1.1

Interpretation

(a)

references to Articles, Recitals, Schedules and (Sub-)Paragraphs are, save if explicitly stipulated otherwise, references respectively to articles of, and recitals, schedules and (sub-)paragraphs of schedules to, this Contract. All Recitals and Schedules form part of this Contract;

(b)

references to “law” or “laws” mean (i) any applicable law and any applicable treaty, constitution, statute, legislation, decree, normative act, rule, regulation, judgement, order, writ, injunction, determination, award or other legislative or administrative measure or judicial or arbitral decision in any jurisdiction which is binding or applicable case law, and (ii) EU Law;

(c)

references to applicable law, applicable laws or applicable jurisdiction means (i) a law or jurisdiction applicable to the Borrower and/or any other Obligor (as the context requires), its rights and/or obligations (in each case arising out of or in connection with the Finance Documents), its capacity and/or assets and/or the Investment; and/or, as applicable, (ii) a law or jurisdiction (including in each case the Bank’s Statute) applicable to the Bank, its rights, obligations, capacity and/or assets;

(d)

references to a provision of law are references to that provision as amended or re-enacted;

(e)

references to any Finance Document or other agreement or instrument are references to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

(f)

words and expressions in plural shall include singular and vice versa;

(g)

a Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been waived; and

(h)

terms defined in the GDPR (as defined below), including the terms “controller”, “data subject”, “personal data” and, “processing”, and “processor”, have the same meanings when used in Recital (G) to, or Paragraph 25 (Data Protection) of Schedule G (General Undertakings) of, this Contract.

(i)

references to “month” mean a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that and subject to the definition of Payment Date, Article 6.1 (Day count convention) and Schedule B (Definition of EURIBOR) and unless provided otherwise in this Contract:

(i)

if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; and

(ii)

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month.

(j)

a reference in this Contract to a page or screen of an information service displaying a rate shall include:

(i)

any replacement page of that information service which displays that rate; and

(ii)

the appropriate page of such other information service which displays that rate from time to time in place of that information service,

(a)

any person or group of persons acting in concert gains Control of the Borrower or of any entity directly or ultimately Controlling the Borrower; or

(b)

the Borrower is delisted from both Euronext Brussels and Nasdaq.

(a)

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with this Contract; or

(b)

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of either the Bank or the Borrower, preventing that Party from:

(i)

performing its payment obligations under this Contract; or

(ii)

communicating with other Party in accordance with the terms of this Contract,

(a)

before deducting any interest, commission, fees, discounts, prepayment fees, premiums or charges and other finance payments whether paid, payable or capitalised by any Group Company (calculated on a consolidated basis) in respect of that Relevant Period;

(b)

not including any accrued interest owing to any Group Company;

(c)

after adding back any amount attributable to the amortisation or depreciation of assets of members of the Group;

(d)

before taking into account any Exceptional Items;

(e)

after deducting the amount of any profit (or adding back the amount of any loss) of any Group Company which is attributable to minority interests;

(f)

plus or minus the Group's share of the profits or losses (after finance costs and tax) of entities which are not Group Companies;

(g)

before taking into account any unrealised gains or losses on any financial instrument (other than any derivative instrument which is accounted for on a hedge accounting basis); and

(h)

before taking into account any gain arising from an upward revaluation of any other asset,

(a)

a Member State or an overseas country or territory linked to a Member State as set out in Annex II to the TFEU⁴ (OCT);

(b)

a third country to which the Contract extends in case of Cross-border Projects; or

(c)

another third country, where necessary for the financing of a project in a country or territory referred to in points (a), (b) or (c).

(a)

fauna and flora, living organisms including the ecological systems;

(b)

land, soil, water (including marine and coastal waters), air, climate and the landscape (natural or man-made structures, whether above or below ground);

(c)

cultural heritage (natural, tangible and intangible);

(d)

the built environment; and

(e)

human health and wellbeing.

(a)

EU Law, including principles and standards:

(b)

National and regional laws and regulations; and

(c)

applicable international treaties,

(b)

disposals, revaluations, write downs or impairment of non-current assets or any reversal of any write down or impairment;

(c)

disposals of assets associated with discontinued operations; and

(d)

any other examples of “exceptional items” (as such term has the meaning attributed to it in IFRS).

(a)

obligations for borrowed money;

(b)

indebtedness under any acceptance credit;

(c)

indebtedness under any bond, debenture, note or similar instrument;

(d)

instrument under any bill of exchange;

(e)

indebtedness in respect of any interest rate or currency swap or forward currency sale or purchase or other form of interest or currency hedging transaction (including without limit caps, collars and floors);

(f)

indebtedness under any Finance Lease;

(g)

indebtedness (actual or contingent) under any guarantee, bond security, indemnity or other agreement;

(h)

indebtedness (actual or contingent) under any instrument entered into for the purpose of raising finance;

(i)

indebtedness in respect of a liability to reimburse a purchaser of any receivables sold or discounted in the event that any amount of those receivables is not paid;

(j)

indebtedness arising under a securitisation; or

(k)

other transaction which has the commercial effect of borrowing.

(a)

the ability of any Obligor to perform its obligations under the Finance Documents;

(b)

the business, operations, property or condition (financial or otherwise) of any Obligor or the Group as a whole; or

(c)

the legality, validity or enforceability of, or the effectiveness or ranking of, or the value of any Security granted to the Bank, or the rights or remedies of the Bank under the Finance Documents.

(a)

any Finance Lease on office equipment and cars;

(b)

all operating leases and all finance leases which would not, in accordance with the Accounting Principles prior to the application of IFRS 16 (Leases), be treated as a finance or capital lease; and

(c)

any other Finance Lease where the aggregate capital element of all rentals under such other Finance Leases does not at any time exceed the lower of (i) the Borrower's annual revenue in the preceding financial year; or (ii) EUR [***] ([***] euro) (or its equivalent in another currency or currencies).

(a)

a fee of 5% (five hundred basis points) of the Prepayment Amount if the Prepayment Date is after the relevant Disbursement Date but before or on the first anniversary of such Disbursement Date;

(b)

a fee of 4% (four hundred basis points) of the Prepayment Amount if the Prepayment Date is after the first anniversary of such Disbursement Date but before or on the second  anniversary of such Disbursement Date;

(c)

a fee of 3% (three hundred basis points) of the Prepayment Amount if the Prepayment Date is after the second anniversary of such Disbursement Date but before or on the third anniversary of such Disbursement Date;

(d)

a fee of 2% (two hundred basis points) of the Prepayment Amount if the Prepayment Date is after the third anniversary of such Disbursement Date but before the Maturity Date,

(a)

the United Nations including, inter alia, the United Nations Security Council;

(b)

the European Union including, inter alia, the Council of the European Union and the European Commission, and any other competent bodies/institutions or agencies of the European Union;

(c)

the government of the United States of America, and any department, division, agency, or office thereof, including, inter alia, the Office of Foreign Asset Control (OFAC) of the United States Department of the Treasury, the United States Department of State and/or the United States Department of Commerce; and

(d)

the government of the United Kingdom, and any department, agency, office or authority including, inter alia, the Office of Financial Sanctions Implementation of His Majesty’s Treasury and the Department for International Trade of the United Kingdom.

(a)

labour and working conditions;

(b)

occupational health and safety;

(c)

rights and interests of vulnerable groups;

(d)

rights and interests of indigenous peoples;

(e)

gender equality;

(f)

public health, safety and security;

(g)

avoidance of forced evictions and alleviation of hardship arising from involuntary resettlement; and

(h)

stakeholder engagement.

(a)

such prepayment relates to an amount that would have fallen due after the maturity of the Loan; or

(b)

such prepayment is not made within a revolving credit facility (save for the cancellation of the revolving credit facility); or

(c)

such prepayment is not made out of the proceeds of a loan or other indebtedness having a term at least equal to the unexpired term of the Non-EIB Financing prepaid.

2.1

Amount of Credit

2.2

Disbursement procedure

2.2.1

Tranches

(a)

Tranche A, in an amount of EUR 10,000,000 (ten million euro);

(b)

Tranche B, in an amount of EUR 13,750,000 (thirteen million seven hundred fifty thousand euro); and

(c)

Tranche C, in an amount of EUR 13,750,000 (thirteen million seven hundred fifty thousand euro).

2.2.2

Disbursement Offer

(a)

the amount of the Tranche;

(b)

the Disbursement Date, which shall be a Relevant Business Day, falling at least 6 (six) Business Days after the date of the Disbursement Acceptance and on or before the Final Availability Date;

(c)

the interest rate basis of the Tranche, namely:

(i)

that it is a Fixed Rate Tranche;

(ii)

the Fixed Rate;

(iii)

the PIK Interest Rate applicable to such Tranche; and

(iv)

the Payment Dates and interest periods;

(d)

the terms and frequency for repayment of principal in accordance with Article 4.5;

(e)

first Repayment Date and the Maturity Date;

(f)

the Disbursement Acceptance Deadline; and

(g)

the relevant number of Warrants to become exercisable in relation to the Tranche, if relevant.

2.2.3

Disbursement Acceptance

(a)

The Borrower may accept a Disbursement Offer by delivering a Disbursement Acceptance to the Bank no later than the Disbursement Acceptance Deadline, which shall in any case be at least 6 (six) Business Days before the Disbursement Date. The Disbursement Acceptance shall be signed by an Authorised Signatory with individual representation rights or 2 (two) or more Authorised Signatories with joint representation right and shall specify the Disbursement Account to which disbursement of the Tranche should be made in accordance with Article 2.3 (Disbursement Account).

(b)

If a Disbursement Offer is duly accepted by the Borrower in accordance with its terms on or before the Disbursement Acceptance Deadline, and provided the conditions in Article 2.5.3 (All Tranches – Other Conditions) are met, the Bank shall make the Accepted Tranche available to the Borrower in accordance with the relevant Disbursement Offer and subject to the terms and conditions of this Contract.

(c)

The Borrower shall be deemed to have refused any Disbursement Offer which has not been duly accepted in accordance with its terms on or before the Disbursement Acceptance Deadline, in which case the Tranche shall not be made available to the Borrower by the Bank, and the Credit shall not be affected.

(d)

The Bank may rely on the information set out in the most recent List of Authorised Signatories and Accounts provided to the Bank by the Borrower. If a Disbursement Acceptance is signed by a person defined as Authorised Signatory under the most recent List of Authorised Signatories and Accounts provided to the Bank by the Borrower, the Bank may assume that such person has the power to sign and deliver in the name and on behalf of the Borrower such Disbursement Acceptance.

2.3

Disbursement Account

(a)

Disbursement shall be made to the Disbursement Account specified in the relevant Disbursement Acceptance, provided that such Disbursement Account is acceptable to the Bank.

(b)

Only one Disbursement Account may be specified for each Tranche.

2.4

Currency of disbursement

2.5

Conditions of Disbursement

2.5.1

Initial Documentary Conditions Precedent

2.5.2

All Tranches - Documentary Conditions Precedent

(a)

a certificate from the Borrower in the form of Schedule D (Form of Drawdown Certificate), signed by an Authorised Signatory and dated no earlier than the date falling 14 (fourteen) Business Days before the relevant Disbursement Date;

(b)

a liquidity forecast for the next 12 (twelve) months of the Borrower which confirms that the Borrower has sufficient liquidity to pay its debts as they fall due for at least 12 (twelve) months from the relevant Disbursement Date, which may take into account the disbursement of the proposed Tranche; and

(c)

an extract from the Central Register for Solvency with respect to the Borrower showing the absence of insolvency proceedings with respect to the Borrower.

2.5.3

All Tranches – Other Conditions

(a)

the Repeating Representations are correct in all respects; and

(b)

no event or circumstance which constitutes or would with the passage of time or the giving of notice or the making of any determination under this Contract (or any combination of the foregoing) constitute:

(i)

an Event of Default; or

(ii)

a Prepayment Event other than pursuant to Article 4.7.1 (Investment Cost Reduction Event),

2.5.4

Tranche A – Additional Conditions Precedent

2.5.5

Tranche B – Additional Conditions Precedent

(a)

the evidence of FDA approval of Genio for non-CCC patients; and

(b)

the evidence of EUR [***] in revenue by the Group from commercial sales in the last twelve months.

2.5.6

Tranche C – Additional Conditions Precedent

(a)

the evidence of equity raised since 1 June 2024 totalling EUR [***] (fifty million euros); and

(b)

the evidence of EBITDA being break-even during the last six months.

2.6

Condition Subsequent

2.7

Cancellation

(a)

The Borrower may send a written notice to the Bank requesting a cancellation of the undisbursed Credit or a portion thereof. In its written notice the Borrower:

(i)

must specify whether the Credit shall be cancelled in whole or in part and, if in part, the amount of the Credit to be cancelled; and

(ii)

must not request any cancellation of an Accepted Tranche which has a Disbursement Date falling within 5 (five) Business Days of the date of such written notice.

(b)

At any time upon the occurrence of the following events, the Bank may notify the Borrower in writing that the undisbursed portion of the Credit shall be cancelled in whole or in part:

(i)

a Prepayment Event, which for the avoidance of doubt and only in case of an event pursuant to Article 4.7.1 (Investment Cost Reduction Event), by an amount equal to the amount by which it is entitled to cancel the Credit;

(ii)

an Event of Default; or

(iii)

an event or circumstance which would, with the passage of time or the giving of notice or the making of any determination under this Contract (or any combination of the foregoing) constitute a Prepayment Event other than pursuant to Article 4.7.1 (Investment Cost Reduction Event) or an Event of Default.

2.8

Fee for cancellation following disbursement of Tranche A

2.9

Cancellation after expiry of the Credit

2.10

Drop Dead Fee

(a)

If no disbursement is made within 9 (nine) months from the date of this Contract or in case the Credit is cancelled in full under Article 2.7 (Cancellation) prior to the expiry of this term, the Borrower shall pay to the Bank a one-off contractual fee equal to 1% (one hundred basis points) of the Credit (the “Drop Dead Fee”).

(b)

The Drop Dead Fee shall be payable by the Borrower to the Bank within 15 (fifteen) days of the Borrower’s receipt of the Bank’s demand or within any longer period specified in the Bank’s demand.

(c)

For the avoidance of doubt, the Drop Dead Fee payable under this Article 2.10 (Drop Dead Fee) is independent of any other fees stipulated in this Contract.

2.11

Sums due under Article 2.6

3.1

Amount of Loan

3.2

Currency of repayment, interest and other charges

(a)

The Borrower shall pay interest, principal and other charges payable in respect of each Tranche in EUR.

(b)

Any other payment shall be made in the currency specified by the Bank having regard to the currency of the expenditure to be reimbursed by means of that payment.

4.1

Fixed Rate Tranches

4.2

Payment in Kind (PIK) Interest

4.3

Warrants

4.4

Interest on overdue sums

(a)

for overdue sums related to Fixed Rate and PIK Interest Rate Tranches, the higher of (a) the applicable Fixed Rate and PIK Interest Rate plus 2% (two hundred basis points) or (b) EURIBOR plus 2% (two hundred basis points);

(b)

for overdue sums other than under sub-paragraph (a) of Article 4.4 (Interest on overdue sums) above, EURIBOR plus 2% (two hundred basis points),

4.5

Normal repayment

4.5.1

Single instalment

4.5.2

Repayment by instalments

4.6

Voluntary prepayment

4.6.1

Prepayment option

(a)

Subject to Articles 4.6.2 (Prepayment Fee) and 4.8 (General), the Borrower may prepay all or part of any Tranche, together with accrued interest (including any interest under Article 4.2 (Payment in Kind (PIK) Interest)), any Prepayment Fee and indemnities if any, and any amount due under any Finance Document in connection to such Tranche, upon giving a Prepayment Request with at least 30 (thirty) calendar days prior notice specifying:

(i)

the Prepayment Amount;

(ii)

the Prepayment Date, which shall be a Payment Date; and

(iii)

the Contract Number.

(b)

The Prepayment Request shall be irrevocable.

4.6.2

Prepayment Fee

4.6.3

Prepayment mechanics

4.7

Compulsory prepayment and cancellation

4.7.1

Investment Cost Reduction Event

(a)

The Borrower shall promptly inform the Bank if an Investment Cost Reduction Event has occurred or is likely to occur. At any time after the occurrence of an Investment Cost Reduction Event the Bank may, by notice to the Borrower, cancel the undisbursed portion of the Credit and/or demand prepayment of the Loan Outstanding up to the amount by which the Credit exceeds the limits referred to in paragraph (b) below together with accrued interest and all other amounts accrued and outstanding under this Contract in relation to the proportion of the Loan Outstanding to be prepaid.

(b)

For the purpose of this Article, “Investment Cost Reduction Event” means that the total cost of the Investment at completion by the final date specified in the Technical Description falls below the figure stated in Recital (A) so that the amount of the Credit exceeds:

(i)

[***]% ([***] per cent)

(ii)

when aggregated with the amount of any other funds from the European Union made available for the Investment, [***]% ([***] per cent.); or

(iii)

when aggregated with the principal amount of any loan provided by another implementing partner under the InvestEU Fund to finance the Investment, [***]% ([***] per cent),

4.7.2

Change Events

(a)

a Change-of-Control Event has occurred or (unless prohibited under MAR, but than in any case as soon as possible when permitted under MAR) is likely to occur; or

(b)

there is or is likely to be an enactment, promulgation, execution or ratification of or any change in or amendment to any law, rule or regulation (or in the application or official interpretation of any law, rule or regulation) that occurs or will occur, as applicable, after the date of this Contract and which, in the opinion of the Borrower, would impair an Obligor's ability to perform its obligations under any of the Finance Documents.

4.7.3

Illegality Event

(a)

Upon becoming aware of an Illegality Event:

(i)

the Bank shall promptly notify the Borrower, and

(ii)

the Bank may immediately (A) suspend or cancel the undisbursed portion of the Credit, and/or (B) demand prepayment of the Loan Outstanding, together with accrued interest and all other amounts accrued and outstanding under this Contract on the date indicated by the Bank in its notice to the Borrower.

(b)

For the purposes of this Article, “Illegality Event” means that it becomes unlawful in any applicable jurisdiction, or if it becomes contrary to any Sanctions, for the Bank to:

(i)

perform any of its obligations as contemplated in this Contract; or

(ii)

fund or maintain the Loan or the Credit.

4.7.4

Disposals

4.7.5

Pari Passu to Non-EIB Financing

(a)

A Voluntary Non EIB Prepayment has occurred; or

(b)

(i) a Voluntary Non EIB Prepayment is likely to occur and (ii) the Bank has requested a consultation in respect of such Voluntary Non EIB Prepayment in accordance with Clause 5.4 and at least 30 (thirty) days have passed since the date of such request,

4.7.6

Prepayment Fee

4.7.7

Prepayment mechanics

4.8

General

(a)

A repaid or prepaid amount may not be reborrowed.

(b)

If the Borrower prepays a Tranche on a date other than a relevant Payment Date, under Article 4.6 (Voluntary prepayment), or if the Bank exceptionally accepts, solely upon the Bank’s discretion, a Prepayment Request with prior notice of less than 30 (thirty) calendar days, the Borrower shall pay to the Bank an administrative fee in such an amount as the Bank shall notify to the Borrower.

5.1

Day count convention

5.2

Time and place of payment

(a)

If neither this Contract nor the Bank's demand specifies a due date, all sums other than sums of interest, indemnity and principal are payable within 15 (fifteen) days of the Borrower's receipt of the Bank's demand.

(b)

Each sum payable by the Borrower under this Contract shall be paid to the following account:

(c)

The Borrower shall provide the Contract Number as a reference for each payment made under this Contract.

(d)

Any disbursements by and payments to the Bank under this Contract shall be made using the Disbursement Account (for disbursements by the Bank) and the Payment Account (for payments to the Bank).

5.3

No set-off by the Borrower

5.4

Disruption to Payment Systems

(a)

the Bank may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Contract as the Bank may deem necessary in the circumstances;

(b)

the Bank shall not be obliged to consult with the Borrower in relation to any changes mentioned in sub-paragraph (a) of Article 5.4 (Disruption to Payment Systems) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; and

(c)

the Bank shall not be liable for any damages, costs or losses whatsoever arising as a result of a Disruption Event or for taking or not taking any action pursuant to or in connection with this Article 5.4 (Disruption to Payment Systems).

5.5

Application of sums received

5.5.1

General

5.5.2

Partial payments

(a)

first, any unpaid fees, costs, indemnities and expenses due under this Contract;

(b)

secondly, any accrued interest due but unpaid under this Contract;

(c)

thirdly, any principal due but unpaid under this Contract; and

(d)

fourthly, any other sum due but unpaid under this Contract.

5.5.3

Allocation of sums related to Tranches

(a)

In case of:

(i)

a partial voluntary prepayment of a Tranche that is subject to a repayment in several instalments, the Prepayment Amount shall be applied pro rata to each outstanding instalment, or, at the request of the Borrower, in inverse order of maturity,

(ii)

a partial compulsory prepayment of a Tranche that is subject to a repayment in several instalments, the amount prepaid shall be applied in reduction of the outstanding instalments in inverse order of maturity.

(b)

Sums received by the Bank following a demand under Article 8.1 (Right to demand repayment) and applied to a Tranche, shall reduce the outstanding instalments in inverse order of maturity. The Bank may apply sums received between Tranches at its discretion.

(c)

In case of receipt of sums which cannot be identified as applicable to a specific Tranche, and on which there is no agreement between the Bank and the Borrower on their application, the Bank may apply these between Tranches at its discretion.

(a)

The Borrower makes the representations and warranties set out in Schedule G (Representations and Warranties) to the Bank on the date of this Contract in respect of itself and, where applicable, the other Group Companies.

(b)

The Repeating Representations are deemed to be made by the Borrower (in respect of itself and, where applicable, the other Group Companies) on the date of each Disbursement Acceptance, each Disbursement Date and each Payment Date by reference to the facts and circumstances then existing. For the avoidance of doubt, the representations and warranties set out in in Schedule G (Representations and Warranties) which are identified with the words “(Non-repeating)” at the end are only made on the date of this Contact and shall not be deemed repeated at any later date.

(c)

The undertakings in Schedule H (General Undertakings) and Schedule I (Information and Visits) remain in force from the date of this Contract for so long as any amount is outstanding under this Contract or the Credit is available.

7.1

Taxes, duties and fees

7.2

Other charges

7.3

Increased costs, indemnity and set-off

(a)

The Borrower shall pay to the Bank any costs or expenses incurred or suffered by the Bank as a consequence of the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or compliance with any law or regulation which occurs after the date of this Contract, in accordance with or as a result of which (i) the Bank is obliged to incur additional costs in order to fund or perform its obligations under this Contract, or (ii) any amount owed to the Bank under this Contract or the financial income resulting from the granting of the Credit or the Loan by the Bank to the Borrower is reduced or eliminated.

(b)

Without prejudice to any other rights of the Bank under this Contract or under any applicable law, the Borrower shall indemnify and hold the Bank harmless from and against any loss incurred as a result of any full or partial discharge that takes place in a manner other than as expressly set out in this Contract.

(c)

The Bank may set off any matured obligation due from the Borrower under each Finance Document (to the extent beneficially owned by the Bank) against any obligation (whether or not matured) owed by the Bank to the Borrower regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Bank may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off. If either obligation is unliquidated or unascertained, the Bank may set off in an amount estimated by it in good faith to be the amount of that obligation.

8.1

Right to demand repayment

(a)

any amount payable pursuant to any Finance Document is not paid on the due date at the place and in the currency in which it is expressed to be payable, unless (i) its failure to pay is caused by an administrative or technical error or a Disruption Event and (ii) payment is made within 3 (three) Business Days of its due date;

(b)

any information or document given to the Bank by or on behalf of any Obligor or any representation, warranty or statement made or deemed to be made by the Borrower in, pursuant to or for the purpose of entering into any Finance Document or in connection with the negotiation or performance of any Finance Document is or proves to have been incorrect, incomplete or misleading in any material respect;

(c)

following any default of any Obligor in relation to any loan, or any obligation arising out of any financial transaction, other than the Loan:

(i)

such Obligor is required or is capable of being required or will, following expiry of any applicable contractual grace period, be required or be capable of being required to prepay, discharge, close out or terminate ahead of maturity such other loan or obligation; or

(ii)

any financial commitment for such other loan or obligation is cancelled or suspended,

(d)

any Obligor is unable to pay its debts as they fall due, or suspends its debts, or makes or seeks to make a composition with its creditors including a moratorium, or commences negotiations with one or more of its creditors with a view to rescheduling any of its Indebtedness;

(e)

any corporate action, legal proceedings or other procedure or step is taken in relation to the suspension of payments, a moratorium of any indebtedness, dissolution, administration or reorganisation (by way of voluntary arrangement or otherwise), including in particular without limitation openbare of besloten gerechtelijke reorganisatie/réorganisation judiclaire publique ou privée, minnelijk akkoord buiten gerechtelijke reorganisatie/accord amiable hors réorganisation judiciaire, overdracht onder gerechtelijk gezag/transfert sous autorité judiciaire, besloten voorbereiding van het faillissement/préparation privée d'une faillite, faillissement/faillite, gerechtelijke vereffening/liquidation judiciaire and any other concurrence between creditors (samenloop van schuldeisers/concours des créanciers) or any analogous procedure or step is taken under any applicable law in any jurisdiction or an order is made or an effective resolution is passed for the winding up of any Obligor, or if any Obligor takes steps towards a substantial reduction in its capital, is declared insolvent or ceases or resolves to cease to carry on the whole or any substantial part of its business or activities or any situation similar to any of the above occurs under any applicable law; this paragraph shall not apply to any proceedings which are frivolous or vexatious and which, if capable of remedy, are discharged, stayed or dismissed within 20 Business Days of commencement or, if earlier, the date on which it is advertised (or such other period as agreed between the Borrower and the Bank);

(f)

an encumbrancer takes possession of, or a receiver, liquidator, administrator, administrative receiver or similar officer is appointed, whether by a court of competent jurisdiction or by any competent administrative authority or by any person, of or over, any part of the business or assets of any Obligor or any property forming part of the Investment;

(g)

any Obligor defaults in the performance of any obligation in respect of any other loan granted by the Bank or financial instrument entered into with the Bank;

(h)

any Obligor defaults in the performance of any obligation in respect of any other loan made to it from the resources of the Bank or the European Union;

(i)

any distress, execution, sequestration or other process is levied or enforced upon the property of any Obligor or any property forming part of the Investment and is not discharged or stayed within 14 (fourteen) days;

(j)

a Material Adverse Change occurs, as compared with the position at the date of this Contract;

(k)

it is or becomes unlawful for any Obligor to perform any of its obligations under the Finance Documents, or the Finance Documents are not effective in accordance with its terms or is alleged by any Obligor to be ineffective in accordance with its terms; or

(l)

any Obligor fails to comply with any other provision under the Finance Documents (including, without limitation, each of the undertakings in Schedule H (General Undertakings) and Schedule I (Information and Visits)), unless the non-compliance or circumstance giving rise to the non-compliance is capable of remedy and is remedied within 20 (twenty) Business Days from the earlier of the Borrower becoming aware of the non-compliance and a notice served by the Bank on the Borrower.

8.2

Other rights at law

8.3

Prepayment Fee

8.4

Non-Waiver

9.1

Governing Law

9.2

Jurisdiction

(a)

The Courts of Brussels have exclusive jurisdiction to settle any dispute (a “Dispute”) arising out of or in connection with this Contract (including a dispute regarding the existence, validity or termination of this Contract or the consequences of its nullity) or any non-contractual obligation arising out of or in connection with this Contract.

(b)

The Parties agree that the Courts of Brussels are the most appropriate and convenient courts to settle Disputes between them and, accordingly, that they will not argue to the contrary.

9.3

Place of performance

9.4

Evidence of sums due

9.5

Entire Agreement

9.6

Invalidity

(a)

the legality, validity or enforceability in that jurisdiction of any other term of this Contract or the effectiveness in any other respect of this Contract in that jurisdiction; or

(b)

the legality, validity or enforceability in other jurisdictions of that or any other term of this Contract or the effectiveness of this Contract under the laws of such other jurisdictions.

9.7

Amendments

9.8

Counterparts

9.9

Assignment and transfer by the Bank

(a)

The Bank may assign or transfer (by way of novation, sub-participation or otherwise) all or part of its rights, benefits or obligations under the Finance Documents. The Borrower herewith consents to any such assignment or transfer.

(b)

The Bank shall have the right to disclose all information relating to or concerning the Borrower, the Group, the Finance Documents and the Loan in connection with or in contemplation of any such assignment or transfer.

10.1

Notices

10.1.1

Form of notice

(a)

Any notice or other communication given under this Contract must be in writing and, unless otherwise stated, may be made by letter or electronic mail.

(b)

Notices and other communications for which fixed periods are laid down in this Contract or which themselves fix periods binding on the addressee, may be made by hand delivery, registered letter or by electronic mail. Such notices and communications shall be deemed to have been received by the other Party:

(i)

on the date of delivery in relation to a hand-delivered or registered letter or

(ii)

in the case of any electronic mail, only when actually received in readable form and only if it is addressed in such a manner as the other Party shall specify for this purpose.

(a)

Any notice provided by the Borrower or the Guarantor to the Bank by electronic mail shall:

(i)

mention the Contract Number in the subject line; and

(ii)

be in the form of a non-editable electronic image (pdf, tif or other common non-editable file format agreed between the Parties) of the notice signed by one or more Authorised Signatories of the Borrower as appropriate, attached to the electronic mail.

(b)

Notices issued by the Borrower pursuant to any provision of this Contract shall, where required by the Bank, be delivered to the Bank together with satisfactory evidence of the authority of the person or persons authorised to sign such notice on behalf of the Borrower and the authenticated specimen signature of such person or persons.

(c)

Without affecting the validity of electronic mail or communication made in accordance with this Article 10.1 (Notices), the following notices, communications and documents shall also be sent by registered letter to the relevant Party at the latest on the immediately following Business Day:

(i)

Disbursement Acceptance;

(ii)

any notices and communication in respect of the cancellation of a disbursement of any Tranche, Prepayment Request, Prepayment Notice, Event of Default, any demand for prepayment, and

(iii)

any other notice, communication or document required by the Bank.

(d)

The Parties agree that any above communication (including via electronic mail) is an accepted form of communication, shall constitute admissible evidence in court and shall have the same evidential value as an agreement under hand.

10.1.2

Addresses

10.1.3

Demand after notice to remedy

10.2

English language

(a)

Any notice or communication given under or in connection with this Contract must be in English.

(b)

All other documents provided under or in connection with this Contract must be:

(i)

in English; or

(ii)

if not in English, and if so required by the Bank, accompanied by a certified English translation and, in this case, the English translation will prevail.

(a)

in respect of a relevant period of less than one month, the Screen Rate (as defined below) for a term of one month;

(b)

in respect of a relevant period of one or more months for which a Screen Rate is available, the applicable Screen Rate for a term for the corresponding number of months; and

(c)

in respect of a relevant period of more than one month for which a Screen Rate is not available, the rate resulting from a linear interpolation by reference to two Screen Rates, one of which is applicable for a period next shorter and the other for a period next longer than the length of the relevant period,

(i)

“available” means the rates, for given maturities, that are calculated and published by Global Rate Set Systems Ltd (GRSS), or such other service provider selected by the European Money Markets Institute (EMMI), or any successor to that function of EMMI, as determined by the Bank; and

(ii)

“Screen Rate” means the rate of interest for deposits in EUR for the relevant period as published at 11:00 a.m., Brussels time, or at a later time acceptable to the Bank on the day (the “Reset Date”) which falls 2 (two) Relevant Business Days prior to the first day of the relevant period, on Reuters page EURIBOR 01 or its successor page or, failing which, by any other means of publication chosen for this purpose by the Bank.

To:

Nyxoah SA

From:

European Investment Bank

Subject:

Disbursement Offer/Acceptance for the Finance Contract between European Investment Bank and Nyxoah SA dated [***] 20[***] (the “Finance Contract”)

(a)

Tranche [A/B/C]

(b)

Amount to be disbursed:

(c)

Disbursement Date:

(d)

Interest rate basis: Fixed Rate Tranche

(e)

PIK Interest Rate:

(f)

Payment Dates and interest periods:

(g)

Terms and frequency for repayment of principal:

(h)

First Repayment Date and Maturity Date:

(i)

Number of Warrants to become exercisable in relation to the Tranche:

To:

European Investment Bank

From:

Nyxoah SA

Subject:

Finance Contract between European Investment Bank and Nyxoah SA dated [***] 20[***] (the “Finance Contract”)

(a)

no Prepayment Event has occurred and is continuing unremedied;

(b)

no Security of the type prohibited under Paragraph 23 (Negative pledge) of Schedule H (General Undertakings) has been created or is in existence;

(c)

there has been no material change to any aspect of the Investment or in respect of which we are obliged to report under the Finance Contract, save as previously communicated by us;

(d)

no Default, Event of Default or a Prepayment Event other than pursuant to Article 4.7.1 (Investment Cost Reduction Event) of the Finance Contract has occurred or is continuing, or would, in each case, result from the disbursement of the proposed Tranche;

(e)

no litigation, arbitration administrative proceedings or investigation is current or to our knowledge is threatened or pending before any court, arbitral body or agency which has resulted or if adversely determined is reasonably likely to result in a Material Adverse Change, nor is there subsisting against us or any of our subsidiaries any unsatisfied judgement or award;

(f)

the Repeating Representations are correct in all respects;

(g)

no Material Adverse Change has occurred, as compared with the situation at the date of the Finance Contract; and

(h)

the borrowing of the Credit, or any part thereof, by the Borrower is within the corporate powers of the Borrower.

To:

European Investment Bank

From:

Nyxoah SA

Subject:

Finance Contract between European Investment Bank and Nyxoah SA dated [***] 20[***] (the “Finance Contract”)

(a)

[insert information regarding asset disposal];

(b)

[no security of the type prohibited under Paragraph 23 (Negative pledge) of Schedule H (General Undertakings) has been created or is in existence;]

(c)

[no Default, Event of Default or a Prepayment Event other than pursuant to Article 4.7.1 (Investment Cost Reduction Event) of the Finance Contract has occurred or is continuing.] [If this statement cannot be made, this certificate should identify any potential event of default that is continuing and the steps, if any, being taken to remedy it].

(a)

The duly executed Finance Documents.

(b)

The constitutional documents of each Obligor.

(c)

A copy of the resolution of the board of directors of each Obligor duly authorising the execution of the Finance Documents to which it is a party and duly authorising the relevant signatories.

(d)

The List of Authorised Signatories and Accounts.

(e)

A legal opinion of Clifford Chance, addressed to the Bank on the legality, validity and enforceability of the Finance Documents.

(f)

a legal opinion of NautaDutilh, legal adviser to the Borrower, addressed to the Bank, and dated no earlier than the date falling 14 (fourteen) Business Days before the Disbursement Date:

(i)

which includes an insolvency search on the relevant Obligor conducted on the date of such legal opinion; and

(ii)

on the due incorporation and valid existence of each Obligor, the authority and capacity of each Obligor to enter into the Finance Documents and perform its obligations thereunder, non-conflict with constitutional documents and on laws applicable to companies generally in Belgium, no consents, registrations or filings are required and no stamp duty is to be paid in respect of the Finance Documents, all corporate and other action required to be taken has indeed been taken, the due execution of the Finance Documents and that the Obligors are not entitled to claim immunity.

(g)

A structure chart showing the Group certified as being complete and correct by an authorised signatory of the Borrower provided such certification is dated no earlier than the date falling 14 (fourteen) Business Days before the Disbursement Date.

(h)

The latest audited financial statements of the Obligors.

(i)

Evidence of payment of all the fees and expenses as required under the Finance Documents.

(j)

A certificate of an authorised signatory of each Obligor certifying that each copy document relating to it specified in Schedule F (Initial Documentary Conditions Precedent) is correct, complete and in full force and effect as at a date no earlier than the date falling 14 (fourteen) Business Days before the Disbursement Date.

(k)

Evidence that the signatories of the Company to the Warrant Agreement are duly authorised to represent the party represented.

(l)

A copy of any other document, authorisation, opinion or assurance which the Bank has notified the Borrower is necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, the Finance Documents or the validity and enforceability of the same.

1.

Authorisations and Binding Obligations

(a)

Each Obligor is duly incorporated and validly existing as a company with limited liability under the laws of its jurisdiction of incorporation. No Obligor’s shares are publicly traded with the exception of the Borrower’s shares.

(b)

Each Obligor has the power to carry on its business as it is now being conducted and to own its property and other assets, and to execute, deliver and perform its obligations under the Finance Documents.

(c)

Each Obligor has obtained all necessary Authorisations in connection with the execution, delivery and performance of the Finance Documents and in order to lawfully comply with its obligations thereunder, and in respect of the Investment, and all such Authorisations are in full force and effect and admissible in evidence.

(d)

The execution and delivery of, the performance of each Obligor’s obligations under and compliance with the provisions of the Finance Documents do not and will not contravene or conflict with:

(i)

any applicable law, statute, rule or regulation, or any judgement, decree or permit to which it is subject;

(ii)

any agreement or other instrument binding upon it which might reasonably be expected to have a material adverse effect on its ability to perform its obligations under the Finance Documents; or

(iii)

any provision of its constitutional documents.

(e)

The obligations expressed to be assumed by each Obligor in each Finance Document to which it is a party are legal, valid, binding and enforceable obligations.

2.

Eligible Territory

3.

No default or other adverse event

(a)

There has been no Material Adverse Change since 30 May 2024. (Non-repeating)

(b)

No event or circumstance which constitutes an Event of Default has occurred and is continuing unremedied or unwaived.

4.

No proceedings

(a)

No litigation, arbitration, administrative proceedings or investigation is current or to its knowledge is threatened or pending before any court, arbitral body or agency which has resulted or if adversely determined is reasonably likely to result in a Material Adverse Change, nor is there subsisting against it or any of its Subsidiaries any unsatisfied judgement or award.

(b)

To the best of its knowledge and belief (having made due and careful enquiry) no material Environmental or Social Claim has been commenced or is threatened against any Obligor or any relevant Affiliate in relation to the Investment.

(c)

As at the date of this Contract, no Obligor has taken any action to commence proceedings for, nor have any other steps been taken or legal proceedings commenced or, so far as the Borrower is aware, threatened against any Obligor for its insolvency, winding up or dissolution, or for any Obligor to enter into any arrangement or compositions for the benefit of creditors, or for the appointment of an administrator, receiver, administrative receiver, examiner, trustee or similar officer.

5.

Security

6.

Ranking

(a)

Its payment obligations under this Contract rank not less than pari passu in right of payment with all other present and future unsecured and unsubordinated obligations under any of its debt instruments except for obligations mandatorily preferred by law applying to companies generally.

(b)

No financial covenants have been concluded with any other creditor of any Obligor (Non-repeating).

7.

Anti-Corruption

(a)

Each Obligor is in compliance with all applicable European Union and national legislation regarding Illegal Activities.

(b)

No Obligor is engaged in any Illegal Activities and to the best of the Borrower’s knowledge no Illegal Activities have occurred in connection with the Loan and the Investment. (Non-repeating)

8.

Accounting and Tax

(a)

The latest available consolidated and unconsolidated audited accounts of the Borrower and the other Obligors have been prepared on a basis consistent with previous years and have been approved by its auditors as representing a true and fair view of the results of its operations for that year and accurately disclose or reserve against all the liabilities (actual or contingent) of the Borrower and the other Obligors, as relevant.

(b)

The accounting reference date of the Borrower is 30 March 2024

(c)

No Obligor is required to make any deduction for or on account of any Tax from any payment it may make under the Finance Documents. (Non-repeating)

(d)

All Tax returns required to have been filed by each Obligor or on its behalf under any applicable law have been filed when due and contain the information required by applicable law to be contained in them.

(e)

Each Obligor has paid when due all Taxes payable by it under applicable law except to the extent that it is contesting payment in good faith and by appropriate means.

(f)

With respect to Taxes which have not fallen due or which it is contesting, each Obligor is maintaining reserves adequate for their payment and in accordance, where applicable, with GAAP.

(g)

Under the laws of the jurisdiction of incorporation of each Obligor, it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents, or the transactions contemplated by the Finance Documents. (Non-repeating).

(h)

No Borrower is resident for tax purposes in the United States of America and there is no Obligor some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.

9.

Information provided

(a)

any information provided by any Group Company for the purposes of entering into this Contract and any related documentation was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated and continues to be true and accurate in all material respect as at the date of this Contract;

(b)

the Group structure chart is true, complete and accurate in all material respects and represents the complete corporate structure of the Group as at the date of this Contract, and other than as set out therein the Borrower owns no other equity and/or shares in any other business entity. (Non-repeating)

(c)

(i) the information provided by the Borrower under the Declaration of Honour and InvestEU Fund MSS Declaration is complete, accurate and true in all respects; and (ii) the Borrower (and the Group as a whole where relevant) complies with the eligibility and exclusion criteria to be the beneficiary of the Credit as such criteria are listed in the Declaration of Honour and InvestEU Fund MSS Declaration. (Non-repeating)

10.

No indebtedness

11.

No Immunity

12.

Pensions

13.

Sanctions

(a)

is a Sanctioned Person; or

(b)

is in breach of any Sanctions.

14.

Inside Information

1.

Use of Loan

2.

Completion of Investment

3.

Procurement procedure

(a)

The Borrower shall procure works, goods and services for the Investment:

(i)

in accordance with EU Law in general and in particular with the relevant European Union procurement directives, if the latter are applicable;

(ii)

in accordance with procurement procedures which, to the satisfaction of the Bank, respect the criteria of economy and efficiency and the principles of transparency, equal treatment and non-discrimination on the basis of nationality in case of public contracts not subject to the European Union procurement directives; or

(iii)

in accordance with procurement procedures which, to the satisfaction of the Bank, respect the criteria of economy and efficiency in case of contracts other than public contracts not subject to the European Union procurement directives.

(b)

For cases (i) and (ii) of paragraph (a) above, the Borrower shall request in the tender documents or other reference documents for the procurement procedures referred to in sub-paragraph (a) above that the bidder declares whether or not it is subject to any exclusion decision or temporary suspension pursuant to the Exclusion Policy.

(c)

If a bidder declares to the Borrower prior to the contract award that it is subject to any exclusion decision or temporary suspension covered by the Exclusion Policy, the Borrower shall engage with the Bank in good faith and shall make best efforts in order to:

(i)

achieve an exclusion of such a bidder under applicable law so that the bidder does not participate in the Investment or, should such an exclusion not be possible,

(ii)

restructure the scope of the Investment so that no proceeds of the Loan be applied towards any works or services under any contract awarded to that bidder, unless otherwise agreed with the Bank.

4.

Compliance with laws

(a)

Each Obligor shall comply in all respects with all laws to which it or the Investment is subject, if failure so to comply would materially impair the ability of any Obligor to perform its obligations under any Finance Document.

(b)

Notwithstanding paragraph (a) above, each Obligor shall comply in all respects with any laws to which it may be subject and the breach of which would constitute an Illegal Activity.

5.

Environment and Social Matters

(a)

implement and operate the Investment materially in compliance with Environmental and Social Law;

(b)

obtain and maintain requisite Environmental and Social Approvals for the Investment;

(c)

materially comply with any such Environmental and Social Approvals.and upon becoming aware of any breach of this Paragraph 5 (Environment and Social Matters):

(i)

the Borrower shall promptly notify the Bank;

(ii)

the Borrower and the Bank will consult for up to 15 (fifteen) Business Days from the date of notification with a view to agreeing the manner in which the breach should be rectified; and

(iii)

the Borrower shall remedy the breach within 30 (thirty) Business Days of the end of the consultation period.

6.

Integrity

7.

Disposal of assets

(a)

Except as provided below, the Borrower shall not, and shall procure that no Group Company shall, either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily dispose of all or any part of any Group Company's business, undertaking or assets (including any shares or security of any entity or a business or undertaking, or any interest in any of them).

(b)

Sub-paragraph (a) above does not apply to any such disposal:

(i)

made with the prior written consent of the Bank;

(ii)

made on arm's length terms in the ordinary course of business of a Group Company;

(iii)

made on arm's length terms and at fair market value for cash, which is reinvested in full in assets of comparable or superior type, value and quality;

(iv)

made on arm's length terms in exchange for other assets comparable or superior as to type, value and quality;

(v)

by one Obligor to another Obligor;

(vi)

constituted by a licence of Intellectual Property Rights;

(vii)

made in relation to non-material assets which have depreciated to less than [***]% ([***] per cent.) of their initial value or which are obsolete;

(viii)

excluding any disposal otherwise permitted under (ii) to (vii) above, disposals where the higher of the market value or consideration receivable for such disposals does not exceed (x) [***]% ([***] per cent.) of Total Assets during any financial year, and (y) [***]% ([***] per cent.) of Total Assets during the term of the Credit; or

(ix)

arising as a result of Permitted Security,

(c)

For the purposes of this Paragraph 7 (Disposal of assets), “dispose” and “disposal” includes any act effecting sale, transfer, lease or other disposal.

8.

Maintenance of assets

9.

Insurances

10.

Change in business

11.

Merger

(a)

with the prior written consent of the Bank; or

(b)

such amalgamation, demerger, merger or corporate reconstruction does not result in a Material Adverse Change and is on a solvent basis, and provided that:

(i)

only Group Companies are involved;

(ii)

the resulting entity will not be incorporated or located in a country which is in a jurisdiction that is blacklisted by any Lead Organisation in connection with activities such as money laundering, financing of terrorism, tax fraud and tax evasion or harmful tax practices as such blacklist may be amended from time to time;

(iii)

if the Borrower is involved, (i) the rights and obligations of the Borrower under this Contract will remain with the Borrower, (ii) the surviving entity will be the Borrower and the statutory seat of the Borrower would not as a result of such merger be transferred to a different jurisdiction, (iii) the merger will not have an effect on the validity, legality or enforceability of the Borrower's obligations under this Contract; and (iv) all of the business and assets of the Borrower are retained by it; and

(iv)

if a Guarantor is involved, (i) the rights and obligations of the Guarantor under the Guarantee Agreement will remain with the Guarantor, (ii) the surviving entity will be the Guarantor and the statutory seat of the Guarantor would not as a result of such merger be transferred to a different jurisdiction, (iii) the merger will not have an effect on the validity, legality or enforceability of the Guarantor's obligations under the Guarantee Agreement; and (iv) all of the business and assets of the Guarantor are retained by it.

12.

Books and records

13.

Ownership

(a)

The Borrower shall maintain not less than 51% (fifty one per cent.) of the share capital, directly or indirectly, of each of its Material Subsidiaries, unless a prior written consent of the Bank is received by the Borrower.

(b)

The Borrower shall in aggregate maintain not less than 51% (fify one per cent.) of the share capital, directly or indirectly, of each Guarantor, unless prior written consent of the Bank is received by the Borrower.

(c)

The Borrower shall immediately notify the Bank in the event of a new entity becoming a Subsidiary of the Borrower through any means, including but not limited to acquisition, creation and spin-off.

(d)

The undertakings in sub-paragraphs (a), (b) and (c) above shall be calculated in accordance with GAAP as applied by the Borrower on the date of this Contract and as GAAP is amended from time to time and tested annually.

14.

Acquisitions

(a)

with the prior written consent of the Bank;

(b)

by one Obligor of an asset sold, leased, transferred or otherwise disposed of by another Obligor;

(c)

by a Group Company of all the shares or other ownership interests in any limited liability company or corporation, limited liability partnership or any equivalent company, provided that:

(i)

such entity has not yet commenced commercial operations;

(ii)

such entity is incorporated in a country that is a member of either or both of the European Union or the Organisation of Economic Co-Operation and Development; and

(iii)

no Event of Default is continuing on the date the relevant acquisition agreement is entered into or would occur as a result of the acquisition; or

(d)

of shares or other ownership interests in any limited liability company or corporation, limited liability partnership or any equivalent company, the consideration for which does not exceed an aggregate amount of (x) EUR [***] ([***] euro) during any financial year, and (y) EUR [***] ([***] euro) during the term of the Credit, provided that:

(i)

no Event of Default is continuing on the date the relevant acquisition agreement is entered into or would occur as a result of the acquisition;

(ii)

the acquired entity is engaged in a business similar or complementary to the business carried on by the Group as at the date of this Contract;

(iii)

the acquired entity is not incorporated or located in a jurisdiction that is blacklisted by any Lead Organisation in connection with activities such as money laundering, financing of terrorism, tax fraud and tax evasion or harmful tax practices as such blacklist may be amended from time to time;

(iv)

in respect of any acquisition where the consideration exceeds EUR [***]([***]euro), legal and financial due diligence reports (including customary reliance letters in favour of the Bank) and a business plan (in the form of the most recent budget adjusted for the expected effects of the acquisition) in respect of the 3 (three) next following financial years and any other due diligence reports received in connection with the acquisition (if any) are provided to the Bank; and

(v)

the Borrower provides a Compliance Certificate for the 2 (two) 12 (twelve) month financial periods immediately following the acquisition, updated on a pro forma basis as if the acquisition has occurred.

15.

Indebtedness

(a)

with the prior written consent of the Bank;

(b)

under this Contract;

(c)

under a Permitted Finance Lease, Permitted Factoring or Permitted Hedging;

(d)

under any letters of credit provided that such Indebtedness does not, singularly or in aggregate, exceed EUR [***] ([***]euro) (or its equivalent in another currency or currencies);

(e)

in respect of a Permitted Guarantee;

(f)

under automatically convertible loans and (convertible) loans which are fully subordinated to this Contract;

(g)

not permitted by the preceding sub-paragraphs and the outstanding amount of which does not exceed EUR [***] ([***] euro) (or its equivalent) in aggregate for the Group at any time,

16.

Guarantees

(a)

The Borrower shall not, and shall procure that no other Group Company shall, issue or allow to remain outstanding any guarantees in respect of any liability or obligation of any person save for:

(i)

with the prior written consent of the Bank; or

(ii)

guarantees issued in the ordinary course of trade by any Group Company:

(1)

under the Guarantee Agreement;

(2)

under any negotiable instruments;

(3)

in connection with any performance bond;

(4)

in connection with any Permitted Indebtedness;

(5)

to landlords (including any counter indemnities in favour of financial institutions relating thereto) of a member of the Group in the ordinary course of business; or

(6)

issued by one Obligor to another Obligor.

(b)

The Borrower shall procure that, as soon as any Group Company becomes a Material Subsidiary (as identified in any accounts delivered to the Bank from time to time pursuant to Paragraph 2 (Information concerning the Borrower) of Schedule I (Information and Visits)), that Group Company shall promptly notify the Bank and on the Bank’s request enter into a Guarantee Agreement and provide the Bank with:

(i)

a certified copy of the resolution of the competent body (management board, supervisory board, board of directors and/or general meeting of shareholders) of such Material Subsidiary duly authorising the execution of such Guarantee Agreement and duly authorising the person or persons signing such Guarantee Agreement on behalf of such Material Subsidiary together with the specimen signature of each such person or persons;

(ii)

evidence that such Material Subsidiary has obtained all necessary Authorisations required in connection with such Guarantee Agreement and, where applicable, any accession deed in respect of such Guarantee Agreement; and

(iii)

a legal opinion of a reputable law firm in the jurisdiction of incorporation of such Material Subsidiary, addressed to the Bank on the valid existence of such Material Subsidiary, the authority and capacity of such Material Subsidiary to enter into the Guarantee Agreement and on the due execution and choice of law of the Guarantee Agreement,

17.

Hedging

(a)

any derivative transaction by a Group Company to hedge actual or projected exposure arising in the ordinary course of trading and not for speculative purposes; and

(b)

any derivative instrument of a Group Company which is accounted for on a hedge accounting basis but is not entered into for speculative purposes.

18.

Restrictions on distributions

(a)

with the prior written consent of the Bank;

(b)

payments to a Group Company as a result of a solvent liquidation or reorganisation of a Group Company which is not an Obligor; and

(c)

any dividend payments made by any Subsidiary.

19.

Restrictions on loans

(a)

any trade credit extended by any Group Company to its customers on normal commercial terms and in the ordinary course of its trading activities;

(b)

any loan made by a Group Company (other than an Obligor) to another member of the Group;

(c)

a loan made by one Obligor to another Obligor; or

(d)

any other Indebtedness or loan advanced to or made available by any Group Company with the prior written consent of the Bank.

20.

Restrictions on Intercompany Loans

(a)

with the prior written consent of the Bank;

(b)

where the lender of the Intercompany Loan is the Borrower or an Obligor; or

(c)

the payments to a Group Company as a result of a solvent liquidation or reorganisation of a Group Company which is not an Obligor.

21.

Intellectual Property Rights

22.

Maintenance of Status

23.

Negative pledge

(a)

The Borrower shall not (and shall procure that no other Group Company shall) create or permit to subsist any Security over any of its assets.

(b)

For the purposes of this Paragraph 23 (Negative pledge), the term Security shall also include any arrangement or transaction on assets or receivables or money (such as the sale, transfer or other disposal of assets on terms whereby they are or may be leased to or re-acquired by any Group Company, the sale, transfer or other disposal of any receivables on recourse terms or any arrangement under which money or the benefit of a bank account or other account may be applied or set off or any preferential arrangement having a similar effect) in circumstances where the arrangement or transaction is entered into primarily as a method of raising credit or of financing the acquisition of an asset.

(c)

Sub-paragraph (a) above does not apply to any Security, listed below:

(1)

the Security was not created in contemplation of the acquisition of that asset by a Group Company;

(2)

the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by a Group Company; and

(3)

the Security is removed or discharged within 2 (two) months of the date of acquisition of such asset;

(1)

the Security was not created in contemplation of the acquisition of that company;

(2)

the principal amount secured has not increased in contemplation of or since the acquisition of that company; and

(3)

the Security is removed or discharged within 2 (two) months of that company becoming a Group Company;

24.

Other Undertakings

25.

Data Protection

(a)

When disclosing information (other than mere contact information relating to the Borrower’s personnel involved in the management of this Contract (“Contact Data”)) to the Bank in connection with this Contract, the Borrower shall redact or otherwise amend that information (as necessary) so that it does not contain any personal data, except where this Contract specifically requires, or the Bank specifically in writing requests, the disclosure of that information in the form of personal data.

(b)

Before disclosing any personal data (other than mere contact information relating to the Borrower’s personnel involved in the management of this Contract) to the Bank in connection with this Contract, the Borrower shall ensure that each data subject of those personal data:

(i)

has been informed of the disclosure (including the categories of personal data to be disclosed); and

(ii)

has the information in the Bank’s privacy statement in relation to its lending and investment activities set out at the relevant time at https://www.eib.org/en/privacy/lending (or such other address as the Bank may notify to the Borrower in writing from time to time).

26.

Sanctions

(a)

enter into a business relationship with, and/or make any funds and/or economic resources available to, or for the benefit of, any Sanctioned Person in connection with the Investment; or

(b)

use all or part of the proceeds of the Loan or lend, contribute or otherwise make available such proceeds to any person in any manner that would result in a breach by itself and/or by the Bank of any Sanctions; or

(c)

fund all or part of any payment under this Contract out of proceeds derived from activities or businesses with a Sanctioned Person, a person in breach of the Sanctions or in any manner that would result in a breach by itself and/or by the Bank of any Sanctions.

27.

Repayment of Loan under the InvestEU Fund

28.

Clauses by inclusion

1.

Information concerning the Investment

(a)

The Borrower shall deliver to the Bank:

(i)

the information in content and in form, and at the times, specified in Part A.2 (Information Duties) of Schedule A (Investment Specification and Reporting) or otherwise as agreed from time to time by the Parties to this Contract;

(ii)

any such information or further document concerning the Investment as the Bank may require to comply with its obligations under the InvestEU Regulation; and

(iii)

any such information or further document concerning the financing, procurement, implementation, operation and environmental or social matters of or for the Investment as the Bank may reasonably require within a reasonable time,

(b)

The Borrower shall submit for the approval of the Bank without delay any material changes to the Investment, also taking into account the disclosures made to the Bank in connection with the Investment prior to the signing of this Contract, in respect of, inter alia, the total cost, plans, timetable or to the expenditure programme or financing plan for the Investment.

(c)

The Borrower shall promptly inform the Bank of:

(i)

any action initiated or any objection raised by any third party or any genuine complaint received by the Borrower, which is material, or any material Environmental or Social Claim that is to its knowledge commenced, pending or threatened against it with regard to environmental or other matters affecting the Investment;

(ii)

any fact or event known to the Borrower, which may substantially prejudice or affect the Borrower's ability to execute the Investment;

(iii)

any incident or accident relating to the Investment which has or is likely to have a significant adverse effect on the Environment or on Social Matters;

(iv)

a genuine allegation, complaint or information with regard to Illegal Activities or any Sanctions related to the Loan and/or the Investment;

(v)

any self-declared exclusion by a bidder that occurs prior to the contract award and is covered by the Exclusion Policy;

(vi)

any material non-compliance by it with any applicable Environmental and Social Law; and

(vii)

any suspension, revocation or material modification of any material Environmental and Social Approval.

(d)

If the total cost of the Investment exceeds the estimated figure set out in Recital (A), the Borrower shall notify the Bank without delay and shall inform the Bank of its plans to fund the increased costs.

(e)

The Borrower shall provide to the Bank, if so requested:

(i)

a certificate of its insurers showing that all assets required in order to carry out the Investment are insured with reputable underwriters or insurance companies against those risks and to the extent as is usual for companies carrying on the same or substantially similar business; and

(ii)

annually, a list of insurance policies in force covering any aspect of the Investment, together with confirmation of payment of the current premiums.

2.

Information concerning the Borrower

(a)

The Borrower shall deliver to the Bank:

(i)

as soon as they become available but in any event within 180 (one hundred and eighty) days after the end of each of its financial years its audited consolidated and unconsolidated annual report, balance sheet, cash flow statement, income statement, profit and loss account and auditors report for that financial year together with a Compliance Certificate signed by 2 (two) directors;

(ii)

as soon as they become available but in any event within 120 (one hundred and twenty days) days after the end of each of the relevant accounting periods its interim consolidated and unconsolidated semi-annual report, balance sheet, profit and loss account and cash flow statement for the first half-year of each of its financial years together with a Compliance Certificate signed by 2 (two) directors;

(iii)

as soon as they become available but in any event within 30 (thirty) days after the end of each relevant period its liquidity forecast for the next 12 (twelve) months on a rolling basis, in form and substance satisfactory to the Bank;

(iv)

such further information, evidence or document concerning its general financial situation or such certificates of compliance with the undertakings of Article 7 (Borrower undertakings and representations) as the Bank may deem necessary or may reasonably require to be provided within a reasonable time;

(v)

any such further information, evidence or document concerning the compliance with the due diligence requirements of the Bank, including, but not limited to “know your customer” (KYC) or similar identification procedures, when requested and within a reasonable time; and

(vi)

such further information, evidence or document concerning the factual information or documents provided to the Bank for the purposes of entering into this Contract, as the Bank may deem necessary or may require to be provided within a reasonable time.

(b)

The Borrower shall inform the Bank immediately of:

(i)

any Default or Event of Default having occurred or being threatened or anticipated;

(ii)

to the extent permitted by law, any material litigation, arbitration, administrative proceedings or investigation carried out by a court, administration or similar public authority, which, to the best of its knowledge and belief is current, threatened or pending:

(1)

against the Borrower or its Controlling entities or members of the Borrower's management bodies in connection with Illegal Activities related to the Loan or the Investment; or

(2)

which might if adversely determined result in a Material Adverse Change;

(iii)

any Change in the Beneficial Ownership of the Borrower;

(iv)

any Voluntary Non EIB Prepayment that has occurred or is likely to occur; and

(v)

any claim, action, proceeding, formal notice or investigation relating to any Sanctions concerning an Obligor or any Relevant Person.

3.

Visits by the Bank

(a)

Each Obligor shall allow the Bank and, when either required by the relevant mandatory provisions of EU law or pursuant to the InvestEU Regulation, the competent EU institutions including the European Court of Auditors, the European Commission, the European Anti-Fraud Office, the European Public Prosecutor’s Office as well as persons designated by the foregoing (each a “Relevant Party”):

(i)

to visit the sites, installations and works comprising the Investment;

(ii)

to interview representatives of each Obligor, and not obstruct contacts with any other person involved in or affected by the Investment; and

(iii)

to conduct such investigations, inspections, on the spot audits and checks as they may wish and review the Obligors’ books and records in relation to the execution of the Investment and to be able to take copies of related documents to the extent not prohibited by the law.

(b)

Each Obligor shall provide the Bank and any Relevant Party, or ensure that the Bank and any Relevant Party is provided, with all necessary assistance for the purposes described in this Paragraph 3 (Visits by the Bank), including access to information, facilities and documentation for the purposes described in this paragraph.

(c)

In the case of a genuine allegation, complaint or information with regard to Illegal Activities related to the Loan and/or the Investment, the Borrower shall consult with the Bank in good faith regarding appropriate actions. In particular, if it is proven that a third party committed Illegal Activities in connection with the Loan and/or the Investment with the result that the Loan or the CEF Financing were misapplied, the Bank may, without prejudice to the other provisions of this Contract, inform the Borrower if, in its view, the Borrower should take appropriate recovery measures against such third party. In any such case, the Borrower shall in good faith consider the Bank's views and keep the Bank informed.

4.

Disclosure and publication

(a)

it will use the emblem of the European Union or a reference to the EU, as appropriate, in a visible way in all its press releases, communications materials, the social media, as well as in all contractual documentation directly related to the Investment;

(b)

the Bank may be obliged to communicate information relating to the Borrower and the Investment to any competent institution or body of the European Union in accordance with the relevant mandatory provisions of European Union law or pursuant to the InvestEU Regulation;

(c)

the Bank and/or the European Commission may showcase this Investment by way of, among other, audio visual material or print publications and including information on the name and address of the Borrower, the financing form and the sector of activity of the Investment;

(d)

the Bank may publish in its website or produce press releases containing information related to the financing provided pursuant to this Contract with support under the InvestEU Fund, including the name, address and country of establishment of the Borrower the purpose of the financing, and the type and amount of financial support received under this Contract;

(e)

unless the Borrower, prior to receiving financial support under the InvestEU Fund, declares in writing to the Bank (including by way of representation in this Contract) that the below publication by the Bank:

(i)

risks harming its commercial interests or threatening the rights and freedoms of the persons or entities concerned as protected by the Charter of Fundamental Rights of the European Union; or

(ii)

would be illegal under the laws and regulations applicable to the Borrower,

(f)

if requested by the Bank, the Borrower undertakes to refer to this financing and any other financing granted by the Bank or financial instrument entered into with the Bank in its public communications up to and including the Final Availability Date.

5.

Confidential information