MATERIAL CONTRACTS

The following contracts, not being contracts entered into in the ordinary course of business, have been entered into by the Group within the two years immediately preceding the date of this document and are, or may be, material:

10.1 On 7 July 2014, the Company, each of the Directors and Cenkos entered into the Placing Agreement pursuant to which, subject to certain conditions, Cenkos has agreed to use its reasonable endeavours to procure subscribers for the New Ordinary Shares at the Placing Price. The Placing Agreement contains customary indemnities and warranties from the Company and warranties from the Directors in favour of Cenkos together with provisions which enable Cenkos to terminate the Placing Agreement in certain circumstances, including circumstances where any of the warranties are found to be untrue or inaccurate in any material respect. The Company has agreed to pay to Cenkos for its services in connection with the Placing and Admission: (i) a corporate finance fee of £250,000; (ii) a commission of 4 per cent. on the aggregate value at the Placing Price of New Ordinary Shares subscribed by Placees procured by Cenkos; and (iii) a commission of 1 per cent. on the aggregate value at the Placing Price of the New Ordinary Shares subscribed by certain existing investors.

10.2 Certain Vendors comprising certain existing Shareholders (but excluding the Directors and members of key management) and certain other Shareholders who hold more than one per cent. of the Existing Ordinary Shares, have each entered into the Lock-In and Vendor Placing Agreements with Cenkos and the Company dated 7 July 2014, pursuant to which, subject to certain conditions, Cenkos has agreed to use its reasonable endeavours to procure purchasers for the Ordinary Shares held by such Vendors at the Placing Price. The agreement contains customary indemnities and warranties from the relevant Vendors in favour of Cenkos, together with provisions which enable Cenkos to terminate the agreements in certain circumstances, including circumstances where any of the warranties are found to be untrue or inaccurate in any material respect. The relevant Vendors have agreed to pay to Cenkos a commission of 4 per cent. of the aggregate value at the Placing Price of all of the Ordinary Shares placed by Cenkos pursuant to the Lock-In and Vendor Placing Agreements. The agreement also contains lock-in and orderly market provisions pursuant to which each Vendor and certain other Shareholders who, in each case, hold more than one per cent. of the Existing Ordinary Shares have each agreed with the Company and with Cenkos, subject to certain limited exceptions:

10.2.1 not to dispose of any Ordinary Shares owned by him or it (as the case may be) for a period of 12 months from Admission; and

10.2.2 only to dispose of such Ordinary Shares through Cenkos for a further 12 month period in order so as to ensure an orderly market for the issued share capital of the Company.

10.3 Certain other Vendors comprising certain employee Shareholders (but excluding Directors and members of key management) have each entered into the Employee Placing Agreement with Cenkos and the Company dated 7 July 2014, pursuant to which, subject to certain conditions, they have been given the opportunity to realise a proportion of their Ordinary Shares at Admission for which Cenkos has agreed to use its reasonable endeavours to procure purchasers. The provisions include orderly market agreements pursuant to which the employee Shareholders have undertaken, subject to limited exceptions, only to dispose of

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Ordinary Shares owned by them through Cenkos for a 12 month period from Admission in order to ensure an orderly market for the issued share capital of the Company.

10.4 Each of the Directors has entered into a lock-in and orderly market agreement dated 7 July 2014, pursuant to which they have agreed with the Company and with Cenkos, subject to certain limited exceptions:

10.4.1 not to dispose of any Ordinary Shares owned by him whether before or after Admission for a period of 12 months from Admission; and

10.4.2 only to dispose of such Ordinary Shares through Cenkos for a further 12 month period in order so as to ensure an orderly market for the issued share capital of the Company.

10.5 Imperial Innovations Businesses LLP and certain other Shareholders who hold more than 1 per cent. of the Existing Ordinary Shares (who together in aggregate hold 48,326,363 Ordinary Shares representing 49.6 per cent. of the Enlarged Share Capital) have each entered into a lock-in and orderly market agreement dated 7 July 2014 pursuant to which they have agreed with the Company and with Cenkos, subject to certain limited exceptions:

10.5.1 not to dispose of any Ordinary Shares owned by him or it (as the case may be) at Admission (including those Ordinary Shares acquired pursuant to the Placing) for a period of 12 months from Admission; and

10.5.2 only to dispose of such Ordinary Shares through Cenkos for a further 12 month period in order so as to ensure an orderly market for the issued share capital of the Company.

10.6 lnvesco Asset Management Limited has entered into a lock-in agreement dated 7 July 2014 with the Company and with Cenkos pursuant to which it has agreed, subject to certain limited exceptions not to dispose of any Ordinary Shares owned by it prior to Admission (excluding those Ordinary Shares acquired pursuant to the Placing) for a period of 6 months from Admission.

10.7 On 7 July 2014, the Company and Cenkos entered into a letter of engagement pursuant to which Cenkos has agreed to act as nominated adviser and broker to the Company following Admission as required by the AIM Rules. Cenkos shall, inter alia, act as the Company's nominated adviser, provide corporate finance advice and advise the Company on other aspects of its preparation for Admission. The Company has agreed to pay Cenkos a retainer fee as well as payment of any disbursements and expenses reasonably incurred by Cenkos in the course of carrying out its duties as a nominated advisor and broker. The agreement also contains an indemnity given by the Company to Cenkos in relation to the provision by Cenkos of its services.

10.8 On 27 May 2014, the Company and the Registrar entered into a registrar agreement under which the Registrar has agreed to provide services connected with the maintenance of the Company's register, including where shares are issued or transferred and dividends declared.

10.9 On 14 May 2014, the Share Exchange Agreement was entered into between the Company, Imperial Innovations Businesses LLP, Invesco Asset Management Limited and the Transferred Shareholders (as defined therein) (acting by their duly appointed attorney) whereby each shareholder in PolyTherics exchanged their shares in PolyTherics for a corresponding number of shares of the same class in the Company.

10.10 On 6 June 2014, PolyTherics sent the Option Exchange Agreement to each of the optionholders pursuant to which the optionholders under each of PolyTherics share option plans were invited to exchange their existing options over shares in PolyTherics for options over Ordinary Shares (the "Rollover Options"). The terms of the replacement options are

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options issued by PolyTherics for Options. Please refer to paragraph 11 of this Part V for a summary of the key terms of such options.

10.11 On 1 July 2014, PolyTherics sent the Warrant Exchange Agreement to each of the holders of B Warrants pursuant to which they were invited to exchange their existing PolyTherics B Warrants for B Warrants issued by the Company. The terms of the new warrants are unchanged from the terms of the existing warrants. All warrantholders have exchanged their existing warrants for Warrants in the Company. Please refer to paragraph 12 of this Part V for a summary of the key terms of the Warrants.

10.12 On 7 July 2014, the Company and Imperial Innovations Businesses LLP entered into the Relationship Agreement. The principal purpose of the Relationship Agreement is to ensure that the Company will be capable of carrying on its business independently of Imperial Innovations for so long as Imperial Innovations together with its concert parties holds a Controlling Interest. Pursuant to the relationship agreement (and for so long as Imperial Innovations together with Invesco holds a Controlling Interest):

10.12.1 the parties shall procure that all transactions and relationships between the Company any other member of the Group and Imperial Innovations (or any of its associates) are conducted at arm’s length and on normal commercial terms; and 10.12.2 Imperial Innovations shall (and shall procure that each of its associates shall),

amongst other matters: (i) not take any action that would have the effect of preventing the Company from complying with its obligations under the AIM Rules for Companies; and (ii) not propose or procure the proposal of a shareholder resolution which is intended or appears to be intended to circumvent the proper application of the AIM Rules for Companies.

The Relationship Agreement will be effective as from Admission and remain in effect for so long as Imperial Innovations (and/or any of its associates or the Concert Party) holds an interest of more than 30 per cent. and the Ordinary Shares are admitted to AIM.

10.13 On 14 May 2014, the Company entered into a deed of variation and adherence with PolyTherics, Imperial Innovations Businesses LLP and Invesco Asset Management Limited pursuant to which the Company agreed to assume the outstanding obligations of PolyTherics under a subscription and shareholders' agreement entered into between the Executives (as defined therein), the Existing Parties (as defined therein) Invesco Asset Management Limited, Mercia Growth Nominees 2 Limited, the Selling Target Shareholders' (as defined therein) and PolyTherics, dated 25 July 2013. The terms of the subscription and shareholders' agreement terminate immediately prior to Admission.

10.14 On 22 July 2013, PolyTherics entered into a share purchase agreement to acquire the entire issued share capital of Antitope (including shares allotted on the exercise of options) from Dr Matthew Baker, Dr Francis Carr and Neil Butt in consideration for £8,845,328.11 (excluding amounts paid to other shareholders following their cashless exercise of share options) payable in cash and £2,500,000 to be satisfied by the issue of 1,000,000 B Preferred Shares of £0.001 each in the capital of PolyTherics. Deferred consideration, equal to 97.03 per cent.

of any repayment of corporation tax received by Antitope from HMRC, in respect of the accounting periods up to and including 31 March 2013 was payable by PolyTherics.

Pursuant to the share purchase agreement, the Company received the benefit of warranties and indemnities that are usual in a transaction of this nature. An escrow agreement was also entered into on 25 July 2013, pursuant to which the sum of £2.25 million, comprising of £1.25 million for tax liabilities under the EBT established by Antitope and £1,000,000 as a retention for general warranty claims, was held in a joint instruction escrow account by Field Fisher Waterhouse LLP and Edwards Wildman Palmer UK LLP until determination of the EBT tax claim, any general warranty claim or the defined release dates.

11. EMPLOYEE SHARE SCHEMES