Exhibit 4.3

DATED 1 JULY 2024

SCANCELL HOLDINGS PLC

AND

THE HOLDERS OF THE NIL RATE

UNSECURED CONVERTIBLE LOAN NOTES

2025 AND THE 3% UNSECURED CONVERTIBLE

LOAN NOTES 2025 LISTED HEREIN

AGREEMENT REGARDING AMENDMENT OF

LOAN NOTE INSTRUMENTS AND PARTIAL REDEMPTION OF LOAN NOTES

COOLEY (UK) LLP, 22 BISHOPSGATE, LONDON EC2N 4BQ, UK

T: +44 (0) 20 7583 4055 F: +44 (0) 20 7785 9355 WWW.COOLEY.COM

CONTENTS

THIS DEED is made on 1 July 2024

BETWEEN:

(1)           SCANCELL HOLDINGS PLC (incorporated and registered in England and Wales under company registration number 06564638), the registered office of which is at Bellhouse Building, Sanders Road, Oxford Science Park, Oxford OX4 4GD, United Kingdom (the “Company”); and

(2)          REDCO I, L.P., REDMILE BIOPHARMA INVESTMENTS II, L.P., REDMILE CAPITAL OFFSHORE FUND (ERISA), LTD., REDMILE CAPITAL OFFSHORE II MASTER FUND, LTD., REDMILE STRATEGIC MASTER FUND, LP and REDMILE CAPITAL OFFSHORE II MASTER FUND, LTD – STRAT each c/o Redmile Group, LLC, One Letterman Drive, Suite D3-300, San Francisco, CA 94129 (the “Noteholders”).

WHEREAS:

(A)          The Noteholders are all of the holders of the outstanding August 2020 Loan Notes and the November 2020 Loan Notes.

(B)          The Parties have agreed to make certain amendments to the terms of the August 2020 Loan Notes and the November 2020 Loan Notes. Copies of the August 2020 Loan Note Instrument and the November 2020 Loan Note Instrument reflecting these amendments (as well as the amendments made pursuant to the 2021 Deed of Amendment, where relevant) are set out in Appendix 2 and Appendix 3, respectively, to this Deed.

(C)          Following the making of these amendments to the November 2020 Loan Note Instrument, the Company has agreed to give its consent to a partial redemption of £450,000.00 (in aggregate) of principal amount of the November 2020 Loan Notes held by Redco I, L.P., Redmile Capital Offshore Fund (ERISA), Ltd., and Redmile Strategic Master Fund, LP in the proportions set out in clause 3.1 of this Deed.

THIS DEED WITNESSES AS FOLLOWS:

In this Deed, unless the context otherwise requires, the following words and expressions shall have the meanings set out below:

“2021 Deed of Amendment” means the deed of amendment to the Loan Note Instruments dated 27 October 2021;

“August 2020 Loan Notes” means the Nil Rate Unsecured Convertible Loan Notes 2025 of the Company with an aggregate value of £6 million constituted by the August 2020 Loan Note Instrument;

“August 2020 Loan Note Instrument” means the deed constituting the August 2020 Loan Notes dated 12 August 2020, as amended by the 2021 Deed of Amendment;

“Deed of Amendment” means the deed of amendment of the Loan Note Instruments, the form of which is set out in Appendix 1;

“Deed” means this deed;

“Loan Notes” means the August 2020 Loan Notes and the November 2020 Loan Notes;

“Loan Note Instruments” means the August 2020 Loan Note Instrument and the November 2020 Loan Note Instrument;

“Noteholders” means the registered holders of the August 2020 Loan Notes and the November 2020 Loan Notes;

“November 2020 Loan Notes” means the 3% Unsecured Convertible Loan Notes 2025 of the Company with an aggregate value of £17,900,748 constituted by the November 2020 Loan Note Instrument; and

“November 2020 Loan Note Instrument” means the deed constituting the November 2020 Loan Notes dated 10 November 2020, as amended by the 2021 Deed of Amendment.

together, the “Redeeming Noteholders”. The remaining holdings of November 2020 Loan Notes by the Redeeming Noteholders after this redemption will be as set out in the Schedule in the column headed “Principal amount of November 2020 Loan Notes held following the redemption pursuant to clause 3 of this Deed”.

Provided that the Company does not elect for a Share Settlement (as defined and provided for in Condition 2.5 in Schedule 3 to the November 2020 Loan Note Instrument) in respect of a particular Interest Payment (as defined in the November 2020 Loan Note Instrument), following the amendment of Condition 2.2 in Schedule 3 to the November 2020 Loan Note Instrument, each Interest Payment shall be deferred and accrued as set out in the Schedule under the headings “Interest for Period (11 November 2023 to 10 November 2024)”, “Interest for Period (11 November 2024 to 10 November 2025)”, Interest for Period (11 November 2025 to 10 November 2026)” and “Interest for Period (11 November 2026 to 10 November 2027)”, respectively, and paid by the Company to the relevant Noteholders on the Redemption Date in the proportions set out in the Schedule under the heading “Total Accrued Interest (11 November 2023 to 10 November 2027)”.

This Deed and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.

The Company and all Noteholders irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Deed or its subject matter or formation.

A person who is not party to this Deed has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of, or enjoy any benefit under, this Deed.

THE SCHEDULE: DETAILS OF REDEMPTIONS, PRINCIPAL AMOUNTS AND ACCRUED INTEREST PAYMENTS

APPENDIX 1

FORM OF DEED OF AMENDMENT

DATED _________________ 2024

SCANCELL HOLDINGS PLC

DEED OF AMENDMENT OF

DEED CONSTITUTING NIL RATE UNSECURED

CONVERTIBLE LOAN NOTES 2025 DATED 12 AUGUST 2020

AND

DEED CONSTITUTING 3% UNSECURED CONVERTIBLE

LOAN NOTES 2025 DATED 10 NOVEMBER 2020

Cooley (UK) LLP, 22 BISHOPSGATE, London EC2N 4BQ, UK

T: +44 (0) 20 7583 4055 F: +44 (0) 20 7785 9355 www.cooley.com

CONTENTS

THIS DEED is made on 2024

BY:

SCANCELL HOLDINGS PLC (incorporated and registered in England and Wales under company registration number 06564638), the registered office of which is at Bellhouse Building, Sanders Road, Oxford Science Park, Oxford OX4 4GD, United Kingdom (the “Company”).

WHEREAS:

(A)          Pursuant to a resolution of its board of directors passed on 11 August 2020, the Company authorised the creation and issuance of £6 million of the August 2020 Loan Notes under the August 2020 Loan Note Instrument.

(B)           Pursuant to a resolution of a committee of its board of directors passed on 5 November 2020, the Company authorised the creation and issuance of £17,900,748 of the November 2020 Loan Notes

(C)           Pursuant to the 2021 Deed of Amendment, the Company amended the terms of the Loan Note Instruments.

(D)          Pursuant to Condition 8 set out in Schedule 3 to each of the August 2020 Loan Note Instrument and the November 2020 Loan Note Instrument, Qualifying Noteholder Consent (as defined in each of the August 2020 Loan Note Instrument and the November 2020 Loan Note Instrument) has been given to the amendments set out in this Deed pursuant to an agreement between the Company and the Noteholders dated ________________ 2024.

(E)           The Company now wishes to amend certain provisions of the August 2020 Loan Note Instrument and the November 2020 Loan Note Instrument as set out in this Deed.

THIS DEED WITNESSES AS FOLLOWS:

In this Deed, unless the context otherwise requires, the following words and expressions shall have the meanings set out below:

“2021 Deed of Amendment” means the deed of amendment to the Loan Note Instruments dated 27 October 2021;

“August 2020 Loan Notes” means the Nil Rate Unsecured Convertible Loan Notes 2025 of the Company with an aggregate value of £6 million constituted by the August 2020 Loan Note Instrument;

“August 2020 Loan Note Instrument” means the deed constituting the August 2020 Loan Notes dated 12 August 2020, as amended by the 2021 Deed of Amendment;

“Business Day” means any day on which the banks are open for business in London (excluding Saturdays, Sundays and public holidays);

“Deed” means this deed;

“Loan Notes” means the August 2020 Loan Notes and the November 2020 Loan Notes;

“Loan Note Instruments” means the August 2020 Loan Note Instrument and the November 2020 Loan Note Instrument;

“Noteholders” means the registered holders of the August 2020 Loan Notes and the November 2020 Loan Notes;

“November 2020 Loan Notes” means the 3% Unsecured Convertible Loan Notes 2025 of the Company with an aggregate value of £17,900,748 constituted by the November 2020 Loan Note Instrument; and

“November 2020 Loan Note Instrument” means the deed constituting the November 2020 Loan Notes dated 10 November 2020, as amended by the 2021 Deed of Amendment.

“Loan Notes” means the Nil Rate Unsecured Convertible Loan Notes 2027 of the Company with an aggregate value of £6 million constituted by this Deed;

“Redemption Date” means 12 August 2027 (or, if such day is not a Business Day, the next succeeding Business Day) or such earlier date as may be deemed to be a Redemption Date upon the election by a Noteholder in accordance with condition 11.2 set out in Schedule 3; and

Unless previously repaid or redeemed by the Company and cancelled or converted into Ordinary Shares in accordance with Condition 9 and subject to the delivery of the certificate(s) representing Loan Notes in accordance with paragraph 3.2 of this Schedule 3, the Loan Notes will be redeemed in full by repayment of the principal amount by the Company on the Redemption Date (or may be redeemed in whole or in part prior to the Redemption Date where the Company and the Noteholders have agreed in writing to such full or partial redemption) (subject to any deduction or withholding required by law in respect of any tax).

“2027 Nil Rate Loan Notes” means the Nil Rate Unsecured Convertible Loan Notes 2027 constituted by a deed executed by the Company on 12 August 2020;

“Loan Notes” means the 3% Unsecured Convertible Loan Notes 2027 of the Company with an aggregate value of £17,900,748 constituted by this Deed;

“Redemption Date” means 10 November 2027 (or, if such day is not a Business Day, the next succeeding Business Day) or such earlier date as may be deemed to be a Redemption Date upon the election by a Noteholder in accordance with Condition 11.2 set out in Schedule 3;

Interest shall accrue in respect of each Interest Period (less any tax required by law to be deducted or withheld from such amount, including by way of retention or non-issue of Ordinary Shares in accordance with Condition 2.7 below) to the persons who were registered as Noteholders at the close of business on the date immediately prior to the relevant Interest Payment Date on the principal amount of the Loan Notes then outstanding in arrears on each Interest Payment Date for the Interest Period ending on that Interest Payment Date (an “Interest Payment”). On each Interest Payment Date, provided that a Share Settlement has not been elected for by the Company pursuant to Condition 2.5 below, an amount equal to the amount of interest due on that Interest Payment Date shall be deferred and accrued until the Redemption Date and the Company shall have no obligation to make any payment in cash or through a Share Settlement in respect of such amount of interest on such Interest Payment Date. Each Interest Payment that has not been settled by a Share Settlement shall become due and payable by the Company to the Noteholders on the Redemption Date.

The Company may, at its election, choose to settle an Interest Payment by the allotment and issue of new Ordinary Shares (a “Share Settlement”), save that the Company shall not be entitled to make such an election without first having obtained prior Qualifying Noteholder Consent if, and to the extent that, any Share Settlement would, if completed, result in the Noteholders holding shares carrying 30% or more of the voting rights of the Company. For the avoidance of doubt, where the Company elects for a Share Settlement in accordance with this Condition 2.5, no amount corresponding to an Interest Payment settled by Share Settlement in accordance with this Condition 2.5 shall be payable on the Redemption Date in accordance with Condition 2.2 in respect of the Interest Period ending on the relevant Interest Payment Date.

Unless previously repaid or redeemed by the Company and cancelled or converted into Ordinary Shares in accordance with Condition 9, 11 and/or 12 and subject to the delivery of the certificate(s) representing Loan Notes in accordance with paragraph 3.2 of this Schedule 3, the Loan Notes will be redeemed in full by repayment of the principal amount together with any accrued but unpaid interest by the Company on the Redemption Date (or may be redeemed in whole or in part prior to the Redemption Date where the Company and the Noteholders have agreed in writing to such full or partial redemption) (subject to any deduction or withholding required by law in respect of any tax).

Provided they have not been repaid or redeemed, the Loan Notes held by Noteholders are convertible in whole or in part (provided that any partial conversion shall be for Loan Notes with a principal amount of at least £100) at the election of a Noteholder into Ordinary Shares. Conversion is subject to a Noteholder completing and depositing with the Company at its registered office a duly completed notice of conversion (a “Conversion Notice”) in the form endorsed on the Certificate together with the certificate relating to the Loan Notes to be converted at least 10 Business Days prior to the Conversion Date specified in the Conversion Notice (which shall be at least 10 Business Days after the date of the Conversion Notice).

The Company shall procure that within 10 Business Days of the date of this Deed, subject to receipt by the Company of the existing Loan Note certificates from the Noteholders, new certificates for the Loan Notes reflecting the changes in this Deed shall be prepared and distributed to the Noteholders.

This Deed and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.

The Company and all Noteholders irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Deed or its subject matter or formation.

EXECUTED as a deed and delivered by the Company on the date of this Deed.

 

Executed as a deed and delivered	)
by SCANCELL HOLDINGS PLC	)
Acting by
		Director
In the presence of
		Witness

APPENDIX 2

DATED 12 AUGUST 2020

SCANCELL HOLDINGS PLC

DEED

CONSTITUTING NIL RATE

UNSECURED CONVERTIBLE LOAN

NOTES 2027

COOLEY (UK) LLP, 22 BISHOPSGATE, LONDON EC2N 4BQ, UK

T: +44 (0) 20 7583 4055 F: +44 (0) 20 7785 9355 WWW.COOLEY.COM

CONTENTS

THIS DEED is made on 12 August 2020

BY:

(1)           SCANCELL HOLDINGS PLC (incorporated and registered in England and Wales under company registration number 06564638), the registered office of which is at Bellhouse Building Sanders Road, Oxford Science Park, Oxford OX4 4GD, United Kingdom (the “Company”).

WHEREAS:

(A)          On or around the date of this Deed, the Company expects to complete:

(B)           The Company has resolved, pursuant to a resolution of its Board passed on 11 August 2020 to create the Loan Notes.

(C)           The net proceeds of the Capital Raise, in addition to the Company’s existing cash resources and anticipated tax credits, will be used to:

(D)           The Company has determined to constitute the Loan Notes in the manner and subject to the Conditions set out in this Deed.

IT IS AGREED:

In this Deed, unless the context requires otherwise:

“AIM” means the market of that name operated by the London Stock Exchange;

“Board” means the board of Directors or a duly authorised committee thereof;

“Business Day” means any day on which the banks are open for business in London (excluding Saturdays, Sundays and public holidays);

“Capital Raise” has the meaning given in recital (A);

“CA 2006” means the United Kingdom Companies Act 2006;

“Conditions” means the conditions of the Loan Notes to be endorsed on each Loan Note set out in Schedule 3 (as modified from time to time in accordance with Schedule 3);

“Conversion Event” has the meaning given to it in Condition 11.1;

“Conversion Notice” has the meaning given to it in Condition 9.1;

“Conversion Rate” has the meaning given to it in Condition 9.2;

“CREST” means the system enabling title to securities to be evidenced and transferred in dematerialised form operated by Euroclear UK & Ireland;

“Directors” means all of the directors of the Company from time to time;

“General Meeting” means the general meeting of Shareholders of the Company held on 11 August 2020;

“Indebtedness” means the aggregate outstanding and unconverted principal amount for the time being payable in respect of the Loan Notes (less tax where deduction of tax is required by law in respect of those Loan Notes);

“Loan Notes” means the Nil Rate Unsecured Convertible Loan Notes 2027 of the Company with an aggregate value of £6 million constituted by this Deed;

“London Stock Exchange” means London Stock Exchange plc;

“Mandatory Bid” means a requirement to make an offer for all of the Ordinary Shares pursuant to the provisions of Rule 9 the Takeover Code (or such rule succeeding to such Rule 9);

“Noteholder” means the person at the relevant time entered in the Register as a holder of any Loan Notes;

“Open Offer” has the meaning given in recital (A);

“Ordinary Shares” has the meaning given in recital (A);

“Placing” has the meaning given in recital (A);

“£” or “pounds sterling” means the lawful currency of the United Kingdom;

“Qualifying Noteholder Consent” means the written consent of Noteholders holding, in aggregate, not less than 75% in value of the Loan Notes;

“Redemption Date” means 12 August 2027 (or, if such day is not a Business Day, the next succeeding Business Day) or such earlier date as may be deemed to be a Redemption Date upon the election by a Noteholder in accordance with Condition 11.2 set out in Schedule 3;

“Redmile” has the meaning given in recital (A);

“Redmile Affiliate” has the meaning given in Condition 5.4;

“Register” means the register of Noteholders maintained by or on behalf of the Company pursuant to this Deed;

“Shareholders” means holders of Ordinary Shares whose names appear on the Company’s register of members;

“Subscription” has the meaning given in recital (A);

“Takeover Code” means the City Code on Takeovers and Mergers in the UK as administered by the Panel on Takeovers and Mergers;

“United States” or “U.S.” means the United States of America, its members and possessions, any State of the United States and the District of Columbia and all other areas subject to its jurisdiction;

“U.S. Securities Act” means the U.S. Securities Act of 1933 (as amended); and

“Vulpes” has the meaning given in recital (A).

No interest shall be payable on the Loan Notes by the Company to the Noteholders.

As and when the Loan Notes or any of them are required to be redeemed or repaid in accordance with the Conditions, the Company shall pay to the Noteholders the full amount of the Indebtedness payable in respect of the Loan Notes held by them that are being redeemed or repaid. The Loan Notes shall be redeemed in pounds sterling only.

The Loan Notes have not been and will not be registered under the U.S. Securities Act and may only be offered or sold by the Company (i) outside the United States in an “offshore transaction” in compliance with Regulation S under the U.S. Securities Act or (ii) inside the United States to a “qualified institutional buyer” as defined under Rule 144A to the U.S. Securities Act in a transaction not involving a “public offering” within the meaning of Section 4(a)(2) of the U.S. Securities Act pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No Loan Notes will be offered or sold, directly or indirectly, in Canada, Australia, the Republic of Ireland, the Russian Federation, the Republic of South Africa, New Zealand or Japan.

The Loan Notes are convertible in whole into Ordinary Shares in accordance with Conditions 9 to 11 of Schedule 3.

The Loan Notes are not capable of being dealt in on any stock exchange in the United Kingdom or elsewhere and no application has been or is intended to be made to any stock exchange for the Loan Notes to be listed or otherwise traded.

A copy of this Deed shall be kept at the registered office of the Company and any Noteholder and any person authorised by a Noteholder may at all reasonable times during office hours inspect it.

A memorandum of execution of any deed supplemental to this Deed shall be endorsed by the Company on this Deed.

This Deed is enforceable under the Contracts (Rights of Third Parties) Act 1999 by the Company and each Noteholder, but not by any other person.

EXECUTED as a deed and delivered by the Company on the date of this Deed.

SCHEDULE 1

FORM OF LOAN NOTE CERTIFICATE

SCANCELL HOLDINGS PLC

(incorporated and registered in England and Wales under company registration number 06564638)
(the “Company”)

Nil Rate Unsecured Convertible Loan Notes 2027

Issued in accordance with the Company’s memorandum and articles of association and pursuant to a resolution of the Board passed on 11 August 2020.

This is to certify that [·] (“Noteholder”) is the registered holder of £[·] in principal amount of Nil Rate Unsecured Convertible Loan Notes 2027 (“Loan Notes”) constituted by a deed entered into by the Company on 12 August 2020 (as amended and in force from time to time) (“Deed”) and issued with the benefit of, and subject to, the Conditions and other provisions contained in such Deed. Words and expressions defined in the Deed shall, unless the context requires otherwise, have the same meaning when used in this certificate.

No interest is payable on the Loan Notes. The Loan Notes are repayable and redeemable in accordance with Condition 3 of Schedule 3.

The Loan Notes are not transferable. No transfer of any Loan Notes will be registered by the Company. The Loan Notes are convertible into Ordinary Shares in accordance with Condition 9 of Schedule 3.

A copy of the Deed is available for inspection at the registered office of the Company at John Eccles House, Robert Robinson Avenue, Oxford Science Park, Oxford OX4 4GP, United Kingdom. Copies may be obtained by any Noteholder upon request and upon payment of a reasonable fee.

The Loan Notes shall be governed by and construed in accordance with English law and all claims and disputes (including non-contractual claims and disputes) arising out of or in connection with this Deed or the Loan Notes, their subject matter, negotiation or formation will be determined in accordance with English law

This Loan Note certificate is executed and delivered as a deed by the Company on [·] August 2020.

SCHEDULE 2

NOTICE OF CONVERSION

To: Scancell Holdings plc

Bellhouse Building Sanders Road

Oxford Science Park

Oxford

OX4 4GD

Nil Rate Unsecured Convertible Loan Notes 2027

We refer to the Nil Rate Unsecured Convertible Loan Notes 2027 (“Loan Notes”) constituted by a deed entered into by the Company on 12 August 2020 (as amended and in force from time to time) (“Deed”) and issued with the benefit of, and subject to, the Conditions and other provisions contained in such Deed. Words and expressions defined in the Deed shall, unless the context requires otherwise, have the same meaning when used in this notice.

We, being the registered holder(s) of the Loan Notes wish to convert into Ordinary Shares [[all] [£[·]] in nominal value] of the Loan Notes held in our name in accordance with the conditions to which the Loan Notes are subject.

We enclose our certificate(s) relating to all of the Loan Notes in respect of which conversion is being made.

We confirm that the principal amount of £[·] shall be applied in paying up in full Ordinary Shares and that we will take such Ordinary Shares with the rights and restrictions set out in the memorandum and articles of association of the Company.

SCHEDULE 3

CONDITIONS

Words and expressions defined in the Deed shall bear the same meanings when used in this schedule.

The Loan Notes are issued in amounts or multiples of £1 in principal amount and constitute unsecured and unsubordinated obligations of the Company.

No interest shall be payable by the Company to the Noteholders on the Loan Notes.

To the extent Loan Notes are repaid, redeemed or converted they shall forthwith be cancelled and shall not be available for re-issue.

The Loan Notes have not been and will not be registered under the U.S. Securities Act and may only be offered or sold by the Company (i) outside the United States in an “offshore transaction” in compliance with Regulation S under the U.S. Securities Act or (ii) inside the United States to a “qualified institutional buyer” as defined under Rule 144A to the U.S. Securities Act in a transaction not involving a “public offering” within the meaning of Section 4(a)(2) of the U.S. Securities Act pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No Loan Notes will be offered or sold, directly or indirectly, in Canada, Australia, the Republic of Ireland, the Russian Federation, the Republic of South Africa, New Zealand or Japan.

Any amount due in respect of principal money upon any Loan Notes which remains unclaimed for a period of 10 years by the relevant Noteholder, from the date on which the relevant payment first becomes due, shall revert to the Company and the relevant Noteholder shall cease to be entitled to it, and the Register will be amended to reflect any such reversion.

provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Rate shall be recomputed accordingly as of the close of business on such date and thereafter the Conversion Rate shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions, if any. Any adjustment under this Condition 10.2 shall become effective at the close of business on the relevant record date.

In the event that the application of the above fraction would result in an increase in the Conversion Rate, then no adjustment shall be made hereunder. If the Company distributes assets other than cash, the amount per outstanding share of the distribution shall be calculated by reference to the fair market value of the assets distributed as determined in good faith by the Directors. Any adjustment under this Condition 10.3 shall become effective at the close of business on the relevant record date.

A + C

A + B

where:

A is the number of Ordinary Shares in issue immediately before the issue of such Ordinary Shares or the grant of such options, warrants or rights;

B is the number of Ordinary Shares which the aggregate consideration (if any) receivable for the issue of such Ordinary Shares or, as the case may be, for the Ordinary Shares to be issued or otherwise made available upon the exercise of any such options, warrants or rights, would purchase at such Closing Price on the date of the first public announcement of the terms of such issue or grant as aforesaid; and

C is the number of Ordinary Shares to be issued pursuant to such issue of such Ordinary Shares or, as the case may be, the maximum number of Ordinary Shares which may be issued upon exercise of such options, warrants or rights calculated as at the date of issue of such options, warrants or rights, provided that if, on the Effective Date, such number of Ordinary Shares is to be determined by reference to the application of a formula or other variable feature or the occurrence of any event at some subsequent time, then for the purposes of this Condition 10.5, “C” shall be determined by the application of such formula or variable feature or as if the relevant event occurs or had occurred as at the Effective Date and as if such conversion, exchange, subscription, purchase or acquisition had taken place on the Effective Date.

Such adjustment shall become effective on the Effective Date which means, in respect of this Condition 10.5, the date of issue of such Ordinary Shares or, as the case may be, the issue or grant of such options, warrants or rights.

APPENDIX 3

DATED: 10 November 2020

SCANCELL HOLDINGS PLC

DEED

CONSTITUTING 3%

UNSECURED CONVERTIBLE LOAN

NOTES 2027

COOLEY (UK) LLP, 22 BISHOPSGATE, LONDON EC2N 4BQ, UK

T: +44 (0) 20 7583 4055 F: +44 (0) 20 7785 9355 WWW.COOLEY.COM

CONTENTS

COOLEY (UK) LLP, 22 BISHOPSGATE, LONDON EC2N 4BQ, UK

T: +44 (0) 20 7583 4055 F: +44 (0) 20 7785 9355 WWW.COOLEY.COM

THIS DEED is made on 10 November 2020

BY:

SCANCELL HOLDINGS PLC (incorporated and registered in England and Wales under company registration number 06564638), the registered office of which is at Bellhouse Building Sanders Road, Oxford Science Park, Oxford OX4 4GD, United Kingdom (the “Company”).

WHEREAS:

(A)          The Company has resolved, pursuant to a resolution of a committee of its Board passed on 5 November 2020 to create the Loan Notes.

(B)           The Company has determined to constitute the Loan Notes in the manner and subject to the Conditions set out in this Deed.

IT IS AGREED:

In this Deed, unless the context requires otherwise:

“2027 Nil Rate Loan Notes” means the Nil Rate Unsecured Convertible Loan Notes 2027 constituted by a deed executed by the Company on 12 August 2020;

“AIM” means the market of that name operated by the London Stock Exchange;

“Board” means the board of Directors or a duly authorised committee thereof;

“Business Day” means any day on which the banks are open for business in London (excluding Saturdays, Sundays and public holidays);

“CA 2006” means the United Kingdom Companies Act 2006;

“Conditions” means the conditions of the Loan Notes to be endorsed on each Loan Note set out in Schedule 3 (as modified from time to time in accordance with Schedule 3);

“Conversion Notice” has the meaning given to it in Condition 9.1;

“Conversion Price” has the meaning given to it in Condition 9.2;

“Conversion Rate” has the meaning given to it in Condition 9.2;

“CREST” means the system enabling title to securities to be evidenced and transferred in dematerialised form operated by Euroclear UK & Ireland;

“Directors” means all of the directors of the Company from time to time;

“General Meeting” means the adjourned general meeting of Shareholders of the Company held on 5 November 2020;

“HMRC” means HM Revenue & Customs;

“Indebtedness” means the aggregate outstanding and unconverted principal amount for the time being payable in respect of the Loan Notes, together with all accrued but unpaid interest (less tax where deduction of tax is required by law in respect of those Loan Notes);

“Interest Payment” has the meaning given in Condition 2.2;

“Interest Payment Date” means 10 November in each year or, if such date is not a Business Day, the next following Business Day;

“Interest Period” means the period from the date of issue of each Loan Note up to the first Interest Payment Date and each subsequent period from (and including) the day immediately following an Interest Payment Date up to (and including) the next following Interest Payment Date;

“Loan Notes” means the 3% Unsecured Convertible Loan Notes 2027 of the Company with an aggregate value of £17,900,748 constituted by this Deed;

“London Stock Exchange” means London Stock Exchange plc;

“Mandatory Bid” means a requirement to make an offer for all of the Ordinary Shares pursuant to the provisions of Rule 9 the Takeover Code (or such rule succeeding to such Rule 9);

“Nasdaq IPO” means the admission of any of the Ordinary Shares or securities representing the Ordinary Shares (including, without limitation, American depositary receipts or American depositary shares) to the Nasdaq Stock Market and the registration with the U.S. Securities and Exchange Commission (if required) of the Ordinary Shares or securities representing the Ordinary Shares;

“Noteholder” means the person at the relevant time entered in the Register as a holder of any Loan Notes;

“Ordinary Shares” means ordinary shares of nominal value 0.1 pence each in the capital of the Company;

“£” or “pounds sterling” means the lawful currency of the United Kingdom;

“Qualifying Noteholder Consent” means the written consent of Noteholders holding, in aggregate, not less than 75% in value of the Loan Notes;

“Redemption Date” means 10 November 2027 (or, if such day is not a Business Day, the next succeeding Business Day) or such earlier date as may be deemed to be a Redemption Date upon the election by a Noteholder in accordance with Condition 11.2 set out in Schedule 3;

“Redmile” means certain funds managed by Redmile Group, LLC;

“Redmile Affiliate” has the meaning given in Condition 5.4;

“Register” means the register of Noteholders maintained by or on behalf of the Company pursuant to this Deed;

“Retained Shares” has the meaning given in Condition 2.6;

“Share Settlement” has the meaning given in Condition 2;

“Shareholders” means holders of Ordinary Shares whose names appear on the Company’s register of members;

“Takeover Code” means the City Code on Takeovers and Mergers in the UK as administered by the Panel on Takeovers and Mergers;

“Takeover Conversion Event” has the meaning given to it in Condition 11.1;

“United States” or “U.S.” means the United States of America, its members and possessions, any State of the United States and the District of Columbia and all other areas subject to its jurisdiction; and

“U.S. Securities Act” means the U.S. Securities Act of 1933 (as amended).

Until the Loan Notes are converted, repaid or redeemed in accordance with the Conditions, interest shall accrue on the principal amount of the Loan Notes which are outstanding at the rate of 3% per annum.

As and when the Loan Notes or any of them are required to be redeemed or repaid in accordance with the Conditions, the Company shall pay to the Noteholders the full amount of the Indebtedness payable in respect of the Loan Notes held by them that are being redeemed or repaid. The Loan Notes shall be redeemed in pounds sterling only.

At any time after the Loan Notes or any of them are required to be repaid or interest is required to be paid in accordance with the Conditions, a Noteholder may (subject to them having delivered a duly completed Notice of Repayment to the Company) without further notice, institute such proceedings as such Noteholder thinks fit to enforce payment of the monies then due and payable in accordance with this Deed.

No transfer of any Loan Notes will be registered by the Company, save in the case of a transfer in accordance with Condition 5.4 of Schedule 3 or transmission on the bankruptcy of a Noteholder, and in such case the transfer may only be effected in an offshore transaction compliance with Regulation S under the U.S. Securities Act.

The Loan Notes have not been and will not be registered under the U.S. Securities Act and may only be offered or sold by the Company (i) outside the United States in an “offshore transaction” in compliance with Regulation S under the U.S. Securities Act or (ii) inside the United States to a “qualified institutional buyer” as defined under Rule 144A to the U.S. Securities Act in a transaction not involving a “public offering” within the meaning of Section 4(a)(2) of the U.S. Securities Act pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No Loan Notes will be offered or sold, directly or indirectly, in Canada, Australia, the Republic of Ireland, the Russian Federation, the Republic of South Africa, New Zealand or Japan.

If any certificate representing any Loan Note is defaced, worn-out, lost or destroyed it may, at the discretion of the Directors, be renewed on such terms (if any) as to evidence and indemnity and payment of any expenses incurred by the Company in investigating any relevant evidence as the Directors may reasonably determine but otherwise free of charge and (in the case of defacement or wearing-out) on delivery up of the old Loan Note certificate.

The Loan Notes are convertible in whole into Ordinary Shares in accordance with Conditions 9 to 12 of Schedule 3.

The Loan Notes are not capable of being dealt in on any stock exchange in the United Kingdom or elsewhere and no application has been or is intended to be made to any stock exchange for the Loan Notes to be listed or otherwise traded.

A copy of this Deed shall be kept at the registered office of the Company and any Noteholder and any person authorised by a Noteholder may at all reasonable times during office hours inspect it.

A memorandum of execution of any deed supplemental to this Deed shall be endorsed by the Company on this Deed.

This Deed is enforceable under the Contracts (Rights of Third Parties) Act 1999 by the Company and each Noteholder, but not by any other person.

EXECUTED as a deed and delivered by the Company on the date of this Deed.

SCHEDULE 1

FORM OF LOAN NOTE CERTIFICATE

SCANCELL HOLDINGS PLC

(incorporated and registered in England and Wales under company registration number 06564638)
(the “Company”)

3% Unsecured Convertible Loan Notes 2027

Issued in accordance with the Company’s memorandum and articles of association and pursuant to a resolution of a committee of the Board passed on 5 November 2020.

This is to certify that [·] (“Noteholder”) is the registered holder of £[·] in principal amount of 3% Unsecured Convertible Loan Notes 2027 (“Loan Notes”) constituted by a deed entered into by the Company on 10 November 2020 (as amended and in force from time to time) (“Deed”) and issued with the benefit of, and subject to, the Conditions and other provisions contained in such Deed. Words and expressions defined in the Deed shall, unless the context requires otherwise, have the same meaning when used in this certificate.

Interest is payable on the Loan Notes at the rate of 3% per annum. The Loan Notes are repayable and redeemable in accordance with Condition 3 of Schedule 3.

The Loan Notes are not transferable. No transfer of any Loan Notes will be registered by the Company. The Loan Notes are convertible into Ordinary Shares in accordance with Condition 9 of Schedule 3.

A copy of the Deed is available for inspection at the registered office of the Company at John Eccles House, Robert Robinson Avenue, Oxford Science Park, Oxford OX4 4GP, United Kingdom. Copies may be obtained by any Noteholder upon request and upon payment of a reasonable fee.

The Loan Notes shall be governed by and construed in accordance with English law and all claims and disputes (including non-contractual claims and disputes) arising out of or in connection with this Deed or the Loan Notes, their subject matter, negotiation or formation will be determined in accordance with English law.

This Loan Note certificate is executed and delivered as a deed by the Company on [¨] 2020.

SCHEDULE 2

NOTICE OF CONVERSION

3% Unsecured Convertible Loan Notes 2027

We refer to the 3% Unsecured Convertible Loan Notes 2027 (“Loan Notes”) constituted by a deed entered into by the Company on 10 November 2020 (as amended and in force from time to time) (“Deed”) and issued with the benefit of, and subject to, the Conditions and other provisions contained in such Deed. Words and expressions defined in the Deed shall, unless the context requires otherwise, have the same meaning when used in this notice.

We, being the registered holder(s) of the Loan Notes wish to convert into Ordinary Shares [[all] [£[·]] in nominal value] of the Loan Notes held in our name in accordance with the conditions to which the Loan Notes are subject.

We enclose our certificate(s) relating to all of the Loan Notes in respect of which conversion is being made.

We confirm that the principal amount of £[·] shall be applied in paying up in full Ordinary Shares and that we will take such Ordinary Shares with the rights and restrictions set out in the memorandum and articles of association of the Company.

SCHEDULE 3

CONDITIONS

Words and expressions defined in the Deed shall bear the same meanings when used in this schedule.

The Loan Notes are issued in amounts or multiples of £1 in principal amount and constitute unsecured and unsubordinated obligations of the Company.

To the extent Loan Notes are repaid, redeemed or converted they shall forthwith be cancelled and shall not be available for re-issue.

The Loan Notes have not been and will not be registered under the U.S. Securities Act and may only be offered or sold by the Company (i) outside the United States in an “offshore transaction” in compliance with Regulation S under the U.S. Securities Act or (ii) inside the United States to a “qualified institutional buyer” as defined under Rule 144A to the U.S. Securities Act in a transaction not involving a “public offering” within the meaning of Section 4(a)(2) of the U.S. Securities Act pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No Loan Notes will be offered or sold, directly or indirectly, in Canada, Australia, the Republic of Ireland, the Russian Federation, the Republic of South Africa, New Zealand or Japan.

Any amount due in respect of principal money or interest upon any Loan Notes which remains unclaimed for a period of 10 years by the relevant Noteholder, from the date on which the relevant payment first becomes due, shall revert to the Company and the relevant Noteholder shall cease to be entitled to it, and the Register will be amended to reflect any such reversion.

provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be recomputed accordingly as of the close of business on such date and thereafter the Conversion Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions, if any. Any adjustment under this Condition 10.2 shall become effective at the close of business on the relevant record date.

In the event that the application of the above fraction would result in an increase in the Conversion Price, then no adjustment shall be made hereunder. If the Company distributes assets other than cash, the amount per outstanding share of the distribution shall be calculated by reference to the fair market value of the assets distributed as determined in good faith by the Directors. Any adjustment under this Condition 10.3 shall become effective at the close of business on the relevant record date.

A + B

A + C

where:

A is the number of Ordinary Shares in issue immediately before the issue of such Ordinary Shares or the grant of such options, warrants or rights;

B is the number of Ordinary Shares which the aggregate consideration (if any) receivable for the issue of such Ordinary Shares or, as the case may be, for the Ordinary Shares to be issued or otherwise made available upon the exercise of any such options, warrants or rights, would purchase at such Closing Price on the date of the first public announcement of the terms of such issue or grant as aforesaid; and

C is the number of Ordinary Shares to be issued pursuant to such issue of such Ordinary Shares or, as the case may be, the maximum number of Ordinary Shares which may be issued upon exercise of such options, warrants or rights calculated as at the date of issue of such options, warrants or rights, provided that if, on the Effective Date, such number of Ordinary Shares is to be determined by reference to the application of a formula or other variable feature or the occurrence of any event at some subsequent time, then for the purposes of this Condition 10.5, “C” shall be determined by the application of such formula or variable feature or as if the relevant event occurs or had occurred as at the Effective Date and as if such conversion, exchange, subscription, purchase or acquisition had taken place on the Effective Date.

Such adjustment shall become effective on the Effective Date which means, in respect of this Condition 10.5, the date of issue of such Ordinary Shares or, as the case may be, the issue or grant of such options, warrants or rights.

If at any time prior to the conversion of the Loan Notes in accordance with Condition 9, the Company proposes to undertake a Nasdaq IPO, the Company shall give notice of the fact to the Noteholders at least 10 Business Days prior to the proposed date of listing of the relevant securities on the Nasdaq Stock Market. On receipt of such notice, each Noteholder may elect to convert their Loan Notes into Ordinary Shares immediately prior to, but conditional upon, the Nasdaq IPO, at the Conversion Rate then applicable. On this election, such Loan Notes shall be deemed to have been converted in accordance with Condition 9.

EXECUTED as a deed and delivered by the Company on the date of this Deed.