Disclaimer

Disclaimer

THE MATERIALS CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

The materials contained herein do not constitute or form part of, and should not be construed as, any offer, invitation or recommendation to purchase, sell or subscribe for any securities of MaxCyte Inc. (the “Company”) in the United States, Australia, the Republic of Ireland, Canada, Japan, the Republic of South Africa or in any jurisdiction in which such offers or sales are unlawful (the “Excluded Territories”) and neither the issue of the information nor anything contained herein shall form the basis of or be relied upon in connection with, or act as an inducement to enter into, any investment activity.

Accordingly, unless an exemption under relevant securities laws applies, any such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into an Excluded Territory 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.

The materials contained herein are only addressed to and directed at persons: (1) who are (a) “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”)) or (b) non-“U.S. Persons” (as defined in Regulation S under the U.S. Securities Act) in compliance with Regulation S under the U.S. Securities Act; or (2) (i) in member states of the European Economic Area who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (“Qualified Investors”); (ii) in the United Kingdom to persons who are both: (a) “qualified investors” as defined in section 86 of the Financial Services and Markets Act 2000, as amended (“FSMA”); and (b) either: (A) have professional experience in matters relating to investments falling within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or who are high net worth entities falling within Article 49 of the Order; or (B) fall within the exemption in Article 50 of the Order as a certified sophisticated investor (meaning they are individuals that have a certificate in writing from an authorised person to the effect that they are sufficiently knowledgeable to understand the risks associated with an investment in securities and have themselves signed a statement in the terms required under Article 50 of the Order); and (iii) otherwise, are 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 these materials relate is available only to Relevant Persons, and will only be engaged with such persons.

In relation to persons in the United Kingdom, the materials have not been approved by an authorised person for the purposes of section 21 of FSMA.  The materials are exempt from the restriction against financial promotions on the basis that only Relevant Persons in the United Kingdom are entitled to access them.  If you are unsure of your status as a Relevant Person you should refer to the relevant provisions of FSMA and the Order for their full terms and effect.  Reliance on the materials for the purpose of engaging in any investment activity may expose you to a significant risk of losing all of the property invested or of incurring additional liability. If you are in any doubt about the contents of the materials or the action to be taken, you should consult a person authorised under FSMA who specialises in advising on the acquisition of securities.

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 an Excluded Territory 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 an Excluded Territory.

No registration under the U.S. Securities Act: The securities of the Company have not been registered, and will not be registered, under the U.S. Securities Act and may not be offered or sold in the United States unless they are registered or exempt from the registration requirements of the U.S. Securities Act and any applicable state or local securities laws.

Confirmation of understanding and acceptance of disclaimer

By clicking “I accept the disclaimer” below, you represent, warrant and agree that you: (1) have read and understood the information set out above; (2) agree to be bound by its terms; (3) do not have a registered address in, and are not a resident of or located in, and are not accessing the information from, the United States, Australia, the Republic of Ireland, the Republic of South Africa, Canada or Japan or any other Excluded Territory; (4) are either a (A) “qualified institutional buyer” (as defined in Rule 144A under the U.S. Securities Act) or (B) non-U.S. Person (as defined in Regulation S under the U.S. Securities Act); (5) are a Relevant Person; (6) it is lawful for the Company to make this information available to you; and (7) agree that you will not transmit or otherwise send any information contained in this website to any person in the United States or to publications with a general circulation in the United States.

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