Disclaimer

DISCLAIMER — IMPORTANT

ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY MAXCYTE INC (THE “COMPANY”) IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY.

THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS IN THE UNITED STATES (OR TO “US PERSONS” AS DEFINED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED, THE “SECURITIES ACT”) OR PERSONS RESIDENT OR LOCATED IN AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

The materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States (or to US Persons), Australia, Canada, Japan, the Republic of South Africa or in any jurisdiction in which such offers or sales are unlawful (the “Excluded Territories“). Any securities issued in connection with an offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under any applicable securities laws of any state, province, territory, county or jurisdiction of the United States, Australia, Canada, Japan, or the Republic of South Africa. Accordingly, unless an exemption under relevant securities laws is applicable, any such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States, Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States.

The materials are only addressed to and directed at persons in the United Kingdom or member states of the European Economic Area who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129), as amended (“Qualified Investors“). In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, Qualified Investors who are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order“) or who are high net worth entities falling within Article 49 of the Order, and other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons“). Any investment or investment activity to which this document relates is available only to relevant persons and Qualified Investors in the United Kingdom and Qualified Investors in any member state of the European Economic Area, and will only be engaged with such persons.

If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage. These materials must not be, released or otherwise forwarded, distributed or sent in or into the United States (or to any US Person), Australia, Canada, Japan, the Republic of South Africa or any jurisdiction in which such offers or sales are unlawful. Persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from the United States (or to any US Person), Australia, Canada, Japan, or the Republic of South Africa.

Forward looking statements

This webpage and the information contained herein contains certain statements which are, or may be deemed to be, forward looking statements with respect to the financial condition, results of operations and business of the Company and certain plans and objectives of the boards of directors of the Company. These forward looking statements can be identified by the fact that they do not relate to historical or current facts. Forward looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “will”, “may”, “should”, “would”, “could” or other words of similar meaning. These statements are based on assumptions and assessments made by the boards of directors of the Company in the light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward looking statements involve risk and uncertainty and the factors described in the context of such forward looking statements could cause actual results and developments to differ materially from those expressed in or implied by such forward looking statements.

Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this webpage and the information contained herein. Except as required by any applicable law or regulation, the Company assumes no obligation to update or correct the information contained in this webpage and the information contained herein.

Confirmation of understanding and acceptance of disclaimer

I warrant and represent that I am not, and nor do I act on behalf of someone who is, resident or located in the United States (and I am not a US Person), Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction where accessing these materials is unlawful, and I agree that I will not print, download, or otherwise seek to copy, mail, forward, distribute, transmit or otherwise send any materials contained in this website to any person in the United States (or to any US Person), Australia, Canada, Japan, the Republic of South Africa or any other territory where to do so would breach applicable local law or regulation.

I have read and understood the disclaimer set out above. I understand that it may affect my rights and I agree to be bound by its terms. I confirm that I am permitted to proceed to electronic versions of the materials.


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