Form 8-K

8-K — Theravance Biopharma, Inc.

Accession: 0001104659-26-109979

Filed: 2026-09-23

Period: 2026-09-23

CIK: 0001583107

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Material Modifications to Rights of Security Holders

Item: Changes in Control of Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2625984d1_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (tm2625984d1_ex3-1.htm)

EX-10.1 — EXHIBIT 10.1 (tm2625984d1_ex10-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2625984d1_ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2625984d1_8k.htm · Sequence: 1

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0001583107

2026-09-23

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 23, 2026

THERAVANCE

BIOPHARMA, INC.

(Exact Name of Registrant as Specified in its

Charter)

Cayman Islands

001-36033

98-1226628

(State

or Other Jurisdiction of

(Commission

File Number)

(I.R.S.

Employer Identification

Incorporation)

Number)

c/o Theravance Biopharma US, LLC

901

Gateway Boulevard

South

San Francisco, CA 94080

(650)

808-6000

(Addresses, including zip code, and telephone

numbers, including area code, of principal executive offices)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

Written communications pursuant

to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to

Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Ordinary

Share $0.00001 Par Value

TBPH

Nasdaq

Global Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company    ¨

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

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

Introductory Note

This Current Report on Form 8-K is being filed

in connection with the completion on September 23, 2026 of the transactions contemplated by that certain Agreement and Plan of Merger

(the “Merger Agreement”), dated as of June 28, 2026, by and among Theravance Biopharma, Inc., an exempted company with

limited liability incorporated under the Laws of the Cayman Islands (the “Company”), Zymeworks Inc., a Delaware corporation

(“Parent”), and Zymeworks Merger Sub 1, an exempted company with limited liability incorporated under the Laws of the

Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”). On the terms and subject to the conditions of

the Merger Agreement, upon the consummation of the Merger (the “Closing”), Merger Sub merged with and into the Company

(the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “Surviving

Company”). Capitalized terms used but not otherwise defined in this Current Report on Form 8-K have the meanings set forth in

the Merger Agreement.

Item 1.01 Entry into a Material Definitive Agreement.

The information provided in the Introductory Note and Items 2.01 and

5.02 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information provided in the Introductory Note

of this Current Report on Form 8-K is incorporated herein by reference.

Pursuant to the terms and conditions of the Merger

Agreement, among other things:

· Company Ordinary Shares: At the effective time of the Merger (the “Effective Time”),

each ordinary share, par value $0.00001 per share, of the Company (“Ordinary Share”) issued and outstanding immediately

prior to the Effective Time (other than Canceled Shares and Dissenting Shares) was canceled and converted into the right to receive (i)

$17.00 in cash, without interest (the “Per Share Cash Consideration”), and (ii) one contingent value right, which represents

the right to receive the CVR Payment Amount (as defined below), if any, at the times and subject to the terms and conditions provided

for in the CVR Agreement (as defined and further described below), in cash, without interest (each, a “CVR” and, collectively,

the “CVRs” and each CVR together with the Per Share Cash Consideration, the “Per Share Merger Consideration”).

· Company Options: At the Effective Time, each Company Option, whether vested or unvested, that was

outstanding, unexercised and not yet expired as of immediately prior to the Effective Time was canceled and converted into the right to

receive, in full satisfaction of the rights of such holder, an amount in cash, without interest, equal to (i) the excess, if any, of the

Per Share Cash Consideration over the exercise price of such Company Option, multiplied by (ii) the number of Ordinary Shares underlying

such Company Option (subject to any required tax withholdings as provided in the Merger Agreement) plus (iii) one CVR for each Ordinary

Share underlying such Company Option. However, any Company Option that had an exercise price per Ordinary Share that is greater than or

equal to the Per Share Cash Consideration ceased to be outstanding, was canceled and ceased to exist and the holder of any such Company

Option was not entitled to payment of the Per Share Merger Consideration.

· Company RSU Awards: At the Effective Time, each Company RSU Award that was outstanding immediately

prior to the Effective Time, whether vested or unvested, was canceled and automatically converted into a right to receive an amount in

cash, without interest, equal to (i) the Per Share Cash Consideration multiplied by (ii) the number of Ordinary Shares underlying such

Company RSU Award (subject to any required tax withholdings as provided in the Merger Agreement) plus (iii) one CVR for each Ordinary

Share underlying such Company RSU Award.

· Company PSU Awards: At the Effective Time, each Company PSU Award that was outstanding immediately

prior to the Effective Time, whether vested or unvested, was canceled in exchange for the right to receive an amount in cash, without

interest, equal to (i) the Per Share Cash Consideration multiplied by (ii) the number of Ordinary Shares with respect to such Company

PSU Award that remained outstanding and unreleased as of immediately prior to the Effective Time, plus (iii) one CVR for each Ordinary

Share underlying such Company PSU Award.

The foregoing description of the Merger Agreement

and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full

text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1, and the terms of which are incorporated herein by

reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

The information provided in Item 2.01 of this

Current Report on Form 8-K is incorporated herein by reference.

On September 23, 2026, the Company notified the

Nasdaq Stock Market LLC (“Nasdaq”) of the Closing and requested that Nasdaq suspend trading of the Ordinary Shares

as of the close of business on September 23, 2026 and file with the U.S. Securities and Exchange Commission (the “SEC”)

a notification of removal from listing and registration on Form 25 to effect the delisting of the Ordinary Shares from Nasdaq and the

deregistration of the Ordinary Shares pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”). The delisting of the Ordinary Shares from Nasdaq will be effective 10 days after the filing of the Form 25. Following

the effectiveness of the Form 25, the Company intends to file a certification and notice of termination of registration on Form 15 with

the SEC requesting the termination of registration of the Ordinary Shares under Section 12(g) of the Exchange Act and the suspension of

reporting obligations under Section 13 and 15(d) of the Exchange Act with respect to the Ordinary Shares.

Item 3.03. Material Modification to Rights of Security Holders

The information provided in the Introductory Note

and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

At the Effective Time, each holder of shares of

the Ordinary Shares issued and outstanding immediately prior to the Effective Time ceased to have any rights as a shareholder of the Company

(other than the right of the holders of the Ordinary Shares to receive the Per Share Merger Consideration).

Item 5.01. Changes in Control of Registrant

The information provided in the Introductory Note

and Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the completion of the Merger, a

change in control of the Company occurred, and the Company became a wholly owned subsidiary of Parent. Parent obtained the funds necessary

to finance the Merger through a combination of cash on hand and new debt financing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment

of Certain Officers; Compensatory Arrangements of Certain Officers

The information provided in the Introductory Note

and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the completion of the Merger

and as contemplated by the Merger Agreement, at the Effective Time, each of Rick E Winningham, Laurie Smaldone Alsup, Susannah Gray, Dean

J. Mitchell, Donal O’Connor and Deepa R. Pakianathan resigned from the Company’s Board of Directors, and Mr. Winningham resigned

as the Company’s Chief Executive Officer. These resignations were in connection with the Merger and not as a result of any disagreements

between the Company and the resigning individuals on any matters relating to the Company’s operations, policies or practices.

As of the Effective Time and pursuant to the terms

of the Plan of Merger, Kristin Stafford, Scott Platshon and Paul Schneider became the directors of the Company.

In connection with the Merger and pursuant to

the terms of the CVR Agreement, on September 22, 2026, the Company entered into a consultation agreement with Ms. Gray (the “Consultation

Agreement”), pursuant to which Ms. Gray has the primary responsibility of negotiating a CVR Product License for the twelve-month

period following the Closing. Pursuant to the terms of the Consultation Agreement, Ms. Gray will not be compensated by the Company for

any services performed pursuant to the Consultation Agreement.

The foregoing description of the Consultation

Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Consultation Agreement,

a copy of which is attached hereto as Exhibit 10.1, and the terms of which are incorporated herein by reference.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information provided in Item 2.01 of

this Current Report on Form 8-K is incorporated herein by reference.

Pursuant to the terms of the Merger Agreement,

at the Effective Time, in accordance with the Plan of Merger, the memorandum and articles of association of Merger Sub, as in effect immediately

prior to the Effective Time, became the memorandum and articles of association of the Surviving Company, save and except that (i) all

references to the name “Zymeworks Merger Sub 1” were amended to “Theravance Biopharma, Inc.”; (ii) all references

to the share capital of the Surviving Company were amended to refer to the correct authorized share capital of the Surviving Company consistent

with the Plan of Merger, until thereafter amended in accordance with the applicable provisions of Part 16 of the Companies Act (as revised)

of the Cayman Islands and such memorandum and articles of association and (iii) such memorandum and articles of association include indemnification

provisions as required by Section 6.10(b) of the Merger Agreement.

Copies of the memorandum and articles of association

are attached as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 8.01. Other Events.

Contingent Value Rights Agreement

On September 23, 2026, in connection with the

Merger Agreement, Parent entered into a contingent value rights agreement (the “CVR Agreement”) with Computershare

Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered

trust company, acting jointly with Computershare, as Rights Agent (as defined in the CVR Agreement).

Each CVR issued by Parent under the CVR Agreement

represents a non-tradeable contractual contingent right to receive:

· a pro rata share of 80% of the net proceeds received by Parent or its affiliates (including the Surviving

Company), if any, from any license, divestiture or other monetization transaction of ampreloxetine executed within the ten-year period

following the Effective Time (the “CVR License Expiration Date”);

· a pro rata share of $50 million in cash upon the first commercial sale of ampreloxetine by Parent or its

affiliates (including the Surviving Company) in the U.S., UK, Spain, France, Germany or Italy on or prior to the CVR License Expiration

Date, if any; and

· a pro rata share of 10% of the net sales received by Parent or its affiliates (including the Surviving

Company), if any, on a country-by-country basis, from the date of the first commercial sale until the later of the 10th anniversary of

such date, patent expiration or the loss of exclusivity.

The CVRs and the possibility of receiving any

payment pursuant to the CVRs are highly speculative and subject to numerous factors outside the control of Parent or its affiliates. There

can be no assurance that any transaction that may give rise to any payment pursuant to the CVRs will be executed or that any payment pursuant

to the CVRs will ever be paid.

The CVRs will not be evidenced by a certificate

or other instrument, will not have any voting or dividend rights, will not represent any equity or ownership interests in Parent or the

Surviving Company and will not be transferable except in limited circumstances.

The foregoing description of the CVR Agreement

does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the CVR Agreement, a copy of which

is attached hereto as Exhibit 10.2, and the terms of which are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

2.1

Agreement and Plan of Merger, dated as of June 28, 2026, by and among Theravance Biopharma, Inc., Zymeworks Inc. and Zymeworks Merger Sub 1 (incorporated by reference from Exhibit 2.1 to Theravance Biopharma, Inc.’s Current Report on Form 8-K, filed on June 29, 2026)*

3.1

Amended and Restated Memorandum and Articles of Association of Theravance Biopharma, Inc.

10.1

Consultation Agreement, dated September 22, 2026, by and between Susannah Gray and Theravance Biopharma, Inc.

99.1

Contingent Value Rights Agreement, dated as of September 22, 2026, by and among Zymeworks Inc., Computershare Inc. and Computershare Trust Company, N.A.*

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request.

SIGNATURE

Pursuant to the requirements of the

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

authorized.

THERAVANCE BIOPHARMA, INC.

Date: September 23, 2026

By:

/s/ Scott Platshon

Scott Platshon

Director

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: tm2625984d1_ex3-1.htm · Sequence: 2

Exhibit 3.1

THE COMPANIES ACT (AS REVISED)

AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

THERAVANCE BIOPHARMA, INC.

ADOPTED BY SPECIAL RESOLUTION EFFECTIVE ON 23

SEPTEMBER 2026

THE COMPANIES ACT (AS REVISED)

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

THERAVANCE BIOPHARMA, INC.

ADOPTED BY SPECIAL RESOLUTION EFFECTIVE ON 23

SEPTEMBER 2026

1. The name of the Company is Theravance Biopharma, Inc.

2. The registered office will be situated at the offices of Appleby Global Services (Cayman) Limited, Suite

210, 2nd Floor, Windward III, Regatta Office Park, PO Box 500, Grand Cayman, KY1-1106, Cayman Islands, or at such other place

in the Cayman Islands as the Directors may from time to time decide.

3. The objects for which the Company is established are unrestricted and the Company shall have full power

and authority to carry out any object that is not prohibited by any law of the Cayman Islands.

4. The Company shall have and be capable of exercising all the powers of a natural person of full capacity

as provided by law.

5. The liability of the Members is limited to the amount, if any, unpaid on their shares.

6. The authorised share capital of the Company is US$50,000.00 divided into 50,000 ordinary shares of a nominal

or par value of $1.00 each, having the rights and subject to the restrictions set out in the Amended and Restated Memorandum and Articles

of Association.

7. The Company has power to register by way of continuation as a body corporate limited by shares under the

laws of any jurisdiction outside the Cayman Islands and to apply for deregistration in the Cayman Islands.

8. Capitalised terms that are not defined herein bear the same meaning given to them in the Amended and Restated

Articles of Association of the Company.

1 of 1

CONTENTS

Interpretation

Offices

Service

Providers

Issue

of Shares

of Members

of Beneficial Ownership

Record

Date

Certificates

Transfer

of Shares

10.

Transmission

of Shares

11.

Redemption

and Repurchase of Shares

12.

Variation

of Share Rights

13.

Non-recognition

of Trusts

14.

Lien

15.

Calls

on Shares

16.

Forfeiture

of Shares

17.

Increase

of Capital

18.

Alteration

of Capital

19.

General

Meetings

20.

Notice

of General Meetings

21.

Proceedings

at General Meetings

22.

Voting

23.

Proxies

and Corporate Representatives

24.

Appointment

and Removal of Directors

25.

Resignation

and Disqualification of Directors

26.

Powers

and Duties of Directors

27.

Proceedings

of Directors

28.

Directors’

Interests

29.

Delegation

of Directors’ Powers

30.

Alternate

Directors

31.

Committees

of Directors

32.

Officers

33.

Directors’

Remuneration

34.

Seals

and Deeds

35.

Dividends

36.

Reserves

37.

Capitalisation

of Profits

38.

Premium Account

39.

Accounting

Records

40.

Financial

Year End

41.

Service

of Notices and Documents

42.

Winding

43.

Indemnity

44.

Continuation

45.

Merger

and Consolidation

46.

Amendment

of Memorandum and Articles

THE COMPANIES ACT

(AS REVISED)

amended and restated

ARTICLES OF ASSOCIATION

THERAVANCE BIOPHARMA, INC.

ADOPTED BY SPECIAL RESOLUTION EFFECTIVE ON 23

SEPTEMBER 2026

1. Interpretation

1.1 Table A of the First Schedule to the Act shall not apply to the Company.

1.2 In these Articles, the following terms shall have the following meanings unless the context otherwise

requires:

Act: the Companies Act (as revised)

of the Cayman Islands;

Articles: these articles of association

of the Company as amended, restated or supplemented from time to time by Special Resolution;

Auditors: the auditors for the

time being of the Company (if any);

Beneficial Owner: has the same

meaning as in the BOT Act;

BOT Act: the Beneficial Ownership

Transparency Act of the Cayman Islands;

clear days: in relation to the

period of a notice, that period excluding the day on which the notice is served (or deemed to be served) and the day for which it is given

or on which it is to take effect;

Company: the above named company;

Court: the Grand Court of the

Cayman Islands;

Directors: the directors for

the time being of the Company;

Electronic Record: has the same

meaning as in the Electronic Transactions Act (as revised) of the Cayman Islands;

Indemnified Person: has the meaning

given to it in Article 43.1;

1 of 29

Member: has the same meaning

as in the Act;

Memorandum: the amended and restated

memorandum of association of the Company for the time being;

Month: a calendar month;

Ordinary Resolution: a resolution:

(a) passed by a simple majority of such Members as, being entitled to do so, vote in person or, where proxies

are allowed, by proxy at a general meeting of the Company and where a poll is taken regard shall be had in computing a majority to the

number of votes to which each Member is entitled; or

(b) approved in writing by all of the Members entitled to vote at a general meeting of the Company in one

or more instruments each signed by one or more of the Members and the effective date of the resolution so adopted shall be the date on

which the instrument, or the last of such instruments, if more than one, is executed;

the beneficial ownership register to be kept in accordance with the BOT Act;

of Members to be kept in accordance with the Act and includes every duplicate Register of Members;

Registered Office: the registered

office for the time being of the Company in the Cayman Islands;

Seal: the common seal of the

Company (if any) and includes every duplicate seal;

Secretary: the secretary for

the time being of the Company and any person appointed to perform any of the duties of the secretary;

Share: a share in the capital

of the Company and includes a fraction of a share, such fractional share being subject to and carrying the corresponding fraction of liabilities,

limitations, privileges, qualifications, restrictions, rights and other attributes of a whole share of the same class of shares;

Share Premium Account: the share

premium account established in accordance with these Articles and the Act;

Special Resolution: a resolution

that is described as such in its terms:

(a) passed by a majority of not less than two thirds of such Members as, being entitled to do so, vote in

person or, where proxies are allowed, by proxy at a general meeting of the Company of which notice specifying the intention to propose

the resolution as a special resolution has been duly given and where a poll is taken regard shall be had in computing a majority to the

number of votes to which each Member is entitled; or

2 of 29

(b) approved in writing by all of the Members entitled to vote at a general meeting of the Company in one

or more instruments each signed by one or more of the Members and the effective date of the resolution so adopted shall be the date on

which the instrument, or the last of such instruments, if more than one, is executed; and

Subscriber:

the Subscriber to the Memorandum.

1.3 Words importing the singular number include the plural number and vice versa and words importing the masculine

gender include the feminine gender.

1.4 Words importing persons include corporations and any other legal or natural persons.

1.5 Any reference to writing includes all modes of representing or reproducing words in a visible and legible

form, including in the form of an Electronic Record.

1.6 The word may shall be construed as permissive and the word shall shall be construed as imperative.

1.7 Any phrase introduced by the terms including, include, in particular or any similar expression

shall be merely illustrative and shall not limit the sense of the words preceding those terms.

1.8 Where any provision of the Act is referred to, the reference is to that provision as modified by any subsequent

law for the time being in force.

1.9 Unless the context otherwise requires, words and expressions defined in the Act bear the same meanings

in these Articles.

1.10 References to days are to calendar days, unless otherwise specified.

1.11 Headings are used for convenience only and shall not affect the construction of these Articles.

2. Offices

2.1 The Registered Office of the Company shall be at such place in the Cayman Islands as the Directors shall

from time to time determine.

2.2 The Company, in addition to its Registered Office, may establish and maintain such other offices in the

Cayman Islands or elsewhere as the Directors may from time to time determine.

3 of 29

3. Service Providers

3.1 The Directors may appoint any person to act as a service provider to the Company and may delegate to any

such service provider any of the functions, duties, powers and discretions available to them as Directors, upon such terms and conditions

(including as to the remuneration payable by the Company) and with such powers of sub-delegation, but subject to such restrictions, as

they think fit.

4. Issue of Shares

4.1 The Directors may (subject to the provisions of these Articles and the Act), without prejudice to any

rights attached to any existing Shares, offer, issue, allot, grant options over or otherwise dispose of the Shares with or without preferred,

deferred, qualified or other special rights or restrictions, whether in regard to dividends or other forms of distribution, voting, return

of capital or otherwise, and to such persons and on such terms and conditions and for such consideration, and at such times as they think

fit, provided no Share shall be issued at a discount (except in accordance with the provisions of the Act).

4.2 Any Share may, with the sanction of a Special Resolution, be issued on the terms that it is, or at the

option of the Company or the holder is liable, to be redeemed.

4.3 Notwithstanding the preceding Article, the Subscriber shall have the power to:

(a) issue one Share to itself;

(b) transfer that Share by an instrument of transfer to any person; and

4.4 The Company shall not issue Shares to bearer.

4.5 The Company may, in accordance with the Act, issue fractions of Shares.

5. Register of Members

5.1 The Directors shall establish and maintain (or cause to be established and maintained) the Register of

Members at the Registered Office or at such other place determined by the Directors in the manner prescribed by the Act.

6. Register of Beneficial Ownership

6.1 The Directors shall cause the Register of Beneficial Ownership to be established and maintained at the

Registered Office in the manner prescribed by law if and for as long as the Company is required by law to establish and maintain such

a register.

4 of 29

6.2 Every Member shall provide to the Company upon request written particulars of the beneficial ownership

of the Shares registered in such Member’s name as the Company is required to collect for the Register of Beneficial Ownership and

shall advise the Company in writing in a timely manner of any changes in those particulars. If the Company is not provided with the information

required, a restrictions notice may be issued. Until a restrictions notice is withdrawn by the Registered Office or ceased by order of

the Court, the rights of the Member holding the affected Shares to vote, transfer or otherwise deal with or receive any distribution (except

in a liquidation of the Company) on the affected Shares under the provisions of these Articles are suspended.

7. Record Date

7.1 The Directors may fix in advance a date as the record date to determine the Members entitled to notice

of or to vote at a meeting of the Members and, for the purpose of determining the Members entitled to receive payment of any dividend,

the Directors may, at or within 90 days prior to the date of the declaration of such dividend, fix a subsequent date as the record date

for such determination.

7.2 If no such record date is fixed, the record date shall be the date on which notice of the meeting is sent

or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be. A determination of Members

entitled to vote at any meeting of Members in accordance with this Article, shall apply to any adjournment thereof.

8. Share Certificates

8.1 Every Member shall be entitled, without payment, to a certificate of the Company specifying the Share

or Shares held by him and the amount paid up thereon.

8.2 Notwithstanding the provisions of these Articles, the Directors may resolve not to issue share certificates

to Members of the Company.

8.3 The Company shall not be bound to issue more than one certificate for Shares held jointly by more than

one person, and delivery of a certificate to one joint holder shall be sufficient delivery to all.

8.4 If a share certificate is defaced, lost or destroyed, it may be replaced on payment of such fee (if any)

and on such terms (if any) as to evidence and indemnity, and on the payment of expenses of the Company in investigating such evidence

and preparing such indemnity as the Directors shall think fit and, in case of defacement, on delivery of the old certificate to the Company

for cancellation.

9. Transfer of Shares

9.1 The instrument of transfer of any Share shall be executed by or on behalf of the transferor (and, if the

Directors so determine, the transferee). The transferor shall be deemed to remain the holder of the Share until the name of the transferee

is entered in the Register of Members in respect of such Share. All instruments of transfer, once registered, may be retained by the Company.

5 of 29

9.2 Subject to any applicable restrictions contained in these Articles, Shares shall be transferred in any

usual or common form approved by the Directors.

9.3 The Directors may, in their absolute discretion and without assigning any reason therefore, decline to

register any transfer of any Share. The Directors may require reasonable evidence to show the right of the transferor to make the transfer.

9.4 If the Directors decline to register a transfer of Shares they shall send notice of the refusal to the

transferee within one month after the date on which the transfer was lodged with the Company.

9.5 The Directors may also suspend the registration of the transfers at such times and for such periods as

the Directors may from time to time determine.

10. Transmission of Shares

10.1 If a Member dies, the survivor or survivors (where he was a joint holder), and the legal personal representative

(where he was sole holder), shall be the only person recognised by the Company as having any title to the Share. The estate of a deceased

Member is not thereby released from any liability in respect of any Share held by him, whether solely or jointly. For the purpose of this

Article, legal personal representative means the person to whom probate or letters of administration has or have been granted in the Cayman

Islands or, if there is no such person, such other person as the Directors may in their absolute discretion determine to be the person

recognised by the Company for the purpose of this Article.

10.2 Any person becoming entitled to a Share in consequence of the death or bankruptcy of a Member or otherwise

by operation of applicable law may elect, upon such evidence being produced as may be required by the Directors as to his entitlement,

either be registered himself as a Member in respect of the Share or, instead of being registered himself, to make such transfer of the

Share as the deceased or bankrupt Member could have made.

10.3 If the person so becoming entitled elects to be registered himself, he shall deliver or send to the Company

a notice in writing signed by him stating that he so elects. If he shall elect to transfer the Shares, he shall signify his election by

signing an instrument of transfer of such Shares in favour of his transferee. All the limitations, restrictions and provisions of these

Articles relating to the right to transfer and the registration of transfers of Shares shall be applicable to any such notice or instrument

of transfer as aforesaid as if the death of the Member or other event giving rise to the transmission had not occurred and the notice

or instrument of transfer was an instrument of transfer signed by such Member.

10.4 A person becoming entitled to a Share in consequence of the death or bankruptcy of the Member (or otherwise

by operation of applicable law), upon such evidence being produced as may be required by the Directors as to his entitlement, shall be

entitled to the same dividends and other monies payable in respect of the Share as he would be entitled if he were the holder of such

Share. However, he shall not be entitled, until he becomes registered as the holder of such Share, to receive notices of or to attend

or vote at general meetings of the Company or (except as aforesaid) to exercise any other rights or privileges of a Member. The Directors

may at any time give notice requiring such person to elect either to be registered himself or to transfer the Share and, if the notice

is not complied with within sixty days, the Directors may thereafter withhold payment of all dividends and other monies payable in respect

of the Shares until the requirements of the notice have been complied with.

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11. Redemption and Repurchase of Shares

11.1 Subject to the provisions of the Act and the Memorandum, the Company may:

(a) purchase its own Shares (including any redeemable Shares) in such manner and on such terms as the Directors

may agree with the relevant Member unless following such purchase there would no longer be any issued Shares and may make payment for

such purchase or for any redemption of Shares in any manner authorised by the Act, including out of capital; and

(b) reduce its share capital and any capital redemption reserve fund in any manner whatsoever.

12. Variation of Share Rights

12.1 If at any time the share capital is divided into different classes of Shares, all or any of the special

rights attached to any class of Shares (unless otherwise provided by the terms of issue of the Shares of that class) may be varied or

abrogated with the consent in writing of the holders of not less than two thirds of the issued Shares of that class or with the sanction

of a resolution passed by the holders of not less than two thirds of the issued Shares of that class as may be present in person or by

proxy at a separate general meeting of the holders of the Shares of that class. To any such separate general meeting, all of the provisions

of these Articles relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be any one or more

persons holding or representing by proxy not less than one third of the issued Shares of the class and that any holder of Shares of the

relevant class present in person or by proxy may demand a poll.

12.2 For the purpose of a separate class meeting, the Directors may treat two or more of all classes of Shares

as forming one class if they consider that such class of Shares would be affected in the same way by the proposals under consideration.

12.3 The rights conferred upon the holders of any Shares shall not, unless otherwise expressly provided in

the rights attaching to such Shares, be deemed to be altered by the creation or issue of further Shares ranking pari passu therewith.

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13. Non-recognition of Trusts

13.1 Except as required by the Act or these Articles, or under an order of a court of competent jurisdiction,

the Company shall not be bound by or compelled to recognise in any way, even when notice thereof is given to it, any equitable, contingent,

future or partial interest in any Share, or any other rights in respect of any Share other than an absolute right to the entirety thereof

in the registered holder.

14. Lien

14.1 The Company shall have a first and paramount lien on every Share (not being a fully paid Share) for all

moneys (whether presently payable or not) called or payable at a date fixed by or in accordance with the terms of issue of such Share

in respect of that Share, and the Company shall also have a first and paramount lien on every Share (other than a fully paid up Share)

standing registered in the name of a Member, whether singly or jointly with any other person for all debts and liabilities of a Member

or his estate to the Company, whether the same shall have been incurred before or after notice to the Company of any interest of any person

other than such Member, and whether the time for the payment or discharge of the same shall have actually arrived or not, and notwithstanding

that the same are joint debts or liabilities of such Member or his estate and any other person, whether a Member or not. The Directors

may at any time, either generally or in any particular case, waive any lien that has arisen or declare any Share to be wholly or in part

exempt from the provisions of this Article. The Company's lien, if any, on a Share shall extend to all dividends payable thereon.

14.2 The Company may sell, in such manner as the Directors think fit, any Share on which the Company has a

lien, provided a sum in respect of which the lien exists is presently payable, and is not paid within fourteen days after a notice in

writing has been given to the registered holder for the time being of the Share, demanding payment of the sum presently payable and giving

notice of the intention to sell in default of such payment.

14.3 For giving effect to any such sale, the Directors may authorise any person to transfer the Share sold

to the purchaser thereof. The purchaser shall be registered as the holder of the Share comprised in any such transfer and he shall not

be bound to see to the application of the purchase money, nor shall his title to the Share be affected by any irregularity or invalidity

in the proceedings relating to the sale.

14.4 The net proceeds of such sale shall be applied in payment or discharge of the debt or liability in respect

of which the lien exists and as is presently payable, and any balance shall (subject to a like lien for debts or liabilities not presently

payable as existed upon the Shares prior to the sale) be paid to the person who was the registered holder of the Share immediately before

such sale.

15. Calls on Shares

15.1 The Directors may from time to time make calls upon the Members in respect of any moneys unpaid on their

Shares (whether in respect of the par value of the Shares or premium or otherwise and not, by the terms of issue thereof, made payable

at a future date fixed by or in accordance with such terms of issue); and each Member shall (subject to the Company serving upon him at

least 14 days’ notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified

the amount called on his Shares. A call may be revoked or postponed by the Directors wholly or in part as the Directors may determine.

A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed.

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15.2 Payment of a call may be made by instalments on the direction of the Directors.

15.3 If a sum called in respect of a Share is not paid before or on the day appointed for payment thereof,

the person from whom the sum is due shall pay interest on the sum from the day payment is due to the time of the actual payment at such

rate as the Directors may determine, but the Directors may waive payment of such interest wholly or in part.

15.4 Any sum payable in respect of a Share on issue or allotment or at any fixed date, whether in respect of

the par value of the Share or premium or otherwise, shall be deemed to be a call and if it is not paid all the relevant provisions as

to payment of interest, forfeiture or otherwise of these Articles shall apply as if such sum had become due and payable by virtue of a

call duly made and notified.

15.5 The Directors may issue Shares with different terms as to the amount and times of payment of calls.

15.6 The joint holders of a Share shall be jointly and severally liable to pay calls in respect thereof.

15.7 The Directors may, if they think fit, receive from any Member willing to advance the same, all or any

part of the moneys uncalled and unpaid upon any Shares held by him; and may (until the amount would otherwise become payable) pay interest

at such rate (not exceeding six per cent without the sanction of the Company in general meeting) as may be agreed upon between the Member

paying the sum in advance and the Directors.

16. Forfeiture of Shares

16.1 If a Member fails to pay any call or instalment of a call by the date it becomes due and payable, the

Directors may, at any time thereafter while such call or instalment remains unpaid, give notice to the Member requiring payment of the

unpaid portion of the call or instalment, together with any accrued interest and expenses incurred by the Company by reason of such non-payment.

16.2 The notice shall specify where and by what date (not being less than the expiration of 14 days’

from the date of the notice) payment is to be made and shall state that if it is not complied with the Shares in respect of which the

call was made will be liable to be forfeited. The Directors may accept the surrender of any Share liable to be forfeited hereunder and,

in such case, references to these Articles to forfeiture shall include surrender.

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16.3 If such notice is not complied with, any Share in respect of which the notice was given may thereafter,

before the payment of all calls or instalments and interest due in respect thereof has been made, be forfeited by a resolution of the

Directors. Such forfeiture shall include all dividends declared, other distributions or other monies payable in respect of the forfeited

Shares and not paid before the forfeiture.

16.4 A forfeited Share may be sold, re-allotted or otherwise disposed of upon such terms and in such manner

as the Directors shall think fit, and at any time before a sale, re-allotment or disposition, the forfeiture may be cancelled on such

terms as the Directors think fit.

16.5 A person whose Shares have been forfeited shall cease to be a Member in respect of the forfeited Shares,

but shall remain liable to pay to the Company all moneys which at the date of forfeiture were presently payable by him in respect of the

Shares together with interest at such rate as the Directors may determine from the date of forfeiture until payment, but his liability

shall cease if and when the Company receives payment in full of all amounts due in respect of the Shares. The Company may enforce payment

without being under any obligation to make any allowance for the value of the Shares forfeited.

16.6 An affidavit in writing by a Director or Secretary of the Company that a Share has been duly forfeited

on a specified date, shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share.

The Company may receive the consideration, if any, given for the Share on any sale, re-allotment or disposition thereof and may authorise

some person to execute a transfer of the Share in favour of the person to whom the Share is sold, re-allotted or otherwise disposed of,

and he shall thereupon be registered as the holder of the Share, and shall not be bound to see to the application of the purchase money

(if any) nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture,

sale, re-allotment or disposition of the Share.

16.7 The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which,

by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share, or by way of premium

or otherwise, as if the same had been made payable by virtue of a call duly made and notified to the Member.

17. Increase of Capital

17.1 The Company may from time to time by Ordinary Resolution increase its share capital by such sum, to be

divided into new Shares of such par value, and with such rights, priorities and privileges attached thereto as the resolution shall prescribe.

17.2 Subject to any directions given by the Company in a general meeting, all new Shares shall be at the disposal

of the Directors in accordance with these Articles.

17.3 The new Shares shall be subject to the same provisions of these Articles with reference to the payment

of calls, lien, forfeiture, transfer, transmission and otherwise, as the Shares in the original share capital.

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18. Alteration of Capital

18.1 The Company may from time to time by Ordinary Resolution:

(a) consolidate and divide all or any of its share capital into Shares of larger par value than its existing

Shares;

(b) sub divide its existing Shares, or any of them, into Shares of smaller par value than is fixed by the

Memorandum, subject nevertheless to the provisions of section 13 of the Act;

be taken by any person; and

(d) convert all or any paid up Shares into stock, and reconvert all or any stock into paid up Shares of any

denomination.

18.2 The Company may from time to time by Special Resolution:

(a) divide its Shares into several classes and attach to such classes any preferential, deferred, or special

rights or restrictions in accordance with these Articles;

(b) change the currency denomination of its share capital; and

19. General Meetings

19.1 The Directors may, whenever they think fit, convene an extraordinary general meeting. If at any time there

are not sufficient Directors capable of acting to form a quorum, any Director, or any one or more Members holding in the aggregate not

less than one third of the total issued share capital of the Company entitled to vote, may convene an extraordinary general meeting in

the same manner as nearly as possible as that in which meetings may be convened by the Directors.

19.2 The Directors shall, upon the requisition in writing of one or more Members holding in the aggregate not

less than one tenth of such paid up capital of the Company as at the date of the requisition carries the right of voting at general meetings,

convene an extraordinary general meeting. Any such requisition shall express the object of the meeting proposed to be called, and must

be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form, each signed

by one or more requisitionists.

19.3 If there are no Directors as at the date of the deposit of the Members’ requisition or if the Directors

do not convene a general meeting within 21 days from the date of the deposit, the requisitionists or any or any of them or any other Member

or Members holding in the aggregate not less than one tenth of such paid up capital of the Company as at the date of the requisition,

may convene an extraordinary general meeting. A general meeting convened by requisitionists shall be convened in the same manner as nearly

as possible as that in which general meetings are to be convened by the Directors.

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20. Notice of General Meetings

20.1 At least five clear days’ notice shall be given of any general meeting. Every notice shall specify

the place, the day and the time of meeting and, in the case of special business, the general nature of the business to be conducted at

the general meeting, and shall be given in the manner provided in these Articles or in such other manner (if any) as may be prescribed

by the Company, to such persons as are entitled to receive such notices from the Company. A general meeting may be convened by such shorter

notice, or without notice, by a majority in number of the Members having the right to attend and vote at the meeting, being a majority

together holding not less than ninety-five percent in nominal value of the Shares giving that right.

20.2 The accidental omission to give notice of a meeting to, or the non-receipt of a notice of a meeting by,

any Member entitled to receive notice shall not invalidate the proceedings at any meeting.

21. Proceedings at General Meetings

21.1 All business shall be deemed special that is transacted at an extraordinary general meeting.

21.2 No business shall be transacted at any general meeting unless a quorum of Members is present at the time

that the meeting proceeds to business, but the absence of a quorum shall not preclude the appointment, choice or election of a chairman,

which shall not be treated as part of the business of the Meeting. Save as herein otherwise provided, one or more Members holding in the

aggregate not less than one third of the total issued share capital of the Company present in person or by proxy and entitled to vote

shall be a quorum.

21.3 If within five minutes (or such longer time as the chairman of the meeting may determine to wait) after

the time appointed for the meeting, a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved.

In any other case, it shall stand adjourned to the same day in the next week, at the same time and place, and if at the adjourned meeting

a quorum is not present within half an hour from the time appointed for the meeting, the Members present shall be a quorum.

21.4 A meeting of the Members may be held by telephone, electronic or other communication facilities (including,

without limiting the generality of the foregoing, by telephone or video conferencing) by which all persons participating in the meeting

can communicate with each other simultaneously and instantaneously, and participation in such a general meeting shall constitute presence

in person at such meeting.

21.5 Any Director shall be entitled to attend and speak at any general meeting of the Company.

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21.6 The chairman (if any) of the Board of Directors shall preside as chairman at every general meeting of

the Company. If there is no such chairman, or if at any meeting he is not present within five minutes after the time appointed for holding

the meeting or is unwilling to act as chairman, the Directors present shall choose one of their number to act or, if only one Director

is present, he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to

take the chair, the Members present and entitled to vote shall elect one of their number to be chairman.

21.7 The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed

by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting

other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for ten days

or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary

to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

22. Voting

22.1 Save where a Special Resolution or other greater majority is required by the Act or these Articles, any

question proposed for consideration at any general meeting shall be decided by an Ordinary Resolution.

22.2 At any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands,

unless (before or on the declaration of the result of the show of hands, or on the withdrawal of any other demand for a poll) a poll is

demanded by:

(a) the chairman of the meeting; or

(b) at least three Members present in person or by proxy; or

the total voting rights of all the Members having the right to vote at such meeting; or

(d) a Member or Members present in person or by proxy holding Shares conferring the right to vote at such

meeting, being Shares on which an aggregate sum has been paid up equal to not less than one tenth of the total sum paid up on all such

Shares conferring such right.

22.3 Unless a poll is duly demanded and the demand is not withdrawn, a declaration by the chairman that a resolution

has, on a show of hands, been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the

minutes of the proceedings of the Company shall be conclusive evidence of that fact, without proof of the number or proportion of the

votes recorded in favour of, or against, that resolution. The demand for a poll may be withdrawn by the person or any persons making it

at any time prior to the declaration of the result of the poll.

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22.4 If a poll is duly demanded, it shall be taken in such manner as the chairman directs, and the result of

the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

22.5 In the case of an equality of votes at a general meeting, whether on a show of hands or on a poll, the

chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall not be entitled to a second or

casting vote and the resolution shall fail.

22.6 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith.

A poll demanded on any other question shall be taken in such manner and either forthwith or at such time later in the meeting as the chairman

of the meeting shall direct.

22.7 The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business

other than the question on which the poll has been demanded and it may be withdrawn at any time before the close of the meeting or the

taking of the poll, whichever is the earlier.

22.8 On a poll votes may be cast either personally or by proxy.

22.9 A person entitled to more than one vote on a poll need not use all his votes or cast all the votes he

uses in the same way.

22.10 On a show of hands, every Member present in person or by proxy and entitled to vote shall have one vote.

On a poll, every Member present in person or by proxy and entitled to vote shall have one vote for each Share of which he is the registered

holder.

22.11 In the case of joint holders of a Share, the vote of the senior who tenders a vote, whether in person

or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and for this purpose seniority shall be determined

by the order in which the names stand in the Register of Members in respect of the joint holding.

22.12 A Member of unsound mind, or, in respect of whom an order has been made by any court having jurisdiction

in lunacy, may vote, whether on a show of hands or on a poll, by his receiver, committee, curator bonis or other person of similar

nature appointed by such court, and any such receiver, committee, curator bonis or other person may vote by proxy and may otherwise act

and be treated as such Member for the purpose of the general meetings.

22.13 No Member, unless the Directors otherwise determine, shall be entitled to vote at any general meeting,

unless all calls or other sums presently payable by him in respect of Shares in the Company have been paid.

22.14 No objection shall be raised as to the qualification of any voter or as to whether any votes have been

properly counted except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every

vote not disallowed at the meeting shall be valid. Any objection made in due time and in accordance with these Articles shall be referred

to the chairman whose decision shall be final and conclusive.

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23. Proxies and Corporate Representatives

23.1 Subject to these Articles, each Member entitled to attend and vote at a general meeting may attend and

vote at the general meeting:

(a) in person, or where a Member is a company or non-natural person, by a duly authorised corporate representative;

(b) by one or more proxies.

23.2 A proxy or corporate representative need not be a Member.

23.3 The instrument appointing a proxy shall be in writing under the hand of the Member or his duly authorised

attorney or, if the Member is a corporation, under the hand of its duly authorised representative.

23.4 An instrument appointing a proxy may be in any usual or common form (or such other form as the Directors

may approve) and may be expressed to be for a particular meeting or any adjournment thereof or may appoint a standing proxy until notice

of revocation is received at the Registered Office or at such place or places as the Directors may otherwise specify for the purpose.

23.5 Any corporation which is a Member of the Company may by resolution of its directors or other governing

body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members of the

Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as

that corporation could exercise if it were an individual Member of the Company.

23.6 The instrument appointing a proxy or corporate representative, and the power of attorney (if any) under

which it is signed, together with such other evidence as to its due execution as the Directors may from time to time require, shall be

deposited at the Registered Office of the Company or at such other place as is specified for that purpose in the notice convening the

meeting or in any notice of any adjournment or, in either case or the case of a written resolution, in any document sent therewith, not

less than 24 hours (or such longer or shorter time as the Directors may determine) before the time for holding the meeting or adjourned

meeting at which the person named in the instrument proposes to vote.

23.7 In default of any of the provisions in these Articles to deposit any instrument of proxy or authorisation

at the Registered Office of the Company or at such other place as is specified for that purpose in the notice convening the meeting, the

instrument of proxy or authorisation shall not be treated as valid provided that the chairman of the meeting may in his discretion accept

an instrument of proxy or authorisation sent by email or fax upon receipt of email or fax confirmation that the signed original thereof

has been sent.

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23.8 The operation of a standing proxy or authorisation shall be suspended at any general meeting or adjournment

thereof at which the Member is present in person or by specially appointed proxy. The Directors may require evidence as to the due execution

and continuing validity of any standing proxy or authorisation and the operation of any such standing proxy or authorisation shall be

deemed to be suspended until the Directors determine that they have received such satisfactory evidence.

23.9 In the case of a poll taken subsequently to the date of a meeting or adjourned meeting, the instrument

appointing the proxy or corporate representative referred to in these Articles shall be deposited at the Registered Office of the Company

or at such other place as is specified for that purpose in the notice convening the meeting before the time appointed for the taking of

the poll.

23.10 The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a

poll, to speak at the meeting and to vote on any amendment of a written resolution or amendment of a resolution put to the meeting for

which it is given as the proxy thinks fit. The instrument of proxy or authorisation shall, unless the contrary is stated therein, be valid

as well for any adjournment of the meeting as for the meeting to which it relates.

23.11 A vote given in accordance with the terms of an instrument of proxy or authorisation shall be valid notwithstanding

the previous death or unsoundness of mind of the principal, or revocation of the proxy or of the corporate authority, unless notice in

writing of such death, unsoundness of mind or revocation was received by the Company at the Registered Office (or such other place as

may be specified for the delivery of instruments of proxy or authorisation in the notice convening the meeting or other documents sent

therewith) before the commencement of the general meeting, or adjourned meeting, at which the instrument or proxy is used.

23.12 In the case of a written resolution to be signed by a corporate representative, the instrument appointing

the corporate representative shall be deposited at the Registered Office of the Company or at such other place as is specified for that

purpose in the notice convening the meeting prior to the effective date of the written resolution.

23.13 Subject to the Act, the Directors may at their discretion waive any of the provisions of these Articles

relating to proxies or authorisations and, in particular, may accept such verbal or other assurances as they think fit as to the right

of any person to attend, speak and vote on behalf of any Member at general meetings or to sign written resolutions.

24. Appointment and Removal of Directors

24.1 The names of the first Directors shall be determined in writing by the subscriber of the Memorandum.

24.2 The number of Directors shall be not less than one nor, unless the Members by Ordinary Resolution may

otherwise determine, more than ten. Directors shall serve for such term as the Members by Ordinary Resolution may determine, or in the

absence of such determination, until they are removed from office or are disqualified or resign under the terms of these Articles.

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24.3 The Directors shall have the power at any time, and from time to time, to appoint any person to be a Director,

either to fill a vacancy or as an additional Director.

24.4 The Company may by Ordinary Resolution appoint and remove a Director or Directors.

24.5 No shareholding qualification shall be required for Directors unless otherwise required by the Company

by Ordinary Resolution.

25. Resignation and Disqualification of Directors

25.1 The office of Director shall ipso facto be vacated if the Director:

(a) resigns his office by notice in writing to the Company; or

(b) becomes of unsound mind and the Directors resolve that his office is vacated; or

generally; or

(d) if he ceases to be a Director by virtue of, or becomes prohibited from being a Director by reason of,

an order made under any provisions of any law or enactment.

26. Powers and Duties of Directors

26.1 The business of the Company shall be managed by the Directors, who may pay all expenses incurred in promoting

and registering the Company and may exercise all such powers of the Company as are not, by the Act or these Articles, required to be exercised

by the Company in general meeting, subject, nevertheless, to any clause of these Articles, to the provisions of the Act and to such regulations,

being not inconsistent with the aforesaid clauses or provisions, as may be prescribed by the Company in general meeting but no regulation

made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if that regulation

had not been made.

26.2 The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its

undertaking, property and assets (present and future) and uncalled capital or any part thereof, to issue debentures, debenture stock and

other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party.

26.3 All cheques, promissory notes, drafts, bills of exchange and other instruments, whether negotiable or

not, and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may

be, in such manner as the Directors shall from time to time by resolution determine.

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26.4 The Directors on behalf of the Company may provide benefits, whether by the payment of gratuities or pensions

or otherwise, for any person including any Director or former Director who has held any executive office or employment with the Company

or any body corporate which is or has been a subsidiary or affiliate of the Company or a predecessor in the business of the Company or

of any such subsidiary or affiliate, and to any member of his family or any person who is or was dependent on him, and may contribute

to any fund and pay premiums for the purchase or provision of any such gratuity, pension or other benefit, or for the insurance of any

such person.

26.5 No document or deed otherwise duly executed and delivered by or on behalf of the Company shall be regarded

as invalid merely because at the date of delivery of the deed or document, the Director, Secretary or other officer or person who shall

have executed the same and/or affixed the Seal (if any) thereto as the case may be for and on behalf of the Company shall have ceased

to hold such office or to hold such authority on behalf of the Company.

26.6 The Directors may from time to time appoint one of their number to be a managing director, joint managing

director or an assistant managing director or to hold any other employment or executive office with the Company for such period and upon

such terms as the Directors may determine and may revoke or terminate any such appointments. Any such revocation or termination as aforesaid

shall be without prejudice to any claim for damages that such Director may have against the Company or the Company may have against such

Director for any breach of any contract of service between him and the Company which may be involved in such revocation or termination.

Any person so appointed shall receive such remuneration (if any) (whether by way of salary, commission, participation in profits or otherwise)

as the Directors may determine, and either in addition to or in lieu of his remuneration as a Director.

26.7 Notwithstanding any provision in these Articles to the contrary, a sole Director shall be entitled to

exercise all of the powers and functions of the Directors which may be imposed on them by Act or by these Articles.

27. Proceedings of Directors

27.1 The Directors may meet together (either within or without the Cayman Islands) for the despatch of business,

adjourn and otherwise regulate their meetings and proceedings, as they think fit. Questions arising at any meeting shall be decided by

a majority of votes. In case of an equality of votes the chairman shall not have a second or casting vote and the motion shall be deemed

to have been lost.

27.2 A Director or alternate Director may, and the Secretary on the requisition of a Director or alternate

Director shall, at any time, summon a meeting of Directors by at least five days’ notice in writing to every Director and alternate

Director which notice shall set forth the general nature of the business to be considered provided however that notice may be waived by

all the Directors (or their alternates) either at, before or retrospectively after the meeting is held provided further that notice or

waiver thereof may be given by email or fax.

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27.3 The quorum for the transaction of the business of the Directors may be fixed by the Directors and unless

so fixed by the Directors, shall be two Directors, and shall be one if there is a sole Director. An alternate appointed by a Director

shall be counted in a quorum at a meeting at which the Director appointing him is not present provided always that where a Director is

acting in his own right and also as an alternate he is only counted once in the quorum. A Director who ceases to be a Director at a meeting

of the Directors may continue to be present and to act as a Director and be counted in the quorum until the termination of the meeting

provided no other Director objects and if otherwise a quorum of Directors would not be present.

27.4 The continuing Directors may act notwithstanding any vacancy in their body, but, if and so long as their

number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors

may act for the purpose of increasing the number of Directors to that number, or of summoning a general meeting of the Company, but for

no other purpose.

27.5 The Directors may elect a chairman of their meetings and determine the period for which he is to hold

office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed

for holding the same, the Directors present may choose one of their number to be chairman of the meeting.

27.6 A resolution in writing signed by all of the Directors or all of the members of a committee of Directors

for the time being entitled to receive notice of a meeting of the Directors (or by an alternate Director as provided in these Articles),

including a resolution signed in counterpart and/or sent or evidenced by way of signed fax or electronic transmission, shall be as valid

and effectual as if it had been passed at a meeting of the Directors or of a committee of Directors duly called and constituted.

27.7 To the extent permitted by law, a meeting of the Directors or a committee appointed by the Directors may

be held by means of such telephone, electronic or other communication facilities (including, without limiting the generality of the foregoing,

by telephone or by video conferencing) as permit all persons participating in the meeting to communicate with each other simultaneously

and instantaneously and participation in such a meeting shall constitute presence in person at such meeting. Such a meeting shall be deemed

to take place where the largest group of those Directors participating in the meeting is physically assembled, or, if there is no such

group, where the chairman of the meeting then is.

27.8 All acts done by any meeting of the Directors or of a committee of Directors, or by any person acting

as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director

or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed

and was qualified to be a Director.

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27.9 The Directors shall cause minutes to be made and records kept for the purpose of recording:

(a) all appointments of officers made by the Directors;

(b) the names of the Directors and other persons present at each meeting of the Directors and of any committee

of the Directors; and

and of the Directors and of committees of Directors; and the chairman of all such meetings or of any meeting confirming the minutes thereof

shall sign the same.

28. Directors’ Interests

28.1 A Director may hold any other office or place of profit with the Company (except that of Auditor) in conjunction

with his office of Director for such period and upon such terms as to remuneration and otherwise as the Directors may determine.

28.2 A Director or officer may act by himself or his firm in a professional capacity for the Company (otherwise

than as Auditor), and he or his firm shall be entitled to remuneration for professional services as if he were not a Director or officer.

28.3 No Director or officer shall be disqualified from his office or prevented by such office from holding

any office or place of profit under the Company or under any company in which the Company shall be a Member or have any interest, or from

contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered

into by or on behalf of the Company in which any Director or officer shall be in any way interested be or be liable to be avoided nor

shall any Director or officer so contracting, dealing or being so interested be liable to account to the Company for any profit realised

by any such contract or transaction by reason of such Director holding office or of the fiduciary relation thereby established.

28.4 A Director (or his alternate Director in his absence) shall be at liberty to vote in respect of any contract

or transaction in which he is interested provided that the nature of the interest of the Director in any such contract or transaction

shall be disclosed by him at or prior to its consideration and any vote thereon.

28.5 The nature of the interest of any Director or officer in any contract, dealing or transacting with or

affecting the Company shall be disclosed by him at or prior to its consideration and any vote thereon and a general notice that a Director

or officer is a shareholder of any specified firm or company and/or is to be regarded as interested in any transaction with such firm

or company shall be sufficient disclosure hereunder and after such general notice it shall not be necessary to give special notice relating

to any particular transaction.

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29. Delegation of Directors’ Powers

29.1 Directors may from time to time and at any time by power of attorney or otherwise appoint any company,

firm or person or fluctuating body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys

of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the

Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney

may contain such provisions for the protection and convenience of persons dealing with any such attorney and of such attorney as the Directors

may think fit and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him.

29.2 The Directors may delegate any of the powers exercisable by them to a Managing Director, Director or any

other person or persons acting individually or jointly as they may from time to time by resolution appoint upon such terms and conditions

and with such restrictions as they may think fit, and may from time to time by resolution revoke, withdraw, alter or vary all or any such

powers.

30. Alternate Directors

30.1 Any Director may by writing appoint any other Director, or other person willing to act, to be his alternate

and remove his alternate so appointed by him. Such appointment or removal shall be by notice to the Registered Office signed by the Director

making or revoking the appointment or in any other manner approved by the Directors, and shall be effective on the date the notice is

served and the alternate shall be notified of such appointment or revocation. Subject to the removal by the appointing Director, the alternate

shall continue in office until the date on which the Director who appointed him ceases to be a Director. An alternate may also be a Director

in his own right and may act as alternate to more than one Director.

30.2 An alternate shall be entitled to receive notice of all meetings of the Directors, attend, be counted

in the quorum, vote and act in the place of the Director who appointed him at every such meeting at which the appointing Director is not

personally present, and generally to perform all the functions of the Director who appointed him as a Director in his absence.

30.3 These Articles (except as regards powers to appoint an alternate and remuneration) apply equally to the

alternate as though he were the Director in his own right.

30.4 An alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible

for his own acts and defaults and shall not be deemed to be the agent of the Director appointing him. The signature of an alternate to

any resolution in writing of the Directors or a committee thereof shall, unless the terms of the appointment provide to the contrary,

be as effective as the signature of each Director to whom he is alternate Director.

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31. Committees of Directors

31.1 The Directors may delegate any of their powers to committees consisting of such member or members of their

body as they think fit; any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may

be imposed on it by the Directors.

31.2 A committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting

the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their

number to be chairman of the meeting.

31.3 A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined

by a majority of votes of the members present and in case of an equality of votes the chairman shall not have a second or casting vote

and the motion shall be deemed to have been lost.

32. Officers

32.1 The Directors may appoint a Secretary and such other officers as they may from time to time consider necessary

upon such terms as to duration of office, remuneration and otherwise as they may think fit. Such Secretary or other officers need not

be Directors and in the case of the other officers may be ascribed such titles as the Directors may decide and the Directors may revoke

or terminate any such election or appointment. Any such revocation or termination shall be without prejudice to any claim for any damages

that such officer may have against the Company or the Company may have against such officer for any breach of any contract of service

between him and the Company which may be involved in such revocation or termination. Save as provided in the Act or these Articles, the

powers and duties of the officers of the Company shall be such (if any) as are determined from time to time by the Directors.

33. Directors’ Remuneration

33.1 The remuneration to be paid to the Directors, if any, shall be determined by the Company in general meeting

or, in the absence of such a determination, by the Directors.

33.2 Each Director shall also be entitled to be paid his reasonable travelling, hotel and other expenses properly

incurred by him in connection with his attendance at meetings of the Directors, committees of the Directors or general meetings of the

Company, or otherwise in connection with the business of the Company, or to receive a fixed allowance in respect thereof as may be determined

by the Directors, or a combination partly of one such method and partly the other.

33.3 The Directors may by resolution approve additional remuneration to any Director for services which in

the opinion of the Directors go beyond the ordinary duties of a Director, and such extra remuneration shall be in addition to any remuneration

provided for, by or pursuant to any other Article.

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34. Seals and Deeds

34.1 The Directors may determine that the Company shall have a Seal, and if they so determine, shall provide

for the safe custody of the Seal. The Seal shall only be used by the authority of the Directors and in the presence of a Director or the

Secretary or such other person as the Directors may by resolution appoint for this purpose, and every instrument to which the Seal affixed

shall be signed by the relevant person. Notwithstanding the above, annual returns and notices filed under the Act may be executed either

as a deed or under Seal and in either case without the need for the authority of a resolution of the Directors.

34.2 The Company may maintain in any place or places outside the Cayman Islands a facsimile of any Seal and

such facsimile seal shall be affixed in the same way as if it were the Seal.

34.3 In accordance with the Act, the Company may execute any deed or other instrument (which would otherwise

be required to be executed under Seal) by the signature of such deed or instrument as a deed by a Director or by the Secretary of the

Company or by such other person as the Directors may appoint or by any other person or attorney on behalf of the Company appointed by

a deed or other instrument executed as a deed by a Director or the Secretary or such other person as aforesaid.

35. Dividends

35.1 The Directors may from time to time declare dividends to be paid to the Members according to their rights

and interests, including such interim dividends as appear to the Directors to be justified by the position of the Company. The Directors

may also pay any fixed cash dividend which is payable on any Shares of the Company half yearly or on such other dates, whenever the position

of the Company, in the opinion of the Directors, justifies such payment.

35.2 No dividend or other distribution in relation to any Shares shall be paid except out of the realised or

unrealised profits of the Company, out of the share premium account or as otherwise permitted by law.

35.3 Subject to the rights of Members, if any, entitled to Shares with special rights as to dividends, all

dividends shall be declared and paid according to the amount paid up on the Shares in respect of which the dividend is paid and any dividend

on any class of Shares not fully paid shall be declared and paid according to the amounts paid on the Shares of that class, but if and

so long as nothing is paid up on any of the Shares in the Company, dividends may be declared and paid according to the number of Shares.

No amount paid on a Share in advance of calls shall, while carrying interest, be treated for the purposes of this Article as paid on the

Share. Dividends may be apportioned and paid pro rata according to the amounts paid-up on the Shares during any portion or portions of

the period in respect of which the dividend is paid.

35.4 The Directors may deduct from any dividend, distribution or other monies payable to a Member by the Company

on or in respect of any Shares all sums of money (if any) presently payable by him to the Company on account of calls or otherwise in

respect of Shares of the Company.

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35.5 If several persons are registered as joint holders of any Share, any of them may give effectual receipts

for any dividend or other money payable on or in respect of the Share.

35.6 Any dividend may be paid by cheque or warrant sent through the post to the address of the Member or person

entitled thereto in the Register of Members or, in the case of joint holders addressed to the holder whose name stands first in the Register

of Members in respect of the Shares at his registered address as appearing on the Register of Members or to such person and such address

as the Member or person entitled or such joint holders as the case may be may direct in writing. Every such cheque or warrant shall, unless

the holder or joint holders may in writing direct, be made payable to the order of the person to whom it is sent or to the order of the

holder or, in the case of joint holders, to the order of the holder whose name stands first in the Register of Members in respect of such

Shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute

a good discharge to the Company. Any one of two or more joint holders may give effectual receipts for any dividends, distributions or

other monies payable or property distributable in respect of the Shares held by such joint holders.

35.7 The Directors may declare that any dividend or distribution is paid wholly or partly by the distribution

of specific assets and, in particular, of paid up shares, debentures or debenture stock of any other company or in any one or more of

such ways, and where any difficulty arises in regard to such dividend or distribution, the Directors may settle the same as they think

expedient, and in particular may issue fractional Shares or ignore fractions altogether and may fix the value for dividend or distribution

of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the basis of the value

so fixed in order to secure equality of distribution, and may vest any such specific assets in trustees as may seem expedient to the Directors.

35.8 No dividend or other distribution or other monies payable by the Company on or in respect of any Share

shall bear interest against the Company.

35.9 All unclaimed dividends or distributions may be invested or otherwise made use of by the Directors for

the benefit of the Company until claimed. Any dividend or distribution unclaimed by a Member six years after the dividend or distribution

payment date shall be forfeited and revert to the Company.

36. Reserves

36.1 The Directors may, before declaring any dividend or distribution, set aside such sums as they think proper

as a reserve or reserves which shall, at the discretion of the Directors, be applicable for meeting contingencies, or for equalising dividends,

or for any other purpose of the Company, and pending such application may, in their discretion, be employed in the business of the Company

or be invested in such manner as the Directors may from time to time think fit. The Directors may also without placing the same to reserve

carry forward any sums which they think it prudent not to distribute.

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37. Capitalisation of Profits

37.1 The Directors may capitalise any sum standing to the credit of any of the Company’s reserve accounts

which are available for distribution (including its Share Premium Account and capital redemption reserve fund, subject to the Act) or

any sum standing to the credit of the profit and loss account or otherwise available for distribution and to appropriate such sums to

Members in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits by way

of dividend and to apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully

paid-up to and amongst them in the proportion aforesaid.

37.2 Where any difficulty arises in regard to any distribution under the last preceding Article, the Directors

may settle the same as they think expedient and, in particular, may authorise any person to sell and transfer any fractions or may resolve

that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether,

and may determine that cash payments should be made to any Members in order to adjust the rights of all parties, as may seem expedient

to the Directors. The Directors may appoint any person to sign on behalf of the persons entitled to participate in the distribution any

contract necessary or desirable for giving effect thereto and such appointment shall be effective and binding upon the Members.

38. Share Premium Account

38.1 The Directors shall in accordance with the Act establish a Share Premium Account and shall carry to the

credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any Share.

38.2 There shall be debited to any Share Premium Account on the redemption or purchase of a Share the difference

between the nominal value of such Share and the redemption or purchase price provided always that at the discretion of the Directors such

sum may be paid out of the profits of the Company or, if permitted by the Act, out of capital.

39. Accounting Records

39.1 The Directors shall cause to be kept accounting records sufficient to give a true and fair view of the

state of the Company's affairs and to show and explain its transactions and otherwise in accordance with the Act.

39.2 The accounting records shall be kept at the Registered Office or at such other place or places as the

Directors think fit, and shall at all times be open to inspection by the Directors. No Member (who is not also a Director) shall have

any right to inspect any accounting record or book or document of the Company except as conferred by law or authorised by the Directors

or by the Members by Ordinary Resolution.

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39.3 From time to time the Company in general meeting may determine (or revoke, alter or amend any such determination)

or, failing such determination, the Directors may determine (or revoke, alter or amend any such determination):

(a) that the accounts of the Company be audited and the appointment of the Auditors;

(b) that there be prepared and sent to each Member and other person entitled thereto a profit and loss account,

a balance sheet, group accounts and/or reports for such period and on such terms as they may determine; and

copy of the Auditor's report.

40. Financial Year End

The financial year end of the Company

shall be as 31 December in each calendar year or as otherwise determined by the Board of Directors.

41. Service of Notices and Documents

41.1 Notices or other documents or communications may be given to any Member by the Company either personally

or by sending it by courier, post, fax or email to him to his registered address, or (if he has no registered address) to the address,

if any, supplied by him to the Company for the giving of notices to him. Any notice shall be deemed to be effected:

(a) if delivered personally or sent by courier, by properly addressing and prepaying a letter containing the

notice; and to have been effected, in the case of a notice of a meeting, when delivered;

(b) if sent by post, by properly addressing, prepaying, and posting a letter containing the notice (by airmail

if available) and to have been effected, in the case of a notice of a meeting, at the expiration of three days after it was posted; and

medium and to have been effected on the day the same is sent.

41.2 A notice may be given by the Company to the joint holders of a Share by giving the notice to the joint

holder named first in the Register of Members in respect of the Share.

41.3 A notice may be given by the Company to the person entitled to a Share in consequence of the death or

bankruptcy of a Member by sending it through the post in a prepaid letter addressed to them by name, or by the title of representatives

of the deceased, or trustee of the bankrupt, or by any like description, at the address, if any, supplied for the purpose by the persons

claiming to be so entitled, or (until such an address has been so supplied) by giving the notice in any manner in which the same might

have been given if the death or bankruptcy had not occurred.

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41.4 Notice of every general meeting shall be given in any manner hereinbefore authorised to:

(a) every Member entitled to vote except those Members entitled to vote who (having no registered address)

have not supplied to the Company an address for the giving of notices to them; and

(b) every person entitled to a Share in consequence of the death or bankruptcy of a Member, who, but for his

death or bankruptcy would be entitled to receive notice of the meeting.

41.5 No other persons shall be entitled to receive notices of general meeting.

42. Winding Up

42.1 Subject to the rights attaching to any Shares, if the Company shall be wound up, the liquidator may, with

the sanction of a Special Resolution and any other sanction required by the Act or these Articles, divide amongst the Members in kind

the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for such purpose

set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out

as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such

assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction, shall think fit,

but so that no Member shall be compelled to accept any asset upon which there is any liability.

42.2 If the Company shall be wound up and the assets available for distribution amongst the Members as such

shall be insufficient to repay the whole of the paid up capital, such assets shall be distributed so that, as nearly as may be, the losses

shall be borne by the Members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding

up, on the Shares held by them respectively. And if in a winding up the assets available for distribution amongst the Members shall be

more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed

amongst the Members in proportion to the capital paid up at the commencement of the winding up on the Shares held by them respectively.

This Article is to be without prejudice to the rights of the holders of Shares issued upon special terms and conditions.

43. Indemnity

43.1 The Company shall indemnify every Director and officer of the Company or any predecessor to the Company

(which for the avoidance of doubt, shall not include auditors of the Company), together with every former Director and former officer

of the Company or any predecessor to the Company, and may indemnify any person (other than current and former Directors and officers)

(any such Director, officer or other person, Indemnified Person), out of the assets of the Company against any liability, action,

proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any of them may incur as a result

of any act or failure to act in carrying out their functions other than such liability (if any) that they may incur by reason of their

own actual fraud or wilful default. No Indemnified Person shall be liable to the Company for any loss or damage incurred by the Company

as a result (whether direct or indirect) of the carrying out of their functions unless that liability arises through the actual fraud

or wilful default of such Indemnified Person. No person shall be found to have committed actual fraud or wilful default under this Article

unless or until a court of competent jurisdiction shall have made a finding to that effect. Each Member agrees to waive any claim or right

of action he or she might have, whether individually or by or in the right of the Company, against any Director on account of any action

taken by such Director, or the failure of such Director to take any action in the performance of his or her duties with or for the Company;

provided that such waiver shall not extend to any matter in respect of any fraud or wilful default which may attach to such Director.

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43.2 The Company shall advance to each Indemnified Person reasonable attorneys' fees and other costs and expenses

incurred in connection with the defense of any action, suit, proceeding or investigation involving such Indemnified Person for which indemnity

will or could be sought. In connection with any advance of any expenses hereunder, the Indemnified Person shall execute an undertaking

to repay the advanced amount to the Company if it shall be determined by final judgment or other final adjudication that such Indemnified

Person was not entitled to indemnification pursuant to this Article. If it shall be determined by a final judgment or other final adjudication

that such Indemnified Person was not entitled to indemnification with respect to such judgment, costs or expenses, then such party shall

not be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned to the Company (without interest)

by the Indemnified Person.

43.3 The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director

or other officer of the Company against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect

of any negligence, default, breach of duty or breach of trust of which such person may be guilty in relation to the Company.

43.4 Neither any amendment nor repeal of the Articles set forth under this heading of "INDEMNITY"

(Indemnification Articles), nor the adoption of any provision of the Company's Articles or Memorandum inconsistent with the Indemnification

Articles, shall eliminate or reduce the effect of the Indemnification Articles, in respect of any matter occurring, or any action or proceeding

accruing or arising or that, but for these Indemnification Articles, would accrue or arise, prior to such amendment, repeal or adoption

of an inconsistent provision.

44. Continuation

The Company shall

have the power, subject to the provisions of the Act and with the approval of a Special Resolution, to continue as a body incorporated

under the laws of any jurisdiction outside of the Cayman Islands and to be de-registered in the Cayman Islands.

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45. Merger and Consolidation

The Company shall

have the power to merge or consolidate with one or more other constituent companies (as defined in the Act) upon such terms as the Directors

may determine and (to the extent required by the Act) with the approval of a Special Resolution.

46. Amendment of Memorandum and Articles

Subject to the provisions

of the Act, the Company may from time to time by Special Resolution alter or amend the Memorandum or these Articles in whole or in part

provided that no such amendment shall affect the special rights attaching to any class of Shares without the consent or sanction provided

for in these Articles.

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EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2625984d1_ex10-1.htm · Sequence: 3

Exhibit 10.1

CONSULTATION AGREEMENT

THIS CONSULTATION AGREEMENT

(this “Agreement”) is made and entered into as of September 22, 2026, by and between Theravance Biopharma, Inc., an

exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”), and Susannah

Gray (“Consultant” and together with the Company, the “Parties”). Capitalized terms used but not

defined herein shall have the meaning given in that certain Agreement and Plan of Merger, dated as of June 28, 2026 (as such agreement

may be amended, restated or otherwise modified from time to time) (the “Merger Agreement”), by and among the Company,

Zymeworks, Inc. and Zymeworks Merger Sub 1.

WHEREAS, the Company desires

to retain Consultant to provide, and Consultant agrees to provide, the Services (as defined below) during the Consulting Term (as defined

below); and

WHEREAS, the Parties wish

to enter into the arrangement set forth exclusively in this Agreement.

NOW, THEREFORE, in consideration

of the mutual promises and covenants contained herein, which the Parties acknowledge is good and sufficient consideration, the Parties

covenant and agree as follows:

Engagement as a Consultant. Effective as of the Closing, the Company shall retain Consultant as an independent contractor

for the purposes of Negotiating the Company’s or any of its Affiliates’ entry into a CVR License Transaction (the “Services”).

During the Consulting Term (as defined below), Consultant shall (a) devote such time and effort as are reasonably necessary to perform

the Services required of Consultant, (b) hold herself out to third parties only as a “License Representative” of the Company

and (c) have the authority to take all actions reasonable and necessary for the purposes of Negotiating a CVR License Transaction. The

Company does not and shall not control or direct the manner or means by which Consultant performs the Services, including, but not limited

to, the time and place Consultant performs the Services. The Parties agree that the Company shall not revoke or modify its delegation

of responsibility and authority to Consultant in connection with the Services at any time during the Consulting Term. Consultant shall

have no authority to bind the Company in any manner or to make any representations or commitments on behalf of the Company, except as

expressly authorized by the Company in connection with the Services.

Compensation for Services. Consultant shall not be compensated by the Company for any Services performed pursuant

to this Agreement.

Termination. Notwithstanding anything set forth in this Agreement to the contrary, this Agreement will remain in

force until the twelve (12) month anniversary of the Closing Date. The period during which Consultant is engaged by the Company hereunder

is referred to in this Agreement as the “Consulting Term.”

Status as Independent Contractor.

(a)               Consultant

and the Company understand and acknowledge that Consultant’s relationship with the Company and its Affiliates shall solely be that

of an independent contractor and nothing in this Agreement creates a partnership, joint venture or any employer-employee relationship

between Consultant, on the one hand, and the Company or any of its Affiliates, on the other hand.

(b)               Consultant

acknowledges and agrees that Consultant shall not be eligible to participate in any vacation, group medical or life insurance, disability,

profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered to employees of the Company or any of its

Affiliates.

Ability to Engage Outside Advisors and Counsel. Notwithstanding anything to the contrary in this Agreement or the

Merger Agreement, the Consultant shall be permitted to engage and retain one or more external advisors (including, but not limited to,

legal counsel) in connection with the Services and the furtherance thereof, and the Company or its Affiliates shall pay the reasonable

and documented out-of-pocket costs and expenses incurred in connection therewith up to an aggregate amount of $400,000.

No Liability. Except as expressly set forth in this Agreement, Consultant shall have no obligation or liability to

any party to the Merger Agreement, the CVR Agreement or to the Holders, for any reason whatsoever. The Company hereby irrevocably, unconditionally

and forever acquits, releases, waives and discharges, any and all claims against Consultant with respect to, directly or indirectly, any

and all actions taken by Consultant in connection with or resulting from the Services. Subject to the terms and conditions of this Agreement,

the Company shall protect, defend, indemnify and hold harmless Consultant and Consultant’s present and former advisors, agents,

successors and assigns from and against any loss, liability or expense, including, but not limited to, attorneys’ fees and any other

related costs and expenses, incurred in connection with any claim, demand, action, suit or proceeding brought by a third party, arising

from or related to any and all actions taken by the Consultant or any of Consultant’s advisors, agents, successors or assigns pursuant

to and in furtherance of this Agreement during the Consulting Term. The Company shall, and shall cause the Surviving Company to, procure

that the “tail” insurance of the Company and Surviving Company purchased pursuant to Section 6.10 of the Merger Agreement

include coverage for the Consultant for any and all actions taken by the Consultant pursuant to and in furtherance of this Agreement during

the Consulting Term.

Access. During the Consulting Term, upon reasonable notice from Consultant, the Company

shall, and shall cause its Affiliates to, (a) provide Consultant with reasonable access to the Company’s and its Affiliates’

respective employees, officers and other personnel (collectively, “Company Personnel”) and (b) reasonably promptly

furnish to Consultant such existing and available records, data, files, reports and other information and materials of the Company and

its Affiliates (collectively, “Company Information”), in the case of each of the foregoing clauses (a) and (b), as

Consultant may reasonably require in connection with the performance of the Services. Notwithstanding the foregoing, any such consultation

or information request shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company

or its Affiliates or the prompt and timely discharge by Company Personnel of their normal duties or incur material incremental cost. All

information obtained by Consultant under this Section 7 shall be treated as Confidential Information (as defined below). Without limiting

the foregoing, the Company hereby designates Scott Platshon as the primary point of contact responsible for coordinating and facilitating

Consultant’s access to Company Personnel and Company Information.

Confidential Information.

(a)

During Consultant’s engagement and at all times following the termination of Consultant’s engagement for any

reason (or, to the extent the foregoing is not permitted by applicable law, for the maximum duration permitted by applicable law), Consultant

will keep confidential and will not, directly or indirectly, disclose or divulge to any third party or use for Consultant’s personal

benefit or for the benefit of a third party, any non-public information, matters and materials of the Company and its Affiliates, including,

without limitation, know-how, unpublished patent applications, trade secrets and other information relating to other third parties, services

and other business and financial affairs (collectively, the “Confidential Information”), in each case, of which Consultant

is or becomes aware as a result of this Agreement, whether or not such information is developed by Consultant; provided that, for

clarity, the foregoing shall not prohibit any disclosure or divulgence of Confidential Information by Consultant to a third party in connection

with the Consultant’s performance of the Services so long as such third party is bound by confidentiality obligations consistent

with such obligations in a form of confidentiality agreement agreed upon by the Company. “Confidential Information” will not

include any information which is in the public or industry domain during the Consulting Term; provided that such information is

not in the public or industry domain as a consequence of any action or inaction by Consultant in violation of this Agreement.

(b)

Pursuant to 18 U.S.C. §1833(b), Neither Consultant nor Consultant’s advisors, agents, successors or assigns will

be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made

(A) in confidence to a federal, state or local government official, either directly or indirectly, or to the attorney of Consultant or

such advisor, agent, successor or assign and (B) solely for the purpose of reporting or investigating a suspected violation of law

or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Consultant files

a lawsuit for retaliation by the Company for reporting a suspected violation of law, Consultant may disclose the trade secret to Consultant’s

attorney and use the trade secret information in the court proceeding, if Consultant (x) files any document containing the trade secret

under seal and (y) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement is intended to

conflict with 18 U.S.C. §1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section.

Further, nothing in any agreement Consultant has with the Company will prohibit or restrict Consultant from (1) voluntarily communicating

with an attorney retained by Consultant, (2) voluntarily communicating with, providing information to, or responding to any inquiries

from, or participating, cooperating or testifying in any action, investigation or proceeding with, any law enforcement, government agency

or self-regulatory organization regarding possible violations of law, in each case, without advance notice to the Company or (3) disclosing

any confidential information to a court or other administrative or legislative body in response to a subpoena, court order or written

request or legal process; provided that Consultant first promptly notifies and provides the Company with the opportunity to seek,

and join in its efforts at the sole expense of the Company, to challenge the subpoena or obtain a protective order limiting its disclosure

or other appropriate remedy.

Intellectual Property.

(a)

Consultant acknowledges and agrees that any and all work product and intellectual property, including, without limitation,

software, data, compilations, formulations, designs, materials, work papers, documentation, all other copyrightable works, inventions

(whether or not patentable), brands, slogans, trademarks, trade secrets and know-how, processes, techniques and methods, and all other

work product and improvements thereto, whether or not reduced to writing or practice, invented, developed, conceived or created by or

on behalf of Consultant in the course of Consultant’s engagement with the Company pursuant to this Agreement (including, for clarity,

in the course of any engagement by Consultant with an external advisor hereunder), either alone or jointly in conjunction with others,

and all intellectual property rights in any of the foregoing (collectively, “Consultant-Created IP”), and any and all

rights therein and in any portion thereof, shall be owned exclusively by the Company and its respective successors and assigns. Consultant

hereby irrevocably assigns to the Company or its designees for good and valuable consideration, the receipt and sufficiency of which is

hereby acknowledged, all of Consultant’s entire right, title and interest in and to any Consultant-Created IP (and any portion thereof)

throughout the world, including, without limitation, all patent, copyright, trade secret and other intellectual property rights, all pending

and future application, registration and renewal rights therefor, all rights in works based upon, derived from or incorporating Consultant-Created

IP and the right to sue, counterclaim and recover for past, present and future infringement, misappropriation or other violation of any

Consultant-Created IP (whether arising in the United States or any other jurisdiction throughout the world) (collectively, the “Assigned

IP”). As of the date of this Agreement, for purposes of the foregoing assignment, the Company hereby appoints as its designee

Theravance Biopharma Ireland Limited. If Consultant has any rights in any Assigned IP that cannot be assigned to the Company or its designees,

Consultant hereby waives the enforcement of (and agrees not to ever assert) such rights, including, without limitation, all moral rights

and rights of attribution, and hereby grants to the Company and its Affiliates a perpetual, irrevocable, worldwide, royalty-free, fully

paid-up, sublicensable (through one or multiple tiers), transferable, and exclusive license under all such Assigned IP for any and all

purposes, including to make, have made, use, sell, offer for sale, import, distribute, perform, modify, copy, publish, and otherwise exploit

any product or service. Notwithstanding anything herein to the contrary, Consultant-Created IP shall not include, and Consultant shall

retain (and shall retain all rights, title and interest in) all inventions developed by Consultant (i) for which no equipment, supplies,

facility or confidential or trade secret information of the Company was used and that was developed entirely on Consultant’s own

time and (ii) that (x) do not relate, in whole or in part, at the time of conception or reduction to practice, to the Company’s

then-existing business, or actual or demonstrably anticipated research or development and (y) do not result from any work performed by

Consultant for or on behalf of the Company.

(b)

Consultant agrees to do any and all acts and execute, acknowledge and deliver any and all documents in such manner and at

such location as may be reasonably requested by the Company (or its successors or assigns) and at the Company’s cost, at any time

during or after Consultant’s engagement with the Company, necessary to protect, perfect, evidence, obtain, maintain or enforce any

of the rights assigned, granted or promised to the Company (or its designees) by this Agreement (including any Assigned IP). Consultant

hereby irrevocably designates and appoints the Company as Consultant’s agent and attorney-in-fact, coupled with an interest and

with full power of substitution, to act for and on Consultant’s behalf to execute and file any document and to do all other lawfully

permitted acts to further the purposes of this Agreement with the same legal force and effect as if executed by Consultant.

(c)

Consultant agrees to not (i) incorporate any intellectual property or other proprietary information or confidential information

of any third party (“Third-Party Materials”) into any works or other existing or contemplated product or service of

the Company or any Consultant-Created IP, (ii) disclose to the Company, its Affiliates or any of its or their employees, contractors,

consultants, representatives or agents any Third-Party Materials or (iii) intentionally transfer, copy or download any Third-Party Materials

onto any of the Company’s computers, information technology systems or storage devices, in each case, in a manner that Consultant

knows would (or knows would cause the Company to) infringe, misappropriate or otherwise violate the intellectual property of any third

party.

(d)

Consultant hereby grants to the Company a royalty-free, fully paid-up, irrevocable, perpetual, transferable, worldwide,

non-exclusive license, with the right to grant sublicenses (through one or multiple tiers), to make, have made, modify, develop, create

derivative works based on, adapt, enhance, use, practice, display, perform, sell, offer for sale, copy, reproduce, distribute, import,

export, commercialize, use and otherwise exploit any intellectual property owned or controlled by Consultant that is not assigned to or

owned by the Company hereunder and is (i) incorporated by or at the direction of Consultant into any work product or other existing or

contemplated product or service of the Company, (ii) used or otherwise exploited by Consultant in performing Services for the Company

or (iii) disclosed by Consultant to the Company or any of its Affiliates, or any of its or their respective employees, contractors, consultants,

representatives or agents.

10.

Return of Property. Upon termination of the Consulting Term, or upon the Company’s request at any time, Consultant

shall return to the Company all Confidential Information and all documents, information and other property of the Company or its Affiliates

in Consultant’s possession or control.

11.

Independence of Obligations. The covenants and obligations of Consultant set forth in this Agreement shall be construed

as independent of any other agreement or arrangement between Consultant, on the one hand, and the Company or its Affiliates, on the other.

The covenants and obligations set forth in this Agreement shall be in addition to, and not in limitation of, any other similar covenants

and obligations imposed on Consultant by applicable law or in any other agreement between Consultant, on the one hand, and the Company

or its Affiliates, on the other.

12.           Entire Agreement. This Agreement sets forth the entire agreement of the Parties in respect

of the subject matter hereof and supersedes all prior agreements, promises, covenants, arrangements, communications, representations

or warranties whether oral or written, between the Parties in respect of the subject matter hereof. No agreements or

representations, oral or otherwise, expressed or implied, with respect to the subject matter hereof have been made by either Party

that are not set forth expressly in this Agreement.

13.

Governing Law. This Agreement shall be interpreted under the laws of the State of Delaware, without regard to conflict

of laws provisions. Any action or proceeding by either of the Parties to enforce this Agreement shall be brought only in any state or

federal court located in the State of Delaware. The Parties hereby irrevocably submit to the exclusive jurisdiction of these courts and

waive the defense of inconvenient forum to the maintenance of any action or proceeding in such venue.

14.

Miscellaneous. No change, modification or waiver of any term of this Agreement shall

be valid unless it is in writing and signed by both the Company and Consultant. Section headings are not to be considered a part of this

Agreement and are not intended to be a full and accurate description of the contents hereof. This Agreement may be executed in two or

more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties

have executed and delivered this Agreement as of the date first above written.

CONSULTANT

THERAVANCE BIOPHARMA, Inc.

/s/ Susannah Gray

By:

/s/ Brett Grimaud

Susannah Gray

Name:

Brett Grimaud

Title:

Senior Vice President, General Counsel and Secretary

Date: 9/18/2026

Date: 9/22/2026

[Signature Page to Consultation

Agreement]

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2625984d1_ex99-1.htm · Sequence: 4

Exhibit 99.1

CONTINGENT VALUE RIGHTS AGREEMENT

THIS CONTINGENT VALUE RIGHTS

AGREEMENT, dated as of September 22, 2026 (this “Agreement”), is entered into

by and between Zymeworks Inc., a Delaware corporation (“Parent”), and Computershare

Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered

trust company (“Computershare Trust Company”), acting jointly with Computershare, as Rights Agent (as hereinafter defined).

RECITALS

WHEREAS, Parent, Theravance

Biopharma, Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”),

and Zymeworks Merger Sub I, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly

owned subsidiary of Parent (“Merger Sub”), have entered into the Agreement and Plan of Merger, dated as of June 28,

2026 (as it may be amended or supplemented from time to time pursuant to the terms thereof, the “Merger

Agreement”), pursuant to which Merger Sub will merge with and into the Company with the Company surviving (the “Merger”)

as a wholly owned subsidiary of Parent, on the terms and subject to the conditions set forth therein; and

WHEREAS, as an integral part

of the consideration of the Merger, pursuant to and subject to the terms and conditions set forth in the Merger Agreement, holders of

Ordinary Shares issued and outstanding immediately prior to the Effective Time (other than Canceled Shares and the Dissenting Shares,

in each case, as defined in the Merger Agreement), including holders of Company Options, Company RSU Awards and Company PSU Awards will

be entitled to receive a right to contingent payments (as set forth in the Merger Agreement), subject to and in accordance with the terms

of this Agreement.

NOW, THEREFORE, in consideration

of the foregoing and the consummation of the transactions referred to above, Parent and Rights Agent agree, for the equal and proportionate

benefit of all Holders (as hereinafter defined), as follows:

ARTICLE

DEFINITIONS; CERTAIN RULES OF CONSTRUCTION

Section 1.1

Definitions. Capitalized terms used in and not otherwise defined in this Agreement will have the meanings given to such

terms in the Merger Agreement. As used in this Agreement, the capitalized terms below have the following meanings:

“Acting

Holders” means, at the time of determination, Holders of not less than a majority of the outstanding CVRs, as set out

in the CVR Register.

“Affiliate”

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

with, such Person. For this purpose, “control” (including, with its correlative meanings, “controlled by” and

“under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of

management or policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

“Assignee”

has the meaning set forth in Section 6.3(a).

“Business

Day” means any day other than a Saturday or Sunday and other than a day on which banks are required or authorized to

close in New York City, New York.

“Change of Control”

means, with respect to a Person, directly or indirectly, (a) a consolidation, merger or similar business combination involving such Person

in which (i) such person is not the surviving entity or (ii) the holders of voting securities of such Person immediately prior thereto

are holders of less than fifty percent (50%) of the voting securities of the surviving Person immediately after such transaction, (b)

a sale or other disposition of all or substantially all of the assets of such Person on a consolidated basis in one transaction or a series

of related transactions, or the (c) acquisition of beneficial ownership by any Person or group of more than fifty percent (50%) of the

outstanding voting securities of such Person.

“Cover”

means, with respect to any Patent and the subject matter at issue, that, but for a license granted under such Patent Right, the manufacture,

use, sale, offer for sale or importation of such subject matter would infringe a claim in such Patent, or, in the case of a Patent that

has not issued, would infringe a claim in such Patent application if such application were to issue as a patent.

“CVRs”

means the rights of Holders to receive contingent cash payments pursuant to this Agreement.

“CVR License Proceeds”

means eighty percent (80%) of any Net License Proceeds.

“CVR Payment Amount”

means (a) in respect of any CVR License Proceeds to be paid by Parent or any of its Affiliates (including the Surviving Company) to any

given Holder per CVR, the amount of (i) such CVR License Proceeds, divided by (ii) the total number of CVRs outstanding as of the

close of business on the date of the applicable Payment Notice, (b) in respect of the First Commercial Sale Milestone, the First Commercial

Sale Milestone Payment and (c) in respect of any Royalties to be paid by Parent or any of its Affiliates (including the Surviving Company)

to any given Holder per CVR, the amount of (i) such Royalties, divided by (ii) the total number of CVRs outstanding as of the close

of business on the date of the applicable Payment Notice; provided that, to the extent a CVR Payment Date will occur more than

five (5) years after the Effective Time, the total number of CVRs outstanding as of the close of business on the relevant date for purposes

of prong (a), (b) and (c) shall exclude any Equity Award CVRs that are ineligible for such payments due to the Section 409A Condition.

“CVR Payment Date”

means (a) with respect to any CVR License Proceeds, no later than thirty (30) days after (i) the Closing Date, if a CVR Product License

has been executed prior to such date and License Proceeds were actually paid to Parent or its Affiliates (including the Surviving Company)

prior to the Closing Date and (ii) the end of a calendar quarter in which Parent or any of its Affiliates were actually paid any License

Proceeds, (b) with respect to the First Commercial Sale Milestone Payment, no later than thirty (30) days after the First Commercial Sale

Milestone occurs, and (c) with respect to the Royalties, no later than thirty (30) days after the end of each calendar quarter during

the Royalty Term.

“CVR Product”

means any therapeutic product that contains ampreloxetine or any salt, ester, prodrug, metabolite, solvate, polymorph, free-base, hydrate,

or isomer thereof, including all forms, presentations, doses, or formulations of the foregoing.

“CVR Product License”

means a license, sublicense, sale, transfer, divestiture, disposition or other monetization transaction of any CVR Product for use for

any indication in any country, or any rights (including intellectual property) related thereto (a “Disposition”), entered

into with a third party prior to the License Expiration Date; provided that a CVR Product License does not include any Contract

providing for (a) the mere right to distribute or purchase the CVR Product from Parent or its Affiliates, (b) third-party subcontractors

that act on behalf of Parent or its Affiliates in the supply chain or that perform discrete services on behalf of Parent or its Affiliates,

(c) any license or sublicense granted by Parent or its Affiliates to settle any litigation or a dispute in connection with which no license

fee royalty, upfront, milestone or other similar payments for rights to exploit the applicable Intellectual Property is paid or payable,

or (d) compulsory licenses to the extent required by any Governmental Entity (it being understood with respect to the inclusion of a “sale”

in this definition that in certain circumstances such a transaction could create financial concerns for Parent that may cause it to exercise

its right not to consent to such transaction).

“CVR

“DTC”

means The Depository Trust Company or any successor thereto.

“Equity Award CVR”

means a CVR issued to a Holder in respect of a Company Equity Award.

“Final Determination”

means with respect to (a) United States federal income Taxes, a “determination” within the meaning of Section 1313(a) of the

Code or execution of an Internal Revenue Service Form 870-AD and (b) Taxes other than United States federal income Taxes, any final determination

of liability in respect of a Tax that, under applicable Law, is not subject to further appeal, review or modification through proceedings

or otherwise (including the expiration of a statute of limitations or a period for the filing of claims for refunds, amended returns or

appeals from adverse determinations).

“First Commercial

Sale” means, with respect to a CVR Product, the first bona fide sale in an arm’s length transaction in a country to a

third party by or on behalf of Parent or any of its Affiliates (but not by or on behalf of the counterparty to any CVR Product License

or any of its Affiliates exercising rights under such CVR Product License) following receipt of approval from the applicable Governmental

Authority to market and sell such CVR Product in such country, including, where required as a legal prerequisite to sale, applicable pricing

and reimbursement approvals. For the avoidance of doubt, a first sale for compassionate use or named patient program sales, for use in

clinical trials or other research and development activities, as samples, or for testing, validation or regulatory purposes, or supply

that is made free of charge, by donation, or at or below cost, shall not constitute a First Commercial Sale for purposes of this Agreement.

“First Commercial

Sale Milestone” means the First Commercial Sale of any CVR Product in any Major Market; provided that such sale occurs on or

prior to the License Expiration Date.

“First Commercial

Sale Milestone Payment” means $0.93 per CVR.

“Holder”

means a Person in whose name a CVR is registered in the CVR Register at the applicable time.

“License Expiration

Date” means the date that is ten (10) years after the Closing Date.

“Major Market”

means any of the United States, United Kingdom, Spain, France, Germany and Italy.

“Net License Proceeds”

means any consideration that is actually paid to Parent or any of its Affiliates in connection with the CVR Product License, without duplication,

including upfront, milestone, royalty, and other similar payments but excluding any consideration specifically identified by the counterparty

to such CVR Product License or any of its Affiliates as payment to reimburse Parent or its Affiliates for costs incurred under the CVR

Product License for research and development services or patent prosecution (“License Proceeds”), net of Permitted

Deductions. For clarity, in no event will a Change of Control of Parent or its Affiliates be deemed to create or result in Net License

Proceeds unless at the time of such Change of Control, the CVR Product represents all or substantially all of the assets or business of

the Parent or the applicable Affiliate.

“Net Sales”

means, with respect to any CVR Product, the gross amount invoiced for such CVR Product by or on behalf of Parent or any of its Affiliates

(but not by or on behalf of the counterparty to any CVR Product License or any of its Affiliates exercising rights under such CVR Product

License) to a third party, less the following deductions actually incurred, allowed, paid and accrued, to the extent with respect to such

CVR Product, in each case, by Parent or its applicable Affiliates as calculated in accordance with GAAP:

(a)       trade,

cash and quantity discounts, cash and non-cash coupons, and chargeback payments and rebates granted to trade customers, managed health

care organizations, pharmaceutical benefit managers, group purchasing organizations, or federal, state, or local Governmental Authorities;

(b)       credits,

allowances and chargebacks for claims, spoiled, damaged or outdated goods, rejections or returns, including product returned in connection

with recalls or withdrawals;

(other than income Taxes) levied directly or indirectly on the sale, export or import, including VAT (net of any reimbursement of VAT

actually received);

(d)       actual

freight and insurance costs incurred, but not reimbursed by customers, in transportation to customers;

(e)       any

fees or other charges that become due in connection with any healthcare reform, change in government pricing or discounting schemes, or

other action of a Governmental Authority, including that portion of the annual fee on prescription drug manufacturers imposed by the Patient

Protection and Affordable Care Act, Pub. L. No. 111-148 or similar sales-based fees adopted in the future, in each case, to the extent

reasonably allocable to sales of the applicable product; and

(f)       amounts

that are written off as uncollectible in accordance with the accounting procedures of the applicable Seller; provided that if any such

written-off amounts are subsequently collected, such collected amounts shall be included in Net Sales in the period in which they are

subsequently collected.

For the avoidance of doubt, if a single item falls

into more than one of the categories set forth in clauses (a)-(f) above, such item may not be deducted more than once. Unless otherwise

specified herein, Net Sales shall be calculated in accordance with GAAP.

Sales of the applicable CVR Product by a Parent to

any of its Affiliates for subsequent resale by such Affiliate (or vice versa) to a third party will not be a sale for purposes of “Net

Sales.” Net Sales shall include any monetary damages from a third party in an action brought for such third party’s infringement

of any Patents that Cover any CVR Product, less any out-of-pocket, unreimbursed expenses incurred by the Parent or any of its Affiliates

in bringing such action.

The supply of CVR Product as samples for charitable

or promotional purposes, for use in non-clinical studies or clinical trials or any test or other studies reasonably necessary to comply

with any applicable Laws, or other instances that are otherwise normal and customary in the industry, including “treatment IND sales,”

“named patient sales,” “compassionate use sales” and other sales as part of an expanded access program, shall

not be included in the computation of Net Sales. In the case of any non-cash consideration received by Parent or its Affiliates (as applicable)

for sale of a Product, the amount included in Net Sales shall be the fair market value of such non-cash consideration.

“Officer’s

Certificate” means a certificate signed by the chief executive officer, president, chief financial officer, or other

Person duly authorized to act on behalf of Parent for such purpose or for any general purpose.

“Permitted Deductions”

means the sum, without duplication, of the following costs or expenses:

(a) any documented Ampreloxetine

Royalty Payments (as defined in the RP Agreement) actually paid by Parent or any of its Affiliates (including the Surviving Company) to

Royalty Pharma Investments 2019 ICAV or any successor or assignee thereof pursuant to the RP Agreement to the extent solely with respect

to the CVR Product with respect to which the applicable License Proceeds are payable;

(b) any applicable Taxes (including

any applicable value added or sales Taxes) imposed on the CVR Product License or with respect to the License Proceeds (and which are either

imposed on Parent, the Company or their Affiliates or otherwise reduce the amount of License Proceeds received by Parent, the Company

or their Affiliates) that would not have been incurred by Parent, the Company or their Affiliates but for (i) the consummation of the

CVR Product License, (ii) the License Proceeds having been received or accrued by the Company, the Surviving Company or its or their applicable

subsidiaries or (iii) in connection with the distribution of the License Proceeds to Parent for the performance of its obligations under

this Agreement (in each case, regardless of the due date of such Taxes); provided that for purposes of calculating income Taxes

payable by Parent, the Company or their Affiliates in respect of the License Proceeds, such income Taxes shall be calculated without taking

into account any net operating losses or other tax attributes (including Tax credits and capital loss carryovers) or any deductions generated

by Parent, the Company or any of their Affiliates at any time before or following the Closing, other than, in each case, (x) any Tax basis

that Parent, the Company or their Affiliates may have in the rights or assets licensed pursuant to a CVR Product License that is available

for offset against the License Proceeds or (y) any Tax attributes generated by a Permitted Deduction otherwise taken into account under

this Agreement;

unreimbursed out-of-pocket costs and expenses directly incurred in good faith solely in the Disposition of such CVR Product and actually

paid by Parent or any of its Affiliates (including the Surviving Company) to a third party during the term of this Agreement, including

research and development costs for such CVR Product, costs of required technology transfer activities for such CVR Product pursuant to

the CVR Product License, costs in respect of head licenses for sublicensed technology that claims, covers or is otherwise incorporated

in such CVR Product, and prosecution, maintenance, or enforcement by Parent or any of its Affiliates of Intellectual Property that covers

claims or is otherwise used with such CVR Product, but excluding any costs related to a breach of this Agreement by Parent or any of its

Affiliates, including costs incurred in litigation in respect of the same;

(d) any reasonable and documented

unreimbursed out-of-pocket costs and expenses directly incurred in good faith solely in compliance with Parent’s or its Affiliates’

obligations under the CVR Product License in respect of such CVR Product and actually paid by Parent or any of its Affiliates (including

the Surviving Company) to the counterparty to the applicable CVR Product License during the CVR Period; and

(e) any reasonable and documented

unreimbursed out-of-pocket costs and expenses directly incurred in good faith solely in negotiation of or entering into any CVR Product

License with respect to such CVR Product and actually paid by Parent or any of its Affiliates to a third party including any representative’s

fee, rights agent fee, brokerage fee, finder’s fee, opinion fee, success fee, transaction fee, service fee, legal fees, or other

fee, commission or expense owed to any broker, finder, investment bank, auditor, accountant, counsel, advisor or other third party in

relation thereto, but excluding any costs related to a breach of this Agreement by Parent or any of its Affiliates, including costs incurred

in litigation in respect of the same.

For the avoidance of doubt, notwithstanding anything

to the contrary herein, Permitted Deductions shall not include, and no amount shall be deducted from License Proceeds in respect of, any

(a) indirect, overhead, general or administrative costs or expenses; (b) internal costs of Parent or any of its Affiliates, including

salaries, wages, benefits, bonuses or other compensation of any employee, officer or director; (c) allocated, apportioned or imputed costs

of any kind; (d) depreciation, amortization or other non-cash charges; (e) cost or expense not actually paid in cash to a bona fide third

party that is not an Affiliate of Parent; or (f) cost or expense incurred in connection with any product or service other than the applicable

CVR Product.

“Permitted

Transfer” means a transfer of CVRs (a) upon death of a Holder by will or intestacy; (b) made by instrument to an inter

vivos or testamentary trust in which the CVRs are to be passed to beneficiaries upon the death of the trustee; (c) made pursuant

to a court order; (d) made by operation of law (including by consolidation or merger) or without consideration in connection with the

dissolution, liquidation or termination of any corporation, limited liability company, partnership or other entity; or (e) in the case

of CVRs held in book-entry or other similar nominee form, from a nominee to a beneficial owner and, if applicable, through an intermediary,

or from such nominee to another nominee for the same beneficial owner, to the extent allowable by DTC.

“Regulatory Authority”

means, with respect to a particular country, the Governmental Authority(ies) responsible for granting approval for the commercial marketing

and sale (including pricing and reimbursement approval) of a drug product, including U.S. Food and Drug Administration (or any successor

thereto) in the U.S.

“Regulatory Exclusivity”

means any exclusive marketing rights or data exclusivity rights conferred by any Regulatory Authority with respect to a CVR Product other

than Patents, including rights conferred in the U.S. under the Hatch-Waxman Act or the FDA Modernization Act of 1997 (including pediatric

exclusivity), and rights similar thereto outside the U.S.

“Rights

Agent” means, collectively Computershare and Computershare Trust Company, until a successor Rights Agent will have become

such pursuant to the applicable provisions of this Agreement, and thereafter “Rights Agent” will mean such successor Rights

Agent.

“Royalties”

means the product obtained by multiplying (a) ten percent (10%) by (b) the aggregate amount of Net Sales of the CVR Products during

the applicable period.

“Royalty Term”

means, on a country-by-country basis and CVR Product-by-CVR Product basis, the period commencing on the First Commercial Sale of such

CVR Product in such country and continuing until the later of (a) the expiration of the last-to-expire Patent (which has not been held

invalid or unenforceable by a patent office, court or other Governmental Authority of competent jurisdiction in an unappealable decision

or unappealed decision within the time allowed for appeal) that Covers such CVR Product in such country; (b) the expiration of any Regulatory

Exclusivity for such CVR Product in such country; or (c) the tenth (10th) anniversary of the First Commercial Sale of such CVR Product

in such country.

“RP Agreement”

means that certain Equity Purchase and Funding Agreement, dated as of July 13, 2022, by and between Theravance Biopharma, Inc. and Royalty

Pharma Investments 2019 ICAV, as amended, modified, or supplemented.

“Section 409A Condition”

has the meaning ascribed to it in Section 2.1 of this Agreement.

“United States”

means the United States of America and its territories and possessions.

Section 1.2

Interpretation. When reference is made in this Agreement to an Article, Exhibit, Schedule or Section, such reference shall

be to an Article, Exhibit, Schedule or Section of this Agreement unless otherwise indicated. Whenever the words “include,”

“includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without

limitation.” The words “hereof,” “herein,” “hereby” and “hereunder” and words of

similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant

thereto unless otherwise defined therein. Words of any gender include each other gender and neuter genders and words using the singular

or plural number also include the plural or singular number, respectively. Any Contract or Law defined or referred to herein means such

Contract or Law as from time to time amended, modified or supplemented, including (in the case of Contracts) by waiver or consent and

(in the case of Laws) by succession or comparable successor statutes and references to all attachments thereto and instruments incorporated

therein. The word “or” shall not be exclusive. With respect to the determination of any period of time, “from”

means “from and including.” The word “will” shall be construed to have the same meaning as the word “shall.”

Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. The word

“to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.”

References to “dollars” or “$” are to United States dollars. Any deadline or time period set forth in this Agreement

that by its terms ends on a day that is not a Business Day shall be automatically extended to the next succeeding Business Day. References

to written consent of a party in this Agreement shall include email.

ARTICLE

CONTINGENT VALUE RIGHTS

Section 2.1

CVRs; Appointment.

(a)

In accordance with the Merger Agreement and pursuant to the Merger, each Holder is entitled to one CVR for (a) each Ordinary Share,

(b) each Ordinary Share underlying a Company Option that is converted into the right to receive the Merger Consideration in accordance

with Section 2.2(b)(i) of the Merger Agreement, (c) each Ordinary Share underlying a Company RSU Award that is converted into the right

to receive the Merger Consideration in accordance with Section 2.2(b)(ii) of the Merger Agreement and (d) each Ordinary Share underlying

a Company PSU Award that is converted into the right to receive the Merger Consideration in accordance with Section 2.2(b)(iii) of the

Merger Agreement. Each CVR represents the right of a Holder to receive the CVR Payment Amount in accordance with this Agreement. Notwithstanding

anything in this Agreement or the Merger Agreement to the contrary, solely to the extent required in order to avoid accelerated taxation

and/or tax penalties under Section 409A of the Code, Holders of Equity Award CVRs shall not be eligible to receive CVR Payment Amounts

that are payable on any CVR Payment Date that will occur more than five (5) years after the Effective Time, in accordance with Treasury

Regulation section 1.409A-3(i)(5)(iv)(A) (the “Section 409A Condition”). Equity Award CVRs shall cease to be outstanding

if and when they become ineligible to accrue CVR Payment Amounts due to the Section 409A Condition.

(b)

The Company hereby appoints the Rights Agent to act as agent for the Company with respect to the CVRs in accordance with the express

terms and conditions set forth in this Agreement (and no implied terms and conditions), and the Rights Agent hereby accepts such appointment.

Section 2.2

Nontransferable. The CVRs may not be sold, assigned, transferred, pledged, encumbered, or in any other manner transferred

or disposed of, in whole or in part, other than through a Permitted Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance

or disposition of CVRs, in whole or in part, in violation of this Section 2.2, shall be void ab initio and of no effect.

Section 2.3

No Certificate; Registration; Registration of Transfer; Change of Address.

(a)

The CVRs will not be evidenced by a certificate or other instrument.

(b)

The Rights Agent, acting solely for this purpose as a non-fiduciary agent of Parent acting under the express terms hereof, will

keep a register (the “CVR Register”) for the purpose of recording the names and addresses of the applicable Holders,

as well as transfers of CVRs as herein provided. The entries in the CVR Register shall be conclusive absent manifest error, and Parent

and the Rights Agent shall treat each Person whose name is recorded in the CVR Register pursuant to the terms hereof as a Holder hereunder

for all purposes of this Agreement. The CVR Register shall be available for inspection by the Parent at any reasonable time and from time

to time upon reasonable prior written notice to the Rights Agent. The Rights Agent is hereby initially appointed the CVR registrar (the

“CVR Registrar”) for purposes of registering CVRs and Permitted Transfers of CVRs as provided for herein. Upon any

change in the identity of the Rights Agent, the successor Rights Agent will automatically also become the successor CVR Registrar. The

CVR Register will initially show one position for Cede & Co. representing all of the Ordinary Shares held by DTC on behalf of the

street holders of the Ordinary Shares held by such holders as of immediately prior to the Effective Time. The Rights Agent will have no

responsibility whatsoever to the street name holders with respect to transfers of CVRs.

(c)

Subject to the restrictions on transferability set forth in Section 2.2, every request made to transfer a CVR must

be in writing and accompanied by a written instrument of transfer and other documentation reasonably requested by the Rights Agent (i)

in a form reasonably satisfactory to the Rights Agent pursuant to its guidelines, which may include, if applicable, a guaranty of signature

by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program,

(ii) that is duly executed by the Holder thereof or the Holder’s attorney duly authorized in writing, the Holder’s personal

representative or the Holder’s survivor, and (iii) that sets forth in reasonable detail the circumstances relating to the transfer.

Upon receipt of such written notice, the Rights Agent will, subject to its reasonable determination that the transfer instrument is in

proper form and the transfer otherwise complies with the other terms and conditions of this Agreement (including the provisions of Section 2.2),

register the transfer of the CVRs in the CVR Register. The Rights Agent shall not be obligated to undertake any action with respect to

the transfer of the CVRs until it shall have been provided with such additional information or material as it may reasonably require to

determine that the transfer complied with the terms and conditions of this Agreement. Parent and Rights Agent may require payment of a

sum sufficient to cover any stamp or other similar Tax or governmental charge that is imposed in connection with any such registration

of transfer. The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement that requires payment

of such applicable Taxes or charges unless such Holder has demonstrated to the satisfaction of Parent and Rights Agent that any such Tax

or charge has been paid by the Holder or is not applicable. All duly transferred CVRs registered in the CVR Register will be the valid

obligations of Parent, evidencing the same right and will entitle the transferee to the same benefits and rights under this Agreement,

as those previously held by the transferor. No transfer of a CVR will be valid until registered in the CVR Register, and any transfer

not duly registered in the CVR Register will be void and invalid.

(d)

A Holder may make a written request to the Rights Agent to change such Holder’s address of record in the CVR Register. The

written request must be duly executed by the Holder. Upon receipt of such written notice, the Rights Agent will as promptly as practicable

record the change of address in the CVR Register.

Section 2.4

No Diligence Obligations. By accepting one or more CVRs, each Holder is deemed to acknowledge that (i) Parent makes (x)

no guarantees or promises that any License Proceeds or Royalties will become payable or be paid to Parent or its Affiliates at all or

by any specific date, or that any CVR Product License will be executed, or that the First Commercial Sale Milestone will occur, and (y)

no statements, assessments, or predictions have been made or are being provided, and no reliance on any statements, assessments, or predictions

should be made, in any case regarding (A) the likelihood of any CVR Product License being executed prior to the License Expiration Date,

that the First Commercial Sale Milestone will occur or that there will be any Net Sales or (B) even if a CVR Product License is executed

prior to the License Expiration Date, that any License Proceeds will become payable or be paid to Parent or its Affiliates, (ii) there

is no assurance that the Holders will receive any payment under this Agreement, including as described under Section 2.5, unless,

and if and only if, (1) both a CVR Product License is executed prior to the License Expiration Date and Parent or any of its Affiliates

actually receive payment of any License Proceeds or (2) the First Commercial Sale Milestone occurs, (iii) Parent has not prior to the

date hereof, promised or projected any amounts to be received by the Holders in respect of any payments described in Section 2.5

and no statements of Parent, that have been, or may be, made, may, or will, be construed as Parent making any such promise or projection,

(iv) (A) except as otherwise expressly set forth herein or in the Merger Agreement, none of the Rights Agent and any Holder is relying

on or has relied on any promises, projections, representation or warranty of any kind or other information, documents or materials (or

absence thereof), or will rely on any promises, projections, representation or warranty of any kind or other information, documents or

materials (or absence thereof), in respect of any payments described in Section 2.5, including with respect to the operation of

the Surviving Company’s business following the Closing Date, (B) Parent shall have the right to, or not to, own, operate, use, (sub)license,

research, develop, commercialize and otherwise practice, use and exploit the assets of the Surviving Company’s business in any way

that Parent deems appropriate in its sole business judgment, (C) neither Parent nor any of its Affiliates shall have any obligation to

make any particular level of efforts or engage in any particular or specific activities in connection with the ownership of the Surviving

Company or any other Person relevant to any License Proceeds or the CVR Product, or with respect to executing a CVR Product License or

otherwise, and (D) Parent does not have any obligation, express or implied, to research, develop, manufacture, commercialize, or otherwise

practice, use or exploit the assets of the Surviving Company’s business, in any manner, including in order to make, maximize or

expedite the payments described in Section 2.5. By accepting one or more CVRs, each Holder is deemed to acknowledge that, except

as otherwise expressly set forth herein or in the Merger Agreement, such Holder hereby (1) disclaims reliance on any such promises, projections,

representations, warranties, or other information, documents or materials (or absence thereof), (2) understands and agrees that no such

promises, representations, warranties, projections, and other information, documents and materials (or absence thereof) have been, or

will be made by Parent, (3) acknowledges and agrees that the CVRs and the possibility of any payment hereunder with respect thereto are

highly speculative and subject to numerous factors outside of the control of Parent or its Affiliates, and there is no assurance that

Holders will receive any payments under this Agreement or in connection with the CVRs and (4) acknowledges and agrees that this Section

2.4 is an essential and material term of this Agreement.

Section 2.5

Payment Procedures; Notices.

(a)

On or prior to each CVR Payment Date (if any), Parent shall (i) deliver to the Rights Agent (x) a written notice (A) indicating

that the Holders are entitled to receive a payment of CVR License Proceeds, the First Commercial Sale Milestone Payment, or Royalties

(as applicable), (B) in respect of a payment of CVR License Proceeds, including the amount of License Proceeds actually paid to Parent

or its Affiliates in the calendar quarter prior to such CVR Payment Date and a calculation of Net License Proceeds for such calendar quarter

and (C) in respect of a payment of Royalties, including the amount of Net Sales for the CVR Products during the applicable calendar quarter

and a calculation of the Royalties related thereof (a “Payment Notice”) and (y) an Officer’s Certificate certifying

the date of receipt of the CVR License Proceeds by Parent or any of its Affiliates, or the First Commercial Sale Milestone, (as applicable)

and that the Holders are entitled to receive the applicable CVR License Proceeds, the First Commercial Sale Milestone Payment or Royalties

(as applicable) and (ii) in accordance with Section 4.2, transfer to Computershare in an account designated by Computershare the

CVR Payment Amount then due and payable to each Holder. Notwithstanding anything to the contrary set forth herein, Parent shall, (I) or

shall cause the Surviving Company to, pay the applicable CVR Payment to each holder of Equity Award CVRs through the Surviving Company’s

or its Affiliates (including Parent’s or any of its Affiliates’) payroll system or any successor system for former employees,

subject to Section 2.5(c) of this Agreement and (II) not be required to make any payments hereunder if no CVR Product License has

been executed on or prior to the License Expiration Date or if no License Proceeds are actually paid to Parent or its Affiliates, or the

First Commercial Sale Milestone does not occur, or pay any CVR License Proceeds with respect to License Proceeds or Royalties, respectively,

for which CVR License Proceeds or Royalties (as applicable) have already been paid.

(b)

Provided the CVR Payment Amount has been delivered to the Rights Agent in accordance with Section 2.5(a)(ii), the Rights

Agent will promptly, and, in any event, within ten (10) Business Days of receipt of any Payment Notice (each such date, a “Payment

Notice Date”), send each Holder at its registered address a copy of the applicable Payment Notice. At the time the Rights Agent

sends a copy of such Payment Notice to each Holder, the Rights Agent will also pay the applicable CVR Payment Amount to each Holder (other

than amounts due to Holders in respect of Equity Award CVRs, which shall be paid in accordance with Section 2.5(a) and Section

2.5(c)), with each Holder receiving, subject to this Section 2.5(b), the CVR Payment Amount. The CVR License Proceeds, Royalties

and First Commercial Sale Milestone Payment payable under this Agreement shall be paid in United States Dollars by check mailed to the

address of each Holder as reflected in the CVR Register as of the close of business on the last Business Day prior to such Payment Notice

Date.

(c)

Parent or any of its Affiliates (or the Surviving Company or applicable successor in the case of payments in respect of Equity

Award CVRs) shall be entitled to deduct and withhold, or cause the Rights Agent to deduct and withhold, from any CVR Payment Amount such

amounts as may be required to be deducted and withheld therefrom under applicable Tax Law or other applicable Law, as may reasonably be

determined by Parent or the Rights Agent; provided that with respect to payments in respect of Equity Award CVRs, any such withholding

shall be made, or caused to be made, by Parent through the Surviving Company’s or its Affiliates’ payroll system, as relevant,

or any successor payroll system. Prior to making any such Tax withholdings or causing any such Tax withholdings to be made with respect

to any Holder (other than amounts due to Holders in respect of Equity Award CVRs), Parent shall instruct the Rights Agent to, and upon

receipt of such instruction the Rights Agent shall, solicit IRS Forms W-9 or an applicable IRS Form W-8, or any other appropriate forms,

from Holders within a reasonable amount of time in order to provide the opportunity for the Holder to provide such forms (or any other

necessary Tax forms) in order to mitigate or reduce such withholding. Parent or its Affiliates (or the Surviving Company or applicable

successor in the case payments in respect of Equity Award CVRs) shall, or shall cause the Rights Agent to, take all action that may be

necessary to ensure that any amounts withheld in respect of Taxes are timely remitted to the appropriate Governmental Entity. To the extent

any amounts are so deducted and withheld and remitted to the appropriate Governmental Entity, such amounts shall be treated for all purposes

of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made. At such times required

by applicable Law, Parent or the Rights Agent, Parent (or the Company or applicable successor in the case of payments in respect of Equity

Award CVRs) shall use commercially reasonable efforts to deliver (or shall cause the Rights Agent to deliver) to the person to whom such

amounts would otherwise have been paid an original IRS Form 1099, IRS Form W-2, IRS Form 1042-S, or other applicable form evidence of

such withholding to the extent required by applicable Law. CVR License Proceeds paid in respect of each Equity Award CVR shall be treated

for all U.S. federal and applicable state and local income Tax purposes, as wages in the year in which the CVR License Proceeds are made

(and not upon the receipt of such Equity Award CVR) unless otherwise required pursuant to a Final Determination. Payments in respect of

Equity Award CVRs are intended to constitute payments within the “short-term deferral” period following the lapse of a “substantial

risk of forfeiture” (as such terms are defined for purposes of Section 409A of the Code) or shall otherwise be paid in compliance

with or under an alternative exemption from Section 409A of the Code. Without limiting the foregoing, the parties intend that each

Equity Award CVR is exempt from or in compliance with Section 409A of the Code, and this Agreement shall be interpreted and administered

in accordance therewith. None of the parties to this Agreement nor any of their employees, directors or representatives shall have any

liability to a holder of Equity Award CVRs or other Person in respect of Section 409A of the Code.

(d)

Any portion of any CVR Payment Amount delivered to the Rights Agent that remains undistributed to a Holder six (6) months after

the date of the delivery of the Payment Notice will be delivered by the Rights Agent to Parent, upon demand, and any Holder will thereafter

look only to Parent for payment of the applicable CVR Payment Amount, without interest, but such Holder will have no greater rights against

Parent than those accorded to general unsecured creditors of Parent under applicable Law.

(e)

Neither Parent nor the Rights Agent will be liable to any person in respect of any CVR Payment Amount delivered to a public official

pursuant to any applicable abandoned property, escheat or similar Law. In addition to and not in limitation of any other indemnity obligation

herein, Parent agrees to indemnify and hold harmless Rights Agent with respect to any liability, penalty, cost or expense Rights Agent

may incur or be subject to in connection with transferring such property to Parent.

(f)

Parent and the Rights Agent agree to treat the CVRs (other than the Equity Award CVRs) for all U.S. federal and applicable state,

local and foreign income Tax purposes, (i) except to the extent treated as imputed interest, as additional consideration for, or in respect

of, the Ordinary Shares; (ii) a “closed transaction” in which the fair market value of the CVRs is included in income in the

taxable year of the Closing; and (iii) if and to the extent such amounts are paid to any person under this Agreement, a portion may be

treated as interest to the extent required pursuant to Section 483 or Section 1274 of the Code and, in each case, none of the parties

hereto will take any position to the contrary on any Tax Return, in each case, related to U.S. federal, and applicable state and local

income Tax purposes, except as otherwise required by a Final Determination. Parent shall or shall cause the Rights Agent to report such

imputed interest on the CVRs as required by applicable Law. The Rights Agent shall be responsible for information reporting required under

applicable Law with respect to the CVRs, including reporting the fair market value of the CVRs upon the Holders’ receipt of such

CVRs on Internal Revenue Service Form 1099-B, which fair market value shall be reasonably determined by Parent in good faith, and reporting

any payments hereunder on Internal Revenue Service Form 1099-B or other applicable form to the extent required under applicable Law. The

Rights Agent shall use commercially reasonable efforts to distribute to security depository agents, clearing houses and other similar

parties a statement prepared by Parent for purposes of reporting the fair market value of the CVR to Holders of CVRs (other than Equity

Award CVRs) that are subject to United States federal income taxes but for which the Rights Agent is not required by applicable Law to

report such value on Internal Revenue Service Form 1099-B or other applicable form.

(g)

The indemnification provided by this Section 2.5 shall survive the resignation, replacement or removal of the Rights Agent

and the termination of this Agreement.

Section 2.6

No Voting, Dividends or Interest; No Equity or Ownership Interest in Parent.

(a)

The CVRs will not have any voting or dividend rights, and interest will not accrue on any amounts payable on the CVRs to any Holder.

(b)

The CVRs will not represent any interests in the capital of, or any equity or ownership interest in, Parent or in any constituent

company to the Merger, or any of their respective subsidiaries (including the Surviving Company).

Section 2.7

All funds administered by Computershare under this Agreement that are to be distributed or applied by Computershare in the performance

of the services contemplated under this Agreement (the “Funds”) shall be administered by Computershare as agent for Company

and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for Company. Until paid pursuant to

this Agreement, Computershare may administer or invest the Funds through such accounts in: (a) funds backed by obligations of, or guaranteed

by, the United States of America; (b) debt or commercial paper obligations rated A-1 or P-1 or better by S&P Global Inc. (“S&P”)

or Moody's Investors Service, Inc. (“Moody’s”), respectively; (c) Government and Treasury backed AAA-rated Fixed NAV

money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940, as amended; or (d) short term certificates of deposit,

bank repurchase agreements, and bank accounts with commercial banks with Tier 1 capital exceeding $1 billion, or with an investment grade

rating by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating)

(each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds

that may result from any deposit or investment made by Computershare in accordance with this paragraph, including any losses resulting

from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends

or other earnings in connection with such deposits or investments. Computershare shall not be obligated to pay such interest, dividends

or earnings to Company, any Shareholder or any other party; provided that Computershare shall be solely responsible for any taxes, interest

and penalties associated with such interest, dividends and earnings.

Section 2.8

Ability to Abandon CVR. A Holder may at any time, at such Holder’s option, abandon all of such Holder’s remaining

rights in a CVR by transferring such CVR to Parent without consideration therefor. Nothing in this Agreement shall prohibit Parent or

any of its Affiliates from offering to acquire or acquiring any CVRs for consideration from the Holders, in private transactions or otherwise,

in its sole discretion. Any CVRs acquired by Parent or any of its Affiliates shall be automatically deemed extinguished and no longer

outstanding for purposes of the definition of Acting Holders and Article V hereunder.

ARTICLE

III

THE RIGHTS AGENT

Section 3.1

Certain Duties and Responsibilities.

(a)

The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the

extent of its willful misconduct, bad faith or gross negligence (each as determined by a final non-appealable judgment of a court of competent

jurisdiction). No provision of this Agreement will require the Rights Agent to expend or risk its own funds or otherwise incur any financial

liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers and in no event will the

Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damages of any kind whatsoever, even if the

Rights Agent has been advised of the likelihood of such loss or damages or has foreseen the possibility or likelihood of such damages

and regardless of the form of action. Notwithstanding anything to the contrary herein, the Rights Agent’s aggregate liability with

respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under

this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by Parent

to the Rights Agent as fees and charges, but not including reimbursable expenses, during the twelve (12) months immediately preceding

the event for which recovery from the Rights Agent is being sought, absent gross negligence, willful misconduct, bad faith or fraud (each

as determined by a final non-appealable judgment of a court of competent jurisdiction).

(b)

The Rights Agent (i) shall be under no obligation to institute any action, suit or proceeding, or to take any other action likely

to result in the incurrence of expenses by the Rights Agent and (ii) shall not be obligated to act on behalf of the Holders notwithstanding

the Rights Agent’s receipt of any written direction from the Acting Holders.

Section 3.2

Certain Rights of Rights Agent. The Rights Agent undertakes to perform such duties and only such duties as are specifically

set forth in this Agreement, and no implied covenants or obligations will be read into this Agreement against the Rights Agent. In addition:

(a)

the Rights Agent may rely and will be protected and held harmless by Parent in acting or refraining from acting upon any resolution,

certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document believed by

it to be genuine and to have been signed or presented by the proper party or parties;

(b)

whenever the Rights Agent will deem it desirable that a matter be proved or established prior to taking, suffering or omitting

any action hereunder, the Rights Agent may request and rely upon an Officer’s Certificate, and the Rights Agent shall, in the absence

of bad faith, gross negligence or willful misconduct (each as determined by a final non-appealable judgment of a court of competent jurisdiction)

on its part, incur no liability and be held harmless by Parent for or in respect of any action taken, suffered or omitted to be taken

by it under the provisions of this Agreement in reliance upon such Officer’s Certificate;

(c)

the Rights Agent may engage and consult with counsel of its selection and the advice or opinion of such counsel will be full and

complete authorization and protection to the Rights Agent and the Rights Agent shall be held harmless by Parent in respect of any action

taken, suffered or omitted by it hereunder in the absence of bad faith (as determined by a final non-appealable order, judgment, decree

or ruling of a court of competent jurisdiction) and in reliance thereon;

(d)

the permissive rights of the Rights Agent to do things enumerated in this Agreement will not be construed as a duty;

(e)

the Rights Agent will not be required to give any note or surety in respect of the execution of such powers or otherwise in respect

of the premises;

(f)

the Rights Agent shall not be liable for or by reason of, and shall be held harmless by Parent with respect to, any of the statements

of fact or recitals contained in this Agreement or be required to verify the same, but all such statements and recitals are and shall

be deemed to have been made by Parent only;

(g)

the Rights Agent shall not be liable and shall be held harmless by Parent in respect of the validity of this Agreement and the

execution and delivery hereof (except the due execution and delivery hereof by the Rights Agent and the enforceability of this Agreement

against the Rights Agent assuming the due execution and delivery hereof by Parent), nor shall it be responsible for any breach by Parent

of any covenant or condition contained in this Agreement;

(h)

Parent agrees to indemnify Rights Agent for, and hold Rights Agent harmless against, any loss, liability, damage, judgment, fine,

penalty, claim, demand, settlement, suit, cost or expense (including the reasonable and documented out-of-pocket expenses and counsel

fees and other disbursements) arising out of or in connection with Rights Agent’s duties under this Agreement (excluding any Taxes

imposed on the fees owed to the Rights Agent hereunder), including the costs and expenses of defending Rights Agent against any claims,

charges, demands, suits or loss, unless such loss has been determined by a court of competent jurisdiction to be a result of Rights Agent’s

gross negligence, bad faith or willful misconduct;

(i)

Parent agrees (i) to pay the fees and expenses of the Rights Agent in connection with this Agreement as agreed upon in writing

by the Rights Agent and Parent on or prior to the date hereof; and (ii) without limiting the foregoing (i), to reimburse the Rights Agent

for all Taxes and governmental charges, reasonable expenses and other charges of any kind and nature incurred by the Rights Agent in the

execution of this Agreement (other than personal property Taxes, corporate excise or privilege Taxes, property or license Taxes, Taxes

relating to the Rights Agent’s personnel, and Taxes imposed on or measured by the Rights Agent’s gross revenues, net income

and franchise or similar Taxes imposed on it (in lieu of net income Taxes)); provided that if Rights Agent determines in the absence of

bad faith that it has received a refund of any Tax or governmental charge borne by Parent pursuant to this clause (ii), the Rights Agent

shall promptly repay such refund to Parent;

(j)

no provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial

liability in the performance of any of its duties hereunder or in the exercise of its rights if it reasonably believes that repayment

of such funds or adequate indemnification against such risk or liability is not reasonably assured to it;

(k)

in the event the Rights Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction,

request or other communication, paper or document received by the Rights Agent hereunder, the Rights Agent shall, as soon as practicable,

provide written notice to Parent describing in detail the ambiguity or uncertainty it believes exists, and the Rights Agent shall seek

clarification. Parent will respond to such request for clarification as promptly as reasonably practicable, and in any event within ten

(10) Business Days. If such clarification is not provided within ten (10) Business Days, the Rights Agent may, in its sole discretion,

refrain from taking any action, and shall be fully protected and shall not be liable in any way to Parent or any Holder or any other Person

for refraining from taking such action, unless and until the Rights Agent receives written instructions from Parent which reasonably eliminate

such ambiguity or uncertainty;

(l)

the Rights Agent shall not be deemed to have knowledge of any event of which it was entitled to receive notice pursuant to the

terms of this Agreement, and the Rights Agent shall be fully protected and shall incur no liability for failing to take action in connection

with such event, in each case, unless and until such notice has been given in accordance with Section 6.1;

(m)

subject to Section 6.3, the Rights Agent may perform any of its duties hereunder either directly or through nominees, correspondents,

designees, or subagents; provided, however, that in the event the Rights Agent performs any of its duties hereunder by or

through any nominee, correspondent, designee, or subagent, the Rights Agent shall not be answerable, accountable or liable hereunder for

any act, omission, default, neglect or misconduct of such nominee, correspondent, designee, or subagent, as applicable, to the Company

resulting from any such act, default, neglect or misconduct, absent gross negligence, bad faith or willful misconduct (each as determined

by a final, non-appealable judgment of a court of competent jurisdiction) in the selection or continued employment thereof;

(n)

except as expressly set forth herein, the Rights Agent shall neither be responsible for, nor chargeable with, knowledge of, nor

have any requirements to comply with, the terms and conditions of the Merger Agreement, nor shall the Rights Agent be required to determine

if any Person has complied with the Merger Agreement, nor shall any additional obligations of the Rights Agent be inferred from the terms

of the Merger Agreement even though reference thereto may be made in this Agreement;

(o)

no Holder shall be obliged to indemnify the Rights Agent for any services or actions under this Agreement and the Rights Agent

shall not be entitled to deduct any sums from a CVR Payment Amount in any circumstance except as provided in Section 2.5(b) and Section 2.5(c); and

(p)

the provisions of Section 3.1 and this Section 3.2 shall survive the termination of this Agreement and

the resignation, replacement or removal of the Rights Agent, and the payment, termination and the expiration of the CVRs or this Agreement.

Section 3.3

Resignation and Removal; Appointment of Successor.

(a)

Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation will take

effect, which notice will be sent at least thirty (30) days prior to the date so specified. Parent has the right to remove Rights Agent

at any time by a Parent Board Resolution specifying a date when such removal will take effect. Notice of such removal will be given by

Parent to Rights Agent, which notice will be sent at least sixty (60) days prior to the date so specified.

(b)

If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(a) or becomes incapable

of acting, Parent, by a Parent Board Resolution, will as soon as is reasonably possible appoint a qualified successor Rights Agent who,

unless otherwise consented to in writing by the Acting Holders, shall be a stock transfer agent of national reputation or the corporate

trust department of a commercial bank. The Rights Agent will cooperate with Parent and any successor Rights agent as reasonably requested

in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including transferring

the CVR Register to the successor Rights Agent, but such predecessor Rights Agent shall not be required to make any additional expenditure

without compensation or reimbursement by Parent or assume any additional liability in connection with the foregoing. The successor Rights

Agent so appointed will, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor

Rights Agent.

(c)

Parent will give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent

by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each

notice will include the name and address of the successor Rights Agent. If Parent fails to send such notice within ten (10) days after

acceptance of appointment by a successor Rights Agent in accordance with Section 3.4, the successor Rights Agent will cause

the notice to be mailed at the expense of Parent; provided that failure to give any notice provided for in this Section 3.3(c),

shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights

Agent, as the case may be, in each case, in accordance with this Section 3.3.

Section 3.4

Acceptance of Appointment by Successor. Every successor Rights Agent appointed pursuant to Section 3.3(b) hereunder

will execute, acknowledge and deliver to Parent and to the retiring Rights Agent an instrument accepting such appointment and a counterpart

of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, will become vested with all

the rights, powers, trusts and duties of the retiring Rights Agent. On request of Parent or the successor Rights Agent, the retiring Rights

Agent will execute and deliver an instrument transferring to the successor Rights Agent all the rights, powers and trusts of the retiring

Rights Agent, except such rights which survive its resignation, replacement or removal under the terms hereunder.

ARTICLE

COVENANTS

Section 4.1

List of Holders.

(a)

Parent will furnish or cause to be furnished to the Rights Agent in such form as Parent receives from the Company’s transfer

agent (or other agent performing similar services for the Company), the names and addresses of the Holders promptly after the Closing

Date and in any event within thirty (30) days from the Closing Date and such other information as the Rights Agent may determine to be

necessary to carry out its obligations under this Agreement. The Rights Agent will reflect such names and addresses on the CVR Register

and confirm the write up of the CVR Register to Parent promptly thereafter and, in any event, within thirty (30) days of the receipt of

such names and addresses from Parent or the Company’s transfer agent, as the case may be.

(b)

Within five (5) Business Days after receipt by the Rights Agent of a written request by any three (3) or more Holders stating such

Holders’ desire to communicate with other Holders with respect to their rights under this Agreement, and accompanied by a form of

proxy or other communication which the requesting Holders propose to transmit, the Rights Agent shall elect to either (i) deliver to such

requesting Holders all information in the possession or control of the Rights Agent as to the names and addresses of all Holders, or (ii)

inform such requesting Holders of the approximate number of Holders and the approximate cost of mailing to all Holders the form of proxy

or other communication, if any, specified in such written request. In the event the Rights Agent elects to provide the information specified

in Section 4.1(b)(ii), the Rights Agent shall, upon the written request of the requesting Holders, mail or otherwise transmit to

all Holders copies of the applicable form of proxy or other communication within ten (10) Business Days after the requesting Holders have

provided to the Rights Agent the material to be mailed and payment, or provision for the payment, of the reasonable expenses of such mailing.

Section 4.2

Payment of CVR Payment Amounts. Only if (a) a CVR Product License has been executed by Parent or its Affiliates (including

the Surviving Company) on or prior to the License Expiration Date, in any calendar quarter when Parent or any of its Affiliates is actually

paid any License Proceeds, (b) the First Commercial Sale Milestone occurs on or prior to the License Expiration Date or (c) there are

Net Sales of any CVR during a calendar quarter during the Royalty Term, Parent shall, on or before the CVR Payment Date with respect to

such License Proceeds, the First Commercial Sale Milestone Payment or Royalties (as applicable), deposit with the Rights Agent, for payment

to the Holders in accordance with Section 2.5, the aggregate amount necessary to pay the CVR Payment Amount for such calendar quarter

to each of the Holders in accordance with this Agreement (not including amounts payable in respect of Equity Award CVRs). Notwithstanding

anything to the contrary in this Agreement, once Parent has deposited the CVR Payment Amount in full with respect to the applicable License

Proceeds, the First Commercial Sale Milestone Payment Amount, or Royalties (as applicable) no further payments will be due with respect

to such License Proceeds, the First Commercial Sale Milestone Payment or Net Sales (as applicable).

Section 4.3

Parent Actions.

(a)

Without the prior written consent of Holders of not less than sixty-six percent (66%) of the then-outstanding CVRs, neither Parent

nor any of its Affiliates shall amend, restate, supplement, terminate, waive any right under or otherwise modify the RP Agreement or the

CVR Product License, in each case, in a manner that results, or would reasonably be expected to result, in a material reduction in License

Proceeds actually due to Parent or its Affiliates (each, a “Material Amendment”). Nothing in the foregoing will prevent

Parent or its Affiliates from amending or restating the CVR Product License to the extent necessary to settle disputes or to comply with

applicable Law.

(b)

Parent shall promptly provide the Rights Agent with written notice if any CVR Product License is entered and without limiting the

foregoing, in the event of any Material Amendment, and in each case, shall provide a copy of any agreement with respect thereto to the

Rights Agent. The Rights Agent will promptly, and in any event, within ten (10) Business Days of receipt of any CVR Product License or

Material Amendment, send each Holder at its registered address a copy thereof.

Section 4.4

CVR Product Licenses. Parent shall, and shall cause its Affiliates, to promptly provide the Rights Agent written notice

in the event that the CVR Product License expires or otherwise terminates.

Section 4.5

Books and Records. Parent shall, and shall cause its Affiliates (including the Surviving Company) to, keep true, complete

and accurate records in sufficient detail to enable the Holders, and their consultants and professional advisors (including the Independent

Accountant) to confirm the accuracy of the CVR Payment Amounts payable under this Agreement (including the corresponding Net Sales and

License Proceeds (as applicable) reported by Parent).

Section 4.6

Audits.

(a)

In the event that the Acting Holders reasonably believe that CVR License Proceeds or Royalties should have been paid, upon the

written request of the Acting Holders provided to Parent no later than forty-five (45) days in advance, Parent shall permit, and shall

cause its subsidiaries (including the Surviving Company) to permit, an independent certified public accounting firm of nationally recognized

standing designated by the Acting Holders (the “Independent Accountant”) to have access during normal business hours

and using reasonable efforts to avoid disruption to Parent of its Affiliates business, to those books and records of Parent or its Affiliates

(including the Surviving Company) as may be reasonably necessary to verify the accuracy of the CVR Payment Amounts payable under this

Agreement, including all documents and materials (whether written, electronic or otherwise) reasonably requested by such Independent Accountant

in connection with the foregoing (such materials, the “CVR Verification Materials”). Parent shall, and shall cause

its Affiliates (including the Surviving Company) to, reasonably cooperate with each such audit, including by furnishing the Independent

Accountant with such CVR Verification Materials as the Independent Accountant may reasonably request. Audits conducted pursuant to this

Section 4.6 shall be conducted no more than once per year unless the Acting Holders has a good faith reason to believe that the

Parent or its Affiliates failed to comply with its obligations hereunder. The Independent Accountant shall prepare a written report based

on each such audit, a copy of which shall be sent or otherwise provided to Parent at the same time that it is sent or otherwise provided

to the Acting Holders, and such report shall contain the conclusions of the Independent Accountant with respect to the accuracy of the

License Proceeds, CVR License Proceeds, Net Sales, Royalties and CVR Payment Amounts, and the accuracy and completeness of the applicable

CVR Verification Materials, together with the details that support such findings. The opinion of the Independent Accountant shall be binding

on Parent and the Acting Holders, other than in the case of fraud or manifest error.

(b)        If

the Independent Accountant concludes CVR License Proceeds or Royalties were owed to the Holders during the applicable calendar year,

and such CVR License Proceeds or Royalties were not paid to the Holders in accordance with the terms hereof, Parent shall pay, in

cash (notwithstanding anything to the contrary herein), to the Rights Agent (for further distribution to the Holders) or to each

Holder the applicable CVR License Proceeds or Royalties (as applicable), plus interest on such CVR License Proceeds at three

(3) percentage points above the “prime rate” of interest as published in the Money Rates section of the Wall Street

Journal (or successor thereto) calculated from when the CVR License Proceeds or Royalties should have been paid (if Parent had

given notice of the CVR License Proceeds or Royalties following its actual achievement), as determined by the Independent

Accountant, at the time required pursuant to the terms of this Agreement, as applicable, to the date of actual payment (such amount

including interest being the “CVR

Shortfall”). The CVR Shortfall shall be paid by Parent within ten (10) days of the date the Independent

Accountant delivers to Parent and the Acting Holders the Independent Accountant’s written report (as described in Section

4.6(a)). The decision of the Independent Accountant shall be final, conclusive and binding on Parent and the Holders, shall be

non-appealable and shall not be subject to further review.

ARTICLE

AMENDMENTS

Section 5.1

Amendments without Consent of Holders.

(a)

Without the consent of any Holders or the Rights Agent, Parent and the Rights Agent, at any time and from time to time, may enter

into one or more amendments hereto, to evidence the succession of another Person to Parent and the assumption by any such successor of

the covenants of Parent herein as provided in, and subject to, Section 6.3.

(b)

Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more

amendments hereto, for any of the following purposes:

(i)

to evidence the succession of another Person as the successor Rights Agent and the assumption by any such successor of the covenants

and obligations of the Rights Agent herein in accordance with Sections 3.3 and 3.4;

(ii)

to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent and the Rights Agent

will consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the

interests of the Holders;

(iii)

to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision

herein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each

case, such provisions do not adversely affect the interests of the Holders;

(iv)

as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act of 1933, as

amended, or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; provided that,

in each case, such provisions do not adversely affect the interests of the Holders; or

(v)

any other amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement; provided

that such addition, elimination or change does not adversely affect the interests of the Holders.

(c)

Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1,

Parent will mail (or cause the Rights Agent to mail at the expense of Parent) a notice thereof by first class mail to the Holders at their

addresses as they appear on the CVR Register, setting forth such amendment.

Section 5.2

Amendments with Consent of Holders.

(a)

Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of the

Holders), with the consent of the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent, when authorized

by a Parent Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating

or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the

Holders; provided, however, that no such amendment shall, without the consent of the Holders of not less than sixty-six

percent (66%) of the outstanding CVRs:

(i)

modify in a manner adverse to the Holders (A) any provision contained herein with respect to the termination of this Agreement

or the CVRs, (B) the time for, or amount of, any payment to be made to the Holders pursuant to this Agreement, or (C) the definition of

CVR License Proceeds, CVR Product, CVR Product License, First Commercial Sale, First Commercial Sale Milestone, First Commercial Sale

Milestone Amount, CVR Payment Amount, Net Sales, Royalty Term or Royalties;

(ii)

reduce the number of CVRs; or

(iii)

modify any provisions of this Section 5.2, except to increase the percentage of Holders from whom consent is required

or to provide that certain provisions of this Agreement cannot be modified or waived without the consent of the Holder of each outstanding

CVR affected thereby.

No amendment pursuant

to this Section 5.2 shall adversely affect the interest of a Holder (in its capacity as a Holder) relative to the interests of

all other Holders, without the prior written consent of the affected Holder.

(b)

Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2,

Parent will mail (or cause the Rights Agent to mail at the expense of Parent) a notice thereof by first class mail to the Holders at their

addresses as they appear on the CVR Register, setting forth such amendment.

Section 5.3

Execution of Amendments. In executing any amendment permitted by this Article V, the Rights Agent will be entitled

to receive, and will be fully protected in relying upon, an opinion of counsel selected by Parent stating that the execution of such amendment

is authorized or permitted by this Agreement. The Rights Agent may, but is not obligated to, enter into any such amendment that affects

the Rights Agent’s own rights, privileges, covenants or duties under this Agreement or otherwise. Each amendment to this Agreement

shall be evidenced by a writing signed by the Rights Agent and Parent. Any purported amendment to this Agreement not made in accordance

with this Article V shall be void ab initio and be of no force or effect.

Section 5.4

Effect of Amendments. Upon the execution of any amendment under this Article V, this Agreement will be modified in

accordance therewith, such amendment will form a part of this Agreement for all purposes and every Holder will be bound thereby.

ARTICLE

OTHER PROVISIONS OF GENERAL APPLICATION

Section 6.1

Notices to Rights Agent and Parent. Any notice or other communication required or permitted hereunder shall be in writing

and shall be deemed given when delivered in person, by overnight courier, by facsimile transmission (with receipt confirmed by telephone

or by automatic transmission report) or by electronic mail, or two (2) Business Days after being sent by registered or certified mail

(postage prepaid, return receipt requested), as follows:

If to the Rights Agent, to it at:

Computershare Inc.

Computershare Trust Company, N.A.

150 Royall Street

Canton, MA 02021

Attention:         Client Services

If to Parent, to it at:

Zymeworks Inc.

114 East 4th Avenue, Suite 800

Vancouver, BC, Canada V5T 1G4

Attention:

Scott Platshon

Kristin Stafford

Paul Schneider

Email:

[***]

with a copy to:

Kirkland & Ellis LLP

200 Clarendon Street

Boston, MA 02116

Attention:

Graham Robinson

Rachael G. Coffey

Dan Li

Email:

[***]

The Rights Agent or Parent may

specify a different address or facsimile number by giving notice in accordance with this Section 6.1.

Section 6.2

Notice to Holders. Where this Agreement provides for notice to Holders, such notice will be sufficiently given (unless otherwise

herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at the Holder’s

address as it appears in the CVR Register, not later than the latest date, and not earlier than the earliest date, if any, prescribed

for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any

defect in any notice so mailed, to any particular Holder will affect the sufficiency of such notice with respect to other Holders.

Section 6.3

Parent Successors and Assigns; Change of Control. Parent may assign, in its sole discretion and without the consent of any

other party, any or all of its rights, interests and obligations hereunder to one or more Affiliate(s) of Parent or to any purchaser or

exclusive licensee of all or substantially all rights to the CVR Product, including in connection with a Change of Control of Parent (each,

an “Assignee”); provided that the Assignee agrees to assume and be bound by all of the terms of this Agreement.

Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, any or all of its rights,

interests and obligations hereunder to one or more additional Assignees in compliance with this Section 6.3. This Agreement will

be binding upon, inure to the benefit of and be enforceable by and against each Assignee, and this Agreement shall not restrict Parent’s

or any of its Affiliates’ or Assignee’s ability to merge or consolidate, subject to compliance with this Section 6.3

to the extent there is an applicable assignment in connection with such merger or consolidation. Each of Parent’s non-Affiliate

Assignees shall expressly assume by an instrument supplemental hereto, executed and delivered to the Rights Agent, the due and punctual

payment of the CVRs and the due and punctual performance and observance of all of the covenants and obligations of this Agreement to be

performed or observed by Parent. Any attempted assignment of this Agreement or any transfer of its rights in violation of this Section

6.3 shall be void and of no effect.

Section 6.4

Benefits of Agreement. Nothing in this Agreement, express or implied, will give to any Person (other than the Rights Agent,

Parent, Parent’s successors and Assignees, the Holders and the Holders’ successors and assigns pursuant to a Permitted Transfer)

any benefit or any legal or equitable right, remedy or claim under this Agreement or under any covenant or provision herein contained,

all such covenants and provisions being for the sole benefit of the foregoing. The rights of Holders and their successors and assigns

pursuant to Permitted Transfers are limited to those expressly provided in this Agreement and the Merger Agreement. Notwithstanding anything

to the contrary contained herein, any Holder or Holder’s successor or assign pursuant to a Permitted Transfer may agree to renounce,

in whole or in part, its rights under this Agreement by written notice to the Rights Agent and Parent, which notice, if given, shall be

irrevocable.

Section 6.5

Governing Law.

(a)

This Agreement, the CVRs and all actions arising under or in connection therewith shall be governed by and construed in accordance

with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of

law thereof.

(b)

Each of the parties (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court

of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the

State of Delaware or the United States District Court for the District of Delaware, (ii) agrees that all claims in respect of such action

or proceeding shall be heard and determined exclusively in accordance with Section 6.5(b)(i), (iii) waives any objection to laying

venue in any such action or proceeding in such courts, (iv) waives any objection that such courts are an inconvenient forum or do not

have jurisdiction over any party and (v) agrees that service of process in English upon such Party in any such action or proceeding shall

be effective if notice is given in accordance with Section 6.1. Each of the parties hereto irrevocably agrees that, subject to

any available appeal rights, any decision, order, or judgment issued by such above named courts shall be binding and enforceable, and

irrevocably agrees to abide by any such decision, order, or judgment.

(c)

EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN

RESPECT OF ANY ACTION ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Section 6.6

Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction,

the other provisions of this Agreement shall remain in full force and effect. Any provision of this Agreement held invalid or unenforceable

only in part or degree shall remain in full force and effect to the extent not held invalid or unenforceable. The parties hereto further

agree to replace such invalid or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to

the extent possible, the economic, business and other purposes of such invalid or unenforceable provision; provided, however,

that if such excluded term, provision, covenant or restriction shall materially and adversely affect the rights, immunities, liabilities,

duties or obligations of the Rights Agent, the Rights Agent shall be entitled to resign immediately.

Section 6.7

Counterparts and Signature. This Agreement may be executed in two or more counterparts (including by facsimile or by an

electronic scan delivered by electronic mail), each of which shall be deemed an original but all of which together shall be considered

one and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto and delivered to

the other party, it being understood that the parties need not sign the same counterpart.

Section 6.8         Termination. This Agreement will terminate and be of no force or effect (except for such provisions hereunder which expressly

survive under their terms), the parties hereto will have no liability hereunder (other than with respect to monies due and owing by Parent

to the Rights Agent prior to the effectiveness of such termination), and no payments will be required to be made to Holders, upon the

earlier to occur of (a) the License Expiration Date, if no CVR Product License has been executed, and the First Commercial Sale Milestone

has not occurred, as of or prior to such date and (b) the expiration or termination of all CVR Product Licenses executed as of or prior

to the License Expiration Date. No termination shall affect the Holders’ rights to any payment accrued prior to the effective date

of such termination.

Section 6.9

Further Assurance. Subject to the provisions of this Agreement, Parent and the Rights Agent will, from time to time, do

all commercially reasonable acts and things and execute and deliver all such further documents and instruments, as Parent and the Rights

Agent may reasonably require for the carrying out or performing by the Rights Agent of the provisions of this Agreement.

Section 6.10

Force Majeure. Notwithstanding anything to the contrary contained herein, none of the Rights Agent, Parent or any of its

Subsidiaries will be liable for any delays or failures in performance resulting from acts beyond its reasonable control including acts

of God, pandemics, epidemics, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunctions of computer

facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor disputes,

strikes, or shortages (other than with respect to the affected party and its Affiliates), war or civil unrest, it being understood that

such parties shall use commercially reasonable efforts to resume performance as soon as reasonably practicable under the circumstances.

Section 6.11

Confidentiality. The Rights Agent and Parent agree that all books, records, information and data pertaining to the business

of the other party that are exchanged or received pursuant to the negotiation or the carrying out of this Agreement, including the amount

and terms of fees for services, any CVR Product License (or amendment thereto) or the RP Agreement (or amendment thereto), shall remain

confidential and shall be used solely to perform their respective obligations under this Agreement, and shall not be voluntarily disclosed

to any other Person, except as may be required by applicable Law. However, each party may disclose relevant aspects of the other party’s

confidential information to its officers, Affiliates, agents, subcontractors and employees to the extent reasonably necessary and to be

used solely to perform its duties and obligations under this Agreement if such disclosure is not prohibited by applicable Law.

Section 6.12

Entire Agreement. As to the Holders and the Company, this Agreement and the Merger Agreement (including the schedules, annexes

and exhibits thereto and the documents and instruments referred to therein) contain the entire understanding of the parties hereto and

thereto with reference to the transactions and matters contemplated hereby and thereby and supersedes all prior agreements, written or

oral, among the parties with respect hereto and thereto. With respect to the duties, obligations and immunities of the Rights Agent and

the obligations of the Company, this Agreement shall govern and control. If and to the extent that any provision of this Agreement is

inconsistent or conflicts with the Merger Agreement, this Agreement will govern and be controlling with respect to the CVRs.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, each of

the parties has caused this Agreement to be executed on its behalf by its duly authorized officers as of the day and year first above

written.

ZYMEWORKS INC.

By:

/s/ Scott Platshon

Name: Scott Platshon

Title: Executive Vice President and

Chief Business Officer

COMPUTERSHARE

TRUST COMPANY,

N.A., and COMPUTERSHARE INC.,

on behalf of both parties

By:

/s/ Collin Ekeogu

Name: Collin Ekeogu

Title: Director, Corporate Actions

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No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

ISO 3166-1 alpha-2 country code.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCountry

Namespace Prefix:

dei_

Data Type:

dei:countryCodeItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

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Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

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xbrli:normalizedStringItemType

Balance Type:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

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Data Type:

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Balance Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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