1 Annex I.

Imprimatur Investment Agreement: Example Offer

Letter, Key Terms and Outline Process

Note to Applicants

The key terms outlined in this offer will be supplemented by additional terms in a full Investment
Agreement.

The key terms set out here principally reflect the situation where both Imprimatur and FAPESP
are supporting a project – this is expected to be the norm. The terms may vary where only
Imprimatur is investing in a project.

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1 Sample Offer Letter from Imprimatur to the Company

To: [Name and Address]

SUBJECT TO CONTRACT

Private & Confidential

[Date]

Dear [Name],

Following your submission of a proposal to the FAPESP PAPPE-PIPE III programme, I am

writing to set out the terms upon which Imprimatur Capital Limited (‘Imprimatur’) would seek to
engage with [Company Name] (‘the Company’), become shareholders, and assist in the
development of the Company over time.
Please note, the terms in this offer remain valid until [Date], after which, if no formal acceptance
has been agreed, this offer will lapse.

Yours Sincerely

Executive Director, Imprimatur Capital Limited Date

2 Investment Agreement: Key Terms and Outline Process

Investment & Structure

Imprimatur will acquire [ 40 – 60 ]% of the issued Ordinary Share Capital of the Company
through the combination of a cash investment of GBP [XXX], (payable in tranches set out
against milestones) and through the provision of Value Added Services as outlined below.
Please note, while FAPESP will not be a shareholder in the Company, under the terms of the
FAPESP – Imprimatur agreement, in recognition of the financial and other support provided by
FAPESP, if IMPRIMATUR obtains a benefit from funding the opportunity it will reimburse
FAPESP to an amount of 30% of the realized revenue, as as an Intellectual Property reward.

Upon investment in the Company, ownership of Ordinary Shares will be structured as follows:

[Name] [X]%

[Name] [X]%

[XXXX]

Imprimatur Capital [X]%

TOTAL 100%

Completion of such an investment by Imprimatur will be subject to the following conditions:

(i) Imprimatur concluding satisfactory technical, commercial, legal, and financial due
diligence;
(ii) The Company receiving clear title to all relevant patents and other IP;
(iii) Imprimatur agreeing to a [X] month business plan for the Company (to include
milestones);
(iv) The final terms and conditions of an investment in the Company (as will be set out in the
Articles of Association and Investment Agreement) being agreeable to all parties.

Value Added Services

Upon completion, Imprimatur would by way of assistance to and working alongside the
Company provide a range of commercialisation services to the Company that if costed in the
open market would have a significant cash value. Services that would be made available to the
company, at no cash cost to the business include working with the Directors / Management of
the Company in:
 Identification, selection, and appointment of experienced management personnel with
sector specific knowledge;
 Identification, selection and appointment of an experienced Advisory Panel with sector
specific knowledge;
 Advice, support and direction with future business planning and financial modelling;
 Advice on the Implementation of an intellectual property protection and licensing strategy;
 Assistance with the structuring and negotiation of licenses and commercial contracts;
 Implementation of appropriate internal financial control processes and legal governance
of the business, directly and through known third parties;
 Access to Imprimatur’s relevant contacts and industry network, and where appropriate,
introductions to potential customers and partners to get products into the market place
quickly;
 General day-to-day advice and support during initial formation and growth of the
Company.

Process & Timing

To draw matters to completion, the sequence and timing of events we envisage includes:
a. ) The Company provides written confirmation of its agreement to the key terms outlined in
this letter Including those set out in Appendix 1);
Timing: by [Date];
b. ) Imprimatur undertakes full legal, technical, scientific and commercial due diligence and
subject to its satisfactory completion.
Timing: by [Date];
c. ) Subject to the completion of satisfactory due diligence, Imprimatur will complete the legal
and financial acquisition of an agreed percentage of the Company’s equity by the signing
of a formal Investment Agreement;
Timing: [Date];

In consideration of Imprimatur expending time and professional and other fees in progressing
this proposal with the Company, the Company and its employees agree and undertake that they
will not directly or indirectly for a period ending on the earlier of: (i) a date falling [X] working
days following the date of acceptance of the terms of this proposal; or (ii) the date that
Imprimatur Capital notifies the Company of their intention not to proceed with this proposal; or
(iii) the date on which negotiations regarding the documentation to be entered into pursuant to
the acceptance of the terms of this proposal irretrievably break-down or are ended by mutual
agreement; or (iv) the date on which the investment anticipated by this proposal is completed,
solicit, directly or indirectly, further offers for the purchase and / or subscription of shares in the
Company (or any part thereof) or any material part of the business, assets or undertaking of the
Company or enter into or continue to seek negotiations with any party other than Imprimatur
Capital in connection with such matters. Each of Imprimatur and the Company will meet its own
legal, accountancy and other costs in relation to the negotiation and completion of the
investment, whether or not the investment proceeds to completion.

If you agree with the above terms and those set out in Appendix 1 below, please indicate so by
signing and faxing a copy of this proposal to us (Fax: +44 (0) 207 929 4500).

I hereby agree with the above terms.

[Authorised Signatory, Company] Date

[Authorised Signatory, Company] Date
Appendix 1: Key Terms of Investment Agreement

Issuer: [Company]

Investor: Imprimatur Capital Limited (or its designated investment holding

company Letzone Ltd.)

Investment: GBP [X] for [X]% of the Ordinary shares in the Company. The
investment amount will be drawn down in tranches, subject to the
achievement of the milestones listed below

Milestones: To be agreed between [Company] and Imprimatur in concultation

with FAPESP where appropriate.

Use of Proceeds: To be agreed between [Company] and Imprimatur in consultation

with FAPESP where appropriate.

Board of Directors: Imprimatur shall be entitled to appoint and maintain a director on

the board of directors of the Company. The Imprimatur
representative shall have the right to be appointed to be a member
of any executive, audit and / or compensation committee of the
board when they are established.

Investor Protections Imprimatur to receive standard investor protection and information

rights in the Investment Agreement

Tag-Along Rights: If the founders of the Company propose to sell their shares,
Imprimatur reserves the right to tag along with the sale by way of a
pro rata apportionment among selling shareholders of the shares
being purchased by the third party

Employment Key employees and consultants to the Company will enter into a
Agreements: standard form of employment and non-competition agreement with
the Company. Such employment agreement will be in a form
acceptable to Imprimatur and include terms relating to restraint of
trade, assignment of inventions and intellectual property rights