definiens: , withcapitalized terms not otherwise defined herein having the meanings given to such terms in the ImplementationAgreement ), I, the undersigned, hereby irrevocably and unconditionally ( save as specified below ) undertake, represent and warrant to and confirm and agree with [COMPANY], with effect from the date of this undertaking, that : ( a ) I am the beneficial owner ( and unless otherwise specified in the schedule to this undertaking am also theregistered holder and to the extent that I am not the registered holder I will ( so far as I am able ) procurecompliance by such registered holder(s ) with the terms of this undertaking ), of the number of shares in thecapital of the Company ( the ) specified in paragraph 1 of the schedule to this undertaking ( the ) ( which expression shall include any other Shares acquired or purchased by theundersigned after the date of this undertaking or any other shares or interests attributable to or derived fromsuch Committed Shares ) ; ( b ) I shall exercise, or ( so far as I am able in relation to shares of which I am the beneficial owner but not theregistered owner ( ) ) procure the exercise of, all voting rights attaching to theCommitted Shares to vote in favour of all resolutions to approve the Scheme, and any related mattersproposed at any general or class meeting ( the ) and the Court convened meetings ( the ) of the Company to be convened and held in connection with the Scheme, or at anyadjournment of any such meeting ; 68 ( c ) I shall execute, or ( so far as I am able in relation to Beneficial Owned Shares ) procure the execution of, anyforms of proxy in respect of the Committed Shares required by [COMPANY] appointing any person nominatedby [COMPANY] to attend and vote at any General Meeting or Court Meeting in respect of the resolutions toapprove the Scheme, and any related matters, and shall ensure that any such executed forms of proxy arereceived by Astex not later than 3.00 p.m. on the fifth business day ( being any day which is not a Saturday, Sunday, a bank holiday or a public holiday in England and Wales ( a ) ) after receipt by me ofthe formal document setting out the terms and conditions of the Scheme ( the ) ; ( d ) I shall not revoke, or procure the revocation of, the terms of any proxy submitted in accordance with sub - paragraph 1.1(c ), other than by attendance at any General Meeting or Court Meeting where I vote in favourof the Scheme in accordance with this undertaking ; ( e ) I have been granted share options under the share schemes ( the ) over the number of sharesas specified in paragraph 2 of the schedule to this undertaking ( the ) and confirm that the Optionsare still subsisting as of the date of this undertaking and that I am beneficially entitled to the Options and, inrespect of those Options, I undertake that following the making of the proposals to the holders of optionsunder the Share Schemes as are set out in the Implementation Agreement, in respect of such of the Optionswhich become exercisable in accordance with the rules of the Share Schemes as a result of the Acquisition, Ishall either : ( i ) accept such proposals made in respect of such Options ; or ( ii ) exercise in full the relevant Option ; and ( iii ) vote in favour of all resolutions to approve the Scheme in accordance with paragraph 1.1(c ) abovein respect of all of the Shares that I receive where the exercise price per Share of such Option is lessthan the offer price per Share under the terms of the Acquisition