tm2219411-1_sctot - none

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

F-STAR THERAPEUTICS, INC.

(Name of Subject Company)

SINO BIOPHARMACEUTICAL LIMITED,
INVOX PHARMA LIMITED

and

FENNEC ACQUISITION INCORPORATED

(Names of Filing Persons (Offerors))

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

30315R 107
(CUSIP Number of Class of Securities)

Tyron Hussey
invoX Pharma Limited
5 Merchant Square
London, United Kingdom, W2 1AY
+44 203 786 5144

(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Persons)

With a copy to:

George Casey
George Karafotias
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
(212) 848-4000

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Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:

Not applicable

Filing Party:

Not applicable

Form or Registration No.:

Not applicable

Date Filed:

Not applicable

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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

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third-party tender offer subject to Rule 14d-1.

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issuer tender offer subject to Rule 13e-4.

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going-private transaction subject to Rule 13e-3.

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amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Tender Offer Statement on Schedule TO (together with any exhibits and annexes attached hereto, this “Schedule TO”) is filed by (i) Fennec Acquisition Incorporated, a Delaware corporation (“Purchaser”) and a direct wholly-owned subsidiary of invoX Pharma Limited, a private limited company organized under the laws of England and Wales (“Parent”), which is a direct wholly-owned subsidiary of Sino Biopharmaceutical Limited, a company organized under the laws of the Cayman Islands (“SBP”), (ii) Parent and (iii) SBP. This Schedule TO relates to the offer by Purchaser to purchase all of the issued and outstanding shares (each, a “Share” and collectively, the “Shares”) of common stock, par value $0.0001 per share, of F-star Therapeutics, Inc., a Delaware corporation (the “Company”), for $7.12 per Share, payable net to the holder in cash, without interest, subject to any withholding taxes required by applicable law, and on the terms and subject to the conditions set forth in the Offer to Purchase, dated July 7, 2022 (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the accompanying Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal,” and together with the Offer to Purchase and other related materials, as each may be amended and supplemented from time to time, the “Offer”), copies of which are attached to this Schedule TO as Exhibits (a)(1)(a) and (a)(1)(b), respectively. Pursuant to General Instruction F to Schedule TO, the information contained in the Offer to Purchase, including all schedules and annexes to the Offer to Purchase, is hereby expressly incorporated in this Schedule TO by reference in response to Items 1 through 11 of this Schedule TO and is supplemented by the information specifically provided for in this Schedule TO. The Agreement and Plan of Merger, dated as of June 22, 2022 (as it may be amended, restated or supplemented from time to time, the “Merger Agreement”), among SBP, Parent, Purchaser and the Company, a copy of which is attached as Exhibit (d)(1) to this Schedule TO, is incorporated in this Schedule TO by reference with respect to Items 4 through 9 and Item 11 of this Schedule TO.

Item 1. Summary Term Sheet.

The information set forth in the section “Summary Term Sheet” of the Offer to Purchase is incorporated herein by reference.

Item 2. Subject Company Information.

(a) The subject company and issuer of the securities subject to the Offer is the Company. Its principal executive office is located at Eddeva B920 Babraham Research Campus, Cambridge, United Kingdom, CB22 3AT and its telephone number is +44-1223-497400.

(b) This Schedule TO relates to the Company’s shares of common stock, par value $0.0001 per share. According to the Company, as of the close of business on June 22, 2022, there were 21,584,723 Shares issued and outstanding.

(c) The information concerning the principal market in which the Shares are traded, and certain high and low sales prices for the Shares in that principal market, is set forth in the section “Price Range of Shares; Dividends on the Shares” of the Offer to Purchase and is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

(a), (b), (c) The information set forth in the sections “Introduction,” “Summary Term Sheet,” “Certain Information Concerning SBP, Parent and Purchaser” and in Schedules I, II and III of the Offer to Purchase is incorporated herein by reference.

Item 4. Terms of the Transaction.

(a)(1)(i) – (viii), (xii) The information set forth in the Offer to Purchase is incorporated herein by reference.

(a)(1)(ix) – (xi) Not applicable.

(a)(2)(i) – (iv) and (vii) The information set forth in the Offer to Purchase is incorporated herein by reference.

(a)(2)(v) – (vi) Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

(a), (b) The information set forth in the sections “Summary Term Sheet,” “Introduction,” “Certain Information Concerning SBP, Parent and Purchaser,” “Background of the Offer; Past Contacts or Negotiations with the Company,” “Purpose of the Offer; Plans for the Company” and “The Merger Agreement; Other Agreements” of the Offer to Purchase is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

(a), (c)(1), (c)(3 – 7) The information set forth in the sections “Summary Term Sheet,” “Introduction,” “Background of the Offer; Past Contacts or Negotiations with the Company,” “Purpose of the Offer; Plans for the Company,” “The Merger Agreement; Other Agreements,” “Dividends and Distributions” and “Certain Effects of the Offer” of the Offer to Purchase is incorporated herein by reference.

(c)(2) None.

Item 7. Source and Amount of Funds or Other Consideration.

(a), (b), (d) The information set forth in the sections “Summary Term Sheet” and “Source and Amount of Funds” of the Offer to Purchase is incorporated herein by reference.

Item 8. Interest in Securities of the Subject Company.

(a) The information set forth in the section “Certain Information Concerning SBP, Parent and Purchaser” of the Offer to Purchase is incorporated herein by reference.

(b) Not applicable.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

(a) The information set forth in the sections “Introduction” and “Fees and Expenses” is incorporated herein by reference.

Item 10. Financial Statements of Certain Bidders.

(a), (b) Not Applicable.

Item 11. Additional Information.

(a)(1) The information set forth in the sections “Certain Information Concerning SBP, Parent and Purchaser,” “Purpose of the Offer; Plans for the Company” and “The Merger Agreement; Other Agreements” of the Offer to Purchase is incorporated herein by reference.

(a)(2) and (a)(3) The information set forth in the sections “Purpose of the Offer; Plans for the Company,” “The Merger Agreement; Other Agreements” and “Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase is incorporated herein by reference.

(a)(4) The information set forth in the section “Certain Effects of the Offer” of the Offer to Purchase is incorporated herein by reference.

(a)(5) The information set forth in the sections “Purpose of the Offer; Plans for the Company,” “The Merger Agreement; Other Agreements” and “Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase is incorporated herein by reference.

(c) The information set forth in the Offer to Purchase and the Letter of Transmittal, to the extent not otherwise incorporated herein by reference, is incorporated herein by reference.

Item 12. Exhibits.

	(a)(1)(a)			Offer to Purchase, dated July 7, 2022.*
	(a)(1)(b)			Form of Letter of Transmittal.*
	(a)(1)(c)			Form of Notice of Guaranteed Delivery.*
	(a)(1)(d)			Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
	(a)(1)(e)			Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
	(a)(1)(f)			Summary Advertisement as published in The New York Times on July 7, 2022.*
	(a)(1)(g)			Power of Attorney for SBP, dated as of June 22, 2022.*
	(a)(5)(a)			Joint Press Release issued by Parent and the Company on June 23, 2022, attached as Exhibit (a)(5)(a) to the Form SC TO-C filed by Parent with the Securities and Exchange Commission on June 23, 2022 (incorporated herein by reference).
	(a)(5)(b)			Announcement, published by SBP on the Hong Kong Stock Exchange on June 23, 2022, attached as Exhibit (a)(5)(b) to the Form SC TO-C filed by Parent with the Securities and Exchange Commission on June 23, 2022 (incorporated herein by reference).
	(a)(5)(c)			Press Release Announcing Commencement of Tender Offer issued by Parent on July 7, 2022.*
	(d)(1)			Agreement and Plan of Merger, dated June 22, 2022, among SBP, Parent, Purchaser and the Company, attached as Exhibit 2.1 to the Form 8-K/A filed by the Company with the Securities and Exchange Commission on June 23, 2022 (incorporated herein by reference).
	(d)(2)			Form of Securities Purchase Agreement, by and among Purchaser, Parent, SBP and the Company.*
	(d)(3)			Form of Tender and Support Agreement, dated June 22, 2022, among Parent, Purchaser and the stockholders of the Company party thereto, attached as Exhibit 99.2 to the Form 8-K filed by the Company with the Securities and Exchange Commission on June 23, 2022 (incorporated herein by reference).
	(d)(4)			Confidentiality and Non-Disclosure Agreement, dated as of December 17, 2021, by and between SBP and the Company.*
	(d)(5)			Transition Services Agreement and Settlement Agreement, dated as of June 22, 2022, by and among F-Star Therapeutics Limited, Parent and Eliot Forster.*
	(d)(6)			Amendment to Employment Agreement, dated as of June 22, 2022, by and among F-Star Therapeutics Limited, Parent and Neil Brewis.*
	(g)			Not applicable.
	(h)			Not applicable.
	107			Filing Fee Table.*

Filed herewith.

Item 13. Information Required by Schedule 13E-3.

Not applicable.

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Exhibit (a)(1)(a)

Offer To Purchase
All Outstanding Shares of Common Stock
of
F-star Therapeutics, Inc.
at
$7.12 Per Share
by
SINO BIOPHARMACEUTICAL LIMITED,

INVOX PHARMA LIMITED

and

FENNEC ACQUISITION INCORPORATED

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE (1) MINUTE PAST 11:59 P.M., EASTERN TIME, ON AUGUST 3, 2022, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

Fennec Acquisition Incorporated, a Delaware corporation (“Purchaser”) and a direct wholly-owned subsidiary of invoX Pharma Limited, a private limited company organized under the laws of England and Wales (“Parent”), which is a direct wholly-owned subsidiary of Sino Biopharmaceutical Limited, a company organized under the laws of the Cayman Islands (“SBP”), is offering to purchase all of the issued and outstanding shares (each, a “Share,” and collectively, “Shares”) of common stock, par value $0.0001 per share, of F-star Therapeutics, Inc., a Delaware corporation (the “Company”), for $7.12 per Share (the “Offer Price”), payable net to the holder in cash, without interest, subject to any withholding taxes required by applicable law, and on the terms and subject to the conditions set forth in this Offer to Purchase (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the accompanying Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal,” and together with this Offer to Purchase and other related materials, as each may be amended and supplemented from time to time, the “Offer”).

The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of June 22, 2022 (as it may be amended from time to time, the “Merger Agreement”), among SBP, Parent, Purchaser and the Company, pursuant to which, after consummation of the Offer and the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company (the “Merger”) in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), on the terms and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving corporation and becoming an indirect wholly-owned subsidiary of SBP. In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than Shares (a) held in the treasury of the Company or then owned by Parent, Purchaser or the Company, or any direct or indirect wholly-owned subsidiary thereof, immediately prior to the Effective Time or (b) held by a holder who is entitled to demand and properly demands appraisal of such Shares in accordance with Section 262 of the DGCL) will be converted into the right to receive an amount in cash equal to the Offer Price, payable net to the holder in cash, without interest, subject to any withholding taxes required by applicable law.

Under no circumstances will interest be paid on the purchase price for the Shares, including by reason of any extension of the Offer or any delay in making payment for Shares.

The obligation of Purchaser to accept for payment and pay for Shares validly tendered and not validly withdrawn pursuant to the Offer is subject only to the satisfaction or waiver (to the extent permitted under the Merger Agreement) of those conditions set forth in Section 15 — “Conditions of the Offer” hereunder. There is no financing condition to the Offer.

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The board of directors of the Company has unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are advisable and fair to, and in the best interest of, the Company and the holders of the Shares, (b) agreed that the Merger shall be effected under Section 251(h) and other relevant provisions of the DGCL, (c) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Offer and the Merger, and (d) resolved to recommend that the holders of the Shares accept the Offer and tender their Shares to Purchaser pursuant to the Offer.

A summary of the principal terms and conditions of the Offer appears in the “Summary Term Sheet” beginning on page i of this Offer to Purchase. You should read this entire document carefully before deciding whether to tender your Shares in the Offer.

NEITHER THE OFFER NOR THE MERGER HAS BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THE OFFER OR THE MERGER OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS OFFER TO PURCHASE OR THE LETTER OF TRANSMITTAL. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND A CRIMINAL OFFENSE.

The Information Agent for the Offer is:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022

Stockholders May Call Toll-Free:
1 (888) 750-5830 (from the U.S. or Canada)

From outside the U.S. and Canada, please call:
+1 (412) 232-3651

Banks and Brokers May Call Collect:
(212) 750-5833

Email (for material requests only):
info@innisfreema.com

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IMPORTANT

If you wish to tender all or a portion of your Shares to Purchaser in the Offer, you must either (i) complete and sign the Letter of Transmittal that accompanies this Offer to Purchase in accordance with the instructions in the Letter of Transmittal and mail or deliver the Letter of Transmittal and all other required documents to Computershare Trust Company, N.A., the depositary for the Offer (the “Depositary”) together with certificates representing the Shares tendered or follow the procedure for book-entry transfer set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares” or (ii) request your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you. If your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must contact that institution in order to tender your Shares to Purchaser before the expiration of the Offer.

If you desire to tender your Shares pursuant to the Offer and the certificates representing your Shares are not immediately available, or you cannot comply in a timely manner with the procedures for tendering your Shares by book-entry transfer or you cannot deliver all required documents to the Depository prior to the expiration of the Offer, you may tender your Shares to Purchaser pursuant to the Offer by following the procedures for guaranteed delivery set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares.”

Questions and requests for assistance should be directed to Innisfree M&A Incorporated, the information agent for the Offer (the “Information Agent”), at the address and telephone numbers set forth on the back cover of this Offer to Purchase. Additional copies of this Offer to Purchase, the related Letter of Transmittal, the notice of guaranteed delivery and other materials related to the Offer may also be obtained at our expense from the Information Agent. Additionally, copies of this Offer to Purchase, the related Letter of Transmittal and any other material related to the Offer may be found at http://www.sec.gov. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance.

No broker, dealer, commercial bank, trust company or other nominee will be deemed to be the agent of SBP, Parent, Purchaser, the Company, the Information Agent or the Depositary or any of their affiliates for the purpose of the Offer. This Offer to Purchase and the related Letter of Transmittal contain important information, and you should read both carefully and in their entirety before making a decision with respect to the Offer.

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SUMMARY TERM SHEET

The information contained in this Summary Term Sheet is a summary only and is not meant to be a substitute for the more detailed description and information contained in the remainder of this Offer to Purchase (together with any amendments or supplements thereto, the “Offer to Purchase”), the accompanying Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal”), and other related materials as may be amended or supplemented from time to time (collectively, with the Offer to Purchase and Letter of Transmittal, the “Offer”). You are urged to read carefully this Offer to Purchase, the Letter of Transmittal and other related materials in their entirety because the information in this Summary Term Sheet is not complete and additional important information is included in the remainder of this Offer to Purchase and the accompanying Letter of Transmittal. This Summary Term Sheet includes cross-references to other sections of this Offer to Purchase where you will find more complete descriptions of the topics mentioned below. The information concerning the Company contained in this Summary Term Sheet and elsewhere in this Offer to Purchase has been provided to SBP, Parent and Purchaser by the Company or has been taken from, or is based upon, publicly available documents or records of the Company on file with the Securities and Exchange Commission (the “SEC”) or other public sources at the time of the Offer. SBP, Parent and Purchaser have not independently verified the accuracy and completeness of such information.

Securities Sought

Subject to certain conditions, including the satisfaction of the Minimum Condition, as described below, all of the issued and outstanding shares of common stock, par value $0.0001 per share, of the Company.

Price Offered Per Share

$7.12, payable net to the holder in cash, without interest and subject to any withholding taxes required by applicable law.

Scheduled Expiration of Offer

One (1) minute past 11:59 p.m., Eastern Time, on August 3, 2022, unless the Offer is otherwise extended or earlier terminated in accordance with the terms of the Merger Agreement.

Purchaser

Fennec Acquisition Incorporated, a Delaware corporation and a direct wholly-owned subsidiary of Parent and an indirect wholly-owned subsidiary of SBP.

Company Board Recommendation:

Who is offering to buy my securities?

Fennec Acquisition Incorporated, a Delaware corporation (“Purchaser”) and a direct wholly-owned subsidiary of invoX Pharma Limited, a private limited company organized under the laws of England and Wales (“Parent”), which is an indirect wholly-owned subsidiary of Sino Biopharmaceutical Limited, a company organized under the laws of the Cayman Islands (“SBP”), is offering to purchase all of the issued and outstanding shares (each, a “Share,” and collectively, “Shares”) of common stock, par value $0.0001 per share (“Common Stock”), of F-star Therapeutics, Inc., a Delaware corporation (the “Company”), for $7.12 per Share (the “Offer Price”), payable net to the holder in cash, without interest, subject to any withholding taxes required by applicable law. SBP, together with its subsidiaries, is a leading, innovative research and development driven pharmaceutical conglomerate in China, with a business scope that is vertically integrated including research and development, manufacturing and sales and marketing

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infrastructure. Its product offerings include a variety of biological and small molecule drugs, and in therapy areas that include hepatology, oncology, cardiovascular and cerebrovascular diseases, orthopedics, digestive and immune and respiratory diseases. More information on SBP can be found at www.sinobiopharm.com/en/.

Unless the context indicates otherwise, in this Offer to Purchase, we use the terms “us,” “we” and “our” to refer to Purchaser and, where appropriate, SBP or Parent. We use the term “Purchaser” to refer to Fennec Acquisition Incorporated alone, the term “Parent” to refer to invoX Pharma Limited alone, the term “SBP” to refer to Sino Biopharmaceutical Limited alone and the term “Company” to refer to F-star Therapeutics, Inc., alone.

See Section 8 — “Certain Information Concerning SBP, Parent and Purchaser.”

What is the class and amount of securities sought pursuant to the Offer?

Purchaser is offering to purchase all of the issued and outstanding Shares of the Company on the terms and subject to the conditions set forth in this Offer to Purchase. In this Offer to Purchase, we use the term “Offer” to refer to this Offer to Purchase, the Letter of Transmittal and other related materials, as each may be amended and supplemented from time to time, and the term “Shares” to refer to all of the issued and outstanding shares of common stock, par value $0.0001 per share of the Company, that are the subject of the Offer.

See Section 1 — “Terms of the Offer.”

Why are you making the Offer?

We are making the Offer because we want to acquire control of, and ultimately the entire equity interest in, the Company. If the Offer is consummated, we intend to complete the Merger as promptly as practicable thereafter, but in any event no later than the first (1st) business day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 15 — “Conditions of the Offer” hereunder. After completion of the Offer and the Merger (as described below), the Company will be an indirect wholly-owned subsidiary of SBP and a direct subsidiary of Parent. In addition, we intend to cause the Shares to be delisted from The Nasdaq Stock Market LLC (“Nasdaq”) and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon after consummation of the Merger as the requirements for such delisting and termination of registration are satisfied.

Who can participate in the Offer?

The Offer is open to all holders and beneficial owners of Shares.

How much are you offering to pay?

Purchaser is offering to pay $7.12 per Share, net to the holder in cash, without interest, subject to any withholding taxes required by applicable law. We refer to this amount as the “Offer Price.”

See the “Introduction” to this Offer to Purchase.

Will I have to pay any fees or commissions?

If you are the record owner of your Shares and you directly tender your Shares to us in the Offer, you will not have to pay brokerage fees or commissions or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. If you own your Shares through a broker, dealer, commercial bank, trust company or other nominee, and your broker, dealer, commercial bank, trust company or other nominee tenders your Shares on your behalf, your broker, dealer, commercial bank, trust company or other nominee may charge you a fee for doing so. You should consult your broker, dealer, commercial bank, trust company or other nominee to determine whether any charges will apply.

See the “Introduction” to this Offer to Purchase and Section 18 — “Fees and Expenses.”

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Is there an agreement governing the Offer?

Yes. SBP, Parent, Purchaser and the Company have entered into an Agreement and Plan of Merger, dated as of June 22, 2022 (as it may be amended from time to time, the “Merger Agreement”). The Merger Agreement contains the terms and conditions of the Offer and the subsequent merger of Purchaser with and into the Company (the “Merger”), with the Company surviving such merger as a direct wholly-owned subsidiary of Parent and an indirect subsidiary of SBP if the Offer is completed and the Merger is consummated.

See Section 11 — “The Merger Agreement; Other Agreements” and Section 15 — “Conditions of the Offer.”

What are the material U.S. federal income tax consequences of tendering my Shares in the Offer or having my Shares exchanged for cash pursuant to the Merger?

The exchange of Shares for cash pursuant to the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. Holder (as defined below in Section 5 — “Material U.S. Federal Income Tax Consequences”) who sells Shares pursuant to the Offer or receives cash in exchange for Shares pursuant to the Merger will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (a) the amount of cash received and (b) the U.S. Holder’s tax basis in the Shares sold pursuant to the Offer or exchanged for cash pursuant to the Merger. The exchange of Shares for cash pursuant to the Offer or the Merger generally will not result in tax to a non-U.S. Holder (as defined below in Section 5 — “Material U.S. Federal Income Tax Consequences”) under U.S. federal income tax laws unless such non-U.S. Holder has certain connections with the United States. See Section 5 — “Material U.S. Federal Income Tax Consequences” for a more detailed discussion of the tax treatment of the Offer and the Merger.

We urge you to consult with your own tax advisor as to the particular tax consequences to you of the Offer and the Merger in light of your particular circumstances (including the application and effect of any U.S. federal, state, local or non-U.S. income and other tax laws).

Do you have the financial resources to pay for all of the Shares that Purchaser is offering to purchase pursuant to the Offer?

Yes. We estimate that we will need approximately $167,698,000 to purchase all of the Shares pursuant to the Offer and to complete the Merger. SBP and Parent will provide Purchaser by way of transfer pursuant to intercompany agreements with sufficient funds to pay for all Shares tendered and accepted for payment in the Offer and to provide funding for the Merger. The Offer and the Merger are not conditioned upon SBP’s or Purchaser’s ability to finance the purchase of Shares pursuant to the Offer and the Merger.

See Section 9 — “Source and Amount of Funds.”

Is your financial condition relevant to my decision to tender my Shares in the Offer?

Purchaser believes that the financial condition of SBP, Parent and Purchaser is not material to a decision by a holder of Shares whether to sell, hold or tender Shares in the Offer because (a) the Offer is being made for all outstanding Shares solely for cash, (b) Purchaser, through SBP and Parent, will have sufficient funds and financial resources available to purchase all Shares validly tendered in the Offer and not validly withdrawn and acquired in the Merger, (c) the Offer and the Merger are not subject to any financing condition and (d) if Purchaser consummates the Offer, SBP and Parent will acquire any remaining Shares for the same cash price in the Merger.

See Section 9 — “Source and Amount of Funds.”

Is there a minimum number of Shares that must be tendered in order for you to purchase any securities?

Yes. The obligation of Purchaser to accept for payment and pay for Shares validly tendered and not validly withdrawn pursuant to the Offer is subject to various conditions set forth in Section 15 — “Conditions

iii

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of the Offer,” including, among other conditions, the Minimum Condition. The “Minimum Condition” means that there shall have been validly tendered in the Offer (excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been “received”, as defined by Section 251(h)(6)(f) of the General Corporation Law of the State of Delaware (the “DGCL”)), and not validly withdrawn prior to the Expiration Date (as defined below), that number of Shares that, together with the number of Shares, if any, then owned beneficially by SBP, Parent and Purchaser (together with their wholly-owned subsidiaries), represents at least one share more than fifty percent (50%) of all Shares outstanding as of the consummation of the Offer.

See Section 15 — “Conditions of the Offer.”

How long do I have to decide whether to tender my Shares in the Offer?

You will have until one (1) minute past 11:59 p.m., Eastern Time, on the Expiration Date to tender your Shares in the Offer. The term “Expiration Date” means August 3, 2022, unless the expiration of the Offer is extended to a subsequent date in accordance with the terms of the Merger Agreement, in which event the term “Expiration Date” means such subsequent date. In addition, if, pursuant to the Merger Agreement, we decide to, or are required to, extend the Offer as described below, you will have an additional opportunity to tender your Shares. Further, if you cannot deliver everything that is required in order to make a valid tender in accordance with the terms of the Offer by the Expiration Date, you may be able to use a guaranteed delivery procedure by which a broker, a bank or any other fiduciary that is an Eligible Institution (as defined in Section 3 — “Procedures for Accepting the Offer and Tendering Shares”) may guarantee that the missing items will be received by Computershare Trust Company, N.A., which is the depositary for the Offer (the “Depositary”), within two Nasdaq trading days. Please give your broker, dealer, commercial bank, trust company or other nominee instructions in sufficient time to permit such nominee to tender your Shares by the Expiration Date.

See Section 1 — “Terms of the Offer” and Section 3 — “Procedures for Accepting the Offer and Tendering Shares.”

Can the Offer be extended and under what circumstances?

Yes. The Merger Agreement contains provisions that govern the circumstances under which Purchaser is required or permitted to extend the Offer and under which Parent is required to cause Purchaser to extend the Offer. Specifically, the Merger Agreement provides that:

(a)

if, as of the then-scheduled Expiration Date, (i) any Offer Condition (as defined below) (other than the Minimum Condition) is not satisfied and has not been waived or (ii) the Minimum Condition is not satisfied and prior to such then-scheduled Expiration Date an Acquisition Proposal (x) has been publicly announced and not publicly withdrawn or (y) has not been publicly announced but has been received by the Company and not withdrawn, Purchaser may, in its discretion (and without the consent of the Company or any other person), extend the Offer on one or more occasions, for additional periods of up to ten (10) business days per extension (or for such longer period as may be agreed to by Parent and the Company), to permit such Offer Condition to be satisfied;

(b)

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mergers or other business combinations and similar transactions, the effect of which may be to lessen or impede competition or to tend to create or strengthen a dominant position or to create a monopoly (collectively, “Antitrust Laws”), shall have expired or been terminated or (B) if a declaration or notification has been made to or requested by the Committee on Foreign Investment in the United States (“CFIUS”) with respect to the transactions contemplated by the Merger Agreement, the CFIUS Action (as defined below) with respect to such declaration or notification has occurred, or if a declaration, notification or report form has been filed or is required to be filed with the applicable governmental body under any applicable foreign investment rules, including the UK National Security and Investment Act (the “NSIA”), the applicable consent, approval or clearance with respect to such declaration, notification or report has been obtained; and

(c)

if, as of the scheduled Expiration Date, any Offer Condition (other than the Minimum Condition) is not satisfied and has not been waived, at the request of the Company, Purchaser shall extend the Offer on one or more occasions for an additional period of up to ten (10) business days per extension (or for such longer period as may be agreed to by Parent and the Company), to permit such Offer Condition to be satisfied.

However, in no event shall Purchaser (a) be required to extend the Offer beyond the earlier to occur of (i) the valid termination of the Merger Agreement and (ii) the End Date (the “Extension Deadline”) or (b) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company.

In addition, if, at the otherwise scheduled Expiration Date, each Offer Condition (other than the Minimum Condition) shall have been satisfied or waived, and the Minimum Condition shall not have been satisfied, Purchaser shall extend the Offer on up to two (2) consecutive occasions, for an additional period of up to ten (10) business days per extension (or for such longer period as may be agreed to by Parent and the Company), to permit the Minimum Condition to be satisfied; provided that (i) Purchaser shall not be required to extend the Offer pursuant to this sentence on more than two (2) occasions and (ii) Purchaser shall not, under any circumstances, without the prior written consent of the Company, extend the Offer beyond the Extension Deadline.

The “End Date” means October 20, 2022, or as extended pursuant to the terms of the Merger Agreement as summarized below in Section 11 — “The Merger Agreement; Other Agreements — Termination.”

“CFIUS Action” means (a) if a joint voluntary notification is submitted to CFIUS pursuant to 31 C.F.R. § 800 subpart E, or if CFIUS initiates a review of the transactions contemplated by the Merger Agreement, pursuant to 31 C.F.R. § 800.407(a)(3), then (i) written notice from CFIUS that it has concluded its review, or, if applicable, investigation of the transactions contemplated by the Merger Agreement, and has determined that there are no unresolved national security concerns with respect to the transaction contemplated by the Merger Agreement and that action under Section 721 of Title VII of the Defense Production Act of 1950, codified at 50 U.S.C. § 4565, including the amendments under the Omnibus Trade and Competitiveness Act of 1988, the Foreign Investment and National Security Act of 2007 and the Foreign Investment Risk Review Modernization Act of 2018, including the regulations of CFIUS promulgated thereunder, codified at 31 C.F.R. Part 800, et seq. (the “DPA”) is concluded, or (ii) written notice from CFIUS that the transactions contemplated by the Merger Agreement do not constitute a Covered Transaction (as such term is defined in 31 C.F.R. § 800.213) and are not subject to review by CFIUS, (b) if CFIUS has sent a report to the President of the United States (the “President”) requesting the President’s decision and either (i) the President has announced a decision not to take any action to suspend or prohibit the transaction contemplated by the Merger Agreement, or (ii) the time permitted under Section 721 of the DPA for the President to take action to suspend or prohibit the transactions contemplated by the Merger Agreement shall have lapsed without any such action being threatened, announced or taken, or (c) if a declaration is submitted to CFIUS pursuant to 31 C.F.R. § 800.402, then written notice from CFIUS that (i) CFIUS has concluded its assessment of the transactions contemplated by the Merger Agreement and determined there are no unresolved national security concerns related thereto, or (ii) CFIUS is not able to conclude its assessment of the transactions contemplated by the Merger Agreement but has not requested that the parties submit a joint voluntary notice to CFIUS in connection thereto or initiated a unilateral review thereof.

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See Section 1 — “Terms of the Offer” and Section 11 — “The Merger Agreement; Other Agreements.”

Will there be a subsequent offering period?

No, the Merger Agreement does not provide for a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act.

See Section 1 — “Terms of the Offer.”

How will I be notified if the Offer is extended?

If we extend the Offer, we will inform the Depositary, of any extension, and will issue a press release announcing the extension no later than 9:00 a.m., Eastern Time, on the next business day after the previously scheduled Expiration Date.

See Section 1 — “Terms of the Offer.”

What are the most significant conditions to the Offer?

The obligation of Purchaser to accept for payment and pay for any Shares validly tendered and not validly withdrawn in connection with the Offer is subject to the satisfaction of a number of conditions immediately prior to the then applicable Expiration Date of the Offer, including, among other conditions:

•

the Minimum Condition;

•

(a) any consent, approval or clearance with respect to, or terminations or expiration of any applicable mandatory waiting period (and any extensions thereof) imposed under the HSR Act or any foreign Antitrust Laws shall have been obtained, shall have been received or shall have terminated or expired, as the case may be, and if applicable, all antitrust investigations by the U.S. Federal Trade Commission (the “FTC”) or the U.S. Department of Justice (the “DOJ”) have been closed; and in the event the parties receive a letter from the FTC or DOJ that the applicable waiting period will expire imminently or has expired but the FTC or DOJ is still investigating the transactions contemplated by the Merger Agreement, such antitrust investigation will be deemed closed thirty (30) days after receipt of such letter unless the FTC or DOJ issues a request to the parties seeking information or otherwise indicates that it continues to actively investigate the transaction, in which case, such antitrust investigation will be deemed open until the earlier of (i) the FTC or DOJ indicating that its investigation is closed, (ii) thirty (30) days after the parties have supplied any requested information to the FTC or DOJ if the FTC or DOJ has indicated that it has no further requests or questions for the parties, or (iii) thirty (30) days after the FTC or DOJ has indicated its investigation is still open so long as it has not sought during that time any information from the parties about the transactions contemplated by the Merger Agreement, (b) if a declaration or notification has been made to or requested by CFIUS with respect to the transactions contemplated by the Merger Agreement, the CFIUS Action with respect to such declaration or notification has occurred, and (c) if any declaration, notification or report forms have been filed or are required to be filed with the applicable governmental body under any applicable foreign investment rules, including the NSIA, the applicable consent, approval or clearance with respect to such declaration, notification or report has been obtained;

•

the accuracy of the Company’s representations and warranties set forth in the Merger Agreement and the performance of the Company’s covenants set forth in the Merger Agreement, in each case, to specified standards of materiality; and

•

there shall not have been issued by any governmental body of competent jurisdiction and remain in effect any judgment, temporary restraining order, preliminary or permanent injunction or other order preventing the acquisition of or payment for Shares pursuant to the Offer or the consummation of the Offer or the Merger nor shall any action have been taken, or any law have been promulgated, entered, enforced, enacted, issued or deemed applicable to the Offer or the Merger by any governmental body which, directly or indirectly, prohibits or makes illegal the acquisition of or payment for Shares pursuant to the Offer or the consummation of the Merger.

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The above conditions are further described, and other conditions are described, below in Section 15 — “Conditions of the Offer” (collectively, the “Offer Conditions”). The Offer is not subject to any financing condition.

How do I tender my Shares?

In order for a stockholder to validly tender Shares pursuant to the Offer, the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message as defined in Section 2 — “Acceptance for Payment and Payment for Shares” in lieu of the Letter of Transmittal) and any other documents required by the Letter of Transmittal must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase, and either (a) the certificates evidencing tendered Shares must be received by the Depositary at such address or (b) such Shares must be tendered pursuant to the procedure for book-entry transfer set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares” and a confirmation of a book-entry transfer of such Shares must be received by the Depositary, in each case prior to the expiration of the Offer on the Expiration Date. The Letter of Transmittal is enclosed with this Offer to Purchase.

If you are unable to deliver any required document or instrument to the Depositary prior to the Expiration Date, you may gain some extra time by having a broker, a bank or any other fiduciary that is an eligible guarantor institution guarantee that the missing items will be received by the Depositary by using the enclosed notice of guaranteed delivery (the “Notice of Guaranteed Delivery”). For the tender to be valid, however, the Depositary must receive the Notice of Guaranteed Delivery prior to the expiration of the Offer on the Expiration Date and must then receive the missing items within two Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery. See Section 3 — “Procedures for Accepting the Offer and Tendering Shares.”

The Company’s stockholders must allow sufficient time for the necessary tender procedures to be completed during normal business hours of The Depository Trust Company, before one (1) minute after 11:59 p.m., Eastern Time, on the Expiration Date. In addition, for the Company’s stockholders who are registered holders, the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees (or in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal) and any other documents required by the Letter of Transmittal, must be received by the Depositary prior to one (1) minute after 11:59 p.m., Eastern Time, on the Expiration Date. The Depositary must receive the Notice of Guaranteed Delivery, properly completed and duly executed, prior to one (1) minute after 11:59 p.m., Eastern Time, on the Expiration Date, and must then receive the missing items within two Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery. The Company’s stockholders must tender their Shares in accordance with the procedures set forth in this Offer to Purchase and the Letter of Transmittal or the Notice of Guaranteed Delivery. Tenders received by the Depositary after the Expiration Date will be disregarded and of no effect.

If you hold your Shares in street name through a broker, dealer, commercial bank, trust company or other nominee, you must contact the institution that holds your Shares and give instructions that your Shares be tendered. You should contact the institution that holds your Shares for more details.

See Section 3 — “Procedures for Accepting the Offer and Tendering Shares.”

If I accept the Offer, how will I get paid?

Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the aggregate Offer Price for such Shares with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from us and transmitting such payments to tendering stockholders whose Shares have been accepted for payment.

See Section 2 — “Acceptance for Payment and Payment for Shares.”

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Until what time may I withdraw previously tendered Shares?

Shares tendered pursuant to the Offer may be withdrawn at any time prior to the expiration of the Offer on the Expiration Date. Thereafter, tenders are irrevocable, except that if we have not accepted your Shares for payment within sixty (60) days after the commencement of the Offer, you may withdraw them at any time after September 5, 2022, the sixtieth (60th) day after the commencement of the Offer, until Purchaser accepts your Shares for payment.

See Section 4 — “Withdrawal Rights.”

How do I withdraw previously tendered Shares?

To withdraw previously tendered Shares, you must deliver a written notice of withdrawal, or a facsimile of one, with the required information to the Depositary while you still have the right to withdraw Shares. If you tendered Shares by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of your Shares.

See Section 4 — “Withdrawal Rights.”

Has the Offer been approved by the Board of Directors of the Company?

Yes. The board of directors of the Company (the “Company Board”) has unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are advisable and fair to, and in the best interest of, the Company and the holders of the Shares, (b) agreed that the Merger shall be effected under Section 251(h) and other relevant provisions of the DGCL, (c) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Offer and the Merger, and (d) resolved to recommend that the holders of the Shares accept the Offer and tender their Shares to Purchaser pursuant to the Offer.

More complete descriptions of the reasons for the Company’s recommendation and approval of the Offer are set forth in the Company’s Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any exhibits, amendments or supplements thereto, the “Schedule 14D-9”) that is being mailed to you together with this Offer to Purchase. Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth in Item 4 under the sub-headings “Background of the Offer” and “Reasons for the Recommendation of the Board.”

If Shares tendered pursuant to the Offer are purchased by Purchaser, will the Company continue as a public company?

No. We expect to complete the Merger as promptly as practicable (but in any event no later than the first (1st) business day) following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 15 — “Conditions of the Offer” hereunder. Once the Merger takes place, the Company will be a direct wholly-owned subsidiary of Parent and an indirect subsidiary of SBP. We intend to cause the Shares to be delisted from Nasdaq and deregistered under the Exchange Act as promptly as practicable after completion of the Merger (and in any event no more than ten (10) days after completion of the Merger) as the requirements for such delisting and termination of registration are satisfied.

See Section 13 — “Certain Effects of the Offer.”

Will a meeting of the Company’s stockholders be required to approve the Merger?

No. Section 251(h) of the DGCL provides that, unless expressly required by its certificate of incorporation, no vote of stockholders will be necessary to authorize the merger of a constituent corporation which has a class or series of stock listed on a national securities exchange or held of record by more than two thousand (2,000) holders immediately prior to the execution of the applicable agreement of merger by such constituent corporation if, subject to certain statutory provisions:

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•

the agreement of merger expressly permits or requires that the merger shall be effected by Section 251(h) of the DGCL and provides that such merger be effected as soon as practicable following the consummation of the tender offer;

•

an acquiring corporation consummates a tender offer for all of the outstanding stock of such constituent corporation on the terms provided in such agreement of merger that, absent the provisions of Section 251(h) of the DGCL, would be entitled to vote on the adoption or rejection of the agreement of merger, provided, however, that such tender offer may be conditioned on the tender of a minimum number or percentage of shares of the stock of such constituent corporation, or any class or series thereof, and such offer many exclude any excluded stock;

•

immediately following the consummation of the tender offer, the stock that the acquiring corporation irrevocably accepts for purchase, together with the stock otherwise owned by the acquiring corporation or its affiliates, equals at least the percentage of shares of each class of stock of such constituent corporation that would otherwise be required to adopt the agreement of merger for such constituent corporation;

•

the acquiring corporation merges with or into such constituent corporation pursuant to such agreement of merger; and

•

each outstanding share (other than shares of excluded stock) of each class or series of stock of the constituent corporation that is the subject of and not irrevocably accepted for purchase in the offer is converted in such merger into, or into the right to receive, the same amount and type of consideration in the merger as was payable in the tender offer.

If the conditions to the Offer and the Merger are satisfied or waived (to the extent waivable), we are required by the Merger Agreement to effect the Merger pursuant to Section 251(h) of the DGCL without a meeting of the Company’s stockholders and without a vote or any further action by the stockholders.

If I do not tender my Shares but the Offer is consummated, what will happen to my Shares?

If the Offer is consummated and the Merger is not prohibited by law or court order, Purchaser is required under the Merger Agreement to effect the Merger pursuant to Section 251(h) of the DGCL as promptly as practicable (but in any event no later than the first (1st) business day) after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 15 — “Conditions of the Offer” hereunder. In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than Shares (i) held in the treasury of the Company or then owned by Parent, Purchaser or the Company, or any direct or indirect wholly-owned subsidiary thereof, immediately prior to the Effective Time or (ii) held by a holder who is entitled to demand and properly demands appraisal of such Shares in accordance with Section 262 of the DGCL and who, as of the Effective Time, has neither effectively withdrawn nor lost his, her or its rights to such appraisal and payment) will be converted into the right to receive an amount in cash equal to the Offer Price, payable net to the holder in cash, without interest, subject to any withholding taxes required by applicable law (the “Merger Consideration”).

If the Offer and Merger are consummated, the Company stockholders who do not tender their Shares in the Offer (other than stockholders who properly exercise appraisal rights under Delaware law) will have their Shares converted into the right to receive the Merger Consideration. Therefore, if the Offer is consummated and the Merger is completed, the only differences to you between tendering your Shares and not tendering your Shares in the Offer are that (i) you may be paid earlier if you tender your Shares in the Offer and (ii) appraisal rights will not be available to you if you tender Shares in the Offer, but will be available to you in the Merger if you do not tender Shares in the Offer. See Section 17 — “Appraisal Rights.” However, if sufficient Shares are not tendered to satisfy the Minimum Condition, the Merger will not occur, and no holder will receive the Merger Consideration for its Shares.

See the “Introduction” to this Offer to Purchase, Section 11 — “The Merger Agreement; Other Agreements” and Section 13 — “Certain Effects of the Offer.”

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What will happen to my stock options, RSUs and/or warrants in the Offer?

The Offer is being made only for Shares, and not for any outstanding Company Options (as described below), Company RSUs (as described below) or Company Warrants (as described below). Holders of outstanding vested but unexercised Company Options may participate in the Offer only if they first validly exercise such Company Options in accordance with the terms of the applicable Company equity incentive plan and the applicable Company Option award agreement of the Company and tender the Shares, if any, issued upon such exercise. Holders of Company RSUs will only be eligible to participate in the Offer if such Company RSUs are settled in accordance with the terms of the applicable Company equity incentive plan under which the Company RSUs were granted and the applicable Company RSU award agreement of the Company and the holder tenders the Shares, if any, issued upon such settlement sufficiently in advance of the expiration of the Offer on the Expiration Date to assure that the holder will have sufficient time to comply with the procedures for tendering Shares described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares.” Holders of outstanding unexercised Company Warrants may participate in the Offer only if they first exercise such Company Warrants in accordance with the terms of the warrant agreement and tender the Shares, if any, issued upon such exercise. Any such exercise should be completed sufficiently in advance of the Expiration Date to assure that the holder will have sufficient time to comply with the procedures for tendering Shares described below in Section 3 — “Procedures for Accepting the Offer and Tendering Shares.” See Section 11 — “The Merger Agreement; Other Agreements” for additional information regarding the treatment of outstanding equity awards in the Merger.

Pursuant to the Merger Agreement, each option to purchase Shares (each, a “Company Option”) that is outstanding as of immediately prior to the Effective Time will accelerate and become fully vested and exercisable effective immediately prior to, and contingent upon, the Effective Time (except in the case of Enterprise Management Incentive options (“EMI Options”) granted pursuant to the terms of the F-star Therapeutics, Inc. 2019 Equity Incentive Plan (“EIP”), which will accelerate and become fully vested and exercisable as of three business days prior to the Expiration Date). As of the Effective Time, by virtue of the Merger and without any further action on part of the holders thereof, Parent, Purchaser or the Company, each Company Option which has a per share exercise price that is less than the Merger Consideration (each, an “In the Money Option”) that is then outstanding and unexercised as of immediately before the Effective Time will be cancelled, in accordance with the terms of the EIP, and converted into the right to receive an amount in cash equal to the product of (a) the total number of Shares subject to such fully vested Company Option immediately prior to the Effective Time, multiplied by (b) the excess, if any, of (i) the Merger Consideration over (ii) the exercise price payable per Share under such Company Option. As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders thereof, Parent, Purchaser or Company, each Company Option which has a per share exercise price that is equal to or more than the Merger Consideration (each, an “Out of the Money Option”) that is then outstanding and unexercised as of immediately before the Effective Time will be cancelled at the Effective Time without any consideration payable therefor. Any EMI Options that remain outstanding and unexercised as of immediately before the Effective Time will be cancelled at the Effective Time and treated as either an In the Money Option or an Out of the Money Option.

Each restricted stock unit award (each, a “ Company RSU” and together, the “Company RSUs”) granted pursuant to any of the Company’s equity incentive plans or otherwise that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, will be cancelled and converted into the right to receive an amount in cash equal to the product of (a) the total number of Shares issuable in settlement of such Company RSU immediately prior to the Effective Time without regard to vesting multiplied by (b) the Merger Consideration.

Pursuant to the Merger Agreement, the Company will deliver notice of the transactions contemplated by the Merger Agreement, including the Offer and the Merger, to each holder of an existing warrant agreement of the Company (each, a “Company Warrant”) in accordance with the terms of the relevant Warrant Agreement, take such other actions as may be required pursuant thereto (including ensuring that, if permitted by the terms thereunder, any such Company Warrant will only be exercisable into the right to receive the amount of cash which would have been payable pursuant to the Offer with respect to the number of Shares into which such Company Warrant was convertible) and request in writing that such

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holder exercise or, contingent upon the consummation of the transactions contemplated by the Merger Agreement, including the Offer and the Merger, terminate its Company Warrant(s) prior to the Effective Time. However, (a) any such Company Warrant which has a per share exercise price that is less than the Offer Price and that is outstanding and unexercised as of immediately prior to the Effective Time (each, an “In the Money Warrant”) will be cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of Shares subject to such In the Money Warrant immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (x) the Offer Price over (y) the exercise price payable per Share under such In the Money Warrant, and (b) any such other Company Warrant which is thereafter exercisable only for the amount of cash which would have been payable pursuant to the Offer with respect to the number of Shares into which such Company Warrant was convertible, that is not exercised or terminated and is issued and outstanding immediately prior to the Effective Time, will be treated and assumed by the Surviving Corporation in accordance with the terms of the relevant Warrant Agreement.

See Section 11 — “The Merger Agreement; Other Agreements” for additional information regarding the treatment of outstanding equity awards in the Merger.

What is the market value of my Shares as of a recent date?

On June 22, 2022, the last full day of trading before the public announcement of the execution of the Merger Agreement, the closing price of the Shares on Nasdaq was $3.98 per Share. On July 6, 2022, the last full day of trading before commencement of the Offer, the reported closing sales price of the Shares on Nasdaq was $6.26 per Share. We encourage you to obtain a recent market quotation for Shares before deciding whether to tender your Shares.

See Section 6 — “Price Range of Shares; Dividends on the Shares.”

Have any stockholders already agreed to tender their Shares in the Offer or to otherwise support the Offer?

Yes. Concurrently with entering into the Merger Agreement, Parent and Purchaser entered into a Tender and Support Agreement (“Tender and Support Agreement”) with each of Eliot Forster, Ph.D., Darlene Deptula-Hicks, Louis Kayitalire, M.D., Neil Brewis, PhD., Nessan Bermingham, Ph.D., Edward Benz Jr., M.D., Geoffrey Race, David Arkowitz, Pamela Klein, M.D., and Todd Brady, M.D., Ph.D. (each a “Supporting Stockholder”), which provides, among other things, that as promptly as practicable after, but in no event later than ten (10) business days after, the commencement of the Offer, each Supporting Stockholder will take all action required to validly tender or cause to be validly tendered into the Offer all outstanding Shares such Supporting Stockholder owns of record or beneficially (within the meaning of Rule 13d-3 under the Exchange Act) as of the date of such Tender and Support Agreement together with any Shares or any other securities of the Company that are issued to or otherwise directly or indirectly acquired by any such Supporting Stockholder prior to the valid termination of such Tender and Support Agreement in accordance with its terms, including for the avoidance of doubt any Shares acquired by the Supporting Stockholder upon the vesting of Company RSUs or upon the exercise of Company Options after the date of the Tender and Support Agreement.

As of July 5, 2022, the Supporting Stockholders collectively directly or indirectly own approximately 1.02% of all Shares issued and outstanding. Parent expressly disclaims beneficial ownership of all Shares covered by each Tender and Support Agreement.

See Section 11 — “The Merger Agreement; Other Agreements — Tender and Support Agreements.”

Will I have appraisal rights in connection with the Offer?

No appraisal rights are available to the holders of Shares who tender such Shares in connection with the Offer. If the Offer and Merger are consummated, Shares outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and properly demands appraisal for such Shares in accordance with Section 262 of the DGCL, provided that such holder has not failed to perfect or has not otherwise waived, withdrawn or lost his, her or its right to appraisal under Section 262 of the DGCL with respect to such Shares or a court of competent jurisdiction has not determined that such holder is not entitled

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INTRODUCTION

Fennec Acquisition Incorporated, a Delaware corporation (“Purchaser”) and a direct wholly-owned subsidiary of invoX Pharma Limited, a private limited company organized under the laws of England and Wales (“Parent”), which is a direct wholly-owned subsidiary of Sino Biopharmaceutical Limited, a company organized under the laws of the Cayman Islands (“SBP”), is offering to purchase all of the issued and outstanding shares (each, a “Share,” and collectively, “Shares”) of common stock, par value $0.0001 per share (“Common Stock”), of F-star Therapeutics, Inc., a Delaware corporation (the “Company”), for $7.12 per Share (the “Offer Price”), net to the holder in cash, without interest, subject to any withholding taxes required by law, and upon the terms and subject to the conditions set forth in this Offer to Purchase (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the accompanying Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal,” and together with this Offer to Purchase and other related materials, as each may be amended and supplemented from time to time, the “Offer”).

Under no circumstances will interest be paid on the purchase price for the Shares, including by reason of any extension of the Offer or any delay in making payment for Shares.

The Merger Agreement is more fully described in Section 11 — “The Merger Agreement; Other Agreements.”

Tendering stockholders who are record owners of their Shares and who tender directly to Computershare Trust Company, N.A., which is the depositary for the Offer (the “Depositary”), will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, dealer, commercial bank, trust company or other nominee should consult such institution as to whether it charges any service fees or commissions.

The board of directors of the Company (the “Company Board”) has unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are advisable and fair to, and in the best interest of, the Company and the holders of the Shares, (b) agreed that the Merger shall be effected under Section 251(h) and other relevant provisions of the General Corporation Law of the State of Delaware (the “DGCL”), (c) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Offer and the Merger, and (d) resolved to recommend that the holders of the Shares accept the Offer and tender their Shares to Purchaser pursuant to the Offer (clauses (a) through (d), the “Company Board Recommendation”).

More complete descriptions of the reasons for the Company’s recommendation and approval of the Offer are set forth in the Company’s Tender Offer Solicitation/Recommendation Statement on the Schedule 14D-9 (together with any exhibits, amendments or supplements thereto, the “Schedule 14D-9”) that is being mailed to you together with this Offer to Purchase. Stockholders should carefully read the information set forth in the

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Schedule 14D-9, including the information set forth in Item 4 under the sub-headings “Background of the Offer” and “Reasons for the Recommendation of the Board.”

The Company has advised SBP and Parent that Morgan Stanley & Co. LLC (“Morgan Stanley”) has delivered to the Company Board an opinion, dated on or about June 22, 2022, to the effect that, as of such date and based upon and subject to the limitations, qualifications, assumptions and other matters set forth therein, the consideration to be paid pursuant to the Offer and the Merger to holders of the Shares (other than the Company, Parent, Purchaser or any of their respective affiliates) is fair from a financial point of view. The full text of the written opinion of Morgan Stanley set forth the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Morgan Stanley in connection with its opinion and is attached as Annex I to the Schedule 14D-9.

THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY IN ITS ENTIRETY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.

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THE TENDER OFFER

Terms of the Offer

Purchaser is offering to purchase all of the issued and outstanding Shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”) at the Offer Price, payable net to the holder in cash, without interest, subject to any withholding taxes required by applicable law. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), promptly after the Expiration Date, we will accept for payment all Shares validly tendered prior to one (1) minute after 11:59 p.m., Eastern Time, on the Expiration Date, and not validly withdrawn as described in Section 4 — “Withdrawal Rights” and pay for such Shares as promptly as practicable (and in any event within two (2) business days) after we have accepted for payment such Shares (the time of such acceptance, the “Offer Acceptance Time”). The term “Expiration Date” means August 3, 2022, unless the expiration of the Offer is extended to a subsequent date in accordance with the terms of the Merger Agreement, in which event the term “Expiration Date” means such subsequent date.

The Offer is conditioned upon the satisfaction of the Minimum Condition and the other conditions described in Section 15 — “Conditions of the Offer” (the “Offer Conditions”).

The Merger Agreement contains provisions that govern the circumstances under which Purchaser is required or permitted to extend the Offer and under which Parent is required to cause Purchaser to extend the Offer. Specifically, the Merger Agreement provides that:

(a)

(b)

Purchaser shall extend the Offer from time to time for: (i) any period required by law, any interpretation or position of the Securities and Exchange Commission (the “SEC”), the staff thereof or Nasdaq applicable to the Offer; and (ii) periods of up to ten (10) business days per extension (or for such longer period as may be agreed to by Parent and the Company), until (A) any waiting period (and any extension thereof) applicable to the consummation of the Offer under the Hart-Scott-Rodino Act (the “HSR Act”) or any other antitrust laws, including the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, state antitrust laws, and all other applicable laws and regulations (including non-U.S. laws and regulations) issued by a governmental body that are designed or intended to preserve or protect competition, prohibit and restrict agreements in restraint of trade or monopolization, attempted monopolization, restraints of trade and abuse of a dominant position, or to prevent acquisitions, mergers or other business combinations and similar transactions, the effect of which may be to lessen or impede competition or to tend to create or strengthen a dominant position or to create a monopoly (collectively, “Antitrust Laws”), shall have expired or been terminated or (B) if a declaration or notification has been made to or requested by the Committee on Foreign Investment in the United States (“CFIUS”) with respect to the transactions contemplated by the Merger Agreement, the CFIUS Action (as defined below) with respect to such declaration or notification has occurred, or if a declaration, notification or report form has been filed or is required to be filed with the applicable governmental body under any applicable foreign investment rules, including the UK National Security and Investment Act (the “NSIA”), the applicable consent, approval or clearance with respect to such declaration, notification or report has been obtained; and

(c)

if, as of the scheduled Expiration Date, any Offer Condition (other than the Minimum Condition) is not satisfied and has not been waived, at the request of the Company, Purchaser shall extend

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the Offer on one or more occasions for an additional period of up to ten (10) business days per extension (or for such longer period as may be agreed to by Parent and the Company), to permit such Offer Condition to be satisfied.

If we extend the Offer, are delayed in our acceptance for payment of or payment for Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in Section 4 — “Withdrawal Rights.” However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which requires us to pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer.

Purchaser expressly reserves the right at any time or, from time to time, in its sole discretion, to waive, in whole or in part, any Offer Condition or modify or amend the terms and conditions of the Offer, including the Offer Price, except that, without the prior written consent of the Company, Purchaser shall not:

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decrease the Offer Price;

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change the form of the consideration payable in the Offer;

•

decrease the maximum number of Shares sought to be purchased pursuant to the Offer;

•

impose conditions to the Offer in addition to the Offer Conditions;

•

amend or modify any of the Offer Conditions in a manner that adversely affects, or would reasonably be expected to adversely affect, any holder of Shares in their capacity as such;

•

change or waive the Minimum Condition;

•

extend or otherwise change the Expiration Date in a manner other than as required or permitted by the Merger Agreement; or

•

provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act.

Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by a public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m., Eastern Time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which we may choose to make any public announcement, we intend to make announcements regarding the Offer by issuing a press release and making any appropriate filing with the SEC.

If we make a material change in the terms of the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer, in each case, if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which the Offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. We understand that in the SEC’s view, an offer should remain open for a minimum of five (5) business days from the date the material change is first published, sent or given to holders of Shares, and with respect to a change in price or a change in the percentage of securities sought, a minimum ten (10)-business-day period generally is required to allow for adequate dissemination to holders of Shares and investor response.

All holders of Shares that validly tender, and do not validly withdraw, their Shares into the Offer prior to the expiration of the Offer on the Expiration Date will receive the same price per Share regardless of whether they tendered before or during any extension of the Offer. If, on or before the expiration of the Offer on the Expiration Date, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all holders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration.

The obligation of Purchaser to accept for payment and pay for any Shares validly tendered and not validly withdrawn pursuant to the Offer is subject only to the satisfaction or waiver (to the extent permitted under the Merger Agreement) of the Offer Conditions. Notwithstanding any other term of the Offer or the Merger Agreement, Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC including Rule 14e-l(c) under the Exchange Act (relating to Purchaser’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), to pay for any Shares validly tendered and not validly withdrawn in connection with the Offer if any of the Offer Conditions (as described in Section 15 — “Conditions of the Offer”) have not been satisfied or waived immediately prior to the then-applicable Expiration Date. Under certain circumstances described in the Merger Agreement, Parent or the Company may terminate the Merger Agreement.

The Company has provided us with its stockholder list and security position listings for the purpose of disseminating the Offer to holders of Shares. This Offer to Purchase and the related Letter of Transmittal, as well as the Schedule 14D-9, will be mailed to record holders of Shares whose names appear on the stockholder list and will be furnished for subsequent transmittal to beneficial owners of Shares to brokers,

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dealers, commercial banks, trust companies or other nominees whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing.

Acceptance for Payment and Payment for Shares

Subject to the terms of the Offer and the Merger Agreement, and to the satisfaction or waiver (to the extent permitted under the Merger Agreement) by Purchaser of the Offer Conditions set forth in Section 15 — “Conditions of the Offer” as of any scheduled Expiration Date, Purchaser will, promptly after the Expiration Date, accept for purchase and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer, as promptly as practicable (and in any event within two (2) business days) after the Offer Acceptance Time. Subject to compliance with Rule 14e-1(c) and Rule 14d-11(e) under the Exchange Act, as applicable, and with the Merger Agreement, we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with any applicable law or regulation. See Section 16 — “Certain Legal Matters; Regulatory Approvals.”

In all cases, we will pay for Shares validly tendered and accepted for payment pursuant to the Offer only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the “Share Certificates”) or confirmation of a book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company (“DTC”) (such a confirmation, a “Book-Entry Confirmation”) pursuant to the procedures set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” (ii) the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees and (iii) any other documents required by the Letter of Transmittal or, in the case of a book-entry transfer, an Agent’s Message (as described below) in lieu of the Letter of Transmittal and such other documents.

The term “Agent’s Message” means a message transmitted through electronic means by DTC in accordance with the normal procedures of DTC to, and received by, the Depositary and forming part of a Book-Entry Confirmation, that states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal, and that Purchaser may enforce such agreement against such participant. The term “Agent’s Message” also includes any hard copy printout evidencing such message generated by a computer terminal maintained at the Depositary’s office.

For purposes of the Offer, we will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered to Purchaser and not properly withdrawn as, if and when we give oral or written notice to the Depositary of our acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the aggregate Offer Price for such Shares with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from us and transmitting such payments to tendering stockholders whose Shares have been accepted for payment. If we extend the Offer, are delayed in our acceptance for payment of Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer and the Merger Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in Section 4 — “Withdrawal Rights” and as otherwise required by Rule 14e-1(c) under the Exchange Act.

Under no circumstances will interest be paid on the purchase price for the Shares, including by reason of any extension of the Offer or any delay in making payment for Shares.

Shares tendered by a Notice of Guaranteed Delivery will not be deemed validly tendered for purposes of satisfying the Minimum Condition unless and until Shares underlying such Notice of Guaranteed Delivery are delivered to the Depositary.

If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or if Share Certificates are submitted evidencing more Shares than are tendered, Share Certificates representing unpurchased Shares will be returned, without expense to the tendering stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary’s account at DTC pursuant

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to the procedure set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” such Shares will be credited to an account maintained at DTC), as promptly as practicable following the expiration or termination of the Offer.

Procedures for Accepting the Offer and Tendering Shares

Valid Tenders. In order for a stockholder to validly tender Shares pursuant to the Offer, (a) the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal) and any other documents required by the Letter of Transmittal must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and either (i) the Share Certificates evidencing tendered Shares must be received by the Depositary at such address or (ii) such Shares must be tendered pursuant to the procedure for book-entry transfer described below under “Book-Entry Transfer” and a Book-Entry Confirmation must be received by the Depositary, in each case prior to the expiration of the Offer on the Expiration Date or (b) the tendering stockholder must comply with the guaranteed delivery procedure described below.

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at DTC for purposes of the Offer within two (2) business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of DTC may make a book-entry delivery of Shares by causing DTC to transfer such Shares into the Depositary’s account at DTC in accordance with DTC’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTC, either the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the expiration of the Offer on the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedure described below. Delivery of documents to DTC does not constitute delivery to the Depositary.

Signature Guarantees for Shares. No signature guarantee is required on the Letter of Transmittal (a) if the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such registered holder(s) has or have completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on the Letter of Transmittal or (b) if the Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of the Security Transfer Agents Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Exchange Act (each an “Eligible Institution” and collectively “Eligible Institutions”). In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered in the name of a person or persons other than the signers of the Letter of Transmittal, or if payment is to be made or delivered to, or a Share Certificate not accepted for payment or not tendered is to be issued in, the name(s) of a person or persons other than the registered holder(s), then the Share Certificate must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal.

Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to the Offer and the Share Certificates evidencing such stockholder’s Shares are not immediately available or such stockholder cannot deliver the Share Certificates and all other required documents to the Depositary prior to the Expiration Date, or such stockholder cannot complete the procedure for delivery by book-entry transfer on a timely basis, such Shares may nevertheless be tendered, provided that all of the following conditions are satisfied:

•

such tender is made by or through an Eligible Institution;

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a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by us, is received prior to the Expiration Date by the Depositary as provided below; and

•

the Share Certificates (or a Book-Entry Confirmation) evidencing all tendered Shares, in proper form for transfer, in each case together with a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees, or, in the case of book-entry transfers of Shares, either such Letter of Transmittal or an Agent’s Message in lieu of such Letter of Transmittal, and any other documents required by the Letter of Transmittal, are received by the Depositary within two Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery.

A Notice of Guaranteed Delivery may be delivered or transmitted by e-mail or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the form of Notice of Guaranteed Delivery made available by us. In the case of Shares held through DTC, the Notice of Guaranteed Delivery must be delivered to the Depositary by a participant by means of the confirmation system of DTC.

Notwithstanding any other provision of this Offer, payment for Shares accepted for payment pursuant to the Offer will in all cases only be made after timely receipt by the Depositary of: (a) Share Certificates evidencing such Shares or a Book-Entry Confirmation of a book-entry transfer of such Shares into the Depositary’s account at DTC pursuant to the procedures set forth in this Section 3, (b) the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees and (c) any other documents required by the Letter of Transmittal or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal and such other documents.

THE METHOD OF DELIVERY OF THE SHARES (OR SHARE CERTIFICATES), THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. DELIVERY OF THE SHARES (OR SHARE CERTIFICATES), THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS WILL BE DEEMED MADE, AND RISK OF LOSS THEREOF SHALL PASS, ONLY WHEN THEY ARE ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER OF SHARES, BY BOOK-ENTRY CONFIRMATION WITH RESPECT TO SUCH SHARES). IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT THE SHARES (OR SHARE CERTIFICATES), THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

Tender Constitutes Binding Agreement. The tender of Shares pursuant to any one of the procedures described above will constitute the tendering stockholder’s acceptance of the Offer, unless such Shares are thereafter withdrawn by the tendering stockholder, as well as the tendering stockholder’s representation and warranty that such stockholder has the full power and authority to tender and assign the Shares tendered, as specified in the Letter of Transmittal. Purchaser’s acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and Purchaser upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of or the conditions to any such extension or amendment).

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by us, in our sole discretion, which determination will be final and binding on all parties, subject to any judgment of any court of competent jurisdiction. We reserve the absolute right to reject any and all tenders determined by us not to be in proper form or the acceptance for payment of which may, in our opinion, be unlawful. We also reserve the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder,

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whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived to our satisfaction. None of SBP, Purchaser, Parent or any of their respective affiliates or assigns, the Depositary, Innisfree M&A Incorporated, which is the information agent for the Offer (the “Information Agent”) or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Subject to applicable law as applied by a court of competent jurisdiction and the terms of the Merger Agreement, our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding.

Appointment as Proxy. By executing the Letter of Transmittal as set forth above, the tendering stockholder will irrevocably appoint designees of Purchaser as such stockholder’s attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered by such stockholder and accepted for payment by Purchaser and with respect to any and all other Shares or other securities or rights issued or issuable in respect of such Shares. All such powers of attorney and proxies will be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, we accept for payment the Shares tendered by such stockholder as provided herein. Upon such appointment, all prior powers of attorney, proxies and consents given by such stockholder with respect to such Shares or other securities or rights will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given by such stockholder (and, if given, will not be deemed effective). The designees of Purchaser will thereby be empowered to exercise all voting and other rights with respect to such Shares and other securities or rights, including, without limitation, in respect of any annual, special or adjourned meeting of the Company’s stockholders, actions by written consent in lieu of any such meeting or otherwise, as they in their sole discretion deem proper. We reserve the right to require that, in order for Shares to be deemed validly tendered, immediately upon our acceptance for payment of such Shares, Purchaser or its designees must be able to exercise full voting, consent and other rights with respect to such Shares and other related securities or rights, including voting at any meeting of stockholders of the Company.

The Offer is being made only for Shares, and not for any outstanding option to purchase Shares (each, a “Company Option”), restricted stock unit award granted pursuant to any of the Company’s equity incentive plans or otherwise (each, a “Company RSU” and together, the “Company RSUs”) or warrant to purchase Shares pursuant to the existing warrant agreements of the Company (each, a “Company Warrant”). Holders of outstanding vested but unexercised Company Options may participate in the Offer only if they first validly exercise such Company Options in accordance with the terms of the applicable Company’s equity incentive plan and the applicable Company Option award agreements of the Company and tender the Shares, if any, issued upon such exercise. Holders of Company RSUs will only be eligible to participate in the Offer if such Company RSUs are settled in accordance with the terms of the applicable Company equity incentive plan under which the Company RSUs were granted and the applicable Company RSU award agreement of the Company and the holder tenders the Shares, if any, issued upon such settlement sufficiently in advance of the expiration of the Offer on the Expiration Date to assure that the holder will have sufficient time to comply with the procedures for tendering Shares described in this Section 3. Holders of outstanding unexercised Company Warrants may participate in the Offer only if they first exercise such Company Warrants in accordance with the terms of the warrant agreement and tender the Shares, if any, issued upon such exercise. Any such exercise should be completed sufficiently in advance of the Expiration Date to assure that the holder will have sufficient time to comply with the procedures for tendering Shares described in this Section 3. See Section 11 — “The Merger Agreement; Other Agreements” for additional information regarding the treatment of outstanding equity awards in the Merger.

Information Reporting and Backup Withholding. Payments made to stockholders of the Company in the Offer or the Merger generally will be subject to information reporting and may be subject to backup withholding of U.S. federal income tax at a rate of twenty-four percent (24%). To avoid backup withholding, any stockholder that is a U.S. person that does not otherwise establish an exemption from U.S. federal backup withholding must complete and return the Internal Revenue Service (“IRS”) Form W-9 included in the Letter of Transmittal. Any stockholder that is not a U.S. person should submit an IRS Form W-8BEN

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or IRS Form W-8BEN-E (or other applicable IRS Form W-8) attesting to such stockholder’s exempt foreign status in order to qualify for an exemption from information reporting and backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund from the IRS or a credit against a stockholder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS.

Withdrawal Rights

Shares tendered pursuant to the Offer may be withdrawn at any time prior to the expiration of the Offer on the Expiration Date. Thereafter, tenders are irrevocable, except that if we have not accepted your Shares for payment within sixty (60) days of commencement of the Offer, you may withdraw them at any time after September 5, 2022, the sixtieth (60th) day after commencement of the Offer, until Purchaser accepts your Shares for payment.

For a withdrawal of Shares to be effective, the Depositary must timely receive a written or facsimile transmission notice of withdrawal at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the names in which the Share Certificates are registered, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer (as set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares”), any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If Share Certificates representing the Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the name of the registered owners and the serial numbers shown on such Share Certificates must also be furnished to the Depositary.

Withdrawals of tenders of Shares may not be rescinded and any Shares properly withdrawn will be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered by following one of the procedures for tendering Shares described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares” at any time prior to the Expiration Date.

Purchaser will determine, in its sole discretion, all questions as to the form and validity (including time of receipt) of any notice of withdrawal, and such determination will be final and binding, subject to any judgment of any court of competent jurisdiction. No withdrawal of Shares will be deemed to have been properly made until all defects and irregularities in respect of a notice of withdrawal have been cured or waived. None of SBP, Purchaser, Parent or any of their respective affiliates or assigns, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification.

Material U.S. Federal Income Tax Consequences

The following is a discussion of certain U.S. federal income tax consequences of the Offer and the Merger to holders whose Shares are tendered and accepted for payment pursuant to the Offer or whose Shares are converted into the right to receive cash in the Merger. This summary is based on provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, each in effect as of the date of this Offer, and all of which are subject to change, possibly with retroactive effect. We have not sought, and do not intend to seek, any ruling from the IRS or any opinion of counsel with respect to the statements made and the conclusions reached in the following summary, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation.

This summary applies only to holders who hold their Shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This summary does not address the U.S. federal income tax consequences of the Offer and the Merger to stockholders who also actually or constructively own any stock of SBP following the Offer and the Merger, nor does it address all aspects of U.S. federal income taxation that may be relevant to a holder in light of its particular circumstances or a holder that may be subject to special treatment under U.S. federal income tax laws (e.g., regulated investment

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companies, real estate investment trusts, cooperatives, banks and certain other financial institutions, insurance companies, tax-exempt organizations, retirement plans, stockholders that are, or hold Shares through, partnerships or other pass-through entities for U.S. federal income tax purposes, holders whose functional currency is not the U.S. dollar, dealers in securities or foreign currency, traders that mark-to-market their securities, expatriates and former long-term residents of the United States, persons subject to the alternative minimum tax, stockholders holding Shares as part of a straddle, hedging, constructive sale or conversion transaction, stockholders required to recognize income or gain with respect to the Offer or the Merger no later than such income or gain is required to be reported on an applicable financial statement, stockholders who exercise their appraisal rights in the Merger and stockholders who received their Shares in compensatory transactions, pursuant to the exercise of employee stock options, stock purchase rights or stock appreciation rights, as restricted stock or otherwise as compensation). In addition, this discussion does not address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010, nor does it address any tax considerations under state, local or non-U.S. laws or U.S. federal laws other than those pertaining to the U.S. federal income tax.

For purposes of this summary, the term “U.S. Holder” means a beneficial owner of Shares that, for U.S. federal income tax purposes, is: (a) an individual who is a citizen or resident of the United States; (b) a corporation, or an entity treated as a corporation, created or organized under the laws of the United States, any state thereof or the District of Columbia; (c) an estate, the income of which is subject to U.S. federal income tax regardless of its source; or (d) a trust, if (i) a U.S. court is able to exercise primary supervision over the trust’s administration and one or more U.S. persons have authority to control all of the trust’s substantial decisions or (ii) the trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes.

A non-U.S. Holder is a beneficial owner of Shares that is neither a U.S. Holder nor an entity or arrangement treated as a partnership for U.S. federal income tax purposes.

If a partnership (including another entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Shares, the tax treatment of its partners or members generally will depend upon the status of the partner or member and the partnership’s activities. Accordingly, partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes that hold Shares, and partners or members in those entities, are urged to consult their tax advisors regarding the specific U.S. federal income tax consequences to them of the Offer and the Merger.

Each stockholder should consult its own tax advisor as to the applicability and effect of the rules discussed below and the tax effects of the Offer and the Merger to it based on particular circumstances, including the application and effect of the alternative minimum tax and any U.S. federal, state, local and non-U.S. tax laws.

Tax Consequences to U.S. Holders. The exchange of Shares for cash pursuant to the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. Holder who sells Shares pursuant to the Offer or receives cash in exchange for Shares pursuant to the Merger will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (a) the amount of cash received and (b) the U.S. Holder’s tax basis in the Shares sold pursuant to the Offer or exchanged for cash pursuant to the Merger. Gain or loss will be determined separately for each block of Shares (that is, Shares acquired at the same cost in a single transaction) tendered pursuant to the Offer or exchanged for cash pursuant to the Merger. Such gain or loss will be long-term capital gain or loss, provided that a U.S. Holder’s holding period for such block of Shares is more than one (1) year on the date that the Offer is completed or the Merger is effective, as the case may be. If the holding period is not satisfied, such gain generally will be a short-term capital gain. Long-term capital gains of certain non-corporate U.S. Holders, including individuals, generally are subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations under the Code.

Tax Consequences to non-U.S. Holders. The exchange of Shares for cash pursuant to the Offer or the Merger by a non-U.S. Holder will not be subject to U.S. federal income tax unless:

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the gain, if any, recognized by the non-U.S. Holder is effectively connected with a trade or business of the non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to the non-U.S. Holder’s permanent establishment in the United States);

•

the non-U.S. Holder is an individual who is present in the United States for one hundred and eighty-three (183) days or more in the taxable year of the merger and certain other conditions are met; or

•

the non-U.S. Holder owned, directly or under certain constructive ownership rules of the Code, more than five percent (5%) of the Shares at any time during the five (5)-year period preceding the Offer or the Merger, and the Company is or has been a “U.S. real property holding corporation” within the meaning of Section 897(c)(2) of the Code for U.S. federal income tax purposes at any time during the shorter of the five (5)-year period preceding the Offer or the Merger or the period that the non-U.S. Holder held the Shares.

Gain described in the first bullet point above will be subject to tax on a net income basis in the same manner as if the non-U.S. Holder were a U.S. Holder (unless an applicable income tax treaty provides otherwise). Additionally, any gain described in the first bullet point above of a non-U.S. Holder that is a corporation also may be subject to an additional “branch profits tax” at a thirty percent (30%) rate (or lower rate provided by an applicable income tax treaty). A non-U.S. Holder described in the second bullet point above will be subject to tax at a rate of thirty percent (30%) (or a lower rate provided by an applicable income tax treaty) on any capital gain realized, which may be offset by U.S.-source capital losses recognized in the same taxable year. If the third bullet point above applies to a non-U.S. Holder, capital gain recognized by such holder will be subject to tax at generally applicable U.S. federal income tax rates. The Company believes that is has not been, is not, and will not be a “U.S. real property holding corporation” for U.S. federal income tax purposes at any time during the five (5)-year period preceding the Offer or the Merger.

Information Reporting and Backup Withholding. Payments made in exchange for Shares pursuant to the Offer or the Merger may be subject, under certain circumstances, to information reporting and backup withholding (currently at a rate of twenty-four percent (24%)). To avoid backup withholding, a U.S. Holder that does not otherwise establish an exemption from U.S. federal backup withholding should complete and return to the applicable withholding agent a properly completed and executed IRS Form W-9, certifying that such U.S. holder is a U.S. person, that the taxpayer identification number provided is correct, and that such U.S. holder is not subject to backup withholding. Any stockholder that is not a U.S. person should submit an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable IRS Form W-8) attesting to such stockholder’s exempt foreign status in order to qualify for an exemption from information reporting and backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a U.S. Holder’s U.S. federal income tax liability, if any, provided that such holder furnishes the required information to the IRS in a timely manner.

Price Range of Shares; Dividends on the Shares

The Shares currently trade on Nasdaq under the symbol “FSTX.” The following table sets forth the high and low intraday sale prices per Share for each quarterly period within the two (2) preceding fiscal years, as well as the first, second and third quarter of the current fiscal year through July 6, 2022, in each case as reported by Nasdaq:

Fiscal Year Ended December 31, 2020	High			Low
First Quarter (from January 1, 2020, to March 31, 2020)		$	8.28		$	3.20
Second Quarter (from April 1, 2020, to June 30, 2020)		$	7.36		$	3.24
Third Quarter (from July 1, 2020, to September 30, 2020)		$	11.16		$	4.84
Fourth Quarter (from October 1, 2020, to December 31, 2020)		$	10.93		$	3.90

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Fiscal Year Ended December 31, 2021	High			Low
First Quarter (from January 1, 2021, to March 31, 2021)		$	15.50		$	6.98
Second Quarter (from April 1, 2021, to June 30, 2021)		$	11.09		$	6.26
Third Quarter (from July 1, 2021, to September 30, 2021)		$	8.60		$	5.08
Fourth Quarter (from October 1, 2021, to December 31, 2021)		$	7.58		$	4.47

Fiscal Year Ended December 31, 2022	High			Low
First Quarter (from January 1, 2022, to March 31, 2022)		$	5.43		$	2.63
Second Quarter (from April 1, 2022, to June 30, 2022)		$	6.66		$	2.07
Third Quarter (from July 1, 2022, to July 6, 2022)		$	6.34		$	6.13

The Company has never declared or paid cash dividends on the Shares and does not intend to declare or pay cash dividends on the Shares in the foreseeable future.

Certain Information Concerning the Company

The summary information set forth below is qualified in its entirety by reference to the Company’s public filings with the SEC (which may be obtained and inspected as described below under “Additional Information”) and should be considered in conjunction with the financial and other information in such filings and other publicly available information. Neither SBP, nor Parent, nor Purchaser has any knowledge that would indicate that any statements contained in this Offer to Purchase based on such filings and information are untrue.

General. The Company is a Delaware corporation and a clinical-stage biopharmaceutical company dedicated to developing next generation immunotherapies to transform the lives of patients with cancer. It is pioneering the use of tetravalent (2+2) bispecific antibodies to create a paradigm shift in cancer therapy. The address of the Company’s principal executive offices and the Company’s phone number at its principal executive offices are as set forth below:

Eddeva B920 Babraham Research Campus
Cambridge, United Kingdom
CB22 3AT
Telephone: +44-1223-497400

Additional Information. The Shares are registered under the Exchange Act. Accordingly, the Company is subject to the information reporting requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports and other information with the SEC relating to its business, financial condition and other matters. Information as of particular dates concerning the Company’s directors and officers, their compensation, equity awards granted to them, the principal holders of the Company’s securities, any material interests of such persons in transactions with the Company and other matters was disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Such information also will be available in the Schedule 14D-9. Such reports and other information are available for inspection at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Copies of such information may be obtainable by mail, upon payment of the SEC’s customary charges, by writing to the SEC at the address above. The Company’s filings are also available to the public on the SEC’s site at http://www.sec.gov. This website address is not intended to function as a hyperlink, and the information contained on the SEC’s website is not incorporated by reference in this Offer to Purchase and it should not be considered to be a part of this Offer to Purchase.

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Certain Information Concerning SBP, Parent and Purchaser

Purchaser is a Delaware corporation, a direct wholly-owned subsidiary of Parent and an indirect wholly-owned subsidiary of SBP, and was formed solely for the purpose of making the Offer and completing the process by which Purchaser will be merged with and into the Company. Purchaser has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the Merger Agreement. Upon consummation of the Merger, Purchaser will merge with and into the Company and will cease to exist, with the Company surviving the Merger. The business address and business telephone number of Purchaser are as set forth below:

Fennec Acquisition Incorporated
5 Merchant Square
London, United Kingdom
W2 1AY
Telephone: +44-203-786-5144

Parent is a private limited company organized under the laws of England and Wales and a direct wholly-owned subsidiary of SBP. Parent is an operating company for SBP in the United Kingdom. Headquartered in London, Parent is an international company that engages in business development and M&A of pharmaceutical investments. Parent’s main goal is to become a globally recognized, fully integrated pharmaceutical company with an advancing pipeline of innovative products addressing unmet healthcare needs. More information on Parent can be found at www.invoxpharma.com. The business address and business telephone number of Parent are as set forth below:

invoX Pharma Limited
5 Merchant Square
London, United Kingdom
W2 1AY
Telephone: +44-203-786-5144

SBP was incorporated under the laws of the Cayman Islands on February 2, 2000. SBP, together with its subsidiaries, is a leading, innovative research and development driven pharmaceutical conglomerate in China, with a business scope that is vertically integrated including research and development, manufacturing and sales and marketing infrastructure. Its product offerings include a variety of biological and small molecule drugs, and in therapy areas that include hepatology, oncology, cardiovascular and cerebrovascular diseases, orthopedics, digestive and immune and respiratory diseases. More information on SBP can be found at www.sinobiopharm.com/en/. The business address and business telephone number of SBP are as set forth below:

Unit 09, 41/F, Office Tower
Convention Plaza, 1 Harbour Road
Wanchai, Hong Kong
Telephone: (+852)-2802-9886

The name, business address, citizenship, current principal occupation or employment, and five (5)-year material employment history of each director and executive officer of SBP, Parent and Purchaser and certain other information are set forth in Schedule I, Schedule II and Schedule III to this Offer to Purchase.

Except as set forth in Schedule I, Schedule II and Schedule III to this Offer to Purchase, during the last five (5) years, none of SBP, Parent or Purchaser, or, to the best knowledge of SBP, Parent and Purchaser, any of the persons listed in Schedule I, Schedule II or Schedule III to this Offer to Purchase, (a) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) was a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

As of July 7, 2022, none of SBP, Parent or Purchaser or their respective affiliates owned any Shares directly or indirectly.

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As of July 7, 2022, Benjamin Toogood, a director and the Chief Executive Officer of each of Parent and Purchaser owned 1,000 Shares, which represented approximately 0.005% of the Shares.

Except as set forth elsewhere in this Offer to Purchase or Schedule I, Schedule II or Schedule III to this Offer to Purchase: (a) none of Purchaser, Parent or SBP or, to the best knowledge of Purchaser, Parent and SBP, the persons listed in Schedule I, Schedule II or Schedule III hereto beneficially owns or has a right to acquire any Shares or any other equity securities of the Company; (b) none of Purchaser, Parent or SBP or, to the best knowledge of Purchaser, Parent and SBP, the persons referred to in clause (a) above has effected any transaction with respect to the Shares or any other equity securities of the Company during the past sixty (60) days; (c) none of Purchaser, Parent or SBP or, to the best knowledge of Purchaser, Parent and SBP, the persons listed in Schedule I, Schedule II and Schedule III to this Offer to Purchase has any contract, arrangement, understanding or relationship with any other person with respect to any securities of the Company (including any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations); (d) during the two (2) years before the date of this Offer to Purchase, there have been no transactions between any of Purchaser, Parent, SBP, their subsidiaries or, to the best knowledge of Purchaser, Parent and SBP, any of the persons listed in Schedule I, Schedule II or Schedule III to this Offer to Purchase, on the one hand, and the Company or any of its executive officers, directors or affiliates, on the other hand, that would require reporting under SEC rules and regulations; and (e) during the two (2) years before the date of this Offer to Purchase, there have been no contracts, negotiations or transactions between Purchaser, Parent, SBP, their subsidiaries or, to the best knowledge of Purchaser, Parent and SBP, any of the persons listed in Schedule I, Schedule II or Schedule III to this Offer to Purchase, on the one hand, and the Company or any of its affiliates, on the other hand, concerning a merger, consolidation or acquisition, a tender offer or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets.

Additional Information. Pursuant to Rule 14d-3 under the Exchange Act, SBP, Parent and Purchaser have filed with the SEC a Tender Offer Statement on Schedule TO (the “Schedule TO”), of which this Offer to Purchase forms a part, and exhibits to the Schedule TO. The Schedule TO and the exhibits thereto, and such reports and other information, can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Information regarding the public reference facilities may be obtained from the SEC by calling 1-800-SEC-0330.

Source and Amount of Funds

We estimate that we will need approximately $167,698,000 to purchase all of the Shares pursuant to the Offer and to complete the Merger. SBP and Parent will provide Purchaser by way of transfer of intercompany agreements with sufficient funds to pay for all Shares tendered and accepted for payment in the Offer and to provide funding for the Merger. The Offer will be financed by SBP with funds from existing liquidity. The Offer and the Merger are not conditioned upon SBP’s, Parent’s or Purchaser’s ability to finance the purchase of Shares pursuant to the Offer and pay for the Shares acquired in the Merger.

Purchaser believes that the financial condition of Parent, SBP and Purchaser is not material to a decision by a holder of Shares whether to sell, hold or tender Shares in the Offer because (a) the Offer is being made for all outstanding Shares solely for cash, (b) Purchaser, through SBP and Parent, will have sufficient funds and financial resources available to purchase all Shares validly tendered in the Offer and acquired in the Merger, (c) the Offer and the Merger are not subject to any financing condition and (d) if Purchaser consummates the Offer, SBP and Parent will acquire any remaining Shares for the same cash price in the Merger.

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10.

Background of the Offer; Past Contacts or Negotiations with the Company

Background of the Offer

The following is a description of contacts between representatives of Purchaser, Parent, and SBP, on the one hand, and representatives of the Company, on the other, that resulted in the execution of the Merger Agreement and other agreements related to the Offer. For a review of the Company’s additional activities, please refer to the Schedule 14D-9 that will be filed by the Company with the SEC and mailed to the Company’s stockholders.

In the ordinary course of business and to supplement its research and development activities, Parent and SBP regularly evaluate business development opportunities, including strategic acquisitions and licensing and partnership opportunities.

On November 30, 2021, representatives of PJT Partners (UK) Limited (“PJT”) spoke with Mr. Geoffrey Race, a member of the Company Board, regarding a potential acquisition involving the Company, without disclosing Parent’s identity. Mr. Race introduced the representatives of PJT to Nessan Bermingham, Ph.D., the Chairman of the Company Board, who had an introductory call with the representatives of PJT on December 1, 2021, during which some preliminary diligence matters were raised by PJT. On the same day, representatives of PJT spoke with Eliot Forster, Ph.D., the Company’s President and Chief Executive Officer, in which preliminary diligence matters were again raised and Parent’s identity was disclosed to Dr. Forster.

On December 1, 2021, Dr. Forster informed representatives of PJT by telephone that the Company’s investment bank was Morgan Stanley and the Company’s corporate counsel was Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“Mintz”).

On December 3, 2021, Parent submitted to the Company a non-binding written proposal based on publicly available information to acquire the Company’s outstanding Shares of Common Stock for a range of prices between $11 to $14 per Share in cash, subject to completion of Parent’s due diligence and negotiation of definitive transaction documents. Parent also provided the Company with an introductory presentation about SBP.

On December 15, 2021, Dr. Forster spoke with representatives of PJT by telephone to express that the price range of $11 to $14 per Share provided in Parent’s initial non-binding proposal was inadequate but that the Company would be willing to enter into a confidentiality and non-disclosure agreement to provide further due diligence materials and offer a management presentation to Parent.

On December 16, 2021, representatives of PJT and Morgan Stanley spoke by telephone to discuss logistics with respect to the management presentation.

On December 17, 2021, the Company and SBP entered into a confidentiality and non-disclosure agreement, binding the parties to certain standard confidentiality obligations. The confidentiality agreement contained standstill provisions that terminated upon announcement of the Company entering into the Merger Agreement. Following December 17, 2021, access to confidential information was granted and due diligence sessions were held between representatives of the management teams of the Company and Parent.

On December 22, 2021, several members of the Company’s management, including Dr. Forster, met with several representatives of Parent, including Mr. Benjamin Toogood, the Chief Executive Officer of Parent. At this meeting, members of the Company’s management that attended the meeting discussed, among other matters, the Company’s strategy with respect to the development and research of its product candidates.

On December 23, 2021, Mr. Toogood spoke with Dr. Forster by telephone to discuss the Company’s publicly available information forming Parent’s offer. Dr. Forster expressed that a future revised proposal should be higher than the initial offer of $11 to $14 per Share but did not provide guidance as to a price that would be acceptable.

On January 5, 2022, representatives of PJT spoke with representatives of Morgan Stanley by telephone to discuss a future potential revised proposal from Parent.

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On January 7, 2022, Parent submitted to the Company a revised non-binding written proposal to acquire the Company’s outstanding Shares of Common Stock for $15.50 per Share in cash, representing an equity value of approximately $337 million.

On January 9, 2022, Dr. Forster acknowledged receipt of the revised non-binding proposal. On January 10, 2022, representatives of Morgan Stanley spoke with representatives of PJT by telephone and indicated that the Company would provide Parent access to a data room for further diligence and would provide an opportunity for a management question and answer sessions with Parent and requested a revised proposal by January 28, 2022.

Between January 10, 2022 and January 31, 2022, Parent continued due diligence including a review of the data room and multiple management sessions covering clinical data and financial topics.

On January 31, 2022, Mr. Toogood communicated to Dr. Forster that the clinical information provided to Parent at this point was not supporting the per Share price requested by the Company, nor prior proposal levels. Dr. Forster and Mr. Toogood discussed an alternative proposal for Parent and the Company to enter into a strategic collaboration, as part of which Parent would acquire an equity stake in the Company, but no specific terms were proposed.

On February 13, 2022, Mr. Toogood, exchanged emails with Dr. Forster to confirm both Dr. Forster’s and the Company Board’s interest to proceed with consideration of a strategic collaboration and equity transaction. Dr. Forster requested a written proposal be made for the Company Board’s consideration.

On February 18, 2022, Mr. Toogood delivered to Mr. Forster a non-binding written proposal of Parent’s equity investment in the Company detailing a purchase for 5.12 million shares of Common Stock at purchase price of $5.50 per share, which would result in SBP having an ownership position of approximately 19.9% of the Company’s outstanding Shares. The proposal also detailed a strategic collaboration to further strengthen the relationship between the companies.

On March 3, 2022, Dr. Forster spoke with Mr. Toogood by telephone to follow up on the equity proposal delivered on February 18, 2022. He informed Mr. Toogood that the Company Board would review his proposal at the next scheduled board meeting but that such transaction was not a priority of the Company Board. Dr. Forster inquired whether Parent and SBP were still interested in considering an acquisition of the Company and offered a management discussion on new clinical data that was available.

On March 15, 2022, representatives of Parent, PJT, Morgan Stanley and the Company participated in a meeting at which representatives of the Company, including Dr. Forster, discussed additional clinical data, which had recently become available.

On March 21, 2022, representatives of PJT spoke with representatives of Morgan Stanley, during which Morgan Stanley informed PJT that the Company would be willing to continue negotiations with respect to Parent’s potential acquisition of the Company.

On March 29, 2022, after re-evaluation, Parent provided the Company a revised non-binding written proposal, expressing Parent’s interest, subject to satisfactory completion of due diligence and other conditions set forth in the non-binding proposal, to acquire all of the Company’s outstanding Shares of Common Stock on a fully diluted basis for $10 per Share in cash, representing an equity value of approximately $219 million.

Between April 4, 2022 and April 20, 2022, Parent continued their due diligence assessment and detailed review of expected funding costs for the Company.

On April 20, 2022, representatives of PJT discussed with Dr. Forster Parent’s diligence findings and informed Dr. Forster that the $10 per Share price was no longer reachable and vocalized a per Share price of around $9. Representatives of PJT communicated that Parent was in a position to move on an expedited basis towards signing of a transaction once price was agreed upon. On the same day, subsequent to their discussion with Dr. Forster, representatives of PJT and Morgan Stanley discussed the inclusion of a Contingent Value Right (“CVR”) to any future proposal.

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On April 26, 2022, representatives of PJT spoke with representatives of Morgan Stanley by telephone. Morgan Stanley informed PJT that the Company Board would consider a transaction with a price of $9 per Share plus a CVR and facilitate full confirmatory due diligence and negotiation of transaction documentation, depending on the terms of the CVR.

Between April 28, 2022 and mid-May 2022, representatives of Morgan Stanley, on the one hand, and representatives of PJT, on the other hand, discussed the potential terms of a CVR.

On April 29, 2022, Mintz distributed to Shearman & Sterling LLP (“Shearman & Sterling”), outside counsel to Parent and SBP, a draft agreement and plan of merger.

On May 16, 2022, representatives of Morgan Stanley contacted representatives of PJT by telephone and communicated that a competing offer had been submitted to the Company and that the Company planned to engage with the other party. Morgan Stanley indicated best and final offers by all bidding parties should be submitted by June 1, 2022 (which was subsequently updated to June 3, 2022).

From mid-May until June 1, 2022, representatives of the Company held clinical, human resources, tax, financial and other due diligence sessions with representatives of Parent.

On May 23, 2022, Dr. Forster, Ms. Laura Hare, the Company’s Senior Vice President of People and Operations, and Mr. Toogood met at the offices of Morgan Stanley. At this meeting, Mr. Toogood provided Ms. Hare additional information about SBP and Parent and their respective operations, and the two discussed certain human resources matters and employee retention in connection with the potential acquisition proposal by Parent.

On May 25, 2022, Mr. Toogood and Dr. Forster spoke by telephone to discuss matters related to Parent’s potential acquisition proposal.

On May 28, 2022, Shearman & Sterling provided to Mintz a proposed form of tender and support agreement, pursuant to which certain stockholders would commit to tender their Shares in the proposed tender offer, as described in further detail under Section 11 — “The Merger Agreement; Other Agreements.”

One June 1, 2022, Shearman & Sterling, on behalf of Parent, conducted in-person due diligence at Mintz’s offices in New York City.

On June 1, 2022, representatives of PJT verbally communicated an offer to representatives of Morgan Stanley, proposing Parent acquire the Company’s outstanding shares of Common Stock for an approximate price of $7 per Share in cash because Parent viewed operating costs (specifically, research and development and integration costs) to be higher than it had originally estimated following the completion of additional due diligence. On June 4, 2022, Ms. Theresa Tse, Chairwoman of the Board of Directors of Parent (the “Parent Board”) and Executive Director and Chairwoman of the Board of Directors of SBP (the “SBP Board”), spoke with Dr. Forster by telephone to discuss the Company’s product candidates, employees and other human resources matters.

Between June 5, 2022 and June 8, 2022, representatives of the Company, on the one hand, and representatives of Parent, on the other hand, engaged in negotiations regarding the Share price, with multiple offers communicated ranging from $6 per Share to $7 per share. On June 8, 2022, representatives of Morgan Stanley provided representatives of PJT with feedback that $7 per Share was insufficient.

On June 6, 2022, Shearman & Sterling delivered a proposed revised draft agreement and plan of merger, together with draft form of tender and support agreement, to Mintz.

On June 8, 2022, Parent submitted to the Company a final offer to acquire the Company’s outstanding Shares of Common Stock for a price of $7.12 per Share.

On June 10, 2022, representatives of Morgan Stanley informed representatives of PJT of the Company’s feedback and indicated that the Company, through Mintz, would deliver to Parent and SBP proposed revisions to certain key terms and provisions of the agreement and plan of merger, including the break-up fee payable upon termination of the agreement and plan of merger.

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On June 11, 2022, Mintz delivered a proposed partially revised draft agreement and plan of merger to Shearman & Sterling, focusing only on proposed revisions to key deal certainty provisions such as the break-up fee, to reflect recent negotiations between the parties. On June 14, 2022, Mintz delivered a further revised proposed draft agreement and plan of merger to Shearman & Sterling.

In mid-June 2022, representatives of Parent and SBP held meetings with certain key employees of the Company.

Throughout the week of June 13, 2022, representatives of Parent and the Company discussed key deal certainty provisions of the agreement and plan of merger, such as the break-up fee and alternative arrangements in lieu of a reverse break-up fee payable by Parent, including an agreement relating to an equity investment in the Company by Parent, to be consummated in the event that the parties fail to obtain certain regulatory approvals as set forth in the proposed agreement and plan of merger. Over the course of June 21 and 22, 2022, Parent and the Company engaged in negotiations concerning the size of the proposed equity investment to be made by Parent upon the terms and conditions set forth in the agreement and plan of merger and the applicable share prices applicable thereto.

Between June 13, 2022 and June 22, 2022, Mintz and Shearman & Sterling, at the direction of their respective clients, negotiated and finalized the terms of the agreement and plan of merger and the contents of the confidential disclosure schedules to the agreement and plan of merger, facilitated a negotiation of the form of tender and support agreement with the stockholders of the Company being asked to execute them, and facilitated a negotiation of the form of securities purchase agreement setting forth the terms applicable to the proposed equity investment to be made by Parent upon the terms and conditions set forth in the agreement and plan of merger. Also during this period, Shearman & Sterling and Parent conducted and completed their confirmatory due diligence investigation of the Company.

On June 22, 2022, the Company Board unanimously voted to approve the proposed agreement and plan of merger, and the transactions and agreements contemplated thereby.

During the morning of June 22, 2022, the SBP Board and the Parent Board, respectively, met to review and discuss the proposed transaction with the Company, and following such discussions, the SBP Board and the Parent Board, among other things, approved the proposed agreement and plan of merger and the transactions and agreements contemplated thereby, and authorized SBP, Parent and Purchaser to enter into the Merger Agreement and each of the Tender and Support Agreements, as applicable.

On the evening of June 22, 2022 (Eastern Time), the Company Board unanimously voted to approve the proposed agreement and plan of merger, and the transactions and agreements contemplated thereby, including the form of tender and support agreement.

Prior to the opening of the U.S. stock markets on June 23, 2022, the Company, SBP, Parent and Purchaser executed and delivered the Merger Agreement, and Parent and the Supporting Stockholders each executed and delivered the Tender and Support Agreements.

On the morning of June 23, 2022, the Company, SBP and Parent publicly announced the transaction before the opening of trading on Nasdaq.

11.

The Merger Agreement; Other Agreements

Merger Agreement

The following is a summary of certain provisions of the Merger Agreement. The summary does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement itself which has been filed as an exhibit to the Schedule TO. Copies of the Merger Agreement and the Schedule TO, and any other filings that Parent or Purchaser makes with the SEC with respect to the Offer, may be obtained in the manner set forth in Section 8 — “Certain Information Concerning SBP, Parent and Purchaser.” Stockholders and other interested parties should read the Merger Agreement for a more complete description of the provisions summarized below. Capitalized terms used in this Section 11 and not otherwise defined in this Offer to Purchase have the respective meanings set forth in the Merger Agreement.

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The Merger Agreement has been filed with the SEC and incorporated by reference herein to provide investors and stockholders with information regarding the terms of the Merger Agreement. It is not intended to provide any tactical information about SBP, Parent or Purchaser.

The Offer. The Merger Agreement provides that Purchaser will, as promptly as practicable after the date of the Merger Agreement (but in no event more than ten (10) business days following such date), commence the Offer at the Offer Price. Purchaser’s obligation to accept for payment and pay for any Shares validly tendered and not validly withdrawn pursuant to the Offer is subject only to the satisfaction or waiver of the Offer Conditions described in Section 15 — “Conditions of the Offer.” Purchaser will accept for purchase and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer, as promptly as practicable (and in any event within two (2) business days) after the Offer Acceptance Time.

•

decrease the Offer Price;

•

change the form of the consideration payable in the Offer;

•

decrease the maximum number of Shares sought to be purchased pursuant to the Offer;

•

impose conditions to the Offer in addition to the Offer Conditions;

•

amend or modify any of the Offer Conditions in a manner that adversely affects, or would reasonably be expected to adversely affect, any holder of Shares in their capacity as such;

•

change or waive the Minimum Condition;

•

extend or otherwise change the Expiration Date in a manner other than as required or permitted by the Merger Agreement; or

•

provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act.

The Minimum Condition may only be waived by Parent or Purchaser with the prior written consent of the Company.

The Merger Agreement provides that:

(a)

(b)

Purchaser shall extend the Offer from time to time for: (i) any period required by law, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (ii) periods of up to ten (10) business days per extension (or for such longer period as may be agreed to by Parent and the Company), until (A) any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act or any other Antitrust Laws, shall have expired or been terminated or (B) if a declaration or notification has been made to or requested by CFIUS with respect to the transactions contemplated by the Merger Agreement, the CFIUS Action with respect to such declaration or notification has occurred, or if a declaration, notification or report form has been filed or is required to be filed with the applicable governmental body under any applicable foreign investment rules, including the NSIA, the applicable consent, approval or clearance with respect to such declaration, notification or report has been obtained; and

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(c)

However, in no event shall Purchaser (a) be required to extend the Offer beyond the Extension Deadline or (b) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company.

In addition, if, at the otherwise scheduled Expiration Date, each Offer Condition (other than the Minimum Condition) shall have been satisfied or waived, and the Minimum Condition shall not have been satisfied, Purchaser shall extend the Offer on up to two (2) consecutive occasions, for an additional period of up to ten (10) business days per extension (or for such longer period as may be agreed to by Parent and the Company), to permit the Minimum Condition to be satisfied; provided that (a) Purchaser shall not be required to extend the Offer pursuant to this sentence on more than two (2) occasions and (b) Purchaser shall not, under any circumstances, without the prior written consent of the Company, extend the Offer beyond the Extension Deadline.

If the Merger Agreement is terminated pursuant to its terms, Purchaser will promptly (and in any event, within one (1) business day of such termination), irrevocably and unconditionally terminate the Offer and not acquire any Shares pursuant to the Offer. If the Offer is terminated or withdrawn by Purchaser, Purchaser will promptly return, and cause any depositary acting on behalf of Purchaser to return, in accordance with applicable laws, all Shares tendered into the Offer to the registered holders thereof.

The Merger. At the Effective Time, Purchaser will merge with and into the Company, the separate corporate existence of Purchaser will cease and the Company will continue as the surviving corporation of the Merger (the “Surviving Corporation”). Subject to the Merger Agreement and pursuant to the DGCL (including Section 251(h) of the DGCL), the closing of the Merger (the “Closing”) will take place as promptly as practicable (but in any event no later than the first (1st) business day) following the satisfaction or waiver of the last to be satisfied or waived of the closing conditions set forth in Section 15 — “Conditions of the Offer” hereunder (the date on which the Closing occurs, the “Closing Date”). Parent, Purchaser and the Company have agreed to take all necessary action to cause the Merger to become effective as soon as practicable following the consummation of the Offer without a vote of the holders of the Shares in accordance with Section 251(h) of the DGCL.

As soon as practicable on the Closing Date, Purchaser and the Company will file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) of the DGCL, and will make all other filings or recordings required under the DGCL in connection with the Merger.

At the Effective Time, the certificate of incorporation and the bylaws of the Company, will be amended and restated in their entirety and, as so amended, will be the certificate of incorporation and the bylaws of the Surviving Corporation.

Board of Directors and Officers. The directors and officers of the Surviving Corporation immediately after the Effective Time will be the respective individuals designated as directors and officers by Purchaser and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

Conversion of Securities. At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Shares (a) held in the treasury of the Company or then owned by Parent, Purchaser or the Company, or any direct or indirect wholly-owned subsidiary thereof, immediately prior to the Effective Time or (b) held by a holder who is entitled to demand and properly demands appraisal of such Shares in accordance with Section 262 of the DGCL) will be converted into the right to receive $7.12 per Share, payable net to the holder in cash, without interest, subject to any withholding taxes required by applicable law (the “Merger Consideration”). As of the Effective Time, all Shares will no longer be outstanding and will cease to exist.

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Treatment of Company Options. Each Company Option that is outstanding as of immediately prior to the Effective Time will accelerate and become fully vested and exercisable effective immediately prior to, and contingent upon the Effective Time (except in the case of Enterprise Management Incentive options (“EMI Options”) granted pursuant to the terms of the EIP, which will accelerate and become fully vested and exercisable as of three business days prior to the Expiration Date). As of the Effective Time, by virtue of the Merger and without any further action on part of the holders thereof, Parent, Purchaser or the Company, each Company Option which has a per share exercise price that is less than the Merger Consideration (each, an “In the Money Option”) that is then outstanding and unexercised as of immediately before the Effective Time will be cancelled, in accordance with the terms of the EIP, and converted into the right to receive an amount in cash equal to the product of (a) the total number of Shares subject to such fully vested Company Option immediately prior to the Effective Time, multiplied by (b) the excess, if any, of (i) the Merger Consideration over (ii) the exercise price payable per Share under such Company Option. As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders thereof, Parent, Purchaser or Company, each Company Option which has a per share exercise price that is equal to or more than the Merger Consideration (each, an “Out of the Money Option”) that is then outstanding and unexercised as of immediately before the Effective Time will be cancelled at the Effective Time without any consideration payable therefor. Any EMI Option that remains outstanding and unexercised as of immediately before the Effective Time will be cancelled at the Effective Time and treated as either an In the Money Option or an Out of the Money Option.

Treatment of Company RSUs. Each Company RSU that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, will be cancelled and converted into the right to receive an amount in cash equal to the product of (a) the total number of Shares issuable in settlement of such Company RSU immediately prior to the Effective Time without regard to vesting multiplied by (b) the Merger Consideration.

Treatment of Company Warrants. The Company will deliver notice of the transactions contemplated by the Merger Agreement, including the Offer and the Merger, to each holder of a Company Warrant in accordance with the terms of the relevant Warrant Agreement, take such other actions as may be required pursuant thereto (including ensuring that, if permitted by the terms thereunder, any such Company Warrant will only be exercisable into the right to receive the amount of cash which would have been payable pursuant to the Offer with respect to the number of Shares into which such Company Warrant was convertible) and request in writing that such holder exercise or, contingent upon the consummation of the transactions contemplated by the Merger Agreement, including the Offer and the Merger, terminate its Company Warrant(s) prior to the Effective Time. However, (a) any such Company Warrant which has a per share exercise price that is less than the Merger Consideration and that is outstanding and unexercised as of immediately prior to the Effective Time (each, an “In the Money Warrant”) will be cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of Shares subject to such In the Money Warrant immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per Share under such In the Money Warrant, and (b) any such other Company Warrant which is thereafter exercisable only for the amount of cash which would have been payable pursuant to the Offer with respect to the number of Shares into which such Company Warrant was convertible, that is not exercised or terminated and is issued and outstanding immediately prior to the Effective Time, will be treated and assumed by the Surviving Corporation in accordance with the terms of the relevant Warrant Agreement.

Dissenting Shares. At the Effective Time, Shares held by a holder who is entitled to demand appraisal rights under Section 262 of the DGCL and has properly exercised and perfected demand for appraisal for such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, has neither effectively withdrawn nor lost his, her or its rights to such appraisal and payment under the DGCL, will not be converted into the right to receive Merger Consideration, but will, by virtue of the Merger, be automatically cancelled and no longer outstanding, will cease to exist and will only be entitled to such consideration as determined pursuant to Section 262 of the DGCL.

However, if any holder fails to perfect, or has effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL, such holder’s Shares will be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration.

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Payment of the Merger Consideration; Surrender of Shares. At or prior to the date and time of acceptance for Shares tendered in the Offer (the time of such acceptance, the “Offer Acceptance Time”), Parent will deposit with a bank or trust company cash in an amount sufficient to pay the aggregate Offer Price (calculated assuming that all Shares are tendered in the Offer for purposes of this paragraph).

Promptly after the Effective Time (but in no event later than three (3) business days thereafter), the Surviving Corporation will cause the Depositary to mail to each holder of a record of a certificate or a book-entry Share entitled to receive the Merger Consideration, a Letter of Transmittal and instructions for effecting the surrender of the certificate or book-entry Share in exchange for the Merger Consideration.

Upon surrender of a duly executed Letter of Transmittal and a certificate representing Shares to the Depositary or receipt by the Depositary of an Agent’s Message in the case of book-entry Shares and, in each case, such other documents as may customarily be required by the Depositary, the holder of such certificate or book-entry Share will be entitled to receive in exchange therefor the Merger Consideration into which the Shares represented by such certificate or book-entry Share have been converted.

At any time following twelve (12) months after the Effective Time, Parent may require the Depositary to deliver to Parent any funds that have been made available to the Depositary and that have not been disbursed to holders of certificates or book-entry Shares (including, all interest and other income received by the Depository in respect of the finds made available to it). Thereafter, such holders will be entitled to look to the Surviving Corporation with respect to the Merger Consideration. Neither the Surviving Corporation nor the Depositary will be liable to any person in respect of any funds delivered to a public official pursuant to any abandoned property, escheat or other similar laws.

Section 16 Matters. Prior to or as of the Acceptance Time, the Company and the Company Board will take all necessary action to approve, for purposes of Section 16(b) of the Exchange Act, the disposition and cancellation or deemed disposition and cancellation of Shares, Company Options, Company RSUs and Company Warrants in the transactions contemplated by the Merger Agreement by applicable individuals and to cause such dispositions and/or cancellations to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Withholding. Parent, Purchaser, the Surviving Corporation and the Depositary are entitled to deduct and withhold from any amounts payable to any holder of Shares, Company Options or Company RSUs such amounts required to be deducted and withheld under the Code or any other tax law.

Transfer Taxes. If payment is to be made to a person other than the person named on a surrendered certificate or book-entry Share then, (a) such certificate or book-entry share must be properly endorsed or otherwise be in proper form for transfer and (b) the person requesting such payment must have paid all transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the surrendered certificate or book-entry Share, or will have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid.

Representations and Warranties. The representations, warranties and covenants contained in the Merger Agreement were made only as of specified dates for the purposes of such agreement, were solely for the benefit of SBP, Parent, Purchaser and the Company and may be subject to qualifications and limitations agreed upon by SBP, Parent, Purchaser and the Company. In particular, in reviewing the representations, warranties and covenants contained in the Merger Agreement and any description thereof contained or incorporated by reference herein, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between SBP, Parent, Purchaser and the Company, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC since July 30, 2020, and in some cases, are qualified by the confidential disclosure schedule prepared by the Company in accordance with the requirements of the Merger Agreement and that was delivered by the Company to Parent on the date and prior to the execution of the Merger Agreement (the “Company Disclosure Schedule”). Investors are not third-party beneficiaries under the Merger Agreement. Accordingly, investors should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances

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described therein. Information concerning the subject matter of such representations, warranties and covenants, which do not purport to be accurate as of the date of this Offer to Purchase, may have changed since the date of the Merger Agreement, which subsequent information may or may not be fully reflected in SBP, Parent, Purchaser and the Company’s public disclosures.

In the Merger Agreement, the Company has made representations and warranties to Parent and Purchaser with respect to, among other things:

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corporate organizations, good standing of the Company and its subsidiaries;

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organizational documents of the Company and its subsidiaries;

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capitalization and equity securities of the Company and its subsidiaries;

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timely filing of SEC filings, accuracy and completeness of the SEC filings and absence of certain SEC investigations;

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preparation of financial statements in accordance with GAAP and maintenance of system of internal control over financial reporting and disclosure controls;

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absence of off-balance sheet arrangements or material complaints received by the Company or its subsidiaries on accounting or audit matters;

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accuracy of the information included in this Offer to Purchase and the Schedule 14D-9;

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absence of certain changes and events since March 31, 2022;

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title to material tangible assets;

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owned and leased real property;

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intellectual property;

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data security and compliance with data security laws;

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material contracts;

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absence of certain undisclosed liabilities;

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compliance with law (including law applicable to the Company’s product candidates); compliance with health law and regulations of the applicable regulatory agencies, which are applicable to the Company and the Company’s product candidates, including the U.S. Food and Drug Administration (“FDA”) and the Institutional Review Board, and possession of necessary permits;

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compliance with anti-corruption laws, anti-money laundering laws, trade laws and sanctions;

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tax matters;

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labor and employment matters;

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employee benefit plans;

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environmental matters;

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insurance matters;

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absence of material legal proceedings, orders or investigations by governmental bodies;

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corporate authority of the Company to enter into the Merger Agreement and to consummate the transactions contemplated thereby, and due execution and delivery of the Merger Agreement;

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exemption from the takeover laws of Delaware, including Section 203 of the DGCL;

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no vote required;

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absence of violations of organizational documents, applicable laws and contracts as a result of the transactions contemplated by the Merger Agreement, including the Offer and the Merger;

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required consents, approvals and filings as a result of the transaction contemplated by the Merger Agreement, including the Offer and the Merger;

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fairness opinion with respect to the Offer Price; and

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financial advisors and brokers.

Certain of the Company’s representations and warranties in the Merger Agreement refer to the concept of “Material Adverse Effect.”

“Material Adverse Effect” means an event, fact, occurrence, development, change, violation, inaccuracy, circumstance or other matter (each, an “Effect”) which, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect (a) on the business, assets, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, or (b) the ability of the Company to consummate the transactions contemplated by the Merger Agreement on the terms set forth or contemplated therein; provided, however, that, in the case of clause (a), none of the following Effects shall be deemed, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there is, or would reasonably likely to be, a Material Adverse Effect on the Company and its subsidiaries:

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any change in the market price or trading volume of the Company’s stock;

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any Effect resulting from the announcement or pendency of the transactions contemplated by the Merger Agreement;

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any Effect generally affecting the industries in which the Company and its subsidiaries operate or in the economy generally or other general business, financial or market conditions, except to the extent that the Company and its subsidiaries are adversely affected disproportionately relative to the other participants in such industries or the economy generally, as applicable;

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any Effect arising directly or indirectly from or otherwise relating to fluctuations in the value of any currency;

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any Effect arising directly or indirectly from or otherwise relating to any act of terrorism, war (whether or not declared), national or international calamity, sabotage (including cyberattacks, cyber intrusions, cyberterrorism or other cybersecurity breaches), pandemic or epidemic (including COVID-19), or any other similar event, except to the extent that such Effect disproportionately affects the Company and its subsidiaries relative to other participants in the industries or geographies in which the Company and its subsidiaries operate or the economy generally, as applicable;

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the failure of the Company to meet internal or analysts’ expectations or projections or the results of operations of the Company and its subsidiaries, provided however that the underlying causes of such failure may be considered in determining whether a Material Adverse Effect has occurred to the extent not otherwise excluded by another exception therein;

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any Effect arising directly from or otherwise directly relating to any action taken, or failure to take any action, at the written request of Parent or by the Company or any of its subsidiaries that is specifically required or prohibited (as applicable) by the terms of the Merger Agreement (other than compliance with the covenants set forth therein except to the extent that Parent has unreasonably withheld a consent to the taking or the omission of such action);

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any Effect to the extent directly arising or otherwise directly relating to Parent’s or Purchaser’s breach of the Merger Agreement;

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any Effect arising from or otherwise relating to any change in, after the date of the Merger Agreement, any law (including a COVID-19 Response) or GAAP (or interpretations of any law or GAAP by a governmental body);

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any matters disclosed in the Company Disclosure Schedule; or

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except for any clinical hold or other Effect that would reasonably be expected to result in the termination of any clinical trials sponsored by the Company or any of its subsidiaries with respect to any product candidates of the Company and its subsidiaries, which shall not be disregarded in determining whether a Material Adverse Effect has occurred, any Effect arising directly or indirectly from or otherwise relating to (a) regulatory or clinical changes, events or developments with

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respect to any product candidates of the Company and its subsidiaries or any competitor’s product candidates, (b) FDA approval (or other clinical or regulatory developments), market entry or threatened market entry of any product competitive with or related to any of the product candidates of the Company and its subsidiaries, or any guidance, announcement or publication by the FDA or other governmental body affecting the future regulatory approval of any product candidates of the Company and its subsidiaries or competitor’s product candidates or (c) any developments relating to reimbursement, coverage or payor rules with respect to any product candidates of the Company and its subsidiaries or the pricing of competitor product candidates, in each case, solely to the extent not resulting from or arising out of any non-compliance with certain covenants of the Company set forth in the Merger Agreement, any wrongdoing, fraud or intentional misconduct or misrepresentation, any violation of any applicable law by the Company and its subsidiaries or their representatives, or any reckless actions or omissions of the Company and its subsidiaries or their representatives.

Certain of the exceptions above will not prevent or otherwise affect a determination that the underlying cause of any such decline or failure referred to therein is or would be reasonably like to be a Material Adverse Effect.

In the Merger Agreement, Parent and Purchaser have made representations and warranties to the Company with respect to:

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corporate organization and good standing of Parent and Purchaser;

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operation of Purchaser;

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corporate authority of Parent and Purchaser to enter into the Merger Agreement and to consummate the transactions contemplated thereby, and due execution and delivery of the Merger Agreement;

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absence of violations of organizational documents, applicable laws and contracts as a result of the transactions contemplated by the Merger Agreement, including the Offer and the Merger;

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required consents and approvals and filings as a result of the transactions contemplated by the Merger Agreement, including the Offer and the Merger;

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accuracy of the information included in this Offer to Purchase or supplied by Parent or Purchaser for inclusion in the Schedule 14D-9;

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absence of material legal proceedings, orders or investigations by governmental bodies;

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sufficiency of funds to consummate the transactions contemplated by the Merger Agreement, including the Offer and the Merger;

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no ownership of the Shares;

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no other representations and warranties; and

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investigation by Parent and Purchaser of the Company and its subsidiaries.

Certain of Parent and Purchaser representations and warranties in the Merger Agreement refer to the concept of “Parent Material Adverse Effect.” “Parent Material Adverse Effect” means any Effect that, individually or in the aggregate, would reasonably be expected to prevent, materially delay or materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by the Merger Agreement, including the Offer and the Merger.

The representations and warranties of Parent, Purchaser and the Company contained in the Merger Agreement will terminate and expire at the Effective Time.

Operation of the Business of the Company and its Subsidiaries. The Merger Agreement provides that, until the earlier of the Effective Time and the termination of the Merger Agreement in accordance with its terms (the “Pre-Closing Period”), (a) except (i) as required or contemplated under the Merger Agreement or as required by applicable laws, (ii) with the written consent of Parent, which consent will not be unreasonably withheld, delayed or conditioned, or (iii) as set forth in the Company Disclosure Schedule, the Company will, and will cause each of its subsidiaries to, conduct its business and operations in the ordinary course (however, the Company may take actions outside of the ordinary course of business to the extent

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reasonably necessary (A) to protect the health and safety of the Company’s or its Subsidiaries’ employees in respect of their business activities in response to COVID-19 or (B) to implement any action in response to applicable laws related to COVID-19, and to the extent not prohibited by applicable laws, the Company must provide written notice to Parent prior to taking such actions), and (b) the Company must notify Parent as soon as reasonably practicable and to the extent not prohibited by applicable laws of (i) any knowledge of the receipt of any notice from any person alleging that the consent of such person is or may be required in connection with any of the transactions contemplated by the Merger Agreement, including the Offer and the Merger, and (ii) any legal proceeding commenced, or, to its knowledge threatened in writing, relating to or involving the Company or any of its subsidiaries that relates to the consummation of the transactions contemplated by the Merger Agreement, including the Offer and the Merger Agreement. The Company has also agreed to and to cause each of its subsidiaries to, use commercially reasonable efforts to (1) conduct its business in the ordinary course in all material respects, (2) preserve intact its materials assets (including technology) and material components of its business organizations, (3) keep available the services of its present executive officers and key employees and (4) maintain business relationships and good will with governmental bodies with jurisdiction over the operation of the Company and its subsidiaries, customers, suppliers, licensors, licensees, distributors, collaboration partners and other business partners, in each case, that have material business relations with the Company and its subsidiaries.

During the Pre-Closing Period, the Company has also agreed (subject to the same exceptions listed in the preceding paragraph) not to and to cause its subsidiaries not to:

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(a) establish a record date for, declare, accrue, set aside or pay any dividend or make any other distribution (whether in cash, stock or property) in respect of any shares of its capital stock (including the Shares) or other equity interests (subject to certain exceptions) or (b) repurchase, redeem or otherwise reacquire any of its shares of capital stock (including any Share) or other equity interests of the Company and it subsidiaries, or any rights, warrants or options to acquire any shares of its capital stock (subject to certain exceptions);

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split, combine, subdivide or reclassify any shares of its capital stock (including the Shares) or other equity interests;

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sell, issue, grant, deliver, pledge, transfer, encumber or authorize the issuance, sale, delivery, pledge, transfer, encumbrance or grant by the Company or any of its subsidiaries (other than pursuant to contracts in effect as of the date of the Merger Agreement that were made available to Parent) of (a) any capital stock, equity interest or other security of the Company and its subsidiaries, (b) any option, call, warrant, restricted securities or right to acquire any capital stock, equity interest or other security of the Company and its subsidiaries or (c) any instrument convertible into or exchangeable for any capital stock, equity interest or other security of the Company and its subsidiaries (subject to certain exceptions);

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except as agreed to in the Merger Agreement, as required under any Employee Plan as in effect on the date of the Merger Agreement or under any applicable laws, (a) establish, adopt, terminate or amend any Employee Plan (or any plan, program, arrangement, practice or agreement that would be an Employee Plan if it were in existence on the date of the Merger Agreement), or amend or waive any of its rights under, or accelerate the vesting or payment under, any provision of any of the Employee Plans (or any plan, program, arrangement, practice or agreement that would be an Employee Plan if it were in existence on the date of the Merger Agreement) (subject to certain exceptions), (b) grant current or former Company Associates any awards or accelerate the vesting or lapse in restrictions of any compensation or benefits (subject to certain exceptions), (c) grant or increase any grant to any current or former Company Associate’s compensation, bonuses or other benefits (i) for anyone who would be or report to the Chief Executive Officer of the Company or (ii) for all Company Associates collectively, other than anyone who would be or report to the Chief Executive Officer of the Company, above certain thresholds, or (d) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits;

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(a) enter, amend or permit the adoption of any contract with any Company Associate including for employment, severance or other types agreement with anyone who would be, or report to, the Chief Executive Officer of the Company or any direct report thereof or any material consulting agreement with any independent contractor, (b) hire or promote any employee or other service provider outside of

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the Company’s ordinary course or in a manner that is inconsistent with the Company’s annual hiring budget who has (or would have, if hired), a total target annual compensation opportunity above certain thresholds (subject to certain exceptions), or (c) terminate (other than for cause) the employment or services of any Company Associate;

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amend or permit the adoption of any amendment to its Certificate of Incorporation or bylaws or other charter or organizational documents;

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form any subsidiary, acquire any equity interest in any other entity or enter into any joint venture, partnership, limited liability corporation or similar arrangement;

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(a) make or authorize any capital expenditure (subject to certain exceptions) in excess of $150,000 individually and $500,000 in the aggregate (subject to certain exceptions);

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acquire, lease, license, sublicense, pledge, sell or otherwise dispose of, divest or spin-off, abandon, waive, relinquish, disclaim, dedicate to the public or permit to lapse (subject to certain exceptions) or subject to any encumbrance (other than permitted encumbrances) any material right or other material asset or property (subject to certain exceptions);

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lend money or make capital contributions or advances to or make investments in, any person, or incur or guarantee any indebtedness (subject to certain exceptions);

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(a) amend, modify, waive or release any material rights under or terminate any material contract or any contract that would constitute a material contract if it were in effect on the date of the Merger Agreement (subject to certain exceptions) or (b) enter into any contract that would constitute a material contract if it were if it were in effect on the date of the Merger Agreement (subject to certain exceptions);

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except as required by applicable laws or as otherwise is in the ordinary course of business, (a) file any amended income or other material tax return, (b) make any material change to any method of financial or tax accounting (or accounting principles in connection therewith), (c) make or change any material tax election, (d) surrender any material claim for a refund of taxes, (e) consent to any extension or waiver of the limitation period applicable to any material tax claim or assessment relating to the Company or any of its subsidiaries (other than pursuant to an extension of time to file a tax return) or (f) enter into any tax sharing agreement, tax allocation agreement or tax indemnity agreement (subject to certain exceptions);

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commence any legal proceeding inconsistent with past practice (subject to certain exceptions);

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settle, release, waive or compromise any legal proceeding or other claim (or threatened legal proceeding or other claim) (subject to certain exceptions);

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enter into any collective bargaining agreement or other agreement with any labor organization;

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adopt or implement any stockholder rights plan or similar arrangement;

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adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any its subsidiaries (subject to certain exceptions);

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make any material change in financial accounting policies, practices, principles, methods or procedures, other than as required by GAAP or Regulation S-X promulgated under the Exchange Act or other applicable rules and regulations of the SEC or applicable laws;

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commence any new clinical trial in respect of any Key Product (subject to certain exceptions);

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terminate any clinical trials in respect of any Key Product that are ongoing as of the date of the Merger Agreement, except as required by applicable laws or in accordance with industry practice to protect human subjects or for any safety outcomes necessitating the termination of such clinical trial;

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fail to maintain in full force and effect the existing insurance policies of the Company and its subsidiaries or to renew or replace such insurance policies with comparable insurance policies;

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abandon or let lapse, or otherwise fail to maintain, any material company intellectual property, except non-exclusive licenses and sublicenses of company intellectual property to customers or suppliers of the Company and its subsidiaries;

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disclose to any third party other than pursuant to written confidentiality obligations, or otherwise fail to maintain, any material trade secrets and confidential information (subject to certain exceptions); or

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authorize, or agree or commit to take, any of the actions described above.

Access to Information. From and after the date of the Merger Agreement until the Effective Time, the Company will upon reasonable advance notice (a) provide Parent and Parent’s representatives with reasonable access during normal business hours of the Company to the Company’s and its subsidiaries’ representatives, personnel, properties and assets, and to all existing books, records, tax returns, work papers and other documents and information relating to the Company and provide copies of such existing books, records, tax returns, work papers and other documents and information relating to Company and its Subsidiaries to the extent reasonably requested by Parent and its representatives for business purposes relating to the transactions contemplated by the Merger Agreement or the planned integration or operation of the Company and its subsidiaries following the Closing, subject to certain exceptions.

No Solicitation. During the Pre-Closing Period, the Company and its Subsidiaries will not, and will direct their officers, directors, employees, attorneys, accountants, investment bankers, consultants, agents, financial advisors, other advisors and other representatives (collectively, “Representatives”) not to:

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directly or indirectly, continue any solicitation, knowing encouragement, discussions or negotiations with any persons that may be ongoing with respect to an Acquisition Proposal;

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directly or indirectly, (a) solicit, initiate or knowingly facilitate or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (b) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other person any non-public information in connection with, or for the purpose of soliciting or knowingly encouraging or facilitating, an Acquisition Proposal or any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, (c) enter into any letter of intent, acquisition agreement, agreement in principle or similar agreement with respect to an Acquisition Proposal or any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal or (d) take any action to exempt any person (other than Parent and its Subsidiaries) from the restrictions on “business combinations” or any similar provision contained in applicable “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions,” or “business combination statute or regulation” or other similar state anti-takeover laws and regulations or the Company’s organizational and other governing documents;

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waive or release any person from, forebear in the enforcement of, or amend any standstill agreement or any standstill provisions of any other contract or agreement, unless, solely in the case of this sub-bullet, (a) the Company Board determines in good faith, after consultation with the Company’s outside legal counsel, that the failure to do so would be inconsistent with the fiduciary duties of the Company Board to the Company’s stockholders under applicable laws, in which event the Company and its subsidiaries may take the actions described in this sub-bullet solely to the extent necessary to permit a third party to make, on a confidential basis to the Company Board, an Acquisition Proposal and (b) the Company complies with the obligations under the Merger Agreement to promptly notify Parent of such matter; or

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resolve or agree to do any of the foregoing.

The Company and its Subsidiaries will, and will direct their Representatives to, immediately cease any solicitation, encouragement, discussions or negotiations with any persons that may be ongoing with respect to an Acquisition Proposal or any inquiries, proposals, offers or requests that could reasonably be expected to lead to an Acquisition Proposal. As promptly as reasonably practicable (and in any event within three (3) business days) following the date of the Merger Agreement, the Company had an obligation to request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all non-public information previously furnished to any person (other than Parent) that has, within the one-year period prior to the date of the Merger Agreement, made or indicated an intention to make an Acquisition Proposal and the Company had an obligation, within one (1) business day following the date of the

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Merger Agreement, to cause its subsidiaries to, terminate access by any third person who has made or would reasonably be expected to make an Acquisition Proposal (other than Parent and its Representatives) to any data room (virtual or actual) containing any confidential information of the Company or any of its subsidiaries.

If at any time on or after the date of the Merger Agreement and prior to the Offer Acceptance Time the Company or any of its subsidiaries or any of their Representatives receives an unsolicited bona fide written Acquisition Proposal from any person or group of persons, which Acquisition Proposal was made or renewed on or after the date of the date of the Merger Agreement and did not result from a material breach of the no solicitation section of the Merger Agreement, (a) the Company and its Representatives may contact such person or group of persons solely to clarify the terms and conditions thereof and inform such person or group of persons of the terms of the no solicitation section of the Merger Agreement and (b) if the Company Board determines in good faith, (i) after consultation with the Company’s financial advisors and outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Offer, and (ii) after consultation with the Company’s outside legal counsel, that the failure to take such action described in the following clauses (A) and (B) would be inconsistent with the fiduciary duties of the Company Board to the Company’s stockholders under applicable Legal Requirements, then the Company and its Representatives may (A) furnish, pursuant to (but only pursuant to) a confidentiality agreement with such person on terms that are no less favorable to the Company than those contained in the Confidentiality Agreement and does not prohibit the Company from providing any information to Parent in accordance with the terms of the Merger Agreement (an “Acceptable Confidentiality Agreement”), information (including non-public information) with respect to the Company and its subsidiaries to the person or group of persons who has made such Acquisition Proposal; provided that the Company shall concurrently provide to Parent any non-public information concerning the Company and its subsidiaries that is provided to any person to the extent access to such information was not previously provided to Parent or its Representatives and (B) engage in or otherwise participate in discussions or negotiations with the person or group of persons making such Acquisition Proposal. The Company will provide Parent with an accurate and complete copy of any Acceptable Confidentiality Agreement promptly (and in any event within one day) of the execution thereof.

During the Pre-Closing Period, the Company will promptly (and in any event within the shorter of one (1) business day or thirty-six (36) hours) notify Parent if any inquiries, proposals or offers with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal, or any initial request for non-public information concerning the Company from any person or group who has made or could reasonably be expected to make an Acquisition Proposal, in each case, are received by the Company or any of its subsidiaries or any Representative thereof and provide to Parent unredacted copies of any written requests, inquiries, proposals or offers or other materials, including proposed agreements and summaries of the material terms and conditions of any oral requests, inquiries, proposals or offers (including any proposed term sheet, letter of intent, acquisition agreement or similar agreement with respect thereto), the name of such person or group and a summary of any material unwritten terms and conditions thereof, and the nature of any information requested. The Company will keep Parent reasonably informed of any material developments, discussions or negotiations regarding any Acquisition Proposal or any requests, inquiries, proposals or offers (including by furnishing copies of any further amendments thereto) on a prompt basis (and in any event within the shorter of one (1) business day or thirty-six (36) hours of such material development, discussion or negotiation). Upon the request of Parent, the Company will reasonably inform Parent of the status of such Acquisition Proposal.

Subject to the terms and conditions of the Merger Agreement, neither the Company Board nor any committee thereof shall (a)(i) withdraw or withhold (or modify or qualify in a manner adverse to Parent or Purchaser), or publicly propose to withdraw or withhold (or modify or qualify in a manner adverse to Parent or Purchaser), the Company Board Recommendation, (ii) fail to include the Company Board Recommendation in the Schedule 14D-9 or (iii) adopt, approve, recommend or declare advisable, or resolve, agree or publicly propose to adopt, approve, recommend or declare advisable, any Acquisition Proposal (any action described in the foregoing clauses being referred to as a “Company Adverse Change Recommendation”); or (b) adopt, approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow the Company to execute or enter into any contract or agreement (other than an Acceptable Confidentiality Agreement) with respect to, or that would reasonably be expected

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to lead to, any Acquisition Proposal, or that requires, or is reasonably expected to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the transactions contemplated by the Merger Agreement, including the Offer and the Merger.

Despite the foregoing and prior to the Offer Acceptance Time:

(a)

if the Company has received a bona fide written Acquisition Proposal (which Acquisition Proposal did not arise out of a material breach of the no solicitation section of the Merger Agreement) from any person that has not been withdrawn and after consultation with the Company’s financial advisors and outside legal counsel, the Company Board has determined, in good faith, that such Acquisition Proposal is a Superior Offer, (i) the Company Board may make a Company Adverse Change Recommendation or (ii) the Company may terminate the Merger Agreement to enter into a Specified Agreement (as defined below) with respect to such Superior Offer (so long as, prior to and as a condition to the effectiveness of, such termination, the Company pays to Parent the termination fee payable pursuant to the Merger Agreement), in each case, if and only if: (A) the Company Board determines in good faith, after consultation with the Company’s outside legal counsel, that the failure to do so would be inconsistent with the fiduciary duties of the Company Board to the Company’s stockholders under applicable laws; (B) the Company has given Parent prior written notice of its intention to consider making a Company Adverse Change Recommendation or terminate the Merger Agreement at least four business days prior to making any such Company Adverse Change Recommendation or termination (a “Determination Notice”) (which notice will not constitute a Company Adverse Change Recommendation) and, to the extent desired by Parent, during such four-business day period will have negotiated in good faith with respect to any revisions to the terms of the Merger Agreement or another proposal to the extent proposed by Parent so that such Acquisition Proposal would cease to constitute a Superior Offer; and (C) (1) the Company has provided to Parent information with respect to such Acquisition Proposal contemplated to be provided in accordance with the terms of the Merger Agreement, (2) the Company has given Parent the four-business day period after the Determination Notice to propose revisions to the terms of the Merger Agreement or make another proposal so that such Acquisition Proposal would cease to constitute a Superior Offer, and (3) after giving effect to any written proposals and any revised terms made by Parent in writing during such period, if any, after consultation with the Company’s financial advisors and outside legal counsel, the Company Board has determined, in good faith, that such Acquisition Proposal is a Superior Offer and, after consultation with the Company’s outside legal counsel, that the failure to make the Company Adverse Change Recommendation or terminate the Merger Agreement would be inconsistent with the fiduciary duties of the Company Board to the Company’s stockholders under applicable laws. The foregoing provisions will also apply to any change to any of the financial terms (including the form, amount and timing of payment of consideration) or any other material amendment or modification to any Acquisition Proposal and require a new Determination Notice, except that for purposes of the foregoing the references to four business days will be deemed to be three business days; and

(b)

other than in connection with an Acquisition Proposal, the Company Board may make a Company Adverse Change Recommendation in response to a Change in Circumstance, if and only if: (i) the Company Board determines in good faith, after consultation with the Company’s outside legal counsel, that the failure to do so would be inconsistent with the fiduciary duties of the Company Board to the Company’s stockholders under applicable laws; (ii) the Company has given Parent a Determination Notice at least four business days prior to making any such Company Adverse Change Recommendation and, to the extent desired by Parent, during such four-business day period has negotiated in good faith with respect to any revisions to the terms of the Merger Agreement or another proposal to the extent proposed by Parent so that a Company Adverse Change Recommendation would no longer be necessary; and (iii) (A) the Company has specified in reasonable detail the facts and circumstances underlying the Change in Circumstance that render a Company Adverse Change Recommendation necessary, (B) the Company has given Parent the four-business day period after the Determination Notice to propose revisions to the terms of the Merger Agreement or make another proposal so that a Company Adverse Change Recommendation

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would no longer be necessary, and (C) after considering the results of any such negotiations and giving effect to the proposals made by Parent, if any, after consultation with outside legal counsel, the Company Board has determined, in good faith, that the failure to make the Company Adverse Change Recommendation in response to such Change in Circumstance would be inconsistent with the fiduciary duties of the Company Board to the Company’s stockholders under applicable Legal Requirements. The forgoing provisions will also apply to any material change to the facts and circumstances relating to such Change in Circumstance and require a new Determination Notice, except that for purposes of such subsequent Determination Notice, the references to four business days will be deemed to be two business days.

Nothing contained in the Merger Agreement prohibits the Company or the Company Board from (a) taking and disclosing to the holders of Shares a position contemplated by Rule 14e-2(a) and Rule 14d-9 promulgated under the Exchange Act, (b) making any “stop, look and listen” communication pursuant to Rule 14d-9(f) promulgated under the Exchange Act or (c) making any disclosure to its stockholders if the Company Board determines, in good faith, after consultation with outside counsel, that the failure to make such statement would be inconsistent with its fiduciary duties under applicable law (provided that this paragraph will not be construed to exclude such communications from the definition of “Company Adverse Change Recommendation”).

“Acquisition Proposal” means any proposal or offer from any person (other than Parent and its affiliates) or “group,” within the meaning of Section 13(d) of the Exchange Act, including any amendment or modification to any such proposal or offer, relating to, in a single transaction or series of related transactions, any (a) acquisition, lease, exchange, transfer or other disposition or license of assets (including intellectual property rights) of the Company and its Subsidiaries equal to fifteen percent (15%) or more of the Company’s consolidated assets or to which fifteen percent (15%) or more of the Company’s revenues or earnings on a consolidated basis are attributable, (b) issuance or acquisition of fifteen percent (15%) or more of the outstanding Shares or other voting or equity securities of the Company, (c) recapitalization, tender offer or exchange offer that if consummated would result in any person or group beneficially owning fifteen percent (15%) or more of the outstanding Shares, (d) acquisition or license of all or substantially all of the rights to the Company’s product candidates FS118 and FS222 or (e) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company that if consummated would result in any Person or group beneficially owning fifteen percent (15%) or more of the outstanding Shares or other voting or equity securities of the Company, in each case other than the transactions contemplated by the Merger Agreement, including the Offer and the Merger.

“Superior Offer” means a bona fide written Acquisition Proposal that the Company Board determines, in its good faith judgement, after consultation with its outside legal counsel and its financial advisor(s), is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory, timing, and financing aspects (including certainty of closing) of the proposal and the person making the proposal and other aspects of the Acquisition Proposal that the Company Board deems relevant, is more favorable to the Company’s stockholders (solely in their capacity as such) from a financial point of view than the transactions contemplated by the Merger Agreement, including the Offer and the Merger (including after giving effect to written proposals, if any, made by Parent pursuant to its renegotiation of the terms of the Merger Agreement); provided that for purposes of the definition of “Superior Offer,” the references to “fifteen percent (15%)” in the definition of Acquisition Proposal shall be deemed to be references to “fifty percent (50%).”

“Change in Circumstance” means any event, fact, circumstance, development or occurrence that is material to the Company and its subsidiaries (taken as a whole) that (a) was neither known to the Company Board nor reasonably foreseeable as of or prior to the date of the merger Agreement and (b) does not relate to any Acquisition Proposal.

Employee Matters. Parent will, and will cause the Surviving Corporation and each of its other subsidiaries to, for the period of one (1) year following the Effective Time, maintain for each individual employed by the Company or any of its subsidiaries as of immediately prior to the Effective Time and who continues to be employed by the Surviving Corporation (or any Affiliate thereof) during such one year period (each, a “Continuing Employee”) (a) a base salary (or base wage rate, as the case may be) and target

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annual cash incentive opportunities, each of which is no less favorable than the base salary (or base wage rate, as the case may be) and target annual cash incentive opportunities provided to such Continuing Employee immediately prior to the Effective Time, (b) commission targets (excluding equity incentive compensation or any equivalent long-term incentive compensation) that are substantially comparable in the aggregate to the commission targets provided to such Continuing Employee immediately prior to the Effective Time and (c) health and welfare benefits (excluding, for the avoidance of doubt, equity incentive compensation or any equivalent long-term incentive compensation) that are at least substantially comparable in the aggregate to those provided to such Continuing Employee by the Company and its subsidiaries immediately prior to the Effective Time (including by permitting such Continuing Employees to participate in the plans provided by Parent or its affiliates to their respective similarly situated employees). Notwithstanding the foregoing, Parent will assume and honor, and will cause the Surviving Corporation and their respective affiliates to assume and honor those employee plans set forth in the Company Disclosure Schedule that provide for severance payments and benefits to any Continuing Employee whose employment ends for a severance-qualifying reason pursuant to such employee plan to the extent such severance payments and benefits are substantially comparable or more favorable to the Continuing Employees than the benefit plans sponsored by Parent or its Affiliates that would otherwise provide severance payments and benefits to the Continuing Employees.

Parent will use commercially reasonable efforts to ensure that each Continuing Employee will be given service credit for all purposes, including for eligibility to participate, benefit levels (including levels of benefits under Parent’s vacation policy) and eligibility for vesting under applicable Parent employee benefit plans and arrangements with respect to his or her length of service with the Company (and its predecessors) prior to the Closing Date, provided that the foregoing will not result in the duplication of benefits, or the funding thereof, or to benefit accrual under any pension plan.

To the extent relevant for vesting, eligibility or allowances (including any paid time off) under any benefit plan of Parent, Parent will use commercially reasonable efforts to (a) waive all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees, to the extent that such conditions, exclusions and waiting periods would not apply under a similar employee benefit plan in which such employees participated prior to the Effective Time and (b) ensure that such health or welfare benefit plan will, for purposes of eligibility, vesting, deductibles, co-payments and out-of-pocket maximums and allowances (including paid time off), credit Continuing Employees for service and amounts paid prior to the Effective Time with the Company to the same extent that such service and amounts paid were recognized prior to the Effective Time under the corresponding health or welfare benefit plan of the Company.

Indemnification of Directors and Officers. Parent and Purchaser will cause the Surviving Corporation’s certificate of incorporation and bylaws to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation from liabilities of present and former directors, officers and employees of the Company than are currently provided in the Company’s Certificate of Incorporation and Bylaws, which provisions will not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any such individuals until six (6) years from the Effective Time. The Surviving Corporation will, as permitted under applicable law, indemnify each current (as of the Effective Time) or former director or officer of the Company against all losses, claims, damages, liabilities, fees, expenses, judgments or fines incurred by such person as an officer or director of the Company or any of its Subsidiaries in connection with any legal proceeding (prior to, at, or after the Effective Time). Subject to and in accordance with the terms of the Merger Agreement, until six (6) years from the Effective Time, the Surviving Corporation (and its successors and assigns) will advance reasonable and documented out-of-pocket costs and expenses (including reasonably and documented attorneys’ fees) incurred by such directors and officers in connection with the foregoing. The Merger Agreement also provides that, from the Effective Time until the sixth (6th) anniversary of the Effective Time, the Surviving Corporation will, and Parent will cause the Surviving Corporation to, maintain, in effect, the existing policy of the directors’ and officers’ liability insurance maintained by the Company as of the date of the Merger Agreement (the “Existing D&O Policy”); provided that Parent or the Surviving Corporation will not be required to pay annual premiums for the Existing D&O Policy (or for any substitute or “tail” policies) in excess of three hundred percent (300%) of the most recently paid annual premium for the Existing D&O Policy. Parent will, and will cause Purchaser, to maintain such policy for its full term and continue to honor the obligations thereunder. In

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addition, if SBP, Parent or the Surviving Corporation (or any of their respective its successors or assigns) consolidates with or merges into any other entity or transfers all or a majority of its assets and properties to any person, the proper provision will be made so that the successors or assigns of Parent or the Surviving Corporation assume these indemnification obligations.

Filings, Consents and Approvals. Each of SBP, Parent, Purchaser and the Company will use their respective reasonable best efforts to take, or cause to be taken, all actions, to file, or cause to be filed, all necessary documentation and information with any governmental body to consummate and make effective the transactions contemplated by the Merger Agreement, including the Offer and the Merger, as soon as reasonably practicable, including (a) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, decisions, declarations, approvals and, expirations or terminations of waiting periods from governmental bodies and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain any such consent, decision, declaration, approval, clearance or waiver, or expiration or termination of a waiting period by or from, or to avoid an action or proceeding by, any governmental body, (b) the obtaining of all necessary consents, authorizations, approvals or waivers from third parties and (c) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by the Merger agreement, including the Offer and the Merger.

However, the foregoing shall not require the Company or any of its subsidiaries to pay prior to the Effective Time any fee, penalty or other consideration or otherwise make any accommodation, commitment or incur any liability or obligation to any third-party to obtain any consent or approval required for the consummation of the transactions contemplated by the Merger Agreement, including the Offer and the Merger, under any contract or agreement to which the Company or any of its subsidiaries is party.

Subject to the terms and conditions of the Merger Agreement, each of SBP, Parent, Purchaser and the Company will (and will cause their respective affiliates, if applicable, to):

•

promptly (but in no event later than ten (10) business days after the date of the Merger Agreement), make an appropriate filing of all notification and report forms as required by the HSR Act with respect to the transactions contemplated by the Merger Agreement, including the Offer and the Merger;

•

promptly (but in no event later than ten (10) business days after the date of the Merger Agreement), make all other filings, notifications or other consents (or where required by an applicable law a draft thereof) (i) as may be required to be made or obtained by such party under foreign Antitrust Laws and (ii) as may be required to satisfy the voluntary filing regime of CFIUS;

•

promptly (but in no event later than ten (10) business days after the date of the Merger Agreement) so long as the Company uses reasonable best efforts to promptly provide all information that is necessary and reasonably requested by Parent to, make all draft filings, notifications or other consents as may be required to satisfy the voluntary filing regime of the applicable governmental body under the NSIA; provided, that in the event the applicable governmental body under the NSIA requests any updates to such draft filings, notifications or consents, the parties will promptly (but in no event later than five (5) business days after receipt of such request by Parent and the Company), make appropriate updates to such draft filings, notifications or consents and resubmit such updated drafts to the applicable governmental body under the NSIA;

•

cooperate with each other in determining whether, and promptly preparing and making, any other filings or notifications or other consents required to be made with, or obtained from, any other governmental bodies, including in accordance with any applicable laws regulating foreign investment screening, national security or trade regulation (collectively, “Foreign Direct Investment Laws”) (whether mandatory or in connection with a voluntary file regime), in connection with the transactions contemplated by the Merger Agreement, including the Offer and the Merger; and

•

expeditiously supply any additional information that reasonably may be required or requested, including but not limited to any second request, by the U.S. Federal Trade Commission (the “FTC”) or the U.S. Department of Justice (the “DOJ”), CFIUS, or any foreign or domestic governmental body responsible for the enforcement of any Antitrust Law or Foreign Direct Investment Law (including but not limited to the NSIA).

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Without limiting the foregoing, Parent and the Company agree that (a) a voluntary notification is necessary and should be submitted to CFIUS under 31 C.F.R. § 800 subpart E and all appropriate filings of all notifications and report forms will be made to such Governmental Body in accordance with such Foreign Direct Investment Laws no later than ten (10) business days after the date of the Merger Agreement and (b) a voluntary notification is necessary and should be submitted to the applicable governmental body under the NSIA and all appropriate draft filings of all notifications and report forms will be made to such governmental body in accordance with such Foreign Direct Investment Laws no later than ten (10) business days after the date of the Merger Agreement so long as the Company uses reasonably best efforts to promptly provide all information that is necessary and reasonably requested by Parent to make such draft filings and all updates to such draft filings shall be resubmitted no later than five (5) business days after the receipt by Parent and the Company of a request from the applicable Governmental Body under the NSIA to update such draft filings.

Neither Parent nor any of its affiliates will have any obligation to (a) negotiate, commit to or effect, by consent decree, mitigation agreement, national security agreement, hold separate order or otherwise, the sale, lease, license, divestiture or disposition of any assets, rights, product lines, or businesses of the Company, Parent or any of their respective affiliates or subsidiaries, (b) terminate existing relationships, contractual rights or obligations of the Company, Parent or any of their respective affiliates or subsidiaries, (c) terminate any venture or other arrangement, (d) create any relationship, contractual rights or obligations of the Company, Parent or any of their respective affiliates or subsidiaries, (e) effectuate any other change or restructuring of the Company, Parent or any of their respective affiliates or subsidiaries and (f) otherwise take or commit to take any actions with respect to the businesses, product lines or assets the Company, Parent or any of their respective affiliates or subsidiaries.

Each of SBP, Parent, Purchaser and the Company will use reasonable best efforts to, among others, cooperate and consult with each other in connection with any such filing or submission and to promptly inform the other of any legal proceeding brought by or communication from any governmental body in connection with the transactions contemplated by the Merger Agreement, including the Offer and the Merger. Parent will have the principal responsibility for determining and implementing the strategy for obtaining any necessary actions or nonactions, waivers, consents, clearances, decisions, declarations, approvals and, expirations or terminations of waiting periods from Governmental Bodies (including with respect to timing and potential ways to address any concerns that may be raised) and will lead and direct all submissions to, meetings, negotiations and communications with any Governmental Body in connection with matters related to any Antitrust Law and any Foreign Direct Investment Laws. Purchaser will pay all filing fees under the HSR Act and for any other filing made to a Governmental Body, but the Company will bear its own costs for the preparation of any such filings. Neither party will commit to or agree with any Governmental Body to stay, toll or extend, directly or indirectly, any applicable waiting period, or pull and refile any filing or notice to a Governmental Body, in each case, without the prior written consent of the other (which will not be unreasonably withheld, conditioned or delayed).

From the date of the Merger Agreement through the Effective Time or termination of the Merger Agreement, Parent will not directly or indirectly, acquire or agree to acquire any assets, business or any person, whether by merger, consolidation, purchasing a substantial portion of the assets of or equity in any person or by any other manner or engage in any other transaction, if the entering into of an agreement relating to or the consummation of such acquisition, merger, consolidation or purchase or other transaction would reasonably be expected to (a) impose any material delay in the expiration or termination of any applicable waiting period or impose any material delay in the obtaining of, or increase the risk of not obtaining, any authorization, consent, clearance, approval or order of a governmental body necessary to consummate the Offer, the Merger and the other transactions contemplated by the Merger Agreement, including any approvals and expiration of waiting or review periods pursuant to the HSR Act, the DPA or any other applicable laws, (b) materially increase the risk of any governmental body entering, or materially increase the risk of not being able to remove or successfully challenge, any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Offer, the Merger and the other transactions contemplated by the Merger Agreement or (c) otherwise materially delay or materially impede the consummation of the Offer, the Merger and the other transactions contemplated by the Merger Agreement.

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Approval of Compensation Actions. Prior to the Offer Acceptance Time, the compensation committee of the Company Board has taken or will take all such actions as may be required to approve, as an employment compensation, severance or other employee benefit arrangement in accordance with Rule 14d-10(d)(2) under the Exchange Act and the instructions thereto, each agreement, arrangement or understanding between, among others, Parent, Purchaser, the Company or any of their respective affiliates and any of the officers, directors or employees of the Company that are effective as of the date of the Merger Agreement or are entered into after the date of the Merger Agreement and prior to the Offer Acceptance Time.

Securityholder Litigation. The Company will promptly notify and keep informed Parent of any litigation relating to the Merger Agreement and the transaction contemplated thereby. The Company will control any such litigation and will give Parent an opportunity to review and comment in advance of any material filings or responses to be made by the Company in connection with any such litigation, and the Company will in good faith take such comments into account. The Company will not settle any stockholder litigation without the prior written consent of Parent, subject to certain exceptions.

Other Covenants and Agreements. The Merger Agreement contains other customary covenants and agreements, including covenants described below:

•

Parent and the Company will obtain the approval of the other party prior to making any public statement relating to the transaction contemplated by the Merger Agreement, subject to certain exceptions.

•

Parent and the Company will promptly notify the other party of an event that (a) has had or would reasonably be expected to result in a Material Adverse Effect or Purchaser Material Adverse Effect, as applicable, or (b) is reasonably likely to result in the failure of any of the conditions set forth in the Merger Agreement as described below under “Conditions of Merger” and in Section 15 — “Conditions of the Offer” to be satisfied by the End Date.

•

Parent and the Company will use commercially reasonable efforts to obtain certain consents or authorizations from or provide certain notices of the transactions contemplated by Merger Agreement, including the Offer and the Merger, to certain third parties.

Conditions of Merger. The respective obligations of each of SBP, Parent, Purchaser and the Company to effect the Merger are subject to the satisfaction at or prior to the Closing of each of the following conditions:

(a)

No judgment, temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger issued by any governmental body of competent jurisdiction will be in effect. No law or order will have been promulgated, entered, enforced, enacted, issued or deemed applicable to the Merger by any governmental body which directly or indirectly prohibits, or makes illegal the consummation of the Merger; and

(b)

Purchaser (or Parent on behalf of Purchaser) has accepted for payment all of the Shares validly tendered pursuant to the offer and not validly withdrawn.

Termination. The Merger Agreement may be terminated and the Offer and the Merger may be abandoned, at any time prior to the Effective Time, as follows:

•

by mutual written consent of Parent and the Company;

•

by either Parent or the Company if:

(a)

the Offer (as it may have been extended in accordance with the Merger Agreement) has expired or has been terminated or withdrawn pursuant to its terms and the Merger Agreement without the acceptance for payment of Shares pursuant to the Offer; provided, however, that this termination right is not available to Parent or the Company if the failure of the acceptance for payment of Shares pursuant to the Offer is attributable primarily to a failure on the part of such party to perform in any material respect any covenant or obligation in the Merger Agreement required to be performed by such party at or prior to the acceptance for payment of Shares pursuant to the Offer (any termination under the circumstances described in this clause “(a)”, a “Failure to Satisfy Offer Termination”);

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(b)

a governmental body of competent jurisdiction has issued an order, decree or ruling, or has taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the acceptance for payment of Shares pursuant to the Offer or the Merger or making the consummation of the Offer or the Merger illegal, which order, decree, ruling or other action is final and nonappealable; provided, however, that this termination right is not available to Parent or the Company if the issuance of such final and nonappealable order, decree, ruling or other action is attributable primarily to a failure on the part of such party to perform in any material respect any covenant or obligation in the Merger Agreement required to be performed by such party at or prior to the Effective Time (any termination under the circumstances described in this clause “(b)”, a “Legal Restriction Termination”); or

(c)

the Offer Acceptance Time has not occurred on or prior to 5 p.m. Eastern Time on October 20, 2022 (such date, the “End Date”); provided, however, that this termination right is not available to Parent or the Company if the failure of the Offer Acceptance Time to occur prior to the End Date is attributable primarily to the failure on the part of such party to perform in any material respect any covenant or obligation in the Merger Agreement required to be performed by such party; provided, further, that if on the End Date all of the conditions set forth in Section 15 — “Conditions of the Offer”, other than the conditions set forth in clauses “(a)”, “(e)”, “(f)” or “(g)” of Section 15 — “Conditions of the Offer”, have been satisfied or waived by Parent or Purchaser, to the extent waivable by Parent or Purchaser (other than conditions that by their nature are to be satisfied at the Offer Acceptance Time, each of which is then capable of being satisfied), the End Date will be automatically extended to November 19, 2022 (and in the case of such extension, any reference to the End Date in any provision of the Merger Agreement) shall be a reference to the End Date as so extended) (any termination under the circumstances described in this clause “(c)”, an “End Date Termination”).

•

by the Company:

(d)

at any time prior to the Offer Acceptance Time, in order to accept a Superior Offer and substantially concurrently enter into a binding written definitive acquisition agreement providing for the consummation of a transaction which the Company Board has determined, in good faith, constitutes a Superior Offer (a “Specified Agreement”) in accordance with the terms of the Merger Agreement; provided that (i) the Company and its subsidiaries have complied in all material respects with the no solicitation section of the Merger Agreement and (ii) the Company has paid, or caused to be paid, to Parent the termination fee payable pursuant to the Merger Agreement, by wire transfer of immediately available funds prior to or concurrently with any such termination (any termination under the circumstances described in this clause “(d)”, a “Specified Agreement Termination”);

(e)

at any time prior to the Offer Acceptance Time, if (i) a breach of any representation or warranty contained in the Merger Agreement or failure to perform any covenant or obligation in the Merger Agreement on the part of Parent or Purchaser has occurred, which breach or failure has had or would reasonably be expected to have a Parent Material Adverse Effect, and (ii) such breach or failure to perform cannot be cured by Parent or Purchaser, as applicable, by the End Date, or if capable of being cured in such time period, has not been cured within thirty (30) days of the date the Company gives Parent written notice of such breach or failure to perform; provided, however, that, that this termination right is not available to the Company if the Company is then in breach of any representation, warranty, covenant or obligation under the Merger Agreement which breach would permit Parent to terminate the Merger Agreement pursuant to clause “(h)” of this Section “Termination”; or

(f)

if Purchaser has failed (i) to commence the Offer within ten (10) business days of the Merger Agreement without the prior written consent of the Company or (ii) to accept for payment all Shares validly tendered (and not validly withdrawn) pursuant to the Offer in violation of the Merger Agreement.

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•

by Parent:

(g)

at any time prior to the Offer Acceptance Time, if: (i)(A) the Company Board has failed to include the Company Board Recommendation in the Schedule 14D-9 when mailed, or (B) there has been a Company Adverse Change Recommendation; (ii) the Company Board has failed to publicly reaffirm the Company Board Recommendation in accordance with the terms of the Merger Agreement (subject to certain limitations); or (iii) in the case of a tender offer or exchange offer subject to Regulation 14D under the Exchange Act other than the Offer, the Company Board (A) states that it recommends such tender or exchange offer or (B) fails to recommend rejection of such tender offer or exchange offer and reaffirm the Company Board Recommendation in a solicitation/recommendation Statement on Schedule 14D-9 in accordance with the terms of the Merger Agreement (any termination under the circumstances described in this clause “(g)”, a “Change of the Board Recommendation Termination”); or

(h)

at any time prior to the Offer Acceptance Time, if a breach of any representation or warranty contained in the Merger Agreement or failure to perform any covenant or obligation in the Merger Agreement on the part of the Company has occurred such that a condition set forth in clause “(b)”, “(c)” or “(h)” of Section 15 — “Conditions of the Offer” would not be satisfied and such breach or failure to perform cannot be cured by the Company by the End Date, or if capable of being cured in such time period, has not been cured within 30 days of the date Parent gives the Company written notice of such breach or failure to perform; provided, however, that, that this termination right is not available to Parent if either Parent or Purchaser is then in breach of any representation, warranty, covenant or obligation under the Merger Agreement which breach would permit the Company to terminate the Merger Agreement pursuant to clause “(e)” of this Section “Termination” (any termination under the circumstances described in this clause “(h)”, a “Company Breach Termination”).

Effect of Termination. If the Merger Agreement is terminated pursuant to this Termination Section, the Merger Agreement (other than certain specified sections) will become void and of no effect with no liability on the part of SBP, Parent, Purchaser or the Company (or any of their respective Representatives), provided, however, that no such termination will relieve any person of any liability for damages resulting from a material breach of any covenant or agreement set forth in the Merger Agreement that is the consequence of an act, or failure to act, undertaken by the breaching person with the actual knowledge that the taking of such act, or failure to act, would result in a material breach of the Merger Agreement (a “Willful Breach”).

•

In the event that:

(a)

the Merger Agreement is terminated by the Company in the event of a Specified Agreement Termination;

(b)

the Merger Agreement is terminated by Parent in the event of a Change of the Board Recommendation Termination, or at the time the Merger Agreement is otherwise terminated, Parent had the right to terminate the Merger Agreement in respect of a Change of the Board Recommendation Termination; or

(c)

(i) the Merger Agreement is terminated by Parent or the Company pursuant to the End Date Termination (provided that (A) at the time of any such termination, the Minimum Condition is not satisfied and (B) with respect to any such termination by the Company, the right to terminate pursuant to the End Date Termination is then available to Parent) or the Failure to Satisfy Offer Termination, or by Parent pursuant to a Company Breach Termination resulting from a breach by the Company of its obligations under the no solicitation section of the Merger Agreement, or a Willful Breach of the Company to file the Schedule 14D-9 or to comply with its obligations under the filings, consents and approvals provision in the Merger Agreement, (ii) any person has publicly disclosed a bona fide Acquisition Proposal, or any Acquisition Proposal has been communicated to the Company Board, in each case after the date of the Merger Agreement and prior to such termination (unless such Acquisition Proposal was withdrawn at least two (2) business days prior to such termination (such withdrawal to be public, if such Acquisition Proposal shall have been publicly disclosed)) and (iii) within

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twelve (12) months of such termination the Company has entered into a definitive agreement with respect to, or consummated, an Acquisition Proposal (provided that for purposes of this clause (iii) the references to “fifteen percent (15%)” in the definition of “Acquisition Proposal” will be deemed to be references to “fifty percent (50%)”), then the Company will pay Parent a termination fee of $7,250,000 (the “Company Termination Fee”).

Any payment of the Company Termination Fee required to be made (1) pursuant to clause (a) above will be paid on the date that the Specified Agreement is executed, (2) pursuant to clause (b) above will be paid within two (2) business days after such termination and (3) pursuant to clause (c) above will be paid to Parent prior to or concurrently with the earlier of entering into the definitive agreement with respect to, or consummating the Acquisition Proposal referred to in clause (c)(iii) above. The Company will not be required to pay the Company Termination Fee more than once.

Except in the case of Fraud or Willful Breach of the Merger Agreement by the Company, in the event the Company Termination Fee payable pursuant to the above is paid to Parent, Parent’s right to receive the Company Termination Fee is the sole and exclusive remedy of SBP, Parent and Purchaser in respect of any loss suffered as a result of the failure of the Offer to the Merger to be consummated or for a breach or failure of the Company to perform under the Merger Agreement.

If the Company fails to promptly pay the Company Termination Fee and, Parent commences a suit in order to collect such payment that results in a judgment against the Company for the amount of the Company Termination Fee, the Company will pay to Parent interest on such amount at the prime rate as published in the Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received.

Equity Financing; Securities Purchase Agreement. In the event that the Merger Agreement is terminated pursuant to (a) a Legal Restriction Termination, if the issuance of the relevant order, decree or ruling, or the taking of the relevant action, is pursuant to any Foreign Direct Investment Law or (b) an End Date Termination, if the failure of the Offer Acceptance Time to have occurred by the End Date (not taking into the account whether the Minimum Condition is then satisfied) is a result of the failure to satisfy the Foreign Investment Condition (as defined below) on or before such date, then the Company may elect to consummate the Equity Financing (as defined below), which election may be made in the Company’s sole discretion, by delivering to Parent within ten (10) business days of any such termination, a written notice (the “Financing Election Notice”) of its decision to elect to consummate the Equity Financing, and thereupon, within one (1) business day of the Company’s delivery of the Financing Election Notice to Parent, the Company, Parent, Purchaser and SBP will execute and deliver a securities purchase agreement (the “Securities Purchase Agreement”), pursuant to which the Company will issue Parent (or its applicable affiliate(s)), shares of Common Stock for an aggregate purchase price of $12,000,000 at a purchase price per share equal to $4.49 per share; provided, however, that (i) if the volume weighted average of the closing price per share of Common Stock for the five trading days immediately preceding the date of the execution of the Securities Purchase Agreement as reported by Bloomberg L.P. (the “5-day VWAP Price”) is greater than $4.49, then the purchase price shall be an amount equal to the lesser of (A) the 5-day VWAP Price and (B) $7.12, or (ii) if the Company is conducting a concurrent placement of shares of Common Stock, in which case the purchase price shall be calculated pursuant to this clause (ii) only, then the purchase price shall be an amount equal to the lesser of (A) the same price per share of Common Stock paid by the investors in connection with such placement, (B) if the 5-day VWAP Price is greater than $4.49, then the 5-day VWAP Price, and (C) $7.12 (the “Equity Financing”).

Concurrently with the entry into the Merger Agreement, Parent has deposited $12,000,000 in cash (the “Equity Financing Funds”), free and clear of any encumbrances, in a segregated bank account in London, United Kingdom at HSBC UK Bank Plc to satisfy the payment of the Equity Financing. During the period from the date of the Merger Agreement until the earliest of (a) the Effective Time, (b) the consummation of the Equity Financing or (c) if the Merger Agreement is terminated in circumstances in which the Equity Financing is not payable in accordance with the terms of the Merger Agreement, Parent will ensure that the Equity Financing Funds held in such bank will equal or exceed $12,000,000 and remain free and clear of any encumbrances and will provide to the Company periodic account balance statements of such account in accordance with the terms of the Merger Agreement, and none of Parent, any of Parent’s affiliates or any of their respective Representatives will sell, deliver, pledge, transfer, assign or encumber or authorize the

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foregoing with respect to the Equity Financing Funds in such bank, including any such sales, deliveries, transfers or assignments to another bank, bank account or bank location without the Company’s prior written consent.

Any dispute related to the Equity Financing or the Company’s right to consummate the Equity Financing will be determined by arbitration in Wilmington, Delaware before one arbitrator. Any such arbitration will be administered by JAMs pursuant to its Streamlined Arbitration Rules and Procedures. The arbitrator will award the Company its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees), to the extent the Company is the prevailing party, in connection with such arbitration, together with interest on such amount at the prime rate as published in the Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received.

In connection with the Equity Financing and pursuant to the Securities Purchase Agreement, Parent will be granted the right to appoint a director to the Company Board, subject to certain limitations, including regulatory approval from CFIUS, approval of the Company Board and Parent holding at least five percent (5.0%) of the issued and outstanding shares of Common Stock. If CFIUS regulations prohibit the appointment of a director to the Company Board, Parent will be granted the right to appoint an observer to the Company Board, subject to certain limitations, including regulatory approval from CFIUS. Parent will also be granted customary registration rights to register the shares of Common Stock issued and sold to Parent (or its applicable affiliate(s)) in accordance with the Securities Purchase Agreement.

Pursuant to the Securities Purchase Agreement, each of Parent, Purchaser and SBP will also agree to certain standstill provisions, including that, from the date of the Securities Purchase Agreement until the date of the next annual meeting of the Company’s stockholders (the “Standstill Period”), Parent, Purchaser and SBP will not, and will cause each of its controlled affiliates not to, among other things: (a) acquire any company securities or assets of the Company that would result in Parent, Purchaser or SBP, individually or collectively, together with their affiliates, having beneficial ownership of more than 14.99% of the Common Stock outstanding at such time; (b) engage in any solicitation of proxies or become a “participant” in a “solicitation”; (c) make any request for a stockholder list of materials or any other books and records of the Company under Section 220 of the DGCL or otherwise; (d) form, join, or in any way knowingly participate in any “group,” subject to certain exceptions; (e) deposit any shares of Common Stock in any voting trust or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, subject to certain exceptions; or (f) make any proposal for consideration by stockholders at any annual or special meeting of stockholders of the Company, or make any offer or proposal (with or without conditions) with respect to any merger, tender (or exchange) offer or other acquisition or similar transaction, or publicly comment on any third party proposal regarding any merger, tender (or exchange) offer, acquisition or similar transaction.

This summary of the Securities Purchase Agreement is only a summary and is qualified in its entirety by reference to the form of Securities Purchase Agreement, which is filed as Exhibit (d)(2) of the Schedule TO and is incorporated herein by reference. For a complete understanding of the Securities Purchase Agreement, you are encouraged to read the full text of the form of Securities Purchase Agreement.

Payment of Discretionary Broker Fees. The Company will not, and will not permit any of its subsidiaries to, make any payment of any discretionary fees, commissions or other similar voluntary payments to Morgan Stanley in respect of the transactions contemplated by the Merger Agreement, including the Offer and the Merger, prior to the Effective Time. The Company and Parent have agreed that any such discretionary payments in respect of the transactions contemplated by the Merger Agreement, including the Offer and the Merger will be made by the Surviving Corporation, as determined in the sole discretion of the board of directors of the Surviving Corporation, following the Effective Time.

Specific Performance. SBP, Parent, Purchaser and the Company have agreed that, in the event of any breach of the Merger Agreement, irreparable damage would occur that monetary damages, even if available, would not be an adequate remedy. SBP, Parent, Purchaser and the Company further agreed that (subject to the provisions relating to the Equity Financing) they will be entitled to injunctions, specific performance or other equitable relief, in addition to any other remedy to which they are entitled under the Merger Agreement.

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Expenses. Except as otherwise provided therein, each of SBP, Parent, Purchaser and the Company will bear its own expenses in connection with the Merger Agreement and the transactions contemplated thereby.

Amendment. The Merger Agreement may not be amended except by an instrument in writing signed by SBP, Parent, Purchaser and the Company prior to the Effective Time.

Waiver. None of SBP, Parent, Purchaser or the Company will be deemed to have waived any claim arising out of the Merger Agreement, or any power, right, privilege or remedy under the Merger Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such party; and any such waiver will not be applicable or have any effect except in the specific instance in which it is given.

Governing Law. The Merger Agreement will 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 laws thereof. Subject to the provisions relating to the Equity Financing, in any action or proceeding arising out of or relating to the Merger Agreement or any of the transactions contemplated by the Merger Agreement, including the Offer and the Merger, each of SBP, Parent, Purchaser and the Company has irrevocably and unconditionally consented and submitted to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state appellate court therefrom or, if such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the State of Delaware and any appellate court therefrom.

Offer Conditions. The Offer Conditions are described in Section 15 — “Conditions of the Offer.”

Guarantee. Pursuant to the Merger Agreement, SBP absolutely, unconditionally and irrevocably guarantees to the Company, as the primary obligor and not merely as surety, the due and punctual observance, payment, performance and discharge of the obligations of Parent and Purchaser pursuant to the Merger Agreement (the “Obligations”); provided, however, that in no event will the liability of SBP be any greater than the aggregate Obligations of Parent and Purchaser under the Merger Agreement.

Tender and Support Agreements

The following is a summary of the material provisions of the Tender and Support Agreement (as described below). The following description of the Tender and Support Agreement is only a summary and is qualified in its entirety by reference to the form of Tender and Support Agreement, a copy of which is filed as Exhibit (d)(3) of the Schedule TO and is incorporated herein by reference. For a complete understanding of the Tender and Support Agreement, you are encouraged to read the full text of the form of Tender and Support Agreement.

Concurrently with entering into the Merger Agreement, Parent and Purchaser entered into a Tender and Support Agreement dated June 22, 2022 (“Tender and Support Agreement”) with each of Eliot Forster, Ph.D., Darlene Deptula-Hicks, Louis Kayitalire, M.D., Neil Brewis, PhD., Nessan Bermingham, Ph.D., Edward Benz Jr., M.D., Geoffrey Race, David Arkowitz, Pamela Klein, M.D., and Todd Brady, M.D., Ph.D. (each a “Supporting Stockholder”).

The Tender and Support Agreement provides that, no later than ten (10) business days after the commencement of the Offer, each Supporting Stockholder will tender into the Offer all of the outstanding Shares beneficially owned by such Supporting Stockholder and any Shares subsequently acquired by such Supporting Stockholder (collectively, the “Subject Shares”). Each Supporting Stockholder agreed not to withdraw its Subject Shares unless its Tender and Support Agreement has been terminated.

Each Tender and Support Agreement also provides that, in connection with any meeting of stockholders of the Company, or any action by written consent, the applicable Supporting Stockholder will vote all of the Subject Shares against any Acquisition Proposal, or other proposal, action, agreement or transaction

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involving the Company that is intended, or would reasonably be expected to, impede, interfere with, delay, postpone, adversely effect, or prevent the consummation of the Offer or the Merger or the other transactions contemplated by the Merger Agreement.

The Supporting Stockholder, solely in its capacity as a stockholder of the Company, will not and will instruct its Representatives not to directly or indirectly:

•

continue any solicitation, knowing encouragement, discussions or negotiations with any persons that may be ongoing with respect to an Acquisition Proposal;

•

solicit, initiate or knowingly facilitate or knowingly encourage (including by way of providing non-public information) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry regarding, or the making of any proposal or offer that, constitutes or could reasonably be expected to lead to an Acquisition Proposal;

•

engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any non-public information in connection with, or for the purpose of soliciting or knowingly encouraging or facilitating, an Acquisition Proposal or any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal (other than solely in response to an unsolicited inquiry to refer such person to the restrictions of the Merger Agreement and this provision of the Tender and Support Agreement so long as the discussion or response is limited to such referral);

•

enter into any letter of intent, acquisition agreement, agreement in principle or similar agreement with respect to an Acquisition Proposal or any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal; or

•

knowingly encourage or recommend any other holder of Shares to vote against the Merger or to not tender Shares into the Offer.

The Tender and Support Agreement will terminate automatically upon the first to occur of (a) the termination of the Merger Agreement, (b) the Effective Time, (c) any decrease to the Offer Price, or (d) the termination of the Tender and Support Agreement by written notice from Parent to such Supporting Stockholder.

Confidentiality and Non-Disclosure Agreement

SBP and the Company entered into a Confidentiality and Non-Disclosure Agreement, dated December 17, 2021 (the “Confidentiality Agreement”). Under the terms of the Confidentiality Agreement, SBP agreed not to (a) use any confidential information of the Company for any purpose except for evaluating, negotiating and consummating a negotiated, mutually agreed transaction with the Company or (b) disclose any such confidential information to any other person, in each case, subject to certain exceptions. Parent also agreed to certain “standstill” provisions, which became applicable on December 17, 2021, and terminated when the Company publicly announced the signing of the Merger Agreement on June 23, 2022.

This summary of the Confidentiality Agreement is only a summary and is qualified in its entirety by reference to the Confidentiality Agreement, which is filed as Exhibit (d)(4) of the Schedule TO and is incorporated herein by reference.

Certain Employment Arrangement Changes

In connection with the Merger, certain changes will be made to the employment arrangements for key executives and officers, and certain payments may be made to such key executives and officers. All such payments and changes are detailed below.

Transition Services Agreement and Settlement Agreement. On June 22, 2022, Eliot Forster, Ph.D., the Company’s President and Chief Executive Officer, entered into a transition services agreement (the “Transition Services Agreement”) and settlement agreement (the “Settlement Agreement”) with F-star Therapeutics Limited, a wholly-owned subsidiary of the Company (“FTL”) and Parent both conditional on the Closing. Under the Transition Services Agreement and Settlement Agreement, Dr. Forster acknowledged that

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FTL had given him six (6) months’ notice of the termination of his employment with FTL, effective as of the Closing. Dr. Forster also agreed to continue to provide services to FTL and the Company as an adviser for a period of three (3) months (or such shorter period as may be agreed between the parties in writing), following which he will be placed on garden leave for the remainder of the notice period. After the Closing, he will report to the chief executive officer of Parent and will take all necessary steps to ensure an orderly and timely transition of responsibilities to his anticipated successor. Under the Settlement Agreement, FTL has agreed to pay Dr. Forster a sum of £706,759, plus a bonus in respect of 2022 and any part of 2023 during which he is employed (calculated on the basis of 50% of his annual salary and pro-rated where necessary), subject to certain conditions as set forth in the Settlement Agreement.

This summary of the Transition Services Agreement and Settlement Agreement is only a summary and is qualified in its entirety by reference to the Transition Services Agreement and Settlement Agreement, which is filed as Exhibit (d)(5) of the Schedule TO and is incorporated herein by reference.

Amendment to Neil Brewis Employment Agreement. In July 2020, F-Star Biotechnology Limited (a wholly-owned subsidiary of the Company) entered into an employment agreement with Neil Brewis, Ph.D., DSc., setting forth the terms of his employment as chief scientific officer (which employment agreement was subsequently transferred to FTL on June 1, 2021). On June 22, 2022, Dr. Brewis’s employment agreement was amended (the “Amendment to Employment Agreement”) with effect from the Closing to provide (a) base annual salary increase to £400,000 with bonus potential of up to forty-five percent (45%) of annual base salary, (b) a retention award of £600,000, (c) future annual awards of SBP stock with a value at the date of grant equal to forty-five percent (45%) of his then applicable base salary and (d) a performance incentive of £400,000. Dr. Brewis will also receive a bonus of £25,000 at the Effective Time. Dr. Brewis is entitled to a sum equal to twelve (12) months’ base salary, in the event of a qualifying termination of employment within the twelve (12) month period following a change of control (not including the transaction contemplated by the Merger Agreement) or a sum equal to nine (9) months’ base salary, in the event of a qualifying termination of employment in the period from twelve (12) to twenty-four (24) months following a change of control (in each case less salary and benefits paid during the notice period or any payment in lieu of notice). In addition, in the event of such a qualifying termination within twelve (12) months of a change of control, all Company Options and Company RSUs will vest in full. Under the employment agreement, Dr. Brewis is subject to post-termination restrictions for a period of twelve (12) months following termination of employment or the commencement of garden leave.

This summary of the Amendment to Employment Agreement is only a summary and is qualified in its entirety by reference to the Amendment to Employment Agreement, which is filed as Exhibit (d)(6) of the Schedule TO and is incorporated herein by reference.

12.

Purpose of the Offer; Plans for the Company

Purpose of the Offer

The purpose of the Offer is for Parent, through Purchaser, to acquire control of, and would be the first step in Parent’s acquisition of the entire equity interest in, the Company. The Offer is intended to facilitate the acquisition of all outstanding Shares of the Company. The purpose of the Merger is to acquire all outstanding Shares not tendered and purchased pursuant to the Offer. If the Offer is consummated, Purchaser intends to complete the Merger as soon as practicable thereafter.

The Company Board has unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are advisable and fair to, and in the best interest of, the Company and the holders of the Shares, (b) agreed that the Merger shall be effected under Section 251(h) and other relevant provisions of the DGCL, (c) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Offer and the Merger, and (d) resolved to recommend that the holders of the Shares accept the Offer and tender their Shares to Purchaser pursuant to the Offer.

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holds at least the amount of shares of each class of stock of the constituent corporation that would otherwise be required to approve a merger for the constituent corporation, and the other stockholders receive the same consideration for their stock in the merger as was payable in the tender offer, the acquirer can effect a merger without the action of the other stockholders of the constituent corporation. Accordingly, if Purchaser consummates the Offer, Purchaser is required pursuant to the Merger Agreement to complete the Merger without a vote of the Company’s stockholders in accordance with Section 251(h) of the DGCL.

Plans for the Company

Except as otherwise provided herein, it is expected that, initially following the Merger, the business and operations of the Company will be continued substantially as they are currently being conducted. Following the Merger, the Company will be a direct wholly-owned subsidiary of Parent and an indirect subsidiary of SBP. Parent will continue to evaluate the business and operations of the Company during the pendency of the Offer and after the consummation of the Offer and the Merger and will take such actions as it deems appropriate under the circumstances then existing. Thereafter, SBP and Parent intends to review such information as part of a comprehensive review of the Company’s business, operations, capitalization and management with a view to optimizing the development of the Company’s potential in conjunction with the existing businesses of SBP and Parent.

Except as set forth in this Offer to Purchase and the Merger Agreement, SBP, Parent and Purchaser have no present plans or proposals that would relate to or result in (a) any extraordinary corporate transaction involving the Company or any of its subsidiaries (such as a merger, reorganization or liquidation), (b) any purchase, sale or transfer of a material amount of assets of the Company or any of its subsidiaries, (c) any material change in the Company’s capitalization or present dividend rate or policy, (d) any other material change in the Company’s corporate structure or business, (e) any change to the board of directors or management of the Company, (f) a class of securities of the Company being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association or (g) a class of equity securities of the Company being eligible for termination of registration pursuant to Section 12(g) of the Exchange Act.

13.

Certain Effects of the Offer

Because the Merger will be governed by Section 251(h) of the DGCL, no stockholder vote will be required to consummate the Merger. Promptly after the consummation of the Offer, and subject to the satisfaction of the remaining conditions set forth in the Merger Agreement, Purchaser and the Company will consummate the Merger as soon as practicable pursuant to Section 251(h). Immediately following the Merger, all of the outstanding Shares will be held by Parent.

Market for the Shares. If the Offer is successful, there will be no market for the Shares because, subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Purchaser intends to consummate the Merger as promptly as practicable (but in any event no later than the first (1st) business day) following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 15 — “Conditions of the Offer” hereunder.

Stock Quotation. Depending upon the number of Shares purchased pursuant to the Offer, Shares may no longer meet the requirements for continued listing on Nasdaq if, among other things, the Company does not meet the requirements for the number of publicly held Shares, the aggregate market value of the publicly held Shares or the number of market makers for the Shares. Parent will seek to cause the listing of Shares on Nasdaq to be discontinued as promptly as practicable (and in any event no more than ten (10) days) after the consummation of the Merger as the requirements for termination of the listing are satisfied.

If Nasdaq were to delist the Shares, it is possible that the Shares would continue to trade on other securities exchanges or in the over-the-counter market and that price or other quotations of the Shares would be reported by other sources. The extent of the public market for such Shares and the availability of such quotations would depend, however, upon such factors as the number of stockholders and the aggregate market value of such securities remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration under the Exchange Act and other factors.

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Margin Regulations. The Shares are currently “margin securities” under the Regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which has the effect, among other things, of allowing brokers to extend credit based on the use of Shares as collateral. Depending upon factors similar to those described above regarding the market for the Shares and stock quotations, it is possible that, following the Offer, the Shares would no longer constitute “margin securities” for the purposes of the margin regulations of the Federal Reserve Board and, therefore, could no longer be used as collateral for loans made by brokers.

Reporting Obligations and Registration Under the Exchange Act. The Shares are currently registered under the Exchange Act. Such registration may be terminated upon application of the Company to the SEC if the Shares are neither listed on a national securities exchange nor held by three hundred (300) or more holders of record. Termination of registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by the Company to its stockholders and to the SEC and would make certain provisions of the Exchange Act no longer applicable to the Company, such as the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, the requirement of furnishing a proxy statement pursuant to Section 14(a) of the Exchange Act in connection with stockholders’ meetings and the related requirement of furnishing an annual report to stockholders and the requirements of Rule 13e-3 under the Exchange Act with respect to “going private” transactions. Furthermore, the ability of “affiliates” of the Company and persons holding “restricted securities” of the Company to dispose of such securities pursuant to Rule 144 under the Securities Act of 1933, as amended, may be impaired or eliminated. If registration of the Shares under the Exchange Act were terminated, the Shares would no longer be “margin securities” or be eligible for listing on Nasdaq. We intend to cause the delisting of the Shares from Nasdaq and the termination of the registration of the Shares under the Exchange Act as promptly as practicable (and in any event no more than (10) business days) after completion of the Merger as the requirements for such delisting and termination of registration are satisfied.

14.

Dividends and Distributions

The Merger Agreement provides that from the date of the Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement, without the written consent of Parent, the Company will not, and will cause any subsidiary of the Company not to, establish a record date for, declare, accrue, set aside or pay any dividend, or make any other distribution (whether in cash, stock or property) in respect of any shares of capital stock of the Company (including any Share) or other equity interests of the Company and its subsidiaries (other than (a) repurchases or reacquisitions of Shares outstanding as of the date of the Merger Agreement pursuant to the Company’s right (under written commitments in effect as of the date of the Merger Agreement) to purchase or reacquire Shares held by each current and former officer or other employee, or individual who is an independent contractor, consultant or director, of or to the Company or any of its subsidiaries only upon termination of such person’s employment or engagement by the Company, (b) in connection with withholding to satisfy the exercise price and/or tax obligations with respect to Company Options, Company RSUs or Company Warrants pursuant to the terms thereof (in effect as of the date of the Merger Agreement) following exercise of a vested right, (c) between the Company and a subsidiary or (d) except as necessary to facilitate the exercise or cash cancellation of any vested Company RSUs or Company Options or Company Warrants).

15.

Conditions of the Offer

The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses “(a)” through “(i)” below (collectively, the “Offer Conditions”):

(a)

there will have been validly tendered and not validly withdrawn Shares that, considered together with all other Shares (if any) otherwise beneficially owned by Parent or any of its wholly owned subsidiaries (including Purchaser) (but excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been “received”, as defined by Section 251(h)(6)(f) of the DGCL), represent one more Share than fifty percent (50%) of the total number of Shares outstanding at the time of the expiration of the Offer (the “Minimum Condition”);

(b)

(i) the representations and warranties of the Company as set forth in Section 3.1 (Due Organization;

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Subsidiaries, Etc), Section 3.2 (Certificate of Incorporation and Bylaws), Section 3.21 (Authority; Binding Nature of Agreement), Section 3.24 (Opinion of Financial Advisors) and Section 3.22 (Merger Approval) of the Merger Agreement will be true and correct in all material respects (disregarding for this purpose all “Material Adverse Effect” and “materiality” qualifications contained in such representations and warranties) as of the date of the Merger Agreement and at and as of the Expiration Date as if made on and as of the Expiration Date (it being understood that, for purposes of determining the accuracy of such representations and warranties, (A) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of the Merger Agreement will be disregarded and (B) the accuracy of those representations or warranties that address matters only as of a specific date will be measured (subject to the applicable materiality standard as set forth in this clause (b)(i)) only as of such date);

(ii) the representations and warranties of the Company as set forth in the first sentence of Section 3.5 (Absence of Changes) of the Merger Agreement will be true and correct in all respects as of the date of the Merger Agreement and at and as of the Expiration Date as if made on and as of the Expiration Date (it being understood that any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of the Merger Agreement will be disregarded);

(iii) the representations and warranties of the Company as set forth in subsections (a), (c) (first sentence only) and (d) of Section 3.3 (Capitalization, Etc.) of the Merger Agreement will be true and correct in all respects except for any de minimis inaccuracies as of the date of the Merger Agreement and at and as of the Expiration Date as if made on and as of the Expiration Date (it being understood that, for purposes of determining the accuracy of such representations and warranties, (A) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of the Merger Agreement will be disregarded and (B) the accuracy of those representations or warranties that address matters only as of a specific date will be measured (subject to the applicable de minimis standard as set forth in this clause (b)(iii)) only as of such date);

(iv) the representations and warranties of the Company set forth in Section 3.25 (Brokers) of the Merger Agreement will be true and correct in all respects as of the date of the Merger Agreement and at and as of the Expiration Date as if made on and as of the Expiration Date (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of the Merger Agreement will be disregarded); and

(v) the representations and warranties of the Company as set forth in the Merger Agreement (other than those referred to in clauses “(i)”, “(ii)”, “(iii)” and “(iv)” above) will be true and correct as of the date of the Merger Agreement and at and as of the Expiration Date as if made on and as of the Expiration Date, except where the failure of such representations and warranties to be so true and correct has not had, and would not reasonably be expected to have a Material Adverse Effect (it being understood that, for purposes of determining the accuracy of such representations and warranties, (A) all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties will be disregarded, (B) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of the Merger Agreement will be disregarded and (C) the accuracy of those representations or warranties that address matters only as of a specific date will be measured (subject to the applicable materiality standard as set forth in this clause (b)(iv)) only as of such date);

(c)

the Company will have complied with, or performed, in all material respects all of the covenants and agreements it is required to comply with or perform at or prior to the Expiration Date;

(d)

Parent and Purchaser will have received a certificate executed on behalf of the Company by the Company’s Chief Executive Officer and Chief Financial Officer confirming that the conditions set forth in clauses “(b)”, “(c)” and “(g)” of above have been duly satisfied;

(e)

any consent, approval or clearance with respect to, or terminations or expiration of any applicable

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mandatory waiting period (and any extensions thereof) imposed under the HSR Act, any foreign Antitrust Laws set forth on Schedule 6.2(c) of the Company Disclosure Schedule will have been obtained, will have been received or will have terminated or expired, as the case may be, and if applicable, all antitrust investigations by the FTC or DOJ have been closed; and in the event SBP, Parent, Purchaser or the Company receive a letter from the FTC or DOJ that the applicable waiting period will expire imminently or has expired but the FTC or DOJ is still investigating the transactions contemplated by the Merger Agreement, such antitrust investigation will be deemed closed thirty (30) days after receipt of such letter unless the FTC or DOJ issues a request to SBP, Parent, Purchaser or the Company seeking information or otherwise indicates that it continues to actively investigate the transaction, in which case, such antitrust investigation will be deemed open until the earlier of (A) the FTC or DOJ indicating that its investigation is closed, (B) thirty (30) days after the parties have supplied any requested information to the FTC or DOJ if the FTC or DOJ has indicated that it has no further requests or questions for the parties, or (C) thirty (30) days after the FTC or DOJ has indicated its investigation is still open so long as it has not sought during that time any information from SBP, Parent, Purchaser or the Company about the transactions contemplated by the Merger Agreement;

(f)

(i) if a declaration or notification has been made to or requested by CFIUS with respect to transactions contemplated by the Merger Agreement, including the Offer and the Merger, the CFIUS Action with respect to such declaration or notification has occurred and (iii) if any declaration, notification or report forms have been filed or are required to be filed with the applicable governmental body under any applicable Foreign Direct Investment Laws, including the NSIA, with respect to the transactions contemplated by the Merger Agreement, including the Offer and the Merger, the applicable consent, approval or clearance with respect to such declaration, notification or report has been obtained (each of the conditions in this clause “(f)”, the “Foreign Investment Condition”);

(g)

there will not have been issued by any governmental body of competent jurisdiction and remain in effect any judgment, temporary restraining order, preliminary or permanent injunction or other order preventing the acquisition of or payment for Shares pursuant to the Offer or the consummation of the Offer or the Merger nor will any action have been taken, or any law have been promulgated, entered, enforced, enacted, issued or deemed applicable to the Offer or the Merger by any governmental body which, directly or indirectly, prohibits or makes illegal the acquisition of or payment for Shares pursuant to the Offer or the consummation of the Merger;

(h)

since the date of the Merger Agreement, there will not have occurred a Material Adverse Effect; and

(i)

the Merger Agreement will not have been terminated in accordance with its terms.

16.

Certain Legal Matters; Regulatory Approvals

General. Based on our examination of publicly available information filed by the Company with the SEC and other publicly available information concerning the Company, SBP, Parent and Purchaser are not aware of any governmental license or regulatory permit that appears to be material to the Company’s business that would be adversely affected by Purchaser’s acquisition of Shares pursuant to the Offer or, except as set forth below in this Section 16, of any approval or other action by any government or governmental administrative or regulatory authority or agency, domestic or foreign, that would be required for our purchase of Shares pursuant to the Offer. Should any such approval or other action be required or desirable, SBP, Parent and Purchaser currently contemplate that, except for takeover laws in jurisdictions other than Delaware as described below under “State Takeover Laws,” such approval or other action will be sought. However, except for observance of the waiting periods and the obtaining of the required approvals summarized under “Antitrust Compliance” below in this Section 16, SBP, Parent and Purchaser do not anticipate delaying the purchase of Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or action, if needed, will be obtained or, if obtained, that it will be obtained without substantial conditions; and there can be no assurance that, in the event that such approvals were not obtained or such other actions were not taken, adverse consequences might not result to the Company’s business or that certain parts of the Company’s business might not have to be disposed of or

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held separate, any of which may give us the right to terminate the Offer at any Expiration Date without accepting for payment any Shares validly tendered (and not properly withdrawn) pursuant to the Offer. Purchaser’s obligation under the Offer to accept for payment and pay for Shares is subject to the Offer Conditions. See Section 15 — “Conditions of the Offer.”

Antitrust Compliance

United States

Under the HSR Act (including the related rules and regulations that have been promulgated thereunder by the FTC), certain transactions, including Purchaser’s purchase of Shares pursuant to the Offer, may not be consummated until certain Premerger Notification and Report Forms have been filed with the FTC and the Antitrust Division of the DOJ and certain waiting period requirements have been satisfied. SBP, Parent, Purchaser and the Company will file their respective Premerger Notification and Report Forms with the FTC and the DOJ on or before July 7, 2022 relating to the proposed acquisition of the Company.

Under the HSR Act, Purchaser’s purchase of the Shares pursuant to the Offer is subject to an initial waiting period that will expire fifteen (15) days after Parent has filed its Premerger Notification and Report Form with the FTC and the DOJ and the applicable filing fee has been paid. If the fifteen (15)-day waiting period expires on a Saturday, Sunday or federal holiday as defined under 5 U.S.C. § 6103(a) (a “Federal Holiday”), then such waiting period will be extended until 11:59 p.m. Eastern Time of the next day that is not a Saturday, Sunday or federal holiday. The parties may also choose to voluntarily re-start the initial fifteen (15) day waiting period by following certain prescribed procedures. However, Purchaser and the Company may receive a request for additional information and documentary material from either the FTC or the DOJ prior to such expiration of the initial waiting period or re-started initial waiting period (a “Second Request”). If the FTC or the DOJ issues a Second Request, the waiting period with respect to the Offer will be extended for an additional period of ten (10) days, after the date on which Purchaser has substantially complied with the Second Request (however, the parties could agree with the FTC or DOJ not to consummate the transaction for some period of time after the waiting period expires). If the ten (10)-day waiting period expires on a Saturday, Sunday or Federal Holiday, then such waiting period will be extended until 11:59 p.m. Eastern Time of the next day that is not a Saturday, Sunday or Federal Holiday. The FTC or the DOJ may terminate the additional ten (10)-day waiting period before its expiration. As a practical matter, if such Second Requests were issued, it could take a significant period of time to achieve substantial compliance with such Second Requests.

At any time before or after the consummation of the Merger, the DOJ, FTC, a U.S. state or a foreign governmental authority with jurisdiction over the parties could take such action under antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Merger, to rescind the Merger or to seek divestiture of particular assets. Private parties also may seek to take legal action under the antitrust laws under certain circumstances. Although there is no assurance that they will not do so, we do not expect any regulatory authority, state or private party to take legal action under the antitrust laws.

Foreign Approvals

No foreign antitrust approvals were required or recommended for the transactions completed by the Merger Agreement, including the Offer and the Merger.

Committee on Foreign Investment in the United States

Under the DPA, the President of the United States is authorized to prohibit or suspend acquisitions, mergers or takeovers by foreign persons of persons engaged in interstate commerce in the United States if the President determines, after investigation, that there is credible evidence that such foreign persons in exercising control of such acquired persons might take action that threatens to impair the national security of the United States and that other provisions of existing law do not provide adequate authority to protect national security. Pursuant to the DPA, a party or parties to a transaction may voluntarily submit a notification to CFIUS, which has been designated by the President to administer the DPA, for review of the transaction. Except for a narrow range of transactions, notification is not mandatory for most transactions

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within CFIUS’s jurisdiction, but CFIUS has authority to initiate a review of a transaction in the absence of a voluntary notification, including after the transaction has closed.

The process for a voluntary submission customarily entails the parties submitting a draft joint voluntary notice, receiving comments from CFIUS, and then submitting a final notice filing that CFIUS will formally accept for review. Once a review has been formally initiated, CFIUS has forty-five (45) calendar days to either clear the transaction or initiate a second-stage investigation. If CFIUS declines to investigate because it has determined that there are no unresolved national security issues, the review process is complete. If CFIUS decides to investigate, it has an additional forty-five (45) days (with a possible fifteen (15)-day extension in extraordinary circumstances) in which to resolve the matter or prepare a recommendation to the President of the United States, who must then decide within fifteen (15) days whether to block the transaction. CFIUS may condition its clearance of a transaction upon commitments to be provided by the transaction parties. These timetables may be extended in limited circumstances, for example, if the parties agree to withdraw and refile the notice at the request of CFIUS. There is no automatic prohibition against the consummation of an acquisition, merger or takeover if a review is pending, no notification is made or CFIUS does not initiate a review, so long as the transaction is not subject to mandatory filing under the DPA. However, CFIUS retains jurisdiction to review a covered transaction following its consummation (unless CFIUS completed a review prior to the closing of the Merger).

SBP, Parent, Purchaser and the Company have jointly elected to voluntarily file for CFIUS review.

The United Kingdom National Security and Investment Act 2021

Under the National Security and Investment Act 2021, a party or parties to certain transactions can submit a voluntary notification to the Secretary of State of the United Kingdom indicating that a trigger event (as defined in s.5 of the NSIA) has taken place, or arrangements are in progress or contemplation which would result in a trigger event taking place, in relation to a qualifying entity or a qualifying asset (as defined in s.7 NSIA.) This process is available for transactions not subject to the mandatory notification procedure, such as the Merger. Under the voluntary notification procedure, there is no requirement for the parties to abstain from consummating the transaction prior to clearance under the NSIA.

The Secretary of State must as soon as reasonably practicable after receiving a voluntary notification decide whether to reject the notification on grounds prescribed within the NSIA, or otherwise accept the voluntary notification. The Secretary of State has the power to reject a voluntary notification on the grounds that it is incomplete or missing information. The Secretary of State must give reasons for rejecting a voluntary notification. If a voluntary notification is accepted, the Secretary of State must within thirty (30) working days of acceptance either issue a call-in notice triggering an in-depth review of the transaction, or otherwise notify the relevant parties that no further action will be taken in relation to the trigger event under the NSIA.

If the Secretary of State issues a call-in notice under s.1 NSIA, the Secretary of State has an initial period of thirty (30) working days to review the transaction beginning from the day on which the notice is given, with a potential additional forty-five (45) working days beginning on the first working day after which the initial period has ended. The Secretary of State can agree to further extensions to the review period with the acquirer. During the in-depth review period, the Secretary of State has the power to issue information notices and attendance notices requiring the party or parties to the transaction to provide specified information within a specified time limit. The Secretary of State can at any stage in the in-depth review period issue interim orders or final orders requiring the party or parties to do or to abstain from doing particular things, such as unwinding a transaction or not consummating a transaction.

SBP, Parent, Purchaser and the Company have jointly elected to provide voluntarily notification of the Merger under the NSIA.

State Takeover Law

The Company is incorporated under the laws of the State of Delaware. In general, Section 203 of the DGCL (“Section 203”) prevents a Delaware corporation from engaging in a “business combination” (defined to include mergers and certain other actions) with an “interested stockholder” (including a person who

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owns or has the right to acquire fifteen percent (15%) or more of a corporation’s outstanding voting stock) for a period of three (3) years following the date such person became an “interested stockholder” unless, among other things, the “business combination” is approved by the board of directors of such corporation before such person became an “interested stockholder.” The Company Board unanimously approved the Merger Agreement and the transactions contemplated therein, and the restrictions on “business combinations” described in Section 203 are inapplicable to the Merger Agreement and the transactions contemplated by the Merger Agreement.

The Company conducts business in a number of states throughout the United States, some of which have enacted takeover laws. We do not know whether any of these laws will, by their terms, apply to the Offer or the Merger and have not attempted to comply with any such laws. Should any person seek to apply any state takeover law, we will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event any person asserts that the takeover laws of any state are applicable to the Offer or the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, we may be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, we may be unable to accept for payment any Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer and the Merger. In such case, we may not be obligated to accept for payment any Shares tendered in the Offer. See Section 15 — “Conditions of the Offer.”

Going Private Transactions

The SEC has adopted Rule 13e-3 under the Exchange Act, which is applicable to certain “going private” transactions, and which may under certain circumstances be applicable to the Merger or another business combination following the purchase of Shares pursuant to the Offer in which we seek to acquire the remaining Shares not then held by Purchaser. SBP, Parent and Purchaser believe that Rule 13e-3 under the Exchange Act will not be applicable to the Merger because (i) neither SBP, Parent or Purchaser were, at the time the Merger Agreement was executed, and each is not, an affiliate of the Company for purposes of the Exchange Act, (ii) SBP, Parent and Purchaser anticipate that the Merger will be effected as promptly as practicable (but in any event no later than the first (1st) business day) following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 15 — “Conditions of the Offer” hereunder and (iii) in the Merger, stockholders will receive the same price per Share as the Offer Price.

Stockholder Approval Not Required

Section 251(h) of the DGCL generally provides that stockholder approval of a merger is not required if certain requirements are met, including that (i) the acquiring company consummates a tender offer for any and all of the outstanding common stock of the company to be acquired that, absent Section 251(h) of the DGCL, would be entitled to vote on the adoption of the merger agreement, and (ii) following the consummation of such tender offer, the acquiring company owns at least such percentage of the stock of the company to be acquired that, absent Section 251(h) of the DGCL, would be required to adopt the merger. If the Minimum Condition is satisfied and we accept Shares for payment pursuant to the Offer, we will hold a sufficient number of Shares to consummate the Merger under Section 251(h) of the DGCL without submitting the adoption of the Merger Agreement to a vote of the Company’s stockholders. Following the consummation of the Offer and subject to the satisfaction of the remaining conditions set forth in the Merger Agreement, Parent, Purchaser and the Company will take all necessary and appropriate action to effect the Merger as soon as practicable without a meeting of the Company’s stockholders in accordance with Section 251(h) of the DGCL.

17.

Appraisal Rights

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Consideration, but instead, at the Effective Time, will no longer be outstanding and will automatically be cancelled and cease to exist and the holders of such Shares will cease to have any rights with respect thereto except the right to payment of the fair value of such Shares in accordance with Section 262 of the DGCL.

Unless the court in its discretion determines otherwise for good cause shown, interest from the effective date of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at five percent (5%) over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment.

In determining the “fair value” of any Shares, the court will take into account all relevant factors. Holders of Shares should recognize that “fair value” so determined could be higher or lower than, or the same as, the Offer Price or the consideration payable in the Merger (which is equivalent in amount to the Offer Price) and that an investment banking opinion as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, is not an opinion as to, and does not otherwise address, “fair value” under Section 262 of the DGCL. Moreover, we may argue in an appraisal proceeding that, for purposes of such proceeding, the fair value of such Shares is less than such amount.

Section 262 provides that, if a merger was approved pursuant to Section 251(h), either a constituent corporation before the effective date of the merger or the surviving corporation within ten (10) days thereafter shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and will include in such notice a copy of Section 262. The Schedule 14D-9 constitutes the formal notice by the Company to its stockholders of appraisal rights in connection with the Merger under Section 262 of the DGCL.

As described more fully in the Schedule 14D-9, if a stockholder wishes to elect to exercise their appraisal rights under Section 262 in connection with the Merger, such stockholder must do all of the following:

(a)

prior to the later of the consummation of the Offer and twenty (20) days after the date of mailing of the Schedule 14D-9, deliver to the Company a written demand for appraisal of Shares held, which demand must reasonably inform the Company of the identity of the stockholder and that the stockholder is demanding appraisal;

(b)

not tender such stockholder’s Shares in the Offer; and

(c)

continuously hold of record the Shares from the date on which the written demand for appraisal is made through the Effective Time.

The foregoing summary of the appraisal rights of stockholders under the DGCL does not purport to be a complete statement of the procedures to be followed by the stockholders desiring to exercise any appraisal rights available thereunder and is qualified in its entirety by reference to Section 262 of the DGCL. The proper exercise of appraisal rights requires strict and timely adherence to the applicable provisions of the DGCL. A copy of Section 262 of the DGCL is included as Annex II to the Schedule 14D-9.

The information provided above is for informational purposes only with respect to your alternatives if the Merger is consummated. If you tender your Shares into the Offer, you will not be entitled to exercise appraisal rights with respect to your Shares, but, instead, upon the terms and subject to the conditions to the Offer, you will receive the Offer Price for your Shares.

18.

Fees and Expenses

Purchaser has retained Innisfree M&A Incorporated to be the Information Agent and Computershare Trust Company, N.A. to be the Depositary. The Information Agent may contact holders of Shares by mail, telephone, email, telecopy and personal interview and may request a broker, dealer, commercial bank, trust company or other nominee to forward materials relating to the Offer to beneficial owners of Shares.

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None of SBP, Parent or Purchaser will pay any fees or commissions to any broker, dealer, commercial bank, trust company or other nominee or to any other person (other than to the Depositary and the Information Agent) in connection with the solicitation of tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks, trust companies or other nominees will, upon request, be reimbursed by Purchaser for customary mailing and handling expenses incurred by them in forwarding offering materials to their customers. In those jurisdictions where applicable laws or regulations require the Offer to be made by a licensed broker, dealer, commercial bank, trust company or other nominee, the Offer shall be deemed to be made on behalf of Purchaser by one or more registered broker, dealer, commercial bank, trust company or other nominee licensed under the laws of such jurisdiction to be designated by Purchaser.

19.

Miscellaneous

The Offer is not being made to (nor will tenders be accepted from or on behalf of holders of) Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where applicable laws or regulations require the Offer to be made by a licensed broker, dealer, commercial bank, trust company or other nominee, the Offer will be deemed to be made on behalf of Purchaser by one or more registered broker, dealer, commercial bank, trust company or other nominee licensed under the laws of such jurisdiction to be designated by Purchaser.

No person has been authorized to give any information or to make any representation on behalf of SBP, Parent or Purchaser not contained herein or in the Letter of Transmittal, and, if given or made, such information or representation must not be relied upon as having been authorized. No broker, dealer, commercial bank, trust company or other nominee will be deemed to be the agent of SBP, Parent, Purchaser, the Depositary or the Information Agent for the purposes of the Offer.

Purchaser has filed with the SEC a Tender Offer Statement on Schedule TO pursuant to Rule 14d-3 under the Exchange Act, together with exhibits furnishing certain additional information with respect to the Offer, and may file amendments thereto. In addition, the Company has filed or will file, pursuant to Rule 14d-9 under the Exchange Act, the Schedule 14D-9 with the SEC, together with exhibits, setting forth the recommendation of the Company Board with respect to the Offer and the reasons for such recommendation and furnishing certain additional related information. A copy of such documents and any amendments thereto, may be examined at, and copies may be obtained from, the SEC in the manner set forth in Section 7 — “Certain Information Concerning the Company” above.

FENNEC ACQUISITION INCORPORATED

July 7, 2022

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SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF SBP

SINO BIOPHARMACEUTICAL LIMITED

The following table sets forth the name, present principal occupation or employment and material occupations, positions, offices or employment for at least the past five (5) years of each of the members of the board of directors and each executive officer of Sino Biopharmaceutical Limited. Unless otherwise noted, the current business address of each person identified below is Unit 09, 41st Floor, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong. Except as otherwise indicated, all directors and executive officers listed below are citizens of the People’s Republic of China.

Name, Citizenship and Business Address (if Applicable)	Office	Present Principal Occupation or Employment	Material Positions Held During the Past Five (5) Years
Miss Tse, Theresa	Executive Director and Chairwoman	Executive Director and Chairwoman, Sino Biopharmaceutical Limited	2015 to Present – Executive Director and Chairwoman of Sino Biopharmaceutical Limited 2016 to Present – Director of Chai Tai TianQian Pharmaceutical Go., Ltd. 2016 to Present – Director of Nanjing Chia Tai Tianqing Pharmaceutical Co., Ltd. 2021 to Present – Director of CP Pharmaceutical Qingdao Co., Ltd.
Mr. Tse Ping	Executive Director and Senior Vice Chairman	Executive Director and Senior Vice Chairman, Sino Biopharmaceutical Limited	1994 to Present – Director of CP Pharmaceutical Qingdao Co., Ltd. 1995 to Present – Director of Beijing Tide Pharmaceutical Co., Ltd. 1997 to Present – Director of Chai Tai Tianqing Pharmaceutical Co., Ltd. 2000 to Present – Executive Director of Sino Biopharmaceutical Limited 2001 to Present – Chairman of Nanjing Chia Tai Tianqing Pharmaceutical Co., Ltd. 2003 to Present – Director of Beijing Tide Pharmaceutical Co., Ltd. 2008 to Present – Director of CP Pharmaceutical Qingdao CO., Ltd. 2016 to Present – President of Nanjing Chia Tai Tianqing Pharmaceutical Co., Ltd. 2020 to Present – Senior Vice Chairman of Sino Biopharmaceutical Limited

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Name, Citizenship and Business Address (if Applicable)	Office	Present Principal Occupation or Employment	Material Positions Held During the Past Five (5) Years
Ms. Cheng Cheung Ling	Executive Director and Vice Chairwoman	Executive Director and Vice Chairwoman, Sino Biopharmaceutical Limited	2013 to Present – President of Beijing Tide Pharmaceutical Co., Ltd. 2017 to Present – Executive Director and Vice Chairwoman of Sino Biopharmaceutical Limited 2018 to Present – President of CP Pharmaceutical Qingdao Co., Ltd.
Mr. Tse, Eric S Y	Executive Director	Executive Director, Sino Biopharmaceutical Limited	2017 to 2018 – Chief Executive Officer of Liepin North America 2018 to Present – Executive Director of Sino Biopharmaceutical Limited 2020 to Present – Chairman of Chai Tai Tianqing Pharmaceutical Co., Ltd. 2021 to Present – Director of Jiangsu Chai Tai Fenghai Pharmaceutical Co., Ltd.
Mr. Li Yi	Executive Director and Chief Executive Officer	Executive Director and Chief Executive Officer, Sino Biopharmaceutical Limited	2014 to 2020 – Chairman and Chief Executive Officer of J.P. Morgan China 2020 to Present – Executive Director and Chief Executive Officer of Sino Biopharmaceutical Limited
Mr. Tse Hsin	Executive Director and Senior Vice President	Executive Director and Senior Vice President, Sino Biopharmaceutical Limited	2001 to Present – Director of Nanjing Chia Tai Tingqing Pharmaceutical Co., Ltd. 2005 to Present – Executive Director and Senior Vice President of Sino Biopharmaceutical Limited 2016 to Present – Director of Nanjing Chia Tai Tianqing Pharmaceutical Co., Ltd. 2017 to Present – Director of CP Pharmaceutical Qingdao Co., Ltd.

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Name, Citizenship and Business Address (if Applicable)	Office	Present Principal Occupation or Employment	Material Positions Held During the Past Five (5) Years
Ms. Li Mingqin	Executive Director Vice President	Executive Director and Vice President, Sino Biopharmaceutical Limited	1995 to Present – Director of Beijing Tide Pharmaceutical Co., Ltd. 2003 to Present – Director of Beijing Tide Pharmaceutical Co., Ltd. 2015 to Present – Executive Director and Vice President of Sino Biopharmaceutical Limited 2015 to 2021 – Independent Non-Executive Director of Town Health International Medical Group Limited 2021 to Present – Director of Jiangsu Chai Tai Qingjiang Pharmaceutical Co., Ltd. 2021 to Present – Director of Shanghai CP General Pharmaceutical Co., Ltd.
Mr. Wang Shanchun	Executive Director	Executive Director, Sino Biopharmaceutical Limited	2015 to 2022 – General Manager of Chai Tai Tianqing Pharmaceutical Co., Ltd. 2015 to Present – Executive Director of Sino Biopharmaceutical Limited
Mr. Tian Zhoushan	Executive Director	Executive Director, Sino Biopharmaceutical Limited	2001 to Present – Director of Nanjing Chia Tai Tianqing Pharmaceutical Co., Ltd. 2015 to Present – Executive Director of Sino Biopharmaceutical Limited

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Name, Citizenship and Business Address (if Applicable)	Office	Present Principal Occupation or Employment	Material Positions Held During the Past Five (5) Years
Mr. Lu Zhengfei	Independent Non-Executive Director	Professor of Chang Jiang Scholars of the Guanghua School of Management of Peking University	1999 to Present – Professor of Chang Jiang Scholar of the Guanghua School of Management of Peking University 2004 to 2018 – Independent Non-Executive Director of Sinotrans Limited 2005 to Present – Independent Non-Executive Director of Sino Biopharmaceutical Limited 2009 to 2018 – Independent Non-executive Director of China National Materials Company Limited 2011 to Present – Independent Supervisor of PICC Property and Casualty Company Limited 2013 to 2019 – Independent Non-Executive Director of China National Materials Company Limited 2018 to 2019 – Independent Director of China Nuclear Engineering & Construction Corporation Limited 2019 to Present – Independent Non-Executive Director of China Cinda Asset Management Co., Ltd. 2021 to Present – Independent Director of Xinjiang Tianshan Cement Company Limited
Mr. Li Dakui	Independent Non-Executive Director	Independent Non-Executive Director of Sino Biopharmaceutical Limited	2004 to Present – Independent Non-Executive Director of Sino Biopharmaceutical Limited
Ms. Lu Hong	Independent Non-Executive Director	Independent Non-Executive Director of Sino Biopharmaceutical Limited	2015 to Present – Independent Non-Executive Director of Sino Biopharmaceutical Limited 2016 to Present – Independent Non-Executive Director of Xingye Alloy Materials Group Limited

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Name, Citizenship and Business Address (if Applicable)	Office	Present Principal Occupation or Employment	Material Positions Held During the Past Five (5) Years
Mr. Zhang Lu Fu	Independent Non-Executive Director	Director-General of Friends of Hong Kong Association Ltd.	2008 to Present – Director-general of Friends of Hong Kong Association Ltd. 2015 to Present – Independent Non-Executive Director of Kingboard Laminates Holdings Limited 2015 to Present – Independent Non-Executive Director of Sino Biopharmaceutical Limited 2018 to 2020 – Independent Non-Executive Director of CT Environmental Group Limited
Dr. Li Kwok Tung Donald	Independent Non-Executive Director	Private Medical Practitioner in Hong Kong	1980s to Present – Medical practitioner in Hong Kong 2015 to Present – Independent Non-Executive Director of UMP Healthcare Holdings Limited 2017 to Present – Independent Non-Executive Director of C-MER Eye Care Holdings Limited 2020 to Present – Independent Non-Executive Director of Sino Biopharmaceutical Limited 2021 to Present – Independent Non-Executive Director of New Horizon Health Limited
Ms. Ma Jiayin Jennie	Chief Financial Officer	Group Chief Financial Officer, Sino Biopharmaceutical Limited	2017 to 2019 – Hong Kong Deputy General Manager of CRRC Hongkong Capital Management Co., Limited 2019 to – Group Chief Financial Officer of Sino Biopharmaceutical Limited
Mr. Jin Song	Vice President	Vice President, Sino Biopharmaceutical Limited	2016 to 2021 – Assistant President of China Resources Pharmaceutical Group Limited 2021 to Present – Vice President of Sino Biopharmaceutical Limited
Ms. Li Qian	Vice President	Vice President, Sino Biopharmaceutical Limited	2015 to 2020 – General Manager of the Audit Department of Sino Biopharmaceutical Limited 2020 to Present – Vice President of Sino Biopharmaceutical Limited

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SCHEDULE II

DIRECTORS AND EXECUTIVE OFFICERS OF PARENT

INVOX PHARMA LIMITED

The following table sets forth the name, present principal occupation or employment and material occupations, positions, offices or employment for at least the past five (5) years of each of the members of the board of directors and each executive officer of invoX Pharma Limited. Unless otherwise noted, the current business address of each person identified below is 5 Merchant Square, London, United Kingdom, W2 1AY.

Name, Citizenship and Business Address (if Applicable)	Office	Present Principal Occupation or Employment	Material Positions Held During the Past Five (5) Years
Mr. Benjamin Toogood Citizen of the United Kingdom	Chief Executive Officer and Director	Chief Executive Officer and Director, invoX Pharma Limited	2016 to 2020 – Head of Global Business Development and M&A, Sandoz, Novartis 2021 to Present – Head of Global Business Development and M&A, Sino Biopharmaceutical Limited 2021 to Present – Chief Executive Officer and Director, invoX Pharma Limited 2021 to Present – Director of Karolinska Development AB 2021 to Present – Director of Softhale NV 2021 to Present – Director of pHion Therapeutics Limited 2022 to Present – Chief Executive Officer and Director of Fennec Acquisition Limited
Miss Tse, Theresa Citizen of the People’s Republic of China	Director	Executive Director and Chairwoman, Sino Biopharmaceutical Limited	2015 to Present – Executive Director and Chairwoman of Sino Biopharmaceutical Limited 2016 to Present – Director of Chai Tai TianQian Pharmaceutical Go., Ltd. 2016 to Present – Director of Nanjing Chia Tai Tianqing Pharmaceutical Co., Ltd. 2021 to Present – Director of CP Pharmaceutical Qingdao Co., Ltd.

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SCHEDULE III

DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER

FENNEC ACQUISITION INCORPORATED

The following table sets forth the name, present principal occupation or employment and material occupations, positions, offices or employment for at least the past five (5) years of each of the members of the board of directors and each executive officer of Fennec Acquisition Incorporated. Unless otherwise noted, the current business address of each person identified below is 5 Merchant Square, London, United Kingdom, W2 1AY.

Name, Citizenship and Business Address (if Applicable)	Office	Present Principal Occupation or Employment	Material Positions Held During the Past Five (5) Years
Mr. Benjamin Toogood Citizen of the United Kingdom	Chief Executive Officer and Director	Chief Executive Officer and Director, invoX Pharma Limited	2016 to 2020 – Head of Global Business Development and M&A, Sandoz, Novartis 2021 to Present – Head of Global Business Development and M&A, Sino Biopharmaceutical Limited 2021 to Present – Chief Executive Officer and Director, invoX Pharma Limited 2021 to Present – Director of Karolinska Development AB 2021 to Present – Director of Softhale NV 2021 to Present – Director of pHion Therapeutics Limited 2022 to Present – Chief Executive Officer and Director of Fennec Acquisition Limited
Mr. Tyron Hussey Citizen of South Africa	Secretary and Director	Corporate Legal Counsel and Secretary, invoX Pharma Limited	2016 to 2017 – Contracts Manager, UBC 2018 to 2019 – In House Legal & Interim Head of Legal, National Physical Laboratory 2019 to 2021 – Director, Commercial Legal Counsel, Syneos Health 2021 to Present – Corporate Legal Counsel and Secretary, invoX Pharma Limited 2022 to Present – Secretary and Director of Fennec Acquisition Limited

TABLE OF CONTENTS

The Letter of Transmittal, properly completed, will be accepted. The Letter of Transmittal and certificates evidencing Shares and any other required documents should be sent by each holder or such holder’s broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth below:

The Depositary for the Offer is:

If delivering by mail:
Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions
P.O. Box 43011
Providence, Rhode Island 02940

If delivering by express mail, courier or any other expedited service:
Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions
150 Royall Street Suite V
Canton, Massachusetts 02021

Questions or requests for assistance may be directed to the Information Agent at the address and telephone numbers listed below. Additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and other materials may also be obtained from the Information Agent. Stockholders may also contact broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022

Stockholders May Call Toll-Free:
1 (888) 750-5830 (from the U.S. or Canada)

From outside the U.S. and Canada, please call:
+1 (412) 232-3651

Banks and Brokers May Call Collect:
(212) 750-5833

Email (for material requests only):
info@innisfreema.com

DESCRIPTION OF SHARES TENDERED

Name(s) and Address(es) of Registered Owner(s)
(If blank, please fill in exactly as name(s)
appear(s) on share certificate(s))

Shares Tendered
(attach additional list if necessary)

Certificated Shares**

Book entry
Shares

Certificate
Number(s)*

Total Number
of Shares
Represented
by
Certificate(s)*

Number of
Shares
Represented
by
Certificate(s)
Tendered**

Book Entry
Shares
Tendered

TotalShares

If Shares are held in book-entry form, you MUST indicate the number of Shares you are tendering. Unless otherwise indicated, it will be assumed that all Shares represented by book-entry delivered to the Depositary are being tendered hereby.

Unless otherwise indicated, it will be assumed that all Shares of common stock represented by certificates described above are being tendered hereby. See Instruction 4.

THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE FOR THE DEPOSITARY WILL NOT CONSTITUTE VALID DELIVERY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED BELOW, WITH SIGNATURE GUARANTEE, IF REQUIRED, AND COMPLETE THE IRS FORM W-9 SET FORTH BELOW OR APPLICABLE IRS FORM W-8, IF REQUIRED. PLEASE READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

IF YOU WOULD LIKE ADDITIONAL COPIES OF THIS LETTER OF TRANSMITTAL OR ANY OF THE OTHER OFFERING DOCUMENTS, YOU SHOULD CONTACT THE INFORMATION AGENT FOR THE OFFER, INNISFREE M&A INCORPORATED, AT (888) 750-5830 (TOLL-FREE FROM THE U.S. OR CANADA) OR AS OTHERWISE DETAILED ON THE BACK COVER OF THIS LETTER OF TRANSMITTAL.

THE TENDER OFFER IS NOT BEING MADE TO (NOR WILL TENDER OF SHARES BE ACCEPTED FROM OR ON BEHALF OF) STOCKHOLDERS IN ANY JURISDICTION WHERE IT WOULD BE ILLEGAL TO DO SO.

This Letter of Transmittal (together with any amendments and supplements thereto, the “Letter of Transmittal”) is being delivered to you in connection with the offer by Fennec Acquisition Incorporated, a Delaware corporation (“Purchaser”) and a direct wholly-owned subsidiary of invoX Pharma Limited, a private limited company organized under the laws of England and Wales (“Parent”), which is a direct wholly-owned subsidiary of Sino Biopharmaceutical Limited, a company organized under the laws of the Cayman Islands (“SBP”), to purchase all of the issued and outstanding shares (each, a “Share,” and collectively,

“Shares”) of common stock, par value $0.0001 per share, of F-star Therapeutics, Inc., a Delaware corporation (the “Company”), for $7.12 per Share (the “Offer Price”), payable net to the holder in cash, without interest, subject to any withholding taxes required by applicable law, and on the terms and subject to the conditions set forth in this Letter of Transmittal and the related Offer to Purchase, dated July 7, 2022 (together with any amendments or supplements thereto, the “Offer to Purchase,” which, together with this Letter of Transmittal and other related materials, as each may be amended or supplemented from time to time, the “Offer”). The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of June 22, 2022 (as it may be amended from time to time, the “Merger Agreement”), among Parent, Purchaser, SBP and the Company, pursuant to which, after consummation of the Offer and the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company (the “Merger”) in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, on the terms and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving corporation and becoming an indirect wholly-owned subsidiary of SBP. You will have until one (1) minute past 11:59 p.m., Eastern Time, on the Expiration Date to tender your Shares in the Offer. The term “Expiration Date” means August 3, 2022, unless the expiration of the Offer is extended to a subsequent date in accordance with the terms of the Merger Agreement, in which event the term “Expiration Date” means such subsequent date.

You should use this Letter of Transmittal to deliver to Computershare Trust Company, N.A., which is the depositary for the Offer (the “Depositary”), Shares represented by stock certificates. If you are delivering your Shares by book-entry transfer to an account maintained by the Depositary at The Depository Trust Company (“DTC”), you must use an Agent’s Message (as defined in Instruction 2 below). In this Letter of Transmittal, stockholders who deliver certificates representing their Shares are referred to as “Certificate Stockholders.” Holders of Shares whose certificates for such Shares are not immediately available or who cannot deliver such certificates and all other required documents to the Depositary on or prior to the expiration of the Offer, or who cannot complete the procedure for book-entry transfer on a timely basis, must tender their Shares according to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Delivery of documents to DTC does not constitute delivery to the Depositary.

If any certificate representing any Shares you are tendering with this Letter of Transmittal has been lost, stolen, destroyed or mutilated, you should contact Company’s stock transfer agent, Computershare Trust Company, N.A. (the “Transfer Agent”), at 800-546-5141 (toll-free in the United States) regarding the requirements for replacement. You may be required to post a bond to secure against the risk that such certificates may be subsequently recirculated. You are urged to contact the Transfer Agent immediately in order to receive further instructions, for a determination of whether you will need to post a bond and to permit timely processing of this documentation. See Instruction 10.

NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

The undersigned hereby tenders to Fennec Acquisition Incorporated, a Delaware corporation (“Purchaser”) and a direct wholly-owned subsidiary of invoX Pharma Limited, a private limited company organized under the laws of England and Wales (“Parent”), which is a direct wholly-owned subsidiary of Sino Biopharmaceutical Limited, a company organized under the laws of the Cayman Islands (“SBP”), all of the issued and outstanding shares (each a “Share,” and collectively, “Shares”) of common stock, par value $0.0001 per share, of F-star Therapeutics, Inc., a Delaware corporation (the “Company”), for $7.12 per Share (the “Offer Price”), payable net to the holder in cash, without interest, subject to any withholding taxes required by applicable law, and on the terms and subject to the conditions set forth in the Offer to Purchase, dated July 7, 2022, which the undersigned hereby acknowledges the undersigned has received (together with any amendments or supplements thereto, the “Offer to Purchase” and together with this Letter of Transmittal, together with any amendments or supplements thereto, the “Letter of Transmittal,” and other related materials, as each may be amended and supplemented from time to time, the “Offer”). The Offer expires on the Expiration Date. The term “Expiration Date” means August 3, 2022, unless the expiration of the Offer is extended to a subsequent date in accordance with the terms of the Merger Agreement, dated as of June 22, 2022, among Parent, Purchaser, SBP and the Company, in which event the term “Expiration Date” means such subsequent date.

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, pursuant to the Merger Agreement, the terms and conditions of such extension or amendment), subject to, and effective upon, acceptance for payment by Purchaser of the Shares validly tendered herewith and not validly withdrawn prior to the expiration of the Offer on the Expiration Date in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, Purchaser, all right, title and interest in and to all of the Shares being tendered hereby and any and all dividends, distributions, rights, other Shares or other securities issued or issuable in respect of such Shares on or after the date hereof (collectively, “Distributions”). In addition, the undersigned hereby irrevocably appoints Computershare Trust Company, N.A. (the “Depositary”) as the true and lawful agent and attorney-in-fact and proxy of the undersigned with respect to such Shares and any and all Distributions with full power of substitution (such proxies and power of attorney being deemed to be an irrevocable power coupled with an interest in the tendered Shares and any Distributions) to the full extent of such stockholder’s rights with respect to such Shares and any Distributions (a) to deliver certificates representing such Shares (the “Share Certificates”) and any and all Distributions, or transfer of ownership of such Shares and any and all Distributions on the account books maintained by The Depository Trust Company (“DTC”), together, in either such case, with all accompanying evidence of transfer and authenticity, to or upon the order of Purchaser, (b) to present such Shares and any and all Distributions for transfer on the books of Company and (c) to receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares and any Distributions, all upon the terms and subject to the conditions of the Offer.

By executing this Letter of Transmittal (or taking action resulting in the delivery of an Agent’s Message), the undersigned hereby irrevocably appoints each of the designees of Purchaser as the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered hereby and not validly withdrawn which have been accepted for payment and with respect to any and all Distributions. The designees of Purchaser will, with respect to such Shares and Distributions, be empowered to exercise all voting and any other rights of such stockholder, as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of the Company’s stockholders, by written consent in lieu of any such meeting or otherwise as such designee, in its, his or her sole discretion, deems proper with respect to all Shares and any and all Distributions. This proxy and power of attorney shall be irrevocable and coupled with an interest in the tendered Shares and any and all Distributions. Such appointment is effective when, and only to the extent that, Purchaser accepts the Shares tendered with this Letter of Transmittal for payment pursuant to the Offer. Upon the effectiveness of such appointment, without further action, all prior powers of attorney, proxies and consents given by the undersigned with respect to such Shares and any and all associated Distributions (other than prior powers of attorney, proxies or consent given by the undersigned to Purchaser or the Company) will be revoked, and no subsequent powers of attorney, proxies, consents or revocations (other

than powers of attorney, proxies, consents or revocations given to Purchaser or the Company) may be given (and, if given, will not be deemed effective).

Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Purchaser’s acceptance for payment of such Shares, Purchaser or its designees must be able to exercise full voting, consent and other rights, to the extent permitted under applicable law, with respect to such Shares and any and all Distributions, including voting at any meeting of stockholders or executing a written consent concerning any matter.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer any and all of the Shares tendered hereby and any and all Distributions and, when the same are accepted for payment by Purchaser, Purchaser will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances, and that the same will not be subject to any adverse claim. The undersigned hereby represents and warrants that the undersigned is the registered owner of the Shares, or the Share Certificate(s) have been endorsed to the undersigned in blank, or the undersigned is a participant in DTC whose name appears on a security position listing as the owner of the Shares. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or Purchaser to be necessary or desirable to complete the sale, assignment and transfer of any and all of the Shares tendered hereby and any and all Distributions. In addition, the undersigned shall promptly remit and transfer to the Depositary for the account of Purchaser any and all Distributions in respect of any and all of the Shares tendered hereby, accompanied by appropriate documentation of transfer and, pending such remittance and transfer or appropriate assurance thereof, Purchaser shall be entitled to all rights and privileges as owner of any such Distributions and may withhold the entire Offer Price or deduct from such Offer Price the amount or value thereof, as determined by Purchaser in its sole discretion.

It is understood that the undersigned will not receive payment for the Shares unless and until the Shares are accepted for payment and until the Share Certificate(s) owned by the undersigned are received by the Depositary at the address set forth above, together with such additional documents as the Depositary may require, or, in the case of Shares held in book-entry form, ownership of Shares is validly transferred on the account books maintained by DTC, and until the same are processed for payment by the Depositary.

All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal representatives, successors and assigns of the undersigned. Except upon the terms and subject to the conditions of the Offer, this tender is irrevocable.

The undersigned understands that the acceptance for payment by Purchaser of Shares tendered pursuant to one of the procedures described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase and in the instructions hereto will constitute a binding agreement between the undersigned and Purchaser upon the terms and subject to the conditions of the Offer. The undersigned recognizes that under certain circumstances, as more fully described in the Offer to Purchase, upon the terms and subject to the conditions of the Offer, Purchaser may not be required to accept for payment any of the Shares tendered hereby.

Unless otherwise indicated herein under “Special Payment Instructions,” please issue the check for the Offer Price in the name(s) of, and/or return any Share Certificates representing Shares not validly tendered or accepted for payment to, the registered owner(s) appearing under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the Offer Price and/or return any Share Certificates representing Shares not validly tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered owner(s) appearing under “Description of Shares Tendered.”

In the event that both the Special Delivery Instructions and the Special Payment Instructions are completed, please issue the check for the Offer Price and/or issue any Share Certificates representing Shares not validly tendered or accepted for payment (and any accompanying documents, as appropriate) in the name of, and deliver such check and/or return such Share Certificates (and any accompanying documents, as appropriate) to, the person or persons so indicated. Unless otherwise indicated herein in the box titled “Special Payment Instructions,” please credit any Shares validly tendered hereby or by an Agent’s Message and delivered by book-entry transfer, but which are not purchased, by crediting the account at DTC designated above. The undersigned recognizes that Purchaser has no obligation pursuant to the Special Payment Instructions to transfer any Shares from the name of the registered owner thereof if Purchaser does not accept for payment any of the Shares so validly tendered.

		SPECIAL PAYMENT INSTRUCTIONS (See Instructions 1, 4, 5 and 7)
		To be completed ONLY if Share Certificate(s) not validly tendered or not accepted for payment and/or the check for the Offer price in consideration of Shares validly tendered and accepted for payment are to be issued in the name of someone other than the undersigned or if Shares validly tendered by book-entry transfer which are not accepted for payment are to be returned by credit to an account maintained at DTC other than that designated above. Issue: ☐ Check and/or ☐ Share Certificates to: Name: (Please Print) Address:
		(Include Zip Code) (Tax Identification or Social Security Number) ☐ Credit Shares tendered by book-entry transfer that are not accepted for payment to the DTC account set forth below.
		(DTC Account Number)

		SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 4, 5 and 7)
		To be completed ONLY if Share Certificate(s) not validly tendered or not accepted for payment and/or the check for the Offer price of Shares validly tendered and accepted for payment are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown in the box titled “Description of Shares Tendered” above. Issue: ☐ Check and/or ☐ Share Certificates to:
		Name: (Please Print)
		Address:
		(Include Zip Code)

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

1. Guarantee of Signatures for Shares. No signature guarantee is required on this Letter of Transmittal (i) if this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Instruction 1, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such registered holder(s) has or have completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on the cover of this Letter of Transmittal or (ii) if the Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of the Security Transfer Agents Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Exchange Act (each an “Eligible Institution” and collectively “Eligible Institutions”) (for example, the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program and the Stock Exchanges Medallion Program). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.

2. Delivery of Letter of Transmittal and Shares. This Letter of Transmittal is to be completed by stockholders if Share Certificates are to be forwarded herewith. If Shares represented by Share Certificates are being tendered, such Share Certificates, as well as this Letter of Transmittal properly completed and duly executed with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Depositary at its address set forth herein on or prior to the Expiration Date. If Shares are to be tendered by book-entry transfer, the procedures for tender by book-entry transfer set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase must be followed, and an Agent’s Message and confirmation of a book-entry transfer into the Depositary’s account at DTC of Shares tendered by book-entry transfer (such a confirmation, a “Book-Entry Confirmation”) must be received by the Depositary on or prior to the Expiration Date.

Stockholders who cannot deliver their Shares and all other required documents to the Depositary by the Expiration Date must tender their Shares pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser, must be received by the Depositary prior to the Expiration Date; and (iii) the Share Certificates (or a Book-Entry Confirmation) evidencing all tendered Shares, in proper form for transfer, in each case together with a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees, or, in the case of book-entry transfers of Shares, either such Letter of Transmittal or an Agent’s Message in lieu of such Letter of Transmittal, and any other documents required by this Letter of Transmittal, must be received by the Depositary within two Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase.

The term “Agent’s Message” means a message transmitted through electronic means by DTC in accordance with the normal procedures of DTC to, and received by, the Depositary and forming part of a Book-Entry Confirmation that states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of, this Letter of Transmittal, and that Purchaser may enforce such agreement against such participant. The term “Agent’s Message” also includes any hard copy printout evidencing such message generated by a computer terminal maintained at the Depositary’s office.

THE METHOD OF DELIVERY OF THE SHARES (OR SHARE CERTIFICATES), THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. DELIVERY OF THE SHARES (OR SHARE CERTIFICATES), THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS WILL BE DEEMED MADE, AND RISK OF LOSS THEREOF SHALL PASS, ONLY WHEN THEY ARE ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER OF SHARES, BY BOOK-ENTRY CONFIRMATION WITH RESPECT TO SUCH SHARES). IF SUCH DELIVERY IS

BY MAIL, IT IS RECOMMENDED THAT THE SHARES (OR SHARE CERTIFICATES), THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased. All tendering stockholders, by execution of this Letter of Transmittal, waive any right to receive any notice of the acceptance of their Shares for payment.

All questions as to validity, form and eligibility (including time of receipt) of the surrender of any Share Certificate hereunder, including questions as to the proper completion or execution of any Letter of Transmittal or other required documents and as to the proper form for transfer of any certificate of Shares, will be determined by Purchaser in its sole and absolute discretion (which may be delegated in whole or in part to the Depositary), which determination will be final and binding, subject to any judgment of any court of competent jurisdiction. Purchaser reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of or payment for which may be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in the surrender of any Shares or Share Certificate whether or not similar defects or irregularities are waived in the case of any other stockholder. A tender will not be deemed to have been validly made until all defects and irregularities have been cured or waived to Purchaser’s discretion.

3. Inadequate Space. If the space provided on the cover page to this Letter of Transmittal is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate schedule attached hereto and separately signed on each page thereof in the same manner as this Letter of Transmittal is signed.

4. Partial Tenders (Applicable to Certificate Stockholders Only). If fewer than all the Shares evidenced by any Share Certificate delivered to the Depositary are to be tendered, stockholders should contact the Transfer Agent at 800-546-5141 (toll-free in the United States) to arrange to have such Share Certificate divided into separate Share Certificates representing the number of shares to be tendered and the number of shares to not be tendered. The stockholder should then tender the Share Certificate representing the number of Shares to be tendered as set forth in this Letter of Transmittal. All Shares represented by Share Certificates delivered to the Depositary will be deemed to have been tendered.

5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered owner(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificate(s) without alteration or any other change whatsoever.

If any Shares tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If any tendered Shares are registered in the names of different holder(s), it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of such Shares.

If this Letter of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to Purchaser of their authority so to act must be submitted.

If this Letter of Transmittal is signed by the registered owner(s) of the Shares listed and transmitted hereby, no endorsements of Share Certificates or separate stock powers are required unless payment is to be made to, or Share Certificates representing Shares not tendered or accepted for payment are to be issued in the name of, a person other than the registered owner(s), in which case the Share Certificates representing the Shares tendered by this Letter of Transmittal must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered owner(s) or holder(s) appear(s) on the Share Certificates. Signatures on such Share Certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Share(s) listed, the Share Certificate(s) must be endorsed or accompanied by the appropriate stock powers, in either case, signed exactly as the name or names of the registered owner(s) or holder(s) appear(s) on the Share Certificate(s). Signatures on such Share Certificates or stock powers must be guaranteed by an Eligible Institution.

6. Transfer Taxes. Except as otherwise provided in this Instruction 6, all transfer taxes with respect to the transfer and sale of Shares contemplated hereby shall be paid or caused to be paid by Purchaser. If payment of the Offer Price is to be made to, or (in the circumstances permitted hereby) if Share Certificates not validly tendered or accepted for payment are to be registered in the name of, any person other than the registered owner(s), or if tendered Share Certificates are registered in the name of any person other than the person signing this Letter of Transmittal, the amount of any transfer taxes (whether imposed on the registered owner(s) or such person) payable on account of the transfer to such person will be deducted from the Offer Price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted.

7. Special Payment and Delivery Instructions. If a check for the Offer Price is to be issued, and/or Share Certificates representing Shares not validly tendered or accepted for payment are to be issued or returned to, a person other than the signer(s) of this Letter of Transmittal or to an address other than that shown in the box titled “Description of Shares Tendered” above, the appropriate boxes on this Letter of Transmittal should be completed. Stockholders delivering Shares tendered hereby or by Agent’s Message by book-entry transfer may request that Shares not purchased be credited to an account maintained at DTC as such stockholder may designate in the box titled “Special Payment Instructions” herein. If no such instructions are given, all such Shares not purchased will be returned by crediting the same account at DTC as the account from which such Shares were delivered.

8. Requests for Assistance or Additional Copies. Questions or requests for assistance may be directed to Innisfree M&A Incorporated, the information agent for the Offer (the “Information Agent”) at its address and telephone numbers listed below. Additional copies of the Offer to Purchase, this Letter of Transmittal and other materials may also be obtained from the Information Agent. Stockholders may also contact brokers, dealers, commercial banks or trust companies for assistance concerning the Offer.

9. U.S. Federal Backup Withholding. Under U.S. federal income tax laws, the Depositary will be required to withhold a portion of the amount of any payments made to certain stockholders (or other payees) pursuant to the Offer, as applicable. To avoid backup withholding, each tendering stockholder (or other payee) that is or is treated as a United States person (for U.S. federal income tax purposes) and that does not otherwise establish an exemption from U.S. federal backup withholding must complete and return the attached Internal Revenue Service (“IRS”) Form W-9, certifying that such stockholder (or other payee) is a United States person, that the taxpayer identification number (“TIN”) provided is correct, and that such stockholder (or other payee) is not subject to backup withholding.

Certain stockholders and other payees (including, among others, corporations, non-resident foreign individuals and foreign entities) are not subject to these backup withholding and reporting requirements. Exempt United States persons should indicate their exempt status on IRS Form W-9. A tendering stockholder (or other payee) who is a foreign individual or a foreign entity should complete, sign, and submit to the Depositary the appropriate IRS Form W-8. The appropriate IRS Form W-8 may be downloaded from the Internal Revenue Service’s website at the following address: http://www.irs.gov. Failure to complete the IRS Form W-9 or the appropriate IRS Form W-8 will not, by itself, cause Shares to be deemed invalidly tendered, but may require the Depositary to withhold a portion of the amount of any payments made of the Offer Price pursuant to the Offer. Tendering stockholders (or other payees) should consult their tax advisors as to any qualification for exemption from backup withholding, and the procedure for obtaining the exemption.

NOTE: FAILURE TO COMPLETE AND RETURN THE IRS FORM W-9 (OR APPROPRIATE IRS FORM W-8, AS APPLICABLE) MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE “IMPORTANT U.S. TAX INFORMATION” SECTION BELOW.

10. Irregularities. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by us, in our sole discretion, which determination will be final and binding on all parties, subject to any judgment of any court of competent jurisdiction. We reserve the absolute right to reject any and all tenders determined by us not to be in proper form or the acceptance for payment of which may, in our opinion, be unlawful. We also reserve the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived to our satisfaction. None of Purchaser, Parent, SBP or any of their respective affiliates or assigns, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Subject to applicable law as applied by a court of competent jurisdiction and the terms of the Merger Agreement, our interpretation of the terms and conditions of the Offer (including this Letter of Transmittal and the instructions hereto) will be final and binding.

11. Lost, Destroyed, Mutilated or Stolen Share Certificates. If any Share Certificate has been lost, destroyed, mutilated or stolen, the stockholder should promptly notify the Transfer Agent, at 800-546-5141 (toll-free in the United States). The stockholder will then be instructed as to the steps that must be taken in order to replace the Share Certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, mutilated, destroyed or stolen Share Certificates have been followed.

12. Waiver of Conditions. Subject to the terms of the Merger Agreement and the applicable rules of the Securities and Exchange Commission, Purchaser expressly reserves the right, in its sole discretion, to, upon the terms and subject to the conditions of the Offer, increase the Offer Price, waive any Offer Condition (as defined in the Offer to Purchase) or make any other changes to the terms and conditions of the Offer.

IMPORTANT: THIS LETTER OF TRANSMITTAL OR AN AGENT’S MESSAGE, TOGETHER WITH SHARE CERTIFICATE(S) OR BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE.

IMPORTANT U.S. TAX INFORMATION

Under U.S. federal income tax law, a stockholder (or other payee) whose tendered Shares are accepted for payment is required by law to provide the Depositary (as payer) with such stockholder’s (or other payee’s) properly certified TIN and certain other information on an IRS Form W-9 or otherwise establish a basis for exemption from backup withholding (including by providing a properly completed and correct applicable IRS Form W-8). If such stockholder (or other payee) is an individual, the TIN is such stockholder’s (or other payee’s) social security number. If the Depositary is not provided with the correct TIN in the required manner or the stockholder (or other payee) does not otherwise establish its exemption from backup withholding (as described below), payments that are made to such stockholder (or other payee) with respect to Shares purchased pursuant to the Offer may be subject to backup withholding.

If backup withholding of U.S. federal income tax on payments for Shares made in the Offer or the Merger applies, the Depositary is required to withhold twenty-four percent (24%) of any payments of the Offer Price made to the stockholder (or other payee). Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund or credit may be obtained from the IRS provided that the required information is timely furnished to the IRS.

Exempt Stockholders

Certain stockholders and other payees (including, among others, corporations, non-resident foreign individuals and foreign entities) are not subject to these backup withholding and reporting requirements. An exempt stockholder (or other exempt payee) that is a United States person should indicate its exempt status on IRS Form W-9, in accordance with the instructions thereto. A stockholder (or other payee) who is a foreign individual or a foreign entity should complete, sign, and submit to the Depositary the appropriate IRS Form W-8. The appropriate IRS Form W-8 may be downloaded from the IRS’s website at the following address: http://www.irs.gov.

Please consult your tax advisor for further guidance regarding the completion of the IRS Form W-9, IRS Form W-8BEN or W-8BEN-E (or other applicable IRS Form W-8) to claim exemption from backup withholding. Failure to complete the IRS Form W-9 will not, by itself, cause Shares to be deemed invalidly tendered, but may require the Depositary to withhold a portion of the amount of any payments of the Offer Price pursuant to the Offer.

The Depositary for the Offer to Purchase is:

If delivering by mail:

Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions
P.O. Box 43011
Providence, Rhode Island 02940-3011

If delivering by express mail, courier
or any other expedited service:

Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions
150 Royall Street, Suite V
Canton, Massachusetts 02021

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.

Additional copies of this Offer to Purchase, the Letter of Transmittal and other materials may also be obtained from, Innisfree M&A Incorporated, the Information Agent at the address and telephone numbers listed below. Stockholders may also contact brokers, dealers, commercial banks or trust companies for assistance concerning the Offer.

The Information Agent for the Offer is:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor New York,
New York 10022

Stockholders May Call Toll-Free:

1 (888) 750-5830 (from the U.S. or Canada)

From outside the U.S. and Canada, please call:

+1 (412) 232-3651

Banks and Brokers May Call Collect:

(212) 750-5833

Email (for material requests only):

info@innisfreema.com

Exhibit (a)(1)(c)

NOTICE OF GUARANTEED DELIVERY
To Tender Shares of Common Stock
of

F-STAR THERAPEUTICS, INC.

at
$7.12 Per Share
Pursuant to the Offer to Purchase dated July 7, 2022
by

FENNEC ACQUISITION INCORPORATED,

INVOX PHARMA LIMITED

and

SINO BIOPHARMACEUTICAL LIMITED

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE (1) MINUTE PAST 11:59 P.M.,
EASTERN TIME, ON AUGUST 3, 2022, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

This form, or a substantially equivalent form, must be used to accept the Offer (as defined herein) if the certificates for shares of common stock, par value $0.0001 per share, of F-star Therapeutics, Inc., and any other documents required by the Letter of Transmittal (as defined herein) cannot be delivered to Computershare Trust Company, N.A., which is the depositary for the Offer (the “Depositary”), by the expiration of the Offer. Such form may be delivered or transmitted by e-mail or mail to the Depositary or in the case of shares held through The Depository Trust Company (“DTC”), it must be delivered to the Depositary by a participant by means of the confirmation system of DTC. See Section 3 of the Offer to Purchase.

The Depositary for the Offer is:

If delivering by mail:

Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions
P.O. Box 43011
Providence, Rhode Island 02940-3011

Via e-mail
(for eligible institutions only):

canoticeofguarantee@computershare.com

If delivering by express mail, courier
or any other expedited service:

Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions
150 Royall Street, Suite V
Canton, Massachusetts 02021

For information call Innisfree M&A Incorporated at the following numbers:

Stockholders May Call Toll-Free:
1 (888) 750-5830 (from the U.S. or Canada)

From outside the U.S. and Canada, please call:
+1 (412) 232-3651

Banks and Brokers May Call Collect:
(212) 750-5833

Ladies and Gentlemen:

The undersigned hereby tenders to Fennec Acquisition Incorporated, a Delaware corporation (“Purchaser”) and a direct wholly-owned subsidiary of invoX Pharma Limited, a private limited company organized under the laws of England and Wales (“Parent”), which is a direct wholly-owned subsidiary of Sino Biopharmaceutical Limited, a company organized under the laws of the Cayman Islands, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 7, 2022 (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the accompanying Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal,” and together with the Offer to Purchase and other related materials, as each may be amended and supplemented from time to time, the “Offer”), receipt of which is hereby acknowledged, the number of shares of common stock, par value $0.0001 per share (the “Shares”), of F-star Therapeutics, Inc., a Delaware corporation, indicated below, pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.

Number of Shares Tendered

Certificate Numbers (if available)

If delivery will be by book-entry transfer:

Name of Tendering Institution

Account Number

SIGN HERE

(Signature(s))

(Name(s)) (Please Print)

(Addresses)

(Zip Code)

(Area Code and Telephone Number)

GUARANTEE (Not to be used for signature guarantee)

The undersigned, a firm which is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange Medallion Signature Program (MSP) or any other “eligible guarantor institution” (as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), guarantees: (i) that the above named person(s) “own(s)” the Shares tendered hereby within the meaning of Rule 14e-4 under the Exchange Act; (ii) that such tender of the Shares complies with Rule 14e-4 under the Exchange Act; and (iii) to deliver to the Depositary the Shares tendered hereby, together with a properly completed and duly executed Letter(s) of Transmittal (or manually signed facsimile(s) thereof) and certificates for the Shares to be tendered or an Agent’s Message (as defined in the Offer to Purchase) in the case of a book-entry delivery, and any other required documents, all within two Nasdaq trading days of the date hereof. Participants should notify the Depositary prior to covering through the submission of a physical security directly to the Depositary based on a guaranteed delivery that was submitted via DTC’s PTOP platform.

(Name of Firm)

(Address)

(Zip Code)

(Authorized Signature)

(Name)

(Area Code and Telephone Number)

Dated: _ , 2022.

DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY. SHARE CERTIFICATES ARE TO BE DELIVERED WITH THE LETTER OF TRANSMITTAL.

Exhibit (a)(1)(d)

Offer to Purchase
All Outstanding Shares of Common Stock
of
F-STAR THERAPEUTICS, INC.
at
$7.12 Per Share
Pursuant to the Offer to Purchase dated July 7, 2022
by
FENNEC ACQUISITION INCORPORATED,
INVOX PHARMA LIMITED
and
SINO BIOPHARMACEUTICAL LIMITED

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE (1) MINUTE PAST 11:59 P.M., EASTERN TIME, ON AUGUST 3, 2022, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

July 7, 2022

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

We, Innisfree M&A Incorporated, have been engaged by Fennec Acquisition Incorporated, a Delaware corporation (“Purchaser”) and a direct wholly-owned subsidiary of invoX Pharma Limited, a private limited company organized under the laws of England and Wales (“Parent”), which is a direct wholly-owned subsidiary of Sino Biopharmaceutical Limited, a company organized under the laws of the Cayman Islands (“SBP”), to act as information agent (the “Information Agent”) in connection with Purchaser’s offer to purchase all of the issued and outstanding shares (each, a “Share,” and collectively, “Shares”) of common stock, par value $0.0001 per share, of F-star Therapeutics, Inc., a Delaware corporation (the “Company”), for $7.12 per Share (the “Offer Price”), payable net to the holder in cash, without interest, subject to any withholding taxes required by applicable law, and on the terms and subject to the conditions set forth in the Offer to Purchase (together with any amendments or supplements thereto, the “Offer to Purchase”) dated July 7, 2022 and in the accompanying Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal,” and together with the Offer to Purchase and other related materials, as each may be amended and supplemented from time to time, the “Offer”). Please furnish copies of the enclosed materials to those of your clients for whom you hold Shares registered in your name or in the name of your nominee.

The conditions to the Offer are described in Section 15 — “Conditions of the Offer” of the Offer to Purchase.

For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:

1. the Offer to Purchase;

2. the Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9) for your use in accepting the Offer and tendering Shares and for the information of your clients;

3. a Notice of Guaranteed Delivery to be used to accept the Offer if the Shares and all other required documents cannot be delivered to Computershare Trust Company, N.A., the depositary for the Offer (the “Depositary”), or if the procedures for book-entry transfer cannot be completed, by the expiration of the Offer;

4. a form of letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer;

5. the Company’s Solicitation/Recommendation Statement on Schedule 14D-9; and

6. a return envelope addressed to the Depositary, for your use only.

We urge you to contact your clients as promptly as possible. Please note that the Offer and withdrawal rights will expire at one minute past 11:59 p.m., Eastern Time, on August 3, 2022, unless the Offer is extended or earlier terminated.

The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of June 22, 2022 (as it may be amended from time to time, the “Merger Agreement”), among Parent, Purchaser, SBP and the Company pursuant to which, after consummation of the Offer and the satisfaction or waiver of certain conditions, Purchaser will merge with and into Company (the “Merger”) in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), on the terms and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving corporation and becoming an indirect wholly-owned subsidiary of SBP.

For Shares to be properly tendered to Purchaser pursuant to the Offer, the share certificates or confirmation of receipt of such Shares under the procedure for book-entry transfer, together with a properly completed and duly executed Letter of Transmittal, including any required signature guarantees, or an “Agent’s Message” (as defined in the Offer to Purchase) in the case of book-entry transfer, and any other documents required in the Letter of Transmittal, must be timely received by the Depositary.

None of SBP, Parent or Purchaser will pay any fees or commissions to any broker, dealer, commercial bank, trust company or other nominee or to any other person (other than to the Depositary and the Information Agent as described in the Offer to Purchase) in connection with the solicitation of tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks, trust companies or other nominees will, upon request, be reimbursed by Purchaser for customary mailing and handling expenses incurred by them in forwarding offering materials to their customers. Purchaser will pay all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, subject to Instruction 6 of the Letter of Transmittal.

Any inquiries you may have with respect to the Offer should be addressed to the undersigned, and additional copies of the enclosed materials may be obtained from the Information Agent at the address or telephone numbers set forth on the back cover of the Offer to Purchase.

Very truly yours,

INNISFREE M&A INCORPORATED

Nothing contained herein or in the enclosed documents shall render you, the agent of Purchaser, the Information Agent, the Depositary or any affiliate of any of them or authorize you or any other person to use any document or make any statement on behalf of any of them in connection with the Offer other than the enclosed documents and the statements contained therein.

Exhibit (a)(1)(e)

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE (1) MINUTE PAST 11:59 P.M., EASTERN TIME, ON AUGUST 3, 2022, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

July 7, 2022

To Our Clients:

Enclosed for your consideration are the Offer to Purchase, dated July 7, 2022 (together with any amendments and supplements thereto, the “Offer to Purchase”), and the accompanying Letter of Transmittal in connection with the offer by Fennec Acquisition Incorporated, a Delaware corporation (“Purchaser”) and a direct wholly-owned subsidiary of invoX Pharma Limited, a private limited company organized under the laws of England and Wales (“Parent”), which is a direct wholly-owned subsidiary of Sino Biopharmaceutical Limited, a company organized under the laws of the Cayman Islands (“SBT”), to purchase all of the issued and outstanding shares (each, a “Share,” and collectively, “Shares”) of common stock, par value $0.0001 per share, of F-star Therapeutics, Inc., a Delaware corporation (the “Company”), for $7.12 per Share (the “Offer Price”), payable net to the holder in cash, without interest, subject to any withholding taxes required by applicable law, and on the terms and subject to the conditions set forth in the Offer to Purchase and in the accompanying Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal,” and together with the Offer to Purchase and other related materials, as each may be amended and supplemented from time to time, the “Offer”).

Also enclosed is the Company’s Solicitation/Recommendation Statement on Schedule 14D-9.

THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT YOU TENDER ALL OF YOUR SHARES IN THE OFFER.

We or our nominees are the holder of record of Shares held for your account. A tender of such Shares can be made only by us, as the holder of record, and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.

We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase and the Letter of Transmittal.

Please note carefully the following:

1. The offer price for the Offer is $7.12 per Share, payable net to you in cash, without interest and subject to any withholding taxes required by applicable law.

2. The Offer is being made for all issued and outstanding Shares.

3. The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of June 22, 2022 (as it may be amended from time to time, the “Merger Agreement”), among Parent, Purchaser, SBT and the

Company, pursuant to which, after consummation of the Offer and the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company (the “Merger”) in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), on the terms and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving corporation and becoming an indirect wholly-owned subsidiary of SBT.

4. The board of directors of the Company has unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are advisable and fair to, and in the best interest of, the Company and the holders of the Shares, (b) agreed that the Merger shall be effected under Section 251(h) and other relevant provisions of the DGCL, (c) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Offer and the Merger, and (d) resolved to recommend that the holders of the Shares accept the Offer and tender their Shares to Purchaser pursuant to the Offer.

5. The Offer and withdrawal rights will expire at one (1) minute past 11:59 p.m., Eastern Time, on August 3, 2022, unless the Offer is extended or earlier terminated.

6. The Offer is not subject to any financing condition. The Offer is subject to the conditions described in Section 15 — “Conditions of the Offer” of the Offer to Purchase.

If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing, detaching and returning to us the Instruction Form on the detachable part hereof. An envelope to return your instructions to us is enclosed. If you authorize tender of your Shares, all such Shares will be tendered unless otherwise specified on the Instruction Form.

Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit the tender on your behalf before the expiration of the Offer.

INSTRUCTION FORM
With Respect to the Offer to Purchase
All Outstanding Shares of Common Stock
of
F-STAR THERAPEUTICS INC.
at
$7.12 Per Share
Pursuant to the Offer to Purchase dated July 7, 2022
by
FENNEC ACQUISITION INCORPORATED,
INVOX PHARMA LIMITED
and
SINO BIOPHARMACEUTICAL LIMITED

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated July 7, 2022, and the accompanying Letter of Transmittal, in connection with the offer by Fennec Acquisition Incorporated, a Delaware corporation (“Purchaser”) and a direct wholly-owned subsidiary of invoX Pharma Limited, a private limited company organized under the laws of England and Wales (“Parent”), which is a direct wholly-owned subsidiary of Sino Biopharmaceutical Limited, a company organized under the laws of the Cayman Islands, to purchase all of the issued and outstanding shares (each, a “Share,” and collectively, “Shares”) of common stock, par value $0.0001 per share, of F-star Therapeutics, Inc., a Delaware corporation (the “Company”), for $7.12 per Share (the “Offer Price”), payable net to the holder in cash, without interest, subject to any withholding taxes required by applicable law, and on the terms and subject to the conditions set forth in the Offer to Purchase dated July 7, 2022 (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the accompanying Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal,” and together with the Offer to Purchase and other related materials, as each may be amended and supplemented from time to time, the “Offer”).

The undersigned hereby instruct(s) you to tender to Purchaser the number of Shares indicated below (or, if no number is indicated, all Shares) which are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer. The undersigned understands and acknowledges that all questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by Purchaser, in its sole discretion, which determination shall be final and binding on all parties, subject to any judgment of any court of competent jurisdiction.

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as described below). The Offer (as described below) is made only by the Offer to Purchase (as described below, dated as of July 7, 2022 and the accompanying Letter of Transmittal (as described below) and any amendments or supplements thereto, and is being made to all holders of Shares. The Offer is not being made to (nor will tenders be accepted from or on behalf of holders of) Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where applicable laws or regulations require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Purchaser (as described below) by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Purchaser.

Fennec Acquisition Incorporated, a Delaware corporation (“Purchaser”) and a direct wholly-owned subsidiary of invoX Pharma Limited, a private limited company organized under the laws of England and Wales (“Parent”), which is a direct wholly-owned subsidiary of Sino Biopharmaceutical Limited, a company organized under the laws of the Cayman Islands (“SBP”), is offering to purchase all of the issued and outstanding shares (each, a “Share,” and collectively, “Shares”) of common stock, par value $0.0001 per share, of F-star Therapeutics, Inc., a Delaware corporation (the “Company”), for $7.12 per Share (the “Offer Price”), payable net to the holder in cash, without interest, subject to any withholding taxes required by applicable law, and on the terms and subject to the conditions set forth in the Offer to Purchase (together with any amendments or supplements thereto, the “Offer to Purchase”), dated July 7, 2022, and in the accompanying Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal,” and together with the Offer to Purchase and other related materials, as each may be amended and supplemented from time to time, the “Offer”). Tendering stockholders who are record owners of their Shares and who tender directly to Computershare Trust Company, N.A., which is the depositary for the Offer (the “Depositary”), will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, dealer, commercial bank, trust company or other nominee should consult such institution as to whether it charges any service fees or commissions.

The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of June 22, 2022 (as it may be amended from time to time, the “Merger Agreement”), among SBP, Parent, Purchaser and the Company, pursuant to which, after consummation of the Offer and the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company (the “Merger”) in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), on the terms and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving corporation and becoming an indirect wholly-owned subsidiary of SBP. In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than Shares (a) held in the treasury of the Company or then owned by Parent, Purchaser, SBP or the Company, or any direct or indirect wholly-owned subsidiary thereof, immediately prior to the Effective Time or (b) held by a holder who is entitled to demand and properly demands appraisal of such Shares in accordance with Section 262 of the DGCL) will be converted into the right to receive an amount in cash equal to the Offer Price, payable net to the holder in cash, without interest, subject to any withholding taxes required by applicable law.

The obligation of Purchaser to accept for payment and pay for Shares validly tendered and not validly withdrawn pursuant to the Offer is subject only to the satisfaction or waiver (to the extent permitted under the Merger Agreement) of those conditions set forth in Section 15 — “Conditions of the Offer” of the Offer to Purchase. There is no financing condition to the Offer.

The term “Expiration Date” means one (1) minute past 11:59 p.m., Eastern Time, on August 3, 2022, unless the expiration of the Offer is extended to a subsequent date in accordance with the terms of the Merger Agreement, in which event the term “Expiration Date” means such subsequent date.

However, in no event shall Purchaser (a) be required to extend the Offer beyond the earlier to occur of (i) the valid termination of the Merger Agreement and (ii) the End Date (the “Extension Deadline”) or (b) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company.

The “End Date” means October 20, 2022, or as extended pursuant to the terms of the Merger Agreement.

The “Minimum Condition” means that there shall have been validly tendered in the Offer (excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been “received”, as defined by Section 251(h)(6)(f) of the DGCL), and not validly withdrawn prior to the Expiration Date, that number of Shares that, together with the number of Shares, if any, then owned beneficially by SBP, Parent and Purchaser (together with their wholly-owned subsidiaries), represents at least one share more than fifty percent (50%) of all Shares outstanding as of the consummation of the Offer.

If the Offer is consummated, Purchaser will not seek approval of the Company remaining stockholders before effecting the Merger. Section 251(h) of the DGCL provides that following consummation of a successful tender offer for a public corporation, and subject to certain statutory provisions, if the acquirer holds at least the amount of shares of each class of stock of the constituent corporation that would otherwise be required to approve a merger for the constituent corporation, and the other stockholders receive the same consideration for their stock in the merger as was payable in the tender offer, the acquirer can effect a merger without the action of the other stockholders of the constituent corporation. Accordingly, if Purchaser consummates the Offer, Purchaser is required pursuant to the Merger Agreement to complete the Merger without a vote of the Company’s stockholders in accordance with Section 251(h) of the DGCL.

In all cases, Purchaser will pay for Shares validly tendered and accepted for payment pursuant to the Offer only after timely receipt by the Depositary of (a) the certificates evidencing such Shares (the “Share Certificates”) or confirmation of a book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase, (b) the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees and (c) any other documents required by the Letter of Transmittal or, in the case of a book-entry transfer, an Agent’s Message (as described in the Offer to Purchase) in lieu of the Letter of Transmittal and such other documents.

For purposes of the Offer, Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not validly withdrawn as, if and when Purchaser gives oral or written notice to the Depositary of its acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the Offer Price for such Shares with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from Parent and Purchaser and transmitting such payments to tendering stockholders whose Shares have been accepted for payment. Under no circumstances will interest be paid on the purchase price for the Shares, including by reason of any extension of the Offer or any delay in making payment for Shares.

Shares tendered pursuant to the Offer may be withdrawn at any time prior to the expiration of the Offer on the Expiration Date. Thereafter, tenders are irrevocable, except that if we have not accepted your Shares for payment within sixty (60) days after the commencement of the Offer, you may withdraw them at any time after September 5, 2022, the sixtieth (60^th) day after the commencement of the Offer, until Purchaser accepts your Shares for payment.

For a withdrawal of Shares to be effective, the Depositary must timely receive a written or facsimile transmission notice of withdrawal at one of its addresses set forth on the back cover of the Offer to Purchase. Any notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the names in which the Share Certificates are registered, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (as described in the Offer to Purchase), unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer (as set forth in Section 3 – “Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase), any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If Share Certificates representing the Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the name of the registered owners and the serial numbers shown on such Share Certificates must also be furnished to the Depositary.

The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, is contained in the Offer to Purchase and is incorporated herein by reference.

The Company has provided Parent with the Company’s stockholder list and security position listings for the purpose of disseminating the Offer to Purchase, the accompanying Letter of Transmittal and related documents to holders of Shares. The Offer to Purchase and related Letter of Transmittal, as well as the Schedule 14D-9 (as described in the Offer to Purchase), will be mailed to record holders of Shares whose names appear on the Company’s stockholder list and will be furnished for subsequent transmittal to beneficial owners of Shares to brokers, dealers, commercial banks, trust companies and other nominees whose names appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing.

The exchange of Shares for cash pursuant to the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. Holder (as described in the Offer to Purchase) who sells Shares pursuant to the Offer or receives cash in exchange for Shares pursuant to the Merger will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (i) the amount of cash received and (ii) the U.S. Holder’s tax basis in the Shares sold pursuant to the Offer or exchanged for cash pursuant to the Merger. The exchange of Shares for cash pursuant to the Offer or the Merger generally will not result in tax to a non-U.S. Holder under U.S. federal income tax laws unless such non-U.S. Holder has certain connections with the United States. See Section 5 – “Material U.S. Federal Income Tax Consequences” of the Offer to Purchase for a more detailed discussion of the tax treatment of the Offer and the Merger.

The Offer to Purchase and the accompanying Letter of Transmittal contain important information, and you should read both carefully and in their entirety before making a decision with respect to the Offer.

Questions or requests for assistance may be directed to Innisfree M&A Incorporated, the information agent for the Offer (the “Information Agent”), at its address and telephone numbers set forth below. Additional copies of the Offer to Purchase, the Letter of Transmittal, the notice of guaranteed delivery and other materials may also be obtained from the Information Agent. Stockholders may also contact brokers, dealers, commercial banks or trust companies for assistance concerning the Offer. Such copies will be furnished promptly at Purchaser’s expense. None of SBP, Parent or Purchaser will pay any fees or commissions to any broker, dealer, commercial bank, trust company or other nominee or to any other person (other than to the Depositary and the Information Agent as described in the Offer to Purchase) in connection with the solicitation of tenders of Shares pursuant to the Offer.

This Power of Attorney is granted on June 22, 2022 by Sino Biopharmaceutical Limited (the “Company”), a company incorporated in the Cayman Islands and registered in Hong Kong, and whose registered office is at Unit 09, 41/F, Office Tower, Convention Plaza, 1 Harbour Rd, Wanchai, Hong Kong.

in each case in connection with Project Fennec, being the proposed acquisition by the Company and InvoX of F-Star Therapeutics, Inc.

IN WITNESS of which this power of attorney has been executed and delivered on the date which appears above.

London, July 7, 2022 – invoX Pharma Limited (“invoX”), a wholly owned subsidiary of Sino Biopharmaceutical Limited (“Sino Biopharm”) (HKEX 1177 HK) today announced that it is commencing a cash tender offer for all of the issued and outstanding shares of common stock of F-star Therapeutics, Inc. (“F-star”) (NASDAQ:FSTX) for a price of $7.12 per share. The tender offer is being made pursuant to an Offer to Purchase, dated July 7, 2022 (the “Offer to Purchase”), and in connection with the previously announced Agreement and Plan of Merger, dated June 22, 2022, among invoX, Sino Biopharm, Fennec Acquisition Incorporated (“Purchaser”), an indirect wholly owned subsidiary of Sino Biopharm, and F-star (the “Merger Agreement”).

The tender offer commenced on July 7, 2022 and will expire at one minute past 11:59 p.m., Eastern Time, on August 3, 2022 (the “Expiration Date”), unless otherwise extended or terminated. Any extensions of the tender offer will be followed as promptly as practicable by public announcement thereof, and such announcement will be made no later than 9:00 a.m., Eastern Time, on the next business day after the previously scheduled Expiration Date.

invoX, Sino Biopharm and Purchaser have filed a tender offer statement on Schedule TO with the United States Securities and Exchange Commission (the “SEC”). The Offer to Purchase contained within the Schedule TO sets out the terms and conditions of the tender offer.

F-star has filed a Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) with the SEC, which includes, among other things, the recommendation of F-star’s board of directors that F-star stockholders tender all of their shares in the tender offer.

As soon as practicable following the completion of the tender offer, Purchaser will acquire all remaining F-star shares through a merger at the tender offer price.

The tender offer and the merger are subject to customary closing conditions, including (i) the tender by F-star stockholders of at least one more share than 50% of the total number of F-star shares outstanding at the time of the expiration of the tender offer and (ii) required regulatory approvals, including the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, having expired or been terminated. The tender offer is subject to other important conditions set forth in the Offer to Purchase.

Concurrently with entering into the Merger Agreement, invoX and Purchaser entered into Tender and Support Agreements with each of Eliot Forster, Ph.D., Darlene Deptula-Hicks, Louis Kayitalire, M.D., Neil Brewis, PhD., Nessan Bermingham, Ph.D., Edward Benz Jr., M.D., Geoffrey Race, David Arkowitz, Pamela Klein, M.D., and Todd Brady, M.D., Ph.D. (collectively, the “Supporting Stockholders”), pursuant to which such Supporting Stockholders agreed to tender their shares into the tender offer. As of July 5, 2022, the Supporting Stockholders collectively, directly and indirectly own approximately 1.02% of all issued and outstanding shares of F-star.

The Information Agent for the tender offer is Innisfree M&A Incorporated. The Depositary and Paying Agent for the tender offer is Computershare Trust Company, N.A. For all questions relating to the tender offer, please call the Information Agent, Innisfree M&A Incorporated toll-free at (888) 750-5830; banks and brokers may call collect at (212) 750-5833.

This communication is for informational purposes only and is neither a recommendation, an offer to purchase nor a solicitation of an offer to sell securities. On July 7, 2022, invoX, Sino Biopharm and Purchaser filed with the SEC a tender offer statement on Schedule TO regarding the tender offer described in this communication. Holders of shares of common stock of F-star are urged to read the tender offer statement (as it may be updated and amended from time to time) and the Schedule 14D-9 filed by F-star as they contain important information that holders of shares of common stock of F-star should consider before making any decision regarding tendering their shares. These materials will be made available to F-star’s stockholders at no expense to them by Innisfree M&A Incorporated, the Information Agent, for the tender offer. In addition, the tender offer statement and other documents filed by invoX, Sino Biopharm and Purchaser, and F-star with the SEC are available for free at the SEC’s website at www.sec.gov.

This release is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation. This release has been prepared by invoX and Sino Biopharm. No representation or warranty (express or implied) of any nature is given, nor is any responsibility or liability of any kind accepted, with respect to the truthfulness, completeness or accuracy of any information, projection, statement or omission in this release. This release does not constitute, nor does it form part of, any offer or invitation to buy, sell, exchange or otherwise dispose of, or any issuance, or any solicitation of any offer to sell or issue, exchange or otherwise dispose of any securities. This release does not constitute investment, legal, tax, accountancy or other advice or a recommendation with respect to such securities, nor does it constitute the solicitation of any vote or approval in any jurisdiction. There shall not be any offer or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the applicable securities laws of any such jurisdiction (or under exemption from such requirements).

invoX and Sino Biopharm caution investors that any forward-looking statements or projections made by invoX and Sino Biopharm, including those made in this press release, are subject to risks and uncertainties that may cause actual results to differ materially from those projected.

This communication also includes forward-looking statements related to F-star and the acquisition of F-star by invoX and Sino Biopharm that are subject to risks, uncertainties and other factors. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of F-star and members of its senior management team and can typically be identified by words such as “believe,” “expect,” “estimate,” “predict,” “target,” “potential,” “likely,” “continue,” “ongoing,” “could,” “should,” “intend,” “may,” “might,” “plan,” “seek,” “anticipate,” “project” and similar expressions, as well as variations or negatives of these words. Forward-looking statements include, without limitation, statements regarding the business combination, similar transactions, prospective performance, future plans, events, expectations, performance, objectives and opportunities and the outlook for F-star’s business; the commercial success of F-star’s products; the anticipated timing of clinical data; the possibility of unfavorable results from clinical trials; filings and approvals relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction considering the various closing conditions; and the accuracy of any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements.

invoX was incorporated in March 2021 and is a wholly owned subsidiary of Sino Biopharm, a global top 40 pharmaceutical company with more than 24,000 employees. United Kingdom-based invoX is Sino Biopharm’s international expansion platform, focusing on R&D and business development activities outside of China, with a core focus on oncology and respiratory therapeutics. At its core, invoX aspires to improve patients’ lives by creating access to innovative medicine.

Sino Biopharm, together with its subsidiaries, is a leading, innovative research and development driven pharmaceutical conglomerate in China, with a business scope that is vertically integrated including research and development, manufacturing and sales and marketing infrastructure. The Company’s product offerings include a variety of biologics and small molecule drugs, and in therapy areas that include hepatology, oncology, cardiovascular and cerebrovascular diseases, orthopaedics, digestive and immune and respiratory diseases.

For further information about Sino Biopharm, please visit: http://www.sinobiopharm.com/.

This Securities Purchase Agreement (this “Agreement”) is dated as of [_____ ___], 2022 (the “Effective Date”), among invoX Pharma Limited, a private limited company organized under the laws of England and Wales (“Purchaser”), Fennec Acquisition Incorporated, a Delaware corporation and a wholly owned subsidiary of Purchaser (“Merger Sub”), Sino Biopharmaceutical Limited, a company organized under the laws of the Cayman Islands (“Guarantor”), and F-star Therapeutics, Inc., a Delaware corporation (the “Company”).

WHEREAS, the Purchaser, Merger Sub, Guarantor and the Company have entered into that certain Agreement and Plan of Merger, dated as of June 22, 2022 (the “Merger Agreement”).

WHEREAS, all capitalized terms herein shall have the meanings ascribed to them in the Merger Agreement unless otherwise defined herein.

WHEREAS, the Company has delivered the Financing Election Notice pursuant to Section 8.4(a) of the Merger Agreement.

WHEREAS, pursuant to Section 8.4(a) of the Merger Agreement, the parties are required to execute this Agreement and consummate the transactions contemplated herein on or before the date that is one business day after the date upon which the Financing Election Notice is delivered.

WHEREAS, the Purchaser, Merger Sub, Guarantor and the Company are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D as promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act.

WHEREAS, the Purchaser wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement [_______]¹ shares of Common Stock (the “Shares”) for an aggregate purchase price of USD $12,000,000 at the Purchase Price (as defined below).

Now, Therefore, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Purchaser, Merger Sub, Guarantor and Company agree as follows:

1.1            Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1.1:

“Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. For this purpose, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean the direct or indirect ownership of more than 50% of the voting securities of such Person, or possession, directly or indirectly, of the power to appoint a majority of the board of directors or similar governing authority of such Person.

¹The number of shares purchased shall be that number obtained by dividing $12,000,000 by the Purchase Price.

“business day” means any day except (a) a Saturday or a Sunday, (b) a day on which banks in the City of New York are authorized or required by Legal Requirements to be closed, or (c) a day on which the principal offices of the SEC in Washington, D.C. are not open to accept filings.

“CFIUS” means the Committee on Foreign Investment in the United States

“CFIUS Action” means, with regard to only those portions of this Agreement relating to the Director Nomination Right or the Board Observer Right, as applicable, (a) if a joint voluntary notification is submitted to CFIUS pursuant to 31 C.F.R. § 800 subpart E, or if CFIUS initiates a review pursuant to 31 C.F.R. § 800.407(a)(3), then (i) written notice from CFIUS that it has concluded its review, or, if applicable, investigation, and has determined that there are no unresolved national security concerns and that action under Section 721 of the DPA is concluded; or (ii) written notice from CFIUS that the Director Nomination Right or the Board Observer Right, as applicable, pursuant to this Agreement does not constitute a Covered Transaction (as such term is defined in 31 C.F.R. § 800.213) and is not subject to review by CFIUS; (b) if CFIUS has sent a report to the President of the United States (the “President”) requesting the President’s decision and either (i) the President has announced a decision not to take any action to suspend or prohibit the Director Nomination Right or the Board Observer Right, as applicable, pursuant to this Agreement, or (ii) the time permitted under Section 721 for the President to take action to suspend or prohibit the Director Nomination Right or the Board Observer Right, as applicable, pursuant to this Agreement shall have lapsed without any such action being threatened, announced or taken; or (c) if a declaration is submitted to CFIUS pursuant to 31 C.F.R. § 800.402, then written notice from CFIUS that (i) CFIUS has concluded its assessment and determined there are no unresolved national security concerns related thereto, or (ii) CFIUS is not able to conclude its assessment but has not requested that the parties submit a joint voluntary notice to CFIUS in connection thereto or initiated a unilateral review thereof.

“Closing” means the closing of the purchase and sale of the Shares on the Closing Date pursuant to Section 2.1 of this Agreement.

“Closing Date” means _______, 2022, which shall be no later than five business days after the delivery of the Financing Election Notice has been delivered pursuant to Section 8.4 of the Merger Agreement.

“Common Stock” means the common stock of the Company, $0.0001 par value per share, and any other class of securities into which such securities may hereafter be reclassified or changed into.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Governmental Entity” means any national, federal, state, county, municipal, local or foreign government, or any political subdivision, court, body, agency or regulatory authority thereof, and any person exercising executive, legislative, judicial, regulatory, taxing or administrative functions of or pertaining to any of the foregoing, including, but not limited to, CFIUS.

“Legal Requirement” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (or under the authority of Nasdaq or another applicable stock exchange).

“Material Adverse Effect” means a circumstance that (a) could reasonably be expected to have a material adverse effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby or (b) could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its Subsidiaries taken as a whole.

“Person” means an individual, firm, corporation (including any non-profit corporation), partnership, limited liability company, joint venture, association, trust, Governmental Entity or other entity or organization.

“Purchase Price” means $4.49 per Share; provided, however, that if (a) the volume weighted average of the closing price per share of Common Stock for the five Trading Days immediately preceding the execution of this Agreement as reported by Bloomberg L.P. (the “5-day VWAP Price”) (provided however, that if this Agreement is not executed “no later than one business day after the Company’s delivery of the Financing Election Notice to Parent,” as required by Section 8.4(a) of the Merger Agreement, then the 5-day VWAP Price shall be calculated based on the five Trading Days immediately preceding the date that is one business day after the Company’s delivery of the Financing Election Notice to Parent) is greater than $4.49, then the Purchase Price shall be an amount equal to the lesser of (i) the 5-day VWAP Price and (ii) $7.12, or (b) the Company is conducting a concurrent placement of shares of Common Stock, in which case the Purchase Price shall be calculated pursuant to this clause (b) only, then the Purchase Price shall be an amount equal to the lesser of (i) the same price per share of Common Stock paid by the investors in connection with such placement, (ii) if the 5-day VWAP Price is greater than $4.49, then the 5-day VWAP Price, and (iii) $7.12.

“Registration Statement” means a registration statement or registration statements of the Company filed under the Securities Act pursuant to Section 4 hereof.

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“SEC Reports” means collectively all reports, schedules, forms, statements and other documents required to be filed by the Company under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, since January 1, 2020 (including the exhibits thereto and documents incorporated by reference therein).

“Short Sales” means all “short sales” as defined in Rule 200 of Regulation SHO of the Exchange Act, but shall be deemed to not include the location and/or reservation of borrowable shares of Common Stock.

“Subsidiary” means any individual or entity the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated under the Securities Act.

“Trading Day” means a day on which the Common Stock is traded on a trading market.

“Transaction Documents” means this Agreement and any other documents or agreements executed and delivered to the Purchaser in connection with the transactions contemplated hereunder.

“Transfer” means to voluntarily or involuntarily sell, mortgage, gift, assign, contribute, transfer, assign, pledge, hypothecate, participate, donate or otherwise encumber or dispose of, directly or indirectly, in any case, whether by merger, testamentary disposition, operation of law or otherwise, or enter into a definitive agreement with respect to any of the foregoing. “Transfer” used as a noun has a correlative meaning.

(a)            At the Closing, upon the terms set forth herein, the Company hereby agrees to issue and sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Company the Shares, at a purchase price equal to the Purchase Price per share of Common Stock.

(b)            At the Closing, the Purchaser shall deliver to the Company via wire transfer immediately available funds equal to the purchase price set forth opposite the Purchaser’s name on Exhibit A hereto and the Company shall deliver to the Purchaser its respective Shares in the amounts set forth opposite the Purchaser’s name on Exhibit A hereto, deliverable at the Closing on the Closing Date, in accordance with Section 2.2 of this Agreement. The Closing shall occur at 10:00 a.m. (New York City Time) on the Closing Date or such other time and location as the parties shall mutually agree.

(a)            At the Closing, the Company will deliver or cause to be delivered to the Purchaser certificate(s) or book-entry shares representing the Common Stock, purchased by the Purchaser, registered in the Purchaser’s name. Such delivery shall be against payment of the purchase price therefor by the Purchaser by wire transfer of immediately available funds to the Company in accordance with the Company’s written wiring instructions provided to the Purchaser at least two business days prior to the Closing Date.

(b)            The respective obligations of the Company, on the one hand, and the Purchaser, on the other hand, hereunder in connection with the Closing are subject to the following conditions being met:

(i)            the accuracy in all material respects on the Closing Date of the representations and warranties contained herein (unless made as of a specified date therein) of the Company (with respect to the obligations of the Purchaser) and the Purchaser (with respect to the obligations of the Company); and

(ii)            all obligations, covenants and agreements of the Company (with respect to the obligations of the Purchaser) and the Purchaser (with respect to the obligations of the Company) required to be performed at or prior to the Closing Date shall have been performed in all material respects.

(c)            For avoidance of doubt, the Closing shall not be contingent upon the occurrence of any CFIUS Action. Only those further actions described in Section 5.3(a) and Section 5.3(h)(i) below, which are severable from the other actions in this Agreement and may occur after the Closing, shall be contingent upon the occurrence of the applicable CFIUS Action.

3.1            Representations and Warranties of the Company. Assuming the accuracy of the representations and warranties of the Purchaser set forth in Section 3.2 of this Agreement, the Company represents and warrants to the Purchaser that the statements contained in this Section 3.1 are true and correct as of the date hereof and as of the Closing Date:

(a)            The Company has all requisite legal and corporate or other power and capacity and has taken all requisite corporate or other action to execute and deliver this Agreement, to issue the Shares and to carry out and perform all of its obligations under this Agreement; and this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar Legal Requirements relating to or affecting the enforcement of creditors’ rights generally and (ii) as limited by equitable principles generally.

(b)            The Shares have been duly and validly authorized and, when issued and delivered to and paid for by the Purchaser in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable and will not have been issued in violation of or subject to any preemptive or similar rights under the Legal Requirements of Delaware or otherwise.

(c)            This Agreement has been duly authorized, executed and delivered by the Company.

(d)            No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein, except as may be required under the Securities Act, the blue sky laws of any jurisdiction, or the applicable CFIUS Action upon which the actions in Section 5.3(a) and Section 5.3(h)(i) below are contingent, in connection with the purchase of the Shares by the Purchaser.

(e)            Neither the Company nor its Subsidiaries, nor any of their affiliates or any other Person acting on the their behalf, has made any offers or sales of any security of the Company, its Subsidiaries, or any of their affiliates or solicited any offers to buy any security of the Company, or any of the Company’s or any affiliates under circumstances that would require registration of the Shares under the Securities Act or any other securities laws or cause this offering of Shares to be integrated with any prior offering of securities of the Company for purposes of the Securities Act in any manner that would affect the validity of the private placement exemption under the Securities Act for the offer and sale of the Shares hereunder.

(f)            None of the SEC Reports filed under the Exchange Act, contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has timely filed each report, statement, schedule, prospectus, and registration statement that the Company was required to file with the Commission since its inception and through the date hereof. There are no material outstanding or unresolved comments in comment letters from the staff of the Commission (“Staff”) with respect to any of the SEC Reports.

(g)            The shares of Common Stock are registered pursuant to Section 12(b) of the Exchange Act, and listed for trading on The Nasdaq Capital Market. There is no suit, action, proceeding or investigation pending or, to the knowledge of the Company, threatened against the Company by The Nasdaq Capital Market (other than any notification letters, if any, from Nasdaq that the Company is not in compliance with the listing standards of The Nasdaq Capital Market that can be cured pursuant to and in accordance with the Nasdaq rules) or the Commission with respect to any intention by such entity to deregister the shares of Common Stock or prohibit or terminate the listing of the shares of Common Stock on The Nasdaq Capital Market. The Company has taken no action that is designed to terminate the registration of the shares of Common Stock under the Exchange Act.

(h)            Other than Morgan Stanley & Co. Incorporated, no broker, finder or other financial consultant has acted on behalf of the Company in connection with this Agreement or the transactions contemplated hereby in such a way as to create any liability on the Purchaser, Merger Sub or Guarantor.

3.2          Representations, Warranties and Covenants of the Purchaser. The Purchaser hereby represents, warrants and covenants to the Company as of the Closing Date:

(a)            The Purchaser has all requisite legal and corporate or other power and capacity and has taken all requisite corporate or other action to execute and deliver this Agreement, to purchase the Shares and to carry out and perform all of its obligations under this Agreement; and (b) this Agreement constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar Legal Requirements relating to or affecting the enforcement of creditors’ rights generally and (ii) as limited by equitable principles generally.

(b)            At the time the Purchaser was offered the Shares, it was: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. The Purchaser is aware of the Company’s business affairs and financial condition and has had access to and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. The Purchaser has such business and financial experience as is required to give it the capacity to protect its own interests in connection with the purchase of the Shares. The Purchaser acknowledges that it has had the opportunity to review the Company’s filings with the Commission and has been afforded (A) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares and (B) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.

(c)            The Purchaser is purchasing the Shares for its own account, for investment purposes only, and not with a present view to, or for, resale, distribution or fractionalization thereof, in whole or in part (within the meaning of the Securities Act) in violation of the Securities Act. The Purchaser understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) the Shares except in compliance with the Securities Act and the rules and regulations promulgated thereunder.

(d)            The Purchaser represents and acknowledges that is has not been solicited to offer to purchase or to purchase any Shares by means of any general solicitation or advertising within the meaning of Regulation D under the Securities Act.

(e)            The Purchaser represents that it is not a Person of the type described in Section 506(d) of Regulation D under the Securities Act that would disqualify the Company from engaging in a transaction pursuant to Section 506 of Regulation D under the Securities Act.

(f)            The Purchaser understands that the Shares being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares. The Purchaser further acknowledges and understands that the Shares may not be resold or otherwise transferred except in a transaction registered under the Securities Act or unless an exemption from such registration is available.

(g)            The Purchaser understands that nothing in this Agreement or any other materials presented to the Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors and made such investigations as the Purchaser, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares. The Purchaser hereby acknowledges and agrees that it has independently evaluated the merits of its decision to purchase the Shares.

(h)            The Purchaser, Merger Sub and Guarantor each represent that neither they, nor any of their Affiliates, nor any Person acting on their behalf or pursuant to any understanding with them currently own any Company Securities (as defined below).

(i)            No broker, finder or other financial consultant has acted on behalf of the Purchaser, Merger Sub and Guarantor in connection with this Agreement or the transactions contemplated hereby in such a way as to create any liability on the Company.

(i)            The Purchaser will not, prior to the effectiveness of the Resale Registration Statement (as defined below), if then prohibited by applicable Legal Requirements other than pursuant to an available exemption under the Securities Act: (i) sell, offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any right with respect to (collectively, a “Disposition”) the Shares; or (ii) engage in any hedging or other transaction which is designed or could reasonably be expected to lead to or result in a Disposition of the Shares by the Purchaser or an Affiliate.

(ii)            As of the Closing Date, the Purchaser, Merger Sub and Guarantor have not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with the Purchaser, Merger Sub or Guarantor, engaged in any purchases or sales of the Company’s securities (including, without limitation, any Short Sales involving the Company’s securities) since the time that the Purchaser received the Financing Election Notice or was first contacted by the Company regarding the Company’s intention to send Financing Election Notice. The Purchaser, Merger Sub and Guarantor each covenant that neither they nor any Person acting on their behalf or pursuant to any understanding with them will engage in any purchases or sales of the Company’s securities (including, without limitation, any Short Sales involving the Company’s securities) prior to the time that the transactions contemplated by this Agreement are publicly disclosed.

(iii)            The Purchaser will hold in confidence all information concerning this Agreement and the sale and issuance of the Shares until the Company has made a public announcement concerning this Agreement and the sale and issuance of the Shares, which shall be made not later than 9:00 am New York time on the first Trading Day immediately after the signing of this Agreement.

(iv)            The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Shares.

(i)            The Purchaser understands that the Shares shall bear a restrictive legend in substantially the following form (and a stop transfer order may be placed against Transfer of the certificates for the Shares):

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR IN ANY OTHER JURISDICTION. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.”

(ii)            The Company shall, at its sole expense, upon appropriate notice from the Purchaser stating that Registrable Shares have been sold pursuant to an effective Registration Statement, timely prepare and deliver certificates or book-entry shares representing the Shares to be delivered to a transferee pursuant to the Registration Statement, which certificates or book-entry shares shall be free of any restrictive legends and in such denominations and registered in such names as the Purchaser may request. The Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, the legend from such Shares, following the delivery by the Purchaser to the Company or the Company’s transfer agent of customary representation letters reasonably acceptable to the Company and a legended certificate representing such Shares: (A) following any sale of such Shares pursuant to Rule 144, (B) if such Shares are eligible for sale under Rule 144(b)(1), or (C) following the time that the Registration Statement is declared effective. If a legend removal request is made pursuant to the foregoing, the Company will promptly following the delivery by the Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Shares (or a request for legend removal, in the case of Shares issued in book-entry form), deliver or cause to be delivered to the Purchaser a certificate representing such Shares that is free from all restrictive legends or an equivalent book-entry position, as requested by the Purchaser. Certificates for Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by the Purchaser. If the Purchaser effects a Transfer of the Shares in accordance with Section 3.2(k)(ii), the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by the Purchaser to effect such transfer. The Purchaser agrees with the Company that the Purchaser will only sell the Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Shares are sold pursuant to the Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 3.2(k)(ii) is predicated upon the Company’s reliance upon this understanding.

(l)            If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the full observance of the Legal Requirements of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the Legal Requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase or acquisition, (iii) any government or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Shares. The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other Legal Requirements of the Purchaser’s jurisdiction.

4.1           Definitions. For the purpose of this Section 4:

(a)            the term “Resale Registration Statement” shall mean any registration statement required to be filed by Section 4.2 below, and shall include any preliminary prospectus, final prospectus, exhibit or amendment included in or relating to such registration statements; and

(b)            the term “Registrable Shares” means the Shares; provided, however, that a security shall cease to be a Registrable Share upon the earliest to occur of the following: (i) a Resale Registration Statement registering such security under the Securities Act has been declared or becomes effective and such security has been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such effective Resale Registration Statement, (ii) such security is sold pursuant to Rule 144 under circumstances in which any legend borne by such security relating to restrictions on transferability thereof, under the Security Act or otherwise, is removed by the Company, (iii) such security is eligible to be sold pursuant to Rule 144 without condition or restriction, including without any limitation as to volume of sales, and without the Holder complying with any method of sale requirements or notice requirements under Rule 144, or (iv) such security shall cease to be outstanding following its issuance.

4.2           Registration Procedures and Expenses. The Company shall:

(a)            use reasonable best efforts to file a Resale Registration Statement (the “Mandatory Registration Statement”) with the Commission on or before the date 60 days following the Closing Date (the “Filing Date”) to register all of the Registrable Shares on Form S-3 under the Securities Act (providing for shelf registration of such Registrable Shares under Commission Rule 415). In the event that Form S-3 is not available for the registration of the Registrable Shares, the Company shall register the resale of the Registrable Shares on such other form as is available to the Company;

(b)            use its reasonable best efforts to cause such Mandatory Registration Statement to be declared effective within 30 days following the Filing Date (or, in the event the Staff reviews and has written comments to the Mandatory Registration Statement, within 120 days following the Filing Date) (the earlier of the foregoing or the applicable date set forth in Section 4.2(h), the “Effectiveness Deadline”), such efforts to include, without limiting the generality of the foregoing, preparing and filing with the Commission any financial statements or other information that is required to be filed prior to the effectiveness of such Mandatory Registration Statement;

(c)            notwithstanding anything contained in this Agreement to the contrary, in the event that the Commission limits the amount of Registrable Shares or otherwise requires a reduction in the number of Registrable Shares that may be included and sold by the Purchaser in the Mandatory Registration Statement (in each case, subject to Section 4.3), then the Company shall prepare and file (i) within 10 Trading Days of the first date or time that such excluded Registrable Shares may then be included in a Resale Registration Statement if the Commission shall have notified the Company that certain Registrable Shares were not eligible for inclusion in the Resale Registration Statement or (ii) in all other cases, within 20 days following the date that the Company becomes aware that such additional Resale Registration Statement is required (the “Additional Filing Date”), a Resale Registration Statement (any such Resale Registration Statement registering such excluded Registrable Shares, an “Additional Registration Statement” and, together with the Mandatory Registration Statement, a “Resale Registration Statement”) to register any Registrable Shares that have been excluded (or, if applicable, the maximum number of such excluded Registrable Shares that the Company is permitted to register for resale on such Additional Registration Statement consistent with Commission guidance), if any, from being registered on the Mandatory Registration Statement;

(d)            use its reasonable best efforts to cause any such Additional Registration Statement to be declared effective as promptly as practicable following the Additional Filing Date, such efforts to include, without limiting the generality of the foregoing, preparing and filing with the Commission any financial statements or other information that is required to be filed prior to the effectiveness of any such Additional Registration Statement;

(e)            prepare and file with the Commission such amendments and supplements to such Resale Registration Statements and the prospectus used in connection therewith as may be necessary to keep such Resale Registration Statements continuously effective and free from any material misstatement or omission to state a material fact therein until termination of such obligation as provided in Section 4.6 below, subject to the Company’s right to suspend pursuant to Section 4.5;

(f)            furnish to the Purchaser such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Purchaser;

(g)            file such documents as may be required of the Company for normal securities law clearance for the resale of the Registrable Shares in such states of the United States as may be reasonably requested by the Purchaser and use its commercially reasonable efforts to maintain such blue sky qualifications during the period the Company is required to maintain effectiveness of the Resale Registration Statements; provided, however, that the Company shall not be required in connection with this Section 4.2(g) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented;

(h)            upon notification by the Commission that the Resale Registration Statement will not be reviewed or is not subject to further review by the Commission, the Company shall within five Trading Days following the date of such notification request acceleration of such Resale Registration Statement (with the requested effectiveness date to be not more than two Trading Days later);

(i)            upon notification by the Commission that the Resale Registration Statement has been declared effective by the Commission, the Company shall file the final prospectus under Rule 424 of the Securities Act (“Rule 424”) within the applicable time period prescribed by Rule 424;

(i)            of the effectiveness of the Resale Registration Statement or any post-effective amendments thereto;

(ii)           of any request by the Commission for amendments to the Resale Registration Statement or amendments to the prospectus or for additional information relating thereto;

(iii)          of the issuance by the Commission of any stop order suspending the effectiveness of the Resale Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and

(iv)          of the existence of any fact and the happening of any event that makes any statement of a material fact made in the Resale Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Resale Registration Statement or the prospectus in order to make the statements therein not misleading;

(k)            cause all Registrable Shares to be listed on each securities exchange, if any, on which equity securities by the Company are then listed; and

(l)            bear all expenses in connection with the procedures in paragraphs (a) through (l) of this Section 4.2 and the registration of the Registrable Shares on such Resale Registration Statement and the satisfaction of the blue sky laws of such states.

If at any time the Staff takes the position that the offering of some or all of the Registrable Shares in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act or requires the Purchaser to be named as an “underwriter,” the Company shall (in consultation with legal counsel to the Purchaser) use its reasonable best efforts to persuade the Commission that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that the Purchaser is not an “underwriter.” In the event that, despite the Company’s reasonable best efforts and compliance with the terms of this Section 4.3, the Staff refuses to alter its position, the Company shall (a) remove from the Registration Statement such portion of the Registrable Shares (the “Cut Back Shares”) and/or (b) agree to such restrictions and limitations on the registration and resale of the Registrable Shares as the Staff may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name the Purchaser as an “underwriter” in such Registration Statement without the prior written consent of the Purchaser. No damages shall accrue as to any Cut Back Shares until such date as the Company is able to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after the Restriction Termination Date applicable to any Cut Back Shares, all of the provisions of this Section 4 shall again be applicable to such Cut Back Shares; provided, however, that (x) the Filing Deadline for the Registration Statement including such Cut Back Shares shall be 10 Trading Days after such Restriction Termination Date, and (y) the Effectiveness Deadline with respect to such Cut Back Shares shall be the 30^th day immediately after the Restriction Termination Date or the 120^th day if the Staff reviews such Registration Statement (but in any event no later than five Trading Days from the Staff indicating it has no further comments on such Registration Statement).

(a)            The Company agrees to indemnify and hold harmless the Purchaser and its Affiliates, partners, members, officers, directors, agents and representatives, and each Person, if any, who controls the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 the Exchange Act (each, a “Purchaser Party” and collectively the “Purchaser Parties”), to the fullest extent permitted by applicable Legal Requirements, from and against any losses, claims, damages or liabilities (collectively, “Losses”) to which they may become subject (under the Securities Act or otherwise) insofar as such Losses (or actions or proceedings in respect thereof) arise out of, or are based upon, any material breach of this Agreement by the Company or any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or arise out of any failure by the Company to fulfill any undertaking included in the Resale Registration Statement and the Company will, as incurred, reimburse the Purchaser Parties for any legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that the Company shall not be liable in any such case to the extent that such Loss arises out of, or is based upon: (i) an untrue statement or omission or alleged untrue statement or omission made in such Resale Registration Statement in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Purchaser specifically for use in preparation of the Resale Registration Statement; or (ii) any breach of this Agreement by the Purchaser; provided further, however, that the Company shall not be liable to any Purchaser Party (or any partner, member, officer, director or controlling Person of the Purchaser) to the extent that any such Loss is caused by an untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus if either (i) (A) the Purchaser failed to send or deliver a copy of the final prospectus with or prior to, or the Purchaser failed to confirm that a final prospectus was deemed to be delivered prior to (in accordance with Rule 172 of the Securities Act), the delivery of written confirmation of the sale by the Purchaser to the Person asserting the claim from which such Loss resulted and (B) the final prospectus corrected such untrue statement or omission, (ii) (X) such untrue statement or omission is corrected in an amendment or supplement to the prospectus and (Y) having previously been furnished by or on behalf of the Company with copies of the prospectus as so amended or supplemented or notified by the Company that such amended or supplemented prospectus has been filed with the Commission, in accordance with Rule 172 of the Securities Act, the Purchaser thereafter fails to deliver such prospectus as so amended or supplemented, with or prior to or the Purchaser fails to confirm that the prospectus as so amended or supplemented was deemed to be delivered prior to (in accordance with Rule 172 of the Securities Act), the delivery of written confirmation of the sale by the Purchaser to the Person asserting the claim from which such Loss resulted or (iii) the Purchaser sold Registrable Shares in violation of the Purchaser’s covenants contained in Section 3.2 of this Agreement.

(b)            The Purchaser agrees to indemnify and hold harmless the Company and its officers, directors, Affiliates, agents and representatives and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each a “Company Party” and collectively the “Company Parties”), from and against any Losses to which the Company Parties may become subject (under the Securities Act or otherwise), insofar as such Losses (or actions or proceedings in respect thereof) arise out of, or are based upon, any material breach of this Agreement by the Purchaser or untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement (or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading in each case, on the effective date thereof), if, and only to the extent, such untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information furnished by or on behalf of the Purchaser specifically for use in preparation of the Resale Registration Statement, and the Purchaser will reimburse each Company Party for any legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that in no event shall any indemnity under this Section 4.4(b) be greater in amount than the dollar amount of the net proceeds received by the Purchaser upon its sale of the Registrable Shares included in the Registration Statement giving rise to such indemnification obligation.

(c)            Promptly after receipt by any Indemnified Person of a notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an indemnifying Person pursuant to this Section 4.4, such indemnified Person shall notify the indemnifying Person in writing of such claim or of the commencement of such action, and, subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified Person and such indemnifying Person shall have been notified thereof, such indemnifying Person shall be entitled to participate therein, and, to the extent that it shall wish, provide written notice as promptly as practicable to the indemnified Person that it elects to assume the defense thereof, with counsel reasonably satisfactory to such indemnified Person. After written notice from the indemnifying Person to such indemnified Person of its election to assume the defense thereof, such indemnifying Person shall not be liable to such indemnified Person for any legal expenses subsequently incurred by such indemnified Person in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate in the reasonable judgment of the indemnified Person for the same counsel to represent both the indemnified Person and such indemnifying Person or any affiliate or associate thereof, the indemnified Person shall be entitled to retain its own counsel at the expense of such indemnifying Person; provided, further, that no indemnifying Person shall be responsible for the fees and expense of more than one separate counsel for all indemnified Persons. The indemnifying Person shall not settle an action without the consent of the indemnified Person, which consent shall not be unreasonably withheld.

(d)            If the indemnification provided for in this Section 4.4 is held by a court of competent jurisdiction to be unavailable to an indemnified Person with respect to any Losses, the indemnifying Person, in lieu of indemnifying such indemnified Person thereunder, shall to the extent permitted by applicable Legal Requirements contribute to the amount paid or payable by such indemnified Person as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying Person on the one hand and of the indemnified Person on the other, as well as any other relevant equitable considerations; provided, that in no event shall any contribution by an indemnifying Person hereunder be greater in amount than the dollar amount of the proceeds received by such indemnifying Person upon the sale of such Registrable Shares.

4.5            Prospectus Suspension. The Purchaser acknowledges that there may be times when the Company must suspend the use of the prospectus forming a part of the Resale Registration Statement until such time as an amendment to the Resale Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. The Purchaser hereby covenants that it will not sell any Registrable Shares pursuant to said prospectus during the period commencing at the time at which the Company gives the Purchaser notice of the suspension of the use of said prospectus and ending at the time the Company gives the Purchaser notice that the Purchaser may thereafter effect sales pursuant to said prospectus; provided, that such suspension periods shall in no event exceed 60 days in any 12 month period and that, in the good faith judgment of the Board, the Company would, in the absence of such delay or suspension hereunder, be required under state or federal securities laws to disclose any corporate development, a potentially significant transaction or event involving the Company, or any negotiations, discussions, or proposals directly relating thereto, in either case the disclosure of which would reasonably be expected to have a Material Adverse Effect upon the Company or its stockholders.

4.6            Termination of Obligations. The obligations of the Company pursuant to Section 4.2 hereof shall cease and terminate, with respect to any Registrable Shares, upon the earlier to occur of (a) such time such Registrable Shares have been resold, or (b) such time as such Registrable Shares no longer remain Registrable Shares pursuant to Section 4.1(b) hereof.

(a)            With a view to making available the benefits of certain rules and regulations of the Commission that may at any time permit the sale of the Shares to the public without registration or pursuant to a registration statement on Form S-3, the Company agrees to:

(i)            make and keep public information available, as those terms are understood and defined in Rule 144;

(ii)           file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

(iii)         so long as the Purchaser owns Registrable Shares, furnish to the Purchaser upon request (A) a written statement by the Company as to whether it is in compliance with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, or whether it is qualified as a registrant whose securities may be resold pursuant to Commission Form S-3, (B) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and (C) such other information as may be reasonably requested to permit the Purchaser to sell such securities pursuant to Rule 144.

4.8            Blue Sky. The Company shall obtain and maintain all necessary blue sky law permits and qualifications, or secured exemptions therefrom, required by any state for the offer and sale of Registrable Shares.

5.1            Securities Laws Disclosure. The Company shall, by 5:30 p.m. (New York City time) on the fourth Trading Day following the date hereof, file a Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby (the “Form 8-K”). From and after the filing of the Form 8-K, the Purchaser shall not be in possession of any material, non-public information received from the Company or any of their respective officers, directors or employees that is not disclosed in the Form 8-K.

5.2            Reservation of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue the Shares.

(a)            From and after the date that the CFIUS Action with respect to the Director Nomination Right has occurred until such time as the Purchaser ceases to beneficially own such number of shares of Common Stock purchased from the Company pursuant to this Agreement that represents at least five percent (5%) of the issued and outstanding shares of Common Stock (such period, the “Director Nomination Right Period”), the Purchaser shall have the right to designate one nominee (the “Purchaser Director”) for appointment to the Board, and the Company and the Board shall cause such Purchaser Director to be appointed to the Board (and if necessary, increase the size of the Board to accommodate such appointment) to serve until the completion of such director’s term or earlier resignation or removal; provided that such Purchaser Director shall be reasonably acceptable to the Nominating and Corporate Governance Committee of the Board acting in good faith and applying reasonable and customary criteria applicable to all non-officer/non-employee Directors generally and who (i) shall be determined in the reasonable judgement of the Nominating and Corporate Governance Committee to qualify as an Independent Director and (ii) shall not be an officer or employee of the Company, either at the time of or following their appointment as Director (the “Director Nomination Right”). For the avoidance of doubt, if the Nominating and Corporate Governance Committee determines in its good faith reasonable judgment that a nominee designated pursuant to the Director Nomination Right is not reasonably acceptable in accordance with the requirements of this Section 5.3(a), then the Purchaser shall be entitled to designate another nominee to serve on the Board. During the Director Nomination Right Period, upon the death, resignation, retirement, disqualification or removal from office (for any reason) of any Purchaser Director, the Purchaser shall have the right to designate a replacement for such Purchaser Director, subject to, and in accordance with, the Director Nomination Right provided in this Section 5.3(a).

(b)            During the Director Nomination Right Period, the Company agrees that a Purchaser Director shall be entitled to the same rights, privileges and compensation applicable to all non-executive Directors generally or to which all such non-executive Directors are entitled, including any rights with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement.

(c)            Until the expiration of the Director Nomination Right Period, the Purchaser shall not, and shall cause its Affiliates not to, nominate any person for appointment or election to the Board except in accordance with the provisions set forth herein.

(d)            The Board (or any committee thereof) shall have the right to nominate for election the remaining Directors that the Purchaser is not entitled to designate or nominate pursuant to Section 5.3(a).

(e)            Notwithstanding the foregoing, nothing in this Section 5.3 or otherwise in this Agreement shall require Parent or its Affiliates to (i) negotiate, commit to or effect, by consent decree, mitigation agreement, national security agreement, hold separate order or otherwise, the sale, lease, license, divestiture or disposition of any assets, rights, product lines, or businesses of the Company, the Purchaser or any of their respective Affiliates or Subsidiaries, (ii) terminate existing relationships, contractual rights or obligations of the Company, the Purchaser or any of their respective Affiliates or Subsidiaries, (iii) terminate any venture or other arrangement, (iv) create any relationship, contractual rights or obligations of the Company, the Purchaser or any of their respective Affiliates or Subsidiaries, (v) effectuate any other change or restructuring of the Company, the Purchaser or any of their respective Affiliates or Subsidiaries and (vi) otherwise take or commit to take any actions with respect to the businesses, product lines or assets the Company, the Purchaser or any of their respective Affiliates or Subsidiaries.

(f)            Subject to the terms and conditions of this Agreement, each of the Company and the Purchaser shall (and shall cause their respective Affiliates, if applicable, to): (i) cooperate with each other in determining whether, and promptly preparing and making, any other filings or notifications or other consents required to be made with, or obtained from, any other Governmental Entities, including CFIUS, in connection with the Director Nomination Right or the Board Observer Right, as applicable; and (ii) expeditiously supply any additional information that reasonably may be required or requested by CFIUS or any foreign or domestic Governmental Entity responsible for the enforcement of any applicable Legal Requirement regulating foreign investment screening, national security or trade regulation (“Foreign Direct Investment Law”). Without limiting the generality of anything in this Section 5.3, in the event that the Director Nomination Right or the Board Observer Right, as applicable, requires the Company and the Purchaser to notify any Governmental Entities in accordance with any Foreign Direct Investment Laws, or if the Purchaser and the Company mutually agree that a voluntary notification is necessary under any such Foreign Direct Investment Laws, and such notification should be submitted, under such Foreign Direct Investment Laws, then each party hereto shall, and shall cause their respective Affiliates to, promptly, but in no event later than ten business days after the date hereof, make an appropriate filing of all notifications and report forms to the applicable Governmental Entity as required by such Foreign Direct Investment Laws with respect to the Director Nomination Right or the Board Observer Right, as applicable.

(g)            Without limiting the generality of anything contained in this Section 5.3, from and after the date hereof until the applicable CFIUS Action has occurred, each of the Company and the Purchaser shall use its commercially reasonable best efforts to (i) cooperate in all respects and consult with each other in connection with any filing or submission in connection with any investigation or other inquiry, including allowing the other party hereto to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions, (ii) give the other party hereto prompt notice of the making or commencement of any request, inquiry, investigation, action or Legal Proceeding brought by a Governmental Entity or brought by a third party before any Governmental Entity, in each case, with respect to the Director Nomination Right or the Board Observer Right, as applicable, (iii) keep the other party hereto informed as to the status of any such request, inquiry, investigation, action or Legal Proceeding, (iv) promptly inform the other party hereto of any communication to or from CFIUS or any other Governmental Entity in connection with any such request, inquiry, investigation, action or Legal Proceeding, (v) upon request, promptly furnish to the other party hereto, subject to an appropriate confidentiality agreement to limit disclosure to outside counsel and consultants retained by such counsel, with copies of documents provided to or received from any Governmental Entity in connection with any such request, inquiry, investigation, action or Legal Proceeding (documents provided pursuant to this provision may be redacted (1) to remove references concerning valuation, (2) as necessary to comply with contractual arrangements and (3) as necessary to address reasonable privilege or confidentiality concerns), (vi) subject to an appropriate confidentiality agreement to limit disclosure to counsel and outside consultants retained by such counsel, and to the extent reasonably practicable, consult in advance and cooperate with the other party hereto and consider in good faith the views of the other party hereto in connection with any substantive communication, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal to be made or submitted in connection with any such request, inquiry, investigation, action or Legal Proceeding and (vii) except as may be prohibited by any Governmental Entity or by any Legal Requirement, in connection with any such request, inquiry, investigation, action or Legal Proceeding in respect of the Director Nomination Right or the Board Observer Right, as applicable, each of the Company and the Purchaser shall provide advance notice of and permit authorized Representatives of the other party hereto to be present at each meeting or conference relating to such request, inquiry, investigation, action or Legal Proceeding and to have access to and be consulted in advance in connection with any argument, opinion or proposal to be made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or Legal Proceeding; provided that notwithstanding anything to the contrary in this Section 5.3, the Purchaser shall have the principal responsibility for determining and implementing the strategy for obtaining any necessary actions or nonactions, waivers, consents, clearances, decisions, declarations, approvals and, expirations or terminations of waiting periods from Governmental Entities (including with respect to timing and potential ways to address any concerns that may be raised) and shall lead and direct all submissions to, meetings, negotiations and communications with any Governmental Entity in connection with matters related to CFIUS or any Foreign Direct Investment Laws. The Purchaser shall pay all filing fees for any other filing made to a Governmental Entity, but the Company shall bear its own costs for the preparation of any such filings. Neither the Company nor the Purchaser shall commit to or agree with any Governmental Entity to stay, toll or extend, directly or indirectly, any applicable waiting period, or pull and refile any filing or notice to a Governmental Entity, in each case, without the prior written consent of the other (which will not be unreasonably withheld, conditioned or delayed).

(h)            If the CFIUS Action with respect to the Director Nomination Right does not occur, then:

(i)            The Company shall not be obligated to appoint or elect the Purchaser Director pursuant to Section 5.3(a), and from and after the date that the CFIUS Action with respect to the Board Observer Right has occurred until such time as the Purchaser ceases to beneficially own such number of shares of Common Stock purchased from the Company pursuant to this Agreement that represents at least five percent (5%) of the issued and outstanding shares of Common Stock, the Purchaser shall have the right to designate one representative (the “Purchaser Board Observer”) to attend and participate in all meetings of the Board in a nonvoting observer capacity (the “Board Observer Right”). The Company shall give the Purchaser Board Observer copies of all notices, minutes, consents and other materials, financial or otherwise, that it provides to the directors in their capacity as members of the Board; provided, however, that the Company reserves the right to withhold any information and to exclude the Purchaser Board Observer from any meeting or portion thereof to the extent it is determined in good faith by the Board that attendance at such meeting or portion thereof could adversely affect the attorney-client privilege between the Company and its counsel.

(i)            Otherwise, the terms of this Agreement shall remain in full force and effect.

(a)            Each of the Purchaser, Merger Sub and Guarantor agrees that, from the date of this Agreement until the date of the next annual meeting of the Company’s stockholders (the “Standstill Period”), Purchaser, Merger Sub and Guarantor shall not, and shall cause each of its controlled Affiliates not to, in each case directly or indirectly, in any manner:

(i)            acquire, or offer, seek or agree to acquire, by purchase or otherwise, or direct any third party in the acquisition of, any Common Stock or any securities convertible or exchangeable into or exercisable for Common Stock (collectively, “Company Securities”) or assets of the Company, or rights or options to acquire any Company Securities, or engage in any swap instrument or derivative hedging transactions or other derivative agreements of any nature with respect to Company Securities that would result in Purchaser, Merger Sub and Guarantor, individually or collectively, together with their Affiliates, having beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act) of more than 14.99% of the Common Stock outstanding at such time;

(ii)            engage in any solicitation of proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) of proxies (including, without limitation, any solicitation of consents that seeks to call a special meeting of stockholders), in each case, with respect to securities of the Company;

(iii)            make any request for a stockholder list of materials or any other books and records of the Company under Section 220 of the Delaware General Corporation Law or otherwise;

(iv)            form, join, or in any way knowingly participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the shares of the Common Stock (other than a “group” that includes all or some of the Purchaser, Merger Sub and Guarantor, or their respective Affiliates, but does not include any other entities or persons that are not Affiliates of the Purchaser, Merger Sub and Guarantor as of the date hereof); provided, however, that nothing herein shall limit the ability of an Affiliate of Purchaser, Merger Sub and Guarantor as of the date hereof to join the “group” following the execution of this Agreement, so long as any such Affiliate agrees to be bound by the terms and conditions of this Agreement;

(v)            deposit any shares of Common Stock in any voting trust or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the Purchaser, Merger Sub and Guarantor and otherwise in accordance with this Agreement;

(vi)          (A) make any proposal for consideration by stockholders at any annual or special meeting of stockholders of the Company, (B) make any offer or proposal (with or without conditions) with respect to any merger, tender (or exchange) offer, consolidation, acquisition, recapitalization, restructuring, liquidation, dissolution, disposition or other business combination involving the Company, (C) affirmatively solicit a third party to make an offer or proposal (with or without conditions) with respect to any merger, tender (or exchange) offer, consolidation, acquisition, recapitalization, restructuring, liquidation, dissolution, disposition or other business combination involving the Company, or publicly encourage, initiate or support any third party in making such an offer or proposal, (D) publicly comment on any third party proposal regarding any merger, tender (or exchange) offer, consolidation, acquisition, recapitalization, restructuring, liquidation, dissolution, disposition, or other business combination with respect to the Company by such third party prior to such proposal becoming public or (E) call or seek to call a special meeting of stockholders;

(vii)         seek, alone or in concert with others, representation on the Board, except as specifically permitted in Section 5.3(a);

(viii)        advise, knowingly encourage, knowingly support or knowingly influence any person or entity with respect to the voting or disposition of any securities of the Company at any annual or special meeting of stockholders with respect to the appointment, election or removal of director(s), except in accordance with Section 5.3(a); or

(ix)          make any request or submit any proposal, alone or in concert with others, that would reasonably be expected to require the Company, Purchaser, Merger Sub or Guarantor to make public disclosure of any kind, other than through non-public communications with the Company or the Board that would not be reasonably determined to trigger public disclosure obligations for any party.

(b)            Nothing in Section 5.4(a) shall be deemed to limit the exercise in good faith by any Purchaser Director of such person’s fiduciary duties solely in such person’s capacity as a director of the Company. Notwithstanding anything to the contrary in this Section 5.4, prior to the expiration or termination of the Standstill Period, Purchaser, Merger Sub and Guarantor (i) may request (but only privately to the Company, the Board or the Chief Executive Officer of the Company and not publicly) an amendment or waiver of, consent under or agreement not to enforce, this Section 5.4 or (ii) may make proposals or offers (but only privately to the Company, the Board or the Chief Executive Officer of the Company and not publicly) regarding a transaction, in each case in such a manner as would not require public disclosure thereof under applicable Legal Requirements.  Despite the foregoing, each of the restrictions contained in Section 5.4(a) shall lapse and shall be of no force and effect if, at any time after the date of this Agreement (A) at such time as the Company or any of its Affiliates enters into a definitive agreement with any third party with respect to a merger, sale of assets or securities or other business combination as a result of which such third party would for a transaction with any other person or “group” (as defined in Section 13(d)(3) of the Exchange Act) as a result of which 50% or more of the outstanding common stock or any other class of securities of the Company following consummation of such transaction, or 50% or more of the assets of the Company following consummation of such transaction, would be owned by persons other than the stockholders of the Company (in their capacity as such) immediately prior to the consummation of such transaction, whether by tender offer, merger, issuance or otherwise, or (B) any Person or group (other than Purchaser, Merger Sub or Guarantor, or any of their respective Affiliates) commences a bona fide tender or exchange offer that, if consummated, would result in 50% or more of the outstanding common stock or any other class of securities of the Company being owned by such Persons or group and the Board accepts (or recommends that its stockholders accept) such offer or fails to recommend within ten business days from the date of commencement of such offer that its stockholders reject such offer.

6.1            Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party hereto shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. Notwithstanding the foregoing, the Company shall pay all transfer agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Shares to the Purchaser.

6.2            Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such subject matter, which the parties hereto acknowledge have been merged into such documents, exhibits and schedules.

6.3            Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective upon actual receipt via mail, courier or confirmed email by the party hereto to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.

6.4            Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Company Purchaser, Merger Sub and Guarantor, or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party hereto to exercise any right hereunder in any manner impair the exercise of any such right.

6.5            Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

6.6            Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchaser (other than by merger). None of Purchaser, Merger Sub nor Guarantor may assign this Agreement or any rights or obligations hereunder without the prior written consent of the Company (other than by merger).

6.7            Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

6.8            Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof.

6.9            Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party hereto and delivered to each other party hereto, it being understood that the parties need not sign the same counterpart. In the event that any signature on this Agreement is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a legally valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

6.10          Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties hereto that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

6.11          Replacement of Securities. If any certificate or instrument evidencing any Shares is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity or bond, if requested. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Shares.

6.12          Guarantee. Guarantor absolutely, unconditionally and irrevocably guarantees to the Company, as the primary obligor and not merely as surety, the due and punctual observance, payment, performance and discharge of the obligations of Purchaser pursuant to this Agreement (the “Obligations”); provided, however, that in no event shall the liability of Guarantor under this Section 6.12 be any greater than the aggregate Obligations of Purchaser under this Agreement. If Purchaser fails to pay or perform the Obligations when due, then all of the Guarantor’s liabilities to the Company hereunder in respect of such Obligations shall, at the Company’s option, become immediately due and payable and the Company may at any time and from time to time take any and all actions available hereunder or under applicable Legal Requirements to enforce and collect the Obligations from the Guarantor. In furtherance of the foregoing, Guarantor acknowledges that the Company may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the full amount of the Obligations, regardless of whether any action is brought against Purchaser. To the fullest extent permitted by Legal Requirements, Guarantor hereby expressly and unconditionally waives any and all rights or defenses arising by reason of any Legal Requirement, promptness, diligence, notice of the acceptance of this guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the Obligations incurred and all other notices of any kind; provided, that any defenses to enforcement available to Purchaser hereunder shall be available to Guarantor on the same basis. The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Transaction Documents and that the waivers set forth herein are knowingly made in contemplation of such benefits.

6.13          Remedies. The Company shall be entitled to exercise all rights provided herein or granted by Legal Requirements, including recovery of damages, for any breach of the Transaction Documents.

6.14          Construction. The parties hereto agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments hereto.

6.15          Arbitration. Each party hereto agrees that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity hereof, including the determination of the arbitrability of such a dispute, shall be determined by arbitration in Wilmington, Delaware before one arbitrator. Any arbitration contemplated by this Agreement shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. Each of Purchaser, Merger Sub and Guarantor expressly agrees that, as part of any arbitration contemplated by this Agreement, the arbitrator shall award the Company its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees), to the extent it is the prevailing party, in whole or in part, in connection with such arbitration, together with interest on such amount at a rate equal to the prime rate as published in the Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received. Any award rendered by an arbitrator pursuant to this Agreement shall be final, nonappealable, conclusive and binding upon the parties hereto.

In Witness Whereof, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

²The number of shares purchased shall be that number obtained by dividing $12,000,000 by the Purchase Price.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the undersigned recipient (“Recipient”) covenants and agrees, on behalf of itself and its Representatives (as defined below), as follows:

Recipient is contemplating a possible negotiated business transaction, including a possible business combination (the “Transaction”), with F-star Therapeutics, Inc. (collectively with its affiliates and subsidiaries, the “Company”). In connection therewith, Recipient has requested and will have access to certain Evaluation Information (as defined below). The Company is willing to provide the Evaluation Information to Recipient subject to the terms and conditions of this Confidentiality and Non-Disclosure Agreement (this “Agreement”).

1.             Recipient acknowledges and agrees that all information, data, documents, records and other materials, whether written, oral or electronic, of or relating to the Company and its business (including, but not limited to, financial, commercial, legal, operational, personnel, chemical, pharmaceutical, technical, vendor and supplier information, methods, processes, formulas, compositions, compounds, research and clinical data, results, technologies, inventions, strategies, product and clinical development plans, trade-secrets and know-how) that are furnished or made available to Recipient or any of its Representatives, directly or indirectly, by the Company or any of its Representatives constitute non-public, valuable and confidential information and are the sole and exclusive property of the Company (collectively, the “Evaluation Information”). The Evaluation Information also includes reports and other materials prepared by or on behalf of Recipient to the extent using any of the Evaluation Information, and information furnished or made available by the Company to Recipient for which the Company owes a duty of confidentiality to any third party.

For purposes of this Agreement, a party’s “Representatives” shall include (i) any subsidiary or other affiliate of such party and (ii) any officer, director, partner, member, employee, agent, manager, contractor, advisor, affiliate or other representative of such party or of any of such party’s subsidiaries or other affiliates.

2.            Recipient understands that the Company may suffer irreparable damage if Recipient or any of its Representatives discloses any Evaluation Information in violation of this Agreement. As to any Evaluation Information (whether obtained before, on or after the date hereof), Recipient and its Representatives (a) shall accept and hold such Evaluation Information as secret and confidential and shall not disclose such Evaluation Information to any other person or entity and (b) shall not make any use whatsoever of such Evaluation Information, except for the purpose of evaluating, negotiating and consummating a negotiated, consensual Transaction (the “Purpose”); provided, that Recipient may disclose Evaluation Information to its Representatives that “need to know” such Evaluation Information for the sole purpose of Recipient’s evaluation and negotiation of a Transaction so long as prior to making any such Evaluation Information available to any of such Representatives, Recipient provides such Representatives with a copy of this Agreement and advises them that they are bound by the terms hereof applicable to Recipient; provided, however, that officers, directors, partners, members, employees and/or managers under a general duty of confidentiality to Recipient need not be provided with a copy of this Agreement, but may rather be made aware of the existence of the same by Recipient. Recipient shall be liable for any breach of this Agreement by it or any of its Representatives and shall take all reasonable actions necessary to prevent its Representatives from making any unauthorized disclosure or use of any Evaluation Information.

3.            If Recipient or any of its Representatives becomes (or if it is reasonably likely that any such person or entity shall become) legally compelled to disclose any Evaluation Information pursuant to any applicable law, regulation, binding court order or document discovery request, including applicable securities laws, rules and regulations or stock exchange requirement, then Recipient shall, to the extent permitted by applicable law, provide to the Company written notice of the existence, terms and circumstances surrounding such event as promptly as possible so that the Company may, in its sole discretion, take appropriate action. Recipient shall, to the extent legally permissible, provide the Company, in advance of any such disclosure, with copies of any Evaluation Information that Recipient or such Representative intends to disclose (and, if applicable, the text of the disclosure language itself) and cooperate with the Company to the extent it seeks to prevent or limit such disclosure. If disclosure by public announcement is required, Recipient or such Representative (as applicable) shall, to the extent legally permissible, agree the wording of the public announcement with the Company in advance. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, Recipient or such Representative is nonetheless, on the advice of outside legal counsel, legally compelled to disclose Evaluation Information, Recipient or such Representative (as applicable) may, without liability hereunder, furnish only that portion of the Evaluation Information that, on the advice of such outside legal counsel, Recipient or such Representative (as applicable) is legally required to disclose (and Recipient shall promptly notify the Company of the determination to make such disclosure and the contents of such disclosure) and exercise reasonable best efforts to obtain assurance that confidential treatment shall be accorded such Evaluation Information. In any event, Recipient agrees that it shall not oppose any action by the Company to obtain an appropriate protective order or other assurance that confidential treatment shall be accorded such Evaluation Information. If Recipient is unable by reason of law to inform the Company before Evaluation Information is disclosed under the preceding paragraphs, it shall, to the extent permitted by law, notify the Company as soon as possible after such disclosure of the full circumstances and information disclosed.

4.            Each party agrees that it shall not, and shall cause its Representatives not to, disclose to any other person (other than its Representatives) or entity the existence and contents of this Agreement, the fact that Evaluation Information has been made available to Recipient and that Recipient has been provided with Evaluation Information, the fact that discussions or negotiations between the parties are taking place, may take place or have taken place concerning the Transaction (including the status thereof), or the proposed terms of the Transaction between the parties or the identity of the other party or its affiliates (any of the foregoing information being referred to as “Transaction Information”), except that either party may make such disclosure if it is advised by outside legal counsel that such disclosure is required by law, regulation, binding court order or document discovery request, including applicable securities laws, rules and regulations and the rules of any applicable securities exchange (subject to compliance with the preceding paragraph to the same extent as if it applied to such party). Further, it is understood that nothing in this Agreement shall prevent the Company from having discussions with other parties regarding alternative strategic transactions, so long as the Company complies with its obligations herein.

5.            Recipient understands that any and all Evaluation Information is and shall remain the proprietary and confidential information of the Company and that nothing in this Agreement nor in any disclosure of the Evaluation Information shall be deemed, either expressly or by limitation, to convey any right or license to Recipient to the Evaluation Information or in any intellectual property embodied therein or extractable therefrom.

6.            Recipient acknowledges and agrees that, except pursuant to a definitive written agreement, if any, executed and delivered by and between both parties specifying the terms and conditions of the Transaction, none of the Company or any of its Representatives (a) has made or is making, or shall be deemed to have made or make, any representation or warranty as to the accuracy or completeness of any Evaluation Information, such Evaluation Information being provided to Recipient and its Representatives “as is”, (b) shall have any liability to Recipient or any of its Representatives resulting from the inaccuracy, incompleteness or use of any Evaluation Information or (c) shall have any obligation whatsoever to Recipient or any of its Representatives with respect to the Transaction. The Company shall not have any obligation to provide any particular Evaluation Information to Recipient or any of its Representatives. The Company has no obligation to update or correct any Evaluation Information.

7.            Promptly upon termination of this Agreement, or upon the Company’s request at any time, Recipient shall cause to be returned to the Company or destroyed all Evaluation Information and all items derived from the Evaluation Information which are in the possession of it or any Representatives, including all copies thereof which may have been made by or on behalf of Recipient or its Representatives, except for such copies as may be required to be retained by applicable law. In the event that Recipient elects to destroy such materials, it shall certify in writing to the Company that it has done so.

8.            Recipient shall not, for a period of twelve (12) months from the date hereof, without the prior written consent of the Company, directly or indirectly, solicit for employment or hire any person who is now, or at any time during the period that the Transaction is being evaluated or negotiated, is or was a director, officer or employee (holding a title of vice president or above) of the Company or any of its affiliates; provided, however, that Recipient shall not be precluded from hiring any such person (a) who initiates discussions with Recipient regarding such employment without any direct or indirect solicitation by Recipient, (b) who responds to any general solicitation made by Recipient in the ordinary course via employment agencies, advertisements and other publications not targeted specifically to or focused on employees of the Company or (c) who is being referred by any recruitment or employment firm, provided that firm has not specifically been instructed to solicit any such person.

9.            In consideration for being furnished with the Evaluation Information, for a period of eighteen (18) months from the date hereof, none of Recipient or its controlled affiliates or any of Recipient’s Representatives on behalf of Recipient shall (unless the Company’s Board of Directors (the “Board”) shall otherwise consent in advance), directly or indirectly, alone or acting in concert with any other person or entity:

Notwithstanding the foregoing, the restrictions set forth in this Section 9 shall not restrict the Recipient from making a confidential, non-public offer or proposal to the Board for a potential Transaction; provided, that the making thereof would not reasonably be expected to require public disclosure thereof by the Company. In addition, the provisions of this Section 9 shall be inoperative and have no force or effect if and when (i) any party unaffiliated with the Recipient initiates a tender or exchange offer for more than 50% of the outstanding voting equity securities of the Company which the Company’s Board recommends for at any time, or fails to recommend against within ten (10) business days after the commencement thereof (or subsequently withdraws any such recommendation against), or (ii) the Company publicly announces entering into a definitive agreement with a third party for a transaction involving more than 50% of the Company’s voting equity securities or all or substantially all of the Company’s and its subsidiaries’ assets (taken as a whole) (whether by merger, business combination, tender or exchange offer or otherwise). For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall prohibit the Recipient or its affiliates or Representatives from taking any of the actions contained in this Section 9 following the date which is eighteen (18) months from the date hereof.

10.           While the Purpose is being pursued between the parties, Recipient and its Representatives shall maintain contact with the Company and its Representatives only through Morgan Stanley and any Company executives specifically identified by the Company. Furthermore, while the Purpose is being pursued between the parties, none of the Recipient or any of its Representatives shall contact any other member of a corporate body, shareholder, employees of the Company or any suppliers or other business relations of the Company, provided that the foregoing shall not limit Recipient or any of its Representatives from contacting suppliers or other business relations of the Company in the ordinary course of business unrelated to the Purpose or any potential transaction, so long as they do not violate this Agreement.

11.           This Agreement is binding upon Recipient and its Representatives, and is for the benefit of and enforceable by the Company, its Representatives and their respective heirs, personal representatives, successors and assigns. No failure or delay by the Company or its Representatives in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof.

12.            If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms and provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

13.            Without prejudice to any other rights or remedies the Company may have, Recipient acknowledges and agrees that money damages would not be an adequate remedy for any breach of this Agreement and that the Company shall also be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Agreement.

14.            This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to the choice of law provisions thereof. Recipient agrees that any action or proceeding arising out of or relating to this Agreement shall be brought in a state or federal court located in New York, and Recipient agrees that a summons and complaint commencing an action or proceeding in any of such courts shall be properly served and shall confer personal jurisdiction if served personally or by certified mail upon Recipient at the address appearing on the signature page of this Agreement, or as otherwise provided under applicable law. Recipient waives any defense of inconvenient forum to the maintenance of any action or proceeding.

15.            In the event that any legal action becomes necessary to enforce the Company’s rights under this Agreement, the Company, if successful, shall be entitled, in addition to its court costs, to its reasonable attorneys’ fees, expert witness fees and legal expenses.

16.            The duties and obligations of Recipient contained in this Agreement shall expire three (3) years from the date hereof. Notwithstanding any expiration or termination of this Agreement, in the case of Evaluation Information consisting of trade secrets, all use and non-disclosure obligations of Recipient under this Agreement shall survive the expiration or termination of this Agreement indefinitely.

17.            This Agreement contains the entire agreement between Recipient and the Company concerning the subject matter hereof. No modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon Recipient or the Company, unless approved in writing by each party. Any assignment of Recipient’s rights, obligations or duties under this Agreement by Recipient without the Company’s prior written consent shall be void.

18.            This Agreement may be executed in one or more counterparts, it being understood that all counterpart copies shall constitute but one agreement with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Confidentiality and Non-Disclosure Agreement as of the 17th day of December 2021.

I am writing to set out certain arrangements which we have agreed will apply in relation to your employment with F-Star Therapeutics Limited (the “Employer”) in connection with the transactions contemplated in that certain Agreement and Plan of Merger, entered into as of June 22, 2022, by and among invoX Pharma Limited, a private limited company organized under the laws of England and Wales (“Parent”); Fennec Acquisition Incorporated, a Delaware corporation and a wholly-owned subsidiary of Parent (the “Purchaser”); and F Star Therapeutics Inc, a Delaware corporation (the “Company”), pursuant to which Parent will acquire all of the issued and outstanding stock of the Company pursuant to a cash tender offer and, thereafter, the Purchaser will be merged with and into the Company, with the Company continuing as the surviving corporation in the merger and as a wholly-owned subsidiary of Parent (the “Transaction”).

This letter (the “Agreement”) shall be effective as of the effective time of the closing of the Transaction (the “Closing”). If the Closing does not occur for any reason, this Agreement shall be void ab initio.

subject to any conflict of interests arising that would make your retention of these roles untenable, and only to the extent that the discharge of your duties under your Contract and this Agreement are not impaired as a result. It is specifically agreed for the purposes of clause 19.2 of your Contract, that you may also continue to perform these roles during any Restricted Period.

I would be grateful if you would please sign and date where indicated below to evidence your agreement to the above terms.

953097457.2WE OPERATE IN THE UK AND ITALY AS SHEARMAN & STERLING (LONDON) LLP, A LIMITED LIABILITY PARTNERSHIP ORGANISED IN THE UNITED STATES UNDER THE LAWS OF THE STATE OF DELAWARE, WHICH LAWS LIMIT THE PERSONAL LIABILITY OF PARTNERS. SHEARMAN & STERLING (LONDON) LLP IS AUTHORISED AND REGULATED BY THE SOLICITORS REGULATION AUTHORITY (FIRM SRA NUMBER 211340). A LIST OF ALL PARTNERS’ NAMES, WHICH INCLUDES SOLICITORS AND REGISTERED FOREIGN LAWYERS, IS OPEN FOR INSPECTION AT THE ABOVE ADDRESS. EACH PARTNER OF SHEARMAN & STERLING (LONDON) LLP IS ALSO A PARTNER OF SHEARMAN & STERLING LLP WHICH HAS OFFICES IN THE OTHER CITIES NOTED ABOVE.

F-STAR THERAPEUTICS LIMITED, whose registered office is situated at Eddeva B920, Babraham Research Campus, Cambridge, CB22 3AT (the “Company”); and

ELIOT FORSTER of Red House West, Sotwell Street, Brightwell cum Sotwell, Oxfordshire. OX10 0RG (the “Executive”).

“Closing” means the closing of the transactions contemplated in that certain Agreement and Plan of Merger, entered into as of the date of this Agreement, by and among Parent, Fennec Acquisition Incorporated, a Delaware corporation and a direct wholly-owned subsidiary of Parent (the “Purchaser”); and F-star Therapeutics Inc, a Delaware corporation (the “Target”), pursuant to which Parent will acquire all of the issued and outstanding stock of the Target pursuant to a cash tender offer and, thereafter, the Purchaser will be merged with and into the Target, with the Company continuing as the surviving corporation in the merger and as a wholly-owned subsidiary of Parent (the “Transaction”);

“Confirmatory Settlement Agreement” means the confirmatory settlement agreement to be entered by the Company and the Executive on the Termination Date in the form attached at Schedule 1;

“Employment Agreement” means the employment agreement between the Executive and F-Star Biotechnology Limited dated 22 July 2022 as subsequently transferred to the Company by operation of the UK Transfer of Undertakings (Protection of Employment) Regulations 2006 on 1 June 2021 and as subsequently amended by the letter from the Company to the Executive dated 6 April 2022;

“Parent” means Invox Pharma Limited, a private limited company organized under the laws of England and Wales;

“Termination Date” means the date which is six months following the date on which the Closing occurs (or such earlier date in accordance with clause 3.6); and

This Agreement shall be effective as of the effective time of the Closing. If the Closing does not occur for any reason, this Agreement shall be void ab initio.

Subject to (i) the Executive agreeing to and complying with all of the conditions set out in this Agreement; (ii) receipt by the Company of a copy of this Agreement and the attached letter of resignation both signed by the Executive, and the certificate (in the form attached at Schedule 3) signed by the Executive’s legal adviser; and (iii) receipt by the Company of a copy of the Confirmatory Settlement Agreement signed by the Executive and an additional certificate (in the form attached at Schedule 3) signed by the Executive’s legal adviser (at the time of executing the Confirmatory Settlement Agreement)), effective as of the Termination Date, Employer and Parent will procure that any options or restricted stock units granted to the Executive by Employer or the Company which are, on the Termination Date, then outstanding (if any), will vest in full.

The Company will, subject to the receipt of an invoice from the Executive’s legal advisers, Mayer Brown, 201 Bishopsgate, London EC2M 3AF addressed to the Executive but marked payable by the Company, make a contribution of up to £3,500 (plus VAT) towards the reasonable legal fees (including disbursements) which the Executive has incurred in taking advice in relation to this Agreement and the termination of his employment. The Executive represents and warrants that the payment of such fees will meet conditions A and B set out in section 413A(2) and (3) of ITEPA.

The Company will maintain the Executive’s existing private medical insurance for 6 months following the Termination Date.

The Company will procure that the Executive will continue to be covered for a minimum of six years from the Termination Date under the Company’s directors and officers insurance cover in respect of the period during which the Executive was a director of the Company or any other Group Company on the terms generally applicable to former directors of the Company (subject to such cover being available at reasonable rates and only for so long as the Company maintains such cover for its former directors and officers generally).

To the extent that the Executive has not resigned his directorships of any Group Companies in connection with the Closing, the Executive will resign with immediate effect from his directorship of the Company and from all directorships and offices held with any other Group Companies (and all related trusteeships) by signing and delivering the letter of resignation attached at Schedule 4. Having resigned as a director of the Company, and from such other offices which the Executive holds within the Group, the Executive will not conduct himself in any way which is inconsistent with having surrendered his authority, whether in matters of the internal administration of any other Group Company or externally. Following the Termination Date, the Executive will not represent himself as being a director of, employed by or connected in any way with, any other Group Company.

provided that nothing in this clause 12.2 or elsewhere in this Agreement shall prevent the Executive from (i) making any protected disclosure within the meaning of and in accordance with Part 4A of the Employment Rights Act 1996; and (ii) explaining to prospective new employers that his employment with the Company terminated by mutual agreement.

This Agreement is entered into without any admission on the part of the Company or any other Group Company that it has or they have in any way breached any law or regulation or that the Executive has any claims against the Company or any other Group Company or any of its or their current or former directors, officers or employees.

The Executive hereby agrees to be responsible for the payment of any tax, employee National Insurance contributions and other statutory deductions (whether payable in the United States, the United Kingdom or elsewhere) imposed by any competent taxation authority in respect of any of the payments and benefits provided under this Agreement (other than for the avoidance of doubt, any tax deducted or withheld by the Company in paying the sum referred to in clause 4.1 to the Executive). The Executive further agrees to indemnify the Company and all other Group Companies and keep them indemnified on an ongoing basis against any claim or demand which is made by any competent taxation authority against the Company or any other Group Company in respect of any liability of the Company or any other Group Company to deduct an amount of tax or an amount in respect of tax, employee National Insurance contributions or other statutory deductions from the payments made and benefits provided under this Agreement, including any related interest or penalties imposed by any competent taxation authority (save for any interest or penalties which are payable solely by reason of the Company’s default). The Company shall give the Executive reasonable notice of any demand for tax, employee National Insurance contributions or other statutory deductions which may lead to liabilities on the Executive under this indemnity and shall provide him with reasonable access to any documentation which he may reasonably require to dispute such a claim (providing that nothing in this clause shall prevent the Company and all other Group Companies from complying with their legal obligations with regard to HM Revenue & Customs or other competent body).

This Agreement shall be deemed to be covered by section 111A of the Employment Rights Act 1996, and be without prejudice and subject to contract until such time as it is signed and dated by both parties, when it shall be treated as an open document evidencing a binding agreement.

F-STAR THERAPEUTICS LIMITED, whose registered office is situated at Eddeva B920, Babraham Research Campus, Cambridge, CB22 3AT (the “Company”); and

ELIOT FORSTER of Red House West, Sotwell Street, Brightwell cum Sotwell, Oxfordshire. OX10 0RG UK (the “Executive”).

Words and expressions defined in the First Settlement Agreement shall have the same meanings in this Agreement unless the context so requires.

The Executive’s employment with the Company terminated on the Termination Date.

The parties affirm the First Settlement Agreement which, in accordance with the conditions to which it is subject, will remain in full force and effect.

The Executive hereby represents and warrants that he has not committed a breach of any of the express or implied terms of the Employment Agreement and/or his fiduciary duties which, at the time of the breach, would have entitled the Company to terminate his employment summarily without notice. It is a condition of the payment of the sum set out in clause 4.1 of the First Settlement Agreement that this warranty is and continues to be accurate as at the date of this Agreement.

I, Emma Wayland of Mayer Brown, 201 Bishopsgate, London EC2M 3AF, hereby confirm to F-Star Therapeutics Limited that I am an independent adviser for the purposes of section 203 of the Employment Rights Act 1996 and that I have advised Eliot Forster as to the terms and effect of this Agreement and, in particular, its effect on his ability to pursue his rights before an employment tribunal. There was in force, on the date on which such advice was given, a policy of insurance covering the risk of a claim by Eliot Forster in respect of loss arising in consequence of such advice.

I hereby irrevocably and unconditionally resign from the office of director of the Companies with immediate effect, and I acknowledge and confirm that I have no claim of whatsoever kind outstanding for compensation or otherwise against the Companies, their servants, directors, officers, agents or employees in respect of the termination of my appointments. To the extent that any such claim or right of claim exists or may exist, I hereby irrevocably and unconditionally waive such claim or right of action and release and forever discharge the Companies and all such other persons from all and any liability in respect thereof.

RE: Amendments to Employment Contract Including Certain Retention and Performance Incentive Awards

I am writing to set out the details of certain arrangements relating to your ongoing employment with F-Star Therapeutics Limited (the “Employer”) (including an award to you of certain retention and performance bonuses) that are being offered to you in connection with the transactions contemplated in that certain Agreement and Plan of Merger, entered into as of June 22, 2022, by and among invoX Pharma Limited, a private limited company organized under the laws of England and Wales (“Parent”); Fennec Acquisition Incorporated, a Delaware corporation and a direct wholly-owned subsidiary of Parent (the “Purchaser”); and F-Star Therapeutics, Inc., a Delaware corporation (the “Company”), pursuant to which Parent will acquire all of the issued and outstanding stock of the Company pursuant to a cash tender offer and, thereafter, the Purchaser will be merged with and into the Company, with the Company continuing as the surviving corporation in the merger and as a wholly-owned subsidiary of Parent (the “Transaction”), which is expected to occur in 2022 (“Closing”).

Due to the fact that Parent, the Company and Employer consider that you are critical to the successful consummation of the Transaction and post-Closing integration, both Parent and Employer consider it appropriate to offer you the arrangements set out below to incentivise you to remain with the business after Closing. These arrangements are set out below in this letter (the “Agreement”) and shall amend the relevant terms of your Contract (defined below). In the event of any conflict between this Agreement and your Contract, the terms of this Agreement shall prevail. This Agreement shall be effective as of the effective time of the Closing. If the Closing does not occur for any reason, this Agreement shall be void ab initio.

If prior to the vesting of any tranche of stock incentives which have been granted to you:

then the remaining stock which has been granted to you but not yet vested shall immediately vest and be retained by you (or, in the case of your death, by your heirs, estate or personal representatives). If your employment is terminated due to Cause or due to your resignation other than in circumstances where you are entitled as a matter of law to treat yourself as constructively dismissed prior to vesting of any stock incentives, any unvested portion of your award shall be immediately forfeited for no consideration.

then you (or, in the event of your death, your heirs, estate or personal representatives) shall, within 28 days of the date of the termination of employment or death (as applicable) be paid the Retention Award, in Employer’s next normal payroll following the date of the termination of employment or death (as applicable) (less Deductions). For the avoidance of doubt if, prior to the Relevant Date, you are given notice of termination of employment by Employer other than for Cause where such notice expires after the Relevant Date, you shall be paid the Retention Award in accordance with section 6.2 above.

I would be grateful if you would please sign and date where indicated below to evidence your agreement to the above terms.

* The transaction value is estimated for purposes of calculating the amount of the filing fee only. The calculation is based on the offer to purchase all outstanding shares of common stock, par value $0.0001 per share (“Shares”), of F-star Therapeutics, Inc., a Delaware corporation (“Company”), at $7.12 per share, payable net to the holder in cash, without interest, subject to any withholding taxes required by applicable law. Such Shares consist of (A) 21,584,723 Shares outstanding as of June 22, 2022, to be acquired at $7.12 per share; (B) 803,267 shares of common stock underlying options to purchase Shares as of June 22, 2022 with an exercise price below $7.12, to be acquired at a price equal to the difference between (i) $7.12 and (ii) $4.91 (the weighted-average exercise price of such options); (C) 29,565 shares of common stock underlying options to purchase Shares as of June 22, 2022 with an exercise price below $7.12, to be acquired at a price equal to the difference between (i) $7.12 and (ii) $2.91 (the weighted-average exercise price of such options); and (D) 207,328 shares of common stock issuable pursuant to outstanding restricted stock units to be acquired at a price equal to $7.12, in each case based on information provided by the Company and its outside counsel.

** The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2022 beginning on October 1, 2021, issued August 22, 2021, by multiplying the transaction value by 0.0000927.

		IMPORTANT — SIGN HERE (U.S. Holders Please Also Complete the Enclosed IRS Form W-9) (Non-U.S. Holders Please Obtain and Complete IRS Form W-8BEN or W-8BEN-E or Other Applicable IRS Form W-8) (Signature(s) of Stockholder(s))
		Dated: , 2022
		(Must be signed by registered owner(s) exactly as name(s) appear(s) on Share Certificate(s) or on a security position listing or by person(s) authorized to become registered owner(s) by certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5. For information concerning signature guarantees, see Instruction 1.)
		Name(s): (Please Print)
		Capacity (full title):
		Address:
		(Include Zip Code)
		Area Code and Telephone Number:
		Tax Identification or Social Security No.:

		GUARANTEE OF SIGNATURE(S) (For use by Eligible Institutions only; see Instructions 1 and 5)
		Name of Firm:
		(Including Zip Code)
		Authorized Signature:
		Name:
		(Please Type or Print)
		Area Code and Telephone Number:
		Dated: , 2022
		Place medallion guarantee in space below:

FTI Consulting (PR adviser to invoX)	Tel: +44 (0)20 3727 1000

Julia Bradshaw, Rob Winder, Sam Purewal	E-mail: invoxpharma@fticonsulting.com

	F-STAR THERAPEUTICS, INC.


	Name: Eliot Forster
	Title: President and Chief Executive Officer


	Address for Notice:
	B920 Babraham Research Campus
	Cambridge, UK CB22 3AT

	Email: Eliot.Forster@f-star.com
	Attention: Eliot Forster


	With a copy to (which shall not constitute notice):
	Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
	One Financial Center
	Boston, MA 02111

	Email: wchicks@mintz.com
	Attention: William C. Hicks

PURCHASER:


INVOX PHARMA LIMITED


Name: Benjamin Toogood
Title: Chief Executive Officer


Address for Notice:
invoX Pharma Limited
5 Merchant Square
London, United Kingdom, W2 1AY

Email: tyron.hussey@invoxpharma.com
Attention: Tyron Hussey


With a copy to (which shall not constitute notice):

Shearman & Sterling LLP
599 Lexington Avenue
New York, New York, 10022
Attention:		George A. Casey
		George Karafotias
Email:	george.casey@shearman.com
	gkarafotias@shearman.com


Shares Beneficially
Owned Prior to
Closing: [zero]

	Page
SUMMARY TERM SHEET		i
INTRODUCTION		1
THE TENDER OFFER		3
1. Terms of the Offer		3
2. Acceptance for Payment and Payment for Shares		6
3. Procedures for Accepting the Offer and Tendering Shares		7
4. Withdrawal Rights		10
5. Material U.S. Federal Income Tax Consequences		10
6. Price Range of Shares; Dividends on the Shares		12
7. Certain Information Concerning the Company		13
8. Certain Information Concerning SBP, Parent and Purchaser		14
9. Source and Amount of Funds		15
10. Background of the Offer; Past Contacts or Negotiations with the Company		16
11. The Merger Agreement; Other Agreements		19
12. Purpose of the Offer; Plans for the Company		43
13. Certain Effects of the Offer		44
14. Dividends and Distributions		45
15. Conditions of the Offer		45
16. Certain Legal Matters; Regulatory Approvals		47
17. Appraisal Rights		50
18. Fees and Expenses		51
19. Miscellaneous		52

	Name of Tendering Institution
	Account Number
	Transaction Code Number

	Name(s) of Tendering Stockholder(s)
	Date of Execution of Notice of Guaranteed Delivery
	Name of Institution that Guaranteed Delivery

		The method of delivery of this document is at the election and risk of the tendering stockholder. If such delivery is by mail, it is recommended that the Shares (or share certificates), the Letter of Transmittal and all of the required documents be sent by properly insured registered mail with return receipt requested. In all cases, sufficient time should be allowed to ensure timely delivery. Number of Shares to be Tendered:				SIGN HERE
		Shares*				Signature(s)
		Account No. Dated , 2022 Area Code and Phone Number Tax Identification Number / Social Security Number



						Please Print name(s) and address(es) here

MERGER SUB:


FENNEC ACQUISITION INCORPORATED


Name: Benjamin Toogood
Title: Chief Executive Officer

Address for Notice:
c/o invoX Pharma Limited
5 Merchant Square
London, United Kingdom, W2 1AY

Email: tyron.hussey@invoxpharma.com
Attention: Tyron Hussey


With a copy to (which shall not constitute notice):

Shearman & Sterling LLP
599 Lexington Avenue
New York, New York, 10022
Attention:		George A. Casey
		George Karafotias
Email:	george.casey@shearman.com
	gkarafotias@shearman.com

GUARANTOR:


SINO BIOPHARMACEUTICAL LIMITED


Name: Benjamin Toogood
Title: Authorized Signatory

Address for Notice:
Unit 09, 41st Floor, Office Tower Convention Plaza 1 Harbour Road, Wanchai Hong Kong

Email: mabel.leung@sino-biopharm.com
Attention: Mabel Leung

With a copy to (which shall not constitute notice):

Shearman & Sterling LLP
599 Lexington Avenue
New York, New York, 10022
Attention:		George A. Casey
		George Karafotias
Email:	george.casey@shearman.com
	gkarafotias@shearman.com

Name			Shares of Common Stock to be Purchased		Purchase Price for Common Stock
[Purchaser]			[________]²		$	12,000,000

SINO BIOPHARMACEUTICAL LIMITED

By:	/s/ Ben Toogood
	Name:	Ben Toogood
	Title:	Head of Global BD     12/17/2021

F-STAR THERAPEUTICS, INC.

By:	/s/ Eliot Forster
	Name:	Eliot Forster
	Title:	Chief Executive Officer

Clause		Page

1.	Interpretation	3

2.	Conditionality	4

3.	Arrangements Prior to Termination	4

4.	Termination Payments	5

5.	Options/RSUs	5

6.	Legal Fees	6

7.	Private Medical Insurance	6

8.	Directors and Officers Insurance	6

9.	Waiver of Claims	6

10.	Warranties	7

11.	Resignation of Directorship	8

12.	Confidentiality	9

13.	Return of Property/Assistance	10

14.	No Admission of Liability	10

15.	Tax Indemnity	10

16.	Subject to Contract and Without Prejudice	11

17.	Miscellaneous	11

SCHEDULE 1 Confirmatory Settlement Agreement		13

SCHEDULE 2 Claims		17

SCHEDULE 3 Legal Adviser’s Certificate		20

SCHEDULE 4 Resignation Letter		21

SIGNED as a DEED	)
and DELIVERED	)
by ELIOT FORSTER	)
in the presence of :	)

	Transaction Valuation*		Fee Rate		Amount of Filing Fee
Fees to Be Paid	$	157,059,092		0.0000927	$	14,559
Fees Previously Paid	$	0			$	0
Total Transaction Valuation	$	157,059,092
Total Fees Due for Filing					$	14,559
Total Fees Previously Paid					$	0
Total Fee Offsets					$	0
Net Fees Due					$	14,559