Exhibit 10.1

(***) cERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(b)(10). SUCH excluded INFORMATION IS BOTH (I) NOT MATERIAL AND (II) the type that the registrant treats as private or confidential.

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LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT is made and dated as of May 14, 2024 and is entered into by and among ADAPTIMMUNE THERAPEUTICS PLC, a public limited company registered under the laws of England and Wales with company number 09338148 (“Parent” and “Company”), ADAPTIMMUNE LLC, a Delaware limited liability company (“Adaptimmune US”), CM INTERMEDIATE SUB I, INC., a Delaware corporation (“Intermediate Sub I”), CM INTERMEDIATE SUB II, INC., a Delaware corporation (“Intermediate Sub II”), TCR² THERAPEUTICS INC., a Delaware corporation (“TCR”), TRUCS Therapeutics Limited, a company registered under the laws of England and Wales with company number 11749031 (“TRUCS”), and ADAPTIMMUNE LIMITED, a private limited company registered under the laws of England and Wales with company number 06456741 (“Adaptimmune Limited ”), and each other Person that has delivered a Joinder Agreement pursuant to Section 7.13 from time to time party hereto (together with Parent, Adaptimmune US, Intermediate Sub I, Intermediate Sub II, TCR, TRUCS and Adaptimmune Limited, jointly and severally, individually or collectively, as the context may require, “Borrower”), the several banks and other financial institutions or entities from time to time party hereto as lenders (each, a “Lender”, and collectively “Lenders”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and Lenders (in such capacity, including any successors or assigns, “Agent”).  

RECITALS

A.Borrower has requested Lenders make available to Borrower up to five (5) tranches of term loans in an aggregate principal amount of up to One Hundred Twenty-Five Million Dollars ($125,000,000) (the “Term Loans”); and

B.Lenders are willing to make the Term Loans on the terms and conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, Borrower, Agent and Lenders agree as follows:

“Account Control Agreement(s)” means any agreement entered into by and among Agent, Borrower and a third-party bank or other institution (including a Securities Intermediary) or, with respect to any Deposit Account maintained in England and Wales, any notice of assignment delivered by the relevant Borrower or chargor to the third-party bank or other institution as contemplated under the Debenture or equivalent Loan Document, in each case, in which Borrower maintains a Deposit Account or an account holding Investment Property and which perfects Agent’s first priority security interest in the subject account or accounts.

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“ACH Authorization” means the ACH Debit Authorization Agreement in substantially the form of Exhibit H, which account numbers shall be redacted for security purposes if and when filed publicly by Borrower.

“Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business, line of business or division or other unit of operation of a Person, or (b) the acquisition of fifty percent (50%) or more of the Equity Interests of any Person, whether or not involving a merger, consolidation or similar transaction with such other Person, or otherwise causing any Person to become a Subsidiary of Borrower, or (c) an IP Acquisition.

“Acquisition Deferred Payments” means, with respect to an Acquisition, (a) any “earnouts,” holdbacks, royalties, profit sharing arrangements, incentive payments, and other similar payments, in each case, solely to the extent such payments are made to the applicable payee upon such payee’s achievement of express performance milestones that were established in writing prior to the date of such payment and (i) approved by Agent in writing or (ii) are in connection with the licensing of Intellectual Property to be used in the operation of the Loan Parties’ businesses, the development of any product by the Loan Parties or otherwise and (b) immaterial purchase price adjustments.

“Advance(s)” means a Term Loan Advance.

“Advance Date” means the funding date of any Advance.

“Advance Request” means a request for an Advance submitted by Borrower to Agent in substantially the form of Exhibit A, which account numbers shall be redacted for security purposes if and when filed publicly by Borrower.

“Affiliate” means (a) any Person that directly or indirectly controls, is controlled by, or is under common control with the Person in question, (b) any Person directly or indirectly owning, controlling or holding with power to vote twenty percent (20%) or more of the outstanding voting securities of another Person, or (c) any Person twenty percent (20%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held by another Person with power to vote such securities,. As used in the definition of “Affiliate,” the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Agreement” means this Loan and Security Agreement, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Amortization Date” means June 1, 2027; provided however, if (a) the First Interest Only Extension Conditions are satisfied, it shall mean June 1, 2028, (b) the Second Interest Only Extension Conditions are satisfied and Borrower has elected for such extension, it shall mean September 1, 2028, (c) the Third Interest Only Extension Conditions are satisfied and Borrower has elected for such extension, it shall mean December 1, 2028, (d) the Fourth Interest Only Extension Conditions are satisfied and Borrower has elected for such extension, it shall mean March 1, 2029, and (e) the Fifth Interest Only Extension Conditions are satisfied and Borrower has elected for such extension, it shall mean the Term Loan Maturity Date.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to Borrower or any of its Affiliates (other than any Affiliates under sub-paragraph (b) of that definition) from time to time concerning or relating to bribery or corruption, including without limitation

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the United States Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010 and other similar legislation in any other jurisdictions.

“Anti-Terrorism Laws” means any laws, rules, regulations or orders of any jurisdiction applicable to Borrower or any of its Affiliates from time to time relating to terrorism or money laundering, including without limitation Executive Order No. 13224 (effective September 24, 2001), the USA PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by OFAC.

“Approval Milestone I” means Agent’s receipt of evidence, in form and substance reasonably satisfactory to Agent (which, for the avoidance of the doubt, may be satisfied by the issuance of a public filing and press release from Borrower of the following), that Borrower has received FDA approval for the sale and marketing of afami-cel for the treatment of advanced synovial sarcoma.

“Approval Milestone II” means Agent’s receipt of evidence, in form and substance reasonably satisfactory to Agent (which, for the avoidance of the doubt, may be satisfied by the issuance of a public filing and press release from Borrower of the following), that Borrower has received full unconditional FDA approval for the sale and marketing of afami-cel for the treatment of advanced synovial sarcoma.

“Bankruptcy Code” means the federal bankruptcy law of the United States as from time to time in effect, currently as Title 11 of the United States Code. Section references to current sections of the Bankruptcy Code shall refer to comparable sections of any revised version thereof if section numbering is changed.

“Blocked Person” means any Person:  (a) listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (b) owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (c)  with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224, or (e)  that is named a “specially designated national” or “blocked person” on the most current list published by OFAC or other similar list.

“Board Approved Forecast” means the Original Plan; as updated from time to time by Borrower, provided that such changes are prepared in good faith and based on assumptions reasonable at such time and delivered to the Agent in accordance with Section 7.1(i) hereof and deemed acceptable to Agent in its reasonable discretion.

“Board of Directors” means, with respect to any Person that is a corporation, its board of directors, with respect to any Person that is a limited liability company, its board of managers, board of members or similar governing body, and with respect to any other Person that is another form of a legal entity, such Person’s governing body in accordance with its Organizational Documents.

“Borrower Products” means all products, software, service offerings, technical data or technology currently being designed, manufactured or sold or that are under clinical investigation or development by Borrower or any of its Subsidiaries or which Borrower or any of its Subsidiaries intends to sell, license, or distribute in the future including any products or service offerings under development, collectively, together with all products, software, service offerings, technical data or technology that have been sold, licensed or distributed by Borrower since its formation or incorporation, excluding, in each case, any products, software, service offerings, technical data or technology (i) not owned by the Borrower or its Subsidiaries or (ii) developed for or on behalf of any third party.

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“Borrower’s Books” means Borrower’s or any of its Subsidiaries’ books and records including ledgers, federal, state, local and foreign tax returns, records regarding Borrower’s or its Subsidiaries’ assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information.

“Business Day” means any day other than Saturday, Sunday and any other day on which banking institutions in London, United Kingdom or the State of California are closed for business.

“Cash” means all cash, cash equivalents and liquid funds.

“Change in Control” means (a) at any time, any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of Securities Exchange Act of 1934, as amended), shall become, or obtain rights (whether by means of warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under Securities Exchange Act of 1934, as amended), directly or indirectly, of more than fifty percent (50.0%) of the ordinary voting power for the election of directors, partners, managers and members, as applicable, of Parent (determined on a fully diluted basis); or (b) at any time, Parent shall cease to own and control, of record and beneficially, directly or indirectly, one hundred percent (100.0%) of each class of outstanding stock, partnership, membership, or other ownership interest or other equity securities of each direct Subsidiary of Parent free and clear of all Liens (other than Permitted Liens).

“Charter” means, with respect to any Person, such Person’s incorporation, formation or equivalent documents (including, without limitation, any memorandum and/or articles of association), as in effect from time to time.

“Clinical Milestone” means (a) Borrower has satisfied the Performance Conditions relating to (***) and (b) Borrower has provided evidence to the Agent in form and substance satisfactory to Agent (which, for the avoidance of doubt, may be satisfied by the issuance of a public filing and press release from Borrower of the following) that (***).

“Closing Date” means the date of this Agreement.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Collateral Claim” means any and all present and future “claims” (used in its broadest sense, as contemplated by and defined in Section 101(5) of the Bankruptcy Code, but without regard to whether such claim would be disallowed under the Bankruptcy Code) of a Lender now or hereafter arising or existing under or relating to this Agreement and related Loan Documents, whether joint, several, or joint and several, whether fixed or indeterminate, due or not yet due, contingent or non-contingent, matured or unmatured, liquidated or unliquidated, or disputed or undisputed, whether under a guaranty or a letter of credit, and whether arising under contract, in tort, by law, or otherwise, any interest or fees thereon (including interest or fees that accrue after the filing of a petition by or against Borrower under the Bankruptcy Code, the Insolvency Act 1986 or any other applicable insolvency laws, irrespective of whether allowable under the Bankruptcy Code, the Insolvency Act 1986 or any other applicable insolvency laws), any costs of Enforcement Actions, including reasonable attorneys’ fees and costs, and any prepayment or termination premiums.

“Common Stock” means the ordinary shares, common stock or American depository shares of the Company.

“Company IP” means any and all of the following, as they exist in and throughout the United States and United Kingdom: (a) Current Company IP; (b) improvements, continuations,

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continuations-in-part, divisions, provisionals or any substitute applications, (c) any patent issued with respect to any of the Current Company IP, any patent right claiming the composition of matter of, or the method of making or using, the Borrower Products in the United States, any reissue, reexamination, renewal or patent term extension or adjustment (including any supplementary protection certificate) of any such patent, and any confirmation patent or registration patent or patent of addition based on any such patent; (d) trade secrets or trade secret rights, including any rights to unpatented inventions, know-how, show-how, operating manuals, confidential or proprietary information, research in progress, algorithms, data, databases, data collections, designs, processes, procedures, methods, protocols, materials, formulae, drawings, schematics, blueprints, flow charts, models, strategies, prototypes, techniques, and the results of experimentation and testing, including samples, in each case, as specifically related to any research, development, manufacture, production, use, commercialization, marketing, importing, storage, transport, offer for sale, distribution or sale of the Borrower Products; (e) any and all IP Ancillary Rights specifically relating to any of the foregoing; and (f) regulatory filings, submissions and approvals related to any research, development, manufacture, production, use, commercialization, marketing, importing, storage, transport, offer for sale, distribution or sale of the Borrower Products and all data provided in any of the foregoing.

“Company Person” means any future, current or former officer, director, manager, member, member of management, employee, consultant or independent contractor of Borrower or any Subsidiary thereof.

“Compliance Certificate” means a certificate in the form attached hereto as Exhibit E.

“Contingent Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to (i) any Indebtedness, lease (excluding operating leases of real property), dividend, letter of credit or other obligation of another Person, including any such obligation directly or indirectly guaranteed, endorsed, co-made or discounted or sold with recourse by that Person, or in respect of which that Person is otherwise directly or indirectly liable; (ii) any obligations with respect to undrawn letters of credit, corporate credit cards or merchant services issued for the account of that Person; and (iii) all obligations arising under any interest rate, currency or commodity swap agreement, interest rate cap agreement, interest rate collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; provided, however, that the term “Contingent Obligation” shall not include endorsements for collection or deposit in the ordinary course of business or guarantees of leases of Loan Parties that do not constitute Indebtedness. The amount of any Contingent Obligation shall be deemed, without duplication of the primary obligation, to be an amount equal to the stated or determined amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the amount that would be required to be shown as a liability on a balance sheet prepared in accordance with GAAP; provided, however, that such amount shall not in any event exceed the maximum amount of the obligations under the guarantee or other support arrangement.

“Copyright License” means any written agreement granting any right to use any Copyright or Copyright registration, now owned or hereafter acquired by Borrower or in which Borrower now holds or hereafter acquires any interest.

“Copyrights” means all copyrights, whether registered or unregistered, held pursuant to the laws of the United Kingdom, the United States of America, any State thereof, or of any other country.

"Debenture" means the Debenture dated as of the Closing Date between each English Borrower party thereto and Agent.

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“Default” means any event, circumstance or condition that has occurred or exists, that would, with the passage of time or the requirement that notice be given or both, become an Event of Default.

“Deposit Accounts” means any “deposit accounts”, as such term is defined in the UCC or the Debenture (as applicable), and includes any checking account, savings account, or certificate of deposit.

“Disqualified Equity Interests” means any Equity Interests that, by their terms (or by the terms of any security or other Equity Interests into which they are convertible or for which they are exchangeable), or upon the happening of any event or condition (a) mature or are mandatorily redeemable (other than solely for Qualified Equity Interests) pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Secured Obligations), (b) are redeemable at the option (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Secured Obligations) of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provide for scheduled payments of dividends in Cash, or (d) are or become convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is one hundred eighty (180) days after the Term Loan Maturity Date, provided that if such Equity Interests are issued pursuant to a plan for the benefit of one or more Company Persons or by any such plan to one or more Company Persons, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by a Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of a Company Person’s termination, death or disability.

“Division” means, in reference to any Person which is an entity, the division of such Person into two (2) or more separate Persons, with the dividing Person either continuing or terminating its existence as part of such division, including, without limitation, as contemplated under Section 18-217 of the Delaware Limited Liability Company Act for limited liability companies formed under Delaware law, Section 17-220 of the Delaware Revised Uniform Limited Partnership Act for limited partnerships formed under Delaware law, or any analogous action taken pursuant to any other applicable law with respect to any corporation, limited liability company, partnership or other entity.

“Domestic Subsidiary” means any Subsidiary organized under the laws of (i) the United States of America, any State thereof, the District of Columbia, or any other jurisdiction within the United States of America or (ii) England and Wales.

“Due Diligence Fee” means (***), which fee has been paid to Agent and received by Agent on April 23, 2024, and shall be deemed fully earned on such date regardless of the early termination of this Agreement.

“Enforcement Action” means, with respect to any Lender and with respect to any Collateral Claim of such Lender or any item of Collateral in which such Lender has or claims a security interest lien or right of offset, any action, whether judicial or nonjudicial, to repossess, collect, accelerate, offset, recoup, give notification to third parties with respect to, sell, dispose of, foreclose upon, give notice of sale, disposition, or foreclosure with respect to, or obtain equitable or injunctive relief with respect to, such Collateral Claim or Collateral. The filing, or the joining in the filing, by any Lender of an involuntary bankruptcy or Insolvency Proceeding against Borrower also is an Enforcement Action.

“English Borrower” means Company, Adaptimmune Limited, TRUCS and any other Loan Party incorporated in England and Wales.

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“Equity Interests” means, with respect to any Person, the capital stock, shares, American depositary shares, partnership or limited liability company interest, or other equity securities or equity ownership interests of such Person.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“Excluded Accounts” means any of the following Deposit Accounts which are designated as such in writing to Agent as of the Closing Date, and with respect to any Deposit Account opened or designated as such after the Closing Date, in the next Compliance Certificate delivered after such Deposit Account is opened or designated: (a) Deposit Accounts exclusively used for payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of Borrower’s or its Subsidiaries’ employees holding an aggregate amount across all such accounts of not more than amounts needed for the then-next two (2) payroll cycles, (b) any Deposit Account which is a zero-balance disbursement account, (c) any Deposit Account which is solely used for disbursements and payments of withheld income taxes, payroll taxes and/or federal, state or local employee taxes, (d) any Deposit Account which is solely used as a trust account, escrow account, or other fiduciary account, (e) accounts used exclusively to maintain cash collateral subject to a Permitted Lien, and (f) other deposit and securities that do not have cash balances at any time exceeding (i) (***) for any such account and (ii) (***) in the aggregate for all such accounts.

“Excluded Property” means, with respect to any Borrower,

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“Excluded Subsidiaries” means (a) all Foreign Subsidiaries; provided that in each of the foregoing cases, (i) the Excluded Subsidiary Condition is satisfied with respect to such Subsidiary, and (ii) no Excluded Subsidiary owns any Borrower Products (it being understood that an Excluded Subsidiary may license Intellectual Property on a non-exclusive basis) and (b) the MSC Subsidiary.  

“Excluded Subsidiary Condition” means, as of the last day of each fiscal quarter for which the most recent quarterly financial statements were delivered in accordance with Section 7.1, (a) the aggregate revenues (under GAAP, but excluding any revenue recognized in connection with cost reimbursement from Parent or any Subsidiary thereof) of any Excluded Subsidiary does not exceed (***) of the consolidated revenues (under GAAP, but excluding any revenue recognized in connection with cost reimbursement from Parent or any Subsidiary thereof) of Parent and its Subsidiaries (and, when taken together with all Excluded Subsidiaries, does not exceed (***) of the consolidated revenues of Parent and its Subsidiaries); and (b) the value of the total assets of any Excluded Subsidiary does not exceed (***) of the consolidated total assets of Parent and its Subsidiaries (and, when taken together with all Excluded Subsidiaries, does not exceed (***) of the consolidated total assets of Parent and its Subsidiaries).

“FDA Good Manufacturing Practices” means the applicable requirements and standards set forth in the Food, Drug, and Cosmetic Act (“FDCA”) and its implementing regulations (for example, for pharmaceuticals being used in Phase 2 or 3 studies, and commercial pharmaceuticals, 21 C.F.R. Parts 210 and 211) and relevant FDA guidance documents (for example, for pharmaceuticals in Phase 1, FDA guidance entitled “CGMP for Phase 1 Investigational Drugs”.

“FDA Laws” means all applicable statutes, rules, regulations, standards, guidelines, policies and orders and Requirements of Law administered, implemented, enforced or issued by FDA or any comparable governmental authority.

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“Financing Milestone I” means Agent’s receipt of evidence, in form and substance reasonably satisfactory to Agent, that Borrower has received not less than (***) in Qualified Equity Issuance Net Proceeds, after the Closing Date and before (***).

“Financing Milestone II” means Agent’s receipt of evidence, in form and substance reasonably satisfactory to Agent, that Borrower has received not less than (***) in Qualified Equity Issuance Net Proceeds (including, for the sake of clarity, of any amounts received in connection with Financing Milestone I), after the Closing Date and before (***).

“Fourth Interest Only Extension Conditions” means satisfaction of each of the following events as of the Amortization Date: (a) the First Interest Only Extension Conditions, the Second Interest Only Extension Conditions and the Third Interest Only Extension Conditions shall have been achieved; (b) no Event of Default shall have occurred which is continuing; and (c) Borrower shall have at all times remained, unless otherwise agreed or waived by the Agent and the Lenders, in compliance with the financial covenants set forth in Section 7.21 (to the extent required to be tested at the relevant time).

“Foreign Subsidiary” means a Subsidiary other than any Domestic Subsidiary.

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time.

“Governmental Approval” means any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.

“Governmental Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof (including the FDA) or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each

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case whether associated with a state or locality of the United States, the United States, or a foreign government.

“Guarantor” means any Subsidiary of Borrower that enters into a Guaranty or executes a Joinder Agreement as a guarantor.

“Guaranty” means a guaranty with respect to the Secured Obligations, in form and substance satisfactory to Agent that may be entered into from time to time, as the same may from time to time be amended, restated, modified or otherwise supplemented.

“Indebtedness” means (a) all indebtedness for borrowed money or the deferred purchase price of property or services (excluding (i) incentive and deferred compensation to directors, officers or employees of any Loan Party or any Subsidiary, and (ii) trade credit entered into in the ordinary course of business not more than ninety (90) days past due), including reimbursement and other obligations with respect to surety bonds and letters of credit, (b) all obligations evidenced by notes, bonds, debentures or similar instruments, (c) all capital lease obligations within the meaning of GAAP (as in effect on the Closing Date), (d) equity securities of any Person subject to repurchase or redemption other than at the sole option of such Person (e) “earnouts” (to the extent treated as liabilities on the balance sheet in accordance with GAAP), purchase price adjustments, profit sharing arrangements, deferred purchase money amounts and similar payment obligations or continuing obligations of any nature arising out of purchase and sale contracts, (f) obligations arising under bonus, deferred compensation, incentive compensation or similar arrangements (other than those arising in the ordinary course of business), (g)  non-contingent obligations to reimburse any bank or Person in respect of amounts paid under a letter of credit, banker’s acceptance or similar instrument, and (h) all Contingent Obligations.

“Initial Cash Test Date” means (***); provided, however, upon the achievement of Financing Milestone I, the Initial Cash Test Date shall automatically be extended to (***); provided further, if Financing Milestone I was achieved, upon the achievement of Financing Milestone II, the Initial Cash Test Date shall automatically be extended to (***).

“Initial Revenue Test Date” means the later of (a) the date Agent makes a Term Loan Advance (other than the Tranche 1 Advance) and (b) the date the first financial reporting is due under Section 7.1(a), 7.1(b) or 7.1(c) for the period ending on the later of (i) (***) and (ii) the date (***).

“Insolvency Proceeding” means any proceeding by or against any Person under the United States Bankruptcy Code, the Insolvency Act 1986 or any other bankruptcy, liquidation, moratorium, receivership, or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, administration, arrangement, receivership or other similar relief proceedings in the applicable jurisdiction from time to time in effect and affecting the rights of creditors generally.

“Intellectual Property” means all of Borrower’s Copyrights; Trademarks; Patents; Licenses; trade secrets and inventions; mask works; Borrower’s applications therefor and reissues, extensions, or renewals thereof; and Borrower’s goodwill associated with any of the foregoing, together with Borrower’s rights to sue for past, present and future infringement of Intellectual Property and the goodwill associated therewith.

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“Intellectual Property Security Agreement” means the Intellectual Property Security Agreement dated as of the Closing Date between Loan Parties and Agent, as the same may from time to time be amended, restated, modified or otherwise supplemented.

“Investment” means (a) any acquisition of beneficial ownership (including stock, partnership interests, limited liability company interests or other equity securities) of or in any Person, (b) any loan, advance or capital contribution to any Person, or (c) any Acquisition.

“IP Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in the acquisition of, or receipt of the grant of a right to use, develop or sell (in each case, including through in-licensing) any product, product line, or intellectual property of or from any third party (other than any non-exclusive licenses and any “off-the-shelf” licenses, confidentiality, material transfer and technology evaluation agreements entered into in the ordinary course of business in which Borrower or its Subsidiaries acquires a right to use intellectual property on a non-exclusive basis)

“IP Ancillary Rights” means, with respect to any Copyright, Trademark, Patent, software, trade secrets or trade secret rights, including any rights to unpatented inventions, know-how, show-how and operating manuals, all income, royalties, proceeds and liabilities at any time due or payable or asserted under or with respect to any of the foregoing or otherwise with respect thereto, including all rights to sue or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof, and, in each case, all rights to obtain any other intellectual property right ancillary to any Copyright, Trademark, Patent, software, trade secrets or trade secret rights.

“IRS” means the U.S. Internal Revenue Service.

“Joinder Agreements” means for each Subsidiary required to join as a Borrower or as a Guarantor pursuant to Section 7.13, a completed and executed Joinder Agreement in substantially the form attached hereto as Exhibit F.

“Legal Reservations” means:

(i)the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to bankruptcy, insolvency, reorganisation, receivership, moratorium and other laws generally affecting the rights of creditors;

(ii)the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of UK stamp duty may be void and defences of set-off or counterclaim;

(iii)similar principles, rights and defences under the laws of any jurisdiction relevant to a Borrower and its Subsidiaries; and

(iv)any other matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinion delivered to the Agent under Section 4 (Conditions Precedent to Loan).

“License” means any Copyright License, Patent License, Trademark License or other Intellectual Property license of rights or interests.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment for security, security interest, encumbrance, levy, lien or charge of any kind, whether voluntarily incurred or arising by

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operation of law or otherwise, against any property, any conditional sale or other title retention agreement, and any lease in the nature of a security interest.

“Limitation Acts” means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.

“Loan” means the Advances made under this Agreement.

“Loan Documents” means this Agreement, the promissory notes (if any), the ACH Authorization, the Account Control Agreements, the Debenture, the Share Charge, any Joinder Agreement, all UCC Financing Statements, any Guaranty, the Pledge Agreement, the Intellectual Property Security Agreement, and any other documents executed in connection with the Secured Obligations or the transactions contemplated hereby, as designated as a “Loan Document” by the Agent and Borrower, as the same may from time to time be amended, modified, supplemented or restated.

“Loan Party” means Borrower or any Guarantor.

“Market Capitalization” means, for any given date of determination, an amount equal to (a) the average of the daily volume weighted average price of Company’s Common Stock as reported for each of the five (5) Trading Days preceding such date of determination multiplied by (b) the total number of issued and outstanding shares of Company’s Common Stock that are issued and outstanding on the date of the determination and listed on the Principal Stock Exchange, subject to appropriate adjustment for any stock dividend, stock split, stock combination, reclassification or other similar transaction during the applicable calculation period.

“Market Disruption Event” means any of the following events: (a) any suspension of, or limitation imposed on, trading by the Principal Stock Exchange in shares of Common Stock during any period or periods aggregating one hour or longer and whether by reason of movements in price exceeding limits permitted by the Principal Stock Exchange or otherwise relating to the Common Stock; or (b) the failure to open of the exchange or quotation system on which the Common Stock is traded or the closure of such exchange or quotation system prior to its respective scheduled closing time for the regular trading session on such day (without regard to after hours or other trading outside the regular trading session hours).

“Material Adverse Effect” means a material adverse effect upon: (i) the business, operations, properties, assets or financial condition of the Loan Parties and their respective Subsidiaries taken as a whole; or (ii) the ability of Borrower to perform or pay the Secured Obligations in accordance with the terms of the Loan Documents, or the ability of Agent or Lenders to enforce any of its rights or remedies with respect to the Secured Obligations; or (iii) the Collateral or Agent’s Liens on the Collateral or the priority of such Liens.

“Material Agreement” means (a) any license, agreement or other contractual arrangement which is required to be disclosed in Company’s public filings and (b) any license, agreement or other contractual arrangement the termination of which could reasonably be expected to result in a Material Adverse Effect, but excludes (***).

“Material Regulatory Liabilities” means (a)(i) any liabilities arising from the violation of Public Health Laws, Federal Health Care Program Laws, and other applicable comparable Requirements of Law, or from any non-routing terms, conditions of or requirements imposed relative to any Registrations (including costs of actions required under applicable Requirements of Law, including FDA Laws and Federal Health Care Program Laws, or necessary to remedy any violation of any terms or conditions applicable to any Registrations), including, but not limited to, withdrawal of approval, recall, revocation, suspension,

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import detention and seizure of any Borrower Product, and (ii) any loss of recurring annual revenues as a result of any loss, suspension or limitation of any Registrations, which, in the case of the foregoing clauses (i) and (ii), exceed (***) individually or in the aggregate, or (b) any Material Adverse Effect.  

“Maximum Term Loan Amount” means One Hundred Twenty-Five Million Dollars ($125,000,000).

“MSC Investment Conditions” means that Borrower maintains Qualified Cash in an amount equal to or greater than the lesser of (i) (***) of the aggregate outstanding Secured Obligations (inclusive of any Prepayment Charge and End of Term Charge that would be due and owing if the outstanding Loans were prepaid at the time of measurement) or (ii) (***) of the consolidated Cash of Borrower and its Subsidiaries (other than Cash held in an Excluded Account), unless compliance with the foregoing conditions are waived in writing from time to time by Agent (in its sole discretion) with respect to specified periods.

“MSC Subsidiary” means TRUC Securities Corporation, a wholly-owned Subsidiary incorporated in the Commonwealth of Massachusetts for the purpose of holding Investments as a Massachusetts security corporation under 830 CMR 63.38B.1 of the Massachusetts tax code and applicable regulations (as the same may be amended, modified or replaced from time to time).

“Net Product Revenue” means Borrower’s net product revenue (as determined in accordance with GAAP) solely from the sale of (***) (which may include royalty, profit sharing, co-promotion and co-commercialization revenues or sales-based milestone revenue recognized in accordance with GAAP, but which shall not include any upfront or non-sales-based milestone payments under business development or licensing transactions), measured on as of the date of the most recently delivered monthly or quarterly financial statements in accordance with Section 7.1(a) or Section 7.1(b). For the avoidance of doubt, net product revenue shall not include any of the following to the extent not recognizable as revenue in accordance with GAAP: (i) trade, quantity and cash discounts allowed by Borrower, (ii) discounts, refunds, rebates, charge backs, retroactive price adjustment and any other allowances which effectively reduce net selling price, (iii) product returns and allowances, (iv) allowances for shipping or other distribution expenses, (iv) set-offs and counterclaims, and (v) any other similar and customary deductions that are typically deducted from gross revenue and not included in net revenue in accordance with GAAP.

“Non-Disclosure Agreement” means that certain Non-Disclosure Agreement by and between Company and Agent dated as of January 16, 2024.

“OFAC” means the U.S. Department of Treasury Office of Foreign Assets Control.

“OFAC Lists” means, collectively, the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) and/or any other list of terrorists or other restricted Persons maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Executive Orders.

“Organizational Documents” means with respect to any Person, such Person’s Charter, and (a) if such Person is a corporation, its bylaws, (b) if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all current amendments or modifications thereto.

“Original Plan” means the forecast approved by the Parent’s Board of Directors on (***).

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“Patent License” means any written agreement granting any right with respect to any invention on which a Patent is in existence or a Patent application is pending, in which agreement Borrower now holds or hereafter acquires any interest.

“Patents” means all letters patent of, or rights corresponding thereto, in the United States of America, the United Kingdom or in any other country, all registrations and recordings thereof, and all applications for letters patent of, or rights corresponding thereto, in the United States of America, the United Kingdom or any other country.

“Perfection Certificate” means a completed certificate entitled “Perfection Certificate”, dated as of the Closing Date, delivered by Company to Agent and Lenders, signed by Company (as amended pursuant to the terms of this Agreement).

“Performance Conditions” means that (a) (***) and (b) Borrower confirms to Agent (and discusses with the Agent to Agent’s reasonable satisfaction) its belief that it is supportive of filing of full unconditional FDA approval of afmi-cel.

“Performance Milestone I” means the achievement of each of the following: (a) the Approval Milestone I, (b) the Financing Milestone I, and (c) the Clinical Milestone.

“Performance Milestone II” means the achievement of each of the following: (a) the Approval Milestone II, (b) the Financing Milestone II, (c) Agent’s receipt of evidence, in form and substance reasonably satisfactory to Agent (which, for the avoidance of the doubt, may be satisfied by the issuance of a public filing and press release from Borrower of the following), that Borrower has received (***), and (d) Agent’s receipt of evidence, in form and substance reasonably satisfactory to Agent, that Borrower has generated not less than (***) in Net Product Revenue (***), measured on a trailing twelve (12) month basis, after the Closing Date and before the end of the reporting period ending (***).

“Permitted Acquisition” means any Acquisition conducted in accordance with the following requirements:

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(***)

“Permitted Indebtedness” means:

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“Permitted Investment” means:

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“Permitted Out-Licenses” means are (a) “off-the-shelf” licenses, and (b) licenses and similar arrangements for the use of the Intellectual Property of Borrower or any of its Subsidiaries entered into on arms’ length basis and in the ordinary course of business, provided, that, with respect to each such a license described in clause (b), any such license could not result in a legal transfer of title of the licensed property, and provided further that with respect to (***) such licenses are (***). For the avoidance of doubt, (***) within the meaning of clause (b) of this definition.

“Permitted Liens” means:

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“Permitted Transfers” means:

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“Person” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, institution, other entity or government.

“Pledge Agreement” means the Pledge Agreement dated as of the Closing Date between each Borrower party thereto and Agent, as the same may from time to time be amended, restated, modified or otherwise supplemented.

“Prime Rate” means the “prime rate” as reported in The Wall Street Journal or any successor publication thereto.

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(***)

“Principal Stock Exchange” means the NASDAQ or, if the Common Stock is not listed on the NASDAQ, the principal national securities exchange or public quotation system on which the Common Stock is then listed for trading or quoted.

“Public Health Laws” means all Requirements of Law relating to the procurement, development, clinical and non-clinical evaluation, product approval or licensure, manufacture, production, analysis, distribution, dispensing, importation, exportation, use, handling, quality, sale, labeling, promotion, clinical trial registration or post market requirements of any drug, biologic or other product (including, without limitation, any ingredient or component of the foregoing products) subject to regulation under the Federal Food, Drug, and Cosmetic Act (21 U.S.C. § 301 et seq.) and the Public Health Service Act (42 U.S.C. § 201 et seq.), including without limitation the regulations promulgated by the FDA at Title 21 of the Code of Federal Regulations and all applicable regulations promulgated by the National Institutes of Health (“NIH”) and codified at Title 42 of the Code of Federal Regulations, and guidance, compliance, guides, and other policies issued by the FDA, the NIH and other comparable governmental authorities.

“Qualified Cash” means an amount equal to (a) the amount of Borrower’s Cash held in accounts (i) in the United States which are subject to an Account Control Agreement in favor of Agent and subject to any post-closing period provided under this agreement to deliver Account Control Agreements and (ii) in the United Kingdom which are subject to the Debenture, minus (b) the Qualified Cash A/P Amount.

“Qualified Cash A/P Amount” means the amount of Borrower’s accounts payable under GAAP not paid within ninety (90) days after the due date for such account payable, other than any such accounts payable that are being contested in good faith by appropriate proceedings and for which Borrower and its Subsidiaries maintain adequate reserves in accordance with GAAP.

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

“Qualified Equity Issuance Net Proceeds” means the net proceeds in Cash (excluding any conversion of existing notes, share repurchases, or other holdbacks or discounts) received by a Borrower as consideration for any (a) public or private sale or issuance of any Qualified Equity Interests of Company (including, without limitation any at-the-market (ATM) offering), (b) contribution to the equity capital of Company (other than in exchange for Disqualified Equity Interests), (c) upfront proceeds from any Permitted Out-License or other business development transactions not prohibited under this Agreement, (d) any contractual milestone payments and other payments received under any licensing agreements (***) (e) any contractual milestone received under the (***) and (f) any Permitted Acquisition, for which the sole consideration paid was the issuance of Borrower’s Equity Interests; provided that the amount of Cash received by Company is, in the case of clauses (a) and (b) above, measured at the time made and without adjustment for subsequent changes in value, payable for the fair market value of sale, issuance or contribution and any other property received in connection with such sale, issuance or contribution, and paid by any Person that is not a Loan Party or a Subsidiary thereof.

“Receivables” means (i) all of Borrower’s Accounts, Instruments, Documents, Chattel Paper, Supporting Obligations, letters of credit, proceeds of any letter of credit, and Letter of Credit Rights, and (ii) all customer lists, software, and business records related thereto.

“Registration” means any registration, authorization, approval, license, permit, clearance, certificate, and exemption issued or allowed by the FDA or state pharmacy licensing authorities (including,

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without limitation, new drug applications, biologic license applications (“BLAs”), abbreviated new drug applications or BLAs, investigational new drug applications, marketing approvals, pricing and reimbursement approvals, manufacturing-related licenses and approvals, drug master files, labelling approvals, wholesale distributor permits, or any of their foreign equivalents).

“Regulatory Action” means an administrative or regulatory enforcement action, proceeding or investigation, warning letter, untitled letter, Form 483 or similar inspectional observations, other notice of violation letter, recall, seizure, Section 305 notice or other similar written communication, or consent decree, issued or required by the FDA or under the Public Health Laws, the NIH or a comparable governmental authority in any other applicable regulatory jurisdiction.  

“Required Lenders” means at any time, the holders of more than fifty percent (50%) of the sum of the aggregate unpaid principal amount of the Term Loans then outstanding.

“Restricted License” means any Material Agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such Material Agreement or any other property, or (b) for which a default under or termination of could reasonably be expected to materially adversely interfere with Agent’s right to sell any Collateral.

“Sanctioned Country” means, at any time, a country or territory which is the subject or target of any Sanctions.

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or by the United Nations Security Council, the United Kingdom, the European Union or any EU member state, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person controlled by any such Person.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom.

“Second Interest Only Extension Conditions” means satisfaction of each of the following events as of the Amortization Date: (a) the First Interest Only Extension Conditions shall have been achieved; (b) no Event of Default shall have occurred which is continuing; and (c) Borrower shall have at all times remained, unless otherwise agreed or waived by the Agent and the Required Lenders, in compliance with the financial covenants set forth in Section 7.21 (to the extent required to be tested at the relevant time).

“Secured Obligations” means Borrower’s obligations under this Agreement and any Loan Document, including any obligation to pay any amount now owing or later arising.

"Share Charge" means the Share Charge dated as of the Closing Date between each Borrower party thereto and Agent.

“Subordinated Indebtedness” means Indebtedness subordinated to the Secured Obligations pursuant to a subordination agreement in form and substance satisfactory to Agent in its sole discretion.

(***)

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“Subsidiary” means an entity, whether a corporation, partnership, limited liability company, joint venture or otherwise, in which Borrower owns or controls, either directly or indirectly, more than fifty percent (50%) of the outstanding voting securities, including each entity listed on Schedule 1.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Commitment” means as to any Lender, the obligation of such Lender, if any, to make a Term Loan Advance to Borrower in a principal amount not to exceed the amount set forth under the heading “Tranche 1 Commitment”, “Tranche 2 Commitment”, “Tranche 3 Commitment” “Tranche 4 Commitment”, or “Tranche 5 Commitment”, as the case may be, opposite such Lender’s name on Schedule 1.1.  

“Term Loan” means any Term Loan Advance made under this Agreement.

“Term Loan Advance” means each Tranche 1 Advance, Tranche 2 Advance, Tranche 3 Advance, Tranche 4 Advance, Tranche 5 Advance and any other funds advanced under Section 2.2(a).

“Term Loan Cash Interest Rate” means for any day a per annum rate of interest equal to the greater of (i) (x) the Prime Rate plus (y) one and fifteen hundredths percent (1.15%), and (ii) nine and sixty-five hundredths percent (9.65%), in each case per annum.

“Term Loan Maturity Date” means June 1, 2029.

“Term Loan PIK Interest Rate” means two percent (2.00%) per annum.

“Third Interest Only Extension Conditions” means satisfaction of each of the following events as of the Amortization Date: (a) the First Interest Only Extension Conditions and the Second Interest Only Extension Conditions shall have been achieved; (b) no Event of Default shall have occurred which is continuing; and (c) Borrower shall have at all times remained, unless otherwise agreed or waived by the Agent and the Required Lenders, in compliance with the financial covenants set forth in Section 7.21 (to the extent required to be tested at the relevant time).

“Trademark License” means any written agreement granting any right to use any Trademark or Trademark registration, now owned or hereafter acquired by Borrower or in which Borrower now holds or hereafter acquires any interest.

“Trademarks” means all trademarks (registered, common law or otherwise) and any applications in connection therewith, including registrations, recordings and applications in the United Kingdom Intellectual Property Office, the United States Patent and Trademark Office or in any similar office or agency of the United Kingdom, the United States of America, any State thereof or any other country or any political subdivision thereof.

“Trading Day” means any day on which (a) there is no Market Disruption Event and (b) the Principal Stock Exchange is open for trading; provided that a “Trading Day” only includes those days that have a scheduled closing time of 4:00 p.m. (Eastern time) or the then standard closing time for regular trading on the relevant exchange or trading system.

“Tranche” means the Tranche 1 Advance, Tranche 2 Advance, Tranche 3 Advance, Tranche 4 Advance and/or the Tranche 5 Advance, as applicable.

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“Tranche 1 Commitment” means as to any Lender, the obligation of such Lender, if any, to make a Term Loan Advance to Borrower in a principal amount not to exceed the amount set forth under the heading Tranche 1 Commitment opposite such Lender’s name on Schedule 1.1.  

“Tranche 2 Commitment” means as to any Lender, the obligation of such Lender, if any, to make a Term Loan Advance to Borrower in a principal amount not to exceed the amount set forth under the heading Tranche 2 Commitment opposite such Lender’s name on Schedule 1.1.  

“Tranche 2 Draw Period” means the period beginning on the first date on which Borrower shall have achieved the Approval Milestone I and continuing through the earlier to occur of (a) (***), and (b) the date that is (***) days after the first date on which Borrower shall have achieved the Approval Milestone I.

“Tranche 3 Commitment” means as to any Lender, the obligation of such Lender, if any, to make a Term Loan Advance to Borrower in a principal amount not to exceed the amount set forth under the heading Tranche 3 Commitment opposite such Lender’s name on Schedule 1.1.

“Tranche 3 Draw Period” means the period beginning on the first date on which Borrower shall have achieved the Performance Milestone I and continuing through the earlier to occur of (a) (***), and (b) the date that is (***) days after the first date on which Borrower shall have achieved the Performance Milestone I.

“Tranche 4 Commitment” means as to any Lender, the obligation of such Lender, if any, to make a Term Loan Advance to Borrower in a principal amount not to exceed the amount set forth under the heading Tranche 4 Commitment opposite such Lender’s name on Schedule 1.1.

“Tranche 4 Draw Period” means the period beginning on the first date on which Borrower shall have achieved the Performance Milestone II and continuing through the earlier to occur of (a) (***), and (b) the date that is (***) days after the first date on which Borrower shall have achieved the Performance Milestone II.

“Tranche 5 Commitment” means as to any Lender, the obligation of such Lender, if any, to make a Term Loan Advance to Borrower in a principal amount not to exceed the amount set forth under the heading Tranche 5 Commitment opposite such Lender’s name on Schedule 1.1.

“U.S. Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.

“UCC” means the Uniform Commercial Code as the same is, from time to time, in effect in the State of California; provided, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, Agent’s Lien on any Collateral is governed by the Uniform Commercial Code as the same is, from time to time, in effect in a jurisdiction other than the State of California, then the term “UCC” shall mean the Uniform Commercial Code as in effect, from time to time, in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions.  

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The obligations of Lenders to make the Loan hereunder are subject to the satisfaction by Borrower of the following conditions:

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(x) it has complied within the relevant timeframe with any notice it has received pursuant to Part 21A of the Companies Act 2006; and (y) no "warning notice" or "restrictions notice" (in each case as defined in Schedule 1B of the Companies Act 2006) has been issued in respect of those shares,

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Borrower represents and warrants that:

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Except as set forth on Schedule 5.10(k), there are no settlements, covenants not to sue, consents, judgments or orders which: (i) restrict the rights of the Borrower or any of its Subsidiaries to use any Intellectual Property relating to the research, development, manufacture, production, use, commercialization, marketing, importing, storage, transport, offer for sale, distribution or sale of the Borrower Products (in order to accommodate any Third Party IP or otherwise), or (ii) permit any third parties to use any Company IP.

Except as set forth on Schedule 5.10(m), at the time of any shipment of Borrower Product for use in the United States occurring prior to the Closing Date and to the extent applicable, the units thereof so shipped complied with their relevant specifications and were manufactured in all material respects in accordance with current FDA Good Manufacturing Practices.

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Borrower agrees as follows:

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Borrower shall not (without the consent of Agent) make any change in its (a) material accounting policies or reporting practices (other than to the extent required or otherwise contemplated by GAAP or other applicable regulatory requirements), or (b) fiscal years or fiscal quarters. The fiscal year of Borrower shall end on December 31.

The executed Compliance Certificate, and all Financial Statements required to be delivered hereunder shall be sent per instructions (i) specified on Addendum 2 or (ii) otherwise provided by Agent to Borrower via a written notice from time to time.

Notwithstanding the foregoing, documents required to be delivered under Sections 7.1(a), (b), (c), (f) or (g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower emails a link thereto to Agent; provided further that, to the extent any documents or reports are filed on Borrower’s website, such documents and reports shall be deemed to be provided to the Lenders on the date such documents are uploaded on Borrower’s website.

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Notwithstanding anything to the contrary in this Section 7.2, Borrower and its Subsidiaries shall not be required to furnish, disclose or discuss any information that Borrower determines, acting reasonably and in its good faith discretion (i) is subject to attorney-client privilege, (ii) constitutes trade secrets, (iii) information related to compensation and employment and directorship arrangements to which Borrower owes a confidentiality obligation to a third party, or (iv) any information relating to Borrower’s and its Subsidiaries’ strategy, negotiating position or similar matters relating to the Loan Documents or any permitted refinancing thereof.

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Notwithstanding the foregoing, documents required to be delivered under this Section 7.14 (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which Borrower emails a link thereto to Agent; provided that if such link is incomplete or incorrect in any respect, then such delivery shall be deemed not to have been made for purposes hereof.

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Notwithstanding the foregoing, the minimum Net Product Revenue requirements of this Section 7.21(b) shall not be required to be complied with at any time in which (x) Company’s Market Capitalization for such day is greater than Five Hundred Million Dollars ($500,000,000) or (y) Borrower maintains Qualified Cash of greater than or equal to the outstanding principal and any accrued interest, the applicable portion of the End of Term Charge, and any invoiced fees, multiplied by eighty-five percent (85%). For the avoidance of doubt, if Company fails to so maintain the minimum Market Capitalization and Borrower fails to have so maintained the minimum Qualified Cash (as applicable and required pursuant to clause (x) or (y)) at any time

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during the period between the first day of the month most recently ended (for which the Borrower is required to deliver the financial statements and a Compliance Certificate in accordance with Section 7.1(a)) and the date on which Borrower has delivered the financial statements and a Compliance Certificate accordance with Section 7.1(a), Section 7.1(b) and Section 7.1(d), then Borrower shall be required to achieve Net Product Revenue with respect to the fiscal month for which the most recent monthly or quarterly (whichever is most recent) financial statements were delivered in accordance with Section 7.1(a) or Section 7.1(b).

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The occurrence of any one or more of the following events shall be an “Event of Default”:

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First, to Agent, in an amount equal to the sum of all fees owing to Agent hereunder and under any other Loan Document;

Second, to Agent and Lenders in an amount sufficient to pay in full Agent’s and Lenders’ reasonable costs and professionals’ and advisors’ fees and expenses as described in Section 11.12;

Third, to Lenders, ratably, in an amount equal to the sum of all accrued interest owing to Lenders on the Term Loan Advances hereunder;

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Fourth, to Lenders, ratably, in an amount equal to the sum of the outstanding principal and premium, if any owing to Lenders from Borrower on the Term Loan Advances hereunder;

Fifth, to Lenders and Agent, ratably (in proportion to all remaining Secured Obligations owing to each), in an amount equal to the sum of all other outstanding and unpaid Secured Obligations (including principal, interest, and the default rate interest set forth in Section 2.4, if required under this Agreement), in such order and priority as Agent may choose in its sole discretion; and

Finally, after the full and final payment in Cash of all of the Secured Obligations (other than inchoate obligations which, by their terms, survive termination of this Agreement), to any creditor holding a junior Lien on the Collateral, or to Borrower or its representatives or as a court of competent jurisdiction may direct.

Agent shall be deemed to have acted reasonably in the custody, preservation and disposition of any of the Collateral if it complies with the obligations of a secured party under the UCC.

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HERCULES CAPITAL, INC.
Legal Department
Attention: Chief Legal Officer; (***)
1 North B Street, Suite 2000
San Mateo, CA 94401
email: (***)
Telephone: (***)

HERCULES CAPITAL, INC.
Legal Department
Attention: Chief Legal Officer; (***)
1 North B Street, Suite 2000
San Mateo, CA 94401
email: (***)
Telephone: (***)

Adaptimmune Therapeutics plc

General Counsel

(***)

(***)

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or to such other address as each party may designate for itself by like notice.

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(SIGNATURES TO FOLLOW)

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IN WITNESS WHEREOF, Borrower, Agent and Lenders have duly executed and delivered this Loan and Security Agreement as of the day and year first above written.

BORROWER:

ADAPTIMMUNE THERAPEUTICS PLC, an English public limited company:

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By: _/s/ Adrian Rawcliffe____________

Name: ​ ​Adrian Rawcliffe

Title: Director

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ADAPTIMMUNE LIMITED, an English private limited company

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By: _/s/ Gavin Wood_______________

Name: ​ ​Gavin Wood

Title: Director

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TRUCS THERAPEUTICS LIMITED, an English private limited company

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By: _/s/ Gavin Wood_______________

Name: ​ ​Gavin Wood

Title: Director

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ADAPTIMMUNE LLC, a Delaware limited liability company

Signature:_/s/ Helen Tayton-Martin_____

Name:Helen Tayton-Martin

Title:President

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CM INTERMEDIATE SUB I, INC., a Delaware corporation

Signature:_/s/ William Bertrand________

Name:William Bertrand

Title:President

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CM INTERMEDIATE SUB II, INC., a Delaware corporation

Signature:_/s/ William Bertrand________

Name:William Bertrand

Title:President

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TCR² THERAPEUTICS INC., a Delaware corporation

Signature:_/s/ William Bertrand________

Name:William Bertrand

Title:President

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Exhibit 10.1

(***) cERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(b)(10). SUCH excluded INFORMATION IS BOTH (I) NOT MATERIAL AND (II) the type that the registrant treats as private or confidential.

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Accepted in Palo Alto, California:

AGENT:

HERCULES CAPITAL, INC.

Signature:_/s/ Seth Meyer___________

Name:Seth Meyer

Title:Chief Financial Officer

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LENDERS:

HERCULES CAPITAL, INC.

Signature:_/s/ Seth Meyer___________

Name:Seth Meyer

Title:Chief Financial Officer

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HERCULES PRIVATE GLOBAL VENTURE GROWTH FUND I L.P.

By: Hercules Adviser LLC, its Investment Adviser

Signature:_/s/ Seth Meyer___________

Name:Seth Meyer

Title:Authorized Signatory

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Table of Addenda, Exhibits and Schedules

Addendum 1: Taxes; Increased Costs

Addendum 2:Delivery Instructions

Addendum 3:Agent and Lender Terms

Addendum 4:Multiple Borrower Terms

Exhibit A:Advance Request
Attachment to Advance Request

Exhibit B:Name, Locations, and Other Information for Borrower

Exhibit C:Borrower’s Patents, Trademarks, Copyrights and Licenses

Exhibit D:Borrower’s Deposit Accounts and Investment Accounts

Exhibit E:Compliance Certificate

Exhibit F:Joinder Agreement

Exhibit G: [Reserved.]

Exhibit H:ACH Debit Authorization Agreement

Exhibit I:[Reserved.]

Schedule 1.1Commitments

Schedule 1Subsidiaries
Schedule 1AExisting Permitted Indebtedness
Schedule 1BExisting Permitted Investments
Schedule 1CExisting Permitted Liens

Schedule 5.3Consents, Etc.
Schedule 5.8Tax Matters
Schedule 5.9Intellectual Property Claims
Schedule 5.10Intellectual Property
Schedule 5.11Borrower Products

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Schedule 5.13Employee Loans
Schedule 5.14Capitalization

Schedule 7.23Affiliate Transactions

Schedule 7.24Post-Closing Items

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ADDENDUM 1 to LOAN AND SECURITY AGREEMENT

TAXES; INCREASED COSTS

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The provisions of this Section 10 shall apply in respect of Taxes imposed by any taxing authority on payments made in respect of the UK Facility.

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and, having done so, that Lender shall be under no obligation pursuant to Section 10(b)(vii)(A) above in relation to the UK Facility.

and in each case, the UK Loan Party has notified that Lender in writing, that Lender and the UK Loan Party shall promptly complete any additional procedural formalities necessary for that UK Loan Party to obtain authorisation to make that payment without a UK Tax Deduction.

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If such a Lender fails to indicate its status in accordance with this Section 10(c) then that Lender shall be treated for the purposes of this Agreement (including by each UK Loan Party) as if it is not a UK Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the UK Loan Party). For the avoidance of doubt, the documentation which a Lender executes on becoming a Party as a Lender shall not be invalidated by any failure of a Lender to comply with this Section 10(c). A Lender must promptly notify the Agent if its status changes and provide reasonable details of such change (and the Agent on receipt of such notification shall promptly inform the UK Loan Party) including, for the avoidance of doubt, if a Lender ceases to be beneficially entitled to all or part of the interest payable to it under the UK Facility due to a sale, assignment or transfer of all or part of such UK Lender’s rights and/or obligations in respect of the UK Facility (including of participations therein).

then the New Lender (or, in the case of a change to the lending office, the Existing Lender) is only entitled to receive payment under Section 10(b) to the same extent that the Existing Lender would have been if the sale, assignment, transfer, disposal or change (as applicable) had not occurred.

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Exhibit 10.1

(***) cERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(b)(10). SUCH excluded INFORMATION IS BOTH (I) NOT MATERIAL AND (II) the type that the registrant treats as private or confidential.

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ADDENDUM 2 to LOAN AND SECURITY AGREEMENT

Delivery Instructions

(***)

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ADDENDUM 3 to LOAN AND SECURITY AGREEMENT

Agent and Lender Terms

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provided, however, that the Indemnified Lender shall not be reimbursed or indemnified for an Indemnified Payment, except to the extent that the Indemnified Lender paid more than its ratable share of such payment. All Indemnified Payments as set forth in this clause (e) to an Indemnified Lender are intended to be paid ratably by the other Lender.

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ADDENDUM 4 to LOAN AND SECURITY AGREEMENT

Multiple Borrower Terms

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Exhibit 10.1

(***) cERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(b)(10). SUCH excluded INFORMATION IS BOTH (I) NOT MATERIAL AND (II) the type that the registrant treats as private or confidential.

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EXHIBIT A

ADVANCE REQUEST

To: Agent:Date:__________, 202[ ]

Hercules Capital, Inc. (“Agent”)
1 North B Street, Suite 2000

San Mateo, CA 94401
email: (***)
Attn:

ADAPTIMMUNE THERAPEUTICS PLC, a company registered under the laws of England and Wales with company number 09338148 (“Parent” and “Company”), ADAPTIMMUNE LLC, a Delaware limited liability company (“Adaptimmune US”), CM INTERMEDIATE SUB I, INC., a Delaware corporation (“Intermediate Sub I”), CM INTERMEDIATE SUB II, INC., a Delaware corporation (“Intermediate Sub II”), TCR² Therapeutics Inc., a Delaware corporation (“TCR”),  TRUCS Therapeutics Limited, a company registered under the laws of England and Wales with company number 11749031 (“TRUCS”), and ADAPTIMMUNE LIMITED, a company registered under the laws of England and Wales with company number 06456741 (“Adaptimmune Limited”), and each other Person that has delivered a Joinder Agreement pursuant to Section 7.13 from time to time party hereto (together with Parent, Adaptimmune US, Intermediate Sub I, Intermediate Sub II, TCR and TRUCS, jointly and severally, individually or collectively, as the context may require, “Borrower”) hereby requests Agent to cause Lenders to make the [[Tranche 1] [Tranche 2] [Tranche 3] [Tranche 4] [Tranche 5]] Advance in the amount of _____________________ Dollars ($________________) (the “Advance Amount”) on ______________, _____ (the “Advance Date”) pursuant to the Loan and Security Agreement among Borrower, Agent and Lenders (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Please:

(a)Issue a check payable to Borrower________

or

(b)Wire Funds to Borrower’s account________

Bank: _____________________________
Address: _____________________________
_____________________________
ABA Number: _____________________________
Account Number: _____________________________
Account Name: _____________________________

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Contact Person: _____________________________
Phone Number

To Verify Wire Info: _____________________________

Email address: _____________________________

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Borrower represents that the conditions precedent to the Advance set forth in the Agreement are satisfied and shall be satisfied upon the making of such Advance, including but not limited to:  (i) that no event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing; (ii) that the representations and warranties set forth in the Agreement are and shall be true and correct in all material respects on and as of the Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date; (iii) that Borrower is in material compliance with all the terms and provisions set forth in each Loan Document on its part to be observed or performed; and (iv) at the time of an immediately after such Advance, no Event of Default has occurred which is continuing.  Borrower understands and acknowledges that Agent has the right to review the financial information supporting this representation and, based upon such review in its sole discretion, Lenders may decline to fund the requested Advance.

Borrower hereby represents that Borrower’s jurisdiction of organization, organizational form, legal name and locations have not changed since the date of the Agreement or, if the Attachment to this Advance Request is completed, are as set forth in the Attachment to this Advance Request.

[Borrower hereby authorizes Agent to deduct an amount from the proceeds of this Advance to be applied towards the payment of the Tranche Facility Charge applicable to this Advance.]¹

Borrower agrees to notify Agent promptly before the funding of the Loan if any of the matters which have been represented above shall not be true and correct on the Advance Date and if Agent has received no such notice before the Advance Date then the statements set forth above shall be deemed to have been made and shall be deemed to be true and correct as of the Advance Date.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

This Advance Request is duly executed as of the date set forth above.

COMPANY: ADAPTIMMUNE THERAPEUTICS PLC, on behalf of all Borrowers

SIGNATURE:________________________
TITLE:_____________________________
PRINT NAME:______________________

¹ To be included if this is not a Tranche 1 Advance or a Tranche 2 Advance.

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ATTACHMENT TO ADVANCE REQUEST

Dated: _______________________

Borrower hereby represents and warrants to Agent that Borrower’s current legal name and organizational status is as follows:

Borrower hereby represents and warrants to Agent that the street addresses, cities, states and postal codes of its current chief executive office locations are as follows:

[ ⚫ ]

Borrower hereby represents and warrants to Agent that the Advance Amount does not exceed the Maximum Term Loan Amount as follows:

a.Advance Amount: $________________

b.[Maximum Term Loan Amount: $________________]

[c.Is clause a. less than or equal to clause b.? Yes/Compliant _______ No/Non-Compliant _______]

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EXHIBIT B

NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

1. Borrower represents and warrants to Agent that Borrower’s current legal name and organizational status as of the Closing Date is as follows:

Borrower’s fiscal year ends on [ ]

Borrower’s federal employee tax identification number is: [ ]

2. Borrower represents and warrants to Agent that for five (5) years prior to the Closing Date, Borrower did not do business under any other name or organization or form except the following:

Legal Name:
Used during dates of:
Type of Organization:
State of organization:
Organization file Number:
Borrower’s fiscal year ends on _____
Borrower’s federal employer tax identification number is: _______________

3. Borrower represents and warrants to Agent that its chief executive office is located at _______________.

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143985261_2

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EXHIBIT B

NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

1. Borrower represents and warrants to Agent that Borrower’s current legal name and organizational status as of the Closing Date is as follows:

Borrower’s federal employee tax identification number is:N/A

2. Borrower represents and warrants to Agent that for five (5) years prior to the Closing Date, Borrower did not do business under any other name or organization or form except the following:

Legal Name:N/A
Used during dates of:N/A
Type of Organization:N/A
State of organization:N/A
Organization file Number:N/A
Borrower’s fiscal year ends on N/A
Borrower’s federal employer tax identification number is: N/A

3. Borrower represents and warrants to Agent that its chief executive office is located at 60 Jubilee Avenue, Milton Park, Abingdon, Oxfordshire, OX14 4RX.

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143985261_2

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NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

1. Borrower represents and warrants to Agent that Borrower’s current legal name and organizational status as of the Closing Date is as follows:

Borrower’s federal employee tax identification number is:(***)

2. Borrower represents and warrants to Agent that for five (5) years prior to the Closing Date, Borrower did not do business under any other name or organization or form except the following:

Legal Name:N/A
Used during dates of:N/A
Type of Organization:N/A
State of organization:N/A
Organization file Number:N/A
Borrower’s fiscal year ends on N/A
Borrower’s federal employer tax identification number is: N/A

3. Borrower represents and warrants to Agent that its chief executive office is located at 351 Rouse Boulevard, Philadelphia, PA 19112.

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143985261_2

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NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

1. Borrower represents and warrants to Agent that Borrower’s current legal name and organizational status as of the Closing Date is as follows:

Borrower’s federal employee tax identification number is:(***)

2. Borrower represents and warrants to Agent that for five (5) years prior to the Closing Date, Borrower did not do business under any other name or organization or form except the following:

Legal Name:N/A
Used during dates of:N/A
Type of Organization:N/A
State of organization:N/A
Organization file Number:N/A
Borrower’s fiscal year ends on N/A
Borrower’s federal employer tax identification number is: N/A

3. Borrower represents and warrants to Agent that its chief executive office is located at 351 Rouse Boulevard, Philadelphia, PA 19112.

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143985261_2

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NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

1. Borrower represents and warrants to Agent that Borrower’s current legal name and organizational status as of the Closing Date is as follows:

Borrower’s federal employee tax identification number is:(***)

2. Borrower represents and warrants to Agent that for five (5) years prior to the Closing Date, Borrower did not do business under any other name or organization or form except the following:

Legal Name:N/A
Used during dates of:N/A
Type of Organization:N/A
State of organization:N/A
Organization file Number:N/A
Borrower’s fiscal year ends on N/A
Borrower’s federal employer tax identification number is: N/A

3. Borrower represents and warrants to Agent that its chief executive office is located at 351 Rouse Boulevard, Philadelphia, PA 19112.

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143985261_2

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NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

1. Borrower represents and warrants to Agent that Borrower’s current legal name and organizational status as of the Closing Date is as follows:

Borrower’s federal employee tax identification number is:(***)

2. Borrower represents and warrants to Agent that for five (5) years prior to the Closing Date, Borrower did not do business under any other name or organization or form except the following:

Legal Name:N/A
Used during dates of:N/A
Type of Organization:N/A
State of organization:N/A
Organization file Number:N/A
Borrower’s fiscal year ends on N/A
Borrower’s federal employer tax identification number is: N/A

3. Borrower represents and warrants to Agent that its chief executive office is located at 351 Rouse Boulevard, Philadelphia, PA 19112.

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143985261_2

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NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

1. Borrower represents and warrants to Agent that Borrower’s current legal name and organizational status as of the Closing Date is as follows:

Borrower’s federal employee tax identification number is:N/A

2. Borrower represents and warrants to Agent that for five (5) years prior to the Closing Date, Borrower did not do business under any other name or organization or form except the following:

Legal Name:N/A
Used during dates of:N/A
Type of Organization:N/A
State of organization:N/A
Organization file Number:N/A
Borrower’s fiscal year ends on N/A
Borrower’s federal employer tax identification number is: N/A

3. Borrower represents and warrants to Agent that its chief executive office is located at 2 Minton Place, Victoria Road, Bicester, Oxon, United Kingdom, OX26 6QB.

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143985261_2

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NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

1. Borrower represents and warrants to Agent that Borrower’s current legal name and organizational status as of the Closing Date is as follows:

Borrower’s federal employee tax identification number is:N/A

2. Borrower represents and warrants to Agent that for five (5) years prior to the Closing Date, Borrower did not do business under any other name or organization or form except the following:

Legal Name:N/A
Used during dates of:N/A
Type of Organization:N/A
State of organization:N/A
Organization file Number:N/A
Borrower’s fiscal year ends on N/A
Borrower’s federal employer tax identification number is: N/A

3. Borrower represents and warrants to Agent that its chief executive office is located at 60 Jubilee Avenue, Milton Park, Abingdon, Oxfordshire, OX14 4RX.

143985261_2

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EXHIBIT C

BORROWER’S PATENTS, TRADEMARKS, COPYRIGHTS AND LICENSES

A) List of registered trade marks and patents

(***)

B) List of material agreements under which Borrower in-licenses Intellectual Property from third parties

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EXHIBIT D

BORROWER’S DEPOSIT ACCOUNTS AND INVESTMENT ACCOUNTS

Investment Accounts:

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Deposit Accounts:

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Securities Accounts:

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EXHIBIT E

COMPLIANCE CERTIFICATE

Hercules Capital, Inc. (as “Agent”)
1 North B Street, Suite 2000

San Mateo, CA 94401

Reference is made to that certain Loan and Security Agreement dated May 14, 2024 and the Loan Documents (as defined therein) entered into in connection with such Loan and Security Agreement all as may be amended from time to time (hereinafter referred to collectively as the “Loan Agreement”) by and among Hercules Capital, Inc. (“Agent”), the several banks and other financial institutions or entities from time to time party thereto as lenders (collectively, “Lender”) and among ADAPTIMMUNE THERAPEUTICS PLC, a company registered under the laws of England and Wales with company number 09338148 (“Parent” and “Company”), ADAPTIMMUNE LLC, a Delaware limited liability company (“Adaptimmune US”), CM INTERMEDIATE SUB I, INC., a Delaware corporation (“Intermediate Sub I”), CM INTERMEDIATE SUB II, INC., a Delaware corporation (“Intermediate Sub II”), TCR² Therapeutics Inc., a Delaware corporation (“TCR”),  TRUCS Therapeutics Limited, a company registered under the laws of England and Wales with company number 11749031 (“TRUCS”), and ADAPTIMMUNE LIMITED, a company registered under the laws of England and Wales with company number 06456741 (“Adaptimmune Limited”), and each other Person that has delivered a Joinder Agreement pursuant to Section 7.13 from time to time party hereto (together with Parent, Adaptimmune US, Intermediate Sub I, Intermediate Sub II, TCR and TRUCS, jointly and severally, individually or collectively, as the context may require, “Borrower”). All capitalized terms not defined herein shall have the same meaning as defined in the Loan Agreement.

The undersigned is an Officer of Company, knowledgeable of all Company financial matters, and is authorized, on behalf of Company, to provide certification of information regarding Company; hereby certifies, on behalf of Company, that in accordance with the terms and conditions of the Loan Agreement, Company is in compliance for the period ending ___________ of all covenants, conditions and terms of the Loan Agreement and hereby reaffirms that all representations and warranties contained therein are true and correct on and as of the date of this Compliance Certificate with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, after giving effect in all cases to any standard(s) of materiality contained in the Loan Agreement as to such representations and warranties.  Attached are the required documents supporting the above certification.  The undersigned further certifies that no Event of Default exists as of the date hereof.  The undersigned further certifies that any financial materials delivered with this Compliance Certificate are prepared in accordance with GAAP (except for the absence of footnotes with respect to unaudited financial statement and subject to normal year-end adjustments) and are consistent from one period to the next except as explained below.

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ACCOUNTS OF BORROWER AND ITS SUBSIDIARIES AND AFFILIATES

The undersigned hereby also confirms, on behalf of Company, that the below disclosed accounts represent all depository accounts and securities accounts presently open in the name of each Borrower or Borrower’s Subsidiary/Affiliate, as applicable.

Each new account that has been opened since delivery of the previous Compliance Certificate is designated below with a “*”.