definiens: means the annual accounts of the Company for the financial year ended on the Accounts Date ; means 31 December 2020 ; means the acquisition instrument pursuant to which the Sale Shares are sold by, assigned and transferred from theSellers holding such Sale Shares to the Buyer in the form to be agreed in good faith between the Buyer and the Sellers as soon as reasonablypracticable after the date of this Agreement ; means, with respect to any speciﬁed person, any other person that, directly or indirectly, is controlled by, controls or is under commoncontrol with such ﬁrst person . For purposes of this deﬁnition, shall include ( i ) the ownership of more than 50 per cent . of the legal orbeneﬁcial interest in any person, ( ii ) the legal power to direct or cause the direction of the management and policies of such person, whetherthrough the ownership of voting securities, by contract or otherwise, ( iii ) the ability to appoint, directly or indirectly, the majority of its directors orexecutive oﬃcers, ( iv ) the ability to exercise, directly or indirectly, a majority of the votes exercisable at a general meeting and ( v ) the right toreceive, directly or indirectly, a majority of the proceeds arising from : ( a ) any declaration of a dividend, or ( b ) a distribution arising in the course ofwinding up, whether solvent or insolvent, or any return of capital to shareholders or members ; the expressions and shallbe construed accordingly ; 1 means ( a ) in relation to an individual, any person who at any relevant time is connected with that individual within the meaning ofsection 32 para 1 of the Austrian Insolvency Code ( Insolvenzordnung ) and ( b ) in relation to a corporation, partnership, association or other publicor private legal entity of whatsoever nature, any Aﬃliate of that corporation, partnership, association or other public or private legal entity at anyrelevant time ; means any indemnity, guarantee or similar commitment ; means the generally accepted accounting principles, policies and practices applied in Austrian and applicable to the Company, as in effect from time to time, applied by the Company on a basis consistent with past practice ; means the approval of the Transaction being granted by the Austrian Ministry for Digitalization and EconomicAﬀairs ( Bundesministerium für Digitalisierung und Wirtschaftsstandort ) in accordance with the Austrian Investment Control Act(Investitionskontrollgesetz, Austrian Federal Gazette I 87/2020 ) or any waiting or other time or limitation period in relation to the Transactionunder the Austrian Investment Control Act having expired, lapsed, waived or otherwise terminated ; means € 700,000, being the amount of the grant received by the Company from Austria Wirtschaftsservice GmbH and which willbecome repayable upon Completion ; means a Key Person who gives or receives notice to cease to be employed or otherwise engaged by the Buyer ’s Group ( includingwhere such Key Person is placed on garden leave by the relevant member of the Buyer ’s Group in accordance with his employment agreementpending termination of his employment on a date that has been specified ): ( a)as a result of termination by the relevant employing entity for a Good Reason ; or ( b)as a result of his voluntary resignation other than ( i ) as a result of death, long - term ill health or disability of the Key Person or a closefamily member of the Key Person resulting in such Key Person ’s inability to perform their role or duties as required by their ServiceAgreement, or ( ii ) for cause in accordance with section 26 of the Austrian Employees Act ( Angestelltengesetz ) ; means the earlier of the date upon which the Bad Leaver ( i ) ceases to be employed or otherwise engaged by the Buyer’sGroup or ( ii ) is placed on garden leave by the relevant member of the Buyer ’s Group in accordance with his employment agreement pendingtermination of his employment on a date that has been specified ; means the business operations of the Company as conducted at the date of this Agreement ; 2 means a day that is not a Saturday or Sunday or a public holiday in England, Austria or the State of New York, United States ofAmerica ; means an Austrian limited liability company ( Gesellschaft mit beschränkter Haftung ) having a share capital of at least EUR 70,000.00 tobe incorporated by the Parent pursuant to clause 5.10 ; " Buyer Accession Deed “ means a deed of accession to this agreement to be executed in the form to be agreed in good faith between theParent and the Sellers as soon as reasonably practicable after the date of this Agreement means Kunz Wallentin Rechtsanwälte GmbH ; means the Parent, the Buyer and their Aﬃliates at any relevant time ( and, following the Parent Reorganisation, the NewParent Holdco and any intermediate holding company ) ; means Cooley ( UK ) LLP ; means : ( a)the Cash Sum ; ( b)less the Phantom Rights Amount ; ( c)plus the Completion Accounts Adjustment Amount ; means the percentage of the Cash Consideration for the Relevant Sale Share receivable by the relevantSeller, as set out in column ( C ) of Schedule 1 ; means € 25,002,098 ; means the license agreement dated 22 December 2020 between CeMM – Forschungszentrum für MolekulareMedizin GmbH and the Company ; means the payment to be made by the Company to CeMM – Forschungszentrum für Molekulare Medizin GmbH pursuant tothe CeMM License Agreement as a consequence of the performance of the transactions contemplated by this Agreement ( exclusive of VAT, ifany ) ; has the meaning given in clause 12.4 ; means a power of attorney granted by each Key Person to the Parent for the purpose of enforcing its rightsunder Clause 12, in the agreed form ; has the meaning given in clause 12.1 ; has the meaning given in clause 12.2 ; means all applicable competition, state aid, antitrust or merger control laws in any jurisdiction in which the Company hasmaterial assets or carries on business ; 3 means completion of the sale, transfer and assignment of all the Sale Shares in accordance with section 3.1 of this Agreement ; means the balance sheet of the Company as at the Completion Date and the proﬁt and loss account of the Companyfor the period from the Accounts Date to the Completion Date, as agreed or determined in accordance with Schedule 9, in each case drawn upusing the format set out in Part 4 of Schedule 9 ; means an amount ( which may be positive or negative ) equal to the amount ( if any ) by which theCompletion Working Capital exceeds the Target Working Capital or ( as the case may be ) the amount ( if any ) by which the Completion WorkingCapital is less than the Target Working Capital ; has the meaning set out in clause 7.1 ; means the statement of the Completion Working Capital in the format set out in Part 3 of Schedule 9 and as agreed ordetermined in accordance with Part 1 of Schedule 9 ; means the aggregate value of the current assets of the Company as at the Completion Date, less the aggregatevalue of the current liabilities ( including for the avoidance of doubt any liabilities for or in respect of Tax, but excluding the Phantom RightsAmount, the AWS Amount, and the amounts of any investments made or agreed to be made by the Company after the date of this Agreementwith the prior written consent of the Parent ( for which purposes the consent procedure pursuant to clause 5.2 shall apply ) ) of the Company as atthe Completion Date, in each case as derived from the Completion Accounts and stated in the Completion Statement ; means the Austrian Regulatory Condition and the Parent Reorganisation Condition ; has the meaning given in clause 8 ; means a violation by a Key Person of any non - compete and non - solicitation covenants imposed by the relevant KeyPerson ’s Service Agreement but only to the extent that the actions and/or circumstances giving rise to such violations would, if they had occurredimmediately following the cessation of such Key Person ’s employment or engagement by the Buyer ’s Group, have constituted a breach of thepost - contractual non - compete and non - solicitation covenants imposed by the relevant Key Person ’s Service Agreement ; means the electronic data room made available by the Company to the Parent via Brainloop Secure Dataroom Solutions until 5pmon the date falling two Business Days prior to the Completion Date ; means a deed of adherence to the shareholders ’ agreement in respect of the Parent or, to the extent that Completionoccurs after the completion of the Parent Reorganisation and prior to the IPO, a deed of adherence to the shareholders ’ agreement in respect ofthe New Parent Holdco ; 4 means disclosed in the Disclosure Letter or the Data Room in suﬃcient detail to identify the nature and scope of that matter and theWarranties qualified by it ; means the documents ( i ) listed in the index of documents attached to the Disclosure Letter and ( ii ) contained in theData Room ; means the disclosure letter in the agreed form to be issued from the Key Persons to the Parent, dated with the date of thisAgreement ; means the amount ( if any ) due for payment by the Sellers to the Parent in respect of a Notified Claim that has been Resolved ; means any person employed or engaged by the Company on the Completion Date or any other person who held such a position atthe Company at any time during the period of 12 months ending on the Completion Date ; means a mortgage, charge, pledge, lien, option, restriction, right of ﬁrst refusal, right of pre - emption, retention of titlearrangement or other third party right, interest or claim of any kind or any agreement or commitment to create or give any of the foregoing, unlessprovided by the articles of association of a person ; means the aggregate amount of payments to be made by the Company pursuant to the Company 's phantom shareparticipation plan dated 7 February 2021 and the individual allocation agreements related thereto as a consequence of the performance of thetransactions contemplated by this Agreement, including, for the avoidance of doubt, all Payroll Tax for which the Company is liable to account inconnection therewith ; means the amount ( if any ) by which the Estimated Completion Working Capital exceeds the Target WorkingCapital or ( as the case may be ) the amount ( if any ) by which the Estimated Completion Working Capital is less than the Target Working Capital, which may be a positive or a negative number ; means : ( a)the Cash Sum ; ( b)less the Estimated Phantom Rights Amount ; ( c)plus the Estimated Adjustment Amount ; means the Sellers ' estimate of the Completion Working Capital as set out in the notice given by theSellers ' Representatives ( acting jointly ) under clause 5.7 ; means the Sellers ' estimate of the Phantom Rights Amount ( considering the Retention Amount ) as setout in the notice given by the Sellers ' Representatives ( acting jointly ) under clause 5.7 ; has the meaning in part 1 of Schedule 6 ; 5 means with respect to the conversion of a particular currency into another currency on a particular date, the closing mid - pointrate for conversion of the ﬁrst currency into that other currency on that date or, if that date is not a Business Day, on the ﬁrst Business Day afterthat date, in both cases as set out in the London edition of the Financial Times containing exchange rates applicable to the relevant BusinessDay ; has the meaning ascribed to it in clause 24.1 ; means Dr Nikolaus Krall or any other Founder appointed as a replacement in accordance with clause 24.3 ; means each of the Warranties in parts 2 and 3 of Schedule 5 ; means a claim for breach of any of the General Warranties ; means a Key Person who gives or receives notice to cease to be employed or otherwise engaged by the Buyer ’s Group(including where such Key Person is placed on garden leave by the relevant member of the Buyer ’s Group in accordance with his employmentagreement pending termination of his employment on a date that has been specified ) and who is not a Bad Leaver ; means : ( a)fraud, dishonesty, misconduct or other material or persistent breach by the Key Person of his Service Agreement or any general policiesof the Buyer ’s Group applicable to all employees of the Buyer 's Group ( including him ), which would permit the relevant employing entityto terminate the Key Person ’s employment for cause ( aus wichtigem Grund ) in accordance with such Key Person 's Service Agreement, Art 27 paragraph 1 and paragraphs 3 to 6 of the Austrian Employees Act ( Angestelltengesetz ) ; or ( b)any Covenant Incompliance by a Key Person prior to cessation of his employment with the Buyer 's Group, and, for the avoidance of doubt, Good Reason shall not include a Key Person being made redundant by the employing entity ; has the meaning ascribed to it in clause 24.1 ; means Air Street Capital I LP or any other Investor appointed as a replacement in accordance with clause 24.3 ; means the warranties set out in Part 2 of Schedule 5 ; means a claim for breach of any of the IP Warranties ; means an initial public oﬀering of shares or securities representing shares of the Parent ( or the New Parent Holdco ) on a stock exchangeor the listing of its shares or securities representing its shares on a stock exchange or a listing through any other method including by way of adirect listing or a de - spac transaction ; 6 means the Income Tax ( Earnings and Pensions ) Act 2003 ; means Dr Nikolaus Krall and Dr Gregory Vladimer ; means the leases listed in Schedule 7 ; means, with respect to a specified Seller, the percentage set out in column ( G ) of Schedule 1 ; means in relation to any matter, any positive damages ( positiver Schaden ), including reasonable legal costs for the adequateprosecution of claims ( zweckentsprechende Rechtsverfolgung ) ; means the payment to be made by the Company to Medizinische Universität Wien pursuant to the exit bonus and dividendparticipation agreement entered into by Medizinische Universität Wien, the Company, Dr Giulio Superti - Furga, Dr Gregory Vladimer, Dr BerendSnijder and Dr Nikolaus Krall dated 9 August 2017 as a consequence of the performance of the transactions contemplated by this Agreement ; has the meaning ascribed to it in clause 7.9 ; means completion of the Merger in accordance with the Merger Instrument ; means the date on which the Merger becomes effective ; means the merger instrument in relation to the Merger to be entered into between the Buyer and the Company in the formto be agreed in good faith between the Buyer and the Sellers as soon as reasonably practicable after the date of this Agreement ; means such parts of Outstanding Shares ( Geschäftsanteile ) as listed in column ( B3 ) of Schedule 1, each such part of anOutstanding Share being a ; means a newly formed holding company ( or ultimate holding company ) of the Buyer incorporated in England and Waleswhich has become the parent ( or ultimate parent ) company of the Parent as a result of the Parent Reorganisation ; means a deed of accession to this agreement to be executed in form of an Austrian notarial deed in theform to be agreed in good faith between the Parent and the Sellers as soon as reasonably practicable after the date of this Agreement, pursuantto which New Parent Holdco will accede to this Agreement and undertake to take certain actions including issuing the Consideration Shares tothe Sellers in accordance with the provisions of this Agreement ; means a Warranty Claim or a Tax Claim that is notiﬁed by the Parent to the Sellers in accordance with the relevant provision ofparagraph 2 of Schedule 8 on or before the Release Date ; means a Notified Claim which has not been Resolved on or before the Release Date ; 7 means all issued and outstanding share quotas ( Geschäftsanteile ) in the Company, corresponding to a fully - paid upshare capital contribution ( Stammeinlage ) of in aggregate EUR 66,646.00 ; each individual share quota ( Geschäftsanteil ) held by a Seller andcorresponding to a fully - paid up capital contribution ( Stammeinlage ) in the respective amount as listed in column ( B1 ) of Schedule 1, being an ; means the proposed issuance of shares by a new holding company to the shareholders of the Parent in exchange forthe transfer of their shares in the Parent to the new holding company with the intention of inserting the New Parent Holdco above the Parent asits parent ( or ultimate parent ) company ; has the meaning given in clause 2.1(b ) ; has the meaning in part 1 of Schedule 6 ; means any right to receive any amount in respect of securities or in connection with the sale or disposal of securities ( includingany right pursuant to any phantom option arrangement in respect of securities ) in the Company ( including for the avoidance of doubt the ESOPPayment, the MedUni Payment and the CeMM Payment ) ; means the sum of [ * * * * ] ; means the properties occupied by the Company under the Leases and a reference to a is a reference to any one ofthem ; has the meaning given in clause 4.1 ; means the date on which the Completion Accounts become final and binding on the Parties in accordance with Schedule 9 ; means in respect of a Seller, that Sale Share ( Geschäftsanteil ) set against that Seller 's name in column ( B2 ) of Schedule1 ; has the meaning given in part 1 of schedule 6 ; means, in respect of a Notiﬁed Claim : ( a ) agreed in writing between the Parent and the Sellers as to both liability and quantum;(b ) ﬁnally determined ( as to both liability and quantum ) by a court of competent jurisdiction with no right of appeal or where such right of appealhas lapsed, or ( c ) unconditionally withdrawn by the Parent in writing ; means the account held in the name of the Retention Agent details of which are provided by the Retention Agent to theParent and the Sellers ’ Representatives no later than 5 Business Days prior to the Completion Date ; means Dr Rudolf Kaindl, Austrian notary public of Kaindl, Dürr, Schuller - Köhler & Partners, Donaustadtstraße 1, A-1220Vienna ; means € 500,000.00 ; 8 means the letter to be entered into between the Parties and the Retention Agent in respect of the management of theRetention Account in the form to be agreed in good faith between the Buyer and the Sellers as soon as reasonably practicable after the date ofthis Agreement ; means such parts of Outstanding Shares ( Geschäftsanteile ) as listed in column ( B2 ) of Schedule 1, each such part of anOutstanding Share being a ; has the meaning given in clause 19.1 ; means the amount set out next to the relevant Seller ’s name in column ( F ) of Schedule 1 minus any payments made bysuch Seller pursuant to clause 9.2(a ) or 9.3(a ) ( if any ) plus any payments received by such Seller pursuant to clause 9.2(b ) or 9.3(b ) ( if any ) ; means the Founders ' Representative and the Investors ' Representative ; means BRANDL TALOS Rechtsanwälte GmbH ; means the amended and restated shareholders ' agreement relating to the Parent entered into inconnection with the Parent 's series D ﬁnancing round by the Parent, its existing shareholders, the manager and certain investors dated27 April 2021 ; means the subscription agreement in relation to the Series D ﬁnancing round of the Parent entered into bythe Parent and certain investors, dated 27 April 2021 ; means the service agreements in the agreed form between the Company and each of the Key Persons respectively ; means clauses 1, 2.6, 17, 21 to 28, 32 and 33 ; means € [ * * * * ], being the amount agreed by the Parties to be the target working capital of the Company at Completion ; or has the meaning given in Part 1 of Schedule 6 ; has the meaning given in Part 1 of Schedule 6 ; means a claim under the Tax Covenant or a Tax Warranty Claim ; means the tax covenants given in favour of the Parent set out in Part 3 of Schedule 6 ; means the warranties set out in Part 2 of Schedule 6 ; means a claim for breach of any of the Tax Warranties ; means the warranties set out in Part 1 of Schedule 5 ; 9 means the Buyer becoming the holder of the entire business of the Company by way of the acquisition of the Sale Shares andthe Merger, pursuant to the terms of this Agreement ; has the meaning given in clause 12.1 ; means value added tax and any similar tax on sales or turnover ; means the warranties set out in Schedule 5, and the Tax Warranties ; and means a claim for breach of any of the Warranties, other than a Tax Warranty Claim