Acceptance of Subscription and Issuance of Securities. It is understood and agreed that the Company shall have the right, at its sole and absolute discretion, to accept or reject this subscription, in whole or in part, for any reason and that the subscription is further subject to the conditions set forth in clause (ii) of the preamble paragraph hereof. Subscriptions need not be accepted in the order received, and the Units may be allocated among subscribers in the Company’s sole and absolute discretion. Notwithstanding anything in this Subscription Agreement to the contrary, the Company shall have no obligation to issue any of the Units to any person who is a resident of a jurisdiction in which the issuance of Securities to him, her or it would constitute a violation of the securities, “blue sky” or other similar laws of such jurisdiction (collectively referred to as the “State Securities Laws”).

The employee is entitled to a mobile phone (‘smartphone’) and full compensation of a mobile telephone subscription. The nature of the subscription will be decided in consultation with the CEO. The cost of the subscription will be directly paid by Merus.

The Company shall also pay the annual costs of subscription to Woodbook Golf Club (“Annual Golf Subscription”) and Chartered Accountants Ireland.

By signing below, the undersigned accepts the foregoing subscription and agrees to be bound by the terms of the Subscription Agreement.

Where the Subscription Proceeds are paid to the Company, the Company is entitled to treat such Subscription Proceeds as an interest free loan to the Company until such time as the Subscription is accepted and the certificates representing the Shares have been issued to the Subscriber.

“Subscription Agreement” means the Subscription Agreement, dated as of the date hereof, among the Company and each Investor of the Series C Preferred Stock.

You should deliver the materials noted above to the Company, at [[Address A:Address]], to the attention of Kam Mahdi. Upon acceptance, the Company will provide you with a countersigned signature page to the Subscription Agreement to retain for your records. If the Company rejects all or any part of a subscription, your Subscription Agreement and signature pages will be returned, together with any subscription payment you have made (without interest or deduction).

The Subscription Agreement provides that a subscriber irrevocably authorizes the release of the subscription price to the Company upon the acceptance of his, her or its subscription in accordance with the terms of this offering. The Subscription Agreement further contains certain significant representations and warranties that an investor will be required to make as a condition of his, her or its purchase of the Units, including those described under “Suitability Standards” above.

The Subscription Proceeds must accompany this Subscription and shall be paid by certified check or bank draft drawn on a chartered bank, and made payable and delivered to the Company. Alternatively, the Subscription Proceeds may be wired to the Company to the wiring instructions that are provided in this Agreement.

“Subscription Agreement” means the Subscription Agreement dated as of the First Amendment Effective Date, by and among the Borrower and the Subscribers (as defined therein) party thereto.