure of any item, matter or event in any particular section or subsection of either the Company

Disclosure Schedule or the Parent Disclosure Schedule shall be deemed disclosure with respect to any other section or subsection of the

Company Disclosure Schedule or the Parent Disclosure Schedule, as applicable, to which the relevance of such disclosure would be reasonably

apparent on its face, notwithstanding the omission of a cross-reference to such other section or subsections.

(b) The

Parties hereto agree that in no event shall any disclosure contained in any part of any Company SEC Document or Parent Public Document

entitled “Risk Factors,” “Forward-Looking Statements,” “Cautionary Statement Regarding Forward-Looking Statements,”

“Special Note Regarding Forward Looking Statements” or “Note Regarding Forward Looking Statements” or any other

disclosures in any Company SEC Document or Parent Public Document that are cautionary, predictive or forward-looking in nature be deemed

to be an exception to (or a disclosure for purposes of or otherwise qualify) any representations and warranties of any Party contained

in this Agreement.

Section 10.06 Binding

Effect; Benefit; Assignment.

(a) The

provisions of this Agreement shall be binding upon and shall inure solely to the benefit of the Parties hereto and their respective successors

and permitted assigns, except, from and after the Effective Time, for the rights of the Indemnitees as provided in Section 7.13.

(b) No

Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent

of each other Party hereto, except that any of Parent or Merger Sub may transfer or assign its rights and obligations under this Agreement,

in whole or from time to time in part, to one or more of its Affiliates at any time, in which case all references herein to Parent or

Merger Sub, as applicable, shall be deemed references to such other Affiliate, except that all representations and warranties made herein

with respect to Parent or Merger Sub, as applicable, as of the date of this Agreement shall be deemed to be representations and warranties

made with respect to such other Affiliate as of the date of such assignment.

Section 10.07 Governing

Law. This Agreement, and all disputes, claims, actions, suits or proceedings based upon,

arising out of or related to this Agreement or the transactions contemplated hereby, shall be governed by and construed in accordance

with the laws of the State of Delaware, without regard to the conflicts of law rules or principles that would result in the application

of the law of any other state.

Section 10.08 Jurisdiction/Venue.

Each of the Parties hereto irrevocably and unconditionally agrees that any legal action or proceeding with respect to this Agreement

and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and

the rights and obligations arising hereunder brought by the other Party hereto or its successors or assigns, shall be brought and determined

exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the

Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware).

Each of the Parties hereto hereby irrevocably and unconditionally submits with regard to any such action or proceeding for itself and

in respect of its property to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating

to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the

Parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any

action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above

named courts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process

commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment,

execution of judgment or otherwise) and (c) to the fullest extent permitted by Applicable Law, any claim that (i) the suit, action or

proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii)

this Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by Applicable

Law, each of the Parties hereto hereby consents to the service of process in accordance with Section 10.01; provided, that nothing

herein shall affect the right of any Party to serve legal process in any other manner permitted by Applicable Law.

Section 10.09 WAIVER

OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE

UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY

WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING

TO THIS AGREEMENT, THE MERGER OR THE OTHER TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE,

AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,

SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES

THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS

AND CERTIFICATIONS IN THIS SECTION 10.09.

Section 10.10 Counterparts;

Effectiveness. This Agreement may be signed in any number of counterparts, including by

facsimile, by email with .pdf attachments, or by other electronic signatures (including DocuSign and AdobeSign), each of which shall

be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become

effective when each Party hereto shall have received a counterpart hereof signed and delivered (by electronic communication, facsimile

or otherwise) by all of the other Parties hereto. Until and unless each Party has received a counterpart hereof signed by the other Party

hereto, this Agreement shall have no effect, and no Party shall have any right or obligation hereunder (whether by virtue of any other

oral or written agreement or other communication).

Section 10.11 Entire

Agreement. This Agreement (including all Exhibits, Annexes and Schedules, including the

Company Disclosure Schedule and the Parent Disclosure Schedule, attached to this Agreement), the CVR Agreement (including all Exhibits,

Annexes or Schedules thereto), the Confidentiality Agreement, the Company Voting Agreement (including all Exhibits, Annexes or Schedules

thereto) and the Parent Voting Agreement (including all Exhibits, Annexes or Schedules thereto) constitute the entire agreement between

the Parties with respect to the subject matter thereof and supersede all prior agreements and understandings, both oral and written,

between the Parties with respect to the subject matter thereof.

Section 10.12 Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental

Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement

shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance

of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such a determination, the

Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible

in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent

possible.

Section 10.13 Specific

Performance. The Parties’ rights in this Section 10.13 are an integral part

of the transactions contemplated by this Agreement. The Parties acknowledge and agree that irreparable harm would occur and that the

Parties would not have any adequate remedy at law (a) for any breach of any of the provisions of this Agreement or (b) in the event that

any of the provisions of this Agreement were not performed in accordance with their specific terms. It is accordingly agreed that (except

where this Agreement is validly terminated in accordance with Section 9.01) the Parties shall be entitled to an injunction or

injunctions to prevent breaches or threatened breaches of this Agreement and to specifically enforce the terms and provisions of this

Agreement, without proof of actual damages, and each Party further agrees to waive any requirement for the securing or posting of any

bond in connection with such remedy. For avoidance of doubt, the right to specific performance hereunder shall include the right of (i)

a Party to cause the Merger to be consummated on the terms and subject to the conditions set forth in this Agreement and (ii) Parent

to enforce the Company’s obligations under Section 7.03 notwithstanding the occurrence of a Company Adverse Recommendation

Change. The Parties further agree that by seeking the remedies provided for in this Section 10.13, a Party shall not in any respect

waive its right to any other form of relief that may be available to a Party under this Agreement, nor shall the commencement of any

action pursuant to this Section 10.13 or anything contained in this Section 10.13 restrict or limit any Party’s right

to terminate this Agreement in accordance with the terms of Section 9.01 or pursue any other remedies under this Agreement that

may be available then or thereafter. In no event shall the Company or Parent be entitled to both (i) specific performance to cause the

other Party to consummate the Closing and (ii) the payment of the applicable No Vote Payment.

{Remainder of page intentionally left blank;

signature page follows}

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to

be duly executed by their respective authorized officers as of the date first written above.

SCANCELL HOLDINGS PLC

By:

/s/ Phillip John L’Huillier

Name: Phillip John L’Huillier

Title: CEO

SCANCELL MERGER SUB, INC.

By:

/s/ Phillip John L’Huillier

Name: Phillip John L’Huillier

Title: CEO and President

NEUPHORIA THERAPEUTICS INC.

By:

/s/ Spyros Papapetropoulos

Name: Spyros Papapetropoulos

Title: Interim Chief Executive Officer and Director

[Signature Page to Merger Agreement]

Exhibit A

Form

of COMPANY voting & Support Agreement

Exhibit

Form

of PARENT voting & Support Agreement

Exhibit

Form

of subscription Agreement

Exhibit

Form

of cvr Agreement

EX-10.1 — FORM OF COMPANY VOTING AND SUPPORT AGREEMENT

EX-10.1

Filename: ea029891401ex10-1.htm · Sequence: 3

Exhibit 10.1

COMPANY VOTING

AND Support AGREEMENT

THIS COMPANY VOTING AND SUPPORT

AGREEMENT (this “Agreement”) is made and entered into as of July 23, 2026, by and among Scancell Holdings plc,

a public limited company incorporated under the laws of England and Wales (“Parent”), Scancell Merger Sub, Inc., a Delaware

corporation and an indirect wholly owned Subsidiary of Parent (“Merger Sub”), and the stockholder(s) of Neuphoria

Therapeutics Inc., a Delaware corporation (the “Company”) listed on Schedule A hereto (“Securityholder”).

Capitalized terms used but not defined herein are used as they are defined in the Merger Agreement (as defined below).

RECITALS:

WHEREAS, Securityholder is

the record or beneficial owner of the securities of the Company (including options, warrants and convertible securities) as set forth

opposite Securityholder’s name on Schedule A hereto (such securities, together with any other securities of the Company

or Parent acquired by Securityholder after the date hereof and during the term of this Agreement, being collectively referred to herein

as the “Subject Securities”).

WHEREAS, Upon the satisfaction

or waiver of the terms and conditions of the Agreement and Plan of Merger by and among Parent, Merger Sub and the Company, dated as of

the date hereof (as amended, restated or supplemented from time to time, the “Merger Agreement”), Merger Sub will

be merged with and into the Company, with the Company to be the surviving corporation of such merger (the “Merger”).

WHEREAS, In order to induce

Parent and Merger Sub to enter into the Merger Agreement and in consideration of the execution thereof by Parent and Merger Sub and to

enhance the likelihood that the Merger and the other transactions contemplated by the Merger Agreement (collectively, the “Transactions”)

will be consummated, Securityholder, solely in Securityholder’s capacity as holder of the Subject Securities, has entered into

this Agreement and agrees to be bound hereby.

NOW THEREFORE, in consideration of the promises

and the covenants and agreements set forth below, and for good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereby agree as follows:

1. No

Transfer of Subject Securities. During the term of this Agreement, Securityholder shall not cause or permit any Transfer (as defined

below) of any of the Subject Securities or enter into any agreement, option or arrangement with respect to a Transfer of any of the Subject

Securities. Following the date hereof and except as required by this Agreement, Securityholder shall not deposit (or permit the deposit

of) any Subject Securities in a voting trust or grant any proxy or enter into any voting agreement or similar agreement with respect

to any of the Subject Securities or in any way grant any other Person any right whatsoever with respect to the voting or disposition

of the Subject Securities. For purposes hereof, a Person shall be deemed to have effected a “Transfer” of Subject

Securities if such Person directly or indirectly: (a) sells, pledges, encumbers, grants an option with respect to, transfers, assigns,

or otherwise disposes of any Subject Securities, or any interest in such Subject Securities; or (b) enters into an agreement or commitment

providing for the sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such Subject

Securities or any interest therein. Notwithstanding the foregoing, Securityholder may make (i) solely for Securityholders who are individuals,

transfers by will or by operation of law or other transfers for estate-planning purposes or charitable purposes, in which case this Agreement

shall bind the transferee, (ii) with respect to Securityholder’s Company Stock Options which expire on or prior to the termination

of this Agreement, transfers, sale, or other disposition of Subject Securities to the Company as payment for or to fund the payment of

the (x) exercise price of Securityholder’s Company Stock Options and (y) taxes applicable to the exercise of Securityholder’s

Company Stock Options, (iii) if Securityholder is a partnership or limited liability company, a transfer to one or more partners or members

of Securityholder or to an Affiliated corporation, trust or other entity under common control with Securityholder, or if Securityholder

is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed a voting agreement

in substantially the form hereof, (iv) transfers to a transferee that has signed a voting agreement in substantially the form hereof

or (v) pursuant to a Rule 10b5-1 trading plan in effect as of the date hereof; provided that, in each of (i), (iii)

and (iv) above, as a condition to such transfer the transferee agrees in writing to be bound by the terms and conditions of this

Agreement. If any voluntary or involuntary transfer of any Subject Securities covered hereby shall occur (including a transfer or disposition

permitted by Section 1(i) through Section 1(v), sale by a Securityholder’s trustee in bankruptcy, or a sale to a

purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and

subsequent transferees of the initial transferee) shall take and hold such Subject Securities subject to all of the restrictions, liabilities

and rights under this Agreement, which shall continue in full force and effect, notwithstanding that such transferee is not a Securityholder

and has not executed a counterpart hereof or joinder hereto.

2. Agreement

to Vote Shares. At any meeting of stockholders of the Company or at any adjournment thereof, in any action by written consent or

in any other circumstances upon which Securityholder’s vote, consent or other approval is sought, Securityholder shall (a) appear

(in person or by proxy) at each such meeting or otherwise cause all of the Subject Securities that such Securityholder is entitled to

vote to be counted as present thereat for purposes of calculating a quorum and (b) vote (or cause to be voted, in person or by proxy),

as applicable, all of the Subject Securities that are then entitled to be voted (i) in favor of: (1) the Merger Agreement and the Transactions,

and (2) any proposal to adjourn or postpone such meeting of stockholders of the Company to a later date if there are not sufficient votes

to approve the Merger Agreement and the Transactions; and (ii) against (1) any Company Acquisition Proposal, or any of the transactions

contemplated thereby, (2) any action, proposal, transaction, or agreement which could reasonably be expected to result in a

breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or

of Securityholder under this Agreement, and (3) any action, proposal, transaction, or agreement that could reasonably

be expected to impede, interfere with, delay, discourage, adversely affect, or inhibit the timely consummation of the Transactions or

the fulfillment of the Company’s conditions under the Merger Agreement or change in any manner the voting rights

of any class of shares of the Company (including any amendments to the Company Organizational Documents). Securityholder agrees that

the Subject Securities that are entitled to be voted shall be voted (or caused to be voted) as set forth in the preceding sentence whether

or not such Securityholder’s vote, consent or other approval is sought on only one or on any combination of the matters set forth

in this Section 2 and at any time or at multiple times during the term of this Agreement.

3. Irrevocable

Proxy. The Securityholder hereby revokes (or agrees to cause to be revoked) any proxies that the Securityholder has heretofore granted

with respect to the Subject Securities. The Securityholder hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on

behalf of the Securityholder, for and in the name, place and stead of the Securityholder, to: (a) attend any and all meetings of the

Company’s stockholders, (b) vote, express consent or dissent or issue instructions to the record holder to vote the Subject Securities

in accordance with the provisions of Section 2 at any and all meetings of the Company’s stockholders or in connection with

any action sought to be taken by written consent of the Company’s stockholders without a meeting and (c) grant or withhold, or

issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 3, all written consents

with respect to the Subject Securities at any and all meetings of the Company’s stockholders or in connection with any action sought

to be taken by written consent of the Company’s stockholders without a meeting. Parent agrees not to exercise the proxy granted

herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled

with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity

of the Securityholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of law or upon

the occurrence of any other event other than the termination of this Agreement pursuant to Section 9. The Securityholder authorizes

such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution

or revocation with the secretary of the Company. The Securityholder hereby affirms that the proxy set forth in this Section 3

is given in connection with and granted in consideration of and as an inducement to Parent, the Company and the Merger Sub to enter into

the Merger Agreement and that such proxy is given to secure the obligations of the Securityholder under Section 2. The proxy set

forth in this Section 3 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination

of this Agreement pursuant to Section 9. With respect to any Subject Securities that are owned beneficially by the Securityholder

but are not held of record by the Securityholder (other than shares beneficially owned by the Securityholder that are held in the name

of a bank, broker or nominee), the Securityholder shall take all action necessary to cause the record holder of such Subject Securities

to grant the irrevocable proxy and take all other actions provided for in this Section 3 with respect to such Subject Securities.

4. Opportunity

to Review. Securityholder acknowledges receipt of the Merger Agreement and represents that he, she, or it has had (a) the opportunity

to review, and has read, reviewed and understands, the terms and conditions of the Merger Agreement and this Agreement, and (b) the opportunity

to review and discuss the Merger Agreement, the Transactions and this Agreement with his, her or its own advisors and legal counsel.

5. No

Inconsistent Agreements. Each Securityholder hereby represents, covenants and agrees that, except for this Agreement, such Securityholder

(a) has not entered into any voting agreement, voting trust or similar agreement or understanding with respect to any of the Subject

Securities, and shall not enter into any other voting agreement, voting trust or similar agreement or understanding with respect to any

of the Subject Securities, (b) has not granted, and shall not grant at any time prior to the Expiration Date, a proxy, consent or

power of attorney with respect to any of the Subject Securities (other than pursuant to Section 2), (c) has not given, and

shall not give, prior to the Expiration Date, any voting instructions or authorities in any manner inconsistent with Section 2,

with respect to any of the Subject Securities and (d) has not taken and shall not take any action that would reasonably be expected

to constitute a breach hereof or make any representation or warranty of such Securityholder contained herein untrue or incorrect or have

the effect of preventing such Securityholder from performing any of its obligations under this Agreement.

6. Confidentiality;

Further Assurances and Public Disclosure. From the date of this Agreement until the Closing, Securityholder shall not make any public

announcements regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby; provided, however,

that nothing herein shall be deemed to prohibit such public announcement (a) that the Company and Parent agree upon in writing, or (b)

required by obligations pursuant to any listing agreement with any national securities exchange or stock market or Applicable Law. From

time to time and without additional consideration, each Securityholder shall execute and deliver, or cause to be executed and delivered,

such additional instruments, and shall take such further actions, as the Company or Parent may reasonably request for the purpose of

carrying out the intent of this Agreement. Without limiting the foregoing, each Securityholder hereby severally as to itself only, but

not jointly with any other Securityholder, authorizes Parent and the Company to publish and disclose in any public filing made in connection

with the Merger Agreement and the transactions contemplated thereby and in any other announcement or disclosure required by applicable

Law, such Securityholder’s identity and ownership of the Subject Securities and the nature of such Securityholder’s obligations

under this Agreement and authorizes the Company and Parent to include this Agreement as an exhibit to any filing required to be made

by the Company or Parent, as applicable, with the SEC in connection with the Merger Agreement and the Transactions.

7. Waiver

of Appraisal Rights. In connection with the Transactions, the Securityholder hereby expressly (a) waives, to the extent permitted

under applicable Law, any and all rights under Section 262 of the Delaware General Corporation Law, a copy of which is attached hereto

as Appendix I, with respect to any Subject Securities and any and all rights under any other applicable Law granting the Securityholder

the right to have any Subject Securities appraised in connection with the Transactions or to otherwise dissent from the Transactions,

(b) agrees that the Securityholder will not, under any circumstances in connection with the Transactions, exercise any dissenters’

or appraisal rights in respect of any Subject Securities, and (c) agrees that the Securityholder will not bring, commence, institute,

maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court

or before any governmental body, which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement

or (ii) alleges that the execution and delivery of this Agreement by the Securityholder, or the approval of the Merger Agreement by the

board of directors of the Company, breaches any fiduciary duty of the board of directors of the Company or any member thereof; provided

that the Securityholder may defend against, contest or settle any such action, claim, suit or cause of action brought against the Securityholder

that relates solely to the Securityholder’s capacity as a director, officer or securityholder of the Company.

8. Representations

and Warranties of Securityholder. Securityholder hereby represents and warrants as follows:

(a) Securityholder

(i) is the record or beneficial owner of the Subject Securities, free and clear of any liens, adverse claims, charges or other encumbrances

of any nature whatsoever (other than pursuant to (x) restrictions on transfer under applicable securities laws, or (y) this Agreement),

and (ii) does not beneficially own any securities of the Company (including options, warrants or convertible securities) other than the

Subject Securities set forth opposite its name on Schedule A.

(b) Except

with respect to obligations under the bylaws of the Company, as applicable, Securityholder has the sole right to Transfer, to vote (or

cause to vote) and to direct (or cause to direct) the voting of the Subject Securities, and none of the Subject Securities are subject

to any voting trust or other agreement, arrangement or restriction with respect to the Transfer or the voting of the Subject Securities

(other than restrictions on transfer under applicable securities laws), except as set forth in this Agreement.

(i) if not a natural person, is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization,

and (ii) has the requisite corporate, company, partnership or other power and authority to execute and deliver this Agreement, to consummate

the transactions contemplated hereby and to comply with the terms hereof. The execution and delivery by Securityholder of this Agreement,

the consummation by Securityholder of the transactions contemplated hereby and the compliance by Securityholder with the provisions hereof

have been duly authorized by all necessary corporate, company, partnership or other action on the part of Securityholder, and no other

corporate, company, partnership or other proceedings on the part of Securityholder are necessary to authorize this Agreement, to consummate

the transactions contemplated hereby or to comply with the provisions hereof.

(d) This

Agreement has been duly executed and delivered by Securityholder, constitutes a valid and binding obligation of Securityholder and, assuming

due authorization, execution and delivery by the other parties thereto, is enforceable against Securityholder in accordance with its

terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or

other similar laws affecting or relating to creditors’ rights generally, and (ii) the availability of injunctive relief and other

equitable remedies.

(e) As

of the date hereof, there is no Action pending against Securityholder or, to the knowledge of Securityholder, threatened against Securityholder

or any of its Subsidiaries or Affiliates or any of the Securityholder’s properties or assets (including the Subject Shares), or

any Order to which Securityholder or any of its Subsidiaries or Affiliates is subject that could reasonably be expected to prevent, delay

or impair the ability of the Securityholder to perform the Securityholder’s obligations hereunder or to consummate the transactions

contemplated hereby.

(f) The

execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and compliance with the provisions

hereof do not and will not conflict with, or result in (i) any violation or breach of, or default (with or without notice or lapse of

time, or both) under, any provision of the organizational documents of Securityholder, if applicable, (ii) any material violation or

breach of, or default (with or without notice or lapse of time, or both) under any (x) statute, law, ordinance, rule or regulation or

(y) judgment, order or decree, in each case, applicable to Securityholder or its properties or assets, or (iii) any material violation

or breach of, or default (with or without notice or lapse of time, or both) under any material contract, trust, commitment, agreement,

understanding, arrangement or restriction of any kind to which Securityholder is a party or by which Securityholder or Securityholder’s

assets are bound.

(g) The

Securityholder has had the opportunity to review the Merger Agreement, including the provisions relating to the payment and allocation

of the consideration to be paid to the stockholders of the Company, and this Agreement with counsel of the Securityholder’s own

choosing. The Securityholder has had an opportunity to review with its own tax advisors the tax consequences of the Merger and the transactions

contemplated by the Merger Agreement. The Securityholder understands that it must rely solely on its advisors and not on any statements

or representations made by Parent, the Company or any of their respective agents or representatives. The Securityholder understands that

such Securityholder (and not Parent, the Company or the Surviving Corporation) shall be responsible for such Securityholder’s tax

liability that may arise as a result of the Merger or the transactions contemplated by the Merger Agreement. The Securityholder understands

and acknowledges that the Company, Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Securityholder’s

execution, delivery and performance of this Agreement.

9. Termination.

This Agreement shall terminate automatically upon the earliest of (a) the Effective Time, (b) such date and time as the Merger Agreement

shall be terminated in accordance with its terms, (c) as to Securityholder, such date and time as (i) any amendment or change to the

Merger Agreement is effected without Securityholder’s prior written consent that decreases the amount, or changes the form, of

consideration payable under the Merger Agreement (provided, that any decrease in the amount of or change to the form of consideration

payable under the Merger Agreement that is effected in accordance with Section [2] of the Merger Agreement shall not constitute an amendment

or change to the Merger Agreement for purposes of this Section 9(c)(i)), (ii) any waiver, supplement, amendment or change to the

Merger Agreement is effected without Securityholder’s prior written consent that otherwise materially and adversely affects Securityholder,

or (iii) upon a Company Adverse Recommendation Change and (d) as to Securityholder, at such date and time as may be set forth in a written

agreement of Parent and Securityholder (each of (a) through (d), the “Expiration Date”). In the event of the termination

of this Agreement, this Agreement shall forthwith become null and void, there shall be no liability on the part of any of the parties,

and all rights and obligations of each party hereto shall cease; provided, however, that (i) no such termination of this

Agreement shall relieve any party hereto from any liability for any breach of any provision of this Agreement prior to such termination,

and (ii) Section 6 and Section 10 through Section 21 hereof shall survive any termination of this Agreement.

10. No

Solicitation. Subject to Section 11, Securityholder shall not, and shall cause its Subsidiaries (if any) not to, and

shall use its reasonable best efforts to cause its Affiliates and Representatives (if any) not to: (a) directly or indirectly solicit,

seek, initiate, knowingly encourage, or knowingly facilitate any inquiries regarding, or the making of, any submission or announcement

of a proposal or offer that constitutes, or is reasonably likely to lead to, any Company Acquisition Proposal; (b) directly or indirectly

engage in, continue, or otherwise participate in any discussions or negotiations regarding, or furnish or afford access to any other

Person any information in connection with or for the purpose of encouraging or facilitating, any proposal or offer that constitutes,

or is reasonably likely to lead to, any Company Acquisition Proposal; (c) enter into any agreement, agreement in principle,

letter of intent, memorandum of understanding, or similar arrangement with respect to a Company Acquisition Proposal; (d) solicit proxies

with respect to a Company Acquisition Proposal (other than the Transactions and the Merger Agreement) or otherwise encourage

or assist any Person in taking or planning any action that is reasonably likely to compete with, restrain, or otherwise serve to interfere

with or inhibit the timely consummation of the Transactions in accordance with the terms of the Merger Agreement; or (e) initiate

a stockholders’ vote or action by written consent of the Company’s stockholders with respect to a Company Acquisition Proposal.

11. No Agreement as

Director or Officer. To the extent Securityholder is a director or an officer of the Company or any of the Company’s Subsidiaries,

Securityholder makes no agreement or understanding in this Agreement in Securityholder’s capacity as such director

or officer, and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Securityholder in Securityholder’s

capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions

shall be deemed a breach of this Agreement; or (b) will be construed to prohibit, limit, or restrict Securityholder from exercising

Securityholder’s fiduciary duties as an officer or director of the Company, any of the Company’s Subsidiaries or any of their

respective stockholders.

12. No

Securityholder Litigation. Securityholder agrees not to commence or participate in, and to take all actions necessary to opt out

of any class in any class action with respect to, any claim, derivative or otherwise, that may be brought against the Company, Parent,

Merger Sub or any of their respective successors and assigns relating to the negotiation, execution or delivery of this Agreement, the

Merger Agreement or the consummation of the transactions contemplated hereby or thereby; provided that this Section 12

shall not be deemed a waiver of any rights of Securityholder or its Affiliates for any breach of this Agreement or the Merger Agreement

by Parent, the Company or any of their respective Affiliates.

13. Voluntary

Execution of Agreement. This Agreement is executed voluntarily and without any duress or undue influence on the part or behalf of

the parties. Each of the parties hereby acknowledges, represents and warrants that (a) it has read and fully understood the Merger Agreement,

including the provisions relating to the payment and allocation of the consideration to be paid to Securityholders of the Company, this

Agreement and the implications and consequences thereof; (b) it has been represented in the preparation, negotiation, and execution of

this Agreement by legal counsel of its own choice, or it has made a voluntary and informed decision to decline to seek such counsel;

and (c) it is fully aware of the legal and binding effect of this Agreement. The Securityholder has had an opportunity to review with

its own tax advisors the tax consequences of the Transactions. The Securityholder understands that it must rely solely on its advisors

and not on any statements or representations made by Parent, the Company or any of their respective agents or representatives. The Securityholder

understands that such Securityholder (and not Parent, or the Company) shall be responsible for such Securityholder’s tax liability

that may arise as a result of the Transactions. The Securityholder understands and acknowledges that Parent, the Company and Merger Sub

are entering into the Merger Agreement in reliance upon the Securityholder’s execution, delivery and performance of this Agreement.

14. Successors,

Assigns and Transferees Bound. Without limiting Section 1 hereof in any way, each Securityholder agrees that this Agreement

and the obligations hereunder shall attach to the Subject Securities from the date hereof through the termination of this Agreement and

shall, to the extent permitted by Applicable Laws, be binding upon any Person to which legal or beneficial ownership of the Subject Securities

shall pass, whether by operation of law or otherwise, including Securityholder’s heirs, guardians, administrators or successors,

and Securityholder further agrees to take all reasonable actions necessary to effectuate the foregoing.

15. Remedies.

Any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred

hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other

remedy. Securityholder acknowledges that money damages would be both incalculable and an insufficient remedy for any breach of this Agreement

by it, and that any such breach would cause Parent irreparable harm. Accordingly, Securityholder agrees that in the event of any breach

or threatened breach of this Agreement, Parent, in addition to any other remedies at law or in equity each may have, shall be entitled

to seek immediate equitable relief, including injunctive relief and specific performance, without the necessity of proving the inadequacy

of money damages as a remedy and without the necessity of posting any bond or other security, to prevent breaches of this Agreement and

to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction.

16. Notices.

All notices and other communications hereunder shall be in writing (including electronic mail) and shall be deemed to have been duly

given in accordance with the terms of the Merger Agreement and addressed to the respective parties as follows: if to Company, Parent

or Merger Sub, to the address or electronic mail address set forth in Section 10.01 of the Merger Agreement and if to Securityholder,

to the address or electronic mail address set forth on Schedule A hereto or to such other address or electronic mail address as

such party may hereafter specify for the purpose of providing notice to the other party hereto.

17. Severability.

Any provision hereof that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent

of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability

in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by

Applicable Law, each party hereby waives any provision of Applicable Law that renders any such provision prohibited or unenforceable

in any respect.

18. Entire

Agreement/Amendment. This Agreement (including the provisions of the Merger Agreement referenced herein) represent the entire agreement

of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral,

among the parties with respect to the subject matter hereof. This Agreement may not be amended, modified, altered or supplemented except

by means of a written instrument executed and delivered by the parties hereto.

19. Governing

Law. This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out

of or relate to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by and construed in

accordance with the internal laws of the State of Delaware without reference to its choice of law rules. Each party agrees that any legal

action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement shall be brought or

otherwise commenced exclusively in the Court of Chancery of the State of Delaware or any federal court of competent jurisdiction in the

State of Delaware. Each of the parties consents to service of process in any such proceeding in any manner permitted by the laws of the

State of Delaware, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified

pursuant to Section 16 of this Agreement is reasonably calculated to give actual notice. Each party waives and agrees not to assert

(by way of motion, as a defense or otherwise), in any such legal proceeding commenced in such courts, any claim that such party is not

subject personally to the jurisdiction of such courts, that such legal proceeding has been brought in an inconvenient forum, that the

venue of such proceeding is improper or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such

courts. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT,

TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE

AND ENFORCEMENT HEREOF.

20. No

Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement

shall not constitute or be deemed to evidence a Contract, agreement, arrangement or understanding between the parties hereto unless and

until (a) the board of directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations and any

applicable provision of the certificate of incorporation of the Company, the Merger Agreement and the Transactions, (b) the Merger Agreement

is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

21. Counterparts.

This Agreement may be executed by delivery of electronic signatures and in two or more counterparts, each of which shall be deemed an

original, and it shall not be necessary in making proof of this Agreement or the terms hereof to produce or account for more than one

of such counterparts.

[SIGNATURE

PAGES FOLLOW]

Witness Whereof, the parties have caused this Agreement to be executed as of the date first above written.

SECURITYHOLDER

By:

Name:

Title:

[Signature Page to Company Voting and Support Agreement]

Witness Whereof, the parties have caused this Agreement to be executed as of the date first above written.

NEUPHORIA THERAPEUTICS INC.

By:

Name:

Title:

SCANCELL HOLDINGS PLC

By:

Name:

Title:

SCANCELL MERGER SUB, INC.

By:

Name:

Title:

[Signature Page to Company Voting and Support Agreement]

SCHEDULE A

Name,

Address and Electronic Mail Address of Securityholder

Number and

Class of

Subject Securities

[●]

APPENDIX I

Section 262 of the Delaware General Corporation

Law

§ 262. Appraisal rights

(a) Any stockholder of a corporation of this

State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such

shares, who continuously holds such shares through the effective date of the merger, consolidation, conversion, transfer, domestication

or continuance, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger, consolidation,

conversion, transfer, domestication or continuance nor consented thereto in writing pursuant to § 228 of this title shall be entitled

to an appraisal by the Court of Chancery of the fair value of the stockholder’s shares of stock under the circumstances described

in subsections (b) and (c) of this section. As used in this section, the word “stockholder” means a holder of record of stock

in a corporation; the words “stock” and “share” mean and include what is ordinarily meant by those words; the

words “depository receipt” mean a receipt or other instrument issued by a depository representing an interest in 1 or more

shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository; the words “beneficial

owner” mean a person who is the beneficial owner of shares of stock held either in voting trust or by a nominee on behalf of such

person; and the word “person” means any individual, corporation, partnership, unincorporated association or other entity.

(b) Appraisal rights shall be available for the

shares of any class or series of stock of a constituent, converting, transferring, domesticating or continuing corporation in a merger,

consolidation, conversion, transfer, domestication or continuance to be effected pursuant to § 251 (other than a merger effected

pursuant to § 251(g) of this title), § 252, § 254, § 255, § 256, § 257, § 258, § 263, §

264, § 266 or § 390 of this title (other than, in each case and solely with respect to a converted or domesticated corporation,

a merger, consolidation, conversion, transfer, domestication or continuance authorized pursuant to and in accordance with the provisions

of § 265 or § 388 of this title):

(1) Provided, however, that no appraisal

rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect

thereof, at the record date fixed to determine the stockholders entitled to receive notice of the meeting of stockholders, or at the

record date fixed to determine the stockholders entitled to consent pursuant to § 228 of this title, to act upon the agreement of

merger or consolidation or the resolution providing for the conversion, transfer, domestication or continuance (or, in the case of a

merger pursuant to § 251(h) of this title, as of immediately prior to the execution of the agreement of merger), were either: (i)

listed on a national securities exchange or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights

shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval

the vote of the stockholders of the surviving corporation as provided in § 251(f) of this title.

(2) Notwithstanding paragraph (b)(1)

of this section, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent,

converting, transferring, domesticating or continuing corporation if the holders thereof are required by the terms of an agreement of

merger or consolidation, or by the terms of a resolution providing for conversion, transfer, domestication or continuance, pursuant to

§ 251, § 252, § 254, § 255, § 256, § 257, § 258, § 263, § 264, § 266 or § 390

of this title to accept for such stock anything except:

a. Shares of stock of the corporation

surviving or resulting from such merger or consolidation, or of the converted entity or the entity resulting from a transfer, domestication

or continuance if such entity is a corporation as a result of the conversion, transfer, domestication or continuance, or depository receipts

in respect thereof;

b. Shares of stock of any other corporation,

or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at

the effective date of the merger, consolidation, conversion, transfer, domestication or continuance will be either listed on a national

securities exchange or held of record by more than 2,000 holders;

c. Cash in lieu of fractional shares

or fractional depository receipts described in the foregoing paragraphs (b)(2)a. and b. of this section; or

d. Any combination of the shares of stock,

depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a.,

b. and c. of this section.

(3) In the event all of the stock of

a subsidiary Delaware corporation party to a merger effected under § 253 or § 267 of this title is not owned by the parent

immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation.

(4) [Repealed.]

of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a

result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation,

the sale of all or substantially all of the assets of the corporation or a conversion effected pursuant to § 266 of this title or

a transfer, domestication or continuance effected pursuant to § 390 of this title. If the certificate of incorporation contains

such a provision, the provisions of this section, including those set forth in subsections (d), (e), and (g) of this section, shall apply

as nearly as is practicable.

(d) Appraisal rights shall be perfected as follows:

(1) If a proposed merger, consolidation,

conversion, transfer, domestication or continuance for which appraisal rights are provided under this section is to be submitted for approval

at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was

such on the record date for notice of such meeting (or such members who received notice in accordance with § 255(c) of this title)

with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) of this section that appraisal rights

are available for any or all of the shares of the constituent corporations or the converting, transferring, domesticating or continuing

corporation, and shall include in such notice either a copy of this section (and, if 1 of the constituent corporations or the converting

corporation is a nonstock corporation, a copy of § 114 of this title) or information directing the stockholders to a publicly available

electronic resource at which this section (and, § 114 of this title, if applicable) may be accessed without subscription or cost.

Each stockholder electing to demand the appraisal of such stockholder’s shares shall deliver to the corporation, before the taking

of the vote on the merger, consolidation, conversion, transfer, domestication or continuance, a written demand for appraisal of such stockholder’s

shares; provided that a demand may be delivered to the corporation by electronic transmission if directed to an information processing

system (if any) expressly designated for that purpose in such notice. Such demand will be sufficient if it reasonably informs the corporation

of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder’s shares.

A proxy or vote against the merger, consolidation, conversion, transfer, domestication or continuance shall not constitute such a demand.

A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective

date of such merger, consolidation, conversion, transfer, domestication or continuance, the surviving, resulting or converted entity shall

notify each stockholder of each constituent or converting, transferring, domesticating or continuing corporation who has complied with

this subsection and has not voted in favor of or consented to the merger, consolidation, conversion, transfer, domestication or continuance,

and any beneficial owner who has demanded appraisal under paragraph (d)(3) of this section, of the date that the merger, consolidation

or conversion has become effective; or

(2) If the merger, consolidation, conversion,

transfer, domestication or continuance was approved pursuant to § 228, § 251(h), § 253, or § 267 of this title, then

either a constituent, converting, transferring, domesticating or continuing corporation before the effective date of the merger, consolidation,

conversion, transfer, domestication or continuance, or the surviving, resulting or converted entity within 10 days after such effective

date, shall notify each stockholder of any class or series of stock of such constituent, converting, transferring, domesticating or continuing

corporation who is entitled to appraisal rights of the approval of the merger, consolidation, conversion, transfer, domestication or

continuance and that appraisal rights are available for any or all shares of such class or series of stock of such constituent, converting,

transferring, domesticating or continuing corporation, and shall include in such notice either a copy of this section (and, if 1 of the

constituent corporations or the converting, transferring, domesticating or continuing corporation is a nonstock corporation, a copy of

§ 114 of this title) or information directing the stockholders to a publicly available electronic resource at which this section

(and § 114 of this title, if applicable) may be accessed without subscription or cost. Such notice may, and, if given on or after

the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, shall, also notify such stockholders

of the effective date of the merger, consolidation, conversion, transfer, domestication or continuance. Any stockholder entitled to appraisal

rights may, within 20 days after the date of giving such notice or, in the case of a merger approved pursuant to § 251(h) of this

title, within the later of the consummation of the offer contemplated by § 251(h) of this title and 20 days after the date of giving

such notice, demand in writing from the surviving, resulting or converted entity the appraisal of such holder’s shares; provided

that a demand may be delivered to such entity by electronic transmission if directed to an information processing system (if any) expressly

designated for that purpose in such notice. Such demand will be sufficient if it reasonably informs such entity of the identity of the

stockholder and that the stockholder intends thereby to demand the appraisal of such holder’s shares. If such notice did not notify

stockholders of the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, either (i) each

such constituent corporation or the converting, transferring, domesticating or continuing corporation shall send a second notice before

the effective date of the merger, consolidation, conversion, transfer, domestication or continuance notifying each of the holders of

any class or series of stock of such constituent, converting, transferring, domesticating or continuing corporation that are entitled

to appraisal rights of the effective date of the merger, consolidation, conversion, transfer, domestication or continuance or (ii) the

surviving, resulting or converted entity shall send such a second notice to all such holders on or within 10 days after such effective

date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice or, in the case

of a merger approved pursuant to § 251(h) of this title, later than the later of the consummation of the offer contemplated by §

251(h) of this title and 20 days following the sending of the first notice, such second notice need only be sent to each stockholder

who is entitled to appraisal rights and who has demanded appraisal of such holder’s shares in accordance with this subsection and

any beneficial owner who has demanded appraisal under paragraph (d)(3) of this section. An affidavit of the secretary or assistant secretary

or of the transfer agent of the corporation or entity that is required to give either notice that such notice has been given shall, in

the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive

either notice, each constituent corporation or the converting, transferring, domesticating or continuing corporation may fix, in advance,

a record date that shall be not more than 10 days prior to the date the notice is given, provided, that if the notice is given on or

after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, the record date shall be such

effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of

business on the day next preceding the day on which the notice is given.

(3) Notwithstanding subsection (a)

of this section (but subject to this paragraph (d)(3)), a beneficial owner may, in such person’s name, demand in writing an appraisal

of such beneficial owner’s shares in accordance with either paragraph (d)(1) or (2) of this section, as applicable; provided that

(i) such beneficial owner continuously owns such shares through the effective date of the merger, consolidation, conversion, transfer,

domestication or continuance and otherwise satisfies the requirements applicable to a stockholder under the first sentence of subsection

(a) of this section and (ii) the demand made by such beneficial owner reasonably identifies the holder of record of the shares for which

the demand is made, is accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement

that such documentary evidence is a true and correct copy of what it purports to be, and provides an address at which such beneficial

owner consents to receive notices given by the surviving, resulting or converted entity hereunder and to be set forth on the verified

list required by subsection (f) of this section.

(e) Within 120 days after the effective date

of the merger, consolidation, conversion, transfer, domestication or continuance, the surviving, resulting or converted entity, or any

person who has complied with subsections (a) and (d) of this section and who is otherwise entitled to appraisal rights, may commence

an appraisal proceeding by filing a petition in the Court of Chancery demanding a determination of the value of the stock of all such

stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger, consolidation, conversion,

transfer, domestication or continuance, any person entitled to appraisal rights who has not commenced an appraisal proceeding or joined

that proceeding as a named party shall have the right to withdraw such person’s demand for appraisal and to accept the terms offered

upon the merger, consolidation, conversion, transfer, domestication or continuance. Within 120 days after the effective date of the merger,

consolidation, conversion, transfer, domestication or continuance, any person who has complied with the requirements of subsections (a)

and (d) of this section, upon request given in writing (or by electronic transmission directed to an information processing system (if

any) expressly designated for that purpose in the notice of appraisal), shall be entitled to receive from the surviving, resulting or

converted entity a statement setting forth the aggregate number of shares not voted in favor of the merger, consolidation, conversion,

transfer, domestication or continuance (or, in the case of a merger approved pursuant to § 251(h) of this title, the aggregate number

of shares (other than any excluded stock (as defined in § 251(h)(6)d. of this title)) that were the subject of, and were not tendered

into, and accepted for purchase or exchange in, the offer referred to in § 251(h)(2) of this title)), and, in either case, with

respect to which demands for appraisal have been received and the aggregate number of stockholders or beneficial owners holding or owning

such shares (provided that, where a beneficial owner makes a demand pursuant to paragraph (d)(3) of this section, the record holder of

such shares shall not be considered a separate stockholder holding such shares for purposes of such aggregate number). Such statement

shall be given to the person within 10 days after such person’s request for such a statement is received by the surviving, resulting

or converted entity or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) of this

section, whichever is later.

(f) Upon the filing of any such petition by any

person other than the surviving, resulting or converted entity, service of a copy thereof shall be made upon such entity, which shall

within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list

containing the names and addresses of all persons who have demanded appraisal for their shares and with whom agreements as to the value

of their shares have not been reached by such entity. If the petition shall be filed by the surviving, resulting or converted entity,

the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice

of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving, resulting or converted

entity and to the persons shown on the list at the addresses therein stated. The forms of the notices by mail and by publication shall

be approved by the Court, and the costs thereof shall be borne by the surviving, resulting or converted entity.

(g) At the hearing on such petition, the Court

shall determine the persons who have complied with this section and who have become entitled to appraisal rights. The Court may require

the persons who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates

of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any person fails to comply

with such direction, the Court may dismiss the proceedings as to such person. If immediately before the merger, consolidation, conversion,

transfer, domestication or continuance the shares of the class or series of stock of the constituent, converting, transferring, domesticating

or continuing corporation as to which appraisal rights are available were listed on a national securities exchange, the Court shall dismiss

the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares

entitled to appraisal exceeds 1% of the outstanding shares of the class or series eligible for appraisal, (2) the value of the consideration

provided in the merger, consolidation, conversion, transfer, domestication or continuance for such total number of shares exceeds $1

million, or (3) the merger was approved pursuant to § 253 or § 267 of this title.

(h) After the Court determines the persons entitled

to an appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the Court of Chancery, including any rules

specifically governing appraisal proceedings. Through such proceeding the Court shall determine the fair value of the shares exclusive

of any element of value arising from the accomplishment or expectation of the merger, consolidation, conversion, transfer, domestication

or continuance, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair

value, the Court shall take into account all relevant factors. Unless the Court in its discretion determines otherwise for good cause

shown, and except as provided in this subsection, interest from the effective date of the merger, consolidation, conversion, transfer,

domestication or continuance through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the

Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date

of the merger, consolidation or conversion and the date of payment of the judgment. At any time before the entry of judgment in the proceedings,

the surviving, resulting or converted entity may pay to each person entitled to appraisal an amount in cash, in which case interest shall

accrue thereafter as provided herein only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of

the shares as determined by the Court, and (2) interest theretofore accrued, unless paid at that time. Upon application by the surviving,

resulting or converted entity or by any person entitled to participate in the appraisal proceeding, the Court may, in its discretion,

proceed to trial upon the appraisal prior to the final determination of the persons entitled to an appraisal. Any person whose name appears

on the list filed by the surviving, resulting or converted entity pursuant to subsection (f) of this section may participate fully in

all proceedings until it is finally determined that such person is not entitled to appraisal rights under this section.

(i) The Court shall direct the payment of the

fair value of the shares, together with interest, if any, by the surviving, resulting or converted entity to the persons entitled thereto.

Payment shall be so made to each such person upon such terms and conditions as the Court may order. The Court’s decree may be enforced

as other decrees in the Court of Chancery may be enforced, whether such surviving, resulting or converted entity be an entity of this

State or of any state.

(j) The costs of the proceeding may be determined

by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a person whose name appears

on the list filed by the surviving, resulting or converted entity pursuant to subsection (f) of this section who participated in the

proceeding and incurred expenses in connection therewith, the Court may order all or a portion of such expenses, including, without limitation,

reasonable attorney’s fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled

to an appraisal not dismissed pursuant to subsection (k) of this section or subject to such an award pursuant to a reservation of jurisdiction

under subsection (k) of this section.

(k) Subject to the remainder of this subsection,

from and after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, no person who has

demanded appraisal rights with respect to some or all of such person’s shares as provided in subsection (d) of this section shall

be entitled to vote such shares for any purpose or to receive payment of dividends or other distributions on such shares (except dividends

or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger, consolidation,

conversion, transfer, domestication or continuance). If a person who has made a demand for an appraisal in accordance with this section

shall deliver to the surviving, resulting or converted entity a written withdrawal of such person’s demand for an appraisal in

respect of some or all of such person’s shares in accordance with subsection (e) of this section, either within 60 days after such

effective date or thereafter with the written approval of the corporation, then the right of such person to an appraisal of the shares

subject to the withdrawal shall cease. Notwithstanding the foregoing, an appraisal proceeding in the Court of Chancery shall not be dismissed

as to any person without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just, including

without limitation, a reservation of jurisdiction for any application to the Court made under subsection (j) of this section; provided,

however that this provision shall not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding

as a named party to withdraw such person’s demand for appraisal and to accept the terms offered upon the merger, consolidation,

conversion, transfer, domestication or continuance within 60 days after the effective date of the merger, consolidation, conversion,

transfer, domestication or continuance, as set forth in subsection (e) of this section. If a petition for an appraisal is not filed within

the time provided in subsection (e) of this section, the right to appraisal with respect to all shares shall cease.

(l) The shares or other equity interests of the

surviving, resulting or converted entity to which the shares of stock subject to appraisal under this section would have otherwise converted

but for an appraisal demand made in accordance with this section shall have the status of authorized but not outstanding shares of stock

or other equity interests of the surviving, resulting or converted entity, unless and until the person that has demanded appraisal is

no longer entitled to appraisal pursuant to this section.

EX-10.2 — FORM OF PARENT VOTING AND SUPPORT DEED

EX-10.2

Filename: ea029891401ex10-2.htm · Sequence: 4

Exhibit 10.2

PARENT VOTING

AND Support DEED

THIS PARENT VOTING AND SUPPORT

DEED (this “Deed”) is made and entered into as of 23 July 2026, by and among Scancell Holdings plc, a public

limited company incorporated under the laws of England and Wales (“Parent”), Scancell Merger Sub, Inc., a Delaware

corporation and an indirect wholly owned Subsidiary of Parent (“Merger Sub”), Neuphoria Therapeutics Inc., a Delaware

corporation (the “Company”) and the shareholder(s) of Parent listed on Schedule A hereto (“Securityholder”).

Capitalized terms used but not defined herein are used as they are defined in the Merger Agreement (as defined below).

RECITALS:

WHEREAS, Securityholder is

the record or beneficial owner of the ordinary shares of 0.1 pence each in the capital of the Parent as set forth opposite Securityholder’s

name on Schedule A hereto (such securities, together with any other securities of the Company or Parent acquired by Securityholder

after the date hereof and during the term of this Deed, being collectively referred to herein as the “Subject Securities”).

WHEREAS, Upon the satisfaction

or waiver of the terms and conditions of the Agreement and Plan of Merger by and among Parent, Merger Sub and the Company, dated as of

the date hereof (as amended, restated or supplemented from time to time, the “Merger Agreement”), Merger Sub will

be merged with and into the Company, with the Company to be the surviving corporation of such merger (the “Merger”).

WHEREAS, In order to induce

Parent, Merger Sub and the Company to enter into the Merger Agreement and in consideration of the execution thereof by Parent, Merger

Sub and the Company and to enhance the likelihood that the Merger and the other transactions contemplated by the Merger Agreement (collectively,

the “Transactions”) will be consummated, Securityholder, solely in Securityholder’s capacity as holder of the

Subject Securities, has entered into this Deed and agrees to be bound hereby.

NOW THEREFORE, the parties hereby agree as follows:

1. No

Transfer of Subject Securities. During the term of this Deed, Securityholder shall not cause or permit any Transfer (as defined below)

of any of the Subject Securities or enter into any agreement, option or arrangement with respect to a Transfer of any of the Subject

Securities. Following the date hereof and except as required by this Deed, Securityholder shall not deposit (or permit the deposit of)

any Subject Securities in a voting trust or grant any proxy or enter into any voting agreement or similar agreement with respect to any

of the Subject Securities or in any way grant any other Person any right whatsoever with respect to the voting or disposition of the

Subject Securities. For purposes hereof, a Person shall be deemed to have effected a “Transfer” of Subject Securities

if such Person directly or indirectly: (a) sells, pledges, encumbers, grants an option with respect to, transfers, assigns, or otherwise

disposes of any Subject Securities, or any interest in such Subject Securities; or (b) enters into an agreement or commitment providing

for the sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such Subject Securities

or any interest therein. Notwithstanding the foregoing, Securityholder may make (i) solely for Securityholders who are individuals, transfers

by will or by operation of law or other transfers for estate-planning purposes or charitable purposes, provided that in each such

case the applicable transferee has signed a voting agreement in substantially the form hereof; (ii) if Securityholder is a partnership

or limited liability company, a transfer to one or more partners or members of Securityholder or to an Affiliated corporation, trust

or other entity under common control with Securityholder, or if Securityholder is a trust, a transfer to a beneficiary, provided

that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof; and (iii) transfers

to a transferee that has signed a voting agreement in substantially the form hereof; provided that, in each of (i), (ii)

and (iii) above, as a condition to such transfer the transferee agrees in writing to be bound by the terms and conditions of this

Deed.

2. Agreement

to Vote Shares. At any meeting of the shareholders of the Parent or at any adjournment thereof, the Securityholder shall (a) appear

(in person or by proxy) at each such meeting or otherwise cause all of the Subject Securities that such Securityholder is entitled to

vote to be counted as present thereat for purposes of calculating a quorum and (b) vote (or cause to be voted, in person or by proxy),

as applicable, all of the Subject Securities that are then entitled to be voted (i) in favor of: (1) the Parent Shareholder Approval,

and (2) any proposal to adjourn or postpone such meeting of shareholders of the Parent to a later date if there are not sufficient votes

to approve the Parent Shareholder Approval; and (ii) against (1) any Parent Acquisition Proposal, or any of the transactions contemplated

thereby, (2) any action, proposal, transaction, or agreement which could reasonably be expected to result in a breach of any

covenant, representation or warranty, or any other obligation or agreement of the Parent under the Merger Agreement or

of Securityholder under this Deed, and (3) any action, proposal, transaction, or agreement that could reasonably be expected

to impede, interfere with, delay, discourage, adversely affect, or inhibit the timely consummation of the Transactions or the fulfillment

of the Parent’s conditions under the Merger Agreement or change in any manner the voting rights of any

class of shares of the Parent (including any amendments to the Parent Organizational Documents (save for such amendments to the Parent

Organizational Documents as are required in order to effect the Transactions and as are described in the Parent Circular). Securityholder

agrees that the Subject Securities that are entitled to be voted shall be voted (or caused to be voted) as set forth in the preceding

sentence whether or not such Securityholder’s vote, consent or other approval is sought on only one or on any combination of the

matters set forth in this Section 2 and at any time or at multiple times during the term of this Deed.

3. Irrevocable

Proxy. The Securityholder hereby revokes (or agrees to cause to be revoked) any proxies that the Securityholder has heretofore granted

with respect to the Subject Securities. The Securityholder hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on

behalf of the Securityholder, for and in the name, place and stead of the Securityholder, to: (a) attend any and all meetings of the

Parent’s shareholders and (b) vote, express consent or dissent or issue instructions to the record holder to vote the Subject Securities

in accordance with the provisions of Section 2 at any and all meetings of the Parent’s shareholders. Parent agrees not to

exercise the proxy granted herein for any purpose other than the purposes described in this Deed. The foregoing proxy shall be deemed

to be a proxy coupled with an interest, is irrevocable (and as such shall survive until the termination of this Deed and shall not be

terminated upon the occurrence of any other event other than the termination of this Deed pursuant to Section 19. The Securityholder

authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy

and any substitution or revocation with the secretary of the Parent. The Securityholder hereby affirms that the proxy set forth in this

Section 3 is given in connection with and granted in consideration of and as an inducement to Parent, the Company and the Merger

Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Securityholder under Section

2. The proxy set forth in this Section 3 is executed and intended to be irrevocable, subject, however, to its automatic termination

upon the termination of this Deed pursuant to Section 9. With respect to any Subject Securities that are owned beneficially by

the Securityholder but are not held of record by the Securityholder (other than shares beneficially owned by the Securityholder that

are held in the name of a bank, broker or nominee), the Securityholder shall take all action necessary to cause the record holder of

such Subject Securities to grant the irrevocable proxy and take all other actions provided for in this Section 3 with respect

to such Subject Securities.

4. Opportunity

to Review. Securityholder acknowledges receipt of the Merger Agreement and represents that he, she, or it has had (a) the opportunity

to review, and has read, reviewed and understands, the terms and conditions of the Merger Agreement and this Deed, and (b) the opportunity

to review and discuss the Merger Agreement, the Transactions and this Deed with his, her or its own advisors and legal counsel.

5. No

Inconsistent Agreements. Each Securityholder hereby represents, covenants and agrees that, except for this Deed, such Securityholder

(a) has not entered into any voting agreement, voting trust or similar agreement or understanding with respect to any of the Subject

Securities, and shall not enter into any other voting agreement, voting trust or similar agreement or understanding with respect to any

of the Subject Securities, (b) has not granted, and shall not grant at any time prior to the Expiration Date, a proxy, consent or

power of attorney with respect to any of the Subject Securities (other than pursuant to Section 2), (c) has not given, and

shall not give, prior to the Expiration Date, any voting instructions or authorities in any manner inconsistent with Section 2,

with respect to any of the Subject Securities and (d) has not taken and shall not take any action that would reasonably be expected

to constitute a breach hereof or make any representation or warranty of such Securityholder contained herein untrue or incorrect or have

the effect of preventing such Securityholder from performing any of its obligations under this Deed.

6. Confidentiality;

Further Assurances and Public Disclosure. From the date of this Deed until the Closing, Securityholder shall not make any public

announcements regarding this Deed, the Merger Agreement or the transactions contemplated hereby or thereby; provided, however,

that nothing herein shall be deemed to prohibit such public announcement (a) that the Company and Parent agree upon in writing, or (b)

required by obligations pursuant to any listing agreement with any national securities exchange or stock market or Applicable Law. From

time to time and without additional consideration, each Securityholder shall execute and deliver, or cause to be executed and delivered,

such additional instruments, and shall take such further actions, as the Company or Parent may reasonably request for the purpose of

carrying out the intent of this Deed. Without limiting the foregoing, each Securityholder hereby severally as to itself only, but not

jointly with any other Securityholder, authorizes Parent and the Company to publish and disclose in any public filing made in connection

with the Merger Agreement and the transactions contemplated thereby and in any other announcement or disclosure required by applicable

Law, such Securityholder’s identity and ownership of the Subject Securities and the nature of such Securityholder’s obligations

under this Deed and authorizes the Company and Parent to include this Deed as an exhibit to any filing required to be made by the Company

or Parent, as applicable, with the SEC in connection with the Merger Agreement and the Transactions.

7. Waiver

of Rights. In connection with the Transactions, the Securityholder hereby expressly agrees that the Securityholder will not bring,

commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in

equity, in any court or before any governmental body, which (i) challenges the validity of or seeks to enjoin the operation of any provision

of this Deed or (ii) alleges that the execution and delivery of this Deed by the Securityholder, or the approval of the Merger Agreement

by the board of directors of the Parent, breaches any fiduciary duty of the board of directors of the Parent or any member thereof; provided

that the Securityholder may defend against, contest or settle any such action, claim, suit or cause of action brought against the Securityholder

that relates solely to the Securityholder’s capacity as a director, officer or shareholder of the Parent.

8. Representations

and Warranties of Securityholder. Securityholder hereby represents and warrants as follows:

(a) Securityholder

(i) is the record or beneficial owner of the Subject Securities, free and clear of any liens, adverse claims, charges or other encumbrances

of any nature whatsoever (other than pursuant to (x) restrictions on transfer under applicable securities laws, or (y) this Deed), and

(ii) does not beneficially own any securities of the Company (including options, warrants or convertible securities) other than the Subject

Securities set forth opposite its name on Schedule A.

(b) Securityholder

has the sole right to Transfer, to vote (or cause to vote) and to direct (or cause to direct) the voting of the Subject Securities, and

none of the Subject Securities are subject to any voting trust or other agreement, arrangement or restriction with respect to the Transfer

or the voting of the Subject Securities (other than restrictions on transfer under applicable securities laws), except as set forth in

this Deed.

(i) if not a natural person, is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of organization,

and (ii) has the requisite corporate, company, partnership or other power and authority to execute and deliver this Deed, to consummate

the transactions contemplated hereby and to comply with the terms hereof. The execution and delivery by Securityholder of this Deed,

the consummation by Securityholder of the transactions contemplated hereby and the compliance by Securityholder with the provisions hereof

have been duly authorized by all necessary corporate, company, partnership or other action on the part of Securityholder, and no other

corporate, company, partnership or other proceedings on the part of Securityholder are necessary to authorize this Deed, to consummate

the transactions contemplated hereby or to comply with the provisions hereof.

(d) This

Deed has been duly executed and delivered by Securityholder, constitutes a valid and binding obligation of Securityholder and, assuming

due authorization, execution and delivery by the other parties thereto, is enforceable against Securityholder in accordance with its

terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or

other similar laws affecting or relating to creditors’ rights generally, and (ii) the availability of injunctive relief and other

equitable remedies.

(e) As

of the date hereof, there is no Action pending against Securityholder or, to the knowledge of Securityholder, threatened against Securityholder

or any of its Subsidiaries or Affiliates or any of the Securityholder’s properties or assets (including the Subject Shares), or

any Order to which Securityholder or any of its Subsidiaries or Affiliates is subject that could reasonably be expected to prevent, delay

or impair the ability of the Securityholder to perform the Securityholder’s obligations hereunder or to consummate the transactions

contemplated hereby.

(f) The

execution and delivery of this Deed, the consummation of the transactions contemplated hereby and compliance with the provisions hereof

do not and will not conflict with, or result in (i) any violation or breach of, or default (with or without notice or lapse of time,

or both) under, any provision of the organizational documents of Securityholder, if applicable, (ii) any material violation or breach

of, or default (with or without notice or lapse of time, or both) under any (x) statute, law, ordinance, rule or regulation or (y) judgment,

order or decree, in each case, applicable to Securityholder or its properties or assets, or (iii) any material violation or breach of,

or default (with or without notice or lapse of time, or both) under any material contract, trust, commitment, agreement, understanding,

arrangement or restriction of any kind to which Securityholder is a party or by which Securityholder or Securityholder’s assets

are bound.

(g) The

Securityholder has had the opportunity to review the Merger Agreement and this Deed with counsel of the Securityholder’s own choosing.

The Securityholder has had an opportunity to review with its own tax advisors the tax consequences of the Merger and the transactions

contemplated by the Merger Agreement. The Securityholder understands that it must rely solely on its advisors and not on any statements

or representations made by Parent, the Company or any of their respective agents or representatives. The Securityholder understands that

such Securityholder (and not Parent, the Company or the Surviving Corporation) shall be responsible for such Securityholder’s tax

liability that may arise as a result of the Merger or the transactions contemplated by the Merger Agreement. The Securityholder understands

and acknowledges that the Company, Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Securityholder’s

execution, delivery and performance of this Deed.

9. Termination.

This Deed shall terminate automatically upon the earliest of (a) the Effective Time, (b) such date and time as the Merger Agreement shall

be terminated in accordance with its terms, (c) as to Securityholder, such date and time as (i) any waiver, supplement, amendment or

change to the Merger Agreement is effected without Securityholder’s prior written consent that materially and adversely affects

Securityholder, or (ii) upon a Parent Adverse Recommendation Change and (d) as to Securityholder, at such date and time as may be set

forth in a written agreement of Parent and Securityholder (each of (a) through (d), the “Expiration Date”). In the

event of the termination of this Deed, this Deed shall forthwith become null and void, there shall be no liability on the part of any

of the parties, and all rights and obligations of each party hereto shall cease; provided, however, that (i) no such termination

of this Deed shall relieve any party hereto from any liability for any breach of any provision of this Deed prior to such termination,

and (ii) Section 6 and Section 10 through Section 21 hereof shall survive any termination of this Deed.

10. No

Solicitation. Subject to Section 11, Securityholder shall not, and shall cause its Subsidiaries (if any) not to, and

shall use its reasonable best efforts to cause its Affiliates and Representatives (if any) not to: (a) directly or indirectly solicit,

seek, initiate, knowingly encourage, or knowingly facilitate any inquiries regarding, or the making of, any submission or announcement

of a proposal or offer that constitutes, or is reasonably likely to lead to, any Parent Acquisition Proposal; (b) directly or indirectly

engage in, continue, or otherwise participate in any discussions or negotiations regarding, or furnish or afford access to any other

Person any information in connection with or for the purpose of encouraging or facilitating, any proposal or offer that constitutes,

or is reasonably likely to lead to, any Parent Acquisition Proposal; (c) enter into any agreement, agreement in principle,

letter of intent, memorandum of understanding, or similar arrangement with respect to a Parent Acquisition Proposal; (d) solicit proxies

with respect to a Parent Acquisition Proposal (other than the Transactions and the Merger Agreement) or otherwise encourage

or assist any Person in taking or planning any action that is reasonably likely to compete with, restrain, or otherwise serve to interfere

with or inhibit the timely consummation of the Transactions in accordance with the terms of the Merger Agreement; or (e) initiate

a vote of the Company’s shareholders at a general meeting with respect to a Parent Acquisition Proposal.

11. No Agreement as

Director or Officer. To the extent Securityholder is a director or an officer of the Parent or any of the Parent’s Subsidiaries,

Securityholder makes no agreement or understanding in this Deed in Securityholder’s capacity as such director

or officer, and nothing in this Deed: (a) will limit or affect any actions or omissions taken by Securityholder in Securityholder’s

capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions

shall be deemed a breach of this Deed; or (b) will be construed to prohibit, limit, or restrict Securityholder from exercising Securityholder’s

fiduciary duties as an officer or director of the Parent, any of the Parent’s Subsidiaries or any of their respective shareholders.

12. No

Securityholder Litigation. Securityholder agrees not to commence or participate in, and to take all actions necessary to opt out

of any class in any class action with respect to, any claim, derivative or otherwise, that may be brought against the Company, Parent,

Merger Sub or any of their respective successors and assigns relating to the negotiation, execution or delivery of this Deed, the Merger

Agreement or the consummation of the transactions contemplated hereby or thereby; provided that this Section 12 shall not

be deemed a waiver of any rights of Securityholder or its Affiliates for any breach of this Deed or the Merger Agreement by Parent, the

Company or any of their respective Affiliates.

13. Voluntary

Execution of Agreement. This Deed is executed voluntarily and without any duress or undue influence on the part or behalf of the

parties. Each of the parties hereby acknowledges, represents and warrants that (a) it has read and fully understood the Merger Agreement,

this Deed and the implications and consequences thereof; (b) it has been represented in the preparation, negotiation, and execution of

this Deed by legal counsel of its own choice, or it has made a voluntary and informed decision to decline to seek such counsel; and (c)

it is fully aware of the legal and binding effect of this Deed. The Securityholder has had an opportunity to review with its own tax

advisors the tax consequences of the Transactions. The Securityholder understands that it must rely solely on its advisors and not on

any statements or representations made by Parent, the Company or any of their respective agents or representatives. The Securityholder

understands that such Securityholder (and not Parent, or the Company) shall be responsible for such Securityholder’s tax liability

that may arise as a result of the Transactions. The Securityholder understands and acknowledges that Parent, the Company and Merger Sub

are entering into the Merger Agreement in reliance upon the Securityholder’s execution, delivery and performance of this Deed.

14. Successors,

Assigns and Transferees Bound. Without limiting Section 1 hereof in any way, each Securityholder agrees that this Deed and

the obligations hereunder shall attach to the Subject Securities from the date hereof through the termination of this Deed and shall,

to the extent permitted by Applicable Laws, be binding upon any Person to which legal or beneficial ownership of the Subject Securities

shall pass, whether by operation of law or otherwise, including Securityholder’s heirs, guardians, administrators or successors,

and Securityholder further agrees to take all reasonable actions necessary to effectuate the foregoing.

15. Remedies.

Any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred

hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other

remedy. Securityholder acknowledges that money damages would be both incalculable and an insufficient remedy for any breach of this Deed

by it, and that any such breach would cause Parent irreparable harm. Accordingly, Securityholder agrees that in the event of any breach

or threatened breach of this Deed, Parent, in addition to any other remedies at law or in equity each may have, shall be entitled to

seek immediate equitable relief, including injunctive relief and specific performance, without the necessity of proving the inadequacy

of money damages as a remedy and without the necessity of posting any bond or other security, to prevent breaches of this Deed and to

enforce specifically the terms and provisions hereof in the courts of England and Wales.

16. Notices.

All notices and other communications hereunder shall be in writing (including electronic mail) and shall be deemed to have been duly

given in accordance with the terms of the Merger Agreement and addressed to the respective parties as follows: if to Company, Parent

or Merger Sub, to the address or electronic mail address set forth in Section 10.01 of the Merger Agreement and if to Securityholder,

to the address or electronic mail address set forth on Schedule A hereto or to such other address or electronic mail address as

such party may hereafter specify for the purpose of providing notice to the other party hereto.

17. Severability.

Any provision hereof that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent

of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability

in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by

Applicable Law, each party hereby waives any provision of Applicable Law that renders any such provision prohibited or unenforceable

in any respect.

18. Entire

Agreement/Amendment. This Deed (including the provisions of the Merger Agreement referenced herein) represent the entire agreement

of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral,

among the parties with respect to the subject matter hereof. This Deed may not be amended, modified, altered or supplemented except by

means of a written instrument executed and delivered by the parties hereto.

19. Third

Party Rights. Except for as otherwise stated in this Deed, a person that is not party to this Deed shall have no right pursuant to

the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Deed. This Section 19 shall not affect

any right or remedy of a third party which exists or is available apart from that Act.

20. Applicable

Law and Jurisdiction. The validity, construction and performance of this Deed and any claim, dispute or matter (whether contractual

or non-contractual) arising under or in connection with this Deed or its enforceability shall be governed by and construed in accordance

with the law of England. Each party irrevocably submits to the exclusive jurisdiction of the courts of England over any claim, dispute

or matter arising under or in connection with this Deed or its enforceability or the legal relationships established by this Deed (including

non-contractual disputes or claims) and waives any objection to proceedings being brought in such courts on the grounds of venue or on

the grounds that proceedings have been brought in an inconvenient forum. Each party further irrevocably agrees that a judgment in any

proceedings brought in the courts of England shall be conclusive and binding upon each party and may be enforced in the courts of any

other jurisdiction.

21. Agent

for Service of Process. The Securityholder undertakes to ensure that at all times a person with an address in England is appointed

as its process agent to receive on its behalf service of any proceedings in respect of any dispute or claim that arises out of or in

connection with this Deed or its subject matter or formation (including non-contractual disputes or claims) (the “Process Agent”).

Such service shall be deemed completed on delivery to the Process Agent, whether or not it is forwarded to or received by the corresponding

party. At the date of this Deed, the Securityholder has appointed [●] of [●] as its Process Agent. If such person ceases

to be able to act as process agent or no longer has an address in England, the Securityholder shall immediately appoint a replacement

Process Agent and deliver to the Parent and the Company a notice setting out the new Process Agent’s name and address together

with a copy of the new Process Agent’s acceptance of its appointment. Any proceedings or document served on the Process Agent will

be validly served if delivered in accordance with this Section 21. Nothing in this Deed shall affect the right to serve process

in any manner permitted by law.

22. Counterparts.

This Deed may be executed by delivery of electronic signatures and in two or more counterparts, each of which shall be deemed an original,

and it shall not be necessary in making proof of this Deed or the terms hereof to produce or account for more than one of such counterparts.

[SIGNATURE

PAGES FOLLOW]

EXECUTED AS A DEED BY

)

[SECURITYHOLDER]

)

___________________________

[acting by a director] in the presence of

)

Name of director:

Signature of witness:

_______________________________

Name of witness:

_______________________________

Address of witness:

_______________________________

Occupation of witness:

_______________________________

[Signature Page to Parent Voting and Support Deed]

EXECUTED AS A DEED BY

)

SCANCELL HOLDINGS PLC

)

___________________________

acting by a director in the presence of

)

Name of director:

Signature of witness:

_______________________________

Name of witness:

_______________________________

Address of witness:

_______________________________

Occupation of witness:

_______________________________

EXECUTED AS A DEED BY

)

SCANCELL MERGER SUB, INC

)

___________________________

acting by an authorised signatory

)

Name of authorised signatory:

in the presence of

)

Signature of witness:

_______________________________

Name of witness:

_______________________________

Address of witness:

_______________________________

Occupation of witness:

_______________________________

[Signature Page to Parent Voting and Support Deed]

EXECUTED AS A DEED BY

)

NEUPHORIA THERAPEUTICS INC.

)

___________________________

acting by an authorised signatory

)

Name of authorised signatory:

in the presence of

)

Signature of witness:

_______________________________

Name of witness:

________________________________

Address of witness:

_______________________________

Occupation of witness:

_______________________________

[Signature Page to Voting and Support Agreement]

SCHEDULE A

Name, Address and Electronic

Mail Address of Securityholder

Number and

Class of

Subject Securities

[●]

EX-10.3 — FORM OF LOCK-UP AGREEMENT

EX-10.3

Filename: ea029891401ex10-3.htm · Sequence: 5

Exhibit

10.3

Lock-Up

Agreement

[●],

2026

Ladies

and Gentlemen:

The

undersigned (the “Stockholder”) understands that: Scancell

Holdings plc, a public limited company incorporated under the laws of England and Wales

(“Parent”), has entered into an Agreement and Plan of Merger, dated as of July 23, 2026 (the

“Merger Agreement”), with Neuphoria Therapeutics

Inc., a Delaware corporation (the “Company”), and Scancell

Merger Sub, Inc., a Delaware corporation and indirect wholly owned Subsidiary of Parent (“Merger

Sub”), pursuant to which at the effective time (the “Effective Time”), (i) Merger Sub will

be merged with and into the Company (the “Merger”) and the separate corporate existence of Merger Sub

shall cease and the Company will continue as the surviving corporation; and (ii) in connection with the Merger, the stockholders of

the Company will receive American Depositary Shares of Parent, each representing 10 Parent Ordinary Shares (“Parent

ADSs”). Annex A sets forth definitions for certain capitalized terms used in this agreement that are not defined in

the body of this agreement. Those definitions are a part of this agreement. Other capitalized terms used but not otherwise defined

herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

a material inducement to the willingness of each of the parties to enter into the Merger Agreement and to consummate the transactions

contemplated therein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the

Stockholder hereby agrees that the Stockholder will not, subject to the exceptions set forth in this letter agreement, during the period

commencing upon the Effective Time and ending on the date that is 180 days after the Effective Time (the “Restricted Period”),

(a) Sell or Offer to Sell, any Parent Ordinary Shares, Parent Non-Voting Ordinary Shares, Parent ADSs or any other securities convertible

into or exercisable or exchangeable for Parent Ordinary Shares, Parent Non-Voting Ordinary Shares or Parent ADSs (including, without

limitation, Parent Ordinary Shares, Parent Non-Voting Ordinary Shares, Parent ADSs or such other securities which may be deemed to be

beneficially owned by the Stockholder or such Stockholder’s Family Member, in accordance with the rules and regulations of the

U.S. Securities and Exchange Commission, and securities of Parent which may be issued upon exercise or settlement of a stock option or

other equity award, but excluding any PIPE Securities) (collectively, “Shares”), (b) enter into any Swap, short

sale, hedge or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Shares, regardless

of whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Parent Ordinary Shares, Parent Non-Voting

Ordinary Shares, Parent ADSs or such other securities, in cash or otherwise, (c) make any demand for or exercise any right with respect

to the registration of any Parent Ordinary Shares, Parent Non-Voting Ordinary Shares or Parent ADSs or any security convertible into

or exercisable or exchangeable for Parent Ordinary Shares, Parent Non-Voting Ordinary Shares or Parent ADSs, or cause to be filed a registration

statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to such registration (other than

any registration rights of the Stockholder under the Merger Agreement, the Subscription Agreement or any related registration rights

agreement)or (d) publicly announce any intention to do any of the foregoing, in each case other than:

(i)

transfers of Shares as bona fide charitable contributions, gifts or donations;

(ii)

transfers or dispositions of Shares to any Family Member or any trust for the direct or indirect benefit of the Stockholder and/or the

Family Member of the Stockholder;

(iii)

transfers or dispositions of Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary

or a member of the Immediate Family of the Stockholder;

(iv)

transfers of Shares to stockholders, direct or indirect Affiliates, current or former partners (general or limited), members or managers

of the Stockholder, as applicable, or to the estates of any such stockholders, Affiliates, partners, members or managers, or to another

corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control

with the Stockholder;

(v)

transfers that occur by operation of law pursuant to a court order or settlement agreement related to the distribution of assets in connection

with the dissolution of a marriage or civil union;

(vi)

transfers or dispositions not involving a change in beneficial ownership;

(vii)

if the Stockholder is a trust, transfers or dispositions to any beneficiary of the Stockholder or the estate of any such beneficiary;

(viii)

transfers made in connection with the acceptance of a general offer made to all holders of the Parent Ordinary Shares in accordance with

the U.K. Takeover Code, or any other bona fide third party tender offer, merger, consolidation or other similar transaction made to all

holders of the Parent Ordinary Shares involving a change of control of the Parent, provided that in the event that such tender

offer, merger, consolidation or other such transaction is not completed, the Shares shall remain subject to the restrictions contained

in this letter agreement;

(ix)

accepting and delivering an irrevocable commitment or undertaking to accept a general offer or other similar transaction made to all

holders of Parent Ordinary Shares involving a change of control of the Parent as is referred to in sub-paragraph (viii) above;

(x)

transfers of Shares pursuant to any offer by the Parent to purchase its own Shares which is made on identical terms to all holders of

Shares (or all holders of any class of Shares) in the Parent;

(xi)

transfers of Shares pursuant to a compromise or arrangement under Part 26 of the CA 2006 between the Parent and its creditors (or any

class of them) or between the Parent and its members (or any class of them) and which is agreed to by the requisite majority of the members

(or class of members) or creditors (or class of creditors), as the case may be, and sanctioned by the court;

(xii)

transfers of Shares pursuant to any scheme of arrangement under section 110 of the Insolvency Act 1986 in relation to the Parent;

(xiii)

transfers that occur where otherwise required by law or by any competent authority or by order of a court of competent jurisdiction;

(xiv)

taking up any rights granted in respect of a rights issue or other pre-emptive share offering by the Parent;

provided,

that in each case of clauses (i)-(vii), (a) other than with respect to clauses (i), (iii), (iv), (v) and (vii), no filing by any party

(including any donor, donee, transferor or transferee, distributor or distributee) under the Exchange Act or other public announcement

shall be required or shall be made voluntarily in connection with such transfer or distribution (other than filings made in respect of

involuntary transfers or dispositions or a filing on a Form 5 made after the expiration of the Restricted Period), (b) other than with

respect to clause (iv), any such transfer or distribution shall not involve a disposition for value, and (c) the transferee or donee

agrees in writing to be bound by the terms and conditions of this letter agreement and either the Stockholder or the transferee or donee

provides Parent with a copy of such agreement promptly upon consummation of any such transfer.

Notwithstanding

the restrictions imposed by this letter agreement, the Stockholder may (a) exercise or settle an option to purchase Shares or other equity

award (including a net or cashless exercise of such option) and provided further, that the underlying Shares shall continue to

be subject to the restrictions on transfer set forth in this letter agreement, (b) transfer Shares to Parent to cover tax withholding

obligations of the Stockholder in connection with the vesting, settlement or exercise of such options or other equity awards, as applicable,

of Shares, provided that such plan does not provide for any transfers of Shares during the Restricted Period and, provided

further, that, no filing under the Exchange Act or other public announcement shall be made voluntarily in connection with the establishment

of such a plan, (d) transfer Shares to Parent pursuant to arrangements under which Parent has the option to repurchase such Shares, or

(e) transfer or dispose of Shares acquired on the open market following the Effective Time.

Notwithstanding

any provision of this letter agreement, the Stockholder may not Sell, or Offer to Sell Shares in breach of any restrictions on dealings

in securities of the Parent pursuant to the Parent’s Share Dealing Code (adopted in compliance with AIM Rule 21), if the Stockholder

is a director or employee of the Parent or a person who is otherwise subject to the Share Dealing Code, or pursuant to other applicable

law or regulation, including but not limited to, the Criminal Justice Act 1993, the FSMA, MAR or otherwise imposed by the AIM Rules.

Any

attempted transfer in violation of this letter agreement will be of no effect and null and void, regardless of whether the purported

transferee has any actual or constructive knowledge of the transfer restrictions set forth in this letter agreement, and the directors

of the Parent shall refuse to register such transfer on the register of members of the Parent. To ensure compliance with the restrictions

referred to herein, the Stockholder agrees that Parent and any duly appointed transfer agent or ADS Depositary may issue appropriate

“stop transfer” certificates or instructions. Parent may cause the legend set forth below, or a legend substantially equivalent

thereto, to be placed upon any certificate(s) or other documents or instruments evidencing ownership of the Shares:

THE

SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND MAY ONLY BE TRANSFERRED IN COMPLIANCE WITH A LOCK-UP AGREEMENT, A COPY OF WHICH

IS ON FILE AT THE PRINCIPAL OFFICE OF THE PARENT.

The

Stockholder hereby represents and warrants that the Stockholder has full power, capacity and authority to enter into this letter agreement.

All authority conferred or agreed to be conferred and any obligations of the Stockholder under this letter agreement will be binding

upon the successors, assigns, heirs or personal representatives of the Stockholder.

the event that any holder of Parent’s securities that is subject to a substantially similar agreement entered into by such holder,

other than the Stockholder, is granted a release or waiver of the foregoing restrictions by Parent with respect to any Shares for value

other than as permitted by this or a substantially similar agreement entered into by such holder, the same percentage of Shares held

by the Stockholder shall be immediately and fully released on the same terms from any remaining restrictions set forth herein (the “Pro-Rata

Release”); provided, however, that such Pro-Rata Release shall not be applied unless and until permission

has been granted by Parent, to an equity holder or equity holders to sell or otherwise transfer or dispose of all or a portion of such

equity holders’ Shares in an aggregate amount in excess of 1% of the number of Shares outstanding immediately following the Effective

Time. In addition, if Parent enters into, or amends, any lock-up or similar agreement with any other holder of Parent’s securities

that contains terms or restrictions (economic or otherwise) more favorable to such holder than the terms of this letter agreement, then

the Stockholder shall be entitled to the benefit of such more favorable terms, and this letter agreement shall be deemed automatically

amended to give the Stockholder the benefit thereof.

Upon

the release of any Shares from this letter agreement, Parent will cooperate with the Stockholder to facilitate the timely preparation

and delivery of certificates or the establishment of book entry positions at the ADS Depositary or Parent’s transfer agent, as

applicable, representing the Shares without the restrictive legend above and the withdrawal of any stop transfer instructions at the

ADS Depositary or Parent’s transfer agent, as applicable.

The

Stockholder understands that each of Parent and the Company is relying upon this letter agreement in proceeding toward consummation of

the Merger. The Stockholder further understands that this letter agreement is irrevocable and is binding upon the Stockholder’s

heirs, legal representatives, successors and assigns.

any provision or part-provision of this letter agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted,

but that shall not affect the validity and enforceability of the rest of this letter agreement. If any provision or part-provision of

this letter agreement is deemed deleted, the parties shall negotiate in good faith to agree a replacement provision, that, to the greatest

extent possible, achieves the intended commercial result of the original provision.

Without

prejudice to any other rights or remedies that the Parent and the Company may have, the Stockholder acknowledges and agrees that damages

alone would not be an adequate remedy for any breach of this letter agreement. Accordingly, each of the Parent and the Company shall

be entitled to the remedies of injunction, specific performance or other equitable relief for any breach or anticipatory breach of the

undertakings set out in this letter agreement.

Any

term of this letter agreement may be amended or waived with the written consent of the Parent and the Company. A waiver of any right

or remedy under this letter agreement or by law is only effective if it is given in writing and shall not be deemed a waiver of any subsequent

right or remedy.

Any

failure or delay by the Parent and the Company to exercise any right or remedy provided under this letter agreement or by law shall not

constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other

right or remedy. No single or partial exercise of such right or remedy provided under this letter agreement or by law shall prevent or

restrict any further exercise of that or any other right or remedy.

This

letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed

in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof.

The

Stockholder understands that if the Merger Agreement is terminated in accordance with its terms, the Stockholder will be released from

all obligations under this letter agreement.

This

letter agreement may be executed by electronic (i.e., PDF) transmission, which is deemed an original.

[Signature

Page Follows]

Very truly yours,

Name of Stockholder:

Signature (for individuals):

Signature (for entities):

By:

Name:

Title:

[Signature

Page to Lock-Up Agreement]

Certain

Defined Terms

Used

in Lock-up Agreement

For

purposes of the agreement to which this Annex A is attached and of which it is made a part:

● “Affiliate”

shall have the meaning set forth in Rule 405 under the Securities Act.

● “Call

Equivalent Position” shall have the meaning set forth in Rule 16a-1(b) under the

Exchange Act.

● “Exchange

Act” shall mean the U.S. Securities Exchange Act of 1934, as amended.

● “Family

Member” shall mean the spouse of the undersigned, an immediate family member of

the undersigned or an immediate family member of the undersigned’s spouse, in each

case living in the undersigned’s household or whose principal residence is the undersigned’s

household (regardless of whether such spouse or family member may at the time be living elsewhere

due to educational activities, health care treatment, military service, temporary internship

or employment or otherwise). “Immediate family member” as used above shall

have the meaning set forth in Rule 16a-1(e) under the Exchange Act.

● “Immediate

Family” shall mean any relationship by blood, marriage or adoption, not more remote

than first cousin.

● “Parent

Non-Voting Ordinary Shares” shall mean non-voting ordinary shares in the capital

of the Parent.

● “PIPE

Securities” shall mean any Parent Ordinary Shares, Parent Non-Voting Ordinary Shares

or Parent ADSs purchased or acquired by the Stockholder in the Concurrent Financing, together

with any Parent Ordinary Shares or Parent ADSs issued upon the conversion, exchange or redesignation

thereof.

● “Put

Equivalent Position” shall have the meaning set forth in Rule 16a-1(h) under the

Exchange Act.

● “Securities

Act” shall mean the U.S. Securities Act of 1933, as amended.

● “Sell

or Offer to Sell” shall mean to:

– sell,

offer to sell, contract to sell or lend,

– effect

any short sale or establish or increase a Put Equivalent Position or liquidate or decrease

any Call Equivalent Position,

– pledge,

hypothecate or grant any security interest in, or

– in

any other way transfer or dispose of,

each case whether effected directly or indirectly.

● “Swap”

shall mean any swap, hedge or similar arrangement or agreement that transfers, in whole or

in part, the economic risk of ownership of Shares, regardless of whether any such transaction

is to be settled in securities, in cash or otherwise.

Capitalized

terms not defined in this Annex A shall have the meanings given to them in the body of this agreement.

EX-10.4 — FORM OF CONTINGENT VALUE RIGHTS AGREEMENT

EX-10.4

Filename: ea029891401ex10-4.htm · Sequence: 6

Exhibit

10.4

Agreed

Form

FORM

OF CONTINGENT VALUE RIGHTS AGREEMENT

This

Contingent Value Rights Agreement (this “Agreement”),

dated as of [●] (the “Effective Date”), is entered into by and between Scancell Holdings plc, a public

limited company incorporated in England and Wales under company number 06564638 with its registered office at Bellhouse Building, Sanders

Road, Oxford Science Park, Oxford OX4 4GD, United Kingdom (“Parent”), and [●], a [●], as Rights Agent

(as defined herein).

RECITALS

A. Parent,

Scancell Merger Sub, Inc., a Delaware corporation and a wholly owned indirect Subsidiary of Parent (“Merger Sub”),

and Neuphoria Therapeutics Inc., a Delaware corporation (the “Company”), have entered into an Agreement and

Plan of Merger, dated as of July 23, 2026 (as it may be amended, supplemented or otherwise modified from time to time pursuant to the

terms thereof, the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company (the

“Merger”), with the Company surviving the Merger as a wholly owned indirect Subsidiary of Parent.

B. Pursuant

to the Merger Agreement, and in accordance with the terms and conditions thereof, Parent has agreed to provide to the Holders (as defined

herein) certain contingent value rights as hereinafter described.

C. Parent

has done all things reasonably necessary to make the contingent value rights, when issued hereunder, the valid obligations of Parent

and to make this Agreement a valid and binding agreement of Parent, in accordance with its terms.

Now,

Therefore, in consideration of the premises and

the consummation of the transactions referred to above, it is mutually covenanted and agreed, for the proportionate benefit of all Holders,

as follows:

Article

DEFINITIONS

1.1 Definitions.

Capitalized

terms used but not otherwise defined herein have the meanings ascribed thereto in the Merger Agreement. The following terms have the

meanings ascribed to them as follows:

“2007

Trust” means the statutory trust arising by operation of the Participants Agreement, under which Cancer Therapeutics CRC

Pty Ltd held the legal title to all Net Commercialisation Income (as defined in the Participants Agreement) received as trustee until

30 June 2014, upon Cancer Therapeutics CRC Pty Ltd ceasing to act as management company of the CRC.

“2014

Trust” means the statutory trust arising by operation of the Participants Agreement in a similar manner as the 2007 Trust,

governing all Centre IP (as defined in the Participants Agreement) generated and Net Commercialisation Income (as defined in the Participants

Agreement) received from 1 July 2014, upon the succession of Cancer Therapeutics CRC Pty Ltd by CTx CRC Ltd as trustee, until 30 June

2020.

“Acting

Holders” means, at any time, the registered Holders of more than 25% of the total number of CVRs outstanding at such time,

as set forth on the CVR Register, other than for the purposes of Section 6.7, when the applicable percentage will be 10%.

“Affiliate”

of any particular Person means any other Person controlling, controlled by or under common control with such particular Person. For the

purposes of this definition, “controlling,” “controlled” and “control” mean the possession, directly

or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract

or otherwise.

“Assignee”

has the meaning set forth in Section 6.6.

“Bionomics”

means Bionomics Pty Limited (previously called Bionomics Limited), a company incorporated in Australia under ASIC number 075582740.

“Business

Day” means any day other than a Saturday, Sunday or other day on which banks in London, England and New York, New York

are authorized or obligated by Law to be closed.

“CRC”

means Cancer Therapeutics CRC Pty Ltd.

“CRC

Commercialisation License Agreements” means (i) all Commercialisation License Agreements (as such term is defined in the

Participants Agreement) that have been entered into prior to the Effective Date, including the Pfizer License Agreement, (ii) the 2007

Trust, and (iii) the 2014 Trust.

“CVR”

means a contingent contractual right of Holders to receive the CVR Payments pursuant to this Agreement.

“CVR

Payment” means (i) a cash payment equal to 100% of the Net Proceeds actually received by Parent or any of its

Affiliates during a CVR Payment Period and (ii) an R&D Tax Credit Payment.

“CVR

Payment Period” means an annual period (or portion thereof) beginning on the Effective Date and ending on 31 December of

any given calendar year during the CVR Term; provided, that if the last CVR Payment Period would end subsequent to the expiration

of the CVR Term, such CVR Payment Period will end on the Termination Date.

“CVR

Term” means:

(a) in

respect of each product in respect of which the Company or any of its Affiliates has any entitlement to receive milestones, royalties

or other payments pursuant to a Partner Agreement or any Disposition Agreement; and

(b) in

respect of the R&D Tax Claim,

the

period beginning on the Effective Date and ending upon the fifteenth (15th) anniversary of the Effective Date.

“Disposition”

means one or more sale, licence, assignment, transfer or other disposition by Parent or any of its Affiliates of any interest in any

Merck IP to a third party during the CVR Term.

“Disposition

Agreement” means a definitive binding contract providing for a Disposition.

“Encumbrance”

means any mortgage, lien, pledge, charge, security interest, right of first refusal, option or other encumbrance of any kind in respect

of such property or asset.

“Existing

Tax Assets” means any net operating loss carryforwards and other Tax attributes of the Company and its Subsidiaries, in

each case as of the Effective Date.

“Gross

Proceeds” means, without duplication, 100% of all cash and equity consideration that is received by Parent or any of its

Affiliates during the CVR Term with respect to any upfront, milestone, royalty and other payments received under a Partner Agreement

and/ or any Disposition Agreement plus the balance of the Maintenance Fund remaining at the expiry of the final CVR Payment Period; provided,

that Gross Proceeds shall not include any amounts that are Incidental Benefits. The value of any equity securities constituting Gross

Proceeds shall be determined as follows: (x) if a value is ascribed to any such securities in connection with such Disposition, such

value so ascribed, (y) if no value was ascribed, then the value of securities that have an established public market shall be equal to

the volume weighted average of their closing market prices for the five (5) trading days ending the day prior to the date of payment

to or receipt by Parent or any of its Affiliates and (z) if no value was ascribed, then the value of securities that have no established

public market shall be the fair market value of such securities, as reasonably determined by the Board of Directors of Parent, as of

the date of receipt; provided further, that Parent may elect, upon prompt notice to the Company after receipt of consideration,

to have any securities or other non-cash property be deemed as Gross Proceeds only upon the receipt by Parent or any of its Affiliates

of cash in respect of the sale or other liquidation of such securities or other non-cash property.

“Holder”

means, at the relevant time, a Person in whose name one or more CVRs are registered in the CVR Register.

“Holder

Representative” means [●].

“Incidental

Benefits” means, other than to the extent already included as a Permitted Deduction, any amounts paid to, received or realized

by Parent or any of its Affiliates that are:

(a) Tax

attributes, Tax refunds, Tax credits, Tax deductions or other Tax benefits (including net operating losses, basis increases, amortization

or depreciation deductions, or reductions in Tax liability); provided, that, for the avoidance of doubt, this shall not prevent

Existing Tax Assets from reducing Taxes as and to the extent described in clause (a) of the definition of Permitted Deductions; and

(b) reimbursements

or payments for research, development, clinical, regulatory, manufacturing, goods, commercialization, patent or other costs or services.

“Law”

means any federal, state, national, foreign, material local or municipal or other law, statute, constitution, principle of common law,

resolution, ordinance, code, edict, decree, rule, regulation, ruling, or requirement issued, enacted, adopted, promulgated, implemented

or otherwise put into effect by or under the authority of any governmental authority (including under the authority of Nasdaq or the

Financial Industry Regulatory Authority).

“Loss”

has the meaning set forth in Section 3.2(g).

“Maintenance

Fund” has the meaning set forth in the definition of Permitted Deductions.

“Membership

Interest Purchase Agreement” means the Membership Interest Purchase Agreement, dated as of July 8, 2025, by and among Parent,

Recursion Pharmaceuticals, Inc. and other parties thereto.

“Merck”

means Merck Sharp & Dohme Corp.

“Merck

Research and Collaboration Agreement” means the Research Collaboration and License Agreement between Merck and Bionomics

dated 23 June 2014, as amended on 2 October 2015, 23 June 2016, 23 December 2016, 26 April 2017 and 14 March 2025.

“Merck

IP” means any of the (i) proprietary information and materials; (ii) patents and patent applications; (iii) marketing authorisations

and (iv) any other intellectual property or know-how licensed to Merck pursuant to the Merck Research and Collaboration Agreement.

“Net

Proceeds” means, for any CVR Payment Period, Gross Proceeds minus Permitted Deductions, all as calculated, to the extent

not inconsistent with the terms of this Agreement, in a manner consistent with Parent’s accounting practices and the most recent

annual audited financial statements filed with the Securities and Exchange Commission, except as otherwise set forth herein. For clarity,

to the extent Permitted Deductions exceed Gross Proceeds for any CVR Payment Period, any excess Permitted Deductions shall be applied

against Gross Proceeds in subsequent CVR Payment Periods.

“Notice”

has the meaning set forth in Section 6.1.

“Officer’s

Certificate” means a certificate signed by the chief executive officer and the chief financial officer of Parent, in their

respective official capacities.

“Participants

Agreement” means the Participants Agreement between Cancer Therapeutics CRC Pty Ltd, Bionomics Ltd, Cancer Research Technology

Ltd, Commonwealth Scientific and Industrial Organisation, Griffith University, Millipore Australia Pty Limited, Monash University, Peter

MacCallum Cancer Institute (trading as the Peter MacCallum Cancer Centre), St Vincent's Institute of Medical Research, The Cancer Council

Victoria and The Walter and Eliza Hall Institute of Medical Research dated 1 July 2007 as amended on 1 September 2007.

“Partner

Agreement” means each of the Participants Agreement, the CRC Commercialisation License Agreements and the Merck Research

and Collaboration Agreement.

“Permitted

Deductions” means the sum of:

(a) any

applicable Tax (including any applicable value added or sales taxes and any related interest, penalties, additions to Tax or similar

charges other than any interest or penalties due to the default of Parent or its Affiliates) imposed on Gross Proceeds or otherwise

payable by Parent or any of its Affiliates in respect of Gross Proceeds and, without duplication, any income or other Taxes payable

by Parent or any of its Affiliates that would not have been incurred by Parent or any of its Affiliates but for the Gross Proceeds,

including any Taxes arising from the distribution of cash or property to Parent or its Affiliates to perform the obligations

pursuant to this Agreement; provided, that, for the avoidance of doubt, income or similar Taxes payable by Parent or any of

its Affiliates shall take into account the use of Existing Tax Assets to the extent more likely than not available (as reasonably

determined by Parent) to reduce income or similar Taxes in respect of Gross Proceeds, but shall not take into account any other net

operating loss carryforwards or other Tax attributes of Parent and its Affiliates (including the Company and its Subsidiaries), and

the Existing Tax Assets shall be deemed to apply, to the extent more likely than not available (as reasonably determined by Parent)

to reduce income or similar Taxes in respect of Gross Proceeds, after the Existing Tax Assets are first applied to any other income

or gain of the Company and its subsidiaries;

(b) any

documented costs and expenses reasonably and properly incurred by Parent or any of its Affiliates in respect of (i) its performance

of this Agreement following the Effective Date, or (ii) its performance of any Partner Agreement or Disposition Agreement (in each

case, to the extent such expenses are not specifically included in the determination of the Closing Net Cash in accordance with the

Merger Agreement), including any contractual expenses or any documented out-of-pocket costs in respect of head licenses for

sublicensed technology, the development or prosecution, maintenance or enforcement by Parent or any of its Affiliates of

intellectual property rights arising under any Partner Agreement, or the performance of any services or the supply of any goods

under any Partner Agreement or Disposition Agreement, but excluding any costs related to a breach of this Agreement by

Parent;

(c)

any reasonable and documented costs and expenses incurred by Parent or any of its Affiliates in connection with the negotiation,

entry into and closing of any Disposition Agreement and any related business development related efforts with respect to the Merck

IP during the CVR Term, including the cost of all Parent and its Affiliates’ personnel charged by reference to their full time

employment rate;

(d) any

Losses incurred by Parent or any of its Affiliates arising out of any third-party claims, demands, actions, or other proceedings relating

to or in connection with any Partner Agreement or Disposition Agreement including indemnification payments actually made by, and any

litigation costs incurred by, Parent or any of its Affiliates pursuant to any Partner Agreement or Disposition Agreement;

(e) any

amounts payable to the Rights Agent in connection with the distribution of any CVR Payment; and

(f) such

amount as is required to ensure that Parent retains on its balance sheet throughout the CVR Term, a maintenance fund of $100,000 in connection

with the covenants given by Parent in Section 4.3 (the “Maintenance Fund”), with such amount to be notified

by Parent to the Holder Representative in writing at least five (5) Business Days prior to any CVR Payment being made.

“Permitted

Transfer” means a transfer of CVRs (i) upon death of a Holder by will or intestacy, (ii) pursuant to a court order, (iii)

by operation of law (including by consolidation or merger) or without consideration in connection with the dissolution, liquidation or

termination of any corporation, limited liability company, partnership or other entity, (iv) in the case of CVRs held in book-entry or

other similar nominee form, from a nominee to a beneficial owner and, if applicable, through an intermediary, or (v) as provided in Section

2.5.

“Person”

means any individual, corporation, partnership, joint venture, estate, trust, company, limited liability company, firm, society or other

enterprise, association, organization, or any other entity not specifically listed herein, including any governmental authority.

“Pfizer

License Agreement” means the agreement pursuant to which CRC grants to Pfizer a license in relation to certain intellectual

property rights covering KAT6.

“Pro

Rata Share” means, with respect to any Holder, the quotient obtained by dividing (i) the aggregate number of CVRs held

by such Holder by (ii) the aggregate number of outstanding CVRs held by all Holders, in each case, as reflected in the CVR Register.

“Rights

Agent” means the Rights Agent named in the first paragraph of this Agreement, until a successor Rights Agent shall have

been appointed pursuant to ‎Article 3 of this Agreement, and thereafter “Rights Agent” will mean

such successor Rights Agent.

“R&D

Tax Credit Payment” means 100% of any cash payment received by Bionomics from the applicable tax authority in relation

to the R&D Tax Claim minus any (i) reasonable and documented expenses incurred by Parent or any of its Affiliates during the CVR

Term in connection with the preparation and submission of the R&D Tax Claim and any related correspondence with the applicable tax

authority and (ii) any deduction arising in respect of limb (a) of Permitted Deductions.

“R&D

Tax Claim” means the R&D tax incentive application lodged or to be lodged with the Australian Department of Industry,

Innovation and Science by Bionomics in respect of research activities undertaken by Bionomics during the financial year ending 30 June

2026 and, to the extent lodged following the date of this Agreement, in a form approved by Parent, acting reasonably.

“Securities

Act” means the Securities Act of 1933, as amended.

“Payment

Statement” means, for a given CVR Payment Period during the CVR Term, a written statement of Parent, signed on behalf of

Parent, setting forth in reasonable detail the calculation of the applicable CVR Payment for such CVR Payment Period.

entity shall be deemed to be a “Subsidiary” of a Person if such Person directly or indirectly owns or purports

to own, beneficially or of record, (a) an amount of voting securities or other interests in such entity that is sufficient to enable

such Person to elect at least a majority of the members of such entity’s board of directors or other governing body, or (b) at

least 50% of the outstanding equity, voting, beneficial or financial interests in such entity.

Article

CONTINGENT VALUE RIGHTS

2.1 Holders

of CVRs; Appointment of Rights Agent.

(a) The

CVRs represent the contractual rights of Holders to receive the aggregate CVR Payments from Parent pursuant to this Agreement. The initial

Holders shall be the holders of Company Common Stock as of the close of business on the last Business Day prior to the day on which the

Effective Time occurs (the “Record Date”). One CVR will be issued with respect to each share of Company Common

Stock that is outstanding as of the close of business on the Record Date.

(b) Parent

hereby appoints the Rights Agent to act as rights agent for Parent in accordance with the express terms and conditions set forth in this

Agreement, and the Rights Agent hereby accepts such appointment.

2.2 No

Certificate; Registration; Registration of Transfer; Change of Address.

(a) Holders’

rights and obligations in respect of the CVRs derive solely from this Agreement. The CVRs will not be evidenced by a certificate or other

instrument.

(b) The

Rights Agent will create and maintain a register (the “CVR Register”) for the purposes of (i) identifying the

Holders of CVRs, (ii) determining the Holders’ entitlement to CVRs and (iii) registering the CVRs and Permitted Transfers thereof.

The CVR Register will be created, and CVRs will be distributed, pursuant to the written instructions to the Rights Agent from Parent

that are consistent with the terms set out in this Agreement. Except for the obligations to the Rights Agent and the Holder Representative

set forth herein, neither Parent nor its Subsidiaries will have any responsibility or liability whatsoever to any Person other than the

Holders.

to the restrictions on transferability set forth in Section 2.6, every request made to transfer CVRs must be in writing and accompanied

by a written instrument of transfer reasonably acceptable to the Rights Agent, together with other requested documentation

in a form reasonably satisfactory to the Rights Agent, duly executed and properly completed, as applicable, by the Holder or Holders

thereof, or by the duly appointed legal representative, personal representative or survivor of such Holder or Holders, setting forth

in reasonable detail the circumstances relating to the transfer. Upon receipt of such written notice, the Rights Agent will, subject

to its reasonable determination in accordance with its own internal procedures, that the transfer instrument is in proper form and otherwise

complies on its face with the other terms and conditions of this Agreement (including the provisions in Section 2.6), register

the transfer of the applicable CVRs in the CVR Register. All transferred CVRs registered in the CVR Register will be the valid obligations

of Parent, evidencing the same right, and entitling the transferee to the same benefits and rights under this Agreement, as those held

by the transferor. Parent and the Rights Agent may each require payment by the applicable Holder of a sum sufficient to cover any stamp

or other Tax or governmental charge that is imposed in connection with any such registration of transfer (or evidence from the applicable

Holder that such Taxes and charges are not applicable). No transfer of CVRs shall be valid until registered in the CVR Register and unless

such transfer would not violate the Securities Act. Any putative transfer not duly registered in the CVR Register or in violation of

the Securities Act shall be void.

(d) A

Holder may make a written request to the Rights Agent to change such Holder’s address of record in the CVR Register. Such written

request must be duly executed by such Holder. Upon receipt of such written notice, the Rights Agent shall promptly record the change

of address in the CVR Register. The Holder Representative or the Acting Holders may, without duplication, make a written request to the

Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Upon

receipt of such written request from the Acting Holders, the Rights Agent shall promptly deliver a copy of such list to the Holder Representative

or the Acting Holders, as appropriate.

2.3 Payment

Procedures.

(a) No

later than forty-five (45) days following the end of each CVR Payment Period during the CVR Term, Parent shall deliver to the Rights

Agent a Payment Statement for such CVR Payment Period. Concurrent with the delivery of each Payment Statement, on the terms and conditions

of this Agreement, Parent shall pay the Rights Agent in U.S. dollars an amount equal to the CVR Payment for the applicable CVR Payment

Period; provided, however, that in the event that the aggregate CVR Payment on any Payment Statement is less than $250,000, no CVR Payment

shall be due and instead such CVR Payment shall be added to subsequent CVR Payments until: (i) the aggregate CVR Payments shall be at

least $250,000 or (ii) the final CVR Payment Period. Parent will cause an amount equal to such CVR Payment to be transferred by wire

transfer of immediately available funds to an account designated in writing by the Rights Agent (for further distribution to the Holders

in accordance with the terms hereof) not less than ten (10) Business Days prior to the date of the applicable payment.

(b) Upon

receipt of the wire transfer referred to in Section 2.3(a), the Rights Agent will promptly (and in any event within 10 Business

Days) pay, by check mailed, first-class postage prepaid, to the address of each Holder set forth in the CVR Register at such time or

by other method of delivery as specified by the applicable Holder in writing to the Rights Agent, an amount in cash equal to such Holder’s

Pro Rata Share of the applicable CVR Payment.

respect to any Net Proceeds that are paid to Parent or its Affiliates, Parent shall have no further liability in respect of the respective

CVR Payment upon delivery of the relevant funds to the Rights Agent in accordance with Section 2.3(a).

(d) Parent

and the Rights Agent will be entitled to deduct and withhold, or cause to be deducted and withheld, from any amounts required to be paid

or distributed under this Agreement (including any CVR Payment payable pursuant to this Agreement), such amounts as Parent and the Rights

Agent reasonably determine they are required to deduct and withhold with respect to the making of such payment or distribution (including

in respect of the distribution of CVRs) under any provision of applicable Law relating to Taxes. To the extent that amounts are so deducted

and withheld, such deducted and withheld amounts will be treated for all purposes of this Agreement as having been paid or distributed

to the Holder in respect of which such deduction and withholding were made. The Rights Agent will solicit from each Holder a properly

completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable, at or prior to any distribution or other payment to

such Holder under this Agreement.

(e) Any

portion of a CVR Payment that remains undistributed to the Holders on the date that is twelve months after the Rights Agent’s receipt

of the applicable Payment Statement (including by means of uncashed checks or invalid addresses on the CVR Register) will be delivered

by the Rights Agent to Parent or a Person nominated in writing by Parent (with written notice thereof from Parent to the Rights Agent),

and any Holder will thereafter look only to Parent for payment of such CVR Payment (which shall be without interest).

(f) If

any CVR Payment (or portion thereof) remains unclaimed by a Holder on the date that is six years after the Rights Agent’s receipt

of the applicable Payment Statement or the CVR Payment (or immediately prior to such earlier date on which such CVR Payment would otherwise

escheat to or become the property of any governmental authority), then: (i) such CVR Payment (or portion thereof) will, to the extent

permitted by applicable Law, become the property of Parent and will be transferred to Parent or a Person nominated in writing by Parent

(with written notice thereof from Parent to the Rights Agent), free and clear of all claims or interest of any Person previously entitled

thereto, and no consideration or compensation shall be payable therefor, (ii) the CVRs to which such payment relates shall be deemed

abandoned in accordance with Section 2.5 and shall no longer be deemed outstanding for any purpose (including for purposes of

calculating each Holder’s Pro Rata Share) and (iii) the amount equal to the amount of the unclaimed CVR Payment will be applied

as a reduction to Permitted Deductions. Neither Parent nor the Rights Agent will be liable to any Person in respect of a CVR Payment

delivered to a public official pursuant to any applicable abandoned property, escheat or similar legal requirement under applicable Law.

In addition to and not in limitation of any other indemnity obligation herein, Parent agrees to indemnify and hold harmless the Rights

Agent with respect to any liability, penalty, cost or expense the Rights Agent may incur or be subject to in connection with transferring

such property to Parent or a public official. Prior to any CVR Payment (or portion thereof) becoming the property of Parent pursuant

to this Section 2.3(f), Parent shall take commercially reasonable steps to locate any Holder to whom such payment is owed, including

by sending written notice(s) to the last known address of such Holder.

2.4 No

Voting, Dividends or Interest; No Equity or Ownership Interest.

(a) CVRs

will not have any voting or dividend rights, and interest will not accrue on any amounts payable in respect of CVRs.

(b) CVRs

will not represent any equity, loan capital or ownership interest in Parent or any of its Affiliates. The sole right of the Holders to

receive property hereunder is the right to receive CVR Payments, if any, in accordance with the terms hereof.

Parent nor its Affiliates owe, by virtue of their obligations under this Agreement, a fiduciary duty or any implied duties to the Holders

and the parties hereto intend solely the express provisions of this Agreement to govern their contractual relationship with respect to

the CVRs, nor does Parent or its Affiliates guarantee that Holders will receive any payments under this Agreement or in connection with

the CVRs. This Section 2.4(c) is an essential and material term of this Agreement.

2.5 Ability

to Abandon CVR. A Holder may at any time, at such Holder’s option or upon the failure to claim payment under Section 2.3(f),

abandon all of such Holder’s remaining rights represented by CVRs by transferring such CVR to Parent or a Person nominated in writing

by Parent (with written notice thereof from Parent to the Rights Agent) without consideration in compensation therefor, and such rights

will be cancelled, with the Rights Agent being promptly notified in writing by Parent of such transfer and cancellation. No such notice

to the Rights Agent shall be required in the case of abandonment due to the failure to claim payment under Section 2.3(f). Nothing

in this Agreement is intended to prohibit Parent or its Affiliates from offering to acquire or acquiring CVRs, in private transactions

or otherwise, for consideration in its sole discretion.

2.6 Non-transferable.

The CVRs may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in

part, other than through a Permitted Transfer. The CVRs will not be listed on any quotation system or traded on any securities exchange.

Any purported transfer of a CVR other than through a Permitted Transfer shall be null and void ab initio.

2.7 Tax

Matters. Except to the extent any portion of a CVR Payment is required to be treated as interest pursuant to applicable Law, Parent,

its Affiliates (including the Company and its Subsidiaries) and the Holder Representative intend that, for all U.S. federal and applicable

state and local income tax purposes, (i) the CVRs received in respect of Company Common Stock will be treated as additional consideration

paid with respect to such Company Common Stock in the Merger, (ii) any CVR Payments received in respect of such CVRs are treated as payments

with respect to the applicable CVRs, and (iii) any CVR Payment paid in respect of any Company Equity Award will be treated as compensation

in the year in which the CVR Payment is made (and not upon the receipt of such CVR). Parent and its Affiliates (including the Company

and its Subsidiaries) shall (and shall instruct the Rights Agent to) report to the extent required by applicable Law for all Tax purposes

in a manner consistent with the foregoing, and none of the parties will take any position to the contrary on any U.S. federal, state

and local Tax returns or for other U.S. federal and applicable state and local income tax purposes, unless otherwise required by changes

in applicable Law or a “determination” within the meaning of Section 1313(a) of the Code (or a similar determination under

applicable state or local Law).

Article

THE RIGHTS AGENT

3.1 Certain

Duties and Responsibilities.

(a) The

Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent such

liability arises as a result of the willful misconduct, bad faith, fraud or gross negligence of the Rights Agent (in each case as determined

by a final non-appealable judgment of court of competent jurisdiction). Anything to the contrary notwithstanding, in no event will the

Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damages of any kind whatsoever (including,

without limitation, lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damages, and regardless

of the form of action.

(b) The

Rights Agent will not have any duty or responsibility in the case of the receipt of any written demand from any Holder with respect to

any action or default by any Person or entity, including, without limiting the generality of the foregoing, any duty or responsibility

to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon Parent. Without prejudice to the rights

of the Holder Representative and Acting Holders pursuant to this Agreement, all rights of action under this Agreement may be enforced

(but shall not be required to be enforced) by the Rights Agent, any claim, action, suit, audit, investigation or proceeding instituted

by the Rights Agent will be brought in its name as the Rights Agent and any recovery in connection therewith will be for the proportionate

benefit of all the Holders, as their respective rights or interests may appear on the CVR Register.

3.2 Certain

Rights of Rights Agent.

(a) The

Rights Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants

or obligations will be read into this Agreement against the Rights Agent.

(b) The

Rights Agent may rely and will be protected by Parent in acting or refraining from acting upon any resolution, certificate, statement,

instrument, opinion, report, notice, request, direction, consent, order or other paper or document believed by it in the absence of bad

faith to be genuine and to have been signed or presented by or on behalf of Parent.

the Rights Agent deems it desirable that a matter be proved or established prior to taking or omitting any action hereunder, the Rights

Agent may (i) rely upon an Officer’s Certificate and (ii), in the absence of bad faith, gross negligence, fraud or willful misconduct

on its part, incur no liability and be held harmless by Parent for or in respect of any action taken or omitted to be taken by it under

the provisions of this Agreement in reliance upon such Officer’s Certificate.

(d) The

Rights Agent may engage and consult with counsel of its selection, and the written advice or opinion of such counsel will, in the absence

of bad faith, gross negligence, fraud or willful misconduct on the part of the Rights Agent, be full and complete authorization and protection

in respect of any action taken or not taken by the Rights Agent in reliance thereon.

(e) Any

permissive rights of the Rights Agent hereunder will not be construed as a duty.

(f) The

Rights Agent will not be required to give any note or surety in respect of the execution of its powers or otherwise under this Agreement.

(g) Parent

agrees to indemnify the Rights Agent for, and to hold the Rights Agent harmless from and against, any loss, liability, damage, judgment,

fine, penalty, cost, indebtedness, obligation, claim, deficiency, guaranty, endorsement or expense (each, a “Loss”)

suffered or incurred by the Rights Agent and arising out of or in connection with the Rights Agent’s performance of its obligations

under this Agreement, including the reasonable and documented costs and expenses of defending the Rights Agent against any claims, charges,

demands, actions or suits arising out of or in connection with the execution, acceptance, administration, exercise and performance of

its duties under this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly

or indirectly, or enforcing its rights hereunder, except to the extent such Loss has been determined by a final non-appealable decision

of a court of competent jurisdiction to have resulted from the Rights Agent’s gross negligence, bad faith, fraud or willful misconduct;

provided that this Section 3.2(g) shall not apply to (i) income, receipt, franchise or similar Taxes, (ii) any Taxes imposed due

to the Rights Agent’s connection with the jurisdiction imposing such Taxes (other than any connection caused solely by this Agreement

or the Rights Agent performing, enforcing or receiving payments under this Agreement), or (iii) any Taxes imposed due to the failure

of the Rights Agent to provide any form, document or certificate that would have reduced or eliminated the amount of withholding taxes

(“Excluded Taxes”).

(h) In

addition to the indemnification provided under Section 3.2(g), Parent agrees (i) to pay the fees of the Rights Agent in connection

with the Rights Agent’s performance of its obligations hereunder, as agreed upon in writing by the Rights Agent and Parent on or

prior to the date of this Agreement, and (ii) to reimburse the Rights Agent for all reasonable and properly documented out-of-pocket

expenses, including all stamp and transfer Taxes (excluding any Excluded Taxes) and governmental charges, incurred by the Rights Agent

in the performance of its obligations under this Agreement, except that Parent will have no obligation to pay the fees of the Rights

Agent or reimburse the Rights Agent in connection with any lawsuit initiated by the Rights Agent on behalf of itself or the Holders,

except in the case of any suit enforcing the provisions of Section 2.3(a) or Section 3.2(g), if Parent is found by a court

of competent jurisdiction to be liable to the Rights Agent or the Holders, as applicable in such suit.

(i) No

provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability

in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it believes that repayment of

such funds or adequate indemnification against such risk or liability is not reasonably assured to it.

(j) The

Rights Agent will not be deemed to have knowledge of any event of which it was supposed to receive notice hereunder but has not received

written notice of such event, and the Rights Agent will not incur any liability for failing to take action in connection therewith, in

each case, unless and until it has received such notice in writing.

(k) Subject

to applicable Law, (i) the Rights Agent and any shareholder, affiliate, director, officer or employee of the Rights Agent may buy, sell

or deal in any securities of Parent or become pecuniarily interested in any transaction in which Parent may be interested, or contract

with or lend money to Parent or otherwise act as fully and freely as though it were not the Rights Agent under this Agreement, and (ii)

nothing herein will preclude the Rights Agent from acting in any other capacity for Parent or for any other Person.

(l) The

Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or

by or through its attorney or agents and the Rights Agent shall not be answerable or accountable for any act, default, neglect or misconduct

of any such attorney or agents or for any loss to Parent resulting from any such act, default, neglect or misconduct, absent gross negligence,

bad faith or willful misconduct (each as determined by a final non-appealable judgment of a court of competent jurisdiction) in the selection

and continued employment thereof.

(m) Parent

shall perform, acknowledge and deliver or cause to be performed, acknowledged and delivered all such further and other acts, documents,

instruments and assurances as may be reasonably required by the Rights Agent for the carrying out or performing by the Rights Agent of

the provisions of this Agreement.

(n) The

Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement (except its

countersignature thereof) or be required to verify the same, and all such statements and recitals are and shall be deemed to have been

made by Parent only.

(o) The

Rights Agent shall act hereunder solely as agent for Parent and shall not assume any obligations or relationship of agency or trust with

any of the owners or holders of the CVRs. The Rights Agent shall not have any duty or responsibility in the case of the receipt of any

written demand from any Holders with respect to any action or default by Parent, including, without limiting the generality of the foregoing,

any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon Parent.

(p) The

Rights Agent shall not be liable or responsible for any failure of Parent to comply with any of its obligations relating to any registration

statement filed with the Securities and Exchange Commission or this Agreement, including without limitation obligations under applicable

regulation or law.

(q) The

obligations of Parent under this Section 3.2 shall survive the expiration of the CVRs and the termination of this Agreement and

the resignation, replacement or removal of the Rights Agent.

3.3 Resignation

and Removal; Appointment of Successor.

(a) The

Rights Agent may resign at any time by written notice to Parent. Any such resignation notice shall specify the date on which such resignation

will take effect (which shall be at least 30 days following the date that such resignation notice is delivered), and such resignation

will be effective on the earlier of (x) the date so specified and (y) the appointment of a successor Rights Agent.

(b) Parent

will have the right to remove the Rights Agent at any time by written notice to the Rights Agent, specifying the date on which such removal

will take effect. Such notice will be given at least 30 days prior to the date so specified (or, if earlier, the appointment of the successor

Rights Agent).

the Rights Agent resigns, is removed or becomes incapable of acting, Parent will promptly appoint a qualified successor Rights Agent.

Notwithstanding the foregoing, if Parent fails to make such appointment within a period of 30 days after giving notice of such removal

or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent, then the incumbent

Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent at the cost of Parent, which

cost shall be deducted from the Gross Proceeds. The successor Rights Agent so appointed will, upon its acceptance of such appointment

in accordance with this ‎Section 3.3(c) and ‎Section 3.4, become the Rights Agent for all purposes hereunder.

(d) Parent

will give notice to the Holders of each resignation or removal of the Rights Agent and each appointment of a successor Rights Agent in

accordance with ‎Section 6.2. Each notice will include the name and address of the successor Rights Agent. If Parent

fails to send such notice within ten Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights

Agent will cause the notice to be mailed at the expense of Parent.

(e) Notwithstanding

anything to the contrary in this Section 3.3, unless consented to in writing by the Acting Holders, Parent will not appoint as

a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of a

commercial bank.

(f) The

Rights Agent will reasonably cooperate with Parent and any successor Rights Agent in connection with the transition of the duties and

responsibilities of the Rights Agent to the successor Rights Agent, including the transfer of all relevant data, including the CVR Register,

to the successor Rights Agent; but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any

additional liability in connection with the foregoing.

3.4 Acceptance

of Appointment by Successor. Every successor Rights Agent appointed hereunder will, at or prior to such appointment, execute, acknowledge

and deliver to Parent and to the resigning or removed Rights Agent an instrument accepting such appointment and a counterpart of this

Agreement, and such successor Rights Agent, without any further act, deed or conveyance, will become vested with all the rights, powers,

trusts and duties of the Rights Agent; provided, that upon the request of Parent or the successor Rights Agent, such resigning

or removed Rights Agent will execute and deliver an instrument transferring to such successor Rights Agent all the rights, powers and

trusts of such resigning or removed Rights Agent.

Article

COVENANTS

4.1 List

of Holders. Parent will furnish or cause to be furnished to the Rights Agent, in such form as Parent receives from its transfer agent

(or other agent performing similar services for Parent), the names and addresses of the Holders within 21 calendar days following the

Effective Date.

4.2 Audit

Rights. Until the Termination Date and for a period of one year thereafter, Parent shall keep, and shall require its Affiliates to

keep, complete and accurate books and records that may be necessary for the purpose of calculating the CVR Payments payable under this

Agreement. The Holder Representative shall have the right to appoint an independent accounting firm to perform, on behalf of all Holders,

an inspection of such books and records for the sole purpose of determining the CVR Payments payable hereunder, subject to the prior

execution and delivery of a reasonable confidentiality agreement by such accounting firm. Upon at least ten Business Days’ prior

written notice from the Holder Representative, such audit shall be conducted during regular business hours in such a manner as to not

unnecessarily interfere with Parent’s normal business activities. Such audit shall not be performed more frequently than once per

calendar year. If the audit reveals an overpayment, Parent shall be entitled to withhold such amount from future payments of CVR Payments.

If the audit reveals an underpayment, Parent shall promptly (and in any event within 30 days) remit such amount to the Rights Agent for

distribution to the Holders. Parent shall pay the audit costs if the audit reveals an underpayment; otherwise, the cost of such audit

shall be a Permitted Deduction.

4.3 Covenants

of Parent.

(a) Maintenance

of Partner Agreements. Subject to Section 4.3(b), Parent shall, and shall procure that its Affiliates shall, maintain in good

standing throughout the shorter of (i) the CVR Term and (ii) the term of the applicable Partner Agreement, all licenses, permits, registrations,

and intellectual property rights relating to such Partner Agreement. Parent shall, and shall cause each of its Affiliates to, maintain

and use commercially reasonable efforts to enforce Parent’s and such Affiliate’s rights under, and comply with all of Parent’s

or such Affiliate’s contractual obligations under, such Partner Agreement, save that Parent shall not be required to take any enforcement

action to the extent that the Parent board of directors determines in good faith, that such enforcement action may reasonably be considered

to constitute a breach of the fiduciary duties of the Parent board of directors. Any costs incurred by Parent or such Affiliate pursuant

to this Section 4.3(a) will constitute Permitted Deductions.

(b) Maintenance

for the purposes of a Disposition Agreement. Following any termination or expiration of the Merck Research and Collaboration Agreement,

Parent shall and shall procure that its Affiliates shall, use commercially reasonable efforts to maintain in good standing for the longer

of (i) 9 months after the date of such termination or expiration of the Merck Research and Collaboration Agreement (such 9 month period

the “Merck Disposition Period”) and (ii) six (6) months after the date on which a negotiation in respect of a potential

Disposition Agreement that commenced during the Merck Disposition Period began, all licenses, permits, registrations and intellectual

property rights relating to the Merck IP.

of terms of Merck Research and Collaboration Agreement. Following termination of the Merck Research and Collaboration Agreement,

Parent shall use commercially reasonable efforts to enforce its rights under the Merck Research and Collaboration Agreement relating

to consequences of termination, save that Parent shall not be required to take any enforcement action to the extent that the Parent board

of directors determines in good faith, that such enforcement action may reasonably be considered to constitute a breach of the fiduciary

duties of the Parent board of directors.

(d) No

Negative Acts. Parent shall not, and shall procure that its Affiliates shall not, take any action (or deliberately omit to take any

action) with the specific intention of minimizing, reducing or delaying CVR Payments to Holders; and

(e) Reporting

and Information Rights. To the extent reasonably requested by the Holder Representative, and subject to the terms of the applicable

Partner Agreement, Parent and each of its Affiliates shall exercise its rights under a Partner Agreement in order to obtain any notices,

records, files, documents, reports, correspondence, studies, or other information to which it is entitled under the terms of a Partner

Agreement and will share such information with the Holder Representative, subject to the receipt of appropriate confidentiality undertakings

from the Holder Representative.

(f) Cooperation

with Holder-Proposed Disposition. Where the Holder Representative or any Holder or Holders holding more than 5% of the CVRs outstanding

at such time has identified a bona fide potential counterparty in respect of a proposed Disposition during the Merck Disposition Period

and has notified Parent during the Merck Disposition Period thereof in writing, setting out in reasonable detail the identity of the

proposed counterparty and the proposed principal commercial terms of the Disposition, Parent shall use good faith efforts to facilitate

the negotiations and the execution of a commercially reasonable Disposition Agreement for up to six (6) months after such notification

has been provided to Parent, which efforts shall include:

(i) making

available to the proposed counterparty, subject to the prior execution and delivery by such counterparty of a customary non-disclosure

agreement in favour of Parent on terms satisfactory to Parent (acting reasonably) and any ongoing obligations of confidentiality owed

by Parent or any of its Affiliates to Merck, such information relating to the Merck IP as is reasonably necessary for the proposed counterparty

to conduct an evaluation of the proposed Disposition;

(ii) making

suitably qualified and experienced internal personnel reasonably available to engage with the proposed counterparty in connection with

negotiation of the Disposition Agreement and requiring such personnel to engage in good faith negotiation and Disposition Agreement drafting

activities;

(iii) responding

in good faith and within a reasonable time to any written questions or requests for information from the Holder Representative, the relevant

Holder(s) or the proposed counterparty in connection with the proposed Disposition, to the extent Parent is reasonably able to do so;

and

(iv) entering

into a commercially reasonable Disposition Agreement reached with the proposed counterparty provided that Parent shall not be required

to provide any representations and warranties in respect of the Merck IP, other than the absence of Encumbrances having been created

with the agreement of Parent or its Affiliates following the Effective Date,

Provided

that, for the avoidance of doubt (i) any reasonable and documented costs and expenses, including any costs of Parent and its Affiliates’

personnel, incurred by Parent or any of its Affiliates in connection with its performance of this Section 4.3(f) shall constitute

Permitted Deductions pursuant to clause (c) of the definition of Permitted Deductions and (ii) to the extent more than one proposal for

a Disposition is received before any Disposition Agreement is executed during the Merck Disposition Period or the six (6) month negotiation

period referred to above, Parent will be entitled determine which Disposition to proceed with based on its reasonable assessment of which

Disposition is likely to be more beneficial for Holders as a whole.

4.4 From

and after the Effective Time, except as the Holder Representative shall otherwise consent in writing (in the Holder’s Representative’s

sole discretion), Parent shall not, and shall cause each of its Affiliates not to, during the CVR Term:

(a) terminate

any Partner Agreement;

(b) amend

or modify, unless any such amendment or modification does not materially adversely affect the interests of the Holders, any Partner Agreement;

always to the fiduciary duties of the Parent board of directors, commence a voluntary case under any foreign, federal or state bankruptcy,

insolvency or other similar Law now or hereafter in effect with respect to Parent, Merger Sub or Bionomics;

(d) subject

always to the fiduciary duties of the Parent board of directors, consent to the entry of an order for relief in an involuntary bankruptcy

or similar case, or to the conversion of an involuntary case to a voluntary case, under any such Law with respect to Parent, Merger Sub

or Bionomics; or

(e) subject

always to the fiduciary duties of the Parent board of directors, consent to the appointment of, or the taking of possession by, a receiver,

trustee or other custodian for all or a substantial part of the properties of Parent, Merger Sub or Bionomics.

4.5 No

Conflict. Parent will not, and will cause each of its Affiliates not to, enter into any agreement with any Person that is, or otherwise

take any actions or inactions, in conflict with this Agreement in any material respect or materially adversely affect the performance

of its obligations under this Agreement.

Article

AMENDMENTS

5.1 Amendments

Without Consent of Holders or Rights Agent.

(a) Parent,

at any time and from time to time, may enter into one or more amendments to this Agreement for any of the following purposes, without

the consent of any of the Holders or the Rights Agent (subject to Section 5.3), provided, that if any such amendment(s)

(individually or in the aggregate) impairs or adversely affects the rights of the Holders hereunder, such amendment shall also require

the prior written consent of the Holders in accordance with Section 5.2:

(i) to

evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants

and obligations of the Rights Agent herein in accordance with the provisions hereof;

(ii) to

evidence the succession of another Person to Parent and the assumption of any such successor of the covenants of Parent outlined herein

in a transaction contemplated by ‎Section 6.6;

(iii) to

add to the covenants of Parent such further covenants, restrictions, conditions or provisions for the protection and benefit of the Holders;

provided, that in each case, such provisions shall not adversely affect the interests of the Holders;

(iv) to

cure any ambiguity, to correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision

in this Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided,

that in each case, such provisions shall not adversely affect the interests of the Holders;

(v) as

may be necessary to ensure that CVRs are not subject to registration under the Securities Act or the Securities Exchange Act of 1934,

as amended, and the rules and regulations made thereunder, or any applicable state securities or “blue sky” laws;

(vi) as

may be necessary to ensure that Parent is not required to produce a prospectus or an admission document in relation to the CVRs in order

to comply with applicable Law;

(vii) to

cancel CVRs (i) in the event that any Holder has abandoned its rights in accordance with Section 2.5 or (ii) following a transfer

of such CVRs to Parent or its Affiliates in accordance with Section 2.2 and Section 2.6;

(viii) as

may be necessary to ensure that Parent complies with applicable Law; or

(ix) to

effect any other amendment to this Agreement that would provide any additional rights or benefits to the Holders or that does not adversely

affect the interests or rights under this Agreement of any such Holder.

(b) Promptly

after the execution by Parent of any amendment pursuant to this ‎Section 5.1, Parent will (or will cause the Rights Agent

to) notify the Holders in general terms of the substance of such amendment in accordance with ‎Section 6.2.

5.2 Amendments

with Consent of Holders.

(a) In

addition to any amendments to this Agreement that may be made by Parent without the consent of any Holder or the Rights Agent pursuant

to ‎Section 5.1, with the consent of the Acting Holders, Parent and the Rights Agent may enter into one or more amendments

to this Agreement for the purpose of adding, eliminating or amending any provisions of this Agreement, even if such addition, elimination

or amendment is adverse to the interests of the Holders.

(b) Promptly

after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this ‎Section 5.2, Parent

will (or will cause the Rights Agent to) notify the Holders in general terms of the substance of such amendment in accordance with ‎Section

6.2.

5.3 Effect

of Amendments. Upon the execution of any amendment under this ‎Article 5, this Agreement will be modified in accordance

therewith, such amendment will form a part of this Agreement for all purposes and every Holder will be bound thereby. Upon the delivery

of a certificate from an appropriate officer of Parent which states that the proposed supplement or amendment is in compliance with the

terms of this ‎Article 5, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything in this

Agreement to the contrary, the Rights Agent shall not be required to execute any supplement or amendment to this Agreement that it has

determined would adversely affect its own rights, duties, obligations or immunities under this Agreement. No supplement, amendment or

other modification to this Agreement shall be effective unless duly executed by the Rights Agent.

Article

MISCELLANEOUS

6.1 Notices

to Rights Agent and to Parent. All notices, requests and other communications (each, a “Notice”) to any

party hereunder shall be in writing and delivered personally, by FedEx or other internationally recognized overnight courier service

or, except with respect to any Notice from any Holder, by email. Such Notice shall be deemed given (a) on the date of delivery, if delivered

in person or by e-mail (upon confirmation of receipt) prior to Article 5:00 p.m. in the time zone of the receiving party or on the next

Business Day, if delivered after 5:00 p.m. in the time zone of the receiving party or (b) on the first Business Day following the date

of dispatch, if delivered by FedEx or by other internationally recognized overnight courier service (upon proof of delivery), addressed

as follows:

to the Rights Agent, to:

[●]

Attention: [●]

E-mail: [●]

to Parent, to:

Bellhouse

Building, Sanders Road, Oxford Science Park,

Oxford

OX4 4GD, United Kingdom

Attention:

[***]

E-mail:

[***]

to Holder Representative, to:

[●]

Attention: [●]

E-mail: [●]

to such other address as such party may hereafter specify for the purpose by notice to the other parties hereto.

Parent

shall deliver a copy of any and all notices, written instruments and any other information delivered to the Rights Agent hereunder to

the Holder Representative concurrently with such delivery to the Rights Agent, addressed to the Holder Representative at the address

set out above or as notified to Parent in writing from time to time.

6.2 Notice

to Holders. All Notices required to be given to the Holders will be given (unless otherwise herein expressly provided) in writing

and mailed, first-class postage prepaid, to each Holder at such Holder’s address as set forth in the CVR Register, not later than

the latest date, and not earlier than the earliest date, prescribed for the sending of such Notice, if any, and will be deemed given

on the date of mailing. In any case where notice to the Holders is given by mail, neither the failure to mail such Notice, nor any defect

in any Notice so mailed, to any particular Holder will affect the sufficiency of such Notice with respect to other Holders.

6.3 Entire

Agreement. As between Parent and the Rights Agent, this Agreement constitutes the entire agreement between the parties with respect

to the subject matter of this Agreement, notwithstanding the reference to any other agreement herein, and supersedes all prior agreements

and understandings, both written and oral, among or between any of the parties with respect to the subject matter of this Agreement.

6.4 Successor

Substituted. Upon any consolidation of or merger by Parent with or into any other Person, or any conveyance, transfer or lease of

substantially all of the properties and assets of Parent to any Person, the surviving Person or acquiring Person (as applicable) shall

succeed to, and be substituted for, and may exercise every right and power of, and shall assume all of the obligations of Parent under

this Agreement with the same effect as if such Person had been named as Parent herein.

6.5 Merger

or Consolidation or Change of Name of Rights Agent. Any Person into which the Rights Agent or any successor Rights Agent may be merged

or with which it may be consolidated, or Person resulting from any merger or consolidation to which the Rights Agent or any successor

Rights Agent shall be a party, or any Person succeeding to the stock transfer or other shareholder services business of the Rights Agent

or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any

paper or any further act on the part of any of the parties hereto, provided, that such Person would be eligible for appointment

as a successor Rights Agent under the provisions of ‎Section 3.3. The purchase of all or substantially all of the Rights Agent’s

assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this ‎Section

6.5.

6.6 Successors

and Assigns. This Agreement will be binding upon, and will be enforceable by and inure solely to the benefit of, the Holders, Parent

and the Rights Agent and their respective successors and assigns. Except for assignments to its Affiliates and as provided in ‎Section

6.5, the Rights Agent may not assign this Agreement without Parent’s prior written consent. Subject to Section 5.1(a)(ii)

and Section 6.4 hereof, Parent may assign, in its sole discretion and without the consent of any other party, any or all of its

rights, interests and obligations hereunder to one or more of its Affiliates or to any Person with whom Parent is merged or consolidated,

or any entity resulting from any merger or consolidation to which Parent shall be a party (each, an “Assignee”);

provided, however, that in connection with any assignment to an Assignee, Parent shall agree to remain liable for the performance

by Parent of its obligations hereunder (to the extent Parent exists following such assignment). Parent or an Assignee may not otherwise

assign this Agreement without the prior consent of the Acting Holders (such consent not to be unreasonably withheld, conditioned or delayed).

Any attempted assignment of this Agreement in violation of this ‎Section 6.6 will be void ab initio and of no effect.

6.7 Benefits

of Agreement; Action by Acting Holders. Nothing in this Agreement, express or implied, will give to any Person (other than Parent,

the Rights Agent, the Holder Representative, the Holders and their respective permitted successors and assigns hereunder) any benefit

or any legal or equitable right, remedy or claim under this Agreement or under any covenant or provision herein contained, all such covenants

and provisions being for the sole benefit of Parent, the Rights Agent, the Holders and their permitted successors and assigns. The Holders

are intended third-party beneficiaries under this Agreement, but will have no rights hereunder except as are expressly set forth herein.

Except for the rights of the Rights Agent set forth herein, the Acting Holders will have the sole right, on behalf of all Holders, by

virtue of or under any provision of this Agreement, to institute any action or proceeding at law or in equity with respect to the performance

of this Agreement by Parent, and no individual Holder or other group of Holders will be entitled to exercise such rights.

6.8 Governing

Law. This Agreement and the CVRs will be governed by, and construed in accordance with, the Laws of the State of Delaware (without

giving effect to any rule or principle that would result in application of the law of any other jurisdiction) and for all purposes shall

be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within

such State.

6.9 Specific

Enforcement; Jurisdiction. Parent and Holder Representative acknowledge and agree that irreparable damage would occur in the event

that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and

that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that Parent and Holder Representative

shall be entitled to an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement

and to enforce specifically the performance of the terms and provisions of this Agreement, without proof of damages or otherwise (and

each party hereto hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in

addition to any other remedy to which they are entitled at Law or in equity. Parent and Holder Representative further agree not to assert

that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a

remedy of monetary damages would provide an adequate remedy. Parent and Holder Representative acknowledge and agree that the right of

specific enforcement is an integral part of this Agreement and without such right, none of the parties hereto would have entered into

this Agreement.

6.10 Jurisdiction.

In any action or proceeding between any of the parties hereto arising out of or relating to this Agreement or any of the transactions

contemplated hereby, each of the parties hereto: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction

and venue of the Court of Chancery of the State of Delaware, or, if under applicable Law exclusive jurisdiction is vested in the Federal

courts, the United States District Court for the District of Delaware (and appellate courts thereof); (b) agrees that all claims in respect

of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this ‎Section 6.10;

(c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are

an inconvenient forum or do not have jurisdiction over any party; and (e) agrees that service of process upon such party in any such

action or proceeding shall be effective if notice is given in accordance with ‎‎Section 6.1 or ‎Section 6.2

of this Agreement.

6.11 Waiver

of Jury Trial. Each of the parties hereto hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising

out of or related to this Agreement or the transactions contemplated hereby. Each party certifies and acknowledges that (i) no representative,

agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation,

seek to enforce the foregoing waiver, (ii) each party understands and has considered the implication of this waiver, (iii) each party

makes this waiver voluntarily, and (iv) each party has been induced to enter into this agreement by, among other things, the mutual waivers

and certifications in this Section 6.11.

6.12 Severability

Clause. In the event that any provision of this Agreement, or the application of any such provision to any Person or set of circumstances,

is for any reason determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Agreement, and the application

of such provision to Persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable,

will not be impaired or otherwise affected and will continue to be valid and enforceable to the fullest extent permitted by applicable

Law. Upon such a determination, the parties hereto will negotiate in good faith to modify this Agreement so as to effect the original

intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated

as originally contemplated to the fullest extent possible; provided, however, that if an excluded provision shall affect

the rights, immunities, liabilities, duties or obligations of the Rights Agent, the Rights Agent shall be entitled to resign immediately

upon written notice to Parent.

6.13 Counterparts;

Effectiveness. This Agreement may be signed in any number of counterparts, each of which will be deemed an original, with the same

effect as if the signatures thereto and hereto were upon the same instrument. This Agreement or any counterpart may be executed and delivered

by facsimile copies or delivered by electronic communications by portable document format (.pdf), each of which shall be deemed an original.

This Agreement will become effective when each party hereto will have received a counterpart hereof signed by the other party hereto.

Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement will have no effect and

no party will have any right or obligation hereunder (whether by virtue of any oral or written agreement or any other communication).

6.14 Termination.

This Agreement will automatically terminate and be of no further force or effect and, except as provided in Sections 3.2 and

6.15, the parties hereto will have no further liability hereunder, and the CVRs will expire without any consideration or compensation

therefor upon the earliest to occur of: (a) the expiration of the CVR Term, (b) the expiration of all payment obligations to Parent under

the Partner Agreements then in existence and any Disposition Agreement provided that if at the time of expiration of all payment obligations

to Parent under the Partner Agreements, no Disposition Agreement has been entered into, this Agreement shall not terminate pursuant to

this Section 6.14(b) until the earliest to occur of (i) the expiration of all payment obligations of a counterparty to a Disposition

Agreement entered into during the period described in the subsequent part (ii) of this Section 6.14(b); or (ii) the date that

is six (6) months after the expiry of the Merck Disposition Period, unless a Disposition Agreement is entered into during such time,

or (c) the delivery of a written notice of termination duly executed by Parent and the Holder Representative

(such

date, the "Termination Date").

The

termination of this Agreement will not affect or limit the right of Holders to receive the CVR Payments under Section 2.3(a) to

the extent earned prior to the termination of this Agreement, and the provisions applicable thereto will survive the expiration or termination

of this Agreement.

6.15 R&D

Tax Claim. This Agreement shall not terminate pursuant to Section 6.14 while any R&D Tax Claim has been submitted by Bionomics

and is still outstanding.

6.16 Force

Majeure. Notwithstanding anything to the contrary contained herein, none of the Rights Agent, Parent or any of its Subsidiaries (except

as it relates to the obligations of Parent under ‎Article 3) will be liable for any delays or failures in performance resulting

from acts beyond its reasonable control including acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions

or malfunctions of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or

retrieval systems, labor difficulties, war or civil unrest.

6.17 Construction.

(a) As

used in this Agreement, the words “include” and “including,” and variations thereof, will not be deemed to be

terms of limitation, but rather will be deemed to be followed by the words “without limitation.”

(b) The

headings contained in this Agreement are for convenience of reference only, will not be deemed to be a part of this Agreement and will

not be referred to in connection with the construction or interpretation of this Agreement.

reference in this Agreement to a date or time shall be deemed to be such date or time in New York City, United States, unless otherwise

specified. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity

or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption

or burden of proof shall arise favoring or disfavoring any Person by virtue of the authorship of any provision of this Agreement.

Signature

Page Follows

Witness Whereof, each of the parties has caused

this Agreement to be executed as of the day and year first above written.

Scancell

Holdings plc

By:

Name:

Title:

[●]

By:

Name:

Title:

Signature

Page to Contingent Value Rights Agreement

EX-10.5 — FORM OF SUBSCRIPTION AGREEMENT, BY AND AMONG SCANCELL HOLDINGS PLC, SCANCELL MERGER SUB, INC., NEUPHORIA THERAPEUTICS INC. AND INSTITUTIONAL INVESTORS

EX-10.5

Filename: ea029891401ex10-5.htm · Sequence: 7

Exhibit 10.5

Execution version

SUBSCRIPTION

AGREEMENT

July

23, 2026

Scancell

Holdings plc

Bellhouse

Building

Sanders

Road

Oxford

Science Park

Oxford

OX 4 4GD

Ladies

and Gentlemen:

connection with the proposed merger (the “Transaction”) among Scancell Holdings plc, a public limited company

incorporated under the laws of England and Wales (the “Company”), Scancell Merger Sub, Inc., a Delaware corporation

and an indirect wholly owned Subsidiary of the Company (“Merger Sub”), and Neuphoria Therapeutics Inc., a Delaware

corporation (“Neuphoria”, and together with the Company and Merger Sub, the “Parties”

and each a “Party”), in connection with that certain Agreement and Plan of Merger by and among Neuphoria, the

Company and Merger Sub, dated as of July 23, 2026 (as it may be amended, restated and/or supplemented from time to time in accordance

with its terms, the “Transaction Agreement”), the Company is seeking commitments to purchase (i) the Company’s

ordinary shares of £0.001 in the capital of the Company (the “Ordinary Shares”) (ii) the Company’s

American Depositary Shares (the “ADS”), representing Ordinary Shares (with the Ordinary Shares representing

such ADSs being the “Underlying Ordinary Shares”); and / or (iii) the Company’s non-voting ordinary shares,

£0.001 per non-voting ordinary share (the “Non-Voting Ordinary Shares” and, together with the Ordinary

Shares and the ADSs, the “Securities”), for a purchase price of $0.1205 per Security (the “Purchase

Price”), in a private placement to be consummated by the Company prior to or concurrently with the closing of the Transaction

(the “Offering”) in accordance with the terms of the Transaction Agreement. The Company expects that it will

effect a reverse share split or consolidation of its Ordinary Shares prior to the Closing. For the effects of any such changes, please

refer to Section 2(b). For purposes of the Purchase Price, the parties assume that each ADS represents one Ordinary Share at the time

of the Closing (such ratio of Ordinary Shares per ADS, the “Assumed ADS Ratio”), which is subject to adjustment

pursuant to Section 2(c).

accordance with the consummation of the transactions contemplated by the Transaction Agreement (the “Transaction Closing”)

and in accordance with the Transaction Agreement, among other matters, (i) Merger Sub will merge with and into Neuphoria, with Neuphoria

being the surviving corporation as a wholly owned subsidiary of the Company; (ii) the Company shall cause a sponsored American depositary

receipt facility to be established with a reputable bank (such bank or any successor depositary bank, the “Depositary Bank”)

for the purpose of issuing the ADSs; (iii) the ADSs offered and sold pursuant to this Agreement will not be registered and will be issued

as restricted securities (“RADRs”) pursuant to (i) the deposit agreement to be entered into by and among the

Company, the Depositary Bank, and holders and beneficial owners of the ADSs (the “Deposit Agreement”) and (ii)

a letter agreement (the “RADR Letter Agreement”) between the Company and the Depositary Bank that supplements

the Deposit Agreement to establish procedures with respect to the RADRs; and (iv) following effectiveness of a resale registration statement

as contemplated by Section 6 herein and compliance with the procedures in the RADR Letter for, among other things, removal of restrictions

that attach to the RADRs, the RADRs will be cancelled and the Depositary Bank will issue freely transferable ADSs in respect thereof,

which will be listed for trading on the Nasdaq Global Market (the “Nasdaq”).

References

in this subscription agreement (the “Subscription Agreement”) to (1) the Company issuing and selling ADSs to

the undersigned subscriber (“Subscriber”), and similar or analogous expressions, shall be understood to include

references to the Company allotting and issuing the new Underlying Ordinary Shares to the Depositary Bank and procuring the issue of

ADSs representing such Underlying Ordinary Shares by the Depositary Bank or its nominee to the relevant Subscriber; and (2) the purchase

of, or payment for, any ADSs, and similar or analogous expressions, shall be understood to refer to the subscription for the Underlying

Ordinary Shares underlying those ADSs, as well as deposit of the Underlying Ordinary Shares for ADSs, and the payment of the subscription

monies in respect of such ADSs.

References

in this Subscription Agreement to (1) the Company issuing and selling Ordinary Shares and/or Non-Voting Ordinary Shares to the Subscriber

and/or to the Subscriber purchasing, or paying for, Ordinary Shares and/or Non-Voting Ordinary Shares, and similar or analogous expressions,

shall be understood to refer to the Company allotting and issuing the new Ordinary Shares and/or Non-Voting Ordinary Shares to the Subscriber

or its nominees and (2) the purchase price for an Ordinary Share or a Non-Voting Ordinary Share shall be understood to refer to the subscription

price per Ordinary Share or Non-Voting Ordinary Share.

connection with the Transaction, and in consideration of the agreements set forth herein, and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the Subscriber and the Company agree in this Subscription Agreement as

follows:

1. Subscription.

As of the date hereof, Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company agrees to

issue and sell to Subscriber upon payment of the Purchase Price, (i) such number of Ordinary Shares set forth opposite the name of such

Subscriber under the heading “Number of Ordinary Shares”, (ii) such number of ADSs set forth opposite the name of such Subscriber

under the heading “Number of ADSs” and/or (iii) such number of Non-Voting Ordinary Shares set forth opposite the name of

such Subscriber under the heading “Number of Non-Voting Ordinary Shares” as is set forth on the signature page of this Subscription

Agreement, at the Purchase Price per Security and on the terms and subject to the conditions provided for herein. The Company acknowledges

and agrees that the Subscriber reserves the right, by notice in writing to the Company no later than 3 business days prior to Closing,

to adjust the “Number of ADSs” and “Number of Non-Voting Ordinary Shares”, in each case, as set forth opposite

the name of such Subscriber, provided that the aggregate number of Securities shall remain the same. Subscriber acknowledges and agrees

that the Company reserves the right to accept or reject Subscriber’s subscription for the Securities for any reason or for no reason,

in whole or in part, at any time prior to its acceptance by the Company, and the same shall be deemed to be accepted by the Company only

when this Subscription Agreement is signed by a duly authorized person by or on behalf of the Company. If this Subscription Agreement

is terminated in accordance with the terms hereof, Subscriber and each beneficial purchaser, if any, for whom Subscriber is acting as

agent or trustee, understands that any funds, certified checks, or bank drafts delivered by Subscriber representing the Purchase Price

for the Securities will be promptly returned to Subscriber without deduction, and this Subscription Agreement shall have no force or

effect.

2. Closing;

Delivery of Securities.

(a) The

closing of the issuance and sale of the Securities contemplated hereby (the “Closing” and the date on which

the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Transaction Closing.

The Closing shall occur on the date of, and simultaneously with, the Transaction Closing.

(b) If,

after the date of this Agreement and on or prior to the Closing Date, the Company effects a reverse share split or consolidation of the

Ordinary Shares (the “AIM Reverse Split”), then, with effect from the effective date of the AIM Reverse Split:

(i) the

aggregate number of Securities to be subscribed for by each Subscriber shall be reduced by dividing that number by the number of existing

Ordinary Shares being consolidated into one new Ordinary Share pursuant to the AIM Reverse Split (as determined by the board of

directors of the Company and announced via a UK Regulatory Information Service announcement) (the “Share Consolidation Ratio”),

rounded down to the nearest whole number; and

(ii) the

Purchase Price shall be increased to an amount equal to the Purchase Price multiplied by the Share Consolidation Ratio, in each case

such that the aggregate purchase price for the Securities subscribed for by each Subscriber (the “Aggregate Purchase Price”)

remains unchanged. The Company shall notify each Subscriber in writing of the adjusted number of Securities and adjusted Purchase Price

per Security promptly following the effectiveness of the AIM Reverse Split.

at the time of the Closing, the ratio of ADS per Ordinary Share is not the Assumed ADS Ratio (an “ADS Ratio Adjustment”),

then:

(i) the

aggregate number of ADSs to be subscribed for by each Subscriber that is acquiring ADSs shall be adjusted by dividing (A) the number

of Underlying Ordinary Shares such Subscriber would have received (after giving effect to any AIM Reverse Split) by (B) the ADS ratio

as revised pursuant to the ADS Ratio Adjustment (the “Adjusted ADS Ratio”), rounded down to the nearest whole

number of ADSs; and

(ii) the

Purchase Price per ADS shall be adjusted to an amount equal to the Purchase Price per Ordinary Share (after giving effect to any AIM

Reverse Split) multiplied by the Adjusted ADS Ratio, in each case such that the Aggregate Purchase Price remains unchanged. The Company

shall notify each Subscriber in writing of the adjusted number of ADSs and adjusted Purchase Price per ADS promptly following the effectiveness

of the ADS Ratio Adjustment.

(d) The

Company shall provide written notice (via email) to Subscriber (the “Closing Notice”) that the Company reasonably

expects the Transaction Closing to be completed on a date specified in the Closing Notice (the “Scheduled Closing Date”)

that is not less than seven (7) business days after the date of the Closing Notice, which Closing Notice shall contain the Company’s

wire instructions for an escrow account (the “Escrow Account”) established by the Company with a third-party

escrow agent (the “Escrow Agent”) to be identified in the Closing Notice. At least two (2) business days prior

to the Scheduled Closing Date (unless otherwise agreed to in writing by the Company), Subscriber shall deliver to the Escrow Account

the Aggregate Purchase Price by wire transfer of United States dollars in immediately available funds. The wire transfer shall identify

Subscriber, and unless otherwise agreed by the Company and the Escrow Agent, the funds shall be wired from an account in Subscriber’s

name. Upon the Closing, the Company shall provide instructions to the Escrow Agent to release the funds in the Escrow Account to the

Company against the issuance of and delivery to Subscriber (or its nominee in accordance with its delivery instructions) of (i) a number

of Ordinary Shares, registered in the name of the Subscriber (or its nominee in accordance with its delivery instructions), equal to

the number of Ordinary Shares set forth opposite the name of such Subscriber under the heading “Number of Ordinary Shares”

as is set forth on the signature page of this Subscription Agreement, (ii) a number of ADSs, registered in the name of the Subscriber

(or its nominee in accordance with its delivery instructions), equal to the number of ADSs set forth opposite the name of such Subscriber

under the heading “Number of ADSs” as is set forth on the signature page of this Subscription Agreement, and/or (iii) a number

of Non-Voting Ordinary Shares, registered in the name of the Subscriber (or its nominee in accordance with its delivery instructions),

equal to the number of Non-Voting Ordinary Shares set forth opposite the name of such Subscriber under the heading “Number of Non-Voting

Ordinary Shares” as is set forth on the signature page of this Subscription Agreement, if any. The Securities shall be delivered

free and clear of any liens or other restrictions whatsoever (other than those arising under U.S. state or federal securities laws or

those incurred by Subscriber). The RADRs shall be separately identified in uncertificated form on the books of the Depositary Bank and

the Underlying Ordinary Shares so deposited shall, to the extent required by law, be held separate and distinct from the other ADSs held

under the Deposit Agreement. The RADRs may become eligible for inclusion in an applicable book-entry settlement system upon compliance

with the procedures set forth in the RADR Letter Agreement. The Non-Voting Ordinary Shares shall be held in certificated form or in CREST

(at the Subscriber’s election) as set forth in Section 2(g) with respect to the Ordinary Shares, and in certificated form as set

forth in Section 2(h) below with respect to the Non-Voting Ordinary Shares.

(e)

Prior to the Transaction Closing, the Company shall cause a sponsored American depositary receipt facility to be established with a reputable

bank (such bank or any successor depositary bank, the “Depositary Bank”) for the purpose of issuing the ADSs. Once such facility

is established, the Company shall deposit, on behalf of the Subscriber, the Underlying Ordinary Shares in respect of the ADSs with the

Depositary Bank, which shall issue and deliver the ADSs to the Subscribers.

(f) Promptly

after the Closing, the ADSs shall be issued in the form of uncertificated securities identified on the books of the Depositary Bank.

(g) The

Ordinary Shares shall be delivered either in uncertificated form in CREST or in certificated form, at each Subscriber’s election:

(i) Uncertificated

Form. If the Ordinary Shares are to be delivered in uncertificated form, the Company shall procure that its registrar allots

and issues the Ordinary Shares promptly following Closing to the CREST account designated by the relevant Subscriber by written notice

to the Company prior to Closing, on a “free of payment” basis.

(ii)

Certificated Form. If the Ordinary Shares are to be delivered in certificated form, the Company shall procure that its registrar

shall register the relevant Subscribers (or their nominee(s), as applicable) as holders of the relevant Ordinary Shares on the Closing

Date and send share certificates in respect of the Ordinary Shares to the relevant Subscribers (at the addresses advised in writing by

each such Subscriber to the Company prior to the Closing Date) within fourteen days of the Closing Date.

(h) The

Non-Voting Ordinary Shares shall be delivered in certificated form and the Company shall procure that its registrar shall register the

relevant Subscribers (or their nominee(s), as applicable) as holders of the relevant Non-Voting Ordinary Shares on the Closing Date and

send share certificates in respect of the Non-Voting Ordinary Shares to the relevant Subscribers (at the addresses advised in writing

by each such Subscriber to the Company prior to the Closing Date) within fourteen days of the Closing Date.

(i) In

connection with the entry into the Deposit Agreement, the RADR Letter Agreement and issuance of Securities, the Subscriber shall provide

to the Company and the Depositary Bank the following documents:

(i) Information

required by the Company in connection with its instruction letter to the Depositary Bank, including applicable tax IDs or social security

numbers;

(ii) Forms

W-8 or W-9, as applicable;

(iii) Any

information required under the “know your customer” policies of the Depositary Bank, the Company or any of their respective

agents; and

(iv) Any

other information and documentation reasonably requested by the Company and the Depositary Bank, including any documentation required

by the Depositary Bank in connection with the Deposit Agreement and RADR Letter Agreement that is reasonably necessary to comply with

applicable law or reasonably necessary for the issuance or delivery of the Securities or applicable tax reporting or withholding requirements.

(j) The

failure of the Closing to occur on the Scheduled Closing Date shall not terminate this Subscription Agreement or otherwise relieve any

party of any of its obligations hereunder, and any such termination will occur solely pursuant to Section 7 below. If (i) this

Subscription Agreement is terminated according to its terms prior to the Closing or (ii) the Closing Date does not occur within two (2)

business days after the Scheduled Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company

and Subscriber, and in either case, any funds have already been sent by Subscriber to the Escrow Account, then the Company shall or shall

instruct the Escrow Agent to promptly (but not later than, in the case of the preceding clause (i), two (2) business days after such

termination or, in the case of the preceding clause (ii), four (4) business days after the Scheduled Closing Date specified in the Closing

Notice), return the funds delivered by Subscriber for payment of the Securities by wire transfer in immediately available funds to the

account specified in writing by Subscriber (provided, that the failure of the Closing Date to occur within such two (2) business day

period and the return of the relevant funds shall not relieve Subscriber from its obligations under this Subscription Agreement for a

subsequently rescheduled Closing Date determined by the Company in good faith).

(k) Simultaneously

with the execution and delivery of this Subscription Agreement, each Subscriber shall deliver to the Company a duly completed and executed

U.S. Internal Revenue Service Form W-9 or appropriate Form W-8, as applicable.

3. Closing

Conditions. In addition to the condition set forth in Section 2(a) above:

(a) The

Closing is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:

(i) no

governmental authority of competent jurisdiction with respect to the sale of the Securities shall have enacted, rendered, issued, promulgated,

enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect

and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting

consummation of the transactions contemplated hereby; and

(ii) all

material conditions precedent to the Transaction Closing set forth in the Transaction Agreement shall have been satisfied (as determined

in good faith by the parties to the Transaction Agreement) or waived by the parties thereto in accordance with the requirements of the

Transaction Agreement (other than those conditions which, by their nature, are to be satisfied at the Transaction Closing).

(b) The

obligations of the Company to consummate the Closing are also subject to the satisfaction or valid waiver by the Company of the additional

conditions that, on the Closing Date:

(i) all

representations and warranties of Subscriber contained in this Subscription Agreement shall be true and correct and complete in all material

respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall

be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date,

which shall be true and correct and complete in all material respects (other than representations and warranties that are qualified as

to materiality, which representations and warranties shall be true and correct and complete in all respects) as of such date), and consummation

of the Closing shall constitute a reaffirmation by Subscriber of each of the representations, warranties and agreements of Subscriber

contained in this Subscription Agreement as of the Closing Date;

(ii) Subscriber

shall have delivered the Purchase Price to the Escrow Agent in compliance with the terms of this Subscription Agreement; and

(iii) Subscriber

shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this

Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing.

obligations of Subscriber to consummate the Closing are also subject to the satisfaction or valid waiver by Subscriber of the additional

conditions that, on the Closing Date:

(i) all

representations and warranties of the Company contained in this Subscription Agreement shall be true and correct and complete in all

material respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect

(as defined in the Transaction Agreement), which representations and warranties shall be true and correct and complete in all respects)

at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct

and complete in all material respects (other than representations and warranties that are qualified as to materiality or Company Material

Adverse Effect, which representations and warranties shall be true and correct and complete in all respects) as of such date), and consummation

of the Closing shall constitute a reaffirmation by the Company of each of the representations, warranties and agreements contained in

this Subscription Agreement as of the Closing Date;

(ii) the

Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required

by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing;

(iii) except

where the failure to so obtain or make would not prevent the Company from consummating the transactions contemplated hereby, including

the issuance and sale of the Securities to Subscriber, all consents, waivers, authorizations or orders of, any notice required to be

made to, and any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory

organization (including Nasdaq approvals and any stockholder approval required by applicable Nasdaq rules and regulations) or other person

in connection with the execution, delivery and performance of this Subscription Agreement (including, without limitation, the issuance

of the Securities) required to be made in connection with the issuance and sale of the Securities shall have been obtained or made;

(iv) there

has not occurred any Company Material Adverse Effect or Parent Material Adverse Effect (as defined in the Transaction Agreement) since

the date of this Subscription Agreement that is continuing, which the parties to the Transaction Agreement have not waived; and

(v) the

ADSs shall have been approved for listing on Nasdaq, subject to official notice of issuance;

(vi) The

Company shall have delivered to the Subscribers and the Placement Agents the opinion of Cooley LLP, dated as of the Closing Date, in

customary form and substance to be reasonably agreed upon with the Placement Agents and addressing such legal matters as the Placement

Agents and the Company reasonably agree; and

(vii) The

officers and directors of the Company and Neuphoria who are continuing in such roles following the Closing Date shall have executed the

Lock-up Agreements (as defined in the Transaction Agreement).

4. Company

Representations and Warranties. The Company represents and warrants to Subscriber and each of the Placement Agents that:

(a) The

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

corporate power and authority to carry on its business as presently conducted and to enter into, deliver and perform its obligations

under this Subscription Agreement and the Transaction Agreement, subject to the passing of the necessary resolutions at a general meeting

of the Company’s shareholders to allow for the allotment and issue of the Underlying Ordinary Shares and the Ordinary Shares to

be issued pursuant to the Transaction (the “Company Shareholder Approvals”) except where the failure to have

such power or authority is not a Company Material Adverse Effect.

(b) Subject

to the passing of the Company Shareholder Approvals, all corporate actions required to be taken by the Company’s board of directors

and shareholder(s) in order (i) to authorize the Company to enter into this Subscription Agreement and the Transaction Agreement have

been taken, and (ii) to issue the ADSs, the Ordinary Shares (including the Underlying Ordinary Shares) and the Non-Voting Ordinary Shares

at the Closing as of the Closing Date, will have been taken, in each case, by the Company’s board of directors and/or shareholders.

Each of this Subscription Agreement and the Transaction Agreement has been duly authorized, executed and delivered by the Company and

is enforceable against the Company in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency,

fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, (ii) principles

of equity, whether considered at law or equity and (iii) except as rights to indemnity and contribution may be limited by applicable

law.

to the passing of the Company Shareholder Approvals, upon Closing, the Ordinary Shares (including the Underlying Ordinary Shares), the

ADSs and the Non-Voting Ordinary Shares will have been duly authorized and, when issued and delivered to Subscriber against full payment

therefor in accordance with the terms of this Subscription Agreement, the ADSs, the Ordinary Shares and the Non-Voting Ordinary Shares

will be free and clear of any liens or other restrictions whatsoever (other than any liens or restrictions created by Subscriber or imposed

by applicable securities laws) in accordance with the terms of this Subscription Agreement, the Ordinary Shares (including the Underlying

Ordinary Shares) and the Non-Voting Ordinary Shares will be validly issued, fully paid and non-assessable and will not have been issued

in violation of or subject to any preemptive or similar rights created under the Company’s articles of association (as in effect

at such time of issuance), applicable law or any contract or agreement to which the Company is a party.

(d) As

of the close of business on July 20, 2026, there were issued (A) 1,037,781,403 Ordinary Shares, (B) convertible notes exercisable with

respect to an aggregate of 159,865,150 Ordinary Shares (“Convertible Loan Notes”), and (C) options to purchase

Ordinary Shares (“Share Options”) with respect to an aggregate of 98,009,604 Ordinary Shares. Except as set

forth in this Section 4(d), as of the close of business on July 20, 2026, there are no issued, reserved for issuance or outstanding

Equity Securities of the Company.

(e) All

of the issued and outstanding share capital of the Company has been, and all share capital of the Company that may be issued pursuant

to any employee stock option or other compensation plan or arrangement, Convertible Loan Notes or other convertible securities will be,

when issued in accordance with the respective terms thereof, duly authorized and validly issued, fully paid and non-assessable and free

of pre-emptive rights. No subsidiary of the Company owns any share capital of the Company (other than any such shares owned by subsidiaries

of the Company in a fiduciary, representative or other capacity on behalf of other Persons, whether or not held in a separate account).

Except as set forth in Section 4(d), there are no outstanding bonds, debentures, notes or other indebtedness of the Company having the

right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of

the Company have the right to vote. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem

or otherwise acquire any Equity Securities of Parent (as described in the Transaction Agreement). Other than in connection with the Transaction,

neither the Company nor any of its Subsidiaries is a party to any agreement with respect to the holding, voting, registration, redemption,

repurchase or disposition of, or that restricts the transfer of, of any Equity Securities of the Company or any of its Subsidiaries.

“Equity

Securities” means, with respect to the Company, (i) any shares of capital stock or other voting securities of, or other

ownership interest in, the Company, (ii) any securities of the Company convertible into or exchangeable for shares of capital stock or

other voting securities of, or other ownership interests in the Company or any of its Subsidiaries, (iii) any warrants, calls, options

or other rights to acquire from the Company or other obligations of the Company to issue, any capital stock or other voting securities

of, or other ownership interests in, or securities convertible into or exchangeable for capital stock or other voting securities of,

or other ownership interests in, the Company or any of its Subsidiaries, or (iv) any restricted shares, stock appreciation rights, performance

units, contingent value rights, “phantom” stock or similar securities or rights issued by or with the approval of the Company

that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or other

voting securities of, other membership, partnership or other ownership interests in, or any business, products or assets of the Company

or any of its Subsidiaries.

“Subsidiary”

means, with respect to the Company, any entity of which securities or other ownership interests having ordinary voting power to elect

a majority of the board of directors or other persons performing similar functions are directly or indirectly owned by the Company.

(f) Assuming

the accuracy of Subscriber’s representations and warranties in Section 5 in all material respects, the execution, delivery

and performance of this Subscription Agreement and the Transaction Agreement and the consummation by the Company of the transactions

that are the subject of this Subscription Agreement (including the issuance of the Ordinary Shares (including the Underlying Ordinary

Shares), the issuance and sale of the ADSs and the issuance and sale of the Non-Voting Ordinary Shares) and the Transaction Agreement

in compliance herewith will be done in accordance with Nasdaq rules and the AIM Rules for Companies (the “AIM Rules”),

and none of the foregoing will result in (i) a material breach or material violation of any of the terms or provisions of, or constitute

a material default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets

of the Company or any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, license, lease

or any other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its

subsidiaries is bound or to which any of the property or assets of the Company is subject, which would be a Company Material Adverse

Effect or materially affect the validity of the Non-Voting Ordinary Shares, the ADSs and the Ordinary Shares (including the Underlying

Ordinary Shares) or the legal authority or ability of the Company to perform in all material respects its obligations under this Subscription

Agreement or the Transaction Agreement; (ii) any material violation of the provisions of the organizational documents of the Company;

or (iii) any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic

or foreign, having jurisdiction over the Company or any of its properties that would be a Company Material Adverse Effect.

(g) Other

than with Leerink Partners LLC, TD Securities (USA) LLC and H.C. Wainwright & Co., LLC, in their capacity as placement agents (each,

a “Placement Agent” and collectively, the “Placement Agents”), the Company has not

entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other person to any broker’s

or finder’s fee or any other commission or similar fee in connection with the transactions contemplated by this Subscription Agreement,

including for which Subscriber would be reasonably expected to become liable (it being understood that Subscriber will effectively bear

its pro rata share of any such expense indirectly as a result of its investment in the Company).

(h) The

Company is not, and immediately after receipt of payment for the Securities, will not be, an “investment company” within

the meaning of the Investment Company Act of 1940, as amended.

(i) Assuming

the accuracy of Subscriber’s representations and warranties set forth in Section 5 in all material respects, in connection

with the offer, sale and delivery of the Securities in the manner contemplated by this Subscription Agreement, it is not necessary to

register the Non-Voting Ordinary Shares, the ADSs or the Ordinary Shares (including the Underlying Ordinary Shares) under the Securities

Act of 1933, as amended (the “Securities Act”). The Securities (i) were not offered to Subscriber by any form

of general solicitation or general advertising, including methods described in Section 502(c) of Regulation D under the Securities Act

and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act,

or any state securities laws.

(j) The

offer, sale and delivery of the Securities in the manner contemplated by this Subscription Agreement will not require the publication

of a prospectus by the Company under the UK Public Offers and Admissions to Trading Regulations 2024 (the “UK POATRs”)

or Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities

are offered to the public or admitted to trading on a regulated market (the “EU Prospectus Regulation”).

(k) On

or after the date hereof, the Company or its affiliates may enter into other subscription agreements, side letters or similar agreements

or understandings (collectively, “Other Subscription Agreements”) with any other subscribers (collectively,

“Other Subscribers”) for Securities (or other securities). Other than the Other Subscription Agreements and

the Transaction Agreement, the Company has not entered into any similar agreement with any Other Subscriber in connection with the Offering.

The Other Subscription Agreements reflect (or will reflect in the future) the same Purchase Price, and no Other Subscription Agreement

includes (or will include in the future) terms and conditions that are materially more advantageous to any such Other Subscriber than

Subscriber hereunder, unless Subscriber has been offered the substantially similar benefits, and such Other Subscription Agreements have

not been amended, modified or waived (and will not be in the future) in any material respect following the date of this Subscription

Agreement unless Subscriber has been offered a substantially similar amendment. It is acknowledged that, separate from the Offering,

(i) the Company will launch a placing of Ordinary Shares to certain institutional investors effected by way of an accelerated book build

in the United Kingdom contemporaneously with the announcement of the Transaction Agreement and the Offering at the GBP equivalent of

the Purchase Price which placing will not be conditional upon closing of the Transaction Agreement or this Offering and (ii) the Company

intends to offer Ordinary Shares to existing and/or new retail investors outside of the United States prior to closing of the Transaction

Agreement and this Offering in a separate retail offer at the GBP equivalent of the Purchase Price.

(l) Except

for such matters as have not had and would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse

Effect or materially affect the validity of the Non-Voting Ordinary Shares, the ADSs, the Ordinary Shares (including the Underlying Ordinary

Shares) or the legal authority or ability of the Company to perform in all material respects its obligations under this Subscription

Agreement or the Transaction Agreement, as of the date hereof, there is no (i) action, suit, claim or other proceeding by or before any

governmental or other regulatory or self-regulatory agency, entity or body with authority or jurisdiction over the Company, pending,

or, to the knowledge of the Company, threatened in writing against the Company, or (ii) judgment, decree, injunction, ruling or order

of any governmental entity or arbitrator outstanding against the Company.

(m) The

Company is not required to obtain any material consent, waiver, authorization or order of, give any notice to, or make any filing or

registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person

in connection with the execution, delivery and performance of this Subscription Agreement, including the issuance of the Securities (other

than (i) filings required by the Securities Act or the rules of the U.S. Securities and Exchange Commission (the “SEC”),

(ii) filings required by applicable state securities laws, the U.K. Companies Act 2006, Regulation (EU) No 596/2014 of the European Parliament

and of the Council of 16 April 2014 on market abuse as it forms part of retained EU law in the United Kingdom by virtue of the European

Union (Withdrawal) Act 2018 (“UK MAR”) or the AIM Rules, (iii) application for admission of the Ordinary Shares

(including the Underlying Ordinary Shares) to trading on AIM, a market of the London Stock Exchange plc (“AIM”)

prior to Closing (iv) the filings required in accordance with Section 6, (v) consents or notices required for the consummation

of the Transaction as contemplated by the Transaction Agreement, (vi) those required by Nasdaq, (vii) compliance with and filings pursuant

to applicable antitrust or other competition laws, and (viii) consents or other approvals, waivers or authorizations required for the

consummation of the transactions contemplated by this Subscription Agreement that the Company reasonably expects to receive on or prior

to the Closing), in each case, other than those the failure of which to obtain would not reasonably be expected to result in, individually

or in the aggregate, a Company Material Adverse Effect.

(n) Neither

the Company nor any person acting on its behalf has, directly or indirectly, at any time within the past 30 calendar days, made any offer

or sale of any security or solicitation of any offer to buy any security under circumstances that would (i) eliminate the availability

of the exemption from registration under Regulation D under the Securities Act in connection with the offer and sale by the Company as

contemplated hereby or the other securities as contemplated by the Other Subscription Agreements or (ii) cause the offering of the Securities

pursuant to this Subscription Agreement or the other securities pursuant to the Other Subscription Agreements to be integrated with any

prior offerings by the Company for purposes of the Securities Act or any applicable stockholder approval provisions. Neither the Company

nor any person acting on its behalf (other than the Placement Agents and their respective persons acting on their behalf in such capacity),

has offered or sold or will offer or sell any securities, or has taken or will take any other action, which would reasonably be expected

to subject the offer, issuance or sale of the Securities or the other securities, as contemplated pursuant to this Subscription Agreement

to the registration provisions of the Securities Act.

(o) [Reserved].

(p) The

Company is in compliance with all applicable laws, except where such non-compliance would not be reasonably likely to be a Company Material

Adverse Effect. The Company has not received any written communication from a governmental authority that alleges that the Company is

not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would

not reasonably be expected to be, individually or in the aggregate, a Company Material Adverse Effect.

(q) Upon

consummation of the Transaction and filing of the Registration Statement pursuant to Section 6 of this Agreement, it is intended that

the ADSs will be registered pursuant to Section 12(b) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange

Act”) and approved for listing on Nasdaq, subject to official notice of issuance.

(r) Neither

the Company nor any of its controlled affiliates (i) is, or will be at or immediately after the Closing, a person of a country of concern,

as such term is defined in 31 C.F.R. § 850.221 (a “Covered Person”), (ii) directly or indirectly hold,

or will hold at or immediately after the Closing, a board seat on, a voting or equity interest in, or any contractual power to direct

or cause the direction of the management or policies of, any Covered Person or (iii) is engaged, or has plans to engage, or will be engaged

at or immediately after the Closing, directly or indirectly, in a “covered activity,” as such term is defined in 31 C.F.R.

§ 850.208.

(s) Neither

the Company nor any person acting on its behalf has engaged in any “directed selling efforts” (as defined in Rule 902(c)

of Regulation S) with respect to the Securities offered to non-U.S. investors pursuant to this Subscription Agreement.

(t) The

Company understands that the foregoing representations and warranties shall be deemed material to and have been relied upon by Subscriber.

5. Subscriber

Representations, Warranties and Covenants. Subscriber represents and warrants to the Company and each of the Placement Agents

as follows, and makes the following covenants:

(a) Subscriber

is either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and accordingly represents the

applicable additional matters under clause (i) or (ii) below:

(i) Applicable

to U.S. investors: At the time Subscriber was offered the Securities, it was, and as of the date hereof, Subscriber is (A) (i) a “qualified

institutional buyer” (within the meaning of Rule 144A under the Securities Act) or an institutional “accredited investor”

(within the meaning of Rule 501(a)(1), (2), (3), (7), (8), (9) and (12) of Regulation D under the Securities Act) as indicated in the

questionnaire attached as Exhibit A hereto and (ii) a “qualified investor” as defined under Article 2 of the EU Prospectus

Regulation, and (B) is not an underwriter (as defined in Section 2(a)(11) of the Securities Act) and is acquiring the Securities only

for its own account and not for the account of others, and not on behalf of any other account or person or with a view to, or for offer

or sale in connection with, any distribution thereof in violation of the Securities Act. Subscriber is not an entity formed for the specific

purpose of acquiring the Securities.

(ii) Applicable

to non-U.S. investors (including investors from the United Kingdom): Subscriber acknowledges and agrees that the sale of the Securities

is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”).

Subscriber is not a U.S. Person (as defined in Regulation S), it is acquiring the Securities only for its own account in an offshore

transaction in reliance on Regulation S, and it has received all the information that it considers necessary and appropriate to decide

whether to acquire the Securities hereunder outside of the United States. If the Subscriber is a person in a member state of the European

Economic Area, the Subscriber is a “qualified investor” as defined under Article 2 of the EU Prospectus Regulation. If the

Subscriber is a person in the United Kingdom, such investor is a “qualified investor” as defined in paragraph 15 of Schedule

1 of the UK POATRs who (i) has professional experience in matters relating to investments falling within the definition of “investment

professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”)

and/or (ii) is a high net worth body corporate, unincorporated association and partnership and trustee of high value trusts as described

in Article 49(2)(a) to (d) of the Order.

(iii)

Subscriber is not relying on any statements or representations made in connection with the transactions contemplated hereby other than

the representations contained in this Subscription Agreement. Subscriber acknowledges and agrees that securities sold pursuant to Regulation

S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein.

(b) Subscriber

acknowledges and agrees that the Securities are being offered in a transaction not involving any public offering within the meaning of

the Securities Act and that the Securities delivered at the Closing will not have been registered under the Securities Act. No prospectus

will be produced in connection with the Offering in the United Kingdom or in any member state of the European Economic Area. Subscriber

acknowledges and agrees that Securities sold to Subscribers that are U.S. investors shall be sold pursuant to an exemption from registration

under the Securities Act may not be resold, transferred, pledged or otherwise disposed of by such Subscriber absent an effective registration

statement under the Securities Act except (i) to the Company or a subsidiary thereof or (ii) pursuant to an applicable exemption from

the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of the states

and other jurisdictions of the United States, and that any certificates (if any) or any uncertificated or book-entry shares representing

the Securities delivered at the Closing to Subscribers that are U.S. investors may contain a legend or restrictive notation to such effect.

Subscriber acknowledges that such Securities will not immediately be eligible for resale pursuant to an effective resale registration

statement or Rule 144 promulgated under the Securities Act (“Rule 144”). Subscriber acknowledges and agrees

that such Securities, until registered under an effective registration statement, will be subject to transfer restrictions (regardless

of whether or not the Securities contain a restrictive legend) and, as a result of these transfer restrictions, Subscriber may not be

able to readily resell the Securities and may be required to bear the financial risk of an investment in such Securities for an indefinite

period of time. Subscriber acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale,

pledge or transfer of any of such Securities. Subscriber understands that the Offering of the Securities hereunder meets the exemptions

from filing under FINRA Rule 5123(b)(1)(C) or (J). Subscriber (i) is an institutional account as defined in FINRA Rule 4512(c), (ii)

is a sophisticated investor, experienced in investing in private placements of equity securities and capable of evaluating investment

risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities

and (iii) has exercised independent judgment in evaluating its participation in the purchase of the Securities. Accordingly, Subscriber

understands that the Offering meets (i) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (ii) the institutional customer

exemption under FINRA Rule 2111(b).

in the future, the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, or any economic interest therein,

Subscriber acknowledges and agrees that such Securities or any economic interest therein may be offered, sold, pledged or otherwise transferred

only: (i) in compliance with Regulation S under the Securities Act; (ii) to a person whom the beneficial owner and/or any person acting

on its behalf reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A under the

Securities Act; or (iii) in accordance with Rule 144 (if available), in each case in accordance with any applicable securities laws of

any state of the United States or any other jurisdiction. The Subscriber (i) understands that none of the Company, the Placement Agents,

any of their affiliates or other persons acting on their behalf makes any representation to the Subscriber as to the availability of

any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Securities and (ii) agrees to notify any transferee

to whom the Subscriber subsequently offers, sells, pledges or otherwise transfers any of the Securities pursuant to Rule 144A of the

restrictions on transfer set forth in this Section 5(c). The Company acknowledges and agrees that, notwithstanding anything herein

to the contrary, the Securities may be pledged by Subscriber, e.g., in connection with a bona fide margin agreement, and the Subscriber

effecting a pledge of Securities shall not be required to provide the Company with any notice thereof or otherwise make any delivery

to the Company pursuant to this Subscription Agreement. The Company hereby agrees to execute and deliver such documentation as a pledgee

of the Securities may reasonably request in connection with such pledge of Securities by the Subscriber.

(d) Subscriber

acknowledges and agrees that Subscriber is purchasing Securities directly from the Company. Subscriber further acknowledges that, other

than those representations, warranties, covenants and agreements of the Company included in this Subscription Agreement, there have been

no representations, warranties, covenants and agreements made to Subscriber by the Company, Neuphoria, the Placement Agents, the Company’s

AIM Nominated Adviser, Panmure Liberum Limited, or their respective officers or directors and/or their respective advisors (including,

without limitation, attorneys, accountants, bankers, consultants and financial advisors), agents, control persons, representatives, affiliates,

managers, members, and/or employees, and/or the representatives of such persons, or any other party to the Transaction, person or entity,

expressly or by implication. Except for the representations, warranties and agreements of the Company expressly set forth in this Subscription

Agreement, Subscriber is relying exclusively on its own sources of information, investment analysis and due diligence (including professional

advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management,

operations, properties and prospects of the Company, including all business, legal, regulatory, accounting, credit and tax matters; provided,

that neither the due diligence investigation conducted by Subscriber in connection with making its decision to acquire the Securities

nor any representations and warranties made by Subscriber herein shall modify, amend or affect Subscriber’s right to rely on the

truth, accuracy and completeness of the Company’s representations and warranties contained herein.

(e) In

connection with money laundering and terrorist financing, the Subscriber has complied with its obligations under the Proceeds of Crime

Act 2002, the Terrorism Act 2000, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information

on the Payer) 2017 Regulations, and any other applicable law.

(f) Neither

the Subscriber nor any of its officers, directors, managers, managing members, general partners or any other person acting in a similar

capacity or carrying out a similar function, is (i) a person named on the List of Specially Designated Nationals and Blocked Persons

administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive

Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person prohibited

by any OFAC sanctions program, or any similar list of sanctioned persons administered by the European Union or the United Kingdom (collectively,

“Sanctions Lists”), (ii) directly or indirectly 50% or more owned or otherwise controlled by, or acting on

behalf of, one or more persons that are named on the Sanctions Lists, (iii) organized, incorporated, established, located, resident or

born in, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba,

Iran, North Korea, and the Crimea, Donetsk, Luhansk and Zaporizhzhia regions of Ukraine, or any other country or territory embargoed

or subject to substantial trade restrictions by the United States, the European Union or the United Kingdom, (iv) a Designated National

as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (v) a non-U.S. shell bank or providing banking services indirectly

to a non-U.S. shell bank (collectively, a “Prohibited Subscriber”). Subscriber agrees to provide law enforcement

agencies, if requested thereby, such records as required by applicable law, provided that Subscriber is permitted to do so under applicable

law. If Subscriber is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by

the USA PATRIOT Act of 2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”), Subscriber

maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent

required, it maintains policies and procedures reasonably designed for the screening of its investors against the Sanctions Lists. To

the extent required, it maintains procedures that it reasonably believes to be in compliance with sanctions programs administered by

the United States, the European Union and the United Kingdom, and it shall comply with such sanctions programs to which it is legally

subject and with which it is legally obligated to comply. To the extent required, it maintains policies and procedures reasonably designed

to ensure that the funds held by Subscriber and used to purchase the Securities were legally derived and were not obtained, directly

or indirectly, from a Prohibited Subscriber.

(g) Subscriber

acknowledges and agrees that Subscriber has received such information as Subscriber deems necessary in order to make an investment decision

with respect to the Securities. Without limiting the generality of the foregoing, Subscriber acknowledges that it has received and reviewed

(to the extent that Subscriber deems it necessary) the following items (collectively, the “Disclosure Documents”):

(i) all information the Company has been required to publish or make available via a UK Regulatory Information Service pursuant to the

AIM Rules and/or UK MAR since April 30, 2021 through the date of this Subscription Agreement, (ii) each report, form, statement, schedule,

prospectus, proxy, registration statement and other document required to be filed or furnished by Neuphoria with the SEC since its initial

registration of securities with the SEC through the date of this Subscription Agreement, (iii) the Transaction Agreement, and (iv) the

investor presentation by the Company dated June 2026 (the “Investor Presentation”). Subscriber understands

the significant extent to which certain of the disclosures contained in items (i) and (ii) above shall not apply following the Transaction

Closing. Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity

to ask the Company’s management questions, receive such answers and obtain such information as Subscriber and such Subscriber’s

professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Securities. Subscriber has

conducted its own investigation of the Company and the Securities and Subscriber has made its own assessment and has satisfied itself

concerning the relevant tax and other economic considerations relevant to its investment in the Securities. Subscriber acknowledges that

Subscriber shall be responsible for any taxes imposed on Subscriber by reason of Subscriber’s acquisition, ownership or disposition

of the Securities, and that none of the Company, Neuphoria, the Placement Agents or their respective affiliates or advisors have provided

any tax advice or any other representations or guarantee regarding the tax consequences of the transactions contemplated by this Subscription

Agreement. In particular, Subscriber shall pay, and shall reimburse or indemnify (as appropriate) the Company for, any amounts in respect

of United Kingdom stamp duty or stamp duty reserve tax arising in connection with (i) the redesignation of Non-Voting Ordinary Shares

held by Subscriber to Ordinary Shares, and (ii) the deposit by or on behalf of Subscriber of any Non-Voting Ordinary Shares (or of any

Ordinary Shares following a redesignation of Non-Voting Ordinary Shares) with the Company’s Depositary Bank in exchange for ADSs.

Subscriber acknowledges that it has reviewed the documents made available to Subscriber by the Company to the extent that Subscriber

deems it necessary. Subscriber further acknowledges that the information contained in the Disclosure Documents is subject to change,

and that any changes to the information contained in the Disclosure Documents, including any changes based on updated information or

changes in terms of the Transaction, shall in no way affect Subscriber’s obligation to purchase the Securities hereunder, except

as otherwise provided herein, and that, in purchasing the Securities, Subscriber is not relying upon any projections contained in the

Investor Presentation.

(h) Subscriber

acknowledges and agrees that Subscriber is purchasing the Securities directly from the Company. Subscriber became aware of the Offering

of the Securities solely by means of direct contact from the Placement Agents or directly from the Company or Neuphoria as result of

a pre-existing, substantive relationship with the Company, Neuphoria or the Placement Agents, and/or their respective advisors (including,

without limitation, attorneys, accountants, bankers, consultants and financial advisors), agents, control persons, representatives, affiliates,

directors, officers, managers, members, and/or employees, and/or the representatives of such persons. Subscriber acknowledges that the

Company represents and warrants that the Securities (i) were not offered by any form of general solicitation or general advertising and

(ii) to the Company’s knowledge, are not being offered in a manner involving a public offering under, or in a distribution in violation

of, the UK POATRs, the EU Prospectus Regulation, the Securities Act or any state securities laws. Subscriber has a pre-existing relationship

with the Company, Neuphoria or one or more of their respective affiliates or advisors, including the Placement Agents and/or their respective

representatives. The Securities were offered to Subscriber solely by direct contact between Subscriber and the Company, Neuphoria, the

Placement Agents and/or their respective representatives. Subscriber did not become aware of this Offering of the Securities, nor were

the Securities offered to Subscriber, by any other means, and none of the Company, Neuphoria, the Placement Agents and/or their respective

representatives acted as investment advisor, broker or dealer to Subscriber. The Subscriber is not purchasing the Securities as a result

of any general or public solicitation or general advertising, or publicly disseminated advertisement, article, notice or other communication

regarding the Securities published in any newspaper, magazine or similar media or broadcast over television, radio or the internet or

presented at any seminar or any other general solicitation or general advertisement, including any of the methods described in Section

502(c) of Regulation D under the Securities Act.

(i) Reserved.

(j) Subscriber

acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Securities, including those

set forth in the Disclosure Documents. Subscriber has such knowledge and experience in financial and business matters as to be capable

of evaluating the merits and risks of an investment in the Securities, and Subscriber has sought such accounting, legal and tax advice

as Subscriber has considered necessary to make an informed investment decision. Subscriber (i) is a sophisticated investor, experienced

in investing in private placement transactions and capable of evaluating investment risks independently, both in general and with regard

to all transactions and investment strategies involving a security or securities, and (ii) has exercised independent judgment in evaluating

its participation in the purchase of the Securities. Subscriber has determined based on its own independent review and such professional

advice as it deems appropriate that its purchase of the Securities and participation in the Offering (i) are consistent with its financial

needs, objectives and condition, (ii) comply and are consistent with the relevant investment policies, guidelines and other restrictions

applicable to Subscriber, (iii) have been duly authorized and approved by all necessary action, (iv) do not and will not materially violate

or constitute a default under Subscriber’s organizational or constituent documents or under any applicable law, rule, regulation,

agreement or other obligation by which Subscriber is bound in any material respects and (v) are a fit, proper and suitable investment

for Subscriber, notwithstanding the substantial risks inherent in investing in or holding the Securities. Subscriber will not look to

the Placement Agents for all or part of any such loss or losses Subscriber may suffer, provided, however, that the foregoing shall not

limit any claims Subscriber may have against the Company or Neuphoria for fraud, willful misconduct, or intentional misrepresentation.

Subscriber represents that: (i) it is able to sustain a complete loss on its investment in the Securities; (ii) has no immediate need

for liquidity with respect to its investment in the Securities; and (iii) has no reason to anticipate any change in circumstances, financial

or otherwise, which may cause or require any sale or distribution of all or any part of the Securities.

(k) Alone,

or together with any professional advisor(s), Subscriber has adequately analyzed and fully considered the risks of an investment in the

Securities and determined that the Securities are a suitable investment for Subscriber and that Subscriber is able at this time and in

the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment in the Company. Subscriber acknowledges

specifically that the possibility of total loss of the Aggregate Purchase Price exists.

(l) In

making its decision to purchase the Securities, Subscriber has relied solely upon independent investigation made by Subscriber and the

representations and warranties of the Company expressly set forth in Section 4 hereof. Subscriber acknowledges and agrees that

Subscriber has (i) received, reviewed and understood the offering materials made available to Subscriber in connection with the Offering,

(ii) had access to, and an adequate opportunity to review, financial and other information as Subscriber deems necessary in order to

make an investment decision with respect to the Securities, (iii) had the opportunity to ask questions of and receive answers from the

Company, and (iv) conducted and completed Subscriber’s own independent due diligence with respect to the Transaction.

(m) Subscriber

understands and agrees that no federal, state, or other agency has passed upon or endorsed the merits of the Offering or made any findings

or determination as to the fairness of this investment or the accuracy or adequacy of the Disclosure Documents. Subscriber acknowledges

that none of the Placement Agents has prepared any of the Disclosure Documents.

(n) If

an entity, Subscriber has been duly formed or incorporated and is validly existing in good standing (or the equivalent thereof if and

to the extent that “good standing” is not recognized under the laws of such jurisdiction) under the laws of its jurisdiction

of incorporation or formation. Subscriber has the power and authority to enter into, deliver and perform Subscriber’s obligations

under this Subscription Agreement.

(o) The

execution, delivery and performance by Subscriber of this Subscription Agreement are within the powers of Subscriber, have been duly

authorized and will not constitute or result in a breach or default under or conflict with any law, statute, rule or regulation applicable

to Subscriber, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement

or other undertaking, in any material respects, to which Subscriber is a party or by which Subscriber is bound, and, if Subscriber is

not an individual, will not violate any provisions of Subscriber’s organizational documents. The signature on this Subscription

Agreement, whether original, electronic, or transmitted electronically, is valid and binding, and the signatory, if Subscriber is an

individual, has legal competence and capacity to execute the same or, if Subscriber is not an individual the signatory has been duly

authorized to execute the same, and, upon its due execution by the parties hereto, this Subscription Agreement constitutes a legal, valid

and binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms.

(p) [Reserved].

(q) Subscriber

acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information relating to the

Company.

(r) Subscriber

has, and on each date any portion of the Aggregate Purchase Price would be required to be funded to the Company pursuant to this Subscription

Agreement will have, sufficient immediately available funds to pay the Aggregate Purchase Price.

(s) Other

than with respect to its affiliates, Subscriber is not currently (and at all times through Closing will refrain from being or becoming)

a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision)

acting for the purpose of acquiring, holding, voting or disposing of equity securities of the Company (within the meaning of Rule 13d-5(b)(1)

under the Exchange Act).

(t) If,

solely for purposes of clause (i) below, Subscriber is an employee benefit plan that is subject to Title I of the U.S. Employee Retirement

Income Security Act of 1974, as amended (“ERISA”), a plan, an individual retirement account or other arrangement

that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or an employee

benefit plan that is a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA),

a non-U.S. plan (as described in Section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions

under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code,

or an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each,

a “Plan”) subject to the fiduciary or prohibited transaction provisions of ERISA or Section 4975 of the Code,

Subscriber represents and warrants that (i) neither the Company, nor any of its respective affiliates has acted as the Plan’s fiduciary,

or has been relied on for advice, with respect to its decision to acquire and hold the Securities, and none of the Company or any of

its respective affiliates shall at any time be relied upon as the Plan’s fiduciary with respect to any decision to acquire, continue

to hold or transfer the Securities and (ii) the acquisition and holding of the Securities by Subscriber or any affiliate thereof will

not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code, or any applicable

similar law.

(u) Subscriber

understands that the foregoing representations and warranties shall be deemed material to and have been relied upon by the Company.

(v) Subscriber

acknowledges that Leerink Partners LLC is acting as financial advisor to the Company in connection with the Transaction. Subscriber further

acknowledges that no Placement Agent is acting as an underwriter or will otherwise be construed as a fiduciary for Subscriber in connection

with the Transaction.

(w) Subscriber

is not under any binding obligation, either on the date hereof or on the Closing, to sell, exchange or otherwise dispose of the Securities

acquired pursuant to this Subscription Agreement, other than binding commitments it may have to transfer and/or pledge such Securities

to a prime broker under and in accordance with its prime brokerage agreement with such broker.

(x) Notwithstanding

anything to the contrary herein, nothing in this Subscription Agreement shall prohibit Subscriber from (i) entering into hedging transactions

with respect to the securities of the Company or Neuphoria, including, but not limited to, purchasing put options, entering into swap

agreements, or engaging in short sales with respect to any securities other than the specific securities to be acquired in this Offering

(i.e., for the avoidance of doubt, Subscriber may engage in short sales or other hedging transactions with respect to securities of the

same class or type as the Securities), or (ii) lending any securities to third parties, provided that, in each case, Subscriber shall

remain obligated to deliver the Aggregate Purchase Price and consummate the Closing in accordance with the terms hereof.

(y) Subscriber

understands that the Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch

as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable

regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances. Subscriber understands

that such Ordinary Shares (including Underlying Ordinary Shares) shall not be deposited in any depositary facility established or maintained

by a depositary bank unless it is a restricted depositary facility.

(z) It

is understood that, except as provided below, the RADRs shall contain a legend in the form set forth in the RADR Letter and certificates

of Ordinary Shares or Non-Voting Ordinary Shares or book-entry positions evidencing the Securities may bear the following or any similar

legend:

“THESE

SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY

STATE BUT HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY,

MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II)

SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT

THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (IV) THE SECURITIES ARE

TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE

NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).

REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 OR ANY OTHER EXEMPTION UNDER THE SECURITIES ACT

OR OF ANY EXEMPTIONS UNDER APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES FOR THE REOFFER, RESALE,

PLEDGE OR OTHER TRANSFER OF THE AMERICAN DEPOSITARY SHARES REPRESENTING ORDINARY SHARES BY THE HOLDER. NOTWITHSTANDING ANYTHING TO THE

CONTRARY IN THE FOREGOING, THE SECURITIES REPRESENTED HEREBY MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN

RESPECT OF THE SECURITIES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK. THE HOLDER, BY ITS ACCEPTANCE OF SECURITIES, REPRESENTS THAT

IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.”

6. Registration

Rights.

(a) The

Company agrees that, within thirty (30) calendar days after the Transaction Closing (the “Filing Deadline”),

it will file or confidentially submit with the SEC a registration statement (the “Registration Statement”)

registering the resale of ADSs, Ordinary Shares and Non-Voting Ordinary Shares (and any ADSs issued by the Depositary Bank following

a redesignation of such Non-Voting Ordinary Shares as Ordinary Shares in accordance with the provisions of the Company’s articles

of association then in force) (“Registrable Securities”) that are not eligible for resale without an effective

registration statement covering the resale of such Securities or without an available exemption from registration under the Securities

Act allowing the resale of such Securities without limitation, and shall use its commercially reasonable efforts to have the Registration

Statement declared effective as soon as practicable after the filing thereof but in any event no later than (i) the sixtieth (60th)

calendar day following the Transaction Closing, or (ii) the ninetieth (90th) calendar day following the Transaction Closing

if the SEC notifies the Company that it will review the Registration Statement. For the avoidance of doubt, all Securities issued and

sold to U.S. Subscribers pursuant to this Agreement shall be Registrable Securities. The Company will use its commercially reasonable

efforts to cause such Registration Statement or another registration statement (which may be a “shelf” registration statement)

to remain effective and free of any material misstatement or omission with respect to the Registrable Securities until the earliest of

(i) two years from the issuance of the Securities, (ii) the date on which Subscriber ceases to hold the Registrable Securities covered

by such Registration Statement, or (iii) the first date on which Subscriber can sell all of its Registrable Securities under Rule 144

without limitation as to the manner of sale or the amount of such securities that may be sold and without any current public information

requirements. For as long as the Registration Statement shall remain effective pursuant to the immediately preceding sentence, the Company

shall use its best efforts to file all reports, and provide all customary and reasonable cooperation, necessary to enable the undersigned

to resell Registrable Securities pursuant to the Registration Statement or Rule 144 under the Securities Act (when resales under Rule

144 under the Securities Act become available with respect to the Securities), as applicable, qualify Registrable Securities for listing

on the Nasdaq, and update or amend the Registration Statement as necessary to include the Registrable Securities. Subscriber agrees to

disclose its beneficial ownership, as determined in accordance with Rule 13d-3 under the Exchange Act, of securities of the Company to

the Company (or its successor) upon reasonable request to assist the Company in making the determination described above. The Company’s

obligations to include the Registrable Securities in the Registration Statement are contingent upon Subscriber furnishing in writing

such information regarding Subscriber, the securities of the Company held by Subscriber and the intended method of disposition of Registrable

Securities as shall be reasonably requested by the Company to effect the registration of the resale of Registrable Securities, and shall

execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling Security

holder in similar situations, provided that Subscriber shall not in connection with the foregoing be required to execute any lock-up

or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Registrable Securities. Not

less than two (2) Business Days prior to the filing of any Registration Statement or any amendment or supplement thereto with the SEC,

the Company shall provide Subscriber and its counsel a reasonable opportunity to review and comment upon such Registration Statement

or amendment or supplement, and any related prospectus or supplement thereto, including, at minimum, the portions of any such Registration

Statement or prospectus describing Subscriber or the plan of distribution of the Registrable Securities. If the SEC prevents the Company

from including any or all of the Registrable Securities proposed to be registered for resale under the Registration Statement due to

limitations on the use of Rule 415 of the Securities Act for the resale of the Company securities by the applicable Security holders

or otherwise, (A) such Registration Statement shall register for resale such number of the Company securities which is equal to the maximum

number of securities as is permitted by the SEC and (B) the number of the Company securities to be registered for each selling Security

holder named in the Registration Statement shall be reduced pro rata among all such selling Security holders and as promptly as practicable

after being permitted to register additional Securities under Rule 415 under the Securities Act, the Company shall amend the Registration

Statement or file a new Registration Statement (such amendment or new Registration Statement shall also be deemed to be a “Registration

Statement” hereunder) to register Registrable Securities not included in the initial Registration Statement and cause such Registration

Statement to become effective as promptly as practicable consistent with the terms of this Section 6. In no event shall Subscriber

be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the SEC requests

that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have an opportunity to withdraw

from the Registration Statement. For purposes of clarification, any failure by the Company to file the Registration Statement by the

Filing Deadline shall not otherwise relieve the Company of its obligations to cause the Company to file the Registration Statement or

effect the registration of Registrable Securities set forth in this Section 6. For as long as Subscriber holds Registrable

Securities issued pursuant to this Subscription Agreement, the Company will use its best efforts to (A) make and keep public information

available, as those terms are understood and defined in Rule 144, (B) file in a timely manner all reports and other documents with the

SEC required under the Exchange Act, as long as the Company remains subject to such requirements, and (C) provide all customary and reasonable

cooperation necessary, in each case, to enable Subscriber to resell the Registrable Securities pursuant to the Registration Statement

or Rule 144 (when Rule 144 becomes available to Subscriber), as applicable.

(b) During

a period of 90 days from the effective date of the Registration Statement, the Company will not issue any equity securities other than

(i) any Ordinary Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding

on the effective date of the Registration Statement, (ii) any Ordinary Shares issued or options to purchase Ordinary Shares or other

equity awards covering Ordinary Shares granted pursuant to employee benefit plans of the Company, (iii) any Ordinary Shares issued

pursuant to any non-employee director stock plan or dividend reinvestment plan, (iv) the filing of a registration statement on Form

S-8 or any successor form thereto with respect to the registration of securities to be offered under any employee benefit or equity incentive

plans of the Company, (v) the issuance of Ordinary Shares, equity awards or securities convertible into or exercisable or exchangeable

for Ordinary Shares in connection with (A) the acquisition of the securities, business, property or other assets of another person

or pursuant to any employee benefit plan assumed in connection with any such acquisition, (B) joint ventures, (C) commercial

relationships, (vi) any redesignation of Non-Voting Ordinary Shares issued pursuant to this Subscription Agreement as Ordinary Shares,

by a Subscriber pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the Subscriber acquires freely

tradable ADSs or (vii) other strategic transactions with a bona fide business purpose, provided that the aggregate number of Ordinary

Shares, equity awards and Ordinary Shares issuable upon the conversion, exercise or exchange of securities (on an as converted or as

exercised basis, as the case may be) issued pursuant to this clause (vii) shall not exceed 10% of the total number of Ordinary Shares

issued and outstanding on the effective date of the Registration Statement. For purposes of this Section 6(b), references to Ordinary

Shares shall be deemed to include ADSs representing such underlying Ordinary Shares.

Company shall, at its sole expense, advise Subscriber as promptly as practicable, and in any event, within five (5) business days: (i)

when a Registration Statement or any amendment thereto has been filed with the SEC and when a Registration Statement or any post-effective

amendment thereto has become effective; (ii) after it shall have received notice or obtained knowledge thereof, of the issuance by the

SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose;

(iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities

included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (iv) subject to

the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration

Statement or prospectus so that, as of such date, the statements therein do not include any untrue statements of a material fact and

do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus,

in the light of the circumstances under which they were made) not misleading; provided, however, that the Company shall not be required

to disclose the details of such event. Upon the occurrence of any event contemplated in the foregoing clause (iv), except for such times

as the Company is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement,

the Company agrees that it shall, as soon as practicable, use its commercially reasonable efforts to prepare a post-effective amendment

to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter

delivered to purchasers of Registrable Securities included therein, such prospectus will not include any untrue statement of a material

fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they

were made, not misleading.

(d) The

Company may delay filing or suspend the use of any such registration statement if it determines in good faith that in order for the registration

statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if such filing or use could materially

affect a bona fide business or financing transaction of the Company or would require premature disclosure of information that could materially

adversely affect the Company (each such circumstance, a “Suspension Event”); provided, that the Company shall

use commercially reasonable efforts to make such registration statement available for the sale by Subscriber of Registrable Securities

as soon as practicable thereafter. Notwithstanding the foregoing, (x) no Suspension Event shall continue for more than sixty (60) consecutive

calendar days, (y) the aggregate number of days during which Suspension Events are in effect shall not exceed ninety (90) calendar days

in any twelve (12)-month period, and (z) the Company may invoke a Suspension Event no more than three (3) times in any twelve (12)-month

period. Upon receipt of any written notice from the Company of the happening of any Suspension Event during the period that the Registration

Statement is effective, or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue

statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein,

in light of the circumstances under which they were made (in the case of the prospectus) not misleading, Subscriber agrees that it will

(i) immediately discontinue offers and sales of Registrable Securities under the Registration Statement until Subscriber receives (A)

(x) copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or

omission(s) referred to above and (y) notice that any post-effective amendment has become effective or (B) notice from the Company that

it may resume such offers and sales, and (ii) maintain the confidentiality of any information included in such written notice delivered

by the Company except (A) for disclosure to Subscriber’s affiliates, employees, agents and professional advisers who need to know

such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting

obligations to its limited partners who have agreed to keep such information confidential and (C) as otherwise required by applicable

law or subpoena. If so directed by the Company, Subscriber will deliver to the Company or destroy all copies of the prospectus covering

Registrable Securities in Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of

the prospectus covering Registrable Securities shall not apply to (i) the extent Subscriber is required to retain copies of such prospectus

(A) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (B) in accordance with a bona

fide pre-existing document retention policy or (ii) copies stored electronically on archival servers as a result of automatic data back-up.

(e) Subscriber

may deliver written notice (an “Opt-Out Notice”) to the Company requesting that Subscriber not receive notices

from the Company otherwise required by Section 6; provided, however, that Subscriber may later revoke any such Opt-Out Notice

in writing. Following receipt of an Opt-Out Notice from Subscriber (unless subsequently revoked), (i) the Company shall not deliver any

such notices to Subscriber and Subscriber shall no longer be entitled to the rights associated with any such notice and (ii) each time

prior to Subscriber’s intended use of an effective Registration Statement, Subscriber will notify the Company in writing at least

two business days in advance of such intended use, and if a notice of a Suspension Event was previously delivered (or would have been

delivered but for the provisions of this Section 6(e)) and the related suspension period remains in effect, the Company will so

notify Subscriber, within one (1) business day of Subscriber’s notification to the Company, by delivering to Subscriber a copy

of such previous notice of Suspension Event, and thereafter will provide Subscriber with the related notice of the conclusion of such

Suspension Event immediately upon its availability.

(f) From

and after the Closing, the Company agrees to indemnify and hold Subscriber, each person, if any, who controls Subscriber within the meaning

of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of Subscriber within the meaning of

Rule 405 under the Securities Act, and each broker, placement agent or sales agent to or through which Subscriber effects or executes

the resale of any Registrable Securities (collectively, the “Subscriber Indemnified Parties”), harmless against

any and all losses, claims, damages and liabilities (including any reasonable out-of-pocket legal or other expenses reasonably incurred

in connection with defending or investigating any such action or claim) (collectively, “Losses”) incurred by

Subscriber Indemnified Parties directly that are (i) caused by any untrue statement or alleged untrue statement of a material fact contained

in the Registration Statement or any other registration statement which covers the Registrable Securities (including, in each case, the

prospectus contained therein) or any amendment thereof (including the prospectus contained therein) or (ii) caused by any omission or

alleged omission to state therein a material fact necessary in order to make the statements therein (in the case of a prospectus, in

the light of the circumstances under which they were made), not misleading, except, in the cases of both (i) and (ii), to the extent

insofar as the same are (A) caused by or contained in any information or affidavit so furnished in writing to the Company by Subscriber

for use therein, (B) in connection with any failure of such person to deliver or cause to be delivered a prospectus in a timely manner,

(C) as a result of offers or sales effected by or on behalf of any person by means of a freewriting prospectus (as defined in Rule 405

under the Securities Act) that was not authorized in writing by the Company, or (D) in connection with any offers or sales effected by

or on behalf of Subscriber in violation of this Subscription Agreement. Notwithstanding the forgoing, the Company’s indemnification

obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent

of the Company (which consent shall not be unreasonably withheld, delayed or conditioned). The Company shall notify Subscriber promptly

of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section

6 of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or

on behalf of an indemnified party.

(g) [Reserved]

(h) To

the extent Subscriber is identified as a selling stockholder in the Registration Statement or any other registration statement which

covers the Registrable Securities, Subscriber agrees to, severally and not jointly with any Other Subscriber in the Offering contemplated

hereby or any other selling Security holders using the applicable registration statement, indemnify and hold the Company, and the officers,

employees, directors, partners, members, attorneys and agents of the Company, each person, if any, who controls the Company within the

meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Company within the meaning

of Rule 405 under the Securities Act (collectively, the “Company Indemnified Parties”), harmless against any

and all Losses incurred by Company Indemnified Parties directly that are caused by any untrue statement or alleged untrue statement of

a material fact contained in the Registration Statement or any other registration statement which covers the Registrable Securities (including,

in each case, the prospectus contained therein) or any amendment thereof (including the prospectus contained therein) or caused by any

omission or alleged omission to state therein a material fact necessary in order to make the statements therein (in the case of a prospectus,

in the light of the circumstances under which they were made), not misleading, in each case to the extent insofar as the same are caused

by or contained in any information or affidavit so furnished in writing to the Company by Subscriber expressly for use therein. In no

event shall the liability of Subscriber under this Section 6(h) be greater in amount than the dollar amount of the net proceeds

received by Subscriber upon the sale of the Registrable Securities giving rise to such indemnification obligation. Notwithstanding the

forgoing, Subscriber’s indemnification obligations shall not apply to amounts paid in settlement of any Losses if such settlement

is effected without the prior written consent of Subscriber (which consent shall not be unreasonably withheld, delayed or conditioned).

7. Termination.

This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties

hereunder shall terminate without any further liability on the part of any party in respect thereof (save for any obligations of the

Company in respect of the return of any monies paid by the Subscriber in connection herewith), upon the earliest to occur of: (a) the

mutual written agreement of each of the parties hereto to terminate this Subscription Agreement; (b) such date and time as the Transaction

Agreement is terminated in accordance with its terms; (c) if any of the conditions to Closing set forth in Section 3 are not satisfied

or waived as of the Closing Date and, as a result thereof, the transactions contemplated by this Subscription Agreement will not be and

are not consummated as of the date of the Transaction Closing; or (d) written notice by either (x) the Company to Subscriber or (y) Subscriber

to the Company, if the transactions contemplated by this Subscription Agreement are not consummated on or prior to the End Date (as defined

in the Transaction Agreement); provided that (i) nothing herein will relieve any party from liability for any willful breach hereof prior

to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages

arising from such breach, and (ii) the provisions of Sections ‎7 through 10 of this Subscription Agreement will survive

any termination of this Subscription Agreement and continue indefinitely. The Company shall notify Subscriber of the termination of the

Transaction Agreement promptly after the termination of such agreement. Upon the termination of this Subscription Agreement in accordance

with this Section 7, any monies paid by Subscriber to the Company for the Aggregate Purchase Price hereunder shall be promptly

(and in any event within two business days) returned to Subscriber.

8. Reliance

by and Exculpation of Placement Agents.

(a) Each

Subscriber agrees for the express benefit of the Placement Agents, its affiliates and its representatives that (i) it is not relying

upon, and has not relied upon, any statement, representation or warranty made by the Placement Agents, any of its affiliates or any of

its or its representatives, in making its investment or decision to invest in the Company, (ii) each Placement Agent is acting solely

as placement agent in connection with the transactions contemplated hereby and is not acting as an underwriter, initial purchaser, dealer

or in any other such capacity and is not and shall not be construed as a fiduciary for such Subscriber, (iii) the Placement Agents, their

respective affiliates and representatives have not made, and will not make any representations or warranties with respect to the Company,

Neuphoria or the offer and sale of the Securities or any other matter concerning the Company, Neuphoria or the transactions contemplated

hereby, and Subscriber will not rely on any statements made by the Placement Agents, orally or in writing, to the contrary, (iv) Subscriber

will be responsible for conducting its own due diligence investigation with respect to the Company, Neuphoria and the offer and sale

of the Securities, (v) Subscriber will be purchasing Securities based on the results of its own due diligence investigation of the Company

and Neuphoria and the Placement Agents and each of their respective directors, officers, employees, representatives, and controlling

persons have made no independent investigation with respect to the Company, Neuphoria, the Securities, or the accuracy, completeness,

or adequacy of any information supplied to Subscriber by the Company or Neuphoria, (vi) Subscriber has negotiated the offer and sale

of the Securities directly with the Company, and the Placement Agents will not be responsible for the ultimate success of any such investment

and (vii) the decision to invest in the Company will involve a significant degree of risk, including a risk of total loss of such investment.

Each Subscriber further represents and warrants to the Placement Agents that it, including any fund or funds that it manages or advises

that participates in the offer and sale of the Securities, is permitted under its constitutive documents (including, without limitation,

all limited partnership agreements, charters, bylaws, limited liability company agreements, all applicable side letters with investors,

and similar documents) to make investments of the type contemplated by this Agreement. This Section 5(g) shall survive any termination

of this Subscription Agreement. This Section 8 shall survive any termination of this Agreement.

(b) The

Company agrees and acknowledges that the Placement Agents may rely on its representations, warranties, agreements and covenants contained

in this Agreement and each Subscriber agrees that the Placement Agents may rely on such Subscriber’s representations and warranties

contained in this Agreement as if such representations and warranties, as applicable, were made directly to the Placement Agent.

the Placement Agents nor any of their respective affiliates or representatives (1) shall be liable for any improper payment made in accordance

with the information provided by the Company or Neuphoria; (2) make any representation or warranty, or have any responsibilities as to

the validity, enforceability, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf

of the Company or Neuphoria pursuant to the Subscription Agreement or in connection with any of the transactions contemplated therein;

or (3) shall be liable (x) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized

or within the discretion or rights or powers conferred upon it by the Subscription Agreement or (y) for anything which any of them may

do or refrain from doing in connection with the Subscription Agreement, except in each case for such party’s own gross negligence

or willful misconduct.

(d) The

Company agrees that the Placement Agents, their respective affiliates and representatives shall be entitled to (1) rely on, and shall

be protected in acting upon, any certificate, instrument, notice, letter or any other document or security delivered to any of them by

or on behalf of the Company, and (2) be indemnified by the Company for acting as the Placement Agents hereunder pursuant to the indemnification

provisions set forth in the applicable letter agreement between the Company and the Placement Agents.

9. Miscellaneous.

(a) All

payments and deliveries under this Agreement shall be made free and clear of withholding or deduction unless required by applicable law.

(b) The

Company shall not consent or agree to amend, alter, waive or otherwise modify the terms of any of the Lock-Up Agreements (as

defined in the Transaction Agreement) without the consent of the Placement Agents.

this Subscription Agreement nor any rights or obligations that may accrue to Subscriber hereunder (other than the Securities acquired

hereunder, if any, subject to applicable securities laws) may be transferred or assigned by Subscriber without the prior written consent

of the Company (which shall not be unreasonably withheld, conditioned or delayed), and any purported transfer or assignment without such

consent shall be null and void ab initio. Notwithstanding the foregoing, Subscriber may assign its rights and obligations under

this Subscription Agreement to one or more funds or accounts managed by the investment manager or investment advisor that manages Subscriber

(or an affiliate that controls, is controlled by or is under common control with such investment manager or investment advisor), provided,

in each case, that any assignee agrees in writing to be bound by the terms hereof as if it were an original party hereto and that no

such assignment shall relieve Subscriber of its obligations hereunder if any such assignee fails to perform such obligations.

(d) The

Company may request from Subscriber such additional information as the Company may reasonably deem necessary to evaluate the eligibility

of Subscriber to acquire the Securities, and Subscriber shall provide such information to the Company promptly upon such request, it

being understood by Subscriber that the Company may without any liability hereunder reject Subscriber’s subscription prior to the

Closing Date in the event Subscriber fails to provide such additional information requested by the Company to evaluate Subscriber’s

eligibility or the Company determines that Subscriber is not eligible. The Company agrees to keep any such additional information confidential

(except as may be required by applicable law or administrative or legal proceeding). On or prior to the Closing Date, the Company and

Subscriber shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to

be practical and necessary in order to consummate the subscription as contemplated by this Subscription Agreement.

(e) Subscriber

acknowledges that the Company, Neuphoria, the Placement Agents and others will rely on the acknowledgments, understandings, agreements,

representations and warranties of Subscriber contained in this Subscription Agreement as if they were made directly to them. Prior to

the Closing, Subscriber agrees to promptly notify the Company and the Placement Agents if any of the acknowledgments, understandings,

agreements, representations and warranties set forth herein are no longer accurate such that the conditions set forth in Sections

3(b)(i) and 3(b)(ii) would not be satisfied as of the Closing Date. Subscriber agrees that the purchase by Subscriber of Securities

from the Company will constitute a reaffirmation of the acknowledgments, understandings, agreements, representations and warranties herein

(as modified by any such notice) by Subscriber as of the time of such purchase, unless such acknowledgments, understandings, agreements,

representations and warranties herein have been given as of a certain date. Each of the Company and Subscriber acknowledges and agrees

that Neuphoria and each Placement Agent are intended third-party beneficiaries of the representations, warranties and covenants of the

Company contained in Section 4 and Subscriber contained in Section 5 of this Subscription Agreement and its express rights

set forth in Section 10, and that Neuphoria is otherwise an express third-party beneficiary of this Subscription Agreement, entitled

to enforce the terms hereof against Subscriber as if it was an original party hereto. Except as expressly set forth herein, this Subscription

Agreement shall not confer any rights or remedies upon any person other than the parties hereto, and their respective successor and assigns.

Prior to the Closing, the Company agrees to promptly notify Subscriber and the Placement Agents if any of the acknowledgments, understandings,

agreements, representations and warranties set forth herein are no longer accurate in a manner that would have or would reasonably be

expected to have a Material Adverse Effect on the Company.

(f) Each

of the Company, Neuphoria, and each Placement Agent is entitled to rely upon this Subscription Agreement and is irrevocably authorized

to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official

inquiry with respect to the matters covered hereby. Subscriber shall not issue any press release or make any other similar public statement

with respect to the transactions contemplated hereby without the prior written consent of the Company (which may be given via email by

authorized Representatives) (such consent not to be unreasonably withheld or delayed).

(g) All

the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.

(h) This

Subscription Agreement may not be amended, modified, waived or terminated except by an instrument in writing, signed by the party against

whom enforcement of such modification, waiver, or termination is sought; provided, however, that no modification or waiver by the Company

of the provisions of this Subscription Agreement prior to the Transaction Closing shall be effective without the prior written consent

of Subscriber (other than modifications or waivers that are solely ministerial in nature or otherwise immaterial and do not affect any

economic or any other material term of this Subscription Agreement). The Company shall notify Subscriber of any such amendments, modifications,

waivers or terminations. No failure or delay in exercising any right, power or privilege hereunder will operate as a waiver thereof,

nor will any single or partial exercise thereof preclude any other or further exercise thereof or other exercise of any right, power

or privilege hereunder. Section 4, Section 5, Section 8, Section 9(d) and this Section 9(g) may not be amended, modified, terminated

or waived in any manner that is material and adverse to the Placement Agents without the written consent of each Placement Agent.

(i) This

Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and

warranties, both written and oral, among the parties, with respect to the subject matter hereof (other than any confidentiality agreement

entered into by the Company and Subscriber in connection with the Offering).

(j) This

Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators,

successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments

contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives

and permitted assigns.

(k) If

any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of

the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full

force and effect. Upon such determination that any provision is invalid, illegal or unenforceable, the parties will substitute for any

invalid, illegal or unenforceable provision a suitable and equitable provision that carries out so far as may be valid, legal and enforceable,

the intent and purpose of such invalid, illegal or unenforceable provision.

(l) This

Subscription Agreement may be executed in two or more counterparts (including by facsimile or electronic mail or in .pdf) and by different

parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed

and delivered shall be construed together and shall constitute one and the same agreement.

(m) The

parties hereto agree that irreparable damage may occur in the event that any of the provisions of this Subscription Agreement were not

performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled

to an injunction or injunctions to prevent breaches of this Subscription Agreement and to enforce specifically the terms and provisions

of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract,

in tort or otherwise. The parties hereto acknowledge and agree that the Company shall be entitled to specifically enforce Subscriber’s

obligations to fund the subscription and the provisions of the Subscription Agreement, in each case, on the terms and subject to the

conditions set forth herein. The parties hereto further acknowledge and agree: (A) to waive any requirement for the security or posting

of any bond in connection with any such equitable remedy; (B) not to assert that a remedy of specific enforcement pursuant to this Section 9(l)

is unenforceable, invalid, contrary to applicable law or inequitable for any reason; and (C) to waive any defenses in any action for

specific performance, including the defense that a remedy at law would be adequate.

(n) Each

party shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein. The

Company shall pay all applicable fees and expenses of the Depositary Bank in connection with (A) the deposit of the Underlying Ordinary

Shares and issuance of RADRs, and (B) the cancellation of RADRs and the issuance of freely transferable ADSs in respect thereof following

effectiveness of the Registration Statement.

(o) Except

where required to comply with the AIM Rules, UK MAR and other applicable securities laws, without Subscriber’s prior written consent

(which may be given via email by authorized Representatives of the Subscriber), the Company will not use or disclose the name of Subscriber

or its affiliates or advisors or any information relating to Subscriber or this Subscription Agreement, other than to the Company’s

lawyers, independent accountants and to other advisors and service providers who reasonably require such information in connection with

the provision of services to such person, are advised of the confidential nature of such information and are obligated to keep such information

confidential. Without Subscriber’s prior written consent, the Company shall not use the name of Subscriber or any of its affiliates

or advisors in any press release issued by the Company or Current Report on Form 8-K filed by Neuphoria with the SEC in connection with

the Transaction Agreement or the execution and delivery of this Subscription Agreement and the filing of any related documentation by

the Company or Neuphoria with the SEC, except to the extent required by the AIM Rules, UK MAR and federal securities laws, rules or regulations

and to the extent such disclosure is required by other laws, rules or regulations, at the request of the staff of the SEC, or under Nasdaq.

(p) This

Subscription Agreement, and all actions or matters based hereon, or arising out of, under or in connection herewith, or any transaction

contemplated hereby, shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles

relating to conflict of laws that would result in the application of the laws of any other jurisdiction. Each party hereby irrevocably

and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the state and federal courts seated in New

York County, New York (and any appellate courts thereof) in any action or proceeding arising out of or relating to this Subscription

Agreement, and each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except

in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in such court, (iii)

waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of

venue of any such action or proceeding in any such court, and (iv) waives, to the fullest extent permitted by law, the defense of an

inconvenient forum to the maintenance of such action or proceeding in any such court. Each party agrees that a final judgment in any

such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner

provided by law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other proceeding

relating to the transactions contemplated by this Subscription Agreement, on behalf of itself, or its property, by personal delivery

of copies of such process to such party at the applicable address set forth in Section 9(p). Nothing in this Section 9(o)

shall affect the right of any party to serve legal process in any other manner permitted by law. Each

party hereby knowingly, voluntarily and intentionally irrevocably waives the right to a trial by jury in respect to any litigation, dispute,

claim, legal action or other legal proceeding based hereon, or arising out of, under, or in connection with, this Subscription Agreement

or the transactions contemplated hereby.

(q) All

notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when

delivered in person, (ii) when delivered by email, absent affirmative receipt of an automated notice of delivery failure from the recipient’s

email server, during regular business hours of the recipient or, if delivered outside of regular business hours, the following business

day, (iii) one (1) business day after being sent, if sent by reputable, internationally recognized overnight courier service or (iv)

three business days after being mailed, if sent by registered or certified mail, prepaid and return receipt requested, in each case to

the applicable party at the following addresses (or at such other address for a party as shall be specified by like notice):

to the Company:

Scancell

Holdings plc

Bellhouse Building

Sanders Road

Oxford

Science Park

Oxford OX 4 4GD

Attention: [***]

Email: [***]

with

a copy (which shall not constitute notice) to:

Cooley

(UK) LLP

22 Bishopsgate

London, EC2N 4BQ, United Kingdom

Attention: [***]

Email: [***]

Notice

to Subscriber shall be given to the address underneath Subscriber’s name on the signature page hereto.

(r) From

and after the date hereof, the Company shall not, and shall cause each of its affiliates, representatives and agents to not, provide

Subscriber or any of its affiliates, representatives or agents, with any “inside information” (as such term is defined in

UK MAR) or other material nonpublic information regarding the Company, any of its affiliates or any other person (together, “MNPI”)

without the express prior written consent of such Subscriber other than in connection with the Transaction or the transactions contemplated

by this Agreement. Notwithstanding anything to the contrary herein, in the event that the Company believes that a notice or communication

to Subscriber or any of its affiliates, attorneys, agents or representatives contains MNPI, the Company shall, prior to the delivery

of such notice or communication, so indicate to Subscriber, and such indication shall provide Subscriber the means to refuse to receive

such notice or communication. Subscriber undertakes to, and shall procure that each of its respective affiliates, agents and representatives

to whom any MNPI is disclosed, acts in relation to the MNPI in compliance with (i) the prohibition on market abuse contained in UK MAR

and, in particular, in relation to insider dealing (Article 8), the unlawful disclosure of inside information (Article 10), market manipulation

(Article 12), inside information (Article 17) and insider lists (Article 18); (ii) the Disclosure Guidance issued by the UK Financial

Conduct Authority; and (iii) the criminal offences in relation to inside information contained in the UK Criminal Justice Act 1993. The

Company covenants and agrees that it shall, prior to or concurrently with the Transaction Closing, disclose any “inside information”

related to the Transaction via a Regulatory Information Service as required by UK MAR, and file or cause to be filed such reports or

documents with the SEC as shall be necessary to publicly disclose, to the extent legally permissible, any MNPI previously provided to

Subscriber or its representatives by the Company or its representatives in connection with the transactions contemplated hereby.

(s) The

headings set forth in this Subscription Agreement are for convenience of reference only and shall not be used in interpreting this Subscription

Agreement. In this Subscription Agreement, unless the context otherwise requires: (i) whenever required by the context, any pronoun used

in this Subscription Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns

and verbs shall include the plural and vice versa; (ii) “including” (and with correlative meaning “include”)

means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case

to be followed by the words “without limitation”; and (iii) the words “herein,” “hereto” and “hereby”

and other words of similar import in this Subscription Agreement shall be deemed in each case to refer to this Subscription Agreement

as a whole and not to any particular portion of this Subscription Agreement. As used in this Subscription Agreement, the term: (A) “trading

day” shall mean any day on which Nasdaq is open for trading; (B) “business day” shall mean any day other than a Saturday,

Sunday or other day on which commercial banks in New York, New York or London, United Kingdom are authorized or required by applicable

law to remain closed; (C) “person” shall refer to any individual, corporation, partnership, trust, limited liability company

or other entity or association, including any governmental or regulatory body, whether acting in an individual, fiduciary or any other

capacity; and (D) “affiliate” shall mean, with respect to any specified person, any other person or group of persons acting

together that, directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with

such specified person (where the term “control” (and any correlative terms) means the possession, direct or indirect, of

the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities,

by contract or otherwise).

(t) At

the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties may

reasonably deem practical and necessary in order to consummate the Offering as contemplated by this Subscription Agreement.

10. Independent

Nature of Investment. The obligations of Subscriber under this Subscription Agreement are several and not joint with the obligations

of any Other Subscriber under the Other Subscription Agreements, and Subscriber shall not be responsible in any way for the performance

of the obligations of any Other Subscriber under the Other Subscription Agreements. The decision of Subscriber to purchase Securities

pursuant to this Subscription Agreement has been made by Subscriber independently of any Other Subscriber and independently of any information,

materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition

(financial or otherwise) or prospects of the Company, Neuphoria or any of their respective subsidiaries which may have been made or given

by any Other Subscriber or by any agent, employee or other representative of any Other Subscriber, and neither Subscriber nor any of

its agents, employees or other representatives shall have any liability to any Other Subscriber (or any other person) relating to or

arising from any such information, materials, statements or opinions. Nothing contained herein or in any Other Subscription Agreement,

and no action taken by Subscriber or Other Subscriber pursuant hereto or thereto, shall be deemed to constitute Subscriber and Other

Subscribers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Subscriber and

Other Subscribers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by

this Subscription Agreement and the Other Subscription Agreements. Subscriber acknowledges that no Other Subscriber has acted as agent

for Subscriber in connection with making its investment hereunder and no Other Subscriber will be acting as agent of Subscriber in connection

with monitoring its investment in the Securities or enforcing its rights under this Subscription Agreement. For administrative convenience

only, each Subscriber and its respective counsel have chosen to communicate with the Company through the legal counsel of a Placement

Agent. The legal counsel of each Placement Agent does not represent any of the Subscribers and only represents such Placement Agent.

Subscriber shall be entitled to independently protect and enforce its rights under this Subscription Agreement, and it shall not be necessary

for any Other Subscriber to be joined as an additional party in any proceeding for such purpose.

[remainder

of page intentionally left blank]

WITNESS WHEREOF, the parties hereto have caused this Subscription Agreement to be duly executed by their respective authorized signatories

as of the date first indicated above.

SCANCELL HOLDINGS PLC

By:

Name:

Title:

[Signature

Page to Subscription Agreement]

WITNESS WHEREOF, the undersigned has caused this Subscription Agreement to be duly executed by its authorized signatory as of the

date first indicated above.

Name(s)

of Subscriber:

_____________________________________________________________

Signature

of Authorized Signatory of Subscriber:

_____________________________________________________________

Name

of Authorized Signatory:

_____________________________________________________________

Title

of Authorized Signatory:

_____________________________________________________________

Address

for Notice to Subscriber:

_____________________________________________________________

Attention: ___________________________________________________

Email: ___________________________________________________

Telephone: ___________________________________________________

Subscription

Amount: _________________________________________

Number

of ADSs: _________________________________________

Number

of Ordinary Shares: _____________________________________

Number

of Non-Voting Ordinary Shares:____________________________

Subscriber

status (mark one): ☐ U.S. investor ☐  Non-U.S. investor (including investors from the United Kingdom)

EIN

Number: ________________________________________________

Exhibit

Accredited Investor Questionnaire

Capitalized

terms used and not defined in this Exhibit A shall have the meanings given in the Subscription Agreement to which this Exhibit A

is attached.

The

undersigned represents and warrants that the undersigned is an “institutional accredited investor” (an “Accredited

Investor”) as such term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended (the

“Securities Act”), for one or more of the reasons specified below (please check all boxes

that apply):

_____________

(i)

bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in

Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity;

_____________

(ii)

broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

_____________

(iii)

investment adviser registered pursuant to Section 203 of the Investment Advisers Act of 1940 (the “Investment Advisers Act”)

or registered pursuant to the laws of a state, or an investment adviser relying on the exemption from registering with the SEC under

Section 203(l) or (m) of the Investment Advisers Act;

_____________

(iv)

insurance company as defined in Section 2(13) of the Exchange Act;

_____________

(v)

investment company registered under the Investment Company Act or a business development company as defined in Section 2(a)(48) of

that Act;

_____________

(vi)

Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business

Investment Act of 1958;

_____________

(vii)

Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act;

_____________

(viii)

plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state, or its political

subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000;

_____________

(ix)

employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made

by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company,

or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed

plan, with investment decisions made solely by persons that are accredited investors;

_____________

(x)

private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

_____________

(xi)

organization described in Section 501(c)(3) of the Internal Revenue Code, or a corporation, business trust, partnership, or limited

liability company, or any other entity not formed for the specific purpose of acquiring the ADSs, Ordinary Shares and/or Non-Voting

Ordinary Shares, with total assets in excess of $5,000,000;

_____________

(xii)

trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the ADSs, Ordinary Shares and/or

the Non-Voting Ordinary Shares, whose purchase is directed by a sophisticated person who has such knowledge and experience in financial

and business matters that such person is capable of evaluating the merits and risks of investing in the Company;

_____________

(xiii)

“family office” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act with assets under management in

excess of $5,000,000 that is not formed for the specific purpose of acquiring the securities offered and whose prospective investment

is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable

of evaluating the merits and risks of the prospective investment;

_____________

(xiv)

“family client” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act, of a family office meeting the

requirements set forth in (xiii) and whose prospective investment in the issuer is directed by a person from a family office that

is capable of evaluating the merits and risks of the prospective investment;

_____________

(xv)

“qualified institutional buyer” as defined in Rule 144A under the Securities Act;

_____________

(xvi)

entity, of a type not listed above, not formed for the specific purpose of acquiring the securities offered, owning investments in

excess of $5,000,000; and/or

_____________

(xvii)

entity in which all of the equity owners qualify as an accredited investor under any of the above subparagraphs.

_____________

(xviii)

Subscriber

does not qualify under any of the investor categories set forth in (i) through (xvii) above.

Type

of Subscriber. Indicate the form of entity of Subscriber:

☐

Corporation

☐

Limited Partnership

☐

Revocable Trust

☐

General Partnership

☐

Other Type of Trust (indicate type):

☐

Limited Liability Company

☐

Other (indicate form of organization):

Indicate

the approximate date Subscriber entity was formed: _____________________.

Initial

the line below which correctly describes the application of the following statement to Subscriber’s situation: Subscriber (x) was

not organized or reorganized for the specific purpose of acquiring the ADSs, Ordinary Shares and/or the Non-Voting Ordinary Shares and

(y) has made investments prior to the date hereof, and each beneficial owner thereof has and will share in the investment in proportion

to his or her ownership interest in Subscriber.

__________

True __________ False If the “False” line is initialed, each person participating in the entity will be required to fill

out a Subscription Agreement.

EX-10.6 — FORM OF SUBSCRIPTION AGREEMENT, BY AND AMONG SCANCELL HOLDINGS PLC, SCANCELL MERGER SUB, INC., NEUPHORIA THERAPEUTICS INC. AND INDIVIDUAL INVESTORS

EX-10.6

Filename: ea029891401ex10-6.htm · Sequence: 8

Exhibit 10.6

Execution version

INDIVIDUAL SUBSCRIPTION AGREEMENT

July 23, 2026

Scancell Holdings plc

Bellhouse Building

Sanders Road

Oxford Science Park

Oxford OX 4 4GD

Ladies and Gentlemen:

In connection with the proposed

merger (the “Transaction”) among Scancell Holdings plc, a public limited company incorporated under the laws

of England and Wales (the “Company”), Scancell Merger Sub, Inc., a Delaware corporation and an indirect wholly

owned Subsidiary of the Company (“Merger Sub”), and Neuphoria Therapeutics Inc., a Delaware corporation (“Neuphoria”,

and together with the Company and Merger Sub, the “Parties” and each a “Party”), in

connection with that certain Agreement and Plan of Merger by and among Neuphoria, the Company and Merger Sub, dated as of July 23, 2026

(as it may be amended, restated and/or supplemented from time to time in accordance with its terms, the “Transaction Agreement”),

the Company is seeking commitments to purchase (i) the Company’s ordinary shares of £0.001 in the capital of the Company (the

“Ordinary Shares”) (ii) the Company’s American Depositary Shares (the “ADS”),

representing Ordinary Shares (with the Ordinary Shares representing such ADSs being the “Underlying Ordinary Shares”);

and / or (iii) the Company’s non-voting ordinary shares, £0.001 per non-voting ordinary share (the “Non-Voting

Ordinary Shares” and, together with the Ordinary Shares and the ADSs, the “Securities”), for a

purchase price of $0.1205 per Security (the “Purchase Price”), in a private placement to be consummated by the

Company prior to or concurrently with the closing of the Transaction (the “Offering”) in accordance with the

terms of the Transaction Agreement. The Company expects that it will effect a reverse share split or consolidation of its Ordinary Shares

prior to the Closing. For the effects of any such changes, please refer to Section 2(b). For purposes of the Purchase Price, the parties

assume that each ADS represents one Ordinary Share at the time of the Closing (such ratio of Ordinary Shares per ADS, the “Assumed

ADS Ratio”), which is subject to adjustment pursuant to Section 2(c).

In accordance with the consummation

of the transactions contemplated by the Transaction Agreement (the “Transaction Closing”) and in accordance

with the Transaction Agreement, among other matters, (i) Merger Sub will merge with and into Neuphoria, with Neuphoria being the surviving

corporation as a wholly owned subsidiary of the Company; (ii) the Company shall cause a sponsored American depositary receipt facility

to be established with a reputable bank (such bank or any successor depositary bank, the “Depositary Bank”)