Quotient Ltd - FORM 8-K - EX-10.2

Attached files

file	filename
8-K - FORM 8-K - Quotient Ltd	d826091d8k.htm
EX-4.2 - EX-4.2 - Quotient Ltd	d826091dex42.htm
EX-10.1 - EX-10.1 - Quotient Ltd	d826091dex101.htm
EX-99.1 - EX-99.1 - Quotient Ltd	d826091dex991.htm
EX-4.1 - EX-4.1 - Quotient Ltd	d826091dex41.htm
EX-4.3 - EX-4.3 - Quotient Ltd	d826091dex43.htm

Exhibit 10.2

SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT (the “Agreement””), dated as of November 25, 2014, by and among Quotient Limited, a company organized under the laws of Jersey (the “Company”), and the investors listed on the Schedule of Subscribers attached hereto (individually, a “Subscriber” and collectively, the “Subscribers”).

WHEREAS:

A. The Company and each Subscriber is 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 “1933 Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

B. Each Subscriber wishes to subscribe for, and the Company wishes to issue, upon the terms and conditions stated in this Agreement, that aggregate number of ordinary shares, of no par value per share in the capital of the Company (the “Ordinary Shares”), set forth opposite such Subscriber’s name in column (3) on the Schedule of Subscribers (which aggregate amount for all Subscribers under this Agreement and Other Subscription Agreements (as defined below) shall be 2,000,000 Ordinary Shares and shall collectively be referred to herein as the “New Ordinary Shares”). For purposes of this Agreement, “Other Subscription Agreements” means subscription agreements executed and delivered to the Company contemporaneously with this Agreement, which subscription agreements will be on substantially similar terms and conditions as this Agreement.

C. Contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”) pursuant to which the Company has agreed to provide certain registration rights with respect to the New Ordinary Shares under the 1933 Act and the rules and regulations promulgated thereunder, and applicable state securities laws.

NOW, THEREFORE, the Company and each Subscriber hereby agree as follows:

1. SUBSCRIPTION AND ISSUE OF NEW ORDINARY SHARES

(a) Issue of New Ordinary Shares.

Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue to each Subscriber, and each Subscriber severally, but not jointly, shall subscribe for on the Closing Date (as defined below), the number of New Ordinary Shares as is set forth opposite such Subscriber’s name in column (3) on the Schedule of Subscribers (the “Closing”).

(i) Closing. The date and time of the Closing (the “Closing Date”) shall be November 28, 2014, 12:00 p.m., New York City time, on the date hereof (or such later

date as is mutually agreed to by the Company and each Subscriber) after notification of satisfaction (or waiver) of the conditions to the Closing set forth in Sections 6 and 7 below at the offices of Cooley LLP at 1114 Avenue of the Americas, New York, NY 10036.

(ii) Subscription Price. The aggregate subscription price for the New Ordinary Shares to be subscribed for by each such Subscriber at the Closing (the “Subscription Price”) shall be the amount set forth opposite each Subscriber’s name in column (4) of the Schedule of Subscribers.

(b) Form of Payment. On the Closing Date, (i) each Subscriber shall pay its Subscription Price to the Company for the New Ordinary Shares to be issued and sold to such Subscriber at the Closing, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions and (ii) the Company shall deliver to each Subscriber the New Ordinary Shares (allocated in the amounts as such Subscriber shall request) which such Subscriber is subscribing for hereunder, duly executed on behalf of the Company and registered in the name of such Subscriber or its designee.

2. SUBSCRIBER’S REPRESENTATIONS AND WARRANTIES.

Each Subscriber represents, warrants and agrees with respect to only itself that:

(a) Organization and Good Standing. Such Subscriber is a corporation, partnership or limited liability company duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization.

(b) Authorization and Power. Such Subscriber has the requisite power and authority, corporate or otherwise, to enter into and perform the Transaction Documents (as defined below) to which such Subscriber is a party and to subscribe for the Ordinary Shares being sold to it hereunder. The execution, delivery and performance of the Transaction Documents to which such Subscriber is a party by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate, partnership or limited liability company action, and no further consent or authorization of such Subscriber or its Board of Directors, stockholders or partners, as the case may be, is required.

(c) No Public Sale or Distribution. Such Subscriber is subscribing for the New Ordinary Shares for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Subscriber does not agree to hold any of the New Ordinary Shares for any minimum or other specific term and reserves the right to dispose of the New Ordinary Shares at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act and pursuant to the applicable terms of the Transaction Documents. Such Subscriber is subscribing for the New Ordinary Shares hereunder in the ordinary course of its business. Such Subscriber does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute the New Ordinary Shares. For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

-2-

(d) Accredited Investor Status. Such Subscriber is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

(e) Reliance on Exemptions. Such Subscriber understands that the New Ordinary Shares are being offered and issued 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 such Subscriber’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Subscriber set forth herein in order to determine the availability of such exemptions and the eligibility of such Subscriber to subscribe for the New Ordinary Shares.

(f) Information. (i) Such Subscriber and its advisors, if any, have been furnished with, or had access to, all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the New Ordinary Shares that have been requested by such Subscriber as it has deemed necessary or appropriate to conduct its due diligence investigation and has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company. Such Subscriber and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations conducted by such Subscriber or its advisors, if any, or its representatives shall modify, amend or affect such Subscriber’s right to rely on the Company’s representations and warranties contained herein. Such Subscriber understands that its investment in the New Ordinary Shares involves a high degree of risk and is able to afford a complete loss of such investment. Such Subscriber has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the New Ordinary Shares. Such Subscriber has not relied on any information or advice furnished by or on behalf of the Agent (as defined below) in connection with the transactions contemplated hereby.

(g) No Governmental Review. Such Subscriber understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the New Ordinary Shares or the fairness or suitability of the investment in the New Ordinary Shares nor have such authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares.

(h) Transfer or Resale. Such Subscriber understands that except as provided in the Registration Rights Agreement: (i) the New Ordinary Shares have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Subscriber shall have delivered to the Company an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such New Ordinary Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Subscriber provides the Company with reasonable assurance that such New Ordinary Shares can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the New Ordinary Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the New Ordinary Shares under

-3-

circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the New Ordinary Shares under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. The New Ordinary Shares may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the New Ordinary Shares and such pledge of New Ordinary Shares shall not be deemed to be a transfer, sale or assignment of the New Ordinary Shares hereunder, and no Subscriber effecting a pledge of the New Ordinary Shares shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document, including, without limitation, this Section 2(h).

(i) Legends. Such Subscriber understands that the certificates or other instruments representing the New Ordinary Shares, except as set forth below, shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such share certificates):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the New Ordinary Shares upon which it is stamped, if, unless otherwise required by state securities laws, (i) such New Ordinary Shares are registered for resale under the 1933 Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of a law firm reasonably acceptable to the Company, in a form reasonably acceptable to the Company, to the effect that such sale, assignment or transfer of the New Ordinary Shares may be made without registration under the applicable requirements of the 1933 Act, or (iii) such holder provides the Company with reasonable assurance that the New Ordinary Shares can be sold, assigned or transferred pursuant to Rule 144.

(j) Validity; Enforcement. The Transaction Documents to which such Subscriber is a party have been duly and validly authorized, executed and delivered on behalf of such Subscriber and shall constitute the legal, valid and binding obligations of such Subscriber enforceable

-4-

against such Subscriber in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(k) No Conflicts. The execution, delivery and performance by such Subscriber of the Transaction Documents to which such Subscriber is a party and the consummation by such Subscriber of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of such Subscriber or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Subscriber is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Subscriber, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Subscriber to perform its obligations hereunder.

(l) Residency. Such Subscriber is a resident of that jurisdiction specified below its address on the Schedule of Subscribers.

(m) No General Solicitation. Each Subscriber acknowledges that the New Ordinary Shares were not offered to such Subscriber by means of any form of general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine, website, or similar media, or broadcast over television or radio, or (ii) any seminar or meeting to which such Subscriber was invited by any of the foregoing means of communications.

(n) No Affiliates; Independent Investment. Such Subscriber is not (i) an officer or director of the Company, (ii) an “affiliate” of the Company or any of its subsidiaries (as defined in Rule 144 of the 1933 Act) or (iii) a “beneficial owner” of more than 10% of Ordinary Shares (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)); provided however, (ii) and (iii) of the foregoing shall not apply to Galen Partners V, L.P. or Galen Partners International V, L.P., which, together with their affiliates, beneficially own over 10% of the Company’s Ordinary Shares. Except as may be disclosed in any filings with the SEC by the Subscribers under Section 13 and/or Section 16 of the 1934 Act, no Subscriber has agreed to act with any other Subscriber for the purpose of acquiring, holding, voting or disposing of the New Ordinary Shares subscribed for hereunder for purposes of Section 13(d) under the 1934 Act, and each Subscriber is acting independently with respect to its investment in the Shares.

(o) Brokers. Each Subscriber has no knowledge of any brokerage or finder’s fees or commissions that are or will be payable by the Company or any of its Subsidiaries to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person or entity, other than the Agent, with respect to the transactions contemplated by this Agreement.

-5-

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to each of the Subscribers that:

(a) Defined Terms. Capitalized terms used in this Section 3 without definition have the meanings ascribed to them in Annex A hereto.

(b) Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the Registration Rights Agreement (collectively, the “Transaction Documents”) and to issue the New Ordinary Shares in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Ordinary Shares have been duly authorized by the Company’s Board of Directors and no further filing, consent or authorization is required by the Company, its Board of Directors or its shareholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as (i) such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and (ii) enforceability of the indemnification and contributions provisions set forth in the Transaction Documents may be limited by the federal or state securities laws of the United States or the public policy underlying such laws.

(c) Issuance of New Ordinary Shares. The New Ordinary Shares are duly authorized and, upon issuance in accordance with the terms hereof, shall be validly issued and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof and the New Ordinary Shares shall be fully paid and nonassessable with the holders being entitled to all rights accorded to a holder of Ordinary Shares. Assuming the accuracy of and compliance with each of the representations, warranties and agreements of the Subscribers herein, the offer and issuance by the Company of the New Ordinary Shares is exempt from registration under the 1933 Act.

(d) No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the New Ordinary Shares) will not (i) result in a violation of the certificate of incorporation (or certificate of incorporation on change of name) or the articles of association of the Company or the articles of association, charters or bylaws (as applicable) or other applicable organizational documents of any of its Subsidiaries or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including foreign, federal and state securities laws and regulations and the rules and regulations of The NASDAQ Global Market (the “Principal Market”) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, except in the cases of clauses (ii) and (iii) such as would not reasonably be expected to have a Material Adverse Effect.

-6-

(e) Consents. Neither the Company nor any of its Subsidiaries is required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents, in each case in accordance with the terms hereof or thereof (other than (x) any consent, authorization or order that has been obtained as of the date hereof, (y) any filing or registration that has been made as of the date hereof or (z) any filings which may be required to be made by the Company with the SEC, state securities administrators or the Principal Market or The NASDAQ Stock Market, LLC, subsequent to the Closing; provided that, for purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy of and compliance with each of the relevant representations, warranties and agreements of the Subscribers herein). The Company is unaware of any facts or circumstances that might prevent the Company from obtaining or effecting any of the registration, application or filings pursuant to the preceding sentence. The Company is not in violation of the listing requirements of the Principal Market and has no knowledge of any facts that would reasonably lead to delisting or suspension of the Ordinary Shares in the foreseeable future.

(f) Acknowledgment Regarding Subscriber’s Subscription of the New Ordinary Shares. The Company acknowledges and agrees that each Subscriber is acting solely in the capacity of an arm’s length subscriber with respect to the Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that no Subscriber is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Subscriber or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Subscriber’s subscription of the New Ordinary Shares. The Company further represents to each Subscriber that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

(g) No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliates, nor, to the Company’s knowledge, any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the New Ordinary Shares. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for persons engaged by any Subscriber or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company acknowledges that it has engaged Jefferies LLC as placement agent (the “Agent”) in connection with the sale of the New Ordinary Shares. Other than the Agent, neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the sale of the New Ordinary Shares.

(h) No Integrated Offering. None of the Company, its Subsidiaries, any of their affiliates, and, to the Company’s knowledge, any Person acting on their behalf has, directly or

-7-

indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the issuance of any of the New Ordinary Shares under the 1933 Act, whether through integration with prior offerings or otherwise, or cause this offering of the New Ordinary Shares to require approval of shareholders of the Company for purposes of any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated. None of the Company, its Subsidiaries, their affiliates and, to the Company’s knowledge, any Person acting on their behalf will take, directly or indirectly, any action or steps referred to in the preceding sentence that would require registration of the issuance of any of the New Ordinary Shares under the 1933 Act or cause the offering of the New Ordinary Shares to be integrated with other offerings for purposes of any such applicable shareholder approval provisions.

(i) Application of Takeover Protections; Rights Agreement. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the certificate of incorporation (or certificate of incorporation on change of name) or the articles of association of the Company or the laws of Jersey, Channel Islands or any other applicable jurisdiction which is or could become applicable to any Subscriber as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the New Ordinary Shares and any Subscriber’s ownership of the New Ordinary Shares. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Ordinary Shares or a change in control of the Company.

(j) SEC Documents; Financial Statements. The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof or prior to the date of the Closing and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Any Supplemental Disclosure Document (as defined below), as of its date and as of the date hereof, did not and does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be

-8-

condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Subscribers which is not included in the SEC Documents, including, without limitation, disclosure contained in any supplemental disclosure document prepared by the Company and provided by the Company to be delivered to potential subscribers (“Supplemental Disclosure Document”) and information referred to in Section 2(f) of this Agreement or in any disclosure schedules, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

(k) Transfer Taxes. On the Closing Date, all share transfer or other taxes (other than income or similar taxes) which are required to be paid in connection with the issue of New Ordinary Shares to be subscribed for by each Subscriber hereunder will be, or will have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with.

(l) Manipulation of Price. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Ordinary Shares, (ii) other than the Agent, sold, bid for, purchased, or paid any compensation for soliciting subscriptions of, the New Ordinary Shares, or (iii) other than the Agent, paid or agreed to pay to any person any compensation for soliciting another to subscribe for any other securities of the Company.

(m) Disclosure. The Company confirms that neither it nor, to the Company’s knowledge, any other Person acting on its behalf has provided any of the Subscribers or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information. The Company understands and confirms that each of the Subscribers will rely on the foregoing representations in effecting transactions in securities of the Company. All disclosure provided to the Subscribers regarding the Company or any of its Subsidiaries, their business and the transactions contemplated hereby furnished by the Company is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No material event or circumstance has occurred or material information exists with respect to the Company or any of its Subsidiaries or its or their business, properties, prospects, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed.

(n) Acknowledgement Regarding Subscribers’ Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding, but subject to compliance by the Subscribers with applicable law, it is understood and acknowledged by the Company (i) that none of the Subscribers have been asked by the Company or its Subsidiaries to agree, nor has any Subscriber agreed with the Company or its Subsidiaries, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued

-9-

by the Company or to hold the New Ordinary Shares for any specified term; (ii) that past or future open market or other transactions by any Subscriber, including, without limitation, short sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) that any Subscriber, and counter parties in “derivative” transactions to which any such Subscriber is a party, directly or indirectly, presently may have a “short” position in the Ordinary Shares, and (iv) that each Subscriber shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that, subject to compliance by the Subscribers with applicable law, (a) one or more Subscribers may engage in hedging and/or trading activities at various times during the period that the New Ordinary Shares are outstanding, and (b) such hedging and/or trading activities (if any) could reduce the value of the existing shareholders’ equity interests in the Company at and after the time that the hedging and/or trading activities are being conducted.

(o) Additional Representations and Warranties. In addition to the representations and warranties set out in this Agreement, the Company hereby makes the representations and warranties set forth in Annex A hereto.

4. COVENANTS.

(a) Best Efforts. Each party shall use its best efforts timely to satisfy each of the covenants and conditions to be satisfied by it as provided in Sections 6 and 7 of this Agreement.

(b) Form D and Blue Sky. The Company agrees to file a Form D with respect to the New Ordinary Shares as required under Regulation D and to provide a copy thereof to each Subscriber upon request promptly after such filing. The Company, on or before the Closing Date, shall take such action as is necessary in order to obtain an exemption for or to qualify the New Ordinary Shares for subscription by the Subscribers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States, and shall upon request provide evidence of any such action so taken to the Subscribers on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and issue of the New Ordinary Shares required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date; provided, however, the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation or as a dealer in securities in any jurisdiction or to consent to general service of process in any jurisdiction.

(c) Reporting Status. From the date hereof until the date on which the Investors (as defined in the Registration Rights Agreement) shall have sold all the New Ordinary Shares or are able to sell all the New Ordinary Shares under Rule 144 without the requirement for the Company to be in compliance with the current public information required thereunder and without volume or manner of sale restrictions (the “Reporting Period”), the Company shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act, including any extension period under Rule 12b-25 of the 1934 Act, and the Company shall not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would otherwise permit such termination.

-10-

(d) Use of Proceeds. The Company will use the proceeds from the issue of the New Ordinary Shares for general corporate purposes, including to fund the development costs for MosaiQ™, and not for (A) the repayment of any outstanding Indebtedness of the Company or any of its Subsidiaries or (B) redemption or repurchase of any of its or its Subsidiaries’ equity securities.

(e) Financial Information. The Company agrees to send the following to each Investor (as defined in the Registration Rights Agreement) during the Reporting Period, unless the following are filed with the SEC through EDGAR and are available to the public through the EDGAR system, (i) within one (1) Business Day after the filing thereof with the SEC, a copy of its Annual Reports in Form 10-K and Quarterly Reports on Form, 10-Q, any Current Reports on Form 8-K and any registration statements (other than on Form S-8) or amendments filed pursuant to the 1933 Act (other than amendments in respect of the Company’s Registration Statement on Form S-1 (Registration No. 333-194390), as amended), (ii) within one (1) Business Day after the release thereof, facsimile or e-mailed copies of all press releases issued by the Company or any of its Subsidiaries, and (iii) copies of any notices and other information made available or given to the shareholders of the Company generally, contemporaneously with the making available or giving thereof to the shareholders. As used herein, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed.

(f) Listing. The Company shall as soon as reasonably practicable secure the listing of all of the Registrable Securities (as defined in the Registration Rights Agreement) upon each national securities exchange and automated quotation system, if any, upon which Ordinary Shares are then listed (subject to official notice of issuance) and shall maintain, so long as any other Ordinary Shares shall be so listed, such listing of all Registrable Securities from time to time issuable under the terms of the Transaction Documents. The Company shall maintain the Ordinary Shares’ authorization for quotation on the Principal Market. Neither the Company nor any of its Subsidiaries shall take any action which would be reasonably expected to result in the delisting or suspension of the Ordinary Shares on the Principal Market. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 4(f).

(g) Fees. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or broker’s commissions (other than for Persons engaged by any Subscriber) relating to or arising out of the transactions contemplated hereby, including, without limitation, any reasonable fees or commissions payable to the Agents. Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with the issue of the New Ordinary Shares to the Subscribers.

(h) Pledge of New Ordinary Shares. The Company acknowledges and agrees that the New Ordinary Shares may be pledged by an Investor (as defined in the Registration Rights Agreement) in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the New Ordinary Shares. The pledge of New Ordinary Shares shall not be deemed to be a transfer, sale or assignment of the New Ordinary Shares hereunder, and no Investor effecting a pledge of New Ordinary Shares shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document, including, without limitation, Section 2(h)

-11-

of this Agreement; provided that an Investor and its pledgee shall be required to comply with the provisions of Section 2(h) of this Agreement in order to effect a sale, transfer or assignment of New Ordinary Shares to such pledgee. The Company hereby agrees to execute and deliver such documentation as a pledgee of the New Ordinary Shares may reasonably request in connection with a pledge of the New Ordinary Shares to such pledgee by an Investor; provided that any and all costs to effect the pledge of the New Ordinary Shares are borne by the pledgor and/or pledgee and not the Company.

(i) Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release and promptly thereafter file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement and the form of the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, no Subscriber shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Subscriber with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Subscriber. If a Subscriber has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries from such Persons, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information, to the extent such information is both material and nonpublic. “Trading Day” means any day on which the Ordinary Shares are traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Ordinary Shares, then on the principal securities exchange or securities market on which the Ordinary Shares are then traded; provided that “Trading Day” shall not include any day on which the Ordinary Shares are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Ordinary Shares are suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00 p.m., New York time). Neither the Company, its Subsidiaries nor any Subscriber shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Subscriber, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations. Without the prior written consent of any applicable Subscriber, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Subscriber in any filing, announcement, release or otherwise other than in connection with the Registration Statement, as contemplated pursuant to the Registration Rights Agreement, and other than in connection with the 8-K Filing, as contemplated pursuant to this Agreement, unless such disclosure is required by law, regulation or the Principal Market.

-12-

(j) Conduct of Business. During the Reporting Period, the business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or regulation of any governmental entity, except where such violations would not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect.

5. REGISTER; TRANSFER AGENT INSTRUCTIONS.

(a) Register and Transfer Agent. The Company shall maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar for the Ordinary Shares.

(b) Transfer Agent Matters. The Company represents and warrants that no instruction, other than stop transfer instructions to give effect to Section 2(h) hereof, will be given by the Company to its transfer agent or any subsequent transfer agent with respect to the New Ordinary Shares, and that the New Ordinary Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the other Transaction Documents. If a Subscriber effects a sale, assignment or transfer of the New Ordinary Shares in accordance with Section 2(h), 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 such Subscriber to effect such sale, transfer or assignment.

(c) Breach. The Company acknowledges that a breach by it of its obligations under this Section 5 will cause irreparable harm to a Subscriber. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that a Subscriber shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

(d) Additional Relief. If the Company shall fail for any reason or for no reason to issue to a Subscriber holding New Ordinary Shares unlegended certificates within three (3) Business Days of (x) receipt of documents necessary for the removal of the legend set forth above in Section 2(i) or (y) the date of its obligation to deliver the Ordinary Shares as contemplated pursuant to clause (ii) below (the “Deadline Date”), then, in addition to all other remedies available to such Subscriber, if on or after the Trading Day immediately following such three Business Day period, such Subscriber purchases (in an open market transaction or otherwise) Ordinary Shares to deliver in satisfaction of a sale by such Subscriber of Ordinary Shares that such Subscriber anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three Business Days after such Subscriber’s request and in such Subscriber’s discretion, either (i) pay cash to such Subscriber in an amount equal to such Subscriber’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Ordinary Shares) shall terminate, or (ii) promptly honor its obligation to deliver to such Subscriber a certificate or certificates representing such Ordinary Shares and pay cash to such Subscriber in an amount equal to the excess (if any) of the Buy-In

-13-

Price over the product of (A) such number of Ordinary Shares, times (B) the Closing Bid Price on the Deadline Date. “Closing Bid Price” means, for any security as of any date, the last closing price for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price then the last bid price of such security prior to 4:00:00 p.m., New York Time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price is reported for such security by Bloomberg, the average of the bid prices of any market makers for such security as reported in the “pink sheets” by OTC Markets Group (formerly Pink Sheets LLC). If the Closing Bid Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price of such security on such date shall be the fair market value as mutually determined by the Company and such Subscriber, all such determinations to be appropriately adjusted for any share dividend, share split, share combination (consolidation) or other similar transaction during the applicable calculation period.

6. CONDITIONS TO THE COMPANY’S OBLIGATION TO ISSUE.

The obligation of the Company hereunder to issue the New Ordinary Shares to each Subscriber at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Subscriber with prior written notice thereof:

(i) Such Subscriber shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.

(ii) Such Subscriber shall have delivered to the Company the Subscription Price for the New Ordinary Shares, and each other Subscriber shall have delivered to the Company the Subscription Price for the New Ordinary Shares, in each case, at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company.

(iii) The representations and warranties of such Subscriber shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date), and such Subscriber shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Subscriber at or prior to the Closing Date.

-14-

7. CONDITIONS TO EACH SUBSCRIBER’S OBLIGATION TO SUBSCRIBE.

The obligation of each Subscriber hereunder to subscribe for the New Ordinary Shares is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Subscriber’s sole benefit and may be waived by such Subscriber at any time in its sole discretion by providing the Company with prior written notice thereof:

(i) The Company shall have duly executed and delivered to such Subscriber (i) each of the Transaction Documents and (ii) the New Ordinary Shares (in such amounts as such Subscriber shall request) being subscribed for by such Subscriber at the Closing pursuant to this Agreement.

(ii) Such Subscriber shall have received the opinion of Clifford Chance US LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit B attached hereto.

(iii) Such Subscriber shall have received the opinion of Carey Olsen, counsel for the Company with respect to the laws of Jersey (“Jersey Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit C attached hereto.

(iv) The Company shall have delivered to such Subscriber a certificate (“Good Standing Certificate”) evidencing the incorporation and good standing of the Company and each of its operating Subsidiaries in such corporation’s state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of the Closing Date, or such other document in lieu of a Good Standing Certificate reasonably satisfactory to the Subscriber.

(v) The Ordinary Shares (I) shall be listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market.

(vi) The Company shall have delivered to such Subscriber a certificate, executed by the Secretary of the Company and dated as of the Closing Date, in a form reasonably acceptable to such Subscriber, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors, and (ii) the Articles of Association of the Company each as in effect at the Closing.

(vii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the

-15-

Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Subscriber shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Subscriber.

(viii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the New Ordinary Shares.

(ix) The Company shall have delivered to such Subscriber such other documents relating to the transactions contemplated by this Agreement as such Subscriber or its counsel may reasonably request.

8. TERMINATION. In the event that the Closing shall not have occurred with respect to a Subscriber on or before five (5) Business Days from the date hereof due to the Company’s or such Subscriber’s failure to satisfy the conditions set forth in Sections 6 and 7 above (and the nonbreaching party’s failure to waive such unsatisfied condition(s)), the nonbreaching party shall have the option to terminate this Agreement with respect to such breaching party at the close of business on such date without liability of any party to any other party.

9. MISCELLANEOUS.

(a) Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(b) Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.

-16-

(c) Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

(d) Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

(e) Entire Agreement; Amendments. This Agreement and the other Transaction Documents supersede all other prior oral or written agreements between the Subscribers, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the other Transaction Documents contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor any Subscriber makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the holders of New Ordinary Shares representing at least a majority of the amount of the New Ordinary Shares, or, if prior to the Closing Date, the Subscribers listed on the Schedule of Subscribers as being obligated to subscribe at least a majority of the amount of the New Ordinary Shares. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. No such amendment shall be effective to the extent that it applies to less than all of the holders of the New Ordinary Shares then outstanding. The Company has not, directly or indirectly, made any agreements with any Subscribers relating to the terms or conditions of the transactions contemplated by the Transaction Documents except as set forth in the Transaction Documents. Without limiting the foregoing, the Company confirms that, except as set forth in this Agreement, no Subscriber has made any commitment or promise or has any other obligation to provide any financing to the Company or otherwise.

(f) Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one Business Day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to the Company:


Elizabeth House 9 Castle Street St Helier JE2 3RT Jersey, Channel Islands
Telephone:		+44 131 445 6159
Facsimile:		+44 153 4700 007
Attention:		Paul Cowan

-17-

with a copy (for informational purposes only) to:


Clifford Chance US LLP 31 West 52^nd Street New York, New York 10019
Attention:		Alejandro E. Camacho and Per B. Chilstrom
Facsimile:		212-878-8375

If to the Transfer Agent:


Continental Stock Transfer & Trust Company 17 Battery Place New York, NY 10004

Telephone:		212-845-3277
Facsimile:		212-616-7615
Attention:		Henry Farrell

If to a Subscriber, to its address and facsimile number set forth on the Schedule of Subscribers, with copies to such Subscriber’s representatives as set forth on the Schedule of Subscribers and to such other address and/or facsimile number and/or to the attention of such other Person as the Subscriber has specified by written notice given to the Company five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.

(g) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the holders of at least a majority of the aggregate number of Registrable Securities issued and issuable hereunder. A Subscriber shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Company, in which event such assignee shall be deemed to be a Subscriber hereunder with respect to such assigned rights and obligations.

(h) No 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, except that the Agent may rely upon the representations and warranties contained in Sections 2 and 3 hereof.

-18-

(i) Survival. Unless this Agreement is terminated under Section 8, the representations and warranties of the Company and the Subscribers contained in Sections 2 and 3, and the agreements and covenants set forth in Sections 4, 5 and 9 shall survive the Closing. Each Subscriber shall be responsible only for its own representations, warranties, agreements and covenants hereunder.

(j) Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(k) Indemnification. In consideration of each Subscriber’s execution and delivery of the Transaction Documents and acquiring the New Ordinary Shares thereunder and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless each Subscriber, the directors, officers, members, partners, employees, agents and representatives thereof, and each Person, if any, who controls any Subscriber within the meaning of the 1933 Act or the 1934 Act (collectively, the “Indemnitees”), from and against any and all actions, causes of action, suits, claims, losses, reasonable costs, penalties, reasonable fees, liabilities and damages, and reasonable expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to any untrue statement of a material fact in the SEC Documents or any Supplemental Disclosure Document or any omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Except as otherwise set forth herein, the mechanics and procedures with respect to the rights and obligations of the parties under this Section 9(k) shall be the same as those set forth in Section 6 of the Registration Rights Agreement.

(l) No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

(m) Remedies. Each Subscriber shall have all rights and remedies set forth in the Transaction Documents and all rights and remedies which such Subscribers have been granted at any time under any other agreement or contract and all of the rights which such Subscribers have under any law. Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Company recognizes that in the event that it fails to perform, observe, or discharge any or all of its obligations under the Transaction Documents, any remedy at law may prove to be inadequate relief to the Subscribers, or any of them. The Company therefore agrees that any Subscriber shall be entitled to seek temporary and permanent injunctive relief in any such case without the necessity of proving actual damages and without posting a bond or other security.

-19-

(n) Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever any Subscriber exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then at any time prior to performance by the Company of such obligation such Subscriber may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.

(o) Payment Set Aside. To the extent that the Company makes a payment or payments to the Subscribers hereunder or pursuant to any of the other Transaction Documents or the Subscribers enforce or exercise their rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

(p) Independent Nature of Subscribers’ Obligations and Rights. The obligations of each Subscriber under any Transaction Document are several and not joint with the obligations of any other Subscriber, and no Subscriber shall be responsible in any way for the performance of the obligations of any other Subscriber under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Subscriber pursuant hereto or thereto, shall be deemed to constitute the Subscribers as, and the Company acknowledges that the Subscribers do not so constitute, a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Subscribers are in any way acting in concert or as a group, and the Company will not assert any such claim with respect to such obligations or the transactions contemplated by the Transaction Documents and the Company acknowledges that the Subscribers are not acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. The Company acknowledges and each Subscriber confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Subscriber shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Subscriber to be joined as an additional party in any proceeding for such purpose.

-20-

(q) Exculpation of the Agent. Each party acknowledges that it has read the notice available at http://www.jefferies.com/CMSFiles/Jefferies.com/files/Reg%20A%20and%20D%20Disclosure%207_2014(1).pdf and hereto agrees for the express benefit of each of the Agent, its affiliates and its representatives that:

(i) Neither Jefferies LLC (as the Agent) nor any of its affiliates or any of its representatives (1) has any duties or obligations other than those specifically set forth herein or in the engagement letter, dated as of November 3, 2014, among the Company and Jefferies LLC (the “Engagement Letter”); (2) shall be liable for any improper payment made in accordance with the information provided by the Company; (3) makes any representation or warranty, or has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the Transaction Documents or in connection with any of the transactions contemplated hereby and thereby; or (4) shall be liable (x) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon it by this Agreement or any Transaction Document or (y) for anything which any of them may do or refrain from doing in connection with this Agreement or any Transaction Document, except for such party’s own gross negligence, willful misconduct or bad faith.

(ii) Each of the Agent, its affiliates and its representatives shall be entitled to (1) rely on, and shall be protected in acting upon, any certificate, instrument, notice, letter or any other document or security delivered to any of them by or on behalf of the Company, and (2) be indemnified by the Company for acting as the Agent hereunder pursuant the indemnification provisions set forth in the Engagement Letter.

[Signature Page Follows]

-21-

IN WITNESS WHEREOF, each Subscriber and the Company have caused its respective signature page to this Subscription Agreement to be duly executed as of the date first written above.


COMPANY:

QUOTIENT LIMITED

By:	/s/ D.J.P.E. Cowan
	Name:	D.J.P.E. Cowan
	Title:	Chairman & CEO

[Subscription Agreement

Signature Page]