DEPOSIT AGREEMENT by and among RENALYTIX AI plc and CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [●], 2020Deposit Agreement • July 13th, 2020 • Renalytix AI PLC • Services-medical laboratories • New York
DEPOSIT AGREEMENT, dated as of [●], 2020, by and among (i) Renalytix AI plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
RENALYTIX PLC and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFWarrant Agreement • September 28th, 2023 • Renalytix PLC • Services-medical laboratories • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between RENALYTIX PLC, a public limited company incorporated under the laws of England and Wales under company number 11257655 and having its registered office at Finsgate, 5-7 Cranwood Street, London EC1V 9EE, United Kingdom (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • May 15th, 2024 • Renalytix PLC • Services-medical laboratories • New York
Renalytix plc, a public limited company incorporated under the laws of England and Wales (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
RENALYTIX PLC AND _____________, AS WARRANT AGENT FORM OF ORDINARY SHARES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • September 28th, 2023 • Renalytix PLC • Services-medical laboratories • New York
THIS ORDINARY SHARES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between RENALYTIX PLC, a public limited company incorporated under the laws of England and Wales under company number 11257655 and having its registered office at Finsgate, 5-7 Cranwood Street, London EC1V 9EE, United Kingdom (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 28th, 2023 • Renalytix PLC • Services-medical laboratories • New York
This Employment Agreement (the “Agreement”) is entered into on October 12, 2018 and shall become effective on the date of admission of the entire issued share capital of Renalytix AI plc (“Parent”) to trading on AIM, the market operated by London Stock Exchange plc (the “Effective Date”), by and among Oliver James Sterling (the “Employee”) and Renalytix AI, Inc. (“Renalytix DE” or the “Company”), a Delaware corporation, and the Parent (collectively with Renalytix DE, the “Group”).
SECURITIES PURCHASE AGREEMENT (Ordinary Shares)Securities Purchase Agreement • February 8th, 2023 • Renalytix PLC • Services-medical laboratories • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 7, 2023 (the “Effective Date”), by and among Renalytix plc, a public limited company incorporated under the laws of England and Wales (the “Company”), and each purchaser identified on the signature pages hereto (each a “Purchaser” and collectively the “Purchasers”).
RELATIONSHIP AGREEMENTRelationship Agreement • September 28th, 2023 • Renalytix PLC • Services-medical laboratories
Dated 2 NOVEMBER 2018 DIRECTORS SERVICE AGREEMENT Berry Smith Haywood House Dumfries Place Cardiff CF10 3GADirectors Service Agreement • September 28th, 2023 • Renalytix PLC • Services-medical laboratories
Dated 12 March 2024 RENALYTIX PLC as the CompanyandSTIFEL NICOLAUS EUROPE LIMITED as Bookrunner PLACING AGREEMENT in respect of a Placing to raise gross proceeds of approximately £7.8 millionPlacing Agreement • March 13th, 2024 • Renalytix PLC • Services-medical laboratories
REGISTRATION RIGHTS AGREEMENT by and between Icahn School of Medicine at Mount Sinai and Renalytix AI plc Dated as of June 24, 2020Registration Rights Agreement • June 24th, 2020 • Renalytix AI PLC • Services-medical laboratories • New York
REGISTRATION RIGHTS AGREEMENT dated as of June 24, 2020, by and between Renalytix AI plc, incorporated and registered in England and Wales with company number 11257655 (the “Company”), and Icahn School of Medicine at Mount Sinai, a New York not-for-profit education corporation (together with any transferee referred to in Section 12 hereof, the “Investor”).
KANTARO BIOSCIENCES LLC OPERATING AGREEMENT Dated as of May 4, 2020Operating Agreement • June 24th, 2020 • Renalytix AI PLC • Services-medical laboratories • New York
This Operating Agreement dated as of May 4, 2020 (this “Agreement”), by and between Icahn School of Medicine at Mount Sinai, a New York educational corporation (“ISMMS”), and Renalytix AI, Inc., a Delaware corporation (“Renalytix”), each as Members of Kantaro Biosciences LLC, a Delaware limited liability company (the “Company”). Capitalized terms used and not defined elsewhere in this Agreement have the meanings set forth in Article I of this Agreement.
DB Capital Partners Healthcare, L.P. c/o Robert T. Dhamer DBC I, LLC Brownsville, TX 78520 (the “Purchaser”) Re: Securities Purchase Agreement Dear Sirs and Madams:Securities Purchase Agreement • April 23rd, 2024 • Renalytix PLC • Services-medical laboratories
Reference is made to the securities purchase agreement between Renalytix plc (the “Company”) and the Purchaser dated 5 April 2024 (the “Securities Purchase Agreement”). The Purchaser has notified the Company by serving a Subsequent Tranche Notice on 18 April 2024 of their election to purchase 1,333,334 Ordinary Shares (the “Subsequent Tranche Shares”) for a total subsequent tranche purchase price of $500,000.25 (the “Notice”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Securities Purchase Agreement.
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • June 24th, 2020 • Renalytix AI PLC • Services-medical laboratories • New York
This Advisory Services Agreement (this “Agreement”), effective as of May 4, 2020 (the “Effective Date”), is by and between Kantaro Biosciences LLC, a Delaware limited liability company with a principal business address of 1460 Broadway, New York, New York 10036 (“Company”) and Renalytix AI, Inc., a Delaware corporation having a principal business address at 1460 Broadway, New York, New York 10036 (“Service Provider”). Capitalized terms used and not defined elsewhere in this Agreement have the meanings set forth in Section 1 of this Agreement.
REGISTRATION RIGHTS AGREEMENT by and between The Hamilton E. James 2003 Childrens Trust and Renalytix plc Dated as of February 6, 2023Registration Rights Agreement • February 8th, 2023 • Renalytix PLC • Services-medical laboratories • New York
EXCLUSIVE LICENSE AND COLLABORATION AGREEMENTExclusive License and Collaboration Agreement • June 24th, 2020 • Renalytix AI PLC • Services-medical laboratories • New York
THIS EXCLUSIVE LICENSE AND COLLABORATION AGREEMENT (this “Agreement”) dated as of May 30, 2018 (“Effective Date”), is entered into between ICAHN SCHOOL OF MEDICINE AT MOUNT SINAI, a New York not-for-profit education corporation (“ISMMS”), with a place of business at One Gustave L. Levy Place, New York, New York 10029, and RENALYTIX AI, plc., a United Kingdom public limited company (“RenalytixAI”), having a place of business at Avon House, 19 Stanwell Road, Penarth, Cardiff, UK CF64 2EZ.
Consulting Services AgreementConsulting Services Agreement • June 12th, 2024 • Renalytix PLC • Services-medical laboratories • Utah
This Consulting Services Agreement (“Agreement”) is made and entered into as of June 7th, 2024 by and between Renalytix AI, Inc. (the “Company”), and the undersigned individual (“Consultant”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company and Consultant is willing to perform such services, on terms set forth more fully below. In consideration of the mutual promises contained herein, the parties agree as follows:
Dated 5 April 2022 Amendment and Restatement Agreement in respect of the Original Bond Agreement by Renalytix plc with CVI Investments, Inc. as Initial Bondholder White & Case LLP 5 Old Broad Street London EC2N 1DWBond Agreement • October 31st, 2022 • Renalytix PLC • Services-medical laboratories
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
Dated 28 March 2024 Second Amendment and Restatement Agreement in respect of the Original Bond Agreement by Renalytix plc withSecond Amendment and Restatement Agreement • March 29th, 2024 • Renalytix PLC • Services-medical laboratories
Dated 1 October 2024 RENALYTIX PLC as the Company AND OBERON CAPITAL (A TRADING NAME OF OBERON INVESTMENTS LIMITED) as Broker PLACING AGREEMENT in respect of a Placing of Ordinary Shares to raise gross proceeds of approximately £10 million in two tranchesPlacing Agreement • October 1st, 2024 • Renalytix PLC • Services-medical laboratories
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 9th, 2024 • Renalytix PLC • Services-medical laboratories • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of April 5, 2024 between Renalytix plc, a public limited company incorporated under the laws of England and Wales (the “Company”), and each of the purchasers identified on Schedule A attached hereto (including such purchasers successors and assigns, each a “Purchaser” and, collectively, the “Purchasers”). The terms “party” and “parties” shall refer to each of the Company and each Purchaser, as the context requires.
April 17, 2024 Thomas McLain Dear Tom:Separation Agreement • April 23rd, 2024 • Renalytix PLC • Services-medical laboratories
As we have discussed, your employment with Renalytix AI, Inc. (the “Company”) is coming to an end, effective as of April 30, 2024 (the “Separation Date”). The purpose of this letter agreement (this “Agreement”) is to confirm the terms concerning your transition from employment. Capitalized terms not defined in this Agreement will have the respective meanings ascribed to them in the Employment Agreement by and between you and the Company, dated as of June 1, 2019 (the “Employment Agreement”).
ContractLicense Agreement • June 24th, 2020 • Renalytix AI PLC • Services-medical laboratories • New York
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted because Renalytix AI plc has determined it is not material and would be competitively harmful if publicly disclosed.
