TABLE OF CONTENTS

		Page

1.	INTRODUCTION	2
2.	DEFINITIONS	3
3.	SHARE CAPITAL	11
4.	DIVIDENDS	11
5.	DISTRIBUTIONS FOLLOWING A LIQUIDATION OR SALE EVENT	12
6.	SALE PROVISIONS	14
7.	VOTES IN GENERAL MEETING	14
8.	CONVERSION OF PREFERRED SHARES	15
9.	VARIATION OF RIGHTS	18
10.	ALLOTMENT OF NEW SHARES OR OTHER SECURITIES: PRE- EMPTION	18
11.	LIEN	20
12.	TRANSFERS OF SHARES — GENERAL	20
13.	PERMITTED TRANSFERS	22
14.	TRANSFERS OF SHARES SUBJECT TO PRE-EMPTION RIGHTS	23
15.	COMPULSORY TRANSFERS AND DEFERRED SHARES	27
16.	TAG ALONG	28
17.	DRAG-ALONG	28
18.	GENERAL MEETINGS	30
19.	PROXIES	30
20.	DIRECTORS’ BORROWING POWERS	30
21.	ALTERNATE DIRECTORS	30
22.	NUMBER OF DIRECTORS	31
23.	APPOINTMENT OF DIRECTORS	31
24.	DIRECTORS’ PERMITTED INTERESTS	32
25.	AUTHORISATION OF CONFLICTS OF INTEREST	34
26.	DIRECTORS’ INTERESTS: GENERAL	35
27.	WRITTEN RESOLUTIONS	36
28.	DISQUALIFICATION OF DIRECTORS	36
29.	PROCEEDINGS OF DIRECTORS	36
30.	EXECUTION OF DOCUMENTS	37
31.	DIVIDENDS	37
32.	NOTICES	37
33.	INDEMNITY AND INSURANCE	38
34.	DATA PROTECTION	38

THE COMPANIES ACTS 2006

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

BICYCLE THERAPEUTICS LIMITED

(Adopted by a written resolution passed on 26 MAY 2017)

1. INTRODUCTION

1.1 The Regulations contained or incorporated in Table A in the Schedule to the Companies (Tables A to F) Regulations 1985 as amended by:

(a) The Companies (Tables A to F) Amendment Regulations 1985;

(b) Schedule 1 to the Companies Act 1985 (Electronic Communications) Order 2000 (SI 2000/3373);

(d) The Companies (Tables A to F) (Amendment) (No. 2) Regulations 2007 (SI 2007/2826),

(“Table A”) shall apply to the Company, save insofar as they are varied or excluded by, or are inconsistent with, the following Articles.

1.2 In Regulation 1 of Table A, the words “and in articles of association adopting the same” shall be inserted after the word “regulations” in the last paragraph of that Regulation and the sentence “Any reference to any statutory provision shall be deemed to include a reference to each and every statutory amendment, modification, re-enactment and extension thereof for the time being in force” shall be inserted at the end of that Regulation.

1.3 In these Articles:

(a) article headings are used for convenience only and shall not affect the construction or interpretation of these Articles;

(b) words denoting the singular include the plural and vice versa and reference to one gender includes the other gender and neuter and vice versa; and

(c) Regulations 8, 29, 30, 31, 54, 62, 76 to 77 (inclusive), 82, 94 to 98 (inclusive) 115 and 118 of Table A shall not apply to the Company.

2. DEFINITIONS

2.1 In these Articles the following words and expressions shall have the following meanings:

2006 Act		the Companies Act 2006 (as amended from time to time);

A Ordinary Conversion Rate		the conversion rate of one A Ordinary Share into one Ordinary Share, subject to adjustment in accordance with Article 8.7;

A Ordinary Issue Price		the price at which the relevant A Ordinary Share is issued, including any premium (subject to the appropriate proportionate adjustment following any Capital Reorganisation in respect of the A Ordinary Shares);

A Ordinary Shares		the A ordinary shares of £0.01 each in the capital of the Company;

A Ordinary Shareholders		the holders of the A Ordinary Shares;

Acting in Concert		has the meaning given to it in The City Code on Takeovers and Mergers published by the Panel on Takeovers and Mergers (as amended from time to time);

Actions		shall have the meaning given to the term in Article 6.2;

Additional Shares		shares in the equity share capital (as defined in the 2006 Act) of the Company but excluding:

		(a) any Ordinary Shares issued pursuant to an Employee Share Plan, or the exercise of options granted under an Employee Share Plan;

		(b) the conversion of any Preferred Shares into Ordinary Shares or Deferred Shares;

		(c) the conversion of Ordinary Shares into Deferred Shares;

		(d) Shares issued on a pro rata basis to all Shareholders as a result of a capitalisation of profits or reserves or reinvestment of dividends or arising on any Capital Reorganisation of the Company;

		(e) Shares issued pursuant to the acquisition of another company by the Company by way of the purchase of shares of such company or the purchase of substantially all of the assets of such company or other reorganisation or to a joint venture agreement; and

		(f) any Shares issued pursuant to the exercise of any warrant granted by the Company at or about the Date of Adoption;

As Converted Basis		in reference to any calculation or number, means that such calculation shall be made, or number determined, on the basis that each Preferred Share is equivalent to such number of Ordinary Shares as is converted in accordance with the Conversion Rate and, if applicable, adjusted in accordance with Article 8.7;

Associate		in relation to any person means any person who is an associate of that person and the question of whether a person is an associate of another is to be determined in accordance with section 435 of the Insolvency Act 1986 and (whether or not an associate as so determined):

		i. any Member of the Same Group; and

		ii. any Member of the Same Fund Group;

Atlas		Atlas Venture Fund VIII, L.P. of 25 First Street, Suite 303, Cambridge MA 02141;

Auditors		the auditors of the Company from time to time;

Available Profits		profits available for distribution within the meaning of section 830 of the 2006 Act;

B Ordinary Conversion Rate		the conversion rate of one B Ordinary Share into one Ordinary Share, subject to adjustment in accordance with Article 8.7;

B Ordinary Issue Price		the price at which the relevant B Ordinary Share is issued, including any premium (subject to the appropriate proportionate adjustment following any Capital Reorganisation in respect of the B Ordinary Shares);

B Ordinary Shares		the B ordinary shares of £0.01 each in the capital of the Company;

B Ordinary Shareholders		the holders of the B Ordinary Shares;

Bad Leaver		an Employee whose employment or consultancy is terminated by the Company either in circumstances which justify summary dismissal under the relevant service contract or as a result of the breach by the Employee of any Restrictive Covenants in such Employee’s employment or consultancy agreement or any Former Employee who breaches any Restrictive Covenants in such Former Employee’s employment or consultancy agreement

Board		the board of Directors and any committee of the board constituted for the purpose of taking any action or decision contemplated by these Articles;

Bona Fide Offer		an offer made in writing by a bona fide arm’s length purchaser to acquire a specified number of Shares (and/or assets) and which indicates: (i) the type, number and class of Shares (and/or assets) to be purchased, (ii) the price offered, (iii) the other material terms and conditions of the offer, and (iv) the name and address of the offeror and of each person who controls it, provided that such offer may not be subject to any conditions the satisfaction or fulfilment of which is within the control of such third party;

Bonus Shares		shall have the meaning given to the term in Article 5.4;

Business Day		a day on which English clearing banks are ordinarily open for the transaction of normal banking business in the City of London (other than a Saturday or Sunday);

Business Sale		the disposition of all or substantially all of the assets or businesses of the Company to a third party (either by way of a sale, licence and/or other transfer), save where any such disposition is effected solely for the purpose of a demerger of the Company’s and/or its Subsidiary Undertaking’s assets (in whole or in part) to a newly incorporated company which will be owned by the Shareholders (in the same proportions, disregarding any Shares held by the Company, as they hold Shares);

Capital Reorganisation		shall mean any of the following:

		(a) issue of Equity Shares fully or partly paid up pursuant to a capitalisation of profits or reserves (including any share premium account or capital redemption reserve) but excluding any Permitted Capitalisation Issue and any Equity Shares that are required to be issued pursuant to any agreement among the Company and Shareholders constituting a Super Preferred Majority;

		(b) sub-division or consolidation of Equity Shares;

		(c) reduction of capital, or other reduction in the number of Equity Shares in issue from time to time;

		(d) redesignation or re-classification of any shares in the capital of the Company;

		(e) the redemption or repurchase of any shares in the capital of the Company; or

		(f) any other reorganisation of the share capital of the Company,

		save where any of the above is effected solely for the purpose of a demerger of the Company’s and/or its Subsidiary Undertaking’s assets (in whole or in part) to a newly incorporated company which will be owned by the Shareholders (in the same proportions, disregarding any Shares held by the Company, as they hold Shares);

CIC		Cambridge Innovation Capital (Jersey) Limited of 19-21 Broad Street, St Helier, Jersey, JE1 3PB;

Civil Partner		in relation to a Shareholder, a civil partner (as defined in the Civil Partnerships Act 2004) of the Shareholder;

Commencement Date		the date the relevant Employee commences his employment or consultancy with the Company;

Company		Bicycle Therapeutics Limited;

Conditions		shall have the meaning given to the term in Article 8.1;

Controlling Interest		an interest in shares giving to the holder or holders control of the Company within the meaning of section 1124 of the Corporation Tax Act 2010;

Conversion Date		shall have the meaning given to the term in Article 8.1;

Conversion Rate		the A Ordinary Conversion Rate or the B Ordinary Conversion Rate (as applicable);

Date of Adoption		the date on which these Articles were adopted;

Deferred Shares		the deferred shares of £0.01 each in the capital of the Company;

Defaulting A Ordinary Share Investor		shall have the meaning given to the term in Article 8.9(b);

Delayed Consideration		shall have the meaning given to the term in Article 5.8;

Director(s)		a director or directors of the Company from time to time;

Effective Termination Date		the date on which the Employee’s employment or consultancy or office with the Company terminates;

Employee		an individual who is employed by, seconded to or who provides consultancy services to, the Company or any member of the Group, and any Director of the Company;

Employee Share Plan(s)		the Employee share option or share purchase plan(s) of the Company, the terms of which have been approved by the Investor Directors;

Employee Shares		in relation to an Employee or Former Employee means all Ordinary Shares held by:

		(g) the Employee or Former Employee in question; and

		(h) by any Permitted Transferee of that Employee or Former Employee other than those Ordinary Shares held by those persons that a Preferred Majority is satisfied were not acquired directly or indirectly from the Employee or Former Employee or by reason of his/her relationship with the Employee or Former Employee;

Employee Trust		a trust, the terms of which are approved by a Preferred Majority, whose beneficiaries are the Employees;

Entitlement Amount		shall have the meaning given to the term in Article 5.8;

Equity Shares		the Ordinary Shares, the A Ordinary Shares and the B Ordinary Shares from time to time;

Family Trusts		as regards any particular individual member or deceased or former individual member, trusts (whether arising under a settlement, declaration of trust or other instrument by whomsoever or wheresoever made or under a testamentary disposition or on an intestacy) under which no immediate beneficial interest in any of the shares in question is for the time being vested in any person other than the individual and/or Privileged Relations of that individual; and so that for this purpose a person shall be considered to be beneficially interested in a share if such share or the income thereof is liable to be transferred or paid or applied or appointed to or for the benefit of such person or any voting or other rights attaching thereto are exercisable by or as directed by such person pursuant to the terms of the relevant trusts or in consequence of an exercise of a power or discretion conferred thereby on any person or persons;

Financial Institution		any Financial Services Authority registered financial investor (or a financial investor registered with the equivalent body or authority in the country of the relevant financial investor’s principal place of business);

Financial Year and Financial Period		an accounting reference period (as defined by the 2006 Act) of the Company;

Former Employee		an Employee whose employment or consultancy or office with the Company has terminated;

Founders		Sir Gregory Winter and Dr. Christian Heinis;

Founder Director		Sir Gregory Winter or such other director appointed to replace him from

		time to time;

Fund Manager		a person whose principal business is to make, manage or advise upon investments in securities;

Group		the Company, its Parent Undertaking and its Subsidiary Undertaking(s) (if any) from time to time and “Group Company” shall be construed accordingly;

Independent Director		any Director of the Company appointed pursuant to Article 23.9;

Initial Consideration		shall have the meaning given to the term in Article 5.8;

Institutional Investor		a fund, partnership, body corporate, trust or other person or entity whose principal business is to make investments or a person whose business is to make, manage or advise upon investments for any of the foregoing;

Investor Director		any Director of the Company appointed pursuant to Articles 23.1 to 23.6;

Investor Director Consent		the prior written consent of a majority of Investor Directors appointed from time to time;

IPO		the admission of all or any of the Shares or securities representing those shares (including without limitation American depositary receipts, American depositary shares and/or other instruments) to or the grant of permission by any like authority for the same to be traded or quoted on Nasdaq or on the Official List of the United Kingdom Listing Authority or on the AIM Market operated by the London Stock Exchange Plc or any other recognised investment exchange (as defined in section 285 of the Financial Services and Markets Act 2000);

Issue Price		shall mean the A Ordinary Issue Price or the B Ordinary Issue Price (as applicable);

ITEPA		Income Tax (Earnings and Pensions) Act 2003;

Leaver’s Percentage		in relation to and for the purposes of determining the number of Employee Shares that are required (pursuant to Article 15.5) to be converted into Deferred Shares as a result of an Employee ceasing to be an Employee, the percentage (rounded up to two decimal places), shall be:

		(a) in accordance with the applicable vesting schedule set out in any share subscription agreement or employment or consultancy agreement entered into between the Employee and the Company such that the Leaver’s Percentage shall constitute any unvested shares pursuant to the applicable agreement on the Effective Termination Date, provided that if an Employee is a Bad Leaver, the Leaver’s Percentage of any Employee Shares shall be 100% of the Employee Shares held by such Employee on the Effective Termination Date, and

		(b) in respect of Employees whose shares are not subject to further vesting, including Shares acquired upon exercise of options granted under any Employee Share Plan, and Former Employees who in each case are Bad Leavers, either 100% of the Employee Shares held by such Employee on the Effective Termination Date or 100% of the Employee Shares held by such Former Employee at the time

		of the breach of such Former Employee’s Restrictive Covenants;

Liquidation Event or Liquidation		shall mean any of the following events:

		(a) insolvency or bankruptcy of the Company; or

		(b) dissolution of the Company for reasons other than those falling under the definition of Sale;

Longwood		Longwood Fund IV, L.P. of 800 Boylston Suite 1555, Boston, Massachusetts, 02199, USA

a Member of the Same Fund Group		if the Shareholder is a fund, partnership, company, syndicate or other entity whose business is managed by a Fund Manager (an “Investment Fund”) or a nominee of that person:

		(a) any participant or partner in or member of any such Investment Fund or the holders of any unit trust which is a participant or partner in or member of any Investment Fund (but only in connection with the dissolution of the investment Fund or any distribution of assets of the Investment Fund pursuant to the operation of the Investment Fund in the ordinary course of business); or

		(b) any fund managed by such Investment Fund’s Fund Manager; or

		(c) any Parent Undertaking or Subsidiary Undertaking of such Fund Manager, or any Subsidiary Undertaking of any Parent Undertaking of such Fund Manager; or

		(d) any trustee, nominee or custodian of such Investment Fund and vice versa,

		save that for the purposes of Article 10 and Article 13, the wording in brackets in part (a) above shall be deemed to have been deleted;

a Member of the Same Group		as regards any company, a company which is from time to time a Parent Undertaking or a Subsidiary Undertaking of that company or a Subsidiary Undertaking of any such Parent Undertaking

Minor Sale		the disposition of any asset(s) or any business(es) of the Company to a third party (either by way of a sale, licence and/or other transfer) which would not otherwise constitute a Business Sale;

Minor Sale Proceeds		shall have the meaning given to the term in Article 5.2(b);

MRC		Medical Research Council of 20 Park Crescent, London W1B 1AL;

Nasdaq		the Nasdaq National Stock Market of the Nasdaq Stock Market Inc.;

New Securities		any shares or other securities convertible into, or carrying the right to subscribe for those shares, issued by the Company after the Date of Adoption (other than shares or securities issued as a result of the events set out in Article 10.7);

Non-Cash Consideration		shall have the meaning given to the term in Article 5.7;

Novartis		Novartis Bioventures Ltd. of 131 Front Street, Hamilton HM 12, Bermuda;

Ordinary Shareholders		the holders from time to time of the Ordinary Shares;

Ordinary Shares		the ordinary shares of £0.01 each in the capital of the Company;

Original Shareholder		shall have the meaning given to the term in Article 13.1;

Permitted Capitalisation Issue		an issue of Shares by the Company credited as fully paid up as to nominal value from any share premium account of the Company (or otherwise lawfully paid up from a capitalisation of profits or reserves (including any capital redemption reserve)) made pursuant to Article 5;

Permitted Transfer		a transfer of Shares in accordance with Article 13;

Permitted Transferee		shall mean any of the following:

		(a) in relation to a Shareholder who is an individual, any of his Privileged Relations or Trustees;

		(b) in relation to a Shareholder which is an undertaking (as defined in section 1161 of the 2006 Act), any Member of the Same Group;

		(c) in relation to a Shareholder which is an Investment Fund, any Member of the Same Fund Group;

		(d) in relation to a Preferred Shareholder:

		i. to any Member of the Same Group;

		ii. to any Member of the Same Fund Group;

		iii. subject to Investor Director Consent, to any other Preferred Shareholder;

		iv. subject to Investor Director Consent, to any Financial Institution or Institutional Investor;

		v. to any bare nominee of such Preferred Shareholder; or

		vi. subject to Investor Director Consent, to any general or limited partners of a Preferred Shareholder or to Shareholders operating as a limited partnership or similar;

		(e) in relation to MRC, any successor body of MRC which takes over all or substantially all of the business and functions of MRC; and

		(f) in relation to EPFL, any entity which is controlled by EPFL and which takes over EPFL activities in connection with equity holdings management;

Preferred Majority		the Preferred Shareholders holding more than fifty percent (50%) of the number of Ordinary Shares held by Preferred Shareholders as at the Date of Adoption on an As Converted Basis;

Preferred Shareholders		the B Ordinary Shareholders and/or the A Ordinary Shareholders as the context requires;

Preferred Shares		the B Ordinary Shares and/or the A Ordinary Shares as the context requires;

Priority Rights		the rights of Shareholders to purchase Shares contained in a Transfer Notice

		in the priority stipulated in Article 14.6;

Privileged Relation		in relation to a Shareholder who is an individual member or deceased or former member means a spouse, Civil Partner, child or grandchild (including step or adopted or illegitimate child and their issue);

Proceeds		shall have the meaning given to the term in Article 5.4;

Proceeds of Sale		the consideration payable (including any deferred consideration) whether in cash or otherwise to those Shareholders selling Shares under a Share Sale net of any transaction costs;

Proposed Exit		shall have the meaning given to the term in Article 6.2;

Proposed Purchaser		a proposed purchaser who at the relevant time has made an offer on arm’s length terms;

Proposed Seller		any person proposing to transfer any shares in the capital of the Company;

Qualified IPO		the admission of all the Shares to the Nasdaq, the Official List of the United Kingdom Listing Authority, the AIM Market or any other recognised investment exchange at a per share public offering price of not less than three times the B Ordinary Issue Price (as at the date of Adoption) for a total offering size of not less than £50 million;

Qualifying Company		shall have the meaning given to the term in Article 13.6;

Qualifying Issue		shall have the meaning given to the term in Article 8.7;

Restrictive Covenants		obligations in respect of confidentiality, intellectual property, non-solicitation, non-dealing, non-poaching and/or non-competition;

Sale Shares		shall have the meaning given to the term in Article 14.2(a);

Sale or Sale Event		shall mean any of the following:

		(a) a Business Sale, unless deemed not to be a Sale Event by a Preferred Majority; or

		(b) a Share Sale,

		(each of the foregoing being referred to individually as a “Sale Event”);

Seller		shall have the meaning given to the term in Article 14.2;

Share Sale		means a sale or other transfer of the whole or any part of the issued share capital of the Company on arm’s length terms to any person (or any merger or scheme of arrangement resulting in any persons holding Shares) and resulting in that person together with all person (if any) acting in concert (within the meaning given in the City Code on Takeovers and Mergers) with such person together holding a Controlling Interest in the Company;

Shareholder		any holder of any Shares;

Shares		the Deferred Shares, Ordinary Shares, the A Ordinary Shares and B Ordinary Shares from time to time;

S.R. One		S.R. One, Limited of Corporation Service Company, 2595 Interstate Drive, Suite 103, Harrisburg, PA 17110, USA;

Subsidiary, Subsidiary Undertaking and Parent Undertaking		shall have the meanings given to the terms in the 2006 Act;

Super Preferred Majority		the Preferred Shareholders holding more than seventy seven percent (77%) of the number of Ordinary Shares held by Preferred Shareholders as at the Date of Adoption on an As Converted Basis;

Surplus Assets		the surplus assets of the Company remaining after the payment (or other satisfaction) of its liabilities;

SVLSA		SV Life Sciences Fund V Strategic Partners, L.P. and/or SV Life Sciences Fund V, L.P. of One Boston Place, Suite 3900, Boston, MA 02118 USA;

Trust Account		shall have the meaning given to the term in Article 5.9;

Transfer Notice		shall have the meaning given to the term in Article 14.2;

Transfer Price		shall have the meaning given to the term in Article 14.2(c);

Trustees		in relation to a Shareholder means the trustee or the trustees of a Family Trust; and

Vertex		Vertex Global Healthcare Fund I Pte. Ltd of 250 North Bridge Road, #05-01 Raffles City Tower, Singapore 179101.

3. SHARE CAPITAL

3.1 In these Articles, unless the context requires otherwise, references to shares of a particular class shall include shares created and/or issued on or after the Date of Adoption and ranking pari passu in all respects (or in all respects except only as to the date from which those shares rank for dividend) with the shares of the relevant class then in issue.

3.2 Except as otherwise provided in these Articles, the B Ordinary Shares, the A Ordinary Shares and the Ordinary Shares shall rank pari passu in all respects but shall constitute separate classes of shares.

3.3 The Deferred Shares shall have no rights whatsoever, save for the right to receive capital on a Liquidation or Sale Event.

4. DIVIDENDS

4.1 In respect of any Financial Year, its Available Profits will be applied as set out in this Article 4.

4.2 The Preferred Shares shall rank pari passu in all respects as to dividends with the Ordinary Shares. No dividend shall be declared or paid on the Ordinary Shares without a like dividend being declared or paid, as the case may be, on the Preferred Shares. No dividends shall be declared and paid on the Deferred Shares.

4.3 Every dividend shall be distributed to the appropriate shareholders pro rata according to the numbers of shares held by them respectively and shall accrue on a daily basis assuming a 365 day year. All dividends are expressed net and shall be paid in cash.

4.4 If the Company is unable to pay in full on the due date any dividend by reason of having insufficient Available Profits then it will on that date pay it to the extent that it is then lawfully able to do so.

4.5 The Company will procure that the profits of any other Group Company available for distribution will be paid by way of dividend to the Company (or, as the case may be, the relevant Group Company that is its immediate holding company or Parent Undertaking) if and to the extent that dividends are necessary to permit lawful and prompt payment by the Company of the shareholder dividends.

4.6 Subject to the 2006 Act, these Articles and Investor Director Consent, the Board may pay interim dividends if justified by the Available Profits in respect of the relevant period.

5. DISTRIBUTIONS FOLLOWING A LIQUIDATION OR SALE EVENT

5.1 On a Liquidation or Sale Event, the Surplus Assets (in the case of a Liquidation or a Business Sale) or the Proceeds of Sale (in the case of a Share Sale) shall be applied amongst, and distributed to, the Shareholders in the following order of priority (to the extent that the Company is lawfully permitted to do so):

(a) first in paying to each of the B Ordinary Shareholders, in priority to any other classes of Shares, an amount per B Ordinary Share held equal to the B Ordinary Issue Price plus accrued and unpaid dividends (provided that if there are insufficient Surplus Assets or Proceeds of Sale (as applicable) to pay the amounts required, the remaining Surplus Assets or Proceeds of Sale (as applicable) shall be distributed to the B Ordinary Shareholders pro rata to their respective holdings of B Ordinary Shares);

(b) second in paying to each of the A Ordinary Shareholders, in priority to the Deferred Shares and Ordinary Shares, an amount per A Ordinary Share held equal to the A Ordinary Issue Price plus accrued and unpaid dividends (provided that if there are insufficient Surplus Assets or Proceeds of Sale (as applicable) to pay the amounts required, the remaining Surplus Assets or Proceeds of Sale (as applicable) shall be distributed to the A Ordinary Shareholders pro rata to their respective holdings of A Ordinary Shares);

(c) third, in paying £1.00 for the entire class of Deferred Shares (which payment shall be deemed satisfied by payment to any one holder of Deferred Shares); and

(d) the balance of the Surplus Assets or the Proceeds of Sale (as applicable) (if any) shall be distributed among the holders of Equity Shares pro rata on an As Converted Basis (as if the Equity Shares constituted one and the same class) to the number of Equity Shares held.

5.2 As soon as practicable after the receipt of consideration payable to the Company in respect of:

(a) a Business Sale; or

(b) a Minor Sale following which the Board has determined that the relevant proceeds are to be distributed to Shareholders (“Minor Sale Proceeds”),

the Company shall distribute the Surplus Assets or the Minor Sale Proceeds, as applicable, to the Shareholders by means of a dividend or other distribution constituting a Liquidation in accordance with the order of priorities set out in Article 5.1. For the purposes of effecting such distribution, the Directors shall have authority to procure the liquidation of the Company or to distribute the Surplus Assets or the Minor Sale Proceeds to the Shareholders

by way of dividend or otherwise. The provisions of this Article shall prevail over all other provisions of these Articles.

5.3 The total amount payable to the B Ordinary Shareholders (pursuant to Article 5.1(a)), the A Ordinary Shareholders (pursuant to Article 5.1(b)) and the Deferred Shareholders (pursuant to Article 5.1(c)) shall be payable once, however such amounts may be satisfied in any number of payments.

5.4 On an IPO other than a Qualified IPO, the Company shall issue to each holder for the time being of Preferred Shares, such number (if any) of Ordinary Shares (the “Bonus Shares”) so that the proportion of the Shares held by that Preferred Shareholder (following the issue of such Ordinary Shares) as against the total issued share capital of the Company, equals the proportion of the proceeds that such Preferred Shareholder would have been entitled to receive on a Liquidation or Sale Event pursuant to Articles 5.1 and 5.2 (as applicable) (the “Proceeds”). For the purposes of this Article, the Proceeds shall be calculated by multiplying the total number of Ordinary Shares in issue immediately after the IPO (but excluding the Bonus Shares issued pursuant to this Article and any shares issued in return for new monies raised pursuant to such IPO) by the price per Ordinary Share issued by the Company pursuant to such IPO.

5.5 The Bonus Shares issued pursuant to Article 5.4 shall be paid up by the automatic capitalisation of any amount standing to the credit of the share premium account or any other available reserve of the Company as determined by the Directors, and such Bonus Shares shall be issued at their nominal value fully paid. Such capitalisation shall not require any action on the part of the Shareholders, and the Directors shall allot the Bonus Shares arising on such capitalisation to the Preferred Shareholders in accordance with this Article. To the extent that there is insufficient share capital to effect the said issue, the Directors shall procure (so far as they are able) that the Company’s share capital is increased to the extent necessary to permit the issue required and all Shareholders shall vote in favour of the necessary resolutions to effect such increase.

5.6 To the extent that there are insufficient distributable reserves to effect the issue of Bonus Shares as set out above, such issue of Bonus Shares shall be subscribed for by the Preferred Shareholders paid up to their nominal value.

5.7 If the Surplus Assets, the Proceeds of Sale or the Minor Sale Proceeds includes any non-cash consideration (the “Non-Cash Consideration”) then, for the purposes of Articles 5.1 and 5.2 such Non-Cash Consideration shall be deemed to have a cash value equal to such amount as the Auditors (acting as experts and not as arbitrators) may, at the cost of the Company, determine (in their opinion) represents a reasonable estimation of the market value of such Non-Cash Consideration as at the date of such Business Sale, Minor Sale or Share Sale (as the case may be), taking into account such matters, facts and circumstances as the Auditors (in their sole discretion) consider reasonable. In the absence of fraud or manifest error, such determination of the Auditors shall be final and binding on all Shareholders.

5.8 If the Surplus Assets or Proceeds of Sale or Minor Sale Proceeds includes any deferred and/or contingent consideration, including any consideration held in an escrow account for the purpose of satisfying claims by the buyer in connection with a Business Sale or a Share Sale or a Minor Sale, (the “Delayed Consideration”) (and after having determined the deemed value of such Delayed Consideration in accordance with Article 5.7 if such consideration is also Non-Cash Consideration) then for the purposes of Articles 5.1 and 5.2, the potential value of any Delayed Consideration shall be excluded for the purposes of calculating any initial distribution to be made in consequence of such Business Sale or Share Sale or Minor Sale (as the case may be) and only such of the Surplus Assets or Proceeds of Sale or Minor Sale Proceeds which are not Delayed Consideration (the “Initial Consideration”) shall then be distributed in accordance with Articles 5.1 and 5.2. Subsequent distributions pursuant to Articles 5.1 and 5.2 shall be made as Surplus Assets or

Proceeds of Sale or Minor Sale Proceeds become available and as at the time of each distribution of the Delayed Consideration the entitlement of each Shareholders in accordance with Articles 5.1 and 5.2 (including the amounts previously distributed plus the Delayed Consideration to be then distributed) (the “Entitlement Amount”) shall be recalculated and distributed so as to make good any shortfall between the Initial Consideration previously distributed and the Entitlement Amount of each Shareholder. Notwithstanding the foregoing provisions, no Shareholder shall be required to repay or otherwise relinquish any amount previously distributed to them (unless expressly agreed by such Shareholder) in the event that its Entitlement Amount as so calculated is less than the amount of any prior distribution of Surplus Assets or Proceeds of Sale actually made to it under Articles 5.1 and 5.2.

5.9 In the event of a Share Sale then, notwithstanding anything to the contrary in the terms and conditions governing such Share Sale or otherwise, the Company may (and shall, if required to do so by a Preferred Majority) establish a designated trust account in the name of such person as the Company (with the approval of a Preferred Majority) may determine to be a suitable person to act as trustee (the “Trust Account”). The Proceeds of Sale shall be paid into such Trust Account and thereafter distributed in accordance with the order of priority set out in Article 5.1 (subject to the further provisions of Articles 5.4 and 5.8) and each Shareholder shall be bound, and is hereby deemed, to direct that his entitlement shall be paid into the Trust Account.

6. SALE PROVISIONS

6.1 On a Sale Event, the Directors shall not register any transfer of Shares if the Proceeds of Sale are not distributed in accordance with Article 5 save in respect of any Shares not sold in connection with that Sale Event, provided that if the Proceeds of Sale are not settled in their entirety upon completion of the Sale Event:

(a) the Directors shall not be prohibited from registering the transfer of the relevant Shares so long as the Proceeds of Sale that are settled have been distributed in the order of priority set out in Article 5; and

(b) the Shareholders shall take any action required by a Preferred Majority to ensure that the Proceeds of Sale in their entirety are distributed in the order of priority set out in Article 5.

6.2 Upon the occurrence of a Sale Event approved by the Board and approved under these Articles or following the approval of a Super Preferred Majority (the “Proposed Exit”), all Shareholders shall consent to, vote for, raise no objections to and waive any applicable rights in connection with the Proposed Exit (“Actions”). The Shareholders shall be required to take all Actions with respect to the Proposed Exit as are required by the Board to facilitate the Proposed Exit. If any Shareholder fails to comply with the provisions of this Article, the Company shall be constituted the agent of each defaulting Shareholder for taking such actions as are necessary to effect the Proposed Exit and the Directors may authorise an officer or member to execute and deliver on behalf of such defaulting Shareholder the necessary documents and the Company may receive any purchase money due to the defaulting Shareholder on trust for each of the defaulting Shareholders.

7. VOTES IN GENERAL MEETING

7.1 The B Ordinary Shares shall confer on each B Ordinary Shareholder the right to receive notice of and to attend, speak and vote at all general meetings of the Company.

7.2 The A Ordinary Shares shall confer on each A Ordinary Shareholder the right to receive notice of and to attend, speak and vote at all general meetings of the Company.

7.3 The Ordinary Shares shall confer on each Ordinary Shareholder the right to receive notice of and to attend, speak and vote at all general meetings of the Company.

7.4 The Deferred Shares shall confer on each holder of Deferred Shares the right to receive notice of and to attend and speak at general meetings of the Company but shall confer no rights to vote at any such general meeting of the Company.

7.5 Where the Shares confer a right to vote, on a show of hands each Shareholder who (being an individual) is present in person or by proxy or (being a corporation) is present by a duly authorised representative or by proxy shall have one (1) vote and on a poll each such Shareholder so present shall have:

(a) one (1) vote for each Ordinary Share held by him; and

(b) one (1) vote per Ordinary Share such Preferred Shareholder would hold on an As Converted Basis.

7.6 The Preferred Shareholders will vote together with the Ordinary Shareholders and not as a separate class except as specifically provided herein or otherwise required by law.

8. CONVERSION OF PREFERRED SHARES

8.1 Each Preferred Shareholder shall be entitled, by notice in writing to the Company, to require conversion into Ordinary Shares of all of the Preferred Shares held by it at the Conversion Rate at any time and those Preferred Shares shall convert at the Conversion Rate into Ordinary Shares automatically on the date the Preferred Shareholder (the “Conversion Date”) gives such notice. The holder may in such notice, state that conversion of its Preferred Shares into Ordinary Shares is conditional upon the occurrence of particular events (the “Conditions”).

8.2 All of the Preferred Shares shall automatically convert at the Conversion Rate into Ordinary Shares immediately:

(a) prior to occurrence of a Qualified IPO; and

(b) at the election of a Super Preferred Majority.

8.3 In the case of:

(a) Article 8.1, at least five (5) Business Days after the Conversion Date;

(b) Article 8.2(a), at least five (5) Business Days prior to the occurrence of the Qualified IPO; and

each Preferred Shareholder shall deliver the certificate (or an indemnity in a form reasonably satisfactory to the Board in respect of any lost certificate(s)) in respect of the Preferred Shares being converted to the Company at its registered office at that time.

8.4 Where conversion is mandatory on the occurrence of a Qualified IPO, that conversion will be effective only immediately prior to such Qualified IPO (and Conversion Date shall be construed accordingly) and if such Qualified IPO does not become effective or does not take place, such conversion shall be deemed not to have occurred. In the event of a conversion under Article 8.1, if the Conditions have not been satisfied or waived by the relevant Shareholder by the Conversion Date such conversion shall be deemed not to have occurred.

8.5 On the Conversion Date, the relevant Preferred Shares shall without further authority than is contained in these Articles stand converted into Ordinary Shares or Deferred Shares (as the case may be) at the relevant Conversion Rate and the Ordinary Shares and/or Deferred

Shares resulting from that conversion shall in all other respects rank pari passu with the existing issued Ordinary Shares and Deferred Shares.

8.6 The Company shall on the Conversion Date enter the Preferred Shareholder into the register of members of the Company as the holder of the appropriate number of Ordinary Shares and/or Deferred Shares and, subject to the relevant holder delivering its certificate(s) (or indemnity) in respect of the Preferred Shares it held in accordance with this Article 8, the Company shall within ten (10) Business Days of the Conversion Date forward to such Preferred Shareholder by post to his address shown in the register of members, free of charge, a definitive certificate for the appropriate number of fully paid Ordinary Shares and Deferred Shares.

8.7 Notwithstanding any other provision of these Articles, if the Company issues any Additional Shares without consideration or for a consideration per share less than the Issue Price of any Preferred Share (a “Qualifying Issue”), then (save where a Preferred Share is automatically converted under Article 8.2) the Conversion Rate applicable to such Preferred Share immediately prior to such Qualifying Issue shall be adjusted such that the Conversion Rate in respect of a Preferred Share held by a Preferred Shareholder (“X”) shall be the product of the following formula:

X =	OSP x (ESC + NSC)

	(OSP x ESC) + (ASP x NSC)

and for the purpose of this Article:

OSP is the Issue Price divided by the Conversion Rate of such Preferred Share immediately before the Qualifying Issue.

ESC is the total number of shares in the Company’s equity share capital (as defined by the 2006 Act) that would be in issue on the date of conversion if all Shares the subject of all options, warrants, conversion rights (taking into account the then applicable Conversion Rate for the Preferred Shares) and all other rights of any person to acquire Shares granted by the Company prior to the Qualifying Issue had been exercised and the Shares the subject of such rights had been issued less the total number of shares issued on the Qualifying Issue.

ASP is the average subscription price per Additional Share issued on the Qualifying Issue calculated by dividing the aggregate of amounts paid or to be paid in respect of the Additional Shares issued pursuant to the Qualifying Issue by the total number of Additional Shares issued pursuant to the Qualifying Issue.

NSC is the total number of shares issued on the Qualifying Issue.

For the avoidance of doubt, the adjustment to the Conversion Rate for each Preferred Share set out in Article 8.7, shall be applied to each class of Preferred Shares issued at the same Issue Price separately.

8.8 For the purposes of Article 8.7, the consideration received by the Company for the issue of Additional Shares shall be computed as follows:

(a) insofar as it consists of cash, the aggregate of cash received by the Company excluding any amounts paid or payable for accrued interest or accrued dividends;

(b) insofar as it consists of property other than cash, the fair market value thereof at the time of such issue, as determined in good faith by the Board provided that if the holders of a majority of the relevant class of Preference Shares issued at the same Issue Price in whose favour the Conversion Rate is being adjusted pursuant to Article 8.7 disagree with such valuation the fair market value shall be determined by an umpire chosen by such holders of a majority of the relevant class of Preference Shares issued at the same Issue Price in whose favour the Conversion Rate is being adjusted pursuant to Article 8.7 and the Board and if they cannot agree on an umpire then on the application of any such Preferred Shareholder(s) by the President of the Institute of Chartered Accountants in England and Wales (and such umpire shall act as an expert and not as an arbitrator, his decision shall be final and binding save in the case of manifest error and his costs shall be met by the Company); and

(c) if Additional Shares are issued together with other Shares or securities or other assets of the Company for consideration which comprises both cash and property the proportion of such consideration so received shall be computed in accordance with Articles 8.8(a) and 8.8(b).

8.9 If the Company issues Additional Shares after the Date of Adoption and an A Ordinary Shareholder is entitled to participate in such new issue by virtue of its pre-emption rights (whether arising under these Articles or otherwise) and the A Ordinary Shareholder in question:

(a) subscribes for the full pro rata number of Additional Shares to which it is entitled to subscribe under such pre-emption rights (ignoring any rights which arise from the failure of another person to subscribe), the anti-dilution adjustment in Article 8.7 will adjust the Conversion Rate of all the A Ordinary Shares then held by that holder; or

(b) does not subscribe for the total pro rata number of Additional Shares to which it is entitled to subscribe under such pre-emption rights (ignoring any rights which arise from the failure of another person to subscribe) (the “Defaulting A Ordinary Share Investor”), the anti-dilution adjustment in Article 8.7 will adjust the Conversion Rate of a proportion of that holder’s A Ordinary Shares only. Such proportion will be calculated by the following formula:

Y = B/A

Where:

Y = the number of A Ordinary Shares in respect of which the adjusted anti-dilution Conversion Rate calculated in accordance with Article 8.7 shall apply.

B = the number of Additional Shares subscribed by the Defaulting A Ordinary Share Investor on the new issue.

A = the total number of Additional Shares to which the Defaulting A Ordinary Share Investor was entitled to subscribe in respect of his full pro rata entitlement on the new issue.

In this event, the Conversion Rate for all other A Ordinary Shares of that holder shall be the Conversion Rate applicable in respect of a Defaulting A Ordinary Share

Investor’s A Ordinary Shares prior to the Qualifying Issue subject always to adjustment to reflect any Capital Reorganisation from time to time.

(c) As a result of the operation of the above provisions of this Article 8, individual A Ordinary Shares held by a single holder may, at any time, carry different Conversion Rates. Accordingly, the anti-dilution adjustment in Article 8.7 shall be calculated separately for each A Ordinary Share (or parcel of A Ordinary Shares) having the same Conversion Rate immediately prior to the Qualifying Issue

8.10 In the event that a Capital Reorganisation takes place whilst any Preferred Shares remain unconverted, the Auditors (acting as experts and not as arbitrators) shall determine whether it is fair and reasonable to adjust the Conversion Rate in respect of all those Preferred Shares and, if so determined, the Conversion Rate shall be proportionately adjusted in such manner as is determined by the Auditors (acting as experts and not as arbitrators) to be fair and reasonable. The Auditor’s fees and expenses shall be paid by the Company.

9. VARIATION OF RIGHTS

Whenever the share capital of the Company is divided into different classes of shares, the special rights attached to any such class may only be varied or abrogated (either whilst the Company is a going concern or during or in contemplation of a winding-up) with the consent in writing of the holders of more than seventy five percent (75%) in nominal value of the issued shares of that class save that the rights (for the avoidance of doubt this will include class rights and any other rights) attaching to any class of Preferred Shares may only be varied or abrogated:

(a) with an Investor Director Consent where less than twenty five percent (25%) of the A Ordinary Shares (where the rights of the A Ordinary Shareholders are being varied or abrogated) or B Ordinary Shares (where the rights of the B Ordinary Shareholders are being varied or abrogated) issued on or around the Date of Adoption remain in issue as at the date of such variation or abrogation; or

(b) with the approval of A Ordinary Shareholders (where the rights of the A Ordinary Shareholders are being varied or abrogated) or B Ordinary Shareholders (where the rights of the B Ordinary Shareholders are being varied or abrogated), as applicable, holding more than seventy five percent (75%) of such number of Ordinary Shares considered to be held by such Shareholders of that class of Shares on an As Converted basis (by nominal value), where at least twenty five percent (25%) of the A Ordinary Shares (where the rights of the A Ordinary Shareholders are being varied or abrogated) or B Ordinary Shares (where the rights of the B Ordinary Shareholders are being varied or abrogated) issued on or around the Date of Adoption remain in issue as at the date of such variation or abrogation.

10. ALLOTMENT OF NEW SHARES OR OTHER SECURITIES: PRE-EMPTION

10.1 Subject to the remaining provisions of this Article 10, the Directors are generally and unconditionally authorised for the purpose of section 551 of the 2006 Act to exercise any power of the Company to:

(a) offer, allot or grant rights to subscribe for, or

(b) convert securities into, or

any Shares or any other relevant securities in the Company to any persons, at any times and subject to any terms and conditions as the Directors think proper, provided that:

(a) this authority shall be limited to a maximum nominal amount of £43,904.86;

(b) this authority shall only apply insofar as the Company in general meeting has not waived or revoked it;

(c) this authority may only be exercised for a period of five (5) years commencing upon the Date of Adoption, save that the Directors may make an offer or agreement which would or might require relevant securities to be allotted after the expiry of such authority (and the Directors may allot relevant securities in pursuance of an offer or agreement as if such authority had not expired).

10.2 In accordance with section 567(1) of the 2006 Act, sections 561(1) and 562(1) to (5) (inclusive) of the 2006 Act do not apply to an allotment of equity securities made by the Company.

10.3 Unless otherwise agreed by a Preferred Majority and subject to Article 10.7 below, if the Company proposes to allot any New Securities those New Securities shall not be allotted to any person unless the Company has in the first instance offered them to all the Preferred Shareholders, on the same terms and at the same price as those New Securities are being offered to other persons on a pari passu and pro rata basis to the number of Ordinary Shares held by the Preferred Shareholders on an As Converted Basis (as nearly as may be without involving fractions). Any Preferred Shareholder may elect for a Member of the Same Fund Group or a Member of the Same Group to take up such offer on such Preferred Shareholder’s behalf and subscribe for the relevant Preferred Shareholder’s pro rata proportion in accordance with this Article.

10.4 The offer:

(a) shall be in writing, give details of the number and subscription price of the New Securities; and

(b) shall stipulate that any Preferred Shareholder (or a Member of the Same Fund Group or a Member of the Same Group (as appropriate)) who wishes to subscribe for a number of New Securities in excess of the proportion to which each is entitled shall in their acceptance state the number of excess New Securities (the “Excess Securities”) for which they wish to subscribe.

10.5 Any New Securities not accepted by the Preferred Shareholders pursuant to the offer made to them in accordance with Article 10.3 shall be used for satisfying any requests for Excess Securities made pursuant to Article 10.3 and in the event that there are insufficient Excess Securities to satisfy such requests, the Excess Securities shall be allotted to the applicants on a pro rata basis to the number of Shares held by the applicants immediately prior to the offer made to Preferred Shareholders in accordance with Article 10.3 (as nearly as may be without involving fractions or increasing the number allotted to any Shareholder beyond that applied for by him) and after that allotment, any Excess Securities remaining shall be offered, subject to Article 10.8, to any other person as the Directors may determine at the same price and on the same terms as the offer to the Preferred Shareholders.

10.6 Subject to Articles 10.3, 10.4 and 10.5 and to the provisions of section 551 of the 2006 Act, any New Securities shall be at the disposal of the Board who may allot, grant options over or otherwise dispose of them to any persons at those times and generally on the terms and conditions they think proper, provided that the allotment to that person must be approved in writing by a Preferred Majority.

10.7 The provisions of Articles 10.3, 10.4 and 10.5 shall not apply to:

(a) Ordinary Shares issued to Employees that have been approved by the Board or options to subscribe for Ordinary Shares under any Employee Share Plan;

(b) New Securities issued or granted in order for the Company to comply with its obligations under these Articles;

(c) New Securities issued in consideration of the acquisition by the Company of any company or business which has been approved in writing by a Preferred Majority;

(d) New Securities which a Preferred Majority has agreed in writing should be issued without complying with the procedure set out in this Article 10;

(e) New Securities issued as a result of a bonus issue of shares which has been approved in writing by a Preferred Majority;

(f) Shares, warrants for Shares or options for Shares issued or granted in accordance with the terms of any agreement among the Company and Shareholders holding more than fifty percent (50%) of the Preferred Shares (by nominal value) as at the Date of Adoption; and

(g) New Securities issued in connection with a strategic transaction approved by a Preferred Majority.

10.8 No Shares shall be allotted to any Employee, Director, prospective employee or director unless such person has entered into a joint section 431 ITEPA election with the Company.

10.9 In the event that a Preferred Majority consents to Shares being issued other than in accordance with Article 10.3 above, then such consent shall only be given in respect of Shares issued to persons who are not Investors (or any Member of the Same Fund Group or a Member of the Same Group) or Permitted Transferees. Should the Company offer any Investor (or any Member of the Same Fund Group or a Member of the Same Group) or Permitted Transferee the right to subscribe for any such Shares, then such offer must be extended to all the Investors and Permitted Transferees in accordance with this Article 10 in respect of those Shares offered to such Investor (or any Member of the Same Fund Group or a Member of the Same Group) or Permitted Transferee.

11. LIEN

The Company shall have a first and paramount lien on every Share not fully paid for all and any indebtedness of any holder of it to the Company (whether a sole holder or one of two or more joint holders), whether or not that indebtedness or liability is in respect of the Shares concerned and whether or not it is presently payable.

12. TRANSFERS OF SHARES — GENERAL

12.1 In Articles 12 to 17 inclusive, reference to the transfer of a Share includes the transfer or assignment of a beneficial or other interest in that Share or the creation of a trust or encumbrance over that Share and reference to a Share includes a beneficial or other interest in a Share.

12.2 No Share may be transferred unless the transfer is made in accordance with these Articles.

12.3 If a Shareholder transfers or purports to transfer a Share otherwise than in accordance with these Articles he will be deemed immediately to have served a Transfer Notice in respect of all Shares held by him.

12.4 Any transfer of a Share by way of sale which is required to be made under Articles 14 to 17 (inclusive) will be deemed to include a warranty that the transferor sells with full title guarantee.

12.5 Unless express provision is made in these Articles to the contrary, and until a Sale or an IPO, no Ordinary Shares shall be transferred without the consent of a Preferred Majority.

12.6 In addition to the provisions of Regulation 24 of Table A, the Directors may refuse to register a transfer if:

(a) it is a transfer of a share to a bankrupt, a minor or a person of unsound mind;

(b) the transfer is to an Employee, Director or prospective employee or director and such person has not entered in a joint section 431 ITEPA election with the Company,

and Regulation 24 of Table A shall be modified accordingly.

12.7 The Directors may, as a condition to the registration of any transfer of shares in the Company (whether pursuant to a Permitted Transfer or otherwise), require the transferee to execute and deliver to the Company a deed agreeing to be bound by the terms of any shareholders’ agreement or similar document in force between some or all of the shareholders and the Company in any form as the Directors may reasonably require (but not so as to oblige the transferee to have any obligations or liabilities greater than those of the proposed transferor under any such agreement or other document) and if any condition is imposed in accordance with this Article the transfer may not be registered unless that deed has been executed and delivered to the Company’s registered office by the transferee.

12.8 To enable the Directors to determine whether or not there has been any disposal of shares in the capital of the Company (or any interest in shares in the capital of the Company) in breach of these Articles the Directors may, with Investor Director Consent, require any holder or the legal personal representatives of any deceased holder or any person named as transferee in any transfer lodged for registration or any other person who the Directors or the Investor Directors may reasonably believe to have information relevant to that purpose, to furnish to the Company that information and evidence the Directors may request regarding any matter which they deem relevant to that purpose, including (but not limited to) the names, addresses and interests of all persons respectively having interests in the shares in the capital of the Company from time to time registered in the holder’s name. If the information or evidence is not provided to enable the Directors to determine to their reasonable satisfaction that no breach has occurred, or where as a result of the information and evidence the Directors are reasonably satisfied that a breach has occurred, the Directors shall immediately notify the holder of such shares in the capital of the Company in writing of that fact and the following shall occur:

(a) the relevant shares shall cease to confer upon the holder of them (or any proxy) any rights:

(i) to vote whether on a show of hands or on a poll and whether exercisable at a general meeting of the Company or at any separate meeting of the class in question or by written resolution, provided that such rights shall not cease if as a result of such cessation the Company shall become a Subsidiary of a Preferred Shareholder; or

(ii) to receive dividends or other distributions (other than the amount they may be entitled to pursuant to the application of Article 4.2) otherwise attaching to those shares or to any further shares issued in respect of those shares,

the rights referred to in (a) above may be reinstated by the Board subject to Investor Director Consent.

12.9 In any case where the Board may require a Transfer Notice to be given in respect of any Shares, if a Transfer Notice is not duly given within a period of ten (10) Business Days of demand being made, a Transfer Notice shall be deemed to have been given at the

expiration of that period. If a Transfer Notice is required to be given or is deemed to have been given under these Articles, the Transfer Notice will be treated as having specified that:

(a) the Transfer Price for the Sale Shares will be the proposed price agreed between the Seller and the proposed bona fide buyer;

(b) it does not include a Minimum Transfer Condition (as defined in Article 14.2(d)); and

13. PERMITTED TRANSFERS

13.1 Subject to Article 12.5, a Shareholder (the “Original Shareholder”) may transfer all or any of his or its Shares to a Permitted Transferee without restriction as to price or otherwise.

13.2 Where under the provision of a deceased Shareholder’s will or laws as to intestacy, the persons legally or beneficially entitled to any Shares, whether immediately or contingently, are Permitted Transferees of the deceased Shareholder, the legal representative of the deceased Shareholder may transfer any Share to those Permitted Transferees, in each case without restriction as to price or otherwise. Shares previously transferred as permitted by this Article 13.2 may be transferred by the transferee to any other Permitted Transferee of the Original Shareholder without restriction as to price or otherwise.

13.3 If a Permitted Transferee who was a Member of the Same Group as the Original Shareholder ceases to be a Member of the Same Group as the Original Shareholder, the Permitted Transferee must not later than five (5) Business Days after the date on which the Permitted Transferee so ceases, transfer the Shares held by it to the Original Shareholder or a Member of the Same Group as the Original Shareholder (which in either case is not in liquidation) without restriction as to price or otherwise failing which it will be deemed to have given a Transfer Notice in respect of those Shares.

13.4 If a Permitted Transferee who was a Member of the Same Fund Group as the Original Shareholder ceases to be a Member of the Same Fund Group as the Original Shareholder, the Permitted Transferee must not later than five (5) Business Days after the date on which the Permitted Transferee so ceases, transfer the Shares held by it to the Original Shareholder or a Member of the Same Fund Group as the Original Shareholder (which in either case is not in liquidation) without restriction as to price or otherwise failing which it will be deemed to give a Transfer Notice in respect of such Shares.

13.5 A transfer of any Shares approved by a Preferred Majority may be made without restriction as to price or otherwise and each such transfer shall be registered by the Directors. In the event that a Preferred Majority has approved Shares being transferred without restriction, then such approval shall only be given in respect of Shares transferred to persons who are not Investors (or any Member of the Same Fund Group or a Member of the Same Group) or Permitted Transferees. Should the Seller offer any Investor (or any Member of the Same Fund Group or a Member of the Same Group) or Permitted Transferee the right to acquire any Shares, then such offer must be extended to all the Investors in accordance with this article in respect of those Shares being offered to any Investor (or any Member of the Same Fund Group or a Member of the Same Group) or Permitted Transferee.

13.6 Trustees may (i) transfer Shares to a company in which they hold the whole of the share capital and which they control (a “Qualifying Company”) or (ii) transfer Shares to the Original Shareholder or to another Permitted Transferee of the Original Shareholder or (iii) transfer Shares to the new or remaining trustees upon a change of Trustees without restrictions as to price or otherwise.

13.7 No transfer of Shares may be made to Trustees unless the Board is satisfied:

(a) with the terms of the trust instrument and in particular with the powers of the trustees;

(b) with the identity of the proposed trustees;

(c) the proposed transfer will not result in fifty percent (50%) or more of the aggregate of the Company’s equity share capital being held by trustees of that and any other trusts; and

(d) that no costs incurred in connection with the setting up or administration of the Family Trust in question are to be paid by the Company.

13.8 If a company to which a Share has been transferred under Article 13.6, ceases to be a Qualifying Company it must within five (5) Business Days of so ceasing, transfer the Shares held by it to the Trustees or to a Qualifying Company (any may do so without restriction as to price or otherwise) failing which it will be deemed to have given a Transfer Notice in respect of such Shares.

13.9 If a Permitted Transferee who is a spouse or Civil Partner of the Original Shareholder ceases to be a spouse or Civil Partner of the Original Shareholder whether by reason of divorce or otherwise he must, within fifteen (15) Business Days of so ceasing either:

(a) execute and deliver to the Company a transfer of the Shares held by him to the Original Shareholder (or, to any Permitted Transferee of the Original Shareholder) for such consideration as may be agreed between them; or

(b) give a Transfer Notice to the Company in accordance with Article 14.2; failing which he shall be deemed to have given a Transfer Notice.

13.10 On the death (subject to Article 13.2), bankruptcy, liquidation, administrator or administrative receivership of a Permitted Transferee (other than a joint holder) his personal representatives or trustee in bankruptcy, or its liquidator, administrator or administrative receiver must with in five (5) Business Days after the date of the grant of probate, the making of the bankruptcy order or the appointment of the liquidator, administrator or the administrative receiver execute and deliver to the Company a transfer of the Shares held by the Permitted Transferee without restriction as to price or otherwise. The transfer shall be to the Original Shareholder if still living (and not bankrupt or in liquidation) or, if so directed by the Original Shareholder, to any Permitted Transferee of the Original Shareholder. If the transfer is not executed and delivered within five (5) Business Days of such period or if the Original Shareholder has died or is bankrupt or is in liquidation, the personal representative or trustee in bankruptcy or liquidator will be deemed to have given a Transfer Notice.

14. TRANSFERS OF SHARES SUBJECT TO PRE-EMPTION RIGHTS

14.1 Save where the provisions of Articles 13, 15.7 and 17 apply, any transfer of Shares by a Shareholder shall be subject to the pre-emption rights contained in this Article 14.

14.2 Subject always to Article 14.9(f), a Shareholder who wishes to transfer Shares (a “Seller”) shall, except as otherwise provided in these Articles, before transferring or agreeing to transfer any Shares give notice in writing (a “Transfer Notice”) to the Company specifying:

(a) the number of Shares which he wishes to transfer (the “Sale Shares”);

(b) if he wishes to sell the Sale Shares to a third party, the name of the proposed transferee;

(c) the price (in cash) at which he wishes to transfer the Sale Shares (which will be deemed to be fair value of the Sale Shares if no cash price is agreed between the Seller and the Board (including the Investor Directors) (the “Transfer Price”); and

(d) whether the Transfer Notice is conditional on all or a specific number of the Sale Shares being sold to Shareholders (a “Minimum Transfer Condition”).

14.3 Except with the Investor Director Consent, no Transfer Notice once given or deemed to have been given under these Articles may be withdrawn.

14.4 A Transfer Notice constitutes the Company the agent of the Seller for the sale of the Sale Shares at the Transfer Price.

14.5 As soon as practicable following the receipt of a Transfer Notice the Board shall offer the Sale Shares for sale to the Shareholders in the manner set out in Articles 14.6 to 14.8. Each offer must be in writing and give details of the number and Transfer Price of the Sale Shares offered.

14.6 Priority for offer of Sale Shares

The Company shall offer the Sale Shares in the following priority:

(a) first, to the Preferred Shareholders (pro rata to the number of Ordinary Shares each Preferred Shareholder holds as a proportion of all Preferred Shareholders on an As Converted Basis); and

(b) second, to the Ordinary Shareholders;

in each case on the basis as set out in Article 14.7.

14.7 Transfers: First Offer

(a) In accordance with the priority rights contained in Article 14.6, the Board shall offer the Sale Shares to all the Preferred Shareholders (other than the Seller) inviting them to apply in writing for the maximum number of Sale Shares they wish to buy.

(b) The Preferred Shareholders shall be invited to apply in writing within the period from the date of the offer to the date fifteen (15) Business Days after the offer (inclusive) (the “First Offer Period”).

(c) If, at the end of the First Offer Period, the number of Sale Shares applied for is more than the total number of Sale Shares, the Board shall allocate the remaining Sale Shares to each Preferred Shareholder in the proportion (fractional entitlements being rounded to the nearest whole number) which his existing holding of Preferred Shares bears to the total number of Ordinary Shares held by Preferred Shareholders on an As Converted Basis held by those Preferred Shareholders who have applied during the First Offer Period for Sale Shares but no allocation shall be made to a Preferred Shareholder of more than the maximum number of Sale Shares which he has stated he is willing to buy.

(d) If, at the end of the First Offer Period, the number of Sale Shares applied for is less than the total number of Sale Shares, the Board shall offer the balance to the Ordinary Shareholders (other than the Seller), in accordance with the priority rights in Article 14.6, who shall be invited to apply in writing within the period from the date of that offer to the date fifteen (15) Business Days after that offer (inclusive) (the “Second Offer Period”).

(e) If, at the end of the Second Offer Period, the number of Sale Shares applied for is more than the balance of Sale Shares following the First Offer Period (the “Second Offer Sale Shares”), the Board shall allocate the Second Offer Sale Shares to each Ordinary Shareholder in the proportion (fractional entitlements being rounded to the nearest whole number) which his existing holding of Ordinary Shares bears to the total number of Ordinary Shares held by those Ordinary Shareholders who have applied during the Second Offer Period for Second Offer Sale Shares but no allocation shall be made to an Ordinary Shareholder of more than the maximum number of Second Offer Sale Shares which he has stated he is willing to buy.

(f) If, at the end of the Second Offer Period, the total number of Sale Shares applied for by both the Preferred Shareholders and the Ordinary Shareholders (other than the Seller) (the “Continuing Shareholders”) is less than the number of Sale Shares, the Board shall allocate the Sale Shares to such Shareholders in accordance with their respective applications and the overall balance (the “Initial Surplus Shares”) will be dealt with in accordance with Article 14.8.

(g) If the Sale Shares are subject to a Minimum Transfer Condition then any allocation made under this Article and Article 14.8 will be conditional on the fulfilment of the Minimum Transfer Condition.

14.8 Transfers: Second Offer

(a) At the end of the Second Offer Period, the Board shall offer the Initial Surplus Shares to all the Continuing Shareholders inviting them to apply in writing within the period from the date of the offer to the date fifteen (15) Business Days after the date of the offer (inclusive) (the “Third Offer Period”) for the maximum number of the Initial Surplus Shares they wish to buy.

(b) If, at the end of the Third Offer Period, the number of Initial Surplus Shares applied for exceeds the number of Initial Surplus Shares, the Board shall allocate the remaining Initial Surplus Shares to each Continuing Shareholder in the proportion (fractional entitlements being rounded to the nearest whole number) which his existing holding of Ordinary Shares bears to the total number of Ordinary Shares (assuming that the Preferred Shareholders which constitute Continuing Shareholders hold Ordinary Shares on an As Converted Basis) held by those Continuing Shareholders who have applied during the Third Offer Period for Initial Surplus Shares but no allocation shall be made to a Shareholder of more than the maximum number of Initial Surplus Shares which he has stated he is willing to buy.

(c) If, at the end of the Third Offer Period, the number of Initial Surplus Shares applied for is less than the number of Initial Surplus Shares, the Board shall allocate the Initial Surplus Shares to the Continuing Shareholders in accordance with their applications and the balance (the “Second Surplus Shares”) will be offered to any other person in accordance with 14.9(e).

14.9 Completion of transfer of Sale Shares

(a) If the Transfer Notice includes a Minimum Transfer Condition and the total number of Shares applied for is less than the number of Sale Shares the Board shall notify the Seller and all those to whom Sale Shares have been conditionally allocated under Articles 14.7 and 14.8 stating the Minimum Transfer Condition has not been met and that the relevant Transfer Notice has lapsed with immediate effect.

(b) If:

(i) the Transfer Notice does not include a Minimum Transfer Condition; or

(ii) allocations have been made in respect of all the Sale Shares,

the Board shall, when no further offers are required to be made under Articles 14.7 and 14.8, give written notice of allocation (an “Allocation Notice”) to the Seller and each party to whom Sale Shares have been allocated (an “Applicant”) specifying the number of Sale Shares allocated to each Applicant and the place and time (being not less than ten (10) Business Days nor more than twenty (20) Business Days after the date of the Allocation Notice) for completion of the transfer of the Sale Shares.

(c) Upon service of an Allocation Notice, the Seller must, against payment of the Transfer Price, transfer the Sale Shares in accordance with the requirements specified in it.

(d) If the Seller fails to comply with the provisions of Article 14.9(c):

(i) the Chairman of the company or, failing him, one of the directors, or some other person nominated by a resolution of the Board, may on behalf of the Seller:

(A) complete, execute and deliver in his name all documents necessary to give effect to the transfer of the relevant Sale Shares to the Applicants;

(B) receive the Transfer Price and give a good discharge for it; and

(C) (subject to the transfer being duly stamped) enter the Applicants in the register of Shareholders as the holders of the Ordinary Shares purchased by them; and

(ii) the Company shall pay the Transfer Price into a separate bank account in the Company’s name on trust (but without interest) for the Seller until he has delivered to the Company his certificate or certificates for the relevant Shares (or an indemnity, in a form reasonably satisfactory to the Board, in respect of any lost certificate).

(e) If an Allocation Notice does not relate to all the Sale Shares then, subject to Article 14.9(f), the Seller may, within eight (8) weeks after service of the Allocation Notice, transfer the Second Surplus Shares to any person at a price at least equal to the Transfer Price provided that the sale of the Second Surplus Shares shall continue to be subject to any Minimum Transfer Condition.

(f) The right of the Seller to transfer Shares under this Article 14 does not apply if the Board is of the opinion on reasonable grounds that:

(i) the transferee is a person (or a nominee for a person) whom the Directors (with Investor Director Consent) determines in their absolute discretion is a competitor with (or an Associate of a competitor with) the business of the Company or with a Subsidiary Undertaking of the Company;

(ii) the sale of the Sale Shares is not bona fide or the price is subject to a deduction, rebate or allowance to the transferee; or

(iii) the Seller has failed or refused to provide promptly information available to it or him and reasonably requested by the Board for the purpose of enabling it to form the opinion mentioned above.

15. COMPULSORY TRANSFERS AND DEFERRED SHARES

15.1 A person entitled to a Share in consequence of the bankruptcy of a Shareholder shall be deemed to have given a Transfer Notice in respect of that Share at a time determined by the Directors.

15.2 If a Share remains registered in the name of a deceased Shareholder for longer than one (1) year after the date of his death the Directors may require the legal personal representatives of that deceased Shareholder either:

(a) to effect a Permitted Transfer of such Shares (including for this purpose an election to be registered in respect of the Permitted Transfer); or

(b) to show to the satisfaction of the Directors that a Permitted Transfer will be effected before or promptly upon the completion of the administration of the estate of the deceased Shareholder,

if either requirement in this Article shall not be fulfilled to the satisfaction of the Directors a Transfer Notice shall be deemed to have been given in respect of each such Share save to the extent that, the Directors may otherwise determine.

15.3 If a Shareholder which is a company or a Permitted Transferee of that Shareholder, either suffers or resolves for the appointment of a liquidator, administrator or administrative receiver over it or any material part of its assets, the relevant Shareholder or Permitted Transferee shall be deemed to have given a Transfer Notice in respect of all the shares held by the relevant Shareholder and/or such Permitted Transferee save to the extent that, and at a time, the Directors may determine.

15.4 If there is a change in control (as control is defined in section 1124 of the Corporation Tax Act 2010) of any Shareholder which is a company, it shall be bound at any time, if and when required in writing by the Directors to do so, to give (or procure the giving in the case of a nominee) a Transfer Notice in respect of all the Shares registered in its and their names and their respective nominees’ names save that, in the case of the Permitted Transferee, it shall first be permitted to transfer those Shares back to the original Shareholder from whom it received its Shares or to any other Permitted Transferee before being required to serve a Transfer Notice. This Article shall not apply to a member that is a Preferred Shareholder or to MRC.

Employees

15.5 If any Employee ceases to be an Employee, the Leaver’s Percentage of Employee Shares held by such Employee shall immediately convert into Deferred Shares (rounded down to the nearest whole share). If a Former Employee becomes a Bad Leaver, 100% of the Employee Shares held by such Former Employee shall immediately convert into Deferred Shares.

15.6 All voting rights attached to any Employee Shares held by a leaving Employee (the “Restricted Member”), if any, shall at the time he ceases to be an Employee be suspended unless the Board (with Investor Director Consent) notify him otherwise.

15.7 Any Employee Shares whose voting rights are suspended pursuant to Article 15.6 (the “Restricted Shares”) shall confer on the holders of Restricted Shares the right to receive a notice of and attend all general meetings of the Company but shall have no right to vote either in person or by proxy. Voting rights suspended pursuant to Article 15.6 shall be automatically restored immediately prior to an IPO. If a Restricted Member transfers any Restricted Shares in the Company in accordance with these Articles all voting rights attached to the Restricted Shares so transferred shall upon completion of the transfer (as evidenced by the transferee’s name being entered in the Company’s register of shareholders) automatically be restored.

16. TAG ALONG

16.1 In the case of any transfer or series of transfers by a Shareholder (the “Selling Shareholder”) (not being either a Permitted Transfer or a transfer pursuant to a Transfer Notice required or deemed to be given other than pursuant to Article 15 or 17) of Shares (the “Sale Shares”) pursuant to an offer which would result in the proposed purchaser(s) holding between ten percent (10%) and fifty percent (50%) of the Equity Share capital on an As Converted Basis, any Preferred Shareholder may require that such Selling Shareholder will not sell any such Shares unless the proposed purchaser(s) of such Shares:

(a) shall have offered to purchase from the Preferred Shareholders at the price offered by the proposed purchaser(s) (the “Prescribed Price”) (in the case of Shares of the same class as the Sale Shares) and such price as shall be determined in accordance with Article 14 in the case of Shares of a different class to the Sale Shares) such proportion of each class of Equity Shares held by the Preferred Shares as is equal to the proportion which the Sale Shares bears to the Selling Shareholders’ total shareholding (including the Shares to be sold and calculated on an As Converted Basis); and

(b) shall, in respect of any Shareholder that wishes to take up the offer referred to in Article 16.1(a) above, acquire from such Shareholder in question at the relevant price simultaneously with the acquisition from the Selling Shareholder of the Sale Shares to be sold.

16.2 In the case of any transfer or series of transfers which would result in the proposed purchaser(s) holding more than fifty percent (50%) of the issued Equity Shares of the Company pursuant to an offer, the Selling Shareholder will not sell any such Sale Shares under this Article unless the proposed purchaser(s) of such Shares:

(a) shall have offered to purchase from all the other Shareholders (at the Prescribed Price in the case of Shares of the same class as the Sale Shares, and such price as shall be determined in accordance with Article 14 in the case of Shares of a different class to the Sale Shares) all of the Shares held by each such Shareholder; and

(b) shall, in respect of any Shareholder which wishes to take up the offer referred to in Article 16.2(a) above, acquire from such holder the Shares in question at the relevant price simultaneously with the acquisition from the Selling Shareholder of the Sale Shares to be sold.

17. DRAG-ALONG

17.1 Notwithstanding the provisions of Articles 15.6 - 15.7 and 16, if a Super Preferred Majority wishes to transfer all or more than fifty percent (50%) of their interest in Shares (the “Sellers’ Shares”) to a third party Proposed Purchaser pursuant to a Bona Fide Offer the Selling Shareholders shall have the option (the “Drag Along Option”) to require all the other holders of Shares (the “Called Shareholders”) to sell and transfer all their Shares to

the Proposed Purchaser or as the Proposed Purchaser shall direct in accordance with the provisions of this Article.

17.2 Selling Shareholder(s) may exercise the Drag Along Option by giving a written notice to that effect (a “Drag Along Notice”) to the Called Shareholders at any time before the transfer of the Sellers’ Shares to the Proposed Purchaser. A Drag Along Notice shall specify that the Called Shareholders are required to transfer all their Shares (the “Called Shares”) under this Article, the person to whom they are to be transferred, the consideration for which the Called Shares are to be transferred (calculated in accordance with this Article) and the proposed date of transfer.

17.3 Drag Along Notices shall be irrevocable but will lapse if for any reason there is not a sale of the Sellers’ Shares by the Selling Shareholder(s) to the Proposed Purchaser within forty (40) Business Days after the date of service of the Drag Along Notice. The Selling Shareholder(s) shall be entitled to serve further Drag Along Notices following the lapse of any particular Drag Along Notice.

17.4 The consideration (in cash or otherwise) for which the Called Shareholders shall be obliged to sell each of the Called Shares shall be that to which they would be entitled if the total consideration proposed to be paid by the Proposed Purchaser were distributed to the holders of the Called Shares and the Sellers’ Shares in accordance with Article 5.

17.5 No Drag Along Notice may require a Called Shareholder to agree to any terms except: (a) that such Called Shareholder has the authority to transfer the Called Shares, is the legal and beneficial owner of the Called Shares and has good and valid title to the Called Shares, free and clear of any and all encumbrances; (b) that the transfer of the Called Shares does not violate any agreement to which such Called Shareholder is a party or by which it is bound; and (c) to the extent securities are offered, in whole or in part, as consideration in the Bona Fide Offer, such customary representations as may be required under any applicable laws or by any applicable regulatory authority.

17.6 Within five (5) Business Days of the Proposed Purchaser serving a Drag Along Notice on the Called Shareholders, the Called Shareholders shall deliver stock transfer forms for their shares in favour of the Proposed Purchaser or as the Proposed Purchaser shall direct, together with the relevant share certificate(s) (or a suitable indemnity in lieu thereof) to the Company. On the expiration of that five (5) Business Day period the Company shall pay the Called Shareholders, on behalf of the Proposed Purchaser, the amounts they are due pursuant to Article 17.4 to the extent the Proposed Purchaser has put the Company in the requisite funds. The Company’s receipt for the price shall be a good discharge to the Purchaser. The Company shall hold the amounts due to the Called Shareholders pursuant to Article 17.4 in trust for the Called Shareholders without any obligation to pay interest.

17.7 To the extent that the Proposed Purchaser has not, on the expiration of such five (5) Business Day period, put the Company in funds to pay the price due pursuant to Article 17.6, the Called Shareholders shall be entitled to the return of the stock transfer forms and share certificate (or suitable indemnity) for the relevant shares and the Called Shareholders shall have no further rights or obligations under this Article 17 in respect of their shares.

17.8 If a Called Shareholder fails to deliver stock transfer forms and share certificates (or suitable indemnity) for its shares to the Company upon the expiration of that five (5) Business Day period, the Directors shall, if requested by the Proposed Purchaser, authorise any Director to transfer the Called Shareholders shares on the Called Shareholder’s behalf to the Proposed Purchaser (or its nominee(s)) to the extent the Proposed Purchaser has, at the expiration of that five (5) Business Day period, put the Company in funds to pay the price for the Called Shareholder’s shares offered to him. The Board shall then authorise registration of the transfer once appropriate stamp duty has been paid. The defaulting Called Shareholder shall

surrender his share certificate for his shares (or provide a suitable indemnity) to the Company. On surrender, he shall be entitled to the amount due to him under Article 17.4.

17.9 Any transfer of shares to a Proposed Purchaser (or as they may direct) pursuant to a sale in respect of which a Drag Along Notice has been duly served shall not be subject to the provisions of Article 14.

17.10 On any person, following the issue of a Drag Along Notice, becoming a Shareholder of the Company pursuant to the exercise of a pre-existing option to acquire shares in the Company or pursuant to the conversion of any convertible security of the Company (a “New Shareholder”), a Drag Along Notice shall be deemed to have been served on the New Shareholder on the same terms as the previous Drag Along Notice who shall then be bound to sell and transfer all Shares so acquired to the Proposed Purchaser or as the Proposed Purchaser may direct and the provisions of this Article shall apply with the necessary changes to the New Shareholder except that completion of the sale of the Shares shall take place immediately on the Drag Along Notice being deemed served on the New Shareholder.

18. GENERAL MEETINGS

The Directors may call general meetings and, on the requisition of members pursuant to the provisions of the 2006 Act, shall forthwith proceed to convene a general meeting in accordance with the provisions of the 2006 Act.

19. PROXIES

The instrument appointing a proxy and any authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the Directors may:

(a) be deposited at the office or at any other place within the United Kingdom as may be specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting at any time before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote;

(b) be delivered at the meeting or adjourned meeting at which the person named in the instrument proposes to vote to the Chairman or to the Secretary or to any Director; or

(c) in the case of a poll, be delivered at the meeting at which the poll was demanded to the Chairman or to the Secretary or to any Director, or at the time and place at which the poll is held to the Chairman or to the Secretary or to any Director or scrutineer,

and an instrument of proxy which is not deposited or delivered in a manner so permitted shall be invalid.

20. DIRECTORS’ BORROWING POWERS

The Directors may exercise all the powers of the Company to borrow or raise money and to mortgage or charge its undertaking, property and uncalled capital and to issue debentures, debenture stock and other securities as security for any debt, liability of obligation of the Company or of any third party.

21. ALTERNATE DIRECTORS

Notwithstanding any provision of these Articles to the contrary, any person appointed as a Director by an Investor may appoint any person as he or she thinks fit to be his or her or its alternate director and the appointment of an alternate director shall not require approval by a

resolution of the Directors, and in its application to the Company Regulation 65 of Table A shall be modified accordingly.

22. NUMBER OF DIRECTORS

Unless and until the Company in general meeting shall otherwise determine the number of Directors shall not be less than three (3).

23. APPOINTMENT OF DIRECTORS

23.1 For so long as Atlas and/or its Permitted Transferees hold Equity Shares, they shall have the right to appoint and maintain in office such natural person as Atlas may from time to time nominate as a Director of the Company (and as a member of each and any committee of the Board) and to remove any Director so appointed and, upon his removal whether by Atlas or otherwise, to appoint another Director in his place.

23.2 For so long as Novartis and/or its Permitted Transferees hold Equity Shares, they shall have the right to appoint and maintain in office such natural person as Novartis may from time to time nominate as a Director of the Company (and as a member of each and any committee of the Board) and to remove any Director so appointed and, upon his removal whether by Novartis or otherwise, to appoint another Director in his place.

23.3 For so long as S.R. One and/or its Permitted Transferees hold Equity Shares, they shall have the right to appoint and maintain in office such natural person as S.R. One may from time to time nominate as a Director of the Company (and as a member of each and any committee of the Board) and to remove any Director so appointed and, upon his removal whether by S.R. One or otherwise, to appoint another Director in his place.

23.4 For so long as SVLSA and/or its Permitted Transferees hold Equity Shares, they shall have the right to appoint and maintain in office such natural person as SVLSA may from time to time nominate as a Director of the Company (and as a member of each and any committee of the Board) and to remove any Director so appointed and, upon his removal whether by SVLSA or otherwise, to appoint another Director in his place.

23.5 For so long as Vertex and/or its Permitted Transferees hold Equity Shares, they shall have the right to appoint and maintain in office such natural person as Vertex may from time to time nominate as a Director of the Company (and as a member of each and any committee of the Board) and to remove any Director so appointed and, upon his removal whether by Vertex or otherwise, to appoint another Director in his place.

23.6 For so long as CIC and/or its Permitted Transferees hold Equity Shares, they shall have the right to appoint and maintain in office such natural person as CIC may from time to time nominate as a Director of the Company (and as a member of each and any committee of the Board) and to remove any Director so appointed and, upon his removal whether CIC or otherwise, to appoint another Director in his place.

23.7 For so long as the Founders hold Equity Shares, they shall have the right to appoint and maintain in office such natural person as the Founders shall from time to time nominate as a Director of the Company (and as a member of each and any committee of the Board) and to remove any Director so appointed and, upon his removal whether by the Founders or otherwise, to appoint another Director in his place.

23.8 The Ordinary Shareholders shall have the right to appoint as a Director the then current Chief Executive Officer of the Company and (with the consent of a Preferred Majority) to remove him as a Director and, with the consent of the Preferred Majority, to appoint any replacement Chief Executive Officer as a Director in his place. Upon the resignation of removal of the Chief Executive Officer from his executive position at the Company, the Ordinary

Shareholders shall, if directed to do so by a Preferred Majority, remove the former Chief Executive Officer as a Director.

23.9 The Directors appointed pursuant to Articles 23.1-23.6 shall have the right to appoint and maintain in office one (1) Independent Director and to remove any Director so appointed and, upon his removal whether by the Directors or otherwise, to appoint another Independent Director in his place.

23.10 The B Ordinary Shareholders shall also be entitled to appoint one representative to attend as an observer at each and any meeting of the Board and of each and any committee of the Board. For so long as Longwood and/or its Permitted Transferees hold Equity Shares, it shall be entitled to appoint (and remove) by notice in writing to the Company a representative (the “Observer”) to attend as an observer at each and any meeting of the Board and of each and any committee of the Board and to remove any Observer so appointed, upon his removal whether by Longwood or otherwise, to appoint another Observer in his place.

23.11 In its application to the Company, Regulation 78 of Table A shall be modified by the deletion of the words “...and may also determine the rotation in which any additional Directors are to retire”.

23.12 In its application to the Company, Regulation 84 of Table A shall be modified by the deletion of the third and final sentences.

23.13 Notwithstanding any other provision of these Articles, on any resolution which is proposed in general meeting (either on a show of hands or on a poll) to remove a Director appointed in accordance with Article 23.1 to 23.10 from office or any resolution proposed in general meeting (either on a show of hands or on a poll) or as a written resolution to alter the Articles so as to result in the deletion or amendment of Articles 23.1 to 23.10, the votes cast by the members (or the duly appointed proxies or corporate representatives of the members) entitled to appoint and remove any Director(s) under that Article shall, if voting against that resolution, in aggregate carry a number of votes equal to 50.01% of the number of votes capable of being cast on that resolution.

24. DIRECTORS’ PERMITTED INTERESTS

24.1 Provided that he has declared the nature and extent of his interest in accordance with (and to the extent required by) the provisions of Article 24.5, and provided further that the Directors or the members have not (upon request) refused to give specific authorisation pursuant to Article 24 for a particular situation or matter or have otherwise resolved pursuant to Article 24.5 that a particular situation or matter shall no longer be authorised, a Director, notwithstanding his office, shall be authorised:

(a) to enter into, or otherwise be interested in, any transaction or arrangement with the Company or in which the Company is interested, either with regard to his tenure of any office or position in the management, administration or conduct of its business or as seller, buyer or otherwise;

(b) to hold any office or place of profit (except that of auditor) with, or to be employed by or a consultant to or otherwise interested (including by way of the holding of shares or securities convertible into shares) in, the Company, or in any holder of a majority of the voting rights attaching to the issued share capital of the Company or any Associate of any such holder;

(c) to act by himself or by any firm of which he is a partner, director, employee or member in a professional capacity (except as auditor) for the Company, or any holder of a majority of the voting rights attaching to the issued share capital of the Company or any Associate of any such holder and he or his firm shall be entitled to

remuneration for professional services as if he were not a Director of the Company; and

(d) to be a director of any other company in which the Company does not have an interest if that cannot reasonably be regarded as likely to give rise to a conflict of interest at the time of his appointment as a director of the Company or that other company (whichever is the later), and such authorisations shall extend to any direct or indirect interest that conflicts or possibly may conflict with the interests of the Company which may reasonably be expected to arise out of the situations and matters so authorised and which is capable of being authorised at law. No authorisation shall be required pursuant to Article 24 of any such situation or matter authorised by this Article 24.1 and, without limitation, no Director shall, by reason of his holding office as a Director of the Company (or of the fiduciary relationship established by his holding that office), be liable to account to the Company for any remuneration, profit or other benefit received as a result of any interest permitted by this Article and no transaction or arrangement shall be liable to be avoided by reason of any Director having any interest or having received any benefit permitted by this Article.

24.2 The authorisations given pursuant to and the other provisions of Article 24.1 shall extend to and include, without limitation, direct or indirect interests of a Director which arise (or which may potentially arise) due to:

(a) any transaction entered into by the Director or any holder of the majority of the voting rights attaching to the issued share capital of the Company or any Associate of that holder in relation to shares (or securities convertible into shares) debentures or other securities in (a) the Company; or (b) such holder or any such Associate of such holder;

(b) any guarantee, security or indemnity given or proposed to be given by any Group Company to, or to any person for the benefit of, any holder of the majority of the voting rights attaching to the issued share capital of the Company or, where such holder is a company, any Associate of that holder;

(d) any transaction or arrangement proposed, made, terminated or varied between the Company and any holder of the majority of the voting rights attaching to the issued share capital of the Company or any Associate of that holder including without limitation transactions or arrangements relating to the sale and supply of goods and services, the borrowing or advancing of money and the use of property and other assets; and

(e) any claim or right arising between the Company and any holder of the majority of the voting rights attaching to the issued share capital of the Company or any Associate of that holder.

24.3 It shall be a term and condition of the authorisation given pursuant to Article 24.5 that the Director shall not be entitled to vote or participate in any discussions relating to the exercise, enforcement or pursuance of any claim or right so authorised.

24.4 For the purposes of Articles 24.1 and 24.2 an interest of: (a) a person who is connected with a Director (within the meaning of section 252 of the 2006 Act); and (b) the appointor in relation to any alternate, shall be treated as an interest of the Director or alternate (as

appropriate), in each case in addition to any interest which the Director or alternate otherwise has.

24.5 In relation to transactions or arrangements with the Company, the Director shall declare the nature and extent of any interest authorised under Articles 24.1 and 24.2 in any way permitted by the 2006 Act and shall only be required to make such disclosure to the extent required to do so under the 2006 Act. In relation to other situations of actual or potential conflict of interest, the Director shall declare the nature and extent of his interest at a meeting of the Directors, or as otherwise determined by the Directors, but shall not be required to declare the nature and extent of his interest to the extent that the other Directors are already aware of the interest and its extent.

24.6 Regulation 85 shall not apply.

25. AUTHORISATION OF CONFLICTS OF INTEREST

25.1 Any matter (a “Relevant Matter”) which would otherwise constitute or give rise to a breach by a Director of his duty under section 175 of the 2006 Act to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts or possibly may conflict with the interests of the Company (including a breach which would arise by virtue of his appointment as a Director) may be authorised by the Directors to the fullest extent permitted by law in accordance with the provisions of Articles 24.2 to 24.4.

25.2 Any Director may propose that a Relevant Matter be authorised by the Directors. Such proposal and any authorisation given by the Directors shall be effected in the same way as any other matter may be proposed to, and resolved upon by, the Directors (or in such other manner as the Directors may approve) in accordance with these Articles, except that no authorisation shall be effective unless the requirements of section 175(6) of the 2006 Act have been complied with. Any authorisation of a matter pursuant to this Article 25 shall, unless it states otherwise, extend to any actual or potential conflict of interest which may reasonably be expected to arise out of the matter so authorised.

25.3 Any authorisation of a matter under Article 25.1 shall be subject to such terms, conditions and limitations as the Directors may specify, whether at the time of giving the authorisation or subsequently. The Directors or the members may terminate or vary (including by imposing new terms, conditions and limitations in relation to) any authorisation given under this Article 25 or under Article 25.1 for the purpose of section 175 of the 2006 Act at any time, but no such termination or variation shall be of retrospective effect. The Director concerned must act in accordance with any terms, conditions or limitations specified by the Directors or the members in accordance with this Article.

25.4 No Director shall, by reason of his office as Director of the Company (or by reason of the fiduciary relationship established by holding that office), be liable to account to the Company for any benefit derived from any Relevant Matter to the extent that the Relevant Matter has been authorised by the Directors in accordance with this Article 25. No transaction or arrangement shall be liable to be avoided by reason of any interest of a Director to the extent that it has been so authorised.

25.5 Notwithstanding the other provisions of this Article 25, the members of the Company shall be entitled to authorise a Relevant Matter (whether or not authorisation has previously been requested from and/or refused by the Directors). The provisions of Articles 24.3 and 24.4 shall apply mutatis mutandis to any authorisation so given by the members save that the word “directors” or “directors or members” in any references to the authorisation being given by the Directors or by the Directors or the members and in any reference to any terms and conditions of authorisation being specified, imposed, varied or terminated by the Directors or by the Directors or the members shall be read only as the word “members”. Any authorisation, and the variation or termination of any authorisation by the members under

Article 25.3 or this Article shall be by ordinary resolution, save where any greater majority is otherwise required by the 2006 Act or other applicable law.

26. DIRECTORS’ INTERESTS: GENERAL

26.1 Where this Article applies, a Director shall be deemed to have the authority, without breaching the general duties he owes to the Company by virtue of sections 171 to 177 of the 2006 Act to (and shall if so requested by the other Directors or the members) take such steps as may be necessary or desirable for the purpose of managing any conflict of interest to which this Article 26.1 applies, including (without limitation) by:

(a) complying with any procedures laid down from time to time by the Directors for the purpose of managing conflicts of interest generally or any specific procedures approved by the Directors in relation to the situation, matter or interest in question;

(b) excluding himself from attending and voting at board meetings to the extent relating to such situation, matter or interest or from participating in discussions (whether at meetings of the board or otherwise), or receiving documents or information, relating to any such situation, matter or interest (including without limitation, notice of meetings, board papers, minutes or draft minutes and legal advice given to the Company);

(c) arranging for documents or information relating to any such situation, matter or interest to be reviewed by a professional adviser to ascertain the extent to which it might be appropriate for him to have access to such documents or information; and/or

(d) not disclosing to the Company, or not using in relation to the Company’s affairs, information which he obtains or has obtained otherwise than through his position as a Director of the Company which relates to a situation, matter or interest and which is confidential to a third party, where to do so would amount to a breach of confidence or breach of duty to the third party.

26.2 Article 26.1 shall apply where a Director has or could have:

(a) a direct or indirect interest that conflicts or possibly may conflict with the interests of the Company and provided that the interest or the existence of the situation or relationship leading to the interest has been authorised pursuant to Article 26.1 or Article 26 and unless otherwise specified by the terms and conditions of such authorisation; and

(b) a direct or indirect interest in a transaction or arrangement with the Company and such interest has been declared to the other Directors to the extent required by the 2006 Act.

26.3 Where a Director obtains or has obtained information, otherwise than through his position as a Director, which is confidential to a third party other than the Company, then provided that the duty of confidentiality does not arise out of a situation in which the Director has or may have a direct or indirect conflict of interest, the Director shall not be required to disclose such information to the Company or use it in relation to the Company’s affairs. This Article is without prejudice to the ability of a Director to withhold such information from the Company in accordance with the provisions of Article 26.1.

26.4 Articles 26.1 and 26.3 are without prejudice to any equitable principle or rule of law which may otherwise excuse or release the Director from any requirement to disclose information or use information in relation to the Company’s affairs, participate in discussions or receive documents or information.

26.5 For the purposes of Articles 24 to 26 references to a conflict of interest include a conflict of interest and duty and a conflict of duties.

27. WRITTEN RESOLUTIONS

27.1 Any member holding no less than five percent (5%) of the voting rights of the Company may require the Company to circulate a written resolution and if any member does so, the provisions of sections 292(1) to (3) (inclusive) and sections 292(6), 293, 294 and 295 of the 2006 Act shall apply mutatis mutandis to that request as if it were a request made by members pursuant to section 292 of the 2006 Act save that the Company shall be required to ensure that copies of any written resolution so requested shall be sent or submitted to all members entitled to receive it not later than five (5) days after the date on which the Company received the request (whether or not it has then received an amount to meet its expenses in so doing).

27.2 In the event that any resolution referred to in Article 23.13 is proposed as a written resolution the form of written resolution shall:

(a) provide for every eligible member to be able to indicate whether it is voting for the proposed resolution or against the proposed resolution (and if more than one (1) resolution is proposed, such voting alternatives shall be provided for each resolution); and

(b) require such named individual to hold such authenticated documents on behalf of and as agent for the relevant member and not the Company until the earlier of:

(c) the date on which that named individual has received authenticated documents (indicating either a vote for or against the relevant resolution) from each eligible member whose votes, if cast against the resolution would (pursuant to Article 23.13) carry 50.01% of the votes capable of being cast on that resolution; and

(d) the day before the date on which the written resolution would otherwise lapse in accordance with section 297 of the 2006 Act,

at which time such named individual shall deliver all the authenticated documents held by him as agent of the eligible members to the Company. Any written resolution circulated by the Company shall contain language to effect the requirements of this Article 27.

28. DISQUALIFICATION OF DIRECTORS

In addition to that provided in Regulation 81 of Table A, the office of a Director shall also be vacated if:

(a) he is convicted of a criminal offence (other than a minor motoring offence) and the Directors resolve that his, her or its office be vacated; or

(b) in the case of Directors, other than an Investor Director or a Founder Director, if a majority of his co-Directors serve notice on him in writing, removing him from office.

29. PROCEEDINGS OF DIRECTORS

29.1 The quorum for a Board meeting shall be a majority of the Directors in office and must include at least one Director appointed in accordance with Article 23.5 and/or Article 23.6. If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such quorum ceases to be present, the meeting shall stand adjourned to the following day at the same time and place. If neither Director appointed in accordance with Article 23.5 or Article 23.6 is present at any such adjourned meeting within half an hour

from the time the adjourned meeting is scheduled to begin, then a quorum shall be deemed to be present providing a majority of the Directors in office are present and the adjourned meeting shall proceed.

29.2 In its application to the Company Regulation 89 of Table A shall be modified:

(a) by the deletion of the words “may be fixed by the Directors and unless so fixed at any other number” in the first sentence; and

(b) by the addition of the following as the final sentence: “In the event that a meeting of the Directors is attended by a Director who is acting as alternate for one (1) or more other Directors, the Director or Directors for whom he is the alternate shall not be counted in the quorum for the purposes of the meeting”.

29.3 Any Director who participates in the proceedings of a meeting by means of a communication device (including a telephone) which allows all the other Directors present at that meeting (whether in person or by alternate or by means of that type of communication device) to hear at all times that Director and that Director to hear at all times all other Directors present at the meeting (whether in person or by alternate or by means of that type of communication device) shall be deemed to be present at the meeting and shall be counted when reckoning a quorum. A meeting held by these means shall be deemed to take place where the largest group of participators in number is assembled. In the absence of a majority the location of the chairman shall be deemed to be the place of the meeting.

29.4 A Director may vote at a meeting of the Directors, and form part of a quorum present at that meeting, in relation to any matter in which he has, directly or indirectly, an interest or duty which conflicts or which may conflict with the interests of the Company, provided that he has previously disclosed the nature of such duty or interest to the Directors. The provisions of Regulation 86 of Table A shall be taken to apply equally to any disclosure to be made under the provisions of this Article.

29.5 Questions arising at any meeting of the Directors shall be decided by a majority of votes. In the case of any equality of votes, the chairman shall not have a second or casting vote.

30. EXECUTION OF DOCUMENTS

In its application to the Company Regulation 101 of Table A shall be modified by the addition of the following sentence:

“Any instrument expressed to be executed by the Company and signed by two (2) Directors, by one Director and the Secretary, by the authority of the Directors, or the 2006 Act of a committee authorised by the Directors or as otherwise permitted under the 2006 Act shall (to the extent permitted by the 2006 Act) have effect as if executed under seal.”

31. DIVIDENDS

In Regulation 103 of Table A the words from “If the share capital is divided” to the end of the third sentence of the Regulation shall be deleted.

32. NOTICES

32.1 Any notice shall be in writing and shall be conclusively deemed to have been duly given:

(a) when hand delivered to the relevant party;

(b) when received when sent by facsimile, e-mail or any other form of electronic communication at the relevant address (and as confirmed by the recipient);

(d) five (5) Business Days after dispatch if sent by reputable international overnight courier addressed to the relevant party provided that delivery in at least five (5) Business Days was guaranteed at the time of sending and the sending Party receives a confirmation of delivery from the courier service provider; or

(e) by airmail (registered or certified) fifteen (15) Business Days after sending.

32.2 In proving service of a notice it shall be sufficient to prove that personal delivery was made, or that the relevant notice or other written communication was properly addressed stamped and posted or in the case of a facsimile, e-mail or other form of electronic communication evidence that the relevant communication was properly sent.

32.3 Regulation 115 of Table A shall be deleted.

33. INDEMNITY AND INSURANCE

33.1 Subject to the provisions of and so far as may be consistent with the 2006 Act the Directors may exercise all the powers of the Company to indemnify any person who is, or was at any time, a Director of the Company or of any of its associated companies against all liabilities incurred by or attaching to him in connection with his duties, powers or office in relation to any such company of which he is or was a Director, to the fullest extent permitted by law.

33.2 Regulation 118 shall not apply.

33.3 Without prejudice to Article 33.1 the Directors may exercise all the powers of the Company to purchase and maintain insurance for or for the benefit of any person who is or was at any time:

(a) a Director, alternate director or other officer of any Relevant Company (as defined in Article 33.4 below); or

(b) a trustee of any pension fund or retirement, death or disability scheme for the benefit of any employee of any Relevant Company or employees’ share scheme in which employees of any Relevant Company are interested,

including (without limitation) insurance against any liability within Article 33.1 attaching to him in relation to any Relevant Company, or any such pension fund, retirement or other scheme or employees’ share scheme.

33.4 For these purposes “Relevant Company” shall mean the Company or any other undertaking which is:

(a) the holding company of the Company;

(b) a Subsidiary of the Company or of such holding company; or

34. DATA PROTECTION

Each of the shareholders and Directors of the Company (from time to time) consent to the processing of their personal data by the Company, its shareholders and Directors (each a “Recipient”) for the purpose of due diligence exercises, compliance with applicable laws, regulations and procedures and the exchange of information among themselves. A Recipient may process the personal data either electronically or manually. The personal data which may be processed under this Article shall include any information which may have a bearing