Exhibit 4.1


 


Execution Version


 





 



 


PROCAPS S.A.


 


US$115,000,000


 


Guaranteed Senior Notes due NOVEMBER 12, 2031


 


Guaranteed by


 


PROCAPS GROUP, S.A.,


 


as Parent Guarantor,
AND


 


certain Subsidiary Guarantors


 





 



 


Note Purchase and
Guarantee Agreement


 





 



 


Dated
NOVEMBER 5, 2021


 





 



 




     


     


    

 


TABLE OF CONTENTS


 


	Section	 	Page
	Section 1. Authorization of Notes; guaranties	 	1
	 	 	 	 
	Section 2. Sale and Purchase of Notes	 	1
	 	 	 	 
	Section 3. Closing	 	2
	 	 	 	 
	Section 4. Conditions to Closing	 	2
	Section 4.1	Representations and Warranties	 	2
	Section 4.2	Performance; No Default	 	2
	Section 4.3	Closing Certificates; Powers of Attorney	 	3
	Section 4.4	Opinions of Counsel	 	3
	Section 4.5	Purchase Permitted By Applicable Law, Etc.	 	4
	Section 4.6	Sale of Other Notes	 	4
	Section 4.7	Payment of Fees	 	4
	Section 4.8	Private Placement Number	 	4
	Section 4.9	Changes in Corporate Structure	 	4
	Section 4.10	Funding Instructions	 	4
	Section 4.11	Acceptance of Appointment to Receive Service of Process	 	5
	Section 4.12	Pagarés	 	5
	Section 4.13	Instruction Letters	 	5
	Section 4.14	KYC Information	 	5
	Section 4.15	SPAC and PIPE Transactions	 	5
	Section 4.16	Proceedings and Documents	 	5
	 	 	 	 
	Section 5. Representations and Warranties of the obligors	 	5
	Section 5.1	Organization; Power and Authority	 	6
	Section 5.2	Authorization, Etc.	 	6
	Section 5.3	Disclosure	 	6
	Section 5.4	Organization and Ownership of Shares of Subsidiaries; Affiliates	 	6
	Section 5.5	Financial Statements; Material Liabilities	 	7
	Section 5.6	Compliance with Laws, Other Instruments, Etc.	 	7
	Section 5.7	Governmental Authorizations, Etc.	 	8
	Section 5.8	Litigation; Observance of Agreements, Statutes and Orders	 	9
	Section 5.9	Taxes	 	9
	Section 5.10	Title to Property; Leases	 	10
	Section 5.11	Licenses, Permits, Etc.	 	10
	Section 5.12	Compliance with ERISA	 	10
	Section 5.13	Private Offering by the Company	 	12
	Section 5.14	Use of Proceeds; Margin Regulations	 	12
	Section 5.15	Existing Indebtedness; Future LiensThe obligations of each Guarantor	 	12
	Section 5.16	Foreign Assets Control Regulations, Etc.	 	13
	Section 5.17	Investment Company	 	14
	Section 5.18	Environmental Matters	 	14
	Section 5.19	Ranking of Obligations	 	14
	Section 5.20	Solvency	 	15



 






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TABLE OF CONTENTS (Cont’d.)


 


	Section	 	Page
	Section 5.21	No Immunity	 	15
	Section 5.22	Absence of Currency Exchange Controls	 	15
	Section 5.23	Status of Pagarés	 	15
	Section 5.24	Fiscal Year	 	15
	Section 5.25	Centre of Main Interest	 	16
	 	 	 	 
	Section 6. Representations of the Purchasers	 	16
	Section 6.1	Purchase for Investment	 	16
	Section 6.2	Source of Funds	 	16
	Section 6.3	Accredited Investor; Knowledge and Experience	 	18
	 	 	 	 
	Section 7. Information as to obligors	 	18
	Section 7.1	Financial and Business Information	 	18
	Section 7.2	Officer’s Certificate	 	21
	Section 7.3	Visitation	 	22
	Section 7.4	Electronic Delivery	 	22
	Section 7.5	Limitation on Disclosure Obligation	 	23
	 	 	 	 
	Section 8. Payment and Prepayment of the Notes	 	24
	Section 8.1	Required Prepayments; Maturity	 	24
	Section 8.2	Optional Prepayments with Make-Whole Amount	 	24
	Section 8.3	Prepayment for Tax Reasons	 	24
	Section 8.4	Prepayment in Connection with a Noteholder Sanctions Event	 	26
	Section 8.5	Allocation of Partial Prepayments	 	27
	Section 8.6	Maturity; Surrender, Etc.	 	27
	Section 8.7	Purchase of Notes	 	28
	Section 8.8	Make-Whole Amount	 	28
	Section 8.9	Payments Due on Non-Business Days	 	30
	Section 8.10	Prepayment in Connection with a Disposition	 	30
	Section 8.11	Interest	 	31
	 	 	 	 
	Section 9. Affirmative Covenants	 	31
	Section 9.1	Compliance with Laws; Licenses, etc.	 	31
	Section 9.2	Insurance	 	31
	Section 9.3	Maintenance of Properties	 	32
	Section 9.4	Payment of Taxes and Claims	 	32
	Section 9.5	Corporate Existence, Etc.	 	32
	Section 9.6	Books and Records	 	32
	Section 9.7	Subsidiary Guarantors	 	33
	Section 9.8	Priority of Obligations	 	34
	Section 9.9	Most Favored Lender	 	34
	Section 9.10	Maintenance of Fiscal Year	 	36
	Section 9.11	Ownership of Company	 	36
	Section 9.12	Post-Closing Covenants	 	36
	 	 	 	 
	Section 10. Negative Covenants	 	38
	Section 10.1	Transactions with Affiliates	 	38
	Section 10.2	Merger, Consolidation, Etc.	 	38



 






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TABLE OF CONTENTS (Cont’d.)


 


	Section	 	Page
	Section 10.3	Line of Business	 	39
	Section 10.4	Economic Sanctions, Etc.	 	39
	Section 10.5	Liens	 	40
	Section 10.6	Limitation on Subsidiary Indebtedness	 	43
	Section 10.7	Dispositions	 	44
	Section 10.8	Financial Covenants	 	46
	Section 10.9	Obligor Coverage	 	46
	Section 10.10	Restricted Payments	 	46
	Section 10.11	Inconsistent Agreements	 	47
	Section 10.12	Limitation on Loans and Guaranties	 	47
	Section 10.13	Amendments to Organizational Documents, etc.	 	47
	 	 	 	 
	Section 11. Events of Default	 	47
	 	 	 	 
	Section 12. Remedies on Default, Etc.	 	51
	Section 12.1	Acceleration	 	51
	Section 12.2	Other Remedies	 	51
	Section 12.3	Rescission	 	51
	Section 12.4	No Waivers or Election of Remedies, Expenses, Etc.	 	52
	 	 	 	 
	Section 13. Tax Indemnification; FATCA Information	 	52
	 	 	 	 
	Section 14. Registration; Exchange; Substitution of Notes	 	56
	Section 14.1	Registration of Notes	 	56
	Section 14.2	Transfer and Exchange of Notes	 	56
	Section 14.3	Replacement of Notes, Pagarés and Instruction Letters	 	57
	 	 	 	 
	Section 15. Guaranty	 	57
	Section 15.1	Unconditional Guaranty	 	57
	Section 15.2	Obligations Absolute	 	59
	Section 15.3	Waiver	 	59
	Section 15.4	Obligations Unimpaired	 	60
	Section 15.5	Subrogation and Subordination	 	60
	Section 15.6	Reinstatement of Guaranty	 	61
	Section 15.7	Term of Guaranty	 	61
	Section 15.8	Information Regarding the Company	 	62
	 	 	 	 
	Section 16. Payments on Notes	 	62
	Section 16.1	Place of Payment	 	62
	Section 16.2	Payment by Wire Transfer	 	62
	 	 	 	 
	Section 17. Expenses, Etc.	 	63
	Section 17.1	Transaction Expenses	 	63
	Section 17.2	Certain Taxes	 	64
	Section 17.3	Waiver of Consequential Damages, Etc.	 	64
	Section 17.4	Survival	 	64



 






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TABLE OF CONTENTS (Cont’d.)


 


	Section	 	Page
	Section 18. Survival of Representations and Warranties; Entire Agreement	 	64
	 	 	 	 
	Section 19. Amendment and Waiver	 	65
	Section 19.1	Requirements	 	65
	Section 19.2	Solicitation of Holders of Notes	 	65
	Section 19.3	Binding Effect, Etc.	 	66
	Section 19.4	Notes Held by Obligors, Etc.	 	66
	 	 	 	 
	Section 20. Notices; English Language	 	66
	 	 	 	 
	Section 21. Reproduction of Documents	 	67
	 	 	 	 
	Section 22. Confidential Information	 	68
	 	 	 	 
	Section 23. Substitution of Purchaser	 	69
	 	 	 	 
	Section 24. Miscellaneous	 	69
	Section 24.1	Successors and Assigns	 	69
	Section 24.2	Accounting Terms	 	69
	Section 24.3	Severability	 	70
	Section 24.4	Construction, Etc.	 	70
	Section 24.5	Counterparts	 	70
	Section 24.6	Governing Law	 	71
	Section 24.7	Jurisdiction and Process; Waiver of Jury Trial	 	71
	Section 24.8	Obligation to Make Payment in Dollars	 	72
	Section 24.9	Special Waiver; No Immunity	 	72
	Section 24.10	Inconsistency with Pagarés	 	73


 




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	Schedule A	—	Defined Terms
	Schedule B	—	Original Subsidiary Guarantors
	Schedule C	—	Form of Subsidiary Guarantor Joinder Agreement
	Schedule 1-A	—	Form of Note
	Schedule 1-B	 	Form of Pagaré
	Schedule 1-C	—	Form of Instruction Letter
	Schedule 5.3	—	Disclosure Materials
	Schedule 5.4	—	Subsidiaries of the Parent Guarantor and Ownership of Subsidiary Stock
	Schedule 5.5	—	Financial Statements
	Schedule 5.15	—	Existing Indebtedness; Future Liens
	Schedule 8.1	—	Amortization Schedule
	Schedule 10.5(a)	—	Existing Liens
	Schedule 10.5(b)	—	Material Property
	Schedule 10.5(c)	—	Existing Leases
	Purchaser Schedule	—	Information Relating to Purchasers


 




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PROCAPS S.A.


Calle 80 No. 78B-201, Barranquilla, Colombia


 


PROCAPS Group,
S.A.


9 rue de Bitbourg, L-1273 Luxembourg, Grand Duchy
of Luxembourg


 


Guaranteed Senior Notes due November 12, 2031


 


November 5, 2021


 


To Each of the Purchasers Listed in

the Purchaser Schedule Attached Hereto:


 


Ladies and Gentlemen:


 


Procaps S.A., a sociedad
anónima organized under the laws of Colombia (the “Company”), Procaps Group, S.A., a société
anonyme incorporated under the laws of the Grand Duchy of Luxembourg and having its registered office at 9 rue de Bitbourg, L-1273
Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Companies Register under number B253360 (the “Parent
Guarantor”), each of the entities set forth on Schedule B (collectively, the “Original Subsidiary Guarantors”)
and each Subsidiary that becomes a Subsidiary Guarantor after the date of this Agreement (including the Intermediate Parent), jointly
and severally agree with each of the Purchasers as follows:


 


 Section 1.  Authorization of Notes; guaranties.




 


The Company will authorize
the issue and sale of US$115,000,000 aggregate principal amount of its Guaranteed Senior Notes due November 12, 2031 (the “Notes”).
The Notes shall be substantially in the form set out in Schedule 1-A. With respect to the Note or Notes of each Purchaser, the Company
and each Guarantor will execute and deliver to each Purchaser (a) one pagaré, payable to such Purchaser (or its nominee),
in the form set out in Schedule 1-B (each, a “Pagaré”) and (b) one letter of instruction, in favor of
such Purchaser (or its nominee), in the form set out in Schedule 1-C (each, an “Instruction Letter”). Certain capitalized
and other terms used in this Agreement are defined in Schedule A and, for purposes of this Agreement, the rules of construction set
forth in Section 24.4 shall govern.


 


The obligations of the Company
under this Agreement and the Notes shall be guaranteed by the Guarantors as provided in Section 15.


 


 Section 2.  Sale and Purchase of Notes.




 


Subject to the terms and conditions
of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing
provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in the Purchaser Schedule at the
purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations
and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser
hereunder. The Notes have not been and will not be registered under the Securities Act and will, therefore, be issued pursuant to an exemption
from registration therefrom in reliance upon the representations and warranties of the Purchasers and subject to the restrictions on transfer
set forth herein.


 




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 Section 3.  Closing.




 


The sale and purchase of the
Notes to be purchased by each Purchaser shall occur at the offices of Akin Gump Strauss Hauer & Feld LLP, One Bryant Park, 44th Floor,
New York, New York 10036-6745, at 10:00 a.m., local time, at a closing (the “Closing”) on November 12, 2021 or on such
other Business Day thereafter on or prior to November 16, 2021 as may be agreed upon by the Company and the Purchasers. At the Closing
the Company will deliver to each Purchaser the Notes to be purchased by such Purchaser in the form of a single Note (or such greater number
of Notes in denominations of at least US$500,000 as such Purchaser may request), dated the date of the Closing and registered in such
Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately
available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company
to the account designated in the Funding Instruction Letter. If at the Closing the Company shall fail to tender such Notes to any Purchaser
as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s
satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving
any rights such Purchaser may have by reason of such failure by the Company to tender such Notes or any of the conditions specified in
Section 4 not having been fulfilled to such Purchaser’s satisfaction.


 


 Section 4.  Conditions to Closing.




 


Each Purchaser’s obligation
to purchase and pay for the Notes to be issued and sold to such Purchaser at the Closing is subject to the fulfilment to such Purchaser’s
satisfaction (or waiver thereof in accordance with Section 19.1), prior to or at the Closing, of the following conditions:


 


Section 4.1 
Representations and Warranties. The representations and warranties of the Obligors in this Agreement shall be correct at the
date of this Agreement and at the Closing (unless such representation or warranty relates solely to an earlier date, in which case it
shall have been correct as of such earlier date). The statements of the Obligors and their respective officers or other representatives
made in any certificates delivered as of the date of the Closing pursuant to this Agreement shall be true and correct on and as of the
Closing (unless such representation or warranty relates solely to an earlier date, in which case it shall have been correct as of such
earlier date).


 


Section 4.2  Performance;
No Default. Each Obligor shall have performed and complied with all agreements and conditions contained in this Agreement
required to be performed or complied with by it prior to or at the Closing, and from the date of this Agreement to the Closing
assuming that Sections 9 and 10 are applicable from the date of this Agreement. From the date of this Agreement until the Closing,
before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by
Section 5.14), no Default or Event of Default shall have occurred and be continuing. Neither the Parent Guarantor nor any of its
Subsidiaries shall have entered into any transaction since September 3, 2021 that would have been prohibited by Section 10 had such
Section applied since such date.


 




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Section 4.3 
Closing Certificates; Powers of Attorney.


 


(a) 
Officer’s Certificate. The Parent Guarantor shall have delivered to such Purchaser an Officer’s Certificate
of the Parent Guarantor, dated the date of the Closing, (i) certifying that the conditions specified in Section 4.1, Section 4.2 and Section
4.9 have been fulfilled and (ii) certifying that (A) there is no More Favorable Provision in effect on the date of the Closing or (B)
setting forth a description of each More Favorable Provision in effect on the date of the Closing (including any defined terms used therein)
and related explanatory calculations, if applicable.


 


(b) 
Secretary’s or Director’s Certificates. Each Obligor shall have delivered to such Purchaser a certificate of
its Secretary, an Assistant Secretary, a Director or another appropriate person, dated the date of the Closing, certifying as to:


 


(i) 
the resolutions attached thereto and other corporate or other entity proceedings, as applicable, relating to the authorization,
execution and delivery of each Finance Document to which such Obligor is a party, including, to the extent applicable, resolutions of
the shareholders of such Obligor,


 


(ii) 
such Obligor’s organizational documents as then in effect (in the case of the Parent Guarantor, including, but not limited
to, copies of its organizational documents certified by a Responsible Officer of the Parent Guarantor and the excerpt from the Luxembourg
trade and companies register (the “RCS”) and the non-registration certificate (certificat de non-inscription d'une
décision judiciaire) from the RCS pertaining to the Parent Guarantor),


 


(iii) 
the signatures and incumbency of relevant officers of such Obligor, or other authorized persons acting on behalf of such Obligor,
executing any Finance Document to which such Obligor is a party, and


 


(iv) 
to the extent applicable, the due issuance of any power of attorney required for the execution of any Finance Document to which
such Obligor is a party.


 


Section 4.4 
Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated
the date of the Closing (a) from (i) Clifford Chance US LLP, U.S. special counsel for the Obligors, (ii) Philippi Prietocarrizosa
Ferrero DU & Uría S.A.S., Colombian special counsel for the Obligors, (iii) Clifford Chance, Luxembourg special counsel for
the Parent Guarantor, (iv) Demarest Advogados, Brazilian special counsel for the Obligor organized in Brazil, (v) PAG.law PLLC, Florida
special counsel for the Obligor organized in Florida and (vi) Bufete Dr. F.A. Arias, S.A. de C.V., El Salvador special counsel for the
Obligors organized in El Salvador (and each Obligor hereby instructs its counsel to deliver such opinions to the Purchasers) and (b) from
Akin Gump Strauss Hauer & Feld LLP, the Purchasers’ U.S. special counsel in connection with such transactions.


 




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Section 4.5 
Purchase Permitted By Applicable Law, Etc. On the date of the Closing each Purchaser’s purchase of Notes shall (a) be
permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as
section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to
the character of the particular investment, (b) not violate any applicable law or regulation (including Regulation T, U or X of
the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability under
or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date of this Agreement, such determination
to be made by such Purchaser. If requested by such Purchaser at least three (3) Business Days prior to the date of the Closing, such
Purchaser shall have received an Officer’s Certificate of the Company certifying as to such matters of fact as such Purchaser may
reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.


 


Section 4.6 
Sale of Other Notes. Contemporaneously with the Closing, the Company shall sell to each other Purchaser and each other Purchaser
shall purchase the Notes to be purchased by it at the Closing as specified in the Purchaser Schedule.


 


Section 4.7 
Payment of Fees. Without limiting Section 17.1, the Parent Guarantor or the Company shall have paid (or arranged for the payment
out of the proceeds of the Notes), on or before the Closing (i) all reasonable fees, charges and disbursements of (A) Akin Gump Strauss
Hauer & Feld LLP, the Purchasers’ U.S. special counsel, and (B) each local counsel engaged by the Purchasers in connection with
the Closing, in each case to the extent reflected in a statement of such counsel rendered to the Parent Guarantor or the Company at least
one Business Day prior to the Closing, (ii) all reasonable fees, charges, and disbursements of any notary public engaged by the Purchasers
or their counsel in connection with the Closing, and (iii) all other reasonable fees, expenses and documentary and similar taxes payable
by the Obligors and their Subsidiaries in connection with the Closing in respect of the transactions contemplated by this Agreement and
the other Finance Documents.


 


Section 4.8 
Private Placement Number. A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation
with the SVO) shall have been obtained for the Notes.


 


Section 4.9 
Changes in Corporate Structure. No Obligor shall have changed its jurisdiction of incorporation or organization, as applicable,
or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at
any time following the date of the most recent financial statements referred to in Schedule 5.5 (other than (x) the incorporation of the
Parent Guarantor under the laws of Luxembourg on or about March 29, 2021 and (y) the “Business Combination” as defined in
and contemplated by the Form F-4 Registration Statement).


 


Section 4.10 
Funding Instructions. At least five Business Days prior to the date of the Closing, each Purchaser shall have received written
instructions signed by a Responsible Officer of the Company on letterhead of the Company (the “Funding Instruction Letter”)
specifying (a) the name and address of the transferee bank for payment of the purchase price of the Notes in accordance with Section
3, (b) such transferee bank’s ABA number, Swift Code and/or IBAN, as applicable, (c) the account name and number
into which the purchase price for the Notes is to be deposited and (d) providing contact information (name, email address and telephone
number) for an appropriate person at each of the transferee bank and the Company who is available to answer questions the Purchasers may
have regarding the details contained in the Funding Instruction Letter and otherwise verify such details.


 




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Section 4.11 
Acceptance of Appointment to Receive Service of Process. Such Purchaser shall have received evidence of the acceptance by the
Process Agent of the appointment and designation provided for in Section 24.7(e) for the period from the date of the Closing to a date
that is at least one year after the Maturity Date of the Notes (and the payment in full of all fees in respect thereof).


 


Section 4.12 
Pagarés. With respect to the Note or Notes, as applicable, to be purchased by it at the Closing, such Purchaser
shall have received one Pagaré, executed by the Company, as issuer, and the Parent Guarantor and each Original Subsidiary
Guarantor, as guarantors (avalista), payable to such Purchaser (or its nominee), notarized by a Colombian notary public.


 


Section 4.13 
Instruction Letters. With respect to the Pagaré to be issued to it at the Closing, such Purchaser shall have
received an Instruction Letter executed by the Company, the Parent Guarantor and each Original Subsidiary Guarantor, in favor of such
Purchaser (or its nominee), notarized by a Colombian notary public.


 


Section 4.14 
KYC Information. Such Purchaser shall have received all documentation (including U.S. Internal Revenue Service Forms W-9 or
other applicable U.S. Internal Revenue Service forms) and other information with respect to the Obligors required by it in connection
with “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.


 


Section 4.15 
SPAC and PIPE Transactions. The “Business Combination” and “PIPE” transactions as defined in and contemplated
by the registration statement on Form F-4 filed by the Parent Guarantor with the SEC on June 21, 2021 (the “Form F-4 Registration
Statement”) shall have occurred (substantially in accordance with the Form F-4 Registration Statement) and the Parent Guarantor
shall have received the net proceeds of such PIPE transaction.


 


Section 4.16 
Proceedings and Documents. All corporate, private limited liability company and other proceedings in connection with the transactions
contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such
Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified
or other copies of such documents as such Purchaser or such special counsel may reasonably request.


 


 Section 5.  Representations and Warranties of the obligors.




 


The Parent Guarantor, on behalf
of itself and all Obligors, and each Obligor on behalf of itself, represents and warrants to each Purchaser as of the date of this Agreement
and as of the date of the Closing that:


 




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Section 5.1 
Organization; Power and Authority. Each Obligor is a sociedad anónima, société anonyme,
sociedade limitada, private limited liability company, public limited liability company, corporation or other limited liability
entity (as applicable) duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of
organization, and is duly qualified and, where applicable, is in good standing in each jurisdiction in which such qualification is required
by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor has the corporate or other entity power and authority
to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes
to transact, to execute and deliver each Finance Document to which it is a party and to perform the provisions thereof.


 


Section 5.2 
Authorization, Etc. Each Finance Document to which an Obligor is a party has been duly authorized by all necessary corporate,
private limited liability company or other entity action on the part of such Obligor, and this Agreement constitutes, and upon execution
and delivery thereof each other Finance Document to which an Obligor is a party will constitute, a legal, valid and binding obligation
of each Obligor party thereto, enforceable against each such Obligor in accordance with its terms, except as such enforceability may be
limited by (i) applicable bankruptcy, insolvency, reorganization, judicial or extrajudicial recovery, moratorium or other similar laws
affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law).


 


Section 5.3 
Disclosure. This Agreement, the financial statements listed in Schedule 5.5 and the documents, certificates or other writings
delivered to the Purchasers by or on behalf of the Obligors prior to September 3, 2021 in connection with the transactions contemplated
hereby and identified in Schedule 5.3 (this Agreement and such documents, certificates or other writings and such financial statements
delivered to each Purchaser being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not
contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading
in light of the circumstances under which they were made. Except as disclosed in the Disclosure Documents, since December 31, 2020, there
has been no change in the financial condition, operations, business, properties or prospects of any of the Obligors or any of their respective
Subsidiaries except changes that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
There is no fact known to the Obligors that could reasonably be expected to have a Material Adverse Effect that has not been set forth
herein or in the Disclosure Documents. Notwithstanding the foregoing, the Obligors make no representation or warranty with respect to
any financial projections, forecasts, general economic and market estimates or forward looking-information included in the Disclosure
Documents, except that such information was prepared in good faith based upon reasonable assumptions that take into account all material
matters and sensitivities of which an Obligor is aware concerning the Group and the markets in which the Group is carrying on, or is expecting
or proposing to carry on, business.


 


Section 5.4 
Organization and Ownership of Shares of Subsidiaries; Affiliates.


 


(a)  Schedule
5.4 contains (except as noted therein) complete and correct lists of: (i) the Parent Guarantor’s Subsidiaries as of the date
of this Agreement, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital
stock or similar Equity Interests outstanding owned by the Parent Guarantor and each other Subsidiary and whether such Subsidiary is a
Subsidiary Guarantor, (ii) the Parent Guarantor’s and the Company’s Affiliates, other than the Parent Guarantor’s Subsidiaries,
and (iii) the Parent Guarantor’s and the Company’s directors and senior officers.


 




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(b) 
All of the outstanding shares of capital stock or similar Equity Interests of each Subsidiary shown in Schedule 5.4 as being owned
by an Obligor and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by an Obligor or a Subsidiary
free and clear of any Lien that is not permitted by Section 10.5.


 


(c) 
Each Subsidiary (other than an Obligor) is a corporation or other legal entity duly organized, validly existing and, where applicable,
in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity
and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions
as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect. Each such Subsidiary has the corporate or other organizational power and authority to own or hold under
lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.


 


(d) 
No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule
5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends
out of profits or make any other similar distributions of profits to any of the Obligors or any of their respective Subsidiaries that
owns outstanding Equity Interests of such Subsidiary.


 


Section 5.5 
Financial Statements; Material Liabilities. The Obligors have delivered to each Purchaser copies of the financial statements
listed on Schedule 5.5. All of such financial statements (including in each case the related schedules and notes) fairly present in all
material respects the consolidated financial position of the applicable Obligor and its Subsidiaries as of the respective dates specified
in Schedule 5.5 and the consolidated results of their operations and cash flows for the respective periods so specified and have been
prepared in accordance with IFRS consistently applied throughout the periods involved except as set forth in the notes thereto (subject,
in the case of any interim financial statements, to normal year-end adjustments). None of the Obligors nor any of their respective Subsidiaries
have any Material liabilities that are not disclosed in the Disclosure Documents.


 


Section 5.6 
Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Obligors of the Finance Documents
to which an Obligor is a party do not and will not (i) contravene, result in any breach of, or constitute a default under, or result
in the creation of any Lien in respect of any property of any of the Obligors or any of their respective Subsidiaries under, (x) any
indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, (y) corporate charter, memorandum of association, articles
of association, regulations or by-laws, shareholders agreement or (z) any other agreement or instrument to which any of the Obligors
or any of their respective Subsidiaries is bound or by which any of the Obligors or any of their respective Subsidiaries or any of their
respective properties may be bound or affected (other than any constitutional document), (ii) conflict with or result in a breach
of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority
applicable to any of the Obligors or any of their respective Subsidiaries or (iii) violate any provision of any statute or other
rule or regulation of any Governmental Authority applicable to any of the Obligors or any of their respective Subsidiaries, in the case
of clauses (i)(x) and (i)(z), expect for any conflict, breach or violation that could not reasonably be expected individually or
in the aggregate to have a Material Adverse Effect.






 




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Section 5.7 
Governmental Authorizations, Etc.


 


(a) 
No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in
connection with the execution, delivery or performance by any Obligor of any Finance Document to which an Obligor is a party, including
any thereof required in connection with the obtaining of Dollars to make payments under this Agreement or the Notes and the payment of
such Dollars to Persons resident in the United States of America, other than (i) a filing by the Company with the Colombian Central Bank
(Banco de la República) of (A) a public external indebtedness report on Form No. 6 (Formulario 6) with respect to
the issuance of the Notes and (B) an external indebtedness minimum information report (Declaración de Cambio) with respect
to each payment on the Notes and (ii) those consents, approvals, authorizations, registrations, declarations and filings that have been
obtained or made on or prior to the date of this Agreement.


 


(b) 
It is not necessary to ensure the legality, validity, enforceability or admissibility into
evidence in the jurisdiction of organization of any Obligor of any Finance Document
to which an Obligor is a party that any thereof or any other document be filed, recorded or enrolled with any Governmental Authority,
or that any such agreement or document be stamped with any stamp, registration or similar transaction tax other than any applicable de
minimis Court Filing Duty that may be required in connection with admissibility into evidence; provided that (i) in order for
any document written in a language other than Spanish to be admissible into evidence before a Colombian court, such document must be
translated into Spanish by an official translator, (ii) in order for any Finance Document executed outside Brazil to be admissible into
evidence before a Brazilian Governmental Authority and a Brazilian court, it must (A) have the notarization of the signatures of the
parties signing outside Brazil by an official public notary, (B) be apostilled by the competent authority of the respective country of
origin of the document or, in case such country of origin is not a signatory of the Hague Convention Abolishing the Requirement of Legalisation
for Foreign Public Documents, the signatures of the parties must be certified by the competent Brazilian consulate located in the country
of origin, (C) be translated into Portuguese by an official translator (tradutor público juramentado) and (D) be registered
together with its respective official translation into the Portuguese language with the appropriate Registry of Deeds and Documents (Registro
de Títulos e Documentos), (iii) in order for any document written in a language other than Spanish to be admissible into evidence
before a Salvadoran court, such document must be translated into Spanish, notarized by a Salvadoran notary public and apostilled by the
competent Governmental Authority of the respective country of origin of such document or, in case such country of origin is not a signatory
of the Hague Convention Abolishing the Requirement of Legalization for Foreign Public Documents, the signatures of the parties must be
certified by the competent Salvadoran consulate located in the country of origin, and (iv) in order for any Finance Document to be admissible
into evidence before a Luxembourg court or public authority, such Finance Document must be accompanied by a complete or partial translation
into French or German by an official translator and a Luxembourg court may always require that the parties produce the original of the
Finance Document on the basis of which a claim is made. The registration of the Finance Documents (and any document in connection therewith)
with the Administration de l’Enregistrement et des Domaines et de la TVA in Luxembourg will be required where the Finance
Documents are either (A) attached as an annex to an act (annexés à un acte) that itself is subject to mandatory
registration or (B) deposited in the minutes of a notary (déposés au rang des minutes d' un notaire), in which case
the Finance Documents will be subject to registration duties, at a fixed rate or an ad valorem rate, depending on the nature of
the Finance Documents. Such Luxembourg registration duties will also be payable in the case of voluntary registration of the Finance
Documents with the Administration de l’Enregistrement et des Domaines et de la TVA in Luxembourg.



 




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Section 5.8 
Litigation; Observance of Agreements, Statutes and Orders.


 


(a) 
There are no actions, suits, investigations or proceedings pending or, to the best knowledge of any Obligor, threatened against
or affecting any of the Obligors or any of their respective Subsidiaries or any property of any of the Obligors or any of their respective
Subsidiaries in any court or before any arbitrator of any kind or before or by any Governmental Authority that could, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(b) 
None of the Obligors nor any of their respective Subsidiaries is (i) in default under any agreement or instrument to which it is
a party or by which it is bound, (ii) in violation of any order, judgment, decree or ruling of any court, any arbitrator of any kind or
any Governmental Authority binding upon it or its property, or (iii) in violation of any applicable law, ordinance, rule or regulation
of any Governmental Authority (including Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred
to in Section 5.16, as applicable), which default or violation could, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect.


 


Section 5.9 
Taxes.


 


(a) 
The Obligors and their respective Subsidiaries have filed, or caused to be filed, all income and other material tax returns that
are required by applicable law to have been filed by or with respect to any of them in any jurisdiction, and have paid all taxes shown
to be due and payable by or with respect to any of them on such returns and all other taxes and assessments levied upon them or their
properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become
delinquent, except for any taxes and assessments (i) the amount of which, individually or in the aggregate, is not Material or (ii) the
amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to
which any such Obligor or Subsidiary, as the case may be, has established adequate reserves in accordance with IFRS. No Obligor knows
of any basis for any other tax or assessment that could, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. The charges, accruals and reserves on the books of the Parent Guarantor and its Subsidiaries in respect of U.S. federal,
state or other taxes as are applicable to them for all fiscal periods are adequate in all material respects.






 


(b) 
No liability for any Tax, directly or indirectly, imposed, assessed, levied or collected by or for the account of any Governmental
Authority of the jurisdiction of organization of any Obligor or any political subdivision of any thereof will be incurred by any Obligor
or any holder of a Note as a result of the execution or delivery of any Finance Document to which an Obligor is a party and no deduction
or withholding in respect of Taxes imposed by or for the account of the jurisdiction of organization of any Obligor or, to the knowledge
of the Obligors, any other Taxing Jurisdiction, is required to be made from any payment by any Obligor under this Agreement or, with
respect to the Company only, the Notes except (i) in the case of any payment of the Guaranteed Obligations by any Guarantor, any such
liability, withholding or deduction imposed, assessed, levied or collected by or for the account of any such Governmental Authority of
Luxembourg, Malta, Brazil or El Salvador arising out of circumstances described in clauses (i) through (vi) of Section 13(b); (ii) in
the case of any payment of the Guaranteed Obligations made by a Guarantor organized in Brazil, or any payment that is considered sourced
in Brazil, (A) Brazilian withholding income tax at a rate of up to 25%, provided that a reduced rate will apply to residents not located
in low tax jurisdictions and may apply in case of payments to residents in countries with Treaties to Avoid Double Taxation signed with
Brazil, (B) in case of payment of Guaranteed Obligations deemed service fees or reimbursements of expenses, the Brazilian withholding
income tax, the Contribution to the Social Integration Plan on imports (“PIS - Importação”), Contribution
for Social Security Financing on imports (“COFINS - Importação”), Tax on Services on imports of services
( “ISS”), and Contribution for Intervention in the Economic Domain (“CIDE”); and/or (C) IOF/Exchange
Tax (the “IOF/Exchange Tax”) at a rate, as of the date hereof, of 0.38% as a result of the conversion of Brazilian
reais into foreign currency; and (iii) in the case of any payment of the Guaranteed Obligations deemed to be interest made by a Guarantor
that is a resident of El Salvador, or any such payment that is considered sourced in El Salvador, withholding taxes payable on payments
of interest, and taxes payable on commissions and fees, made by such Guarantor to a holder of a Note that is not domiciled in El Salvador
for tax purposes, as follows: (A) 20% income tax withholding on the payment of interest and 13% of Value Added Tax (VAT) to a holder
of a Note that is not located in a jurisdiction with a low or null taxation regime or “tax haven” (as determined by
the applicable regulations issued by the Salvadoran Ministerio de Hacienda), and (B) 25% income tax withholding on the payment
of interest and 13% of Value Added Tax (VAT) to a holder of a Note that is located in a tax haven (as determined by the applicable
regulations issued by the Salvadoran Ministerio de Hacienda); provided that, in the case of each of clauses (i) – (iii)
inclusive above, the holders of the Notes will benefit from the tax gross-up requirements set forth in Section 13 (subject to the limitations
set forth therein). For avoidance of doubt, no deduction or withholding in respect of Taxes imposed by or for the account of Colombia
is required in connection with interest payments under the Notes in accordance with ruling No. 032227 issued by the Colombian Dirección
de Impuestos y Aduanas Nacionales DIAN (the “Colombian Tax Authority”) on November 25, 2016. In this ruling, the Colombian
Tax Authority concluded that non-Colombian tax resident noteholders are not subject to withholding on interest payments in Colombia.






 




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Section 5.10 
Title to Property; Leases. Each of the Obligors and their respective Subsidiaries have good and valid title to their respective
properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance
sheet referred to in Section 5.5 or purported to have been acquired by any of the Obligors or any of their respective Subsidiaries after
such date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens not permitted
by Section 10.5. All leases that individually or in the aggregate are Material to any of the Obligors or any of their respective Subsidiaries
are valid and subsisting and are in full force and effect in all material respects.


 


Section 5.11 
Licenses, Permits, Etc.


 


(a) 
Each of the Obligors and their respective Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents,
copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate
are Material, without known conflict with the rights of others.


 


(b) 
To the best knowledge of each Obligor, no product or service of any of the Obligors or any of their respective Subsidiaries infringes
in any material respect any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark,
trade name or other right owned by any other Person.


 


(c) 
To the best knowledge of each Obligor, there is no Material violation by any Person of any right of any of the Obligors or any
of their respective Subsidiaries with respect to any license, permit, franchise, authorization, patent, copyright, proprietary software,
service mark, trademark, trade name or other right owned or used by any of the Obligors or any of their respective Subsidiaries.


 


Section 5.12 
Compliance with ERISA.


 


(a) 
Each Obligor and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for
such instances of noncompliance as have not resulted in and would not, individually or in the aggregate, reasonably be expected to result
in a Material Adverse Effect.  No Obligor nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA
or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA) except for
any such liability that would not result in a Material Adverse Effect, and no event, transaction or condition has occurred or exists
that could, individually or in the aggregate, reasonably be expected to result in the incurrence of any such liability by any Obligor
or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of any Obligor or any ERISA Affiliate,
in either case pursuant to Title I or IV of ERISA or to section 430(k) of the Code or to any such penalty or excise tax provisions under
the Code or federal law or section 4068 of ERISA or by the granting of a security interest in connection with the amendment of a Plan,
other than such liabilities or Liens as would not be individually or in the aggregate Material.






 




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(b) 
The present value within the meaning of Section 3 of ERISA of the aggregate benefit liabilities within the meaning of Section 4001
of ERISA under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan
year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report,
did not exceed the aggregate current value within the meaning of Section 3 of ERISA of the assets of such Plan allocable to such benefit
liabilities by an amount that would result in a Material Adverse Effect. The present value of the accrued benefit liabilities (whether
or not vested) under each Non-U.S. Plan that is funded, determined as of the end of the applicable Obligor’s most recently ended
fiscal year on the basis of reasonable actuarial assumptions, did not exceed the current value of the assets of such Non-U.S. Plan allocable
to such benefit liabilities by an amount that would result in a Material Adverse Effect.


 


(c) 
The Obligors and their respective ERISA Affiliates have not incurred (i) withdrawal liabilities (and are not subject to contingent
withdrawal liabilities) under Section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate
would result in a Material Adverse Effect or (ii) any obligation in connection with the termination of or withdrawal from any Non-U.S.
Plan that individually or in the aggregate would result in a Material Adverse Effect.


 


(d) 
The expected postretirement benefit obligation (determined as of the last day of the applicable Obligor’s most recently ended
fiscal year in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 715-60, without regard to
liabilities attributable to continuation coverage mandated by Section 4980B of the Code) of any Obligor and its Subsidiaries would not
result in a Material Adverse Effect.


 


(e) 
The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve a non-exempt prohibited
transaction under Section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D)
of the Code. The representation by the Obligors to each Purchaser in the first sentence of this Section 5.12(e) is made in reliance upon
and subject to the accuracy of such Purchaser’s representation in Section 6.2 as to the sources of the funds to be used to pay the
purchase price of the Notes to be purchased by such Purchaser.


 


(f) 
All Non-U.S. Plans have been established, operated, administered and maintained in compliance with all laws, regulations and orders
applicable thereto, except where failure so to comply would not be reasonably expected to have a Material Adverse Effect. All premiums,
contributions and any other amounts required by applicable Non-U.S. Plan documents or applicable laws to be paid or accrued by any Obligor
and its Subsidiaries have been paid or accrued as required, except where failure so to pay or accrue would not be reasonably expected
to have a Material Adverse Effect.


 




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Section 5.13 
 Private Offering by the Company. No Obligor nor anyone acting on its behalf has offered the Notes or any similar Securities
for sale to, or solicited any offer to buy the Notes or any similar Securities from, or otherwise approached or negotiated in respect
thereof with, any Person other than the Purchasers and not more than ten (10) other Institutional Investors, each of which has been offered
the Notes at a private sale for investment. No Obligor nor anyone acting on its behalf has taken, or will take, any action that would
subject the issuance or sale of the Notes to the registration requirements of section 5 of the Securities Act or to the registration
requirements of any securities or blue sky laws of any applicable jurisdiction. Without limiting the foregoing, no Obligor nor anyone
acting on its behalf has offered or sold any Note, or will offer or sell any Note, to any Person in Colombia, Luxembourg, Malta, the
European Union, El Salvador or Brazil.


 


Section 5.14 
Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes hereunder to the repayment
in full of certain existing Indebtedness of the Company and its Subsidiaries, to the payment of transaction fees and expenses related
to the issuance of the Notes and for general corporate purposes of the Company and its Subsidiaries. None of the proceeds of the sale
of the Notes will be used to finance a Hostile Tender Offer. No part of the proceeds from the sale of the Notes hereunder will be used,
directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such
circumstances as to involve any Obligor in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in
a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated
assets of the Parent Guarantor and its Subsidiaries and the Parent Guarantor does not have any present intention that margin stock will
constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose
of buying or carrying” shall have the meanings assigned to them in said Regulation U.


 


Section 5.15 
Existing Indebtedness; Future Liens.


 


(a) 
Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Obligors
and their respective Subsidiaries as of September 3, 2021 (including descriptions of the obligors and obligees, principal amounts outstanding,
any collateral therefor and any Guaranties thereof), since which date there has been no Material change in the amounts, interest rates,
sinking funds, installment payments or maturities of the Indebtedness of any Obligor or any Subsidiary. None of the Obligors nor any of
their respective Subsidiaries is in default, and no waiver of default is currently in effect, in the payment of any principal or interest
on any Indebtedness of any Obligor or any Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor
or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such
Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.


 


(b) 
Except for Liens securing Indebtedness existing prior to the date of this Agreement as disclosed on Schedule 5.15, none of the
Obligors nor any of their respective Subsidiaries has agreed or consented to cause or permit any of its property, whether now owned or
hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency
or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness.


 




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(c) 
None of the Obligors nor any of their respective Subsidiaries is a party to, or otherwise subject to any provision contained in,
any instrument evidencing Indebtedness of any Obligor or any Subsidiary, any agreement relating thereto or any other agreement (including
its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness
of any Obligor, except as disclosed in Schedule 5.15.


 


Section 5.16 
Foreign Assets Control Regulations, Etc.


 


(a) 
No Obligor nor any Controlled Entity (i) is a Blocked Person, (ii) has been notified by any competent Governmental Authority that
its name appears or may in the future appear on a State Sanctions List or (iii) is a target of sanctions that have been imposed by the
United Nations, the European Union, Colombia, Luxembourg, Malta, Brazil, El Salvador, or any jurisdiction in which an Obligor is incorporated
or conducts business.


 


(b) 
No Obligor nor any Controlled Entity (i) has violated, been found by the competent Governmental Authority to be in violation of,
or been charged or convicted under, any applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws or
(ii) to the Obligors’ knowledge, is under investigation by any applicable Governmental Authority for possible violation of any U.S.
Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws or any similar or equivalent legislation in the jurisdiction
of incorporation of the Obligors.


 


(c) 
No part of the proceeds from the sale of the Notes hereunder:


 


(i) 
constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used by any Obligor or any Controlled
Entity, directly or indirectly, (A) in connection with any investment in, or any transactions or dealings with, any Blocked Person, (B)
for any purpose that would cause any Purchaser to be in violation of any U.S. Economic Sanctions Laws or (C) otherwise in violation of
any U.S. Economic Sanctions Laws;


 


(ii) 
will be used, directly or indirectly, in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Money
Laundering Laws; or


 


(iii) 
will be used, directly or indirectly, for the purpose of making any improper payments, including bribes, to any Governmental Official
or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage, in each case which would be
in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Corruption Laws.


 


It is acknowledged and agreed by each
Purchaser that the representations and undertakings made pursuant to this subsection (c) by any Obligor organized in a European Union
country or the United Kingdom are only sought
and given for the benefit of the Purchasers to the extent that to do so would not result in any violation of, or conflict with, the EU
Blocking Regulation or, as the case may be, the UK Blocking Regulation.


 




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(d) 
Each Obligor has established procedures and controls which it reasonably believes are adequate (and otherwise comply with applicable
law) to ensure compliance by the Parent Guarantor and each Controlled Entity with all applicable U.S. Economic Sanctions Laws, Anti-Money
Laundering Laws and Anti-Corruption Laws.


 


Section 5.17 
Investment Company. No Obligor is an “investment company” or a company controlled by an “investment company”
within the meaning of the United States Investment Company Act of 1940, as amended.


 


Section 5.18 
Environmental Matters.


 


(a) 
None of the Obligors nor any of their respective Subsidiaries has knowledge of any claim or has received any written notice of
any claim against any such Person and no proceeding has been instituted and is still pending (in whole or in part) asserting any claim
against any such Person or any of its respective real properties or other assets now or formerly owned, leased or operated by any of them,
alleging any damage to the environment or violation of any Environmental Laws, except, in each case, as could, individually or in the
aggregate, not reasonably be expected to result in a Material Adverse Effect.


 


(b) 
None of the Obligors nor any of their respective Subsidiaries has knowledge of any facts which would give rise to any claim, public
or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real
properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as could
not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


(c) 
None of the Obligors nor any of their respective Subsidiaries has stored any Hazardous Materials on real properties now or formerly
owned, leased or operated by any of them resulting in any violation of any Environmental Law that could, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.


 


(d) 
None of the Obligors nor any of their respective Subsidiaries has disposed of any Hazardous Materials in a manner which is contrary
to any Environmental Law that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


(e) 
All buildings on all real properties now owned, leased or operated by any of the Obligors or any of their respective Subsidiaries
are in compliance with the applicable Environmental Laws, except where failure to comply could not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.


 


Section 5.19 
Ranking of Obligations. Each Obligor’s payment obligations under this Agreement, the Pagarés and, with
respect to the Company only, the Notes will, upon issuance of the Notes and the Pagarés, rank
at least pari passu, without preference or priority, with all other unsecured and unsubordinated Indebtedness of the relevant Obligor,
except, in each case, for such payment obligations that are mandatorily preferred by operation of bankruptcy, insolvency, liquidation,
judicial or extrajudicial recovery or similar laws of general application.


 




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Section 5.20 
Solvency. Each Obligor individually and the Group on a consolidated basis is and, after giving effect to the issuance of the
Notes, the execution and delivery of the Finance Documents and the consummation of the transactions contemplated thereby, will be Solvent.


 


Section 5.21 
No Immunity. None of the Obligors nor any of their respective Subsidiaries has the right to claim for itself or any of its
assets immunity of any kind with respect to jurisdiction, enforcement, seizure, service of process or other similar generally applicable
legal rules, subject to, in the case of members of the Group organized in Colombia, article 594 of the Colombia General Process Code (Código
General del Proceso) or other Colombian laws providing that certain assets are non-attachable.


 


Section 5.22 
Absence of Currency Exchange Controls. There are no restrictions or requirements under the laws or regulations of any jurisdiction
in which an Obligor is organized that limit the availability of foreign currency, or require any governmental authorization for or otherwise
restrict the transfer of foreign currency out of such jurisdiction, except that payments made by any Guarantor organized in Brazil under
the Guaranty with funds held in Brazil are subject to the closing of a foreign exchange transaction, which must be carried out by a financial
institution in Brazil authorized by the Brazilian Central Bank to deal in the exchange market, and comply with the requirements imposed
by such financial institution and the Brazilian regulations then in effect, including the presentation of proper documentation supporting
the legality of the relevant remittance of funds outside of Brazil.


 


Section 5.23 
Status of Pagarés. As of the date of the Closing, each Pagaré will be a valid and enforceable non-negotiable
executive title (título ejecutivo) and shall be issued in the form of and qualify under Colombian law as a pagaré
payable no later than the Maturity Date thereof pursuant to the related Instruction Letter, and shall be enforceable under Colombian law
by means of a summary judicial proceeding (proceso ejecutivo) against the Company, as issuer, and each Guarantor signatory thereto,
as a guarantor (avalista). Each Note and the Pagaré related thereto (together with any aval with respect thereto)
shall evidence the same obligations to pay the unpaid principal amount of, and interest on, the debt evidenced thereby. The holder of
a Note may elect to enforce payment of such debt by bringing an action on either the Note or the Pagaré related thereto
(together with any aval with respect thereto) in the relevant court; provided that payment by the Obligors of any part of
the principal or interest of either a Note or the Pagaré related thereto (together with any aval with respect thereto)
in accordance with this Agreement, the Notes and the Pagarés shall (a) reduce the outstanding principal or interest amount
of both such Note and such Pagaré (together with any aval with respect thereto) pro tanto and (b) discharge
the corresponding obligation of the Obligors under this Agreement, the Notes and the Pagarés to pay principal or interest
of the debt evidenced by such Note and such Pagaré (together with any aval related thereto) pro tanto.


 


Section 5.24 
Fiscal Year. The fiscal year of each of the Obligors and their respective Subsidiaries is the 12-month period ending on December
31 of each year.


 




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Section 5.25 Centre
of Main Interest. For the purposes of The Council of the European Union Regulation No. 2015/848 on Insolvency Proceedings (the “Regulation”),
the Parent Guarantor has its centre of main interest (as that term is used in Article 3(1) of the Regulation) situated in its jurisdiction
of incorporation and has no “establishment” (as that term is used in Article 2(10) of the Regulation) in any other jurisdiction.
The Parent Guarantor has its central administration (administration centrale) in Luxembourg.


 


 Section 6.  Representations of the Purchasers.




 


Section 6.1 
Purchase for Investment. Each Purchaser severally represents as of the date of this Agreement and as of the date of the Closing
that it is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account
of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s
or their property shall at all times be within such Purchaser’s or their control. Each Purchaser understands that the Notes have
not been, and will not be, registered under the Securities Act and may be resold only if registered pursuant to the provisions of the
Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such
an exemption is required by law, and that the Company is not required to register the Notes. Each Purchaser acknowledges that the Notes
have not been and will not be registered with the Brazilian Securities Exchange Commission or the Colombian Superintendency of Finance
(Superintendencia Financiera de Colombia), and that the Notes may not be offered or sold in Brazil, El Salvador or Colombia, except
in circumstances which do not constitute a public offering or distribution of securities under applicable Brazilian, El Salvador or Colombian
laws and regulations.


 


Section 6.2 
Source of Funds. Each Purchaser severally represents as of the date of the Closing that at least one of the following statements
is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase
price of the Notes to be purchased by such Purchaser hereunder:


 


(a) 
the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s
Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the
annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account
contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general
account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as
defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities
of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such
Purchaser’s state of domicile; or


 


(b) 
the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations
under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate
account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any
manner by the investment performance of the separate account; or


 




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(c) 
the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 or (ii) a bank collective
investment fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to
this clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns
more than 10% of all assets allocated to such pooled separate account or collective investment fund; or


 


(d) 
the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM
Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part
VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM in such investment fund, when combined
with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning
of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more
than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither
the QPAM nor a person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and
the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii)
the names of any employee benefit plans whose assets in the investment fund, when combined with the assets of all other employee benefit
plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of
such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to
the Company in writing pursuant to this clause (d); or


 


(e) 
the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”))
managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the
conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by
the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest in the
Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have
been disclosed to the Company in writing pursuant to this clause (e); or


 


(f) 
the Source is a governmental plan; or


 


(g) 
the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit
plans, each of which has been identified to the Company in writing pursuant to this clause (g); or


 


(h) 
the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.


 


As used in this Section 6.2, the terms “employee
benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings
assigned to such terms in section 3 of ERISA.




 




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Section 6.3 
Accredited Investor; Knowledge and Experience. Each Purchaser severally represents as of the date of this Agreement and as
of the date of Closing that it is an “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D
under the Securities Act (or any other sub-clause of clause (a) of such Rule 501 that applies to entities)) acting for its own account
(and not for the account of others) or as a fiduciary or agent for others (which others are also “accredited investors”).
Without limiting the force and effect of the representations and warranties of the Obligors, each Purchaser severally represents as of
the date of this Agreement and as of the date of the Closing that it (a) has such knowledge and experience in financial and business matters,
as to enable it to evaluate the merits and risks of entering into this Agreement and purchasing the Notes and (b) has been offered the
opportunity to ask questions of the Obligors and received answers thereto as it deemed necessary in connection with the decision to purchase
the Notes.


 


 Section 7.  Information as to obligors.




 


Section 7.1 
Financial and Business Information. The Obligors shall deliver (or cause to be delivered) to each Purchaser and each holder
of a Note that is an Institutional Investor (and for purposes of this Agreement, the information required by this Section 7.1 shall be
deemed delivered on the date of delivery of such information in the English language or the date of delivery of an English translation
thereof):


 


(a) 
Interim Statements — promptly after the same are available and in any event within 60 days (or, if earlier, the date
on which such financial statements are delivered under any Material Credit Facility, and, in the case of the fourth quarter financial
statements, together with the delivery of the annual financial statements in accordance with Section 7.1(b)) after the end of each quarterly
fiscal period in each fiscal year of the Parent Guarantor, commencing with the first fiscal quarter of the Parent Guarantor that ends
after the Closing, duplicate copies of,


 


(i) 
a consolidated balance sheet of the Parent Guarantor and its Subsidiaries as at the end of such fiscal period, and


 


(ii) 
consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for
such fiscal period and (in the case of the second, third and fourth quarters) for the portion of the fiscal year ending with such quarters,


 


setting forth in each case in comparative
form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with IFRS
applicable to interim financial statements generally, and certified by a Senior Financial Officer of the Parent Guarantor as fairly presenting,
in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject
to changes resulting from year-end adjustments;


 




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(b) 
 Annual Statements — promptly after the same are available and in any event within 120 days (or, if earlier, the date
on which such financial statements are delivered under any Material Credit Facility) after the end of each fiscal year of the Parent Guarantor,
commencing with the fiscal year of the Parent Guarantor ending December 31, 2021, duplicate copies of:


 


(i) 
a consolidated balance sheet of the Parent Guarantor and its Subsidiaries as at the end of such year, and


 


(ii) 
consolidated statements of income, changes in shareholders’ equity and cash flows of the Parent Guarantor and its Subsidiaries
for such year,


 


setting forth in each case in comparative
form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with IFRS, and accompanied by an opinion
thereon (without, commencing with the fiscal year beginning on January 1, 2022, a “going concern” or similar qualification
or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public
accountants of recognized international standing, which opinion shall state that such financial statements present fairly, in all material
respects the consolidated financial position of the companies being reported upon and their consolidated results of operations and consolidated
cash flows and have been prepared in conformity with IFRS, and that the examination of such accountants in connection with such financial
statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for
such opinion in the circumstances;


 


(c) 
Regulatory and Other Reports — promptly, and in any event within 5 Business Days, upon their becoming available, one
copy of (i) each financial statement, report, circular, notice, proxy statement or similar document sent by any Obligor or any Subsidiary
(x) to its creditors under any Material Credit Facility (excluding information sent to such creditors in the ordinary course of administration
of a credit facility, such as information relating to pricing and borrowing availability) or (y) to its public securities holders
generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested
by such Purchaser or holder), and each prospectus and all amendments thereto filed by any Obligor or any Subsidiary with the SEC, the
Colombian Superintendence of Finance (Superintendencia Financiera de Colombia) or any similar Governmental Authority or any securities
exchange and of all press releases and other statements made available generally by any Obligor or any Subsidiary to the public concerning
developments that are Material;


 


(d) 
Notice of Default or Event of Default — promptly, and in any event within 5 Business Days, after a Responsible Officer
of the Parent Guarantor or the Company acquiring knowledge of the existence of any Default or Event of Default or that any Person has
given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any
action with respect to a claimed default of the type referred to in Section 11(f), a written notice specifying the nature and period of
existence thereof and what action the Parent Guarantor or the Company, as the case may be, is taking or proposes to take with respect
thereto;


 




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(e) 
 Employee Benefits Matters — promptly, and in any event within 5 Business Days after a Responsible Officer of the
Parent Guarantor or the Company acquiring knowledge of any of the following, a written notice setting forth the nature thereof and the
action, if any, that an Obligor or an ERISA Affiliate proposes to take with respect thereto:


 


(i) 
any reportable event, as defined in Section 4043(c) of ERISA and the regulations thereunder, with respect to any Plan for
which notice thereof has not been waived pursuant to such regulations as in effect on the date of this Agreement;


 


(ii) 
the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under Section 4042
of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by any Obligor or any ERISA Affiliate
of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan under Section 4041A
of ERISA;


 


(iii) 
except as would not result in a Material Adverse Effect, any event, transaction or condition that could result in (i) the
incurrence of any liability by any Obligor or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax
provisions of Section 412 of the Code relating to employee benefit Plans or in the imposition of any Lien on any of the rights, properties
or assets of any Obligor or any ERISA Affiliate pursuant to Title I or Title IV of ERISA or such penalty or excise tax provisions, if
such liability, taken together with any other such liabilities or Liens then existing would reasonably be expected to have a Material
Adverse Effect; or


 


(iv) 
receipt of notice of the imposition of a financial penalty (which for this purpose shall mean any tax, penalty or other liability,
whether by way of indemnity or otherwise) with respect to one or more Non-U.S. Plans, except for any such penalty that would not result
in a Material Adverse Effect;


 


(f) 
Notices from Governmental Authority — promptly, and in any event within 30 days of receipt thereof, copies of any
notice to any Obligor or any Subsidiary from any Governmental Authority relating to any order, ruling, statute or other law or regulation
that could reasonably be expected to have a Material Adverse Effect;


 


(g) 
Material Litigation — promptly, and in any event within 5 Business Days after a Responsible Officer of the Parent
Guarantor or the Company acquiring knowledge of any of the following, the details of any litigation, arbitration or administrative proceedings
which are current, threatened in writing or pending against any Obligor or any Subsidiary, and which are reasonably likely to be adversely
determined and if adversely determined, are reasonably likely to have a Material Adverse Effect;


 


(h) 
Resignation or Replacement of Auditors — within 15 days following the date on which any Obligor’s auditors
resign or any Obligor elects to change auditors, as the case may be, written notification thereof, together with such supporting information
as the Required Holders may reasonably request; and






 




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(i) 
Requested Information — with reasonable promptness, and in any event within 5 Business Days of such request, such
other data or information relating to the business, operations, affairs, financial condition, assets or properties of any Obligor or any
Subsidiary or relating to the ability of any Obligor to perform its obligations under any Finance Document to which such Obligor is a
party as from time to time may be reasonably requested by any such Purchaser or holder of a Note, including information readily available
to the Obligors explaining the Obligors’ financial statements if such information has been requested by the SVO in order to assign
or maintain a designation of the Notes.


 


Section 7.2 
Officer’s Certificate. Each set of financial statements delivered to a Purchaser or a holder of a Note pursuant to Section
7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer of the Parent Guarantor:


 


(a) 
Covenant Compliance — setting forth the information from such financial statements that is required in order to establish
whether the Obligors were in compliance with the requirements of Section 10 and any Incorporated Provision during the interim or annual
period covered by the financial statements then being furnished (including with respect to each such provision that involves mathematical
calculations, the information from such financial statements that is required to perform such calculations), and reasonably detailed calculations
of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Section, and the calculation
of the amount, ratio or percentage then in existence. In the event that any Obligor or any Subsidiary has made an election to measure
any financial liability using fair value (which election is being disregarded for purposes of determining compliance with this Agreement
pursuant to Section 24.2) as to the period covered by any such financial statement, such Senior Financial Officer’s certificate
as to such period shall include a reconciliation from IFRS with respect to such election;


 


(b) 
Event of Default — certifying that such Senior Financial Officer has reviewed the relevant terms hereof and has made,
or caused to be made, under his or her supervision, a review of the transactions and conditions of the Obligors and their respective Subsidiaries
from the beginning of the interim or annual period covered by the statements then being furnished to the date of the certificate and that
such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event
of Default or, if any such condition or event existed or exists (including any condition or event resulting from the failure of any Obligor
or any Subsidiary to be in material compliance with any Environmental Law), specifying the nature and period of existence thereof and
what action the Obligors shall have taken or propose to take with respect thereto; and


 


(c) 
Subsidiary Guarantors – setting forth a list of all Subsidiaries that are Subsidiary Guarantors and certifying that
each Subsidiary that is required to be a Subsidiary Guarantor pursuant to Section 9.7 is a Subsidiary Guarantor, in each case, as of the
date of such certificate of such Senior Financial Officer.


 




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Section 7.3 
Visitation. The Obligors shall permit the representatives of each Purchaser and each holder of a Note that is an Institutional
Investor:


 


(a) 
No Default — if no Default or Event of Default then exists, at the expense of such Purchaser or such holder and at
reasonable intervals and upon reasonable prior notice to the Parent Guarantor or the Company, as applicable, to visit the principal executive
offices of the Parent Guarantor or the Company, as applicable, to discuss the affairs, finances and accounts of the Parent Guarantor and
its Subsidiaries with the Parent Guarantor’s or the Company’s officers, and (with the consent of the Parent Guarantor or the
Company, as applicable, which consent will not be unreasonably withheld) its independent public accountants, and subject to any safety
procedures requested by the Parent Guarantor, the Company or the relevant Subsidiary (with the consent of the Parent Guarantor or the
Company, as applicable, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Guarantor
and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided that such visits
or inspections do not unreasonably interfere with the operation of any Obligor or any Subsidiary and such Purchaser or such holder of
a Note shall use its commercially reasonable efforts to coordinate any such discussions or inspection; provided, further,
that each Purchaser and each holder of a Note shall only be entitled to one such visit per calendar year; and


 


(b) 
Default — if a Default or Event of Default then exists, at the expense of the Company to visit and inspect any of
the principal executive offices or properties of any of the Obligors or any of their respective Subsidiaries, to examine all their respective
books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances
and accounts with their respective officers and independent public accountants (and by this provision the Obligors authorize said accountants
to discuss the affairs, finances and accounts of the Obligors and their Subsidiaries), all at such times and as often as may be requested.


 


Section 7.4 
Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officer’s
Certificates that are required to be delivered by the Obligors pursuant to Section 7.1(a), (b) or (c) and Section 7.2 shall be deemed
to have been delivered if the Obligors satisfy any of the following requirements with respect thereto:


 


(a) 
such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying
the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each Purchaser and each holder
of a Note by e-mail at the e-mail address set forth in such Purchaser’s or holder’s Purchaser Schedule or as communicated
from time to time in a separate writing delivered to the Parent Guarantor or the Company; or


 


(b)  such
financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s)
satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely posted by or on behalf
of the Obligors on IntraLinks or on any other similar website to which each Purchaser and each holder of Notes has access without
charge as of the date of this Agreement;


 




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provided however, that in no case shall
access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement
or consent (other than confidentiality provisions consistent with Section 22 of this Agreement); provided further, that in the
case of clause (b), the Parent Guarantor or the Company shall have given each Purchaser and each holder of a Note prior written notice,
which may be by e-mail or in accordance with Section 20, of such posting or availability in connection with each delivery; and provided
further, that upon request of any Purchaser or holder to receive paper copies of such forms, financial statements, other information
and Officer’s Certificates or to receive them by e-mail, the Obligors will promptly e-mail them or deliver such paper copies, as
the case may be, to such Purchaser or holder.


 


Section 7.5 
Limitation on Disclosure Obligation. No Obligor shall be required to disclose the following information pursuant to Section
7.1(c)(i)(x), Section 7.1(i) or Section 7.3:


 


(a) 
information that such Obligor determines after consultation with counsel qualified to advise on such matters that, notwithstanding
the confidentiality requirements of Section 22, it would be prohibited from disclosing by applicable law or regulations without making
public disclosure thereof;


 


(b) 
information that, notwithstanding the confidentiality requirements of Section 22, such Obligor is prohibited from disclosing by
the terms of an obligation of confidentiality contained in any agreement with any non-Affiliate binding upon such Obligor and not entered
into in contemplation of this clause (b), provided that such Obligor shall use commercially reasonable efforts to obtain consent
from the party in whose favor the obligation of confidentiality was made to permit the disclosure of the relevant information and provided
further that such Obligor has received a written opinion of counsel confirming that disclosure of such information without consent
from such other contractual party would constitute a breach of such agreement; or


 


(c) 
in the case of the disclosure of any information to any actual or prospective competitor of the Group, any information that (i)
constitutes non-financial trade secrets or non-financial proprietary information or (ii) is subject to attorney-client or similar privilege
or constitutes attorney work product.


 


Promptly after determining that an Obligor is
not permitted to disclose any information as a result of the limitations described in this Section 7.5, such Obligor will provide each
of the Purchasers and holders with an Officer’s Certificate describing generally the requested information that such Obligor is
prohibited from disclosing pursuant to this Section 7.5 and the circumstances under which such Obligor is not permitted to disclose such
information. Promptly after a request therefor from any Purchaser or holder of Notes that is an Institutional Investor, the relevant Obligor
will provide such Purchaser or holder with a written opinion of counsel (which may be addressed to such Obligor) relied upon as to any
requested information that such Obligor is prohibited from disclosing to such Purchaser or holder under circumstances described in this
Section 7.5.


  




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Section
8.   Payment and Prepayment of the Notes.


 


Section 8.1 
Required Prepayments; Maturity. The Company will prepay the Notes in the principal amounts (or such lesser principal amount
as shall then be outstanding) and on the dates set forth in Schedule 8.1, at par and without payment of the Make-Whole Amount or any premium,
provided that upon any partial prepayment of the Notes pursuant to Section 8.2, Section 8.3, Section 8.4 or Section 8.10, the principal
amount of each required prepayment of the Notes becoming due under this Section 8.1 on and after the date of such prepayment shall be
reduced in the same proportion as the aggregate unpaid principal amount of the Notes is reduced as a result of such prepayment. As provided
therein, the entire unpaid principal balance of each Note shall be due and payable on the Maturity Date thereof.


 


Section 8.2 
Optional Prepayments with Make-Whole Amount. The Company may, at its option, upon notice as provided below, prepay at any time
all, or from time to time any part of, the Notes, in a minimum principal amount of not less than US$5,000,000, together with interest
accrued thereon to the date of such prepayment and the Make-Whole Amount determined for the prepayment date with respect to such principal
amount. The Company will give each holder of Notes written notice of each optional prepayment under this Section 8.2 not less than 10
days and not more than 60 days prior to the date fixed for such prepayment unless the Company and the Required Holders agree to another
time period pursuant to Section 19. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal
amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance
with Section 8.5), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be
accompanied by a certificate of a Senior Financial Officer of the Company as to the estimated Make-Whole Amount, if any, due in connection
with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation.
Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer
of the Company specifying the calculation of such Make-Whole Amount, if any, as of the specified prepayment date.


 


Section 8.3 
Prepayment for Tax Reasons.


 


(a) 
If at any time as a result of a Change in Tax Law (as defined below) the Company is or will be obligated under Section 13 to make
any Additional Payments (as defined below) in respect of any payment of interest on account of any of the Notes in an aggregate amount
for all affected Notes equal to 5% or more of the aggregate amount of such interest payment on account of all of the Notes, the Company
may give the holders of all affected Notes irrevocable written notice (each, a “Tax Prepayment Notice”) of the prepayment
of such affected Notes on a specified prepayment date (which shall be a Business Day not less than 30 days nor more than 60 days after
the date of such notice) and the circumstances giving rise to the obligation of the Company to make any Additional Payments and the amount
thereof and stating that all of the affected Notes shall be prepaid on the date of such prepayment at 100% of the principal amount so
prepaid together with interest accrued thereon to the date of such prepayment (but without any Make-Whole Amount), except in the case
of an affected Note if the holder of such Note shall, by written notice given to the Company no more than 20 days after receipt of the
Tax Prepayment Notice, reject such prepayment of such Note (each, a “Rejection Notice”). The form of Rejection Notice
shall also accompany the Tax Prepayment Notice and shall state with respect to each Note covered thereby that execution and delivery
thereof by the holder of such Note shall operate as a permanent waiver of such holder’s right to receive the Additional Payments
arising as a result of the circumstances described in the Tax Prepayment Notice in respect of all future payments of interest on such
Note (but not of such holder’s right to receive any Additional Payments that arise out of circumstances not described in the Tax
Prepayment Notice or which exceed the amount of the Additional Payment described in the Tax Prepayment Notice), which waiver shall be
binding upon all subsequent transferees of such Note. The Tax Prepayment Notice having been given as aforesaid to each holder of the
affected Notes, the principal amount of such Notes together with interest accrued thereon to the date of such prepayment shall become
due and payable on such prepayment date, except in the case of Notes the holders of which shall timely give a Rejection Notice as aforesaid.






 




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(b) 
No prepayment of the Notes pursuant to this Section 8.3 shall affect the obligation of the Company to pay Additional Payments in
respect of any payment made on or prior to the date of such prepayment. For purposes of this Section 8.3, any holder of more than one
affected Note may act separately with respect to each affected Note so held (with the effect that a holder of more than one affected Note
may accept such offer with respect to one or more affected Notes so held and reject such offer with respect to one or more other affected
Notes so held).


 


(c) 
The Company may not offer to prepay or prepay Notes pursuant to this Section 8.3 (i) if a Default or Event of Default then exists,
(ii) until the Company shall have taken commercially reasonable steps to mitigate the requirement to make the related Additional Payments
or (iii) if the obligation to make such Additional Payments directly results or resulted from actions taken by an Obligor or any Subsidiary
(other than actions required to be taken under applicable law), and any Tax Prepayment Notice given pursuant to this Section 8.3 shall
certify to the foregoing and describe such mitigation steps, if any.


 


(d) 
For purposes of this Section 8.3: “Additional Payments” means additional amounts required to be paid to a holder
of any Note pursuant to Section 13 by reason of a Change in Tax Law; and a “Change in Tax Law” means (individually
or collectively with one or more prior changes) (i) an amendment to, or change in, any such law, treaty, rule or regulation of Colombia
or any jurisdiction by or through which payments on the Notes are made at the Company’s direction (or any political subdivision
or taxing authority thereof or therein) after the date of the Closing, or an amendment to, or change in, an official interpretation or
application of such law, treaty, rule or regulation after the date of the Closing, which amendment or change is or will be in force and
continuing and meets the opinion and certification requirements described below or (ii) in the case of any other jurisdiction that becomes
a Taxing Jurisdiction after the date of the Closing, an amendment to, or change in, any law, treaty, rule or regulation of such jurisdiction,
or an amendment to, or change in, an official interpretation or application of such law, treaty, rule or regulation, in any case after
such jurisdiction shall have become a Taxing Jurisdiction, which amendment or change is or will be in force and continuing and meets
such opinion and certification requirements. No such amendment or change shall constitute a Change in Tax Law unless the same would in
the opinion of the Company (which shall be evidenced by an Officer’s Certificate of the Company and supported by a written opinion
of counsel having recognized expertise in the field of taxation in the relevant Taxing Jurisdiction, both of which shall be delivered
to all holders of the Notes prior to or concurrently with the Tax Prepayment Notice in respect of such Change in Tax Law) affect the
deduction or require the withholding of any Tax imposed by such Taxing Jurisdiction on any payment payable on the Notes.






 




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Section 8.4 
Prepayment in Connection with a Noteholder Sanctions Event.


 


(a) 
Upon the Company’s receipt of notice from any Affected Noteholder that a Noteholder Sanctions Event has occurred (which notice
shall refer specifically to this Section 8.4(a) and describe in reasonable detail such Noteholder Sanctions Event), the Company shall
promptly, and in any event within 10 Business Days, make an offer (the “Sanctions Prepayment Offer”) to prepay the
entire unpaid principal amount of Notes held by such Affected Noteholder (the “Affected Notes”), together with interest
accrued thereon to the prepayment date selected by the Company with respect to each Affected Note but without payment of any Make-Whole
Amount with respect thereto, which prepayment shall be on a Business Day not less than 30 days and not more than 60 days after the date
of the Sanctions Prepayment Offer (the “Sanctions Prepayment Date”). Such Sanctions Prepayment Offer shall provide
that such Affected Noteholder notify the Company in writing by a stated date (the “Sanctions Prepayment Response Date”),
which date is not later than 10 Business Days prior to the stated Sanctions Prepayment Date, of its acceptance or rejection of such prepayment
offer. If such Affected Noteholder does not notify the Company as provided above, then the holder shall be deemed to have accepted such
offer.


 


(b) 
Subject to the provisions of subparagraphs (c) and (d) of this Section 8.4, the Company shall prepay on the Sanctions Prepayment
Date the entire unpaid principal amount of the Affected Notes held by such Affected Noteholder who has accepted (or has been deemed to
have accepted) such prepayment offer (in accordance with subparagraph (a)), together with interest accrued thereon to the Sanctions Prepayment
Date with respect to each such Affected Note, but without payment of any Make-Whole Amount with respect thereto.


 


(c) 
If a Noteholder Sanctions Event has occurred but the Company and/or the Controlled Entities have taken such action(s) in relation
to their activities so as to remedy such Noteholder Sanctions Event (with the effect that a Noteholder Sanctions Event no longer exists,
as reasonably determined by such Affected Noteholder) prior to the Sanctions Prepayment Date, then the Company shall no longer be obliged
or permitted to prepay such Affected Notes in relation to such Noteholder Sanctions Event. If the Company and/or the Controlled Entities
shall undertake any actions to remedy any such Noteholder Sanctions Event, the Company shall keep the holders reasonably and timely informed
of such actions and the results thereof.


 


(d) 
If any Affected Noteholder that has given written notice to the Company of its acceptance of (or has been deemed to have accepted)
the Company’s prepayment offer in accordance with subparagraph (a)
also gives notice to the Company prior to the relevant Sanctions Prepayment Date that it has determined (in its sole discretion) that
it requires clearance from any Governmental Authority in order to receive a prepayment pursuant to this Section 8.4, the principal amount
of each Note held by such Affected Noteholder, together with interest accrued thereon to the date of prepayment, shall become due and
payable on the later to occur of (but in no event later than the Maturity Date of the relevant Note) (i) such Sanctions Prepayment Date
and (ii) the date that is 10 Business Days after such Affected Noteholder gives notice to the Company that it is entitled to receive a
prepayment pursuant to this Section 8.4 (which may include payment to an escrow account designated by such Affected Noteholder to be held
in escrow for the benefit of such Affected Noteholder until such Affected Noteholder obtains such clearance from such Governmental Authority),
and in any event, any such delay in accordance with the foregoing clause (ii) shall not be deemed to give rise to any Default or Event
of Default.


 




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(e) 
Promptly, and in any event within 5 Business Days, after the Company’s receipt of notice from any Affected Noteholder that
a Noteholder Sanctions Event shall have occurred with respect to such Affected Noteholder, the Company shall forward a copy of such notice
to each other Purchaser or holder of Notes.


 


(f) 
The Company shall promptly, and in any event within 10 Business Days, give written notice to the Purchasers and holders after the
Company or any Controlled Entity having been notified by a competent Governmental Authority (or becoming aware) that (i) its name appears
or may in the future appear on a State Sanctions List or (ii) it is in violation of, or is subject to the imposition of sanctions under,
any U.S. Economic Sanctions Laws, in each case which written notice shall describe the facts and circumstances thereof and set forth the
action, if any, that the Company or a Controlled Entity proposes to take with respect thereto.


 


(g) 
The foregoing provisions of this Section 8.4 shall be in addition to any rights or remedies available to any Purchaser or any holder
of Notes that may arise under this Agreement as a result of the occurrence of a Noteholder Sanctions Event; provided, that, if
the Notes shall have been declared due and payable pursuant to Section 12.1 as a result of the events, conditions or actions of the Company
or any Controlled Entity that gave rise to a Noteholder Sanctions Event, the remedies set forth in Section 12 shall control.


 


Section 8.5 
Allocation of Partial Prepayments. In the case of each partial prepayment of the Notes pursuant to Section 8.1 or Section 8.2,
the principal amount of the Notes to be prepaid shall be allocated among all of the Notes at the time outstanding in proportion, as nearly
as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.


 


Section 8.6 
Maturity; Surrender, Etc. In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each
Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal
amount accrued to such date and the applicable Make-Whole Amount, if any. From and after such date, unless the Company shall fail to
pay such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on
such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be, as soon as practicable thereafter, surrendered
to the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.
In the case of the payment or prepayment in full of all of a holder’s Notes, as soon as practicable thereafter, the related Pagaré
and the Instruction Letter related to such Pagaré shall be surrendered to the Company and cancelled and shall not be
reissued.






 




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Section 8.7 
Purchase of Notes. The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire,
directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms
of this Agreement and the Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders
of all Notes at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder of a Note with sufficient
information to enable it to make an informed decision with respect to such offer, and shall remain open for at least 20 Business Days.
If the holders of more than 50% of the principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify
the remaining holders of the Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be
extended by the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice
to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or
purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.


 


Section 8.8 
Make-Whole Amount.


 


The term “Make-Whole
Amount” mean, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled
Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole
Amount may not in any event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following
meanings:


 


“Called
Principal” means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 8.2 or has
become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.


 


“Discounted
Value” means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments
with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal,
in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest
on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.


 


“Reinvestment
Yield” means, with respect to the Called Principal of any Note, the sum of (x) 0.50% (50 basis points) plus (y) the yield to
maturity implied by the “Ask Yield(s)” reported as of 10:00 a.m. (New York City time) on the second Business Day preceding
the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display
as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on-the-run U.S. Treasury securities
(“Reported”) having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement
Date. If there are no such U.S. Treasury securities Reported having a maturity equal to such Remaining Average Life, then such implied
yield to maturity will be determined by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted
financial practice and (b) interpolating linearly between the “Ask Yields” Reported for the applicable most recently issued
actively traded on-the-run U.S. Treasury securities with the maturities (1) closest to and greater than such Remaining Average Life and
(2) closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as
appears in the interest rate of the applicable Note.






 




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If such yields are
not Reported or the yields Reported as of such time are not ascertainable (including by way of interpolation), then “Reinvestment
Yield” means, with respect to the Called Principal of any Note, the sum of (x) 0.50% (50 basis points) plus (y) the yield to maturity
implied by the U.S. Treasury constant maturity yields reported, for the latest day for which such yields have been so reported as of the
second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or
any comparable successor publication) for the U.S. Treasury constant maturity having a term equal to the Remaining Average Life of such
Called Principal as of such Settlement Date. If there is no such U.S. Treasury constant maturity having a term equal to such Remaining
Average Life, such implied yield to maturity will be determined by interpolating linearly between (1) the U.S. Treasury constant maturity
so reported with the term closest to and greater than such Remaining Average Life and (2) the U.S. Treasury constant maturity so reported
with the term closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places
as appears in the interest rate of the applicable Note.


 


“Remaining
Average Life” means, with respect to any Called Principal, the number of years obtained by dividing (i) such Called Principal
into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with
respect to such Called Principal by (b) the number of years, computed on the basis of a 360-day year comprised of twelve 30-day months
and calculated to two decimal places, that will elapse between the Settlement Date with respect to such Called Principal and the scheduled
due date of such Remaining Scheduled Payment.


 


“Remaining
Scheduled Payments” means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest
thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were
made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to
be made under the terms of the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount
of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2 or Section 12.1.


 


“Settlement
Date” means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant
to Section 8.2 or has become or is declared to be immediately due
and payable pursuant to Section 12.1, as the context requires.


 




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Section 8.9 
Payments Due on Non-Business Days. Anything in this Agreement or the Notes to the contrary notwithstanding, (x) except as set
forth in clause (y), any payment of interest on any Note that is due on a date that is not a Business Day shall be made on the next succeeding
Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business
Day; and (y) any payment of principal of or Make-Whole Amount on any Note (including principal due on the Maturity Date of such Note)
that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall include the additional days
elapsed in the computation of interest payable on such next succeeding Business Day.


 


Section 8.10 
Prepayment in Connection with a Disposition.


 


(a) 
In the event that the Company makes an offer of prepayment of the Notes pursuant to Section 10.7(i)(iii)(B), the Company shall
give written notice thereof (a “Disposition Prepayment Notice”) to each holder of a Note, which notice shall (i) describe
the relevant Disposition in reasonable detail, (ii) refer to this Section 8.10, (iii) state the amount of the proceeds of such Disposition
and the aggregate principal amount of Indebtedness being prepaid or offered to be prepaid, (iv) contain an irrevocable offer by the Company
to prepay outstanding principal of each Note held by such holder in an amount equal to such Note’s Pro Rata Share of the proceeds
of such Disposition being applied or offered pursuant to Section 10.7(i)(iii)(B), together with interest accrued thereon to the date of
prepayment (without payment of any Make-Whole Amount or other premium with respect thereto), on a specified date (the “Disposition
Prepayment Date”), which date shall be a Business Day not less than 30 nor more than 60 days after the date of such Disposition
Prepayment Notice (unless another time period is otherwise agreed by the Company and the Required Holders), (v) with respect to each Note
of such holder, state the amount of principal of such Note offered to be prepaid and the amount of interest that would be paid on the
Disposition Prepayment Date, and (vi) request that such holder notify the Company in writing by a specified date (the “Disposition
Acceptance Notification Date”), which date shall be not less than 20 days after the date of such Disposition Prepayment Notice
(unless another time period is otherwise agreed by the Company and the Required Holders) if such holder wishes any of its Notes to be
so prepaid.


 


(b) 
A holder may accept or reject an offer of prepayment made pursuant to this Section 8.10 by causing written notice of such acceptance
or rejection to be delivered to the Company on or before the Disposition Acceptance Notification Date. If a holder does not notify the
Company on or before the Disposition Acceptance Notification Date of such holder’s acceptance or rejection of the prepayment offer
contained in the relevant Disposition Prepayment Notice, such holder will be deemed to have rejected the prepayment offer. For purposes
of this Section 8.10, any holder of more than one Note may act separately with respect to each such Note (with the effect that a holder
may accept an offer with respect to one or more Notes and reject such offer with respect to one or more other Notes).


 




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(c) 
 On the Disposition Prepayment Date, the appropriate outstanding principal amount of each Note with respect to which the holder
thereof has accepted such prepayment offer (equal to such Note’s Pro Rata Share of the proceeds of such Disposition being applied
or offered pursuant to Section 10.7(i)(iii)(B)), together with interest accrued thereon to the date of prepayment (without payment of
any Make-Whole Amount or other premium), will be due and payable.


 


Section 8.11 
Interest. Each Note shall bear interest (computed on the basis of a 360-day year of twelve 30-day months):


 


(a) 
on the unpaid principal balance of such Note at the rate of 4.75% per annum from the date thereof, payable quarterly, on the 12th
day of February, May, August and November in each year, commencing with the February 12, May 12, August 12 or November 12 next succeeding
the date thereof, and on the Maturity Date, until the principal thereof shall have become due and payable, and


 


(b) 
to the extent permitted by law, (i) on any overdue payment of interest and (ii) during the continuance of an Event of Default,
on such unpaid principal balance and on any overdue payment of any Make-Whole Amount, at the Default Rate, payable quarterly as aforesaid
(or, at the option of the registered holder thereof, on demand).


 


 Section 9.  Affirmative Covenants.




 


From the date of this Agreement
until the Closing and, thereafter, so long as any of the Notes are outstanding, each Obligor covenants that (it being understood that,
although it will not be a Default or an Event of Default, if the Obligors fail to comply with any provision of this Section 9 on or after
the date of this Agreement and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the
Notes on the date of Closing that is specified in Section 3):


 


Section 9.1 
Compliance with Laws; Licenses, etc. Without limiting Section 10.4, each Obligor will, and will cause each of its Subsidiaries
to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject (including ERISA, Environmental
Laws, the USA PATRIOT Act and the other laws and regulations that are referred to in Section 5.16, as applicable), and will obtain, own
or possess, and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations, and all patents,
copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, in each case as are necessary to the ownership
of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance
with such laws, ordinances or governmental rules or regulations or failures to obtain, own or possess, or maintain in effect such licenses,
certificates, permits, franchises and other governmental authorizations or such patents, copyrights, proprietary software, service marks,
trademarks and trade names, or rights thereto, could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.


 


Section 9.2 
Insurance. Each Obligor will, and will cause each of its Subsidiaries to, maintain, with financially sound and reputable insurers,
insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such
terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto)
as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated.






 




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Section 9.3 
Maintenance of Properties. Each Obligor will, and will cause each of its Subsidiaries to, maintain and keep, or cause to be
maintained and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear), so that
the business carried on in connection therewith may be properly conducted at all times, provided that this Section 9.3 shall not prevent
any Obligor or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is
desirable in the conduct of its business and such Obligor has concluded that such discontinuance could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.


 


Section 9.4 
Payment of Taxes and Claims. Each Obligor will, and will cause each of its Subsidiaries to, file all tax returns required to
be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments,
governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have
become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might
become a Lien (other than any Lien that is permitted by Section 10.5(b)) on properties or assets of any Obligor or any Subsidiary, provided
that no Obligor nor any Subsidiary need pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity
thereof is contested by such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and such Obligor
or such Subsidiary has established adequate reserves therefor in accordance with IFRS on the books of such Obligor or such Subsidiary
or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.


 


Section 9.5 
Corporate Existence, Etc. Except as permitted by Section 10.2, each Obligor will at all times preserve and keep its corporate,
limited liability company, limited partnership or other entity existence, as applicable, in full force and effect. Subject to Section
10.2 and Section 10.7, each Obligor will at all times preserve and keep in full force and effect the corporate existence of each of its
Subsidiaries that is not an Obligor (unless merged into an Obligor or a Wholly-Owned Subsidiary) and all rights and franchises of such
Obligor and its Subsidiaries unless, in the good faith judgment of such Obligor, the termination of or failure to preserve and keep in
full force and effect such corporate existence, right or franchise could not, individually or in the aggregate, have a Material Adverse
Effect. Without limiting the foregoing, each Obligor will promptly obtain, and maintain in full force and effect, all material governmental
or other consents, licenses, approvals, permits or authorizations from time to time necessary for the maintenance of its corporate existence
and, where applicable, good standing and for its authorization, execution and delivery of the Finance Documents to which it is a party.


 


Section 9.6 
Books and Records. Each Obligor will, and will cause each of its Subsidiaries to, maintain proper books of record and account
in conformity with IFRS (where applicable) and all applicable requirements of any Governmental Authority having legal or regulatory jurisdiction
over such Obligor or such Subsidiary, as the case may be. Each Obligor will, and will cause each of its Subsidiaries to, keep books,
records and accounts which, in reasonable detail, accurately reflect all transactions and dispositions of assets. Each Obligor and its
Subsidiaries have devised a system of internal accounting controls sufficient to provide reasonable assurances that their respective
books, records, and accounts accurately reflect all transactions and dispositions of assets and each Obligor will, and will cause each
of its Subsidiaries to, continue to maintain such system.






 




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Section 9.7 
Subsidiary Guarantors.


 


(a) 
Subject to Section 9.12(b) with respect to the Intermediate Parent, each Obligor will cause each of its Subsidiaries (other than
an Obligor) that is a Material Subsidiary (in the case of a Material Subsidiary under clause (a) of the definition of Material Subsidiary,
prior to or concurrently with becoming a Material Subsidiary and, in the case of any other Material Subsidiary, within 30 days of the
delivery of the relevant financial statements pursuant to Section 7.1(a) or (b) indicating that such Subsidiary is a Material Subsidiary)
to deliver the following to each holder of a Note:


 


(i) 
an executed subsidiary guarantor joinder agreement in substantially the form set out in Schedule C and otherwise in form and substance
satisfactory to the Required Holders (a “Subsidiary Guarantor Joinder Agreement”);


 


(ii) 
with respect to the Pagaré and the related Instruction Letter of such holder, an executed supplemental signature
page to attach to such Pagaré (or, at such holder’s request, the Obligors will execute and deliver a replacement Pagaré
and Instruction Letter executed by the Company and each Guarantor (including such Subsidiary)), in each case notarized by a Colombian
notary public, for the purposes of, and in connection with, such Subsidiary’s guaranteeing (por aval) the debt evidenced
thereby (unless the Required Holders agree otherwise in writing);


 


(iii) 
all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and,
where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of
the execution and delivery of such Subsidiary Guarantor Joinder Agreement and any other Finance Documents to be entered into by it and
the performance by such Subsidiary of its obligations hereunder and thereunder;


 


(iv) 
such opinions of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary, such
Subsidiary Guarantor Joinder Agreement, this Agreement and the other Finance Documents to which such Subsidiary is to be a party as the
Required Holders may reasonably request; and


 


(v) 
evidence of the acceptance by the Process Agent of the appointment and designation provided by Section 24.7(e), as such Subsidiary’s
agent to receive, for it and on its behalf, service of process, for the period from the date of such Subsidiary Guarantor Joinder Agreement
to a date that is at least one year after the Maturity Date of the Notes (and the payment in full of all fees in respect thereof).






 




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(b) 
Without limiting Section 9.7(a), the Obligors may cause any Subsidiary to become a Subsidiary Guarantor in respect of this Agreement
and the Notes at any time by delivering to each holder of a Note the items described in clauses (i) through (v), inclusive, of Section
9.7(a).


 


(c) 
At the election of the Parent Guarantor or the Company and by written notice to each holder of Notes, any Subsidiary Guarantor
(other than a Material Subsidiary), without any further action on the part of any holder of a Note but subject to the proviso below, may
be discharged from all of its obligations and liabilities under this Agreement and shall be automatically and unconditionally released
and discharged from its obligations hereunder, as evidenced by agreement, written instrument or confirmation executed by the holders of
Notes (including, without limitation, replacement Pagarés and replacement Instruction Letters related to such Pagarés,
notarized by a Colombian notary public, in exchange for existing Pagarés and Instruction Letters related to such Pagarés),
upon request by such Subsidiary Guarantor or any of the Obligors, provided that (i) if such Subsidiary Guarantor is a guarantor
or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged
(or will be released and discharged concurrently with the release of such Subsidiary Guarantor under this Agreement) under such Material
Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, the Obligors are in compliance with
Section 10.9 (on a pro forma basis) and no Default or Event of Default shall be existing, (iii) no amount is then due and payable under
this Agreement, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility,
any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the
holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (v) each holder shall have received
a certificate of a Responsible Officer of the Parent Guarantor or the Company, as applicable, certifying as to the matters set forth in
the foregoing clauses (i) through (iv). In the event of any such release, for purposes of Section 10.5 and Section 10.6, all Indebtedness
of such Subsidiary shall be deemed to have been incurred concurrently with such release.


 


Section 9.8 
Priority of Obligations. Each Obligor will ensure that its payment obligations under this Agreement, the Pagarés
and, with respect to the Company only, the Notes will at all times rank at least pari passu, without preference or priority, with
all other unsecured and unsubordinated Indebtedness of such Obligor, except, in each case, for such payment obligations that are mandatorily
preferred by operation of bankruptcy, insolvency, judicial or extrajudicial recovery, liquidation or similar laws of general application.


 


Section 9.9 
Most Favored Lender.


 


(a) 
If as of, or at any time after, the date of this Agreement any Material Credit Facility contains any Relevant Provision that is
not contained in this Agreement or a Relevant Provision that is contained in this Agreement which would in any respect be more beneficial
to the holders of Notes than the Relevant Provisions set forth in this Agreement (any such provision, a “More Favorable Provision”),
then the Parent Guarantor or the Company shall provide a Most Favored Lender Notice in respect of such More Favorable Provision. Thereupon,
unless waived in writing by the Required Holders within 15 days after each holder’s receipt of such notice, such More Favorable
Provision shall be deemed automatically incorporated into this Agreement, mutatis mutandis, as if set forth in full herein, effective
as of the date when such More Favorable Provision shall have become effective under such Material Credit Facility and, at the request
of the Required Holders, the Obligors shall (at the Company’s sole cost and expense) enter into any additional agreement or amendment
to this Agreement requested by the Required Holders evidencing any of the foregoing. Any More Favorable Provision incorporated into this
Agreement is herein referred to as an “Incorporated Provision”.






 




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(b) 
Any Incorporated Provision (x) shall be deemed automatically amended herein to reflect any subsequent amendments made to such Incorporated
Provision under all applicable Material Credit Facilities which make such Incorporated Provision less restrictive or otherwise less onerous
on the Parent Guarantor and its Subsidiaries, without any further action required on the part of any Person, and (y) shall be deemed automatically
deleted from this Agreement at such time as such Incorporated Provision is deleted or otherwise removed from all applicable Material Credit
Facilities or all such Material Credit Facilities are terminated, without any further action required on the part of any Person; provided,
however, that:


 


(i) 
notwithstanding the foregoing, such Incorporated Provision shall continue to apply and be deemed to be set forth in this Agreement
until the applicable Incorporated Provision Termination Date in respect thereof, and if a Default or Event of Default then exists (including
as a result of a breach of any Incorporated Provision), such Incorporated Provision shall not be deemed to be amended or deleted from
this Agreement until the later of the date such Default or Event of Default no longer exists and the Incorporated Provision Termination
Date;


 


(ii) 
if any lender or agent under a Material Credit Facility receives any remuneration as consideration for the amendment, modification
or removal of such Incorporated Provision then such remuneration shall be concurrently paid, on the same equivalent terms, ratably to
each holder of the Notes then outstanding.


 


(c) 
Upon the effectiveness of any amendment, at the request of an Obligor or any holder of Notes, the holders of Notes (if applicable)
and the Obligors shall (at the Company’s sole cost and expense) enter into any additional agreement or amendment to this Agreement
reasonably requested by an Obligor or a holder of Notes, as the case may be, evidencing the amendment of any such Incorporated Provision.
Upon the effectiveness of any deletion or removal, at the request of the Parent Guarantor or the Company, the holders of Notes shall (at
the Company’s sole cost and expense) enter into any additional agreement or amendment to this Agreement reasonably requested by
the Parent Guarantor or the Company evidencing the deletion and termination of any such Incorporated Provision.


 




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(d) 
 Notwithstanding anything set forth in this Section 9.9, no covenant or other provision contained in this Agreement as of the date
of this Agreement shall be deemed deleted from this Agreement or made less restrictive unless amended or otherwise modified in accordance
with Section 19.


 


(e) 
Notwithstanding anything set forth in this Section 9.9, no More Favorable Provision given or granted under the Syndicated Existing
Credit Facility (including any replacement or substitute agreements entered into after the date of this Agreement) shall be deemed incorporated
into this Agreement as an Incorporated Provision until December 31, 2021.


 


Section 9.10 
Maintenance of Fiscal Year. Each Obligor will, and will cause each of its Subsidiaries to, maintain its fiscal year as the
12-month period ending on December 31 of each year.


 


Section 9.11 
Ownership of Company. The Parent Guarantor will ensure that the Company is at all times a Wholly-Owned Subsidiary.


 


Section 9.12 
Post-Closing Covenants.


 


(a) 
The Obligors will:


 


(i) within
three (3) Business Days after the date of the Closing, deliver, or cause to be delivered, to the holders of the Notes evidence satisfactory
to the Required Holders of the filing by the Company with the Colombian Central Bank (Banco de la República) of a public
external indebtedness report on Form No. 6 (Formulario 6) with respect to the issuance of the Notes in accordance with applicable
law and regulations, and


 


(ii) within
three (3) Business Days after each payment on the Notes, deliver, or cause to be delivered, to the holders of the Notes evidence satisfactory
to the Required Holders of the filing by the Company with the Colombian Central Bank (Banco de la República) of an external
indebtedness minimum information report (Declaración de Cambio) with respect to such payment on the Notes in accordance
with applicable law and regulations.


 


(b) 
The Obligors will cause the Intermediate Parent to deliver each of the following, on or before January 12, 2022, to each holder
of a Note:


 


(i) an
executed Subsidiary Guarantor Joinder Agreement in form and substance satisfactory to the Required Holders;


 


(ii) with
respect to each Pagaré and related Instruction Letter, a supplemental signature page to such Pagaré executed
by the Intermediate Parent, notarized by a Colombian notary public and in form and substance satisfactory to the Required Holders, for
the purposes of, and in connection with, the Intermediate Parent’s guaranteeing (por aval) the debt evidenced thereby;


 




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(iii) a
certificate of a Director of the Intermediate Parent or another appropriate person certifying as to:


 


(A) the
resolutions attached thereto and other corporate or other entity proceedings, as applicable, relating to the authorization, execution
and delivery of each Finance Document to which the Intermediate Parent is a party, including, to the extent applicable, resolutions of
the shareholders of the Intermediate Parent,


 


(B) the
Intermediate Parent’s organizational documents as then in effect,


 


(C) a
good standing certificate and certificate of incumbency issued by the Malta Business Registry showing the records of the Intermediate
Parent registered therein as in effect as of the date thereof,


 


(D) the
signatures and incumbency of relevant officers of the Intermediate Parent, or other authorized persons acting on behalf of the Intermediate
Parent, executing any Finance Document to which the Intermediate Parent is a party, and


 


(E) any
power of attorney required for the execution of any Finance Document to which the Intermediate Parent is a party,


 


in form and substance satisfactory to
the Required Holders;


 


(iv) opinions
of (A) Clifford Chance US LLP, U.S. special counsel for the Obligors, (B) Mamo TCV Advocates, Maltese special counsel for the Intermediate
Parent, and (C) Philippi Prietocarrizosa Ferrero DU & Uría S.A.S., Colombian special counsel for the Obligors, covering such
matters relating to the Intermediate Parent, the Subsidiary Guarantor Joinder Agreement of the Intermediate Parent, this Agreement, the
Pagarés, the Instruction Letters and the other Finance Documents to which the Intermediate Parent is to be a party as the
Required Holders may reasonably request, in each case in form and substance satisfactory to the Required Holders; and


 


(v) evidence
of the acceptance by the Process Agent of the appointment and designation provided by Section 24.7(e), as the Intermediate Parent’s
agent to receive, for it and on its behalf, service of process, for the period from the date of the Subsidiary Guarantor Joinder Agreement
of the Intermediate Parent to a date that is at least one year after the Maturity Date of the Notes (and the payment in full of all fees
in respect thereof), in form and substance satisfactory to the Required Holders.


 


(c) 
Without prejudice to the requirements of Section 7.1(b), the Obligors will, within six months after the date of the Closing, deliver
to the holders of the Notes (i) the audited consolidated balance sheet of the Parent Guarantor and its Subsidiaries as at December 31,
2021, and the audited consolidated statements of income, changes in shareholders’ equity and cash flows of the Parent Guarantor
and its Subsidiaries for the fiscal year ending December 31, 2021, setting forth in each case in comparative form the figures for the
previous fiscal year, all in the English language and in reasonable detail, prepared in accordance with IFRS or (ii) a certified translation
into the English language of the audited consolidated balance sheet of the Parent Guarantor and its Subsidiaries as at December 31, 2018,
and the audited consolidated statements of income, changes in shareholders’ equity and cash flows of the Parent Guarantor and its
Subsidiaries for the fiscal year ending December 31, 2018, setting forth in each case in comparative form the figures for the previous
fiscal year, in reasonable detail, prepared in accordance with IFRS.






 




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 Section 10.  Negative Covenants.




 


From the date of this Agreement
until the Closing and, thereafter, so long as any of the Notes are outstanding, each Obligor covenants that (it being understood that,
although it will not be a Default or an Event of Default, if the Obligors fail to comply with any provision of this Section 10 before
or after giving effect to the issuance of the Notes on a pro forma basis, if such a failure occurs, then any of the Purchasers may elect
not to purchase the Notes on the date of Closing that is specified in Section 3):


 


Section 10.1 
Transactions with Affiliates. No Obligor will, or will permit any of its Subsidiaries to, enter into directly or indirectly
any transaction or group of related transactions (including the purchase, lease, sale or exchange of properties of any kind or the rendering
of any service) with any Affiliate (other than an Obligor or another Subsidiary), except that any Obligor may enter into (a) transactions
that are in the ordinary course and pursuant to the reasonable requirements of such Obligor’s or such Subsidiary’s business
and upon fair and reasonable terms no less favorable to such Obligor or such Subsidiary than would be obtainable in a comparable arm’s-length
transaction with a Person not an Affiliate, (b) transactions among the Obligors and between the Obligors and any of their respective Subsidiaries,
(c) any intercompany loans provided by the Obligors to any Subsidiary or any Subsidiary to the Obligors or any Wholly-Owned Subsidiary
of the Parent Guarantor, in each case for working capital or liquidity purposes in the ordinary course of business, and (d) Restricted
Payments permitted by Section 10.10.


 


Section 10.2 
Merger, Consolidation, Etc. No Obligor will, or will permit any of its Subsidiaries to, consolidate with or merge with any
other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions (any
such consolidation, merger or other transaction, a “Fundamental Transaction”) to any Person, other than:


 


(a) 
any Fundamental Transaction (including a Permitted Reorganization) involving the Company, provided that (i) the Company is the
successor, survivor or acquiror (as applicable) (the successor, survivor or acquiror to any Fundamental Transaction (including a Permitted
Reorganization) being a “Successor”) or (ii) the Successor is located in a Permitted Jurisdiction;


 


(b) 
any Fundamental Transaction (including a Permitted Reorganization) involving the Parent Guarantor, provided that (i) the Parent
Guarantor is the Successor or (ii) the Successor is located in a Permitted Jurisdiction;


 




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(c) 
 any Fundamental Transaction (including a Permitted Reorganization) involving a Subsidiary Guarantor, provided that (i) such Subsidiary
Guarantor or another Obligor is the Successor or (ii) the Successor is located in a Permitted Jurisdiction; and


 


(d) 
any Fundamental Transaction (including a Permitted Reorganization) involving any Subsidiary (other than the Company or any Subsidiary
Guarantor) with any other Person so long as the transaction is treated as a disposition of all of the assets of such Subsidiary for purposes
of Section 10.7 (other than Section 10.7(f) and, based on such characterization, would be permitted pursuant to Section 10.7 (other than
Section 10.7(f) and after giving effect to such transaction the Obligors are in compliance with Section 10.9 (on a pro forma basis);


 


provided that in no event may the Parent
Guarantor or the Company be liquidated, dissolved, wound up or closed (or otherwise have their corporate existence terminated) unless
the relevant Successor becomes a party hereto in compliance with this Section 10.2; provided further that, in the case of each
of clauses (a) – (d), inclusive, above, (x), the Obligors, their Subsidiaries, and any Successor, as applicable, shall have executed
and delivered such instruments of assumption (including without limitation assumptions of the due and punctual performance and observance
of each covenant and condition of this Agreement, the Notes and the Pagarés), reaffirmations of obligations and other documents
(including, without limitation, replacement Notes and replacement Pagarés and Instruction Letters, notarized by a Colombian
notary public, in exchange for the existing Notes, Pagarés and Instruction Letters) and shall have taken such actions as
may be reasonably requested by the Required Holders, within 30 days after each holder’s receipt of such documents, with respect
to the Finance Documents to which any Obligor is a party and the Obligors shall have caused to be delivered to the holders of the Notes
opinion(s) of internationally recognized independent counsel (or other independent counsel reasonably satisfactory to the Required Holders)
in connection therewith, in each case in form and substance reasonably satisfactory to the Required Holders, (y) in the case of a Successor,
it shall have provided to the holders evidence of the acceptance by the Process Agent of the appointment and designation provided for
by Section 24.7(e) for the period of time from the date of such transaction to a date that is at least one year after the Maturity Date
of the Notes (and the payment in full of all fees in respect thereof) and (z) immediately before and immediately after giving effect to
such transaction or each transaction in any such series of transactions, no Default or Event of Default shall have occurred and be continuing.
No conveyance, transfer or lease of all or substantially all of the assets of any Obligor shall have the effect of releasing such Obligor,
or any successor or acquiror that shall theretofore have become such in the manner prescribed in this Section 10.2, from its liability
under any Finance Document to which such Obligor is a party.


 


Section 10.3 
Line of Business. No Obligor will, or will permit any of its Subsidiaries to, engage in any business if, as a result, the general
nature of the business in which the Parent Guarantor and its Subsidiaries, taken as a whole, would then be engaged would be substantially
and significantly changed from the general nature of the business in which the Parent Guarantor and its Subsidiaries, taken as a whole,
are engaged on the date of this Agreement.


 


Section 10.4 
Economic Sanctions, Etc. No Obligor will, or will permit any Controlled Entity to (a) become (including by virtue of being
owned or controlled by a Blocked Person), own or control a Blocked Person or (b) directly or indirectly have any investment in or engage
in any dealing or transaction (including any investment, dealing or transaction involving the proceeds of the Notes) with any Person
if such investment, dealing or transaction would be in violation of, or could result in the imposition of sanctions under, any U.S. Economic
Sanctions Laws applicable to such Obligor or such Controlled Entity, except, in the case of this clause (b), to the extent that such
violation or sanctions, if imposed, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
It is acknowledged and agreed by each Purchaser and each holder of a Note that the undertakings made pursuant to this Section 10.4 by
any Obligor organized in a European Union country or the United Kingdom are only sought and given for the benefit of the Purchasers and
the holders of the Notes to the extent that to do so would not result in any violation of, or conflict with, the EU Blocking Regulation
or, as the case may be, the UK Blocking Regulation.






 




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Section 10.5 
Liens. No Obligor will, or will permit any of its Subsidiaries to, directly or indirectly create, incur, assume or permit to
exist (upon the happening of a contingency or otherwise) any Lien on or with respect to any property or asset (including any document
or instrument in respect of goods) of such Obligor or any such Subsidiary, whether now owned or held or hereafter acquired, or any income
or profits therefrom, or assign or otherwise convey any right to receive income or profits, except:


 


(a) 
Liens in existence as of the date hereof as set forth on Schedule 10.5(a), including Liens under Existing Leases (including any
extension, renewal, or replacement thereof, provided that any such Lien extends solely to the item or items of property originally encumbered);


 


(b) 
any Lien for Taxes, assessments or other governmental charges or levies, in each case the payment of which is not yet due or which
is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which adequate reserves
with respect thereto are maintained on the books of the applicable Person in accordance with IFRS;


 


(c) 
statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen, repairmen and other similar statutory
Liens, in each case arising in the ordinary course of business for sums not yet due and payable or which are being contested in good faith
by appropriate proceedings promptly initiated and diligently conducted and for which adequate reserves with respect thereto are maintained
on the books of the applicable Person in accordance with IFRS;


 


(d) 
any Lien in favor of customs and revenue authorities to secure payment of custom duties in connection with the importation or exportation
of goods;


 


(e) 
any Lien arising under any lease or hire purchase contract which, as applicable would, in accordance with IFRS, be treated as a
Capital Lease;


 


(f) 
Liens (other than any Lien imposed by ERISA or any Lien imposed by law securing obligations with respect to any Pension Plan) incurred
or pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance
and other types of social security or retirement benefits;


 




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(g) 
 deposits made to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations,
surety bonds, appeal bonds (whether in arbitration, judicial, administrative or tax procedures), performance bonds and other obligations
of a like nature, in each case incurred in the ordinary course of business and consistent with past practice and not incurred or made
in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property;


 


(h) 
any attachment or judgment Lien, unless the judgment it secures is not, within 60 days after the entry thereof, discharged or execution
thereof stayed pending appeal, or is not discharged within 60 days after the expiration of such stay;


 


(i) 
leases, subleases, licenses or sub-licenses granted to others, easements, rights-of-way, zoning restrictions, minor defects or
irregularities in title, encroachments and other similar charges or encumbrances, in each case incidental to, and not interfering with,
the ordinary conduct of the business of the Parent Guarantor or any of its Subsidiaries, provided that such Liens do not, in the
aggregate, materially detract from the value of such property;


 


(j) 
bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and cash equivalents on deposit
in one or more accounts maintained by the applicable Person, in each case granted in the ordinary course of business in favor of the bank
or banks with which such accounts are maintained, securing amounts owing to such bank or banks with respect to cash management and operating
account arrangements;


 


(k) 
any netting or set off arrangement under any hedging arrangement entered into by such Obligor or such Subsidiary in the ordinary
course of its business and not for speculative purposes;


 


(l) 
Permitted Inventory Liens;


 


(m) 
any Lien on property or assets of a Subsidiary (other than the Company) securing Indebtedness of such Subsidiary owing to an Obligor;


 


(n) 
any Lien created to secure all or any part of the purchase price or cost of construction, or to secure Indebtedness incurred or
assumed to pay all or any part of the purchase price or cost of construction, of property (or any improvement thereon) acquired or constructed
by such Obligor or such Subsidiary after the date of the Closing, provided that:


 


(i) 
such Lien shall extend solely to the item or items of such property (or improvement thereon) so acquired or constructed and, if
required by the terms of the instrument originally creating such Lien, other property (or improvement thereon) which is an improvement
to or is acquired for specific use in connection with such acquired or constructed property (or improvement thereon) or which is real
property being improved by such acquired or constructed property (or improvement thereon),


 




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(ii) 
 the principal amount of the Indebtedness secured by such Lien shall at no time exceed an amount equal to the lesser of (x) the
cost to such Obligor or such Subsidiary of the property (or improvement thereon) so acquired or constructed, and (y) the fair market value
(as determined in good faith by the board of directors of the Company) of such property (or improvement thereon) at the time of such acquisition
or construction, and


 


(iii) 
such Lien shall be created contemporaneously with, or within 180 days after, the acquisition or construction of such property;


 


(o) 
any Lien existing on property of a Person immediately prior to its being consolidated with or merged into an Obligor or a Subsidiary
or its becoming a Subsidiary, or any Lien existing on any property acquired by an Obligor or any of its Subsidiaries at the time such
property is so acquired (whether or not the Indebtedness secured thereby shall have been assumed), provided, that:


 


(i) 
such Lien shall not have been created or assumed in contemplation of such consolidation or merger or such Person’s becoming
a Subsidiary or such acquisition of property,


 


(ii) 
such Lien shall extend solely to the item or items of property so acquired and, if required by the terms of the instrument originally
creating such Lien, other property which is an improvement to or is acquired for specific use in connection with such acquired property,
and


 


(iii) 
such Lien shall be discharged within 270 days after such consolidation or merger or such Person’s becoming a Subsidiary or
such acquisition of property;


 


(p) 
during the period of 60 consecutive days immediately following the date of Closing, any Lien securing an Existing Credit Facility;


 


(q) 
any Lien on property (other than any Material Property) securing Indebtedness of such Obligor or such Subsidiary not otherwise
permitted by the foregoing clauses (a) through (p), provided that the sum of (i) the aggregate outstanding principal amount of
Indebtedness secured pursuant to this clause (q) plus (ii) the aggregate outstanding principal amount of Indebtedness of Subsidiaries
under Section 10.6(g) plus (iii) the aggregate outstanding principal amount of Indebtedness secured by Liens under Section 10.5(l) shall
not at any time exceed 10% of Consolidated Total Assets (determined as of the end of the then most recently ended annual fiscal period
as provided in the audited financial statements for such period), provided, further, that notwithstanding the foregoing, no Obligor
will, or will permit any of its Subsidiaries to, secure pursuant to this clause (q) any Indebtedness outstanding under or pursuant to
any Material Credit Facility unless and until the Notes (and each guaranty delivered in connection therewith) shall concurrently be secured
equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in
form, including an intercreditor agreement and opinions of counsel to such Obligor and/or any such Subsidiary, as the case may be, from
counsel that is reasonably acceptable to the Required Holders.






 




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Notwithstanding anything in
this Agreement to the contrary, no Obligor will, or will permit any of its Subsidiaries to, (i) cause or permit any Material Property
to be subject to any Lien (other than Liens granted in favor of creditors directly in relation to the Existing Credit Facilities (so long
as such Liens are terminated or removed no later than 60 days after the date of the Closing) and Liens under Existing Leases in each case
as permitted hereunder) or (ii) at any time on or after May 12, 2022, create, incur, assume or permit to exist any Lien on inventory,
factoring of book debts or accounts receivable, unless in each case such Liens (x) are granted in the ordinary course of business and
(y) the aggregate outstanding principal amount of Indebtedness secured by such Liens shall not at any time exceed 2% of Consolidated Total
Assets (determined as of the end of the then most recently ended annual fiscal period by reference to the audited financial statements
for such period) (such Liens permitted under this clause (ii), “Permitted Inventory Liens”).


 


Section 10.6 
Limitation on Subsidiary Indebtedness. No Obligor will at any time permit any of its Subsidiaries (other than, in the case
of the Parent Guarantor and the Intermediate Parent, the Company) to, directly or indirectly, create, incur, assume, guarantee, have outstanding,
or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness other than:


 


(a) 
Indebtedness of any Subsidiary that is a Subsidiary Guarantor at the time of determination, provided that (i) in the case
of any Subsidiary that becomes a Subsidiary Guarantor after the date of this Agreement, the Obligors shall have complied with the provisions
of Section 9.7 with respect to such Subsidiary Guarantor and (ii) such Subsidiary’s guaranty of the Guaranteed Obligations pursuant
to Section 15 is in full force and effect and secures the full amount of the Notes;


 


(b) 
Indebtedness of a Subsidiary owed to an Obligor;


 


(c) 
Indebtedness of a Person outstanding at the time such Subsidiary becomes a Subsidiary, provided that (i) such Indebtedness
shall not have been incurred in contemplation of such Subsidiary becoming a Subsidiary, (ii) immediately prior to and after such Subsidiary
becomes a Subsidiary, no Default or Event of Default shall exist, (iii) the principal amount of such Indebtedness shall not be increased,
and (iv) such Indebtedness shall cease to be permitted under this clause (c) on the 180th day after such Subsidiary becomes a Subsidiary;


 


(d) 
Indebtedness of any Subsidiary set forth in Schedule 5.15 existing as at the date hereof (and any extension, renewal, or replacement
of such Indebtedness, provided that the principal amount thereof is not increased above the amount outstanding at the time of the
extension, renewal or replacement and is in any case no greater than the amount set forth on Schedule 5.15);


 


(e) 
any Indebtedness covered in full by a letter of credit, bond, bank guarantee or bank indemnity;


 




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(f) 
 Indebtedness of any Obligor arising pursuant to the Naturmega Guaranty provided that the aggregate amount of such Indebtedness
guaranteed by the Obligors under the Naturmega Guaranty collectively shall not at any time exceed US$2,500,000 (or its equivalent in the
relevant currency of payment); and


 


(g) 
Indebtedness of a Subsidiary in addition to that otherwise permitted by the foregoing clauses (a) through (f), provided
that the sum of (i) the aggregate outstanding principal amount of such Indebtedness of Subsidiaries under this clause (g) plus (ii) the
aggregate outstanding principal amount of Indebtedness secured pursuant to Section 10.5(l) plus (iii) the aggregate outstanding principal
amount of Indebtedness secured by liens under Section 10.5(q) shall not at any time exceed 10% of Consolidated Total Assets determined
as of the end of the then most recently ended annual fiscal period as provided in the audited financial statements for such period). Notwithstanding
anything in this Agreement to the contrary, the Company at any time at its sole option may cause any Subsidiary that is not a Subsidiary
Guarantor to become a Subsidiary Guarantor by executing and delivering the documents required by this Agreement.


 


Section 10.7 
Dispositions. No Obligor will, or will permit any of its Subsidiaries to, make any Disposition, other than:


 


(a) 
(i) any Disposition by an Obligor to another Obligor and (ii) any Disposition by a Subsidiary (other than an Obligor) to an Obligor
or any Wholly-Owned Subsidiary of the Parent Guarantor;


 


(b) 
any Disposition of inventory, supplies, material, equipment, patents, copyrights, proprietary software, service marks, trademarks,
sanitary registrations, permits or marketing authorizations, the Group’s intellectual property or trade names, or rights thereto,
in each case, in the ordinary course of business;


 


(c) 
Dispositions of assets on arm’s length terms in return for other assets of comparable or greater value;


 


(d) 
any Disposition of damaged, obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;


 


(e) 
the liquidation, sale or use of cash and cash equivalents for fair market value in the ordinary course of business not prohibited
by this Agreement;


 


(f) 
any Disposition constituting a consolidation or merger of, or a conveyance, transfer or lease of all or substantially all of the
assets of, a Subsidiary Guarantor that is permitted by Section 10.2 (other than clause (d) thereof);


 


(g) 
any Disposition of inventory, factoring of book debts or accounts receivable subject to a Lien permitted by Section 10.5(l);


 


(h) 
the granting of licenses, sublicenses, leases or subleases to other Persons in the ordinary course of business which do not interfere
in any material respect with the business of the Parent Guarantor and its Subsidiaries; and


 




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(i) 
 any Disposition not otherwise permitted by the foregoing clauses (a) through (h), provided that:


 


(i) 
such Disposition is made for consideration in an amount not less than the fair market value of the property disposed of,


 


(ii) 
immediately before and after giving effect to such Disposition, no Default or Event of Default has occurred and is continuing,
and


 


(iii) 
the higher of the book value of the property disposed of in such Disposition and the consideration receivable by the Parent Guarantor
and its Subsidiaries for such property (valued at the fair market value of such consideration at the time of the consummation of such
Disposition), when aggregated with the higher of the book value of and the consideration receivable for (valued at the fair market value
of such consideration at the time of the consummation of the relevant Disposition) all other Dispositions made pursuant to this clause
(i) (x) in any fiscal year of the Parent Guarantor does not exceed 10% of Consolidated Total Assets (determined as of the end of the then
most recently ended fiscal year as provided in the audited financial statements for such year) and (y) since the date hereof does not
exceed 20% of Consolidated Total Assets (determined as of the end of the then most recently ended annual fiscal period as provided in
the audited financial statements for such period) (the “Disposition Basket”); provided that, to the extent all
or any portion of the proceeds from any Disposition made pursuant to this clause (i) (or an equal amount) are, within 365 days after the
date of such Disposition, applied (without duplication):


 


(A) 
to acquire operating assets (excluding, for the avoidance of doubt, cash and cash equivalents) which are to be used in the business
of any Obligor or any Wholly-Owned Subsidiary, or


 


(B) 
to permanently repay (together with a permanent reduction of any commitments relating to such Indebtedness) unsubordinated Indebtedness
of the Parent Guarantor or any of its Subsidiaries (or, in the case of the Notes, offered to prepay and, if such offer is accepted, applied
to prepay the Notes as provided below), provided that (1) no such Indebtedness is owed to the Parent Guarantor, any Subsidiary
of the Parent Guarantor, or any Affiliate of the Parent Guarantor, and (2) the Company has offered to prepay each outstanding Note in
accordance with Section 8.10 in an aggregate principal amount equal to such Note’s Pro Rata Share of the proceeds of such Disposition
being applied or offered pursuant to this subclause (B) (and, to the extent, such offer is not accepted, such proceeds are applied (x)
to the repayment of other Indebtedness of the Parent Guarantor or any of its Subsidiaries or (y) as provided in the foregoing subclause
(A)), then, to the extent such proceeds (or an equal amount) are so applied, an equivalent amount shall be excluded, as of the date such
proceeds (or an equal amount) are so applied, in determining the extent to which the Disposition Basket has been used.






 




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For the purposes of this Section
10.7, any Equity Interest of a Subsidiary that is the subject of a Disposition shall be valued at the aggregate net book value of the
assets of such Subsidiary multiplied by a fraction of which the numerator is the aggregate number of Equity Interests of such Subsidiary
disposed of in such Disposition and the denominator is the aggregate number of Equity Interests of such Subsidiary outstanding immediately
prior to such Disposition.


 


Notwithstanding the foregoing,
Dispositions for consideration other than cash shall be permitted only to the extent that, substantially concurrently therewith, the Parent
Guarantor or the Subsidiary involved receives, in exchange therefor, assets which are to be used or useful in the business of the Parent
Guarantor and/or such Subsidiary and are of at least substantially equal value.


 


Section 10.8 
Financial Covenants. The Obligors shall ensure that as of each Determination Date:


 


(a) 
the ratio of Consolidated Total Indebtedness as at such Determination Date to Consolidated EBITDA for the Relevant Period ending
on such Determination Date does not exceed 3.50 : 1.00; and


 


(b) 
the ratio of Consolidated EBITDA for the Relevant Period ending on such Determination Date to Consolidated Interest Expense for
the Relevant Period ending on such Determination Date exceeds 3.00 : 1.00.


 


Section 10.9 
Obligor Coverage. No Obligor will permit, as of each June 30 and December 31 of each year, (a) the total combined assets of
the Obligors (other than the Parent Guarantor and the Intermediate Parent) as of such applicable date (excluding assets constituting Equity
Interests in other Obligors), determined for each such Obligor on an uncombined and unconsolidated basis, to comprise less than 80% of
Consolidated Total Assets as of such applicable date, or (b) the portion of Consolidated EBITDA for the period of four consecutive fiscal
quarters of the Parent Guarantor ending on such applicable date that is contributed by the Obligors (other than the Parent Guarantor and
the Intermediate Parent), determined for each Obligor on an uncombined and unconsolidated basis, to comprise less than 80% of Consolidated
EBITDA for such period. The foregoing is to be measured and tested based on the consolidated financial statements of the Parent Guarantor
delivered to the holders for the relevant testing date or period in accordance with Section 7.1(a) or Section 7.1(b).


 


Section 10.10 
Restricted Payments. No Obligor will, or will permit any of its Subsidiaries to, declare or make, directly or indirectly, any
Restricted Payment, or incur any obligation (contingent or otherwise) to do so, other than:


 


(a) 
Restricted Payments made by any Subsidiary to an Obligor; and


 


(b)  other
Restricted Payments, provided that no Default or Event of Default shall have occurred and be continuing at the time of the
proposed Restricted Payment or would result from the making of the proposed Restricted Payment (including, without limitation, under
any covenant set forth in Section 10.8 or any Incorporated Provision calculated, in each case, on a pro forma basis after giving
effect to such proposed Restricted Payment and all other Restricted Payments made (or incurred) during the Obligors’ then
current fiscal quarter (or other applicable calculation period in the case of an Incorporated Provision) as if such Restricted
Payments were made as of the last day of the fiscal quarter of the Parent Guarantor then most recently ended (or other applicable
calculation date in the case of an Incorporated Provision).






 




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Section 10.11 
Inconsistent Agreements. No Obligor will, or will permit any of its Subsidiaries to, on or after the date hereof, enter into
any agreement or contractual obligation (other than this Agreement and any other Finance Document) that limits the ability of any Subsidiary
to, directly or indirectly, make distributions or pay dividends to any Obligor or to otherwise transfer, directly or indirectly, property
to any Obligor.


 


Section 10.12 
Limitation on Loans and Guaranties. No Obligor will, or will permit any of its Subsidiaries to, on or after the date hereof,
(a) be a creditor in respect of any Indebtedness (other than (i) Indebtedness owing from the Parent Guarantor or any of its Subsidiaries
(which, for the avoidance of doubt, may be in the form of a dividend, Equity Interest, distribution or intercompany loan) or (ii) as otherwise
permitted by Section 10.6) or (b) incur or allow to remain outstanding any Guaranty in respect of any Person (other than for the benefit
of the Parent Guarantor or any of its Subsidiaries, the Naturmega Guaranty or as otherwise permitted by Section 10.6); provided
that the aggregate amount of such Indebtedness guaranteed by the Obligors under the Naturmega Guaranty collectively shall not at any time
exceed US$2,500,000 (or its equivalent in the relevant currency of payment).


 


Section 10.13 
Amendments to Organizational Documents, etc. No Obligor will, or will permit any of its Subsidiaries to, on or after the date
hereof, amend any of its organizational or governing documents in any manner that could materially adversely affect the rights of any
holder of a Note under this Agreement or any the Notes.


 


 Section 11.  Events of Default.




 


An “Event of Default”
shall exist if any of the following conditions or events shall occur and be continuing:


 


(a) 
the Company defaults in the payment of any principal or Make-Whole Amount, if any, on any Note when the same becomes due and payable,
whether at maturity or at a date fixed for prepayment or by declaration or otherwise; provided that such default shall not constitute
an Event of Default hereunder if (i) such default results solely from a technical or administrative error on behalf of the transmitting
bank and (ii) the Company remedies such non-payment within one (1) Business Day of such non-payment; or


 


(b) 
the Company defaults in the payment of any interest on any Note or any Obligor defaults in the payment of any amount payable pursuant
to Section 13, in each case for more than five Business Days after the same becomes due and payable; or


 




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(c) 
 any Obligor defaults in the performance of or compliance with any term contained in Section 7.1(d), Section 9.11, Section 9.12,
Section 10 or any Incorporated Provision; or


 


(d) 
any Obligor defaults in the performance of or compliance with any term contained herein (other than those referred to in Section
11(a), Section 11(b) or Section 11(c)) or in any Finance Document and such default is not remedied within 30 days after the earlier of
(i) a Responsible Officer of the Parent Guarantor or the Company, obtaining actual knowledge of such default and (ii) the Parent
Guarantor or the Company, receiving written notice of such default from any holder of a Note (any such written notice to be identified
as a “notice of default” and to refer specifically to this Section 11(d)); or


 


(e) 
any representation or warranty made in writing by or on behalf of any Obligor or by any officer of any Obligor in this Agreement,
any other Finance Document or any writing furnished in connection with the transactions contemplated hereby proves to have been false
or incorrect in any material respect on the date as of which made; or


 


(f) 
(i) the Parent Guarantor or any of its Subsidiaries is in default (as principal or as guarantor or other surety) in the payment
when due of any principal of or premium or make-whole amount or interest on any Indebtedness that is outstanding in an aggregate principal
amount of at least US$20,000,000 (or its equivalent in the relevant currency of payment) beyond any period of grace provided with respect
thereto, or (ii) the Parent Guarantor or any of its Subsidiaries is in default in the performance of or compliance with any term
of any evidence of any Indebtedness in an aggregate outstanding principal amount of at least US$20,000,000 (or its equivalent in the relevant
currency of payment) or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence
of such default or condition such Indebtedness has become, or has been declared (or one or more Persons are entitled to declare such Indebtedness
to be), due and payable before its stated maturity or before its regularly scheduled dates of payment, or (iii) as a consequence
of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Indebtedness
to convert such Indebtedness into Equity Interests), (x) the Parent Guarantor or any of its Subsidiaries has become obligated to
purchase or repay Indebtedness before its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding
principal amount of at least US$20,000,000 (or its equivalent in the relevant currency of payment), or (y) one or more Persons have the
right to require the Parent Guarantor or any of its Subsidiaries so to purchase or repay such Indebtedness;
or


 


(g)  (x)
any Obligor or any Subsidiary (i) is generally not paying, or admits in writing its inability to pay, its debts as they become
due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization,
judicial or extrajudicial recovery or arrangement or any other petition in bankruptcy, for liquidation, or to take advantage of any
bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the
benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, liquidator, special controller,
provisional administrator, official receiver, trustee or other officer with similar powers with respect to it or with respect to any
substantial part of its property, (v) is adjudicated as insolvent or is otherwise unable to pay its debts, to be liquidated or
(vi) takes corporate, limited liability company, limited partnership or other entity action for the purpose of any of the
foregoing; and (y) in the case of any Obligor or any Subsidiary organized under the laws of Luxembourg, (A) the occurrence of a
state of cessation of payments (cessation de payments) and the loss of commercial creditworthiness (ébranlement de
credit), (B) the institution of bankruptcy proceedings (faillite) under articles 437ff of the Luxembourg Code of
Commerce, the filing for relief under the suspension of payments procedure (sursis de paiement) of articles 593ff of the
Luxembourg Code of Commerce, or any composition proceedings (concordat préventif de faillite) under the Luxembourg law
of 14 April 1886, as amended, (C) the opening of controlled management proceedings (gestion contrôlée) as
defined in the Luxembourg Grand-Ducal Decree dated 24 May 1935, (D) the institution of any proceedings for judicial liquidation
(liquidation judiciaire) under article 1200-1 of the Luxembourg law dated 10 August 1915 on commercial companies, as amended,
(E) the obtaining of a moratorium in respect of any of its indebtedness or for the purpose of proposing a company voluntary
arrangement with creditors, any other re-organisation proceedings or proceedings affecting the rights of creditors generally, (F) an
application has been made by it or by any other Person for the appointment of an insolvency receiver (curateur), surveyor
judge (juge commissaire), delegated judge (juge délégué), commissioner (commissaire),
liquidator (liquidateur), judicial administrator (administrateur judiciaire), temporary administrator (administrateur
provisoire ou ad hoc), conciliator (conciliateur) or other similar officer pursuant to any insolvency or similar
proceedings, (G) an application has been made by it for opening of any voluntary liquidation and dissolution proceedings under
articles 1100-1 et seqq. of the Luxembourg law dated 10 August 1915 on commercial companies, as amended, or (H) such Obligor or
Subsidiary takes corporate, limited liability company, limited partnership or other entity action for the purpose of any of the
foregoing; or


 






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(h)
a court or other Governmental Authority of competent jurisdiction enters an order appointing, without consent by any Obligor or
any Subsidiary, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial
part of its property, or constituting an order for relief or approving a petition for relief or reorganization, judicial or extrajudicial
recovery or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy, judicial or extrajudicial recovery
or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of any Obligor or any Subsidiary, or any
such petition shall be filed against any Obligor or any Subsidiary and such petition shall not be dismissed within 60 days; or


 


(i)
any event occurs with respect to any Obligor or any Subsidiary which under the laws of any jurisdiction is analogous to any of
the events described in Section 11(g) or Section 11(h), provided that the applicable grace period, if any, which shall apply shall
be the one applicable to the relevant proceeding which most closely corresponds to the proceeding described in Section 11(g) or Section
11(h); or


 


(j) one or
more final judgments or orders for the payment of money aggregating in excess of US$20,000,000 (or its equivalent in the relevant
currency of payment), including any such final order enforcing a binding arbitration decision, are rendered against one or more of
the Obligors and their respective Subsidiaries and which judgments are not, within 90 days (or such longer period as agreed by the
Required Holders acting reasonably) after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within
90 days (or such longer period as agreed by the Required Holders acting reasonably) after the expiration of such stay; or


 


(k)
if (i) any Plan shall fail to satisfy the minimum funding standards of section 302 of ERISA or Section 412 of the Code for
any plan year or part thereof or a waiver of such standards is sought or granted under section 412 of the Code, (ii) a notice of
intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted
proceedings under section 4042 of ERISA to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified any Obligor
or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) there is any “amount of unfunded benefit
liabilities” (within the meaning of section 4001(a)(18) of ERISA) under one or more Plans, determined in accordance with Title IV
of ERISA, (iv) the aggregate present value of accrued benefit liabilities under all funded Non-U.S. Plans exceeds the aggregate current
value of the assets of such Non-U.S. Plans allocable to such liabilities, (v) any Obligor or any ERISA Affiliate shall have incurred
or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code
relating to employee benefit plans, (vi) any Obligor or any ERISA Affiliate withdraws from any Multiemployer Plan, (vii) any
Obligor or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a
manner that would increase the liability of any Obligor or any of its Subsidiaries thereunder, (viii) any Obligor or any Subsidiary fails
to administer or maintain a Non-U.S. Plan in compliance with the requirements of any and all applicable laws, statutes, rules, regulations
or court orders or any Non-U.S. Plan is involuntarily terminated or wound up, or (ix) any Obligor or any of its Subsidiaries becomes subject
to the imposition of a financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity
or otherwise) with respect to one or more Non-U.S. Plans; and any such event or events described in clauses (i) through (ix) above, either
individually or together with any other such event or events, would reasonably be expected to have a Material Adverse Effect; or


 


(l)
a Change of Control shall have occurred; or


 


(m)
an event or situation shall occur or exist that, in the discretion of the Required Holders, results in a Material Adverse Effect;
or


 


(n)
the Guaranty of any Guarantor provided in Section 15 shall cease to be in full force and effect, any Guarantor or any Person acting
on behalf of any Guarantor shall contest in any manner the validity, binding nature or enforceability of any such Guaranty, or the obligations
of any Guarantor under such Guaranty are not or cease to be legal, valid, binding and enforceable in accordance with the terms of Section
15 (except as permitted by Section 9.7(c) and in accordance with the express terms of this Agreement); or


 






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(o) any
Governmental Authority of any jurisdiction in which any Obligor or any Subsidiary is organized or has material operations shall take
any action, whether legal or de facto, to (i) condemn, seize, nationalize or expropriate all or any substantial portion of the
property (including, without limitation, its Equity Interests) of any Obligor or any Subsidiary or any material property of any
Obligor or any Subsidiary, (ii) assume custody or control of all or any substantial portion of the property of any Obligor or any
Subsidiary or any material property of any Obligor or any Subsidiary, or of the business or operations of any Obligor or any
Subsidiary, or (iii) dissolve or disestablish any Obligor or any Subsidiary or otherwise prevent any Obligor or any Subsidiary from
carrying on its business or any substantial part thereof; or


 


(p)
any Governmental Authority of any jurisdiction in which the Parent Guarantor or any of its Subsidiaries is organized or has material
operations shall take any action, whether legal or de facto, to revoke, terminate or cease to renew any material license, authorization,
permit or approval and any such action or inaction, either individually or together with any other such event or events, could reasonably
be expected to have a Material Adverse Effect, unless such material license, authorization, permit or approval shall have been extended
or replaced by the Parent Guarantor or any of its Subsidiaries with an analogous license, authorization, permit or approval, in each case
within 60 days thereafter; or


 


(q)
(i) any Finance Document shall at any time be suspended, revoked or terminated or for any reason cease to be valid and binding
or in full force and effect (in each case, other than upon expiration in accordance with the terms thereof or for a termination resulting
from the full performance of the obligations under such Finance Document), (ii) the performance by any Obligor of any of its obligations
under any Finance Document to which such Obligor is a party shall become unlawful or any Obligor shall so assert in writing or (iii) the
validity or enforceability of any Finance Document shall be contested by any Obligor in writing or by any Governmental Authority.


 


As used in Section 11(k) above, the terms “employee
benefit plan” and “employee welfare benefit plan” shall have the respective meanings assigned to such terms
in section 3 of ERISA.


 


Without limiting the remedies
of the holder of the Notes hereunder and under applicable law and without prejudice to any action or remedy against the Obligors, Section
11(g), Section 11(h) and Section 11(i) shall not (1) prevent the Obligors from commencing any proceeding or filing any petition in Colombia
under Colombian bankruptcy laws; (2) be construed to mean that the purpose of Section 11(g), Section 11(h) and Section 11(i) is to prevent
or restrict, directly or indirectly, the commencement of proceedings against the Obligors in Colombia under Colombian bankruptcy laws;
(3) prohibit the Obligors from negotiating or entering into a restructuring agreement under Colombian bankruptcy laws; or (4) impose any
restrictions, prohibitions or disadvantageous effects (efectos desfavorables) on the Obligors for the negotiation or execution
of a restructuring agreement under Colombian bankruptcy laws.


 






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 Section 12. Remedies on Default, Etc.




 


Section 12.1
Acceleration.


 


(a)
 If an Event of Default with respect to any Obligor described in Section 11(g), (h) or (i) (other than an Event of Default described
in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause
(i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable.


 


(b)
If any other Event of Default has occurred and is continuing, the Required Holders may at any time at their option, by notice or
notices to the Company, declare all the Notes then outstanding to be immediately due and payable.


 


(c)
If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of Notes at the
time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare
all the Notes held by it or them to be immediately due and payable.


 


(d)
Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith
mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including interest accrued
thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount), shall all be immediately due
and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. Each Obligor
acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from
repayment by the Obligors (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount is intended
to provide compensation for the deprivation of such right under such circumstances.


 


Section 12.2
Other Remedies. If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have
become or have been declared immediately due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed
to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the
specific performance of any agreement contained herein or in any other Finance Document, or for an injunction against a violation of any
of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.


 


Section 12.3
Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required
Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have
paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and payable and
are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and
(to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the
Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events
of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been
cured or have been waived pursuant to Section 19, and (d) no judgment or decree has been entered for the payment of any monies due
pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event
of Default or Default or impair any right consequent thereon.


 






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Section 12.4
No Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no delay on the part of any holder of any Note
in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or
remedies. No right, power or remedy conferred by any Finance Document upon any holder thereof shall be exclusive of any other right, power
or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the
obligations of the Obligors under Section 17, the Obligors will pay to the holder of each Note on demand such further amount as shall
be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including
reasonable attorneys’ fees, expenses and disbursements and any Court Filing Duty.


 


 Section 13. Tax Indemnification; FATCA Information.




 


(a)
All payments whatsoever under this Agreement, the Notes and the other Finance Documents will be made by the relevant Obligor in
lawful currency of the United States of America free and clear of, and without liability for withholding or deduction for or on account
of, any present or future Taxes of whatever nature imposed or levied by or on behalf of any jurisdiction other than the United States
of America (or any political subdivision or taxing authority of or in such jurisdiction) (hereinafter a “Taxing Jurisdiction”),
unless the withholding or deduction of such Tax is required by law.


 


(b)
If any deduction or withholding for any Tax of a Taxing Jurisdiction shall at any time be required from any amounts to be paid
by any Obligor under any Finance Document, the relevant Obligor will pay to the relevant Taxing Jurisdiction the full amount required
to be withheld, deducted or otherwise paid before penalties attach thereto or interest accrues thereon and pay to each holder of a Note
such additional amounts as may be necessary in order that the net amounts paid to such holder pursuant to the terms of such Finance Document
after such deduction, withholding or payment (including any required deduction or withholding of Tax on or with respect to such additional
amount), shall be not less than the amounts then due and payable to such holder under the terms of such Finance Document before the assessment
of such Tax, provided that no payment of any additional amounts shall be required to be made for or on account of:


 


(i) any Tax that
would not have been imposed but for the existence of any present or former connection between such holder (or a fiduciary, settlor,
beneficiary, member of, shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership
or corporation or any Person other than the holder to whom the Notes or any amount payable thereon is beneficially owned or
attributable for the purposes of such Tax) and the Taxing Jurisdiction, other than the mere holding of the relevant Note or the
receipt of payments thereunder or in respect thereof or the exercise of remedies in respect thereof, including such holder (or such
other Person described in the above parenthetical) being or having been a citizen or resident thereof, or being or having been
present or engaged in trade or business therein or having or having had an establishment, office, fixed base or branch therein, provided
that this exclusion shall not apply with respect to a Tax that would not have been imposed but for the relevant Obligor, after the
date of this Agreement (or, in the case of any Additional Subsidiary Guarantor, after the date such Additional Subsidiary Guarantor
becomes a Subsidiary Guarantor), opening an office in, moving an office to, reincorporating in, or changing the Taxing Jurisdiction
from or through which payments on account of any Finance Document are made to, the Taxing Jurisdiction imposing the relevant
Tax;


 






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(ii)
any Tax that would not have been imposed but for the delay or failure by such holder (following a written request by the applicable
Obligor) in the filing with the relevant Taxing Jurisdiction or delivery to the applicable Obligor of Forms (as defined below) that are
required to be filed by such holder or delivered to the applicable Obligor to avoid or reduce such Taxes (including for such purpose any
refilings or renewals of filings that may from time to time be required by the relevant Taxing Jurisdiction), provided that the
filing or delivery of such Forms would not (in such holder’s reasonable judgment) impose any unreasonable burden (in time, resources
or otherwise) on such holder or result in any confidential or proprietary income tax return information being revealed, either directly
or indirectly, to any Person and such delay or failure could have been lawfully avoided by such holder, and provided further that
such holder shall be deemed to have satisfied the requirements of this clause (b)(ii) upon the good faith completion and submission or
delivery of such Forms (including refilings or renewals of filings) as may be specified in a written request of the applicable Obligor
no later than 60 days after receipt by such holder of such written request (accompanied by copies of such Forms and related instructions,
if any, all in the English language or with an English translation thereof);


 


(iii)
Tax imposed under FATCA;


 


(iv)
a Tax that is imposed by the so-called Luxembourg Relibi Law dated 23 December 2005, as amended;


 


(v)
any Tax that is imposed other than by way of deduction or withholding; or


 


(vi)
any combination of clauses (i), (ii), (iii), (iv) and (v) above;


 


provided
further that in no event shall any Obligor be obligated to pay such additional amounts to any holder or beneficial owner of a
Note (i) not resident in the United States of America or any other jurisdiction in which an original Purchaser is resident for tax
purposes on the date of this Agreement in excess of the amounts that such Obligor would be obligated to pay if such holder or
beneficial owner had been a resident of the United States of America or such other jurisdiction, as applicable, for purposes of, and
eligible for the benefits of, any double taxation treaty from time to time in effect between the United States of America or such
other jurisdiction and the relevant Taxing Jurisdiction or (ii) registered in the name of a nominee if under the law of the relevant
Taxing Jurisdiction (or the current regulatory interpretation of such law) securities held in the name of a nominee do not qualify
for an exemption from the relevant Tax and such Obligor shall have given timely notice of such law or interpretation to such
holder.


 






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(c)
By acceptance of any Note, the holder of such Note agrees, subject to the limitations of clause (b)(ii) above, that it will from
time to time with reasonable promptness (x) duly complete and deliver to or as reasonably directed by any Obligor all such forms, certificates,
sworn statements, documents and returns provided to such holder by such Obligor (collectively, together with instructions for completing
the same, “Forms”), duly notarized and apostilled if applicable, required to be filed by or on behalf of or furnished
by such holder in order to avoid or reduce any such Tax pursuant to the provisions of an applicable statute, regulation or administrative
practice of the relevant Taxing Jurisdiction or of a tax treaty between the United States of America and such Taxing Jurisdiction and
(y) provide the applicable Obligor with such information with respect to such holder as such Obligor may reasonably request in order to
complete any such Forms, provided that nothing in this Section 13 shall require any holder to provide information with respect
to any such Form or otherwise if in the opinion of such holder such Form or disclosure of information would involve the disclosure of
tax return or other information that is confidential or proprietary to such holder, and provided further that each such holder
shall be deemed to have complied with its obligation under this paragraph with respect to any Form if such Form shall have been duly completed
and delivered by such holder to the relevant Obligor or mailed to the appropriate taxing authority, whichever is applicable, within 60
days following a written request of such Obligor (which request shall be accompanied by copies of such Form and English translations of
any such Form not in the English language) and, in the case of a transfer of any Note, at least 90 days prior to the relevant interest
payment date.


 


(d)
On or before the date of the Closing the Company will furnish each Purchaser with copies of the appropriate Form (and English translation
if required as aforesaid) currently required to be filed in Colombia pursuant to Section 13(b)(ii), if any, and in connection with the
transfer of any Note the Company will furnish the transferee of such Note with copies of any Form and English translation then required.


 


(e)
If any payment is made by any Obligor to or for the account of the holder of any Note after deduction for or on account of any
Taxes, and increased payments are made by such Obligor pursuant to this Section 13, then, if such holder at its discretion (acting reasonably)
determines that it has received or been granted a refund of such Taxes, such holder shall, to the extent that it can do so without prejudice
to the entitlement to the amount of such refund from the relevant taxing authority, reimburse to such Obligor such amount as such holder
shall, in its discretion (acting reasonably), determine to be attributable to the relevant Taxes or deduction or withholding. Nothing
herein contained shall interfere with the right of the holder of any Note to arrange its tax affairs in whatever manner it thinks fit
and, in particular, no holder of any Note shall be under any obligation to claim relief from its corporate profits or similar tax liability
in respect of such Tax in priority to any other claims, reliefs, credits or deductions available to it or (other than as set forth in
Section 13(b)(ii)) oblige any holder of any Note to disclose any information relating to its tax affairs or any computations in respect
thereof.


 






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(f)
 The applicable Obligor will furnish the holders of Notes, promptly and in any event within 60 days after the date of any payment
by such Obligor of any Tax in respect of any amounts paid under any Finance Document, the original tax receipt issued by the relevant
taxation or other authorities involved for all amounts paid as aforesaid (or if such original tax receipt is not available or must legally
be kept in the possession of such Obligor, a duly certified copy of the original tax receipt or any other reasonably satisfactory evidence
of payment), together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time
by any holder of a Note.


 


(g)
Notwithstanding Section 13(b)(v), if any Obligor is required by any applicable law, as modified by the practice of the taxation
or other authority of any relevant Taxing Jurisdiction, to make any deduction or withholding of any Tax in respect of which such Obligor
would be required to pay any additional amount under this Section 13 (including as a result of the representation in Section 5.9(b) being
incorrect), but for any reason does not make such deduction or withholding with the result that a liability in respect of such Tax is
assessed directly against the holder of any Note, and such holder pays such liability, then such Obligor will promptly reimburse such
holder for such payment (including any related interest, penalties and costs or expenses) upon demand by such holder accompanied by an
official receipt (or a duly certified copy thereof) issued by the taxation or other authority of the relevant Taxing Jurisdiction.


 


(h)
If any Obligor makes payment to or for the account of any holder of a Note pursuant to this Section 13 and such holder is entitled
to a refund of the Tax to which such payment is attributable upon the making of a filing (other than a Form described above), then such
holder shall, as soon as practicable after receiving written request from such Obligor (which shall specify in reasonable detail and supply
the refund forms to be filed) use reasonable efforts to complete and deliver such refund forms to or as directed by such Obligor, subject,
however, to the same limitations with respect to Forms as are set forth above.


 


(i)
The obligations of the Obligors under this Section 13 shall survive the payment or transfer of any Note and the provisions of this
Section 13 shall also apply to successive transferees of the Notes.


 


(j) By
acceptance of any Note, the holder of such Note agrees that such holder will with reasonable promptness duly complete and deliver to
the applicable Obligor, or to such other Person as may be reasonably requested by such Obligor, from time to time (i) in the case of
any such holder that is a United States Person, such holder’s United States tax identification number or other Forms
reasonably requested by such Obligor necessary to establish such holder’s status as a United States Person under FATCA and as
may otherwise be necessary for such Obligor to comply with its obligations under FATCA and (ii) in the case of any such holder that
is not a United States Person, such documentation prescribed by applicable law (including as prescribed by section 1471(b)(3)(C)(i)
of the Code) and such additional documentation as may be necessary for such Obligor to comply with its obligations under FATCA and
to determine that such holder has complied with such holder’s obligations under FATCA or to determine the amount (if any) to
deduct and withhold from any such payment made to such holder. Nothing in this Section 13(j) shall require any holder to provide
information that is confidential or proprietary to such holder unless the applicable Obligor is required to obtain such information
under FATCA and, in such event, such Obligor shall treat any such information it receives as confidential.


 






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(k)
The Obligors shall pay and, within three Business Days of demand, indemnify each original Purchaser or holder against any cost,
loss or liability that original Purchaser or holder incurs in relation to all stamp duty, registration and other similar Taxes payable,
in respect of any Finance Document, other than any stamp duty, registration and other similar Taxes and fees payable on or by reference
to or in consequence of the transfer or assignment of the whole or any part of the rights of a Purchaser under a Finance Document and
any Luxembourg registration duties (droits d’enregistrement) payable due to the registration of the Notes or any Finance
Document, when such registration is not required to maintain or preserve the rights of the original purchaser or holder under that Finance
Document.


 


 Section 14. Registration; Exchange; Substitution of Notes.




 


Section 14.1
Registration of Notes. The Company shall keep at its principal executive office a register for the registration and registration
of transfers of Notes (the “Register”). The name and address of each holder of one or more Notes, each transfer thereof
and the name and address of each transferee of one or more Notes shall be registered in the Register. If any holder of one or more Notes
is a nominee, then (a) the name and address of the beneficial owner of such Note or Notes shall also be registered in the Register as
an owner and holder thereof and (b) at any such beneficial owner’s option, either such beneficial owner or its nominee may execute
any amendment, waiver or consent pursuant to this Agreement. Prior to due presentment for registration of transfer, the Person in whose
name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company
shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Note that is an Institutional
Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.


 


Section 14.2 Transfer
and Exchange of Notes. Upon surrender of any Note to the Company at the address and to the attention of the designated officer
(all as specified in Section 20(a)(iii)), for registration of transfer or exchange (and in the case of a surrender for registration
of transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such
holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices
of each transferee of such Note or part thereof), within 10 Business Days thereafter, the Company shall execute and deliver, at the
Company’s expense, one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal
amount equal to the unpaid principal amount of the surrendered Note. In the case of a surrender for registration of transfer of all
of a holder’s Notes, such Note(s) shall be surrendered to the Company in accordance with the preceding sentence together with
the related Pagaré and Instruction Letter and, within 10 Business Days thereafter, the Company and the Guarantors
shall execute and deliver, at the Company’s expense, a new Pagaré and Instruction Letter for such Note(s),
notarized by a Colombian notary public. Each such new Note and Pagaré shall be payable to such Person as such holder
may request and shall be substantially in the forms of Schedule 1-A and Schedule 1-B, respectively. Each such new Instruction Letter
shall be in favor of such Person as such holder may request and shall be substantially in the form of Schedule 1-C. Each such new
Note and Pagaré shall be dated and bear interest from the date to which interest shall have been paid on the
surrendered Note and Pagaré (or dated the date of the surrendered Note and Pagaré if no interest shall
have been paid thereon). The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed
in respect of any such transfer of Notes and Pagarés, if applicable. Notes shall not be transferred in denominations
of less than US$100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of
Notes, one Note may be in a denomination of less than US$100,000. Any transferee, by its acceptance of a Note registered in its name
(or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2. Each Purchaser and holder of
a Note, by its acceptance of a Note, will be deemed to have agreed that such Purchaser or holder of a Note, as applicable, will not
sell or otherwise transfer any Note to any Person organized or resident for tax purposes in Colombia.


 






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Section 14.3
Replacement of Notes, Pagarés and Instruction Letters. Upon receipt by the Company at the address and to the
attention of the designated officer (all as specified in Section 20(a)(iii)) of evidence reasonably satisfactory to it of the ownership
of and the loss, theft, destruction or mutilation of any Note, Pagaré and/or Instruction Letter (which evidence shall be,
in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction
or mutilation), and


 


(a)
evidence of the compliance by the relevant holder with the requirements of Article 398 of the Colombian General Process Code (Código
General del Proceso), and


 


(b)
(i) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the relevant
holder is, or is a nominee for, an original Purchaser or another holder of a Note with a minimum net worth of at least US$50,000,000 or
a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or (ii)
in the case of mutilation, upon surrender and cancellation thereof,


 


within 10 Business Days thereafter, the Company
and the Guarantors, as applicable, at the Company’s expense, shall execute and deliver, in lieu thereof, a new Note, Pagaré
and/or Instruction Letter, as applicable, notarized by a Colombian notary public in the case of a Pagaré or Instruction
Letter only, in the case of an Instruction Letter dated the date to which interest shall have been paid on the related Pagaré
(or dated the date of the related Pagaré if no interest shall have been paid thereon), and in the case of a Note or a Pagaré
dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or Pagaré
(or dated the date of such lost, stolen, destroyed or mutilated Note or Pagaré if no interest shall have been paid thereon).


 


 Section 15. Guaranty.




 


Section 15.1
Unconditional Guaranty.


 


(a) In
consideration of the execution and delivery of this Agreement and the purchase of the Notes by each of the Purchasers, each
Guarantor hereby irrevocably, absolutely, unconditionally and jointly and severally with the other Guarantors guarantees to each
holder, as a primary obligor and not merely as a surety, the due and punctual payment in full of (i) the principal of, Make-Whole
Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or
the commencement of any insolvency, reorganization, judicial or extrajudicial recovery or like proceeding, whether or not a claim
for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the
same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or
otherwise), (ii) any other sums which may become due and payable under the terms and provisions of the Notes, this Agreement, any
other Finance Document or any other instrument referred to herein or therein, and (iii) in the case of the Parent Guarantor, the
performance of all other obligations to be performed by the Company under this Agreement (all such obligations described in clauses
(i), (ii) and (iii) above are herein called the “Guaranteed Obligations”). The Guaranty in the preceding sentence
is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon
any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor) or
upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay when due any of
such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the holders entitled thereto, without demand,
presentment, protest or notice of any kind, in lawful currency of the United States of America, pursuant to the requirements for
payment specified in the Notes and this Agreement,. Each default in payment of any of the Guaranteed Obligations shall give rise to
a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor
agrees that the Notes issued in connection with this Agreement may (but need not) make reference to the Guaranty provided in this
Section 15. Notwithstanding anything to the contrary in this Agreement or in any other Finance Document, the maximum liability of
the Guarantors under this Agreement and under the other Finance Documents shall not exceed an amount equal to the total aggregate
outstanding obligations of the Company under the Finance Documents and the term “Guaranteed Obligations” shall be so
interpreted and limited.


 






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(b)
Each Guarantor agrees to pay when due and to indemnify and save each holder harmless from and against any damage, loss, cost or
expense (including attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (i) any
breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence
of any default under, the Notes, this Agreement, any other Finance Document or any other instrument referred to herein or therein, together
with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default,
(ii) any legal action commenced to challenge the validity or enforceability of the Notes, this Agreement, any other Finance Document or
any other instrument referred to herein or therein and (iii) enforcing or defending (or determining whether or how to enforce or defend)
the provisions of this Section 15.


 


(c) Each Guarantor
hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any
other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and this Agreement.


 


(d)
Each Guarantor incorporated under the laws of Colombia expressly waives any defense, benefit or protection granted by Articles
2383 (beneficio de excusión) and 2392 (beneficio de division) of the Colombian Civil Code (Código Civil
Colombiano). Each such Guarantor also waives any defense or right to not perform under this Section 15 on the basis of not having
received any consideration or economic benefit as an inducement to grant the Guaranty set forth herein and declares and accepts that the
obligations set forth in the Finance Documents shall be paid by such Guarantor even if such obligations become obligaciones naturales
of the Company under Colombian law.


 


(e)
Each Guarantor incorporated under the laws of Brazil hereby irrevocably and unconditionally waives, to the fullest extent permitted
by law, any benefits to which it may be entitled as set forth in articles 333 (sole paragraph), and articles 364, 366, 368, 371, 821,
824, 827, 829, 830, 834, 835, 837, 838 and 839 of the Brazilian Civil Code, and Articles 130 and 794 of the Brazilian Code of Civil Procedure.


 


(f)
Each Guarantor incorporated under the laws of Malta expressly waives any defense, benefit or protection granted by Article 1934
(benefit of discussion) and Article 1937 (benefit of division) of the Maltese Civil Code (Chapter 16, Laws of Malta) and expressly hereby
renounces both such benefits for the purposes of Article 1935(a) and Article 1937(2) of the Maltese Civil Code. For the avoidance of doubt,
the Guaranty provided by any Guarantor incorporated under the laws of Malta in this Section 15 does not apply to any liability to the
extent that it would result in this Guaranty constituting unlawful financial assistance within the meaning of article 110 of the Maltese
Companies Act (Chapter 386 of the Laws of Malta).


 


(g)
Each Guarantor incorporated under the laws of El Salvador hereby irrevocably and unconditionally waives, to the fullest extent
permitted by law, any benefits to which it may be entitled as set forth in Article 2107 (beneficio de excusión) of the El
Salvador Civil Code.


 






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Section 15.2
Obligations Absolutea. The obligations of each Guarantor hereunder shall be primary, absolute, irrevocable and unconditional,
irrespective of the validity or enforceability of the Notes, this Agreement, any other Finance Document or any other instrument
referred to herein or therein, shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim such
Guarantor may have against the Company or any holder or otherwise, and shall remain in full force and effect (to the extent
permitted by applicable law) without regard to, and shall not be released, discharged or in any way affected by, any circumstance or
condition whatsoever (whether or not such Guarantor shall have any knowledge or notice thereof), including, without limitation: (a)
any amendment to, modification of, supplement to or restatement of the Notes, this Agreement, any other Finance Document or any
other instrument referred to herein or therein (it being agreed that the obligations of each Guarantor hereunder shall apply to the
Notes, this Agreement, any other Finance Document or any such other instrument as so amended, modified, supplemented or restated) or
any assignment or transfer of any thereof or of any interest therein, or any furnishing, acceptance or release of any security for
the Notes or the addition, substitution or release of any other Guarantor or any other entity or other Person primarily or
secondarily liable in respect of the Guaranteed Obligations; (b) any waiver, consent, extension, indulgence or other action or
inaction under or in respect of the Notes, this Agreement, any other Finance Document or any other instrument referred to herein or
therein; (c) any bankruptcy, insolvency, arrangement, reorganization, judicial or extrajudicial recovery, readjustment, composition,
liquidation or similar proceeding with respect to the Company or any Guarantor or the property of the Company or any Guarantor; (d)
any merger, amalgamation or consolidation of any Guarantor or of the Company into or with any other Person or any sale, lease or
transfer of any or all of the assets of any Guarantor or of the Company to any Person; (e) any failure on the part of the Company
for any reason to comply with or perform any of the terms of any other agreement with any Guarantor; (f) any failure on the part of
any holder to obtain, maintain, register or otherwise perfect any security; or (g) any other event or circumstance which might
otherwise constitute a legal or equitable discharge or defense of a guarantor (whether or not similar to the foregoing), and in any
event however material or prejudicial it may be to any Guarantor or to any subrogation, contribution or reimbursement rights any
Guarantor may otherwise have. Each Guarantor covenants that its obligations hereunder will not be discharged except by indefeasible
payment in full in cash of all of the Guaranteed Obligations in the agreed currency and at the agreed place of payment or, in the
case of a Subsidiary Guarantor, in accordance with Section 9.7(c).


 


Section 15.3
Waiver. Each Guarantor unconditionally waives to the fullest extent permitted by applicable law, (i) notice of acceptance hereof,
of any action taken or omitted in reliance hereon and of any default by the Company in the payment of any amounts due under the Notes,
this Agreement, any other Finance Document or any other instrument referred to herein or therein, and of any of the matters referred to
in Section 15, (ii) all notices which may be required by statute, rule of law or otherwise to preserve any of the rights of any holder
against such Guarantor, including, without limitation, presentment to or demand for payment from the Company or any Guarantor with respect
to any Note, notice to the Company or to any Guarantor of default or protest for nonpayment or dishonor and the filing of claims with
a court in the event of the bankruptcy or insolvency of the Company, (iii) any right to require any holder to enforce, assert or exercise
any right, power or remedy including, without limitation, any right, power or remedy conferred in this Agreement or the Notes, (iv) any
requirement for diligence on the part of any holder and (v) any other act or omission or thing or delay in doing any other act or thing
which might in any manner or to any extent vary the risk of such Guarantor or otherwise operate as a discharge of such Guarantor or in
any manner lessen the obligations of such Guarantor hereunder.


 






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Section 15.4
Obligations Unimpaired.


 


(a) Each
Guarantor authorizes the holders, without notice or demand to such Guarantor or any other Guarantor and without affecting its
obligations hereunder, from time to time: (i) to take and hold security for the payment of the Notes, this Agreement, any Finance
Document or any other instrument referred to herein or therein, for the performance of the Guaranty provided in this Section 15 or
otherwise for the Indebtedness guaranteed hereby and to exchange, enforce, waive, subordinate and release any such security; (ii) to
apply any such security and to direct the order or manner of sale thereof as the holders in their sole discretion may determine;
(iii) to obtain additional or substitute endorsers or guarantors or release any other Guarantor or any other Person or entity
primarily or secondarily liable in respect of the Guaranteed Obligations; (iv) to exercise or refrain from exercising any rights
against the Company, any Guarantor or any other Person; and (v) to apply any sums, by whomsoever paid or however realized, to the
payment of the Guaranteed Obligations and all other obligations owed hereunder. The holders shall have no obligation to proceed
against any additional or substitute endorsers or guarantors or to pursue or exhaust any security provided by the Company, such
Guarantor or any other Guarantor or any other Person or to pursue any other remedy available to the holders. For the avoidance of
doubt, the holders may, subject to obtaining the Parent Guarantor’s prior consent, (i) renew, compromise, extend, accelerate
or otherwise change the time for payment of, all or any part of the Notes, this Agreement, any other Finance Document or any other
instrument referred to herein or therein or (ii) change any of the representations, covenants, events of default or any other terms
or conditions of or pertaining to the Notes, this Agreement, any other Finance Document or any other instrument referred to herein
or therein, including, without limitation, decreases or increases in amounts of principal, rates of interest, Make-Whole Amount, or
any other obligation in accordance with Section 19.


 


(b)
If an event permitting the acceleration of the maturity of the principal amount of any Notes shall exist and such acceleration
shall at such time be prevented or the right of any holder to receive any payment on account of the Guaranteed Obligations shall at such
time be delayed or otherwise affected by reason of the pendency against the Company, any Guarantor or any other guarantors of a case or
proceeding under a bankruptcy, reorganization, judicial or extrajudicial recovery or insolvency law, such Guarantor agrees that, for purposes
of this Agreement and its obligations hereunder, the maturity of such principal amount shall be deemed to have been accelerated with the
same effect as if the holder thereof had accelerated the same in accordance with the terms of this Agreement, and such Guarantor shall
forthwith pay such accelerated Guaranteed Obligations.


 


Section 15.5
Subrogation and Subordination.


 


(a)
Each Guarantor will not exercise any rights which it may have acquired by way of subrogation under this Section 15, by any payment
made hereunder or otherwise, or accept any payment on account of such subrogation rights, or any rights of reimbursement, setoff, counterclaim,
contribution or indemnity or any rights or recourse to any security for the Notes or this Section 15 unless and until all of the Guaranteed
Obligations shall have been indefeasibly paid in full in cash.


 


(b) Each
Guarantor hereby subordinates the payment of all Indebtedness and other obligations of the Company or any other guarantor of the
Guaranteed Obligations owing to such Guarantor, whether now existing or hereafter arising, including, without limitation, all rights
and claims described in clause (a) of this Section 15.5, to the indefeasible payment in full in cash of all of the Guaranteed
Obligations. If the Required Holders so request, while an Event of Default is continuing, any such Indebtedness or other obligations
shall be enforced and performance received by such Guarantor as trustee for the holders and the proceeds thereof shall be paid over
to the holders promptly, in the form received (together with any necessary endorsements) to be applied to the Guaranteed
Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in any
manner the liability of any Guarantor under this Section 15. Notwithstanding the foregoing, repayments can be made in accordance
with Section 10.10 while no Event of Default is continuing.


 






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(c)
If any amount or other payment is made to or accepted by any Guarantor in violation of any of the preceding clauses (a) and (b)
of this Section 15.5, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit
of, the holders and shall be paid over to the holders promptly, in the form received (together with any necessary endorsements) to be
applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing
or affecting in any manner the liability of such Guarantor under this Section 15.


 


(d)
Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this
Agreement and that its agreements set forth in this Section 15 (including this Section 15.5) are knowingly made in contemplation of such
benefits.


 


(e)
Each Guarantor hereby agrees that, to the extent that a Guarantor shall have paid an amount hereunder to any holder that is greater
than the net value of the benefits received, directly or indirectly, by such paying Guarantor as a result of the issuance and sale of
the Notes (such net value, its “Proportionate Share”), such paying Guarantor shall, subject to this Section 15.5, be
entitled to contribution from any Guarantor that has not paid its Proportionate Share of the Guaranteed Obligations. Any amount payable
as a contribution under this Section 15.5(e) shall be determined as of the date on which the related payment is made by such Guarantor
seeking contribution and each Guarantor acknowledges that the right to contribution hereunder shall constitute an asset of such Guarantor
to which such contribution is owed. Notwithstanding the foregoing, the provisions of this Section 15.5(e) shall in no respect limit the
obligations and liabilities of any Guarantor to the holders of the Notes under the Notes, this Agreement, any other Finance Document or
any other document, instrument or agreement executed in connection therewith, and each Guarantor shall remain jointly and severally liable
for the Guaranteed Obligations until discharged or such Guarantor has been released in accordance with this Section 15.


 


Section 15.6
Reinstatement of Guaranty. The Guaranty provided in this Section 15 shall continue to be effective, or be reinstated, as the
case may be, if and to the extent at any time payment, in whole or in part, of any of the sums due to any holder on account of the Guaranteed
Obligations is rescinded or must otherwise be restored or returned by a holder upon the insolvency, bankruptcy, dissolution, liquidation,
judicial or extrajudicial recovery or reorganization of the Company or any other guarantors, or upon or as a result of the appointment
of a custodian, receiver, trustee or other officer with similar powers with respect to the Company or any other guarantors or any part
of its or their property, or otherwise, all as though such payments had not been made.


 


Section 15.7 Term of
Guaranty. Subject to Section 9.7(c) in the case of any Subsidiary Guarantor, the Guaranty provided in this Section 15 and all
guarantees, covenants and agreements of the Guarantors contained herein shall continue in full force and effect and shall not be
discharged until such time as all of the Guaranteed Obligations shall be indefeasibly paid in full in cash and shall be subject to
reinstatement pursuant to Section 15.6.


 






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Section 15.8
Information Regarding the Company. Each Guarantor represents and warrants to each holder that (a) such Guarantor now has and
will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company,
(b) such Guarantor has executed and delivered this Agreement without reliance upon any representation by the holders including, without
limitation, with respect to (i) the due execution, validity, effectiveness or enforceability of any instrument, document or agreement
evidencing or relating to any of the Guaranteed Obligations or any loan or other financial accommodation made or granted to the Company,
(ii) the validity, genuineness, enforceability, existence, value or sufficiency of any property securing any of the Guaranteed Obligations
or the creation, perfection or priority of any lien or security interest in such property or (iii) the existence, number, financial condition
or creditworthiness of other guarantors or sureties, if any, with respect to any of the Guaranteed Obligations. No holder shall have any
duty or responsibility to provide any Guarantor with any credit or other information concerning the affairs, financial condition or business
of the Company which may come into possession of the holders.


 


 Section 16. Payments on Notes.




 


Section 16.1
Place of Payment. Subject to Section 16.2, payments of principal, Make-Whole Amount, if any, and interest becoming due and
payable on the Notes shall be made in New York, New York, United States of America at the principal office of JPMorgan Chase Bank, N.A.
in such jurisdiction. The Company may at any time, by notice to each holder of a Note, change the place of payment of the Notes so long
as such place of payment shall be either the principal office of the Company in such jurisdiction or the principal office of a bank or
trust company in such jurisdiction.


 


Section 16.2 Payment
by Wire Transfer. So long as any Purchaser or its nominee shall be the holder of any Note, and notwithstanding anything
contained in Section 16.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal,
Make-Whole Amount, if any, interest and all other amounts becoming due hereunder by the method and at the address specified for such
purpose below such Purchaser’s name in the Purchaser Schedule, or by such other method or at such other address as such
Purchaser shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender
of such Note (or the related Pagaré or Instruction Letter related to such Pagaré) or the making of any
notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or
prepayment in full of any Note, such Purchaser shall surrender such Note (in the case of a payment or prepayment in full of all of
such Purchaser’s Notes, together with the related Pagaré and the Instruction Letter related to such Pagaré)
for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of
payment most recently designated by the Company pursuant to Section 16.1. Prior to any sale or other disposition of any Note held by
a Purchaser or its nominee, such Purchaser will, at its election, either endorse thereon the amount of principal paid thereon and
the last date to which interest has been paid thereon or surrender such Note (in the case of a sale or other disposition of all of
such Purchaser’s Notes, together with the related Pagaré and the Instruction Letter related to such Pagaré)
to the Company in exchange for a new Note or Notes (and a new Pagaré and Instruction Letter with respect to such Pagaré)
pursuant to Section 14.2. The Company will afford the benefits of this Section 16.2 to any Institutional Investor that is the
direct or indirect transferee of any Note purchased by a Purchaser under this Agreement and that has made the same agreement
relating to such Note as the Purchasers have made in this Section 16.2.


 






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 Section 17. Expenses, Etc.




 


Section 17.1
Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors will pay, or cause
to be paid, all costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the
Required Holders, local or other counsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions
and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes or any other Finance Document
(whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending
(or determining whether or how to enforce or defend) any rights under this Agreement, the Notes or any other Finance Document or in responding
to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes or any other
Finance Document, or by reason of being a holder of any Note, (b) the costs and expenses incurred by, or other payments required to be
made by, the Purchasers or other holders of the Notes under Section 24.7, (c) the costs and expenses, including financial advisors’
fees, incurred in connection with the insolvency, judicial or extrajudicial recovery or bankruptcy of any Obligor or any Subsidiary or
in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes or any other Finance Document,
and (d) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial
information with the SVO, provided that such costs and expenses under this clause (d) shall not exceed US$5,000. If required by the
NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI).


 


The Obligors will pay, and
will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any,
of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes),
(ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder
or otherwise charges to a holder of a Note with respect to a payment under such Note and (iii) any judgment, liability, claim, order,
decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation
of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, other than, in the case of clause
(iii) only, any claims, fees, indemnification payments or other amounts solely resulting from (a) such Purchaser or holder’s bad
faith, fraud, gross negligence or willful misconduct, as determined by a final non-appealable decision of a New York State or federal
court sitting in the Borough of Manhattan, the City of New York, or (b) such Purchaser or holder’s material breach of its obligations
under this Agreement, solely amongst the Purchasers and/or the holders.


 






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Section 17.2
Certain Taxes.


 


(a)
 Subject to Section 13(k), the Obligors agree to pay all stamp, documentary, court or similar taxes or fees which may be payable
in respect of the execution and delivery or the enforcement of this Agreement or any other Finance Document or the execution and delivery
or the enforcement of any of the Notes in the United States of America, Colombia, Luxembourg, Malta, Brazil, El Salvador or any other
jurisdiction of organization of any Obligor or any other jurisdiction where any Obligor has assets or of any amendment of, or waiver or
consent under or with respect to, this Agreement, any of the Notes or any other Finance Document and to pay any value added tax due and
payable in respect of reimbursement of costs and expenses by any Obligor pursuant to this Section 17, and will save each holder of a Note
to the extent permitted by applicable law harmless against any loss or liability resulting from nonpayment or delay in payment of any
such tax or fee required to be paid by the Obligors hereunder.


 


(b)
The Obligors agree to pay or, as applicable, reimburse each holder of a Note for any IOF/Exchange Tax that is paid or payable in
connection with any payment in respect of such holder’s Notes.


 


Section 17.3
Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each Obligor shall not assert, and
hereby waives, any claim against any Purchaser, any holder of a Note, or any Related Party of any of the foregoing Persons (collectively,
“Covered Persons”) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Finance Document or any
agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Note or the use of the proceeds thereof.
No Covered Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials
distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or
the other Finance Documents or the transactions contemplated hereby or thereby.


 


Section 17.4
Survival. The obligations of the Obligors under this Section 17 will survive the payment or transfer of any Note, the enforcement,
amendment or waiver of any provision of this Agreement, the Notes or any other Finance Document, and the termination of this Agreement.


 


 Section 18. Survival of Representations and Warranties; Entire Agreement.




 


All representations and warranties
contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of
any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note,
regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained
in any certificate or other instrument delivered by or on behalf of any Obligor pursuant to this Agreement shall be deemed representations
and warranties of such Obligor under this Agreement. Subject to the preceding sentence, this Agreement, the Notes, the Commitment Letter
and any other Finance Documents embody the entire agreement and understanding between each Purchaser and the Obligors and supersede all
prior agreements and understandings relating to the subject matter hereof.


 






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Section 19.
Amendment and Waiver.


 


Section 19.1
Requirements. This Agreement, the Notes, the Pagarés and the Instruction Letters may be amended, and the observance
of any term hereof or thereof may be waived (either retroactively or prospectively), only with the written consent of each Obligor and
the Required Holders, except that:


 


(a)
no amendment or waiver of any of Section 1, Section 2, Section 3, Section 4, Section 5, Section 6 or Section 23 hereof, or any
defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and


 


(b)
no amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding,
(i) subject to Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal
of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make-Whole Amount,
(ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver
or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions
to Closing that appear in Section 4, (iii) amend any of Section 8 (except as set forth in the second sentence of Section 8.2), Section
11(a), Section 11(b), Section 12, Section 13, Section 15, Section 19, Section 22 or Section 24.8, or (iv) limit the liability of any Guarantor
under its Guaranty provided in Section 15 (except, in the case of an Additional Subsidiary Guarantor, to the extent provided in its Subsidiary
Guarantor Joinder Agreement and agreed to by the Required Holders), or release any Guarantor from its Guaranty provided in Section 15
(except in accordance with Section 9.7(c)).


 


Section 19.2
Solicitation of Holders of Notes.


 


(a)
Solicitation. The Obligors will provide each Purchaser and each holder of a Note with sufficient information, sufficiently
far in advance of the date a decision is required, to enable such Purchaser and such holder to make an informed and considered decision
with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes or any other Finance
Document. The Obligors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to this
Section 19 or any other Finance Document to each Purchaser and each holder of a Note promptly following the date on which it is executed
and delivered by, or receives the consent or approval of, the requisite Purchasers or holders of Notes.


 


(b) Payment. No
Obligor will directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest,
fee or otherwise, or grant any security or provide other credit support, to any Purchaser or holder of a Note as consideration for
or as an inducement to the entering into by such Purchaser or holder of any waiver or amendment of any of the terms and provisions
hereof or of any Note or any other Finance Document unless such remuneration is concurrently paid, or security is concurrently
granted or other credit support concurrently provided, on the same terms, ratably to each Purchaser and each holder of a Note even
if such Purchaser or holder did not consent to such waiver or amendment.


 






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(c)
Consent in Contemplation of Transfer. Any consent given pursuant to this Section 19 or any other Finance Document by a holder
of a Note that has transferred or has agreed to transfer its Note to (i) any Obligor, (ii) any Subsidiary or any other Affiliate of any
Obligor or (iii) any other Person in connection with, or in anticipation of, such other Person acquiring, making a tender offer for or
merging with any Obligor and/or any of their respective Affiliates, in each case in connection with such consent, shall be void and of
no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would
not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired
under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.


 


Section 19.3
Binding Effect, Etc. Any amendment or waiver consented to as provided in this Section 19 or any other Finance Document applies
equally to all Purchasers and holders of Notes and is binding upon them and upon each future holder of any Note and upon each Obligor
without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or
affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent
thereon. No course of dealing between any Obligor and any Purchaser or holder of a Note and no delay in exercising any rights hereunder
or under any Note or any other Finance Document shall operate as a waiver of any rights of any Purchaser or holder of such Note.


 


Section 19.4
Notes Held by Obligors, Etc. Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate
principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement,
the Notes or any other Finance Document, or have directed the taking of any action provided herein or in the Notes or any other Finance
Document to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding,
Notes directly or indirectly owned by any Obligor or any Affiliate of an Obligor shall be deemed not to be outstanding.


 


 Section 20. Notices; English Language.




 


(a)
Except to the extent otherwise provided in Section 7.4, all notices and communications provided for hereunder shall be in writing
and sent (x) by e-mail or by facsimile if the sender on the same day sends a confirming copy of such notice by an internationally recognized
commercial delivery service (charges prepaid) or (y) by an internationally recognized commercial delivery service (charges prepaid). Any
such notice must be sent:


 


(i)
if to any Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications in the Purchaser
Schedule, or at such other address as such Purchaser or nominee shall have specified to the Company in writing,


 






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(ii)
 if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Company in
writing,


 


(iii)
if to the Company, to the Company at its address set forth at the beginning hereof to the attention of Grethel Ruth Moreno Romero,
or at such other address as the Company shall have specified to the holder of each Note in writing,


 


(iv)
if to the Parent Guarantor, to the Parent Guarantor, c/o the Company, at the address of the Company set forth at the beginning
hereof to the attention of Grethel Ruth Moreno Romero, or at such other address as the Parent Guarantor shall have specified to the holder
of each Note in writing, or


 


(v)
if to any Subsidiary Guarantor, to such Subsidiary Guarantor, c/o the Parent Guarantor, at the address of the Company set forth
at the beginning hereof to the attention of Grethel Ruth Moreno Romero, or at such other address as such Subsidiary Guarantor shall have
specified to the holder of each Note in writing.


 


Notices under this Section 20 will be deemed given
only when actually received.


 


(b)
Each document, instrument, financial statement, report, notice or other communication delivered in connection with this Agreement
shall be in English or accompanied by an English translation thereof.


 


(c)
This Agreement has been prepared and signed in English and the parties hereto agree that the English version hereof (to the maximum
extent permitted by applicable law) shall be the only version valid for the purpose of the interpretation and construction hereof notwithstanding
the preparation of any translation into another language hereof, whether official or otherwise or whether prepared in relation to any
proceedings which may be brought in Colombia, Luxembourg, Malta, Brazil, El Salvador or any other jurisdiction in respect hereof.


 


 Section 21. Reproduction of Documents.




 


This Agreement and all documents
relating thereto, including (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by any Purchaser
at the Closing (except the Notes, Pagarés and Instruction Letters themselves), and (c) financial statements, certificates
and other information previously or hereafter furnished to any Purchaser, may be reproduced by such Purchaser by any photographic, photostatic,
electronic, digital, or other similar process and such Purchaser may destroy any original document so reproduced. Each Obligor agrees
and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original
itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction
was made by such Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction
shall likewise be admissible in evidence. This Section 21 shall not prohibit any Obligor or any other holder of Notes from contesting
any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy
of any such reproduction.


 






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Section 22.
Confidential Information.


 


For the purposes of this Section
22, “Confidential Information” means information delivered to any Purchaser by or on behalf of any Obligor or any Subsidiary
in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature, including all
such information made available to a Purchaser or a holder in a data room and in response to due diligence questions and the Finance Documents;
provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to
the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any Person acting
on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by any Obligor or any Subsidiary
or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser
will maintain the confidentiality of such Confidential Information in accordance with procedures adopted and implemented by such Purchaser
in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may
deliver or disclose Confidential Information to (i) its directors, officers, employees, agents, attorneys, trustees and affiliates
(to the extent that such disclosure reasonably relates to the administration of the investment represented by its Notes) (ii) its auditors,
financial advisors and other professional advisors who agree to hold confidential the Confidential Information in accordance with this
Section 22, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part
thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be
bound by this Section 22), (v) any Person from which it offers to purchase any security of the Parent Guarantor or the Company (if such
Person has agreed in writing prior to its receipt of such Confidential Information to be bound by this Section 22), (vi) any federal or
state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization,
or any nationally recognized rating agency that, in each case, requires access to information about such Purchaser’s investment
portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with
any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection
with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such
Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection
of the rights and remedies under such Purchaser’s Notes, this Agreement or any other Finance Document. Each holder of a Note, by
its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 22 as though
it were a party to this Agreement. On reasonable request by an Obligor in connection with the delivery to any holder of a Note of information
required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this
Agreement or its nominee), such holder will enter into an agreement with the relevant Obligor embodying this Section 22.


 


In the event that as a
condition to receiving access to information relating to the Parent Guarantor or its Subsidiaries in connection with the
transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a
confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is
different from this Section 22, this Section 22 shall not be amended thereby and, as between such Purchaser or such holder and the
Obligors, this Section 22 shall supersede any such other confidentiality undertaking.


 






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The parties hereto acknowledge
and agree that this Agreement may be disclosed to (a) Bancolombia S.A. and Banco Davivienda S.A. and their respective directors (or equivalent
managers), officers, employees, attorneys, or other advisors, in each case, who have been informed of the confidential nature by the Company
and who have agreed to treat such information as confidential and (b) any federal or state regulatory authority having jurisdiction over
the Parent Guarantor or any Subsidiary (including, without limitation, the SEC, the Colombian Superintendence of Finance (Superintendencia
Financiera de Colombia) or any similar Governmental Authority or any securities exchange).


 


 Section 23. Substitution of Purchaser.




 


Each Purchaser shall have
the right to substitute any one of its Affiliates or another Purchaser or any one of such other Purchaser’s Affiliates (a “Substitute
Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which
notice shall be signed by both such Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement
to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the
representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in
this Section 23), shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser. In the event that such Substitute
Purchaser is so substituted as a Purchaser hereunder and such Substitute Purchaser thereafter transfers to such original Purchaser all
of the Notes then held by such Substitute Purchaser, upon receipt by the Company of notice of such transfer, any reference to such Substitute
Purchaser as a “Purchaser” in this Agreement (other than in this Section 23), shall no longer be deemed to refer to such Substitute
Purchaser, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder
of the Notes under this Agreement.


 


 Section 24. Miscellaneous.




 


Section 24.1
Successors and Assigns. All covenants and other agreements contained in this Agreement by or on behalf of any of the parties
hereto bind and inure to the benefit of their respective successors and assigns (including any subsequent holder of a Note) whether so
expressed or not, except that, subject to Section 10.2, no Obligor may assign or otherwise transfer any of its rights or obligations hereunder
or under the Notes or any other Finance Document without the prior written consent of each holder. Nothing in this Agreement, expressed
or implied, shall be construed to confer upon any Person (other than the parties hereto and their respective successors and assigns permitted
hereby) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


Section 24.2
Accounting Terms. All accounting terms used herein which are not expressly defined in this Agreement have the meanings
respectively given to them in accordance with IFRS. Except as otherwise specifically provided herein, (i) all computations made
pursuant to this Agreement shall be made in accordance with IFRS, and (ii) all financial statements shall be prepared in
accordance with IFRS. For purposes of determining compliance with this Agreement (including Section 9, Section 10, the definition of
“Indebtedness” and any Incorporated Provision), any election by any Obligor or any Subsidiary to measure any financial
liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Topic No.
825-10-25 – Fair Value Option, IFRS 9 – Financial Instruments, or any similar accounting standard) shall be disregarded
and such determination shall be made as if such election had not been made.


 






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Section 24.3
Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable
such provision in any other jurisdiction.


 


Section 24.4
Construction, Etc. Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent
of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision)
be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which
such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such
Person.


 


Defined terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed
to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning
and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time
amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications
set forth herein or in the other Finance Documents) and, for purposes of the Notes, shall also include any such notes issued in substitution
therefor pursuant to Section 14, (b) subject to Section 24.1, any reference herein to any Person shall be construed to include such
Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and
words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Sections and Schedules shall be construed to refer to Sections of, and Schedules to, this Agreement, and (e) any
reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented
from time to time.


 


Section 24.5
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which
together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but
together signed by all, of the parties hereto. Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic
method of transmission shall be equally as effective as delivery of an original executed counterpart hereof. Any party delivering an executed
counterpart of this Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart
hereof but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of
this Agreement.


 






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Section 24.6 Governing
Law. This Agreement
shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York
excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other
than such State.


 


Section 24.7
Jurisdiction and Process; Waiver of Jury Trial.


 


(a)
Each Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough
of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To
the fullest extent permitted by applicable law, each Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense
or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have
to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto expressly, unconditionally
and irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the
jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or
proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought
in an inconvenient forum. To the fullest extent permitted by applicable law, each of the parties hereto further expressly, unconditionally
and irrevocably waives any right to the jurisdiction of any other court over any suit, action or proceeding arising out of or relating
to this Agreement or the Notes to which such party may be entitled by reason of its present or future domicile or otherwise.


 


(b)
Each Obligor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding
of the nature referred to in Section 24.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal,
as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to
the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment.


 


(c)
Each Obligor consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature
referred to in Section 24.7(a) by mailing a copy thereof by registered, certified, priority or express mail, postage prepaid, return receipt
or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 20, to the
Process Agent, at 530 Seventh Avenue, Suite 508, New York, NY 10018, as its agent for the purpose of accepting service of any process
in the United States of America. Each Obligor agrees that such service upon receipt (i) shall be deemed in every respect effective
service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law,
be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received
as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.


 






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(d)
 Nothing in this Section 24.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or
limit any right that the holders of any of the Notes may have to bring proceedings against any Obligor in the courts of any appropriate
jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.


 


(e)
Each Obligor hereby irrevocably designates and appoints the Process Agent to receive for it, and on its behalf, service of process
in the United States of America.


 


(f)
The parties hereto hereby waive trial by
jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.


 


Section 24.8
Obligation to Make Payment in Dollars. Any payment on account of an amount that is payable hereunder or under the Notes in
Dollars which is made to or for the account of any holder in any other currency, whether as a result of any judgment or order or the enforcement
thereof or the realization of any security or the liquidation of any Obligor, shall constitute a discharge of the obligation of the relevant
Obligor under this Agreement or the Notes only to the extent of the amount of Dollars which such holder could purchase in the foreign
exchange markets in New York, New York, United States of America, with the amount of such other currency in accordance with normal banking
procedures at the rate of exchange prevailing on the New York Banking Day following receipt of the payment first referred to above. If
the amount of Dollars that could be so purchased is less than the amount of Dollars originally due to such holder, each Obligor agrees
to the fullest extent permitted by law, to indemnify and save harmless such holder from and against all loss or damage arising out of
or as a result of such deficiency. This indemnity shall, to the fullest extent permitted by law, constitute an obligation separate and
independent from the other obligations contained in this Agreement and the Notes, shall give rise to a separate and independent cause
of action, shall apply irrespective of any indulgence granted by such holder from time to time and shall continue in full force and effect
notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or under the Notes or under any judgment
or order. As used herein the term “New York Banking Day” shall mean any day other than Saturday or Sunday or a day
on which commercial banks are required or authorized by law to be closed in New York, New York, United States of America.


 


Section 24.9
Special Waiver; No Immunity.


 


(a)
To the extent that any Obligor may be entitled to the benefit of any provision of law requiring any holder in any suit, action
or proceeding brought in a court of Colombia, Luxembourg, Malta, Brazil, El Salvador or any other jurisdiction arising out of or in connection
with any of this Agreement or any other Finance Document, or the transactions contemplated hereby or thereby, to post security for litigation
costs or otherwise post a performance bond or guaranty, or to take any similar action, such Obligor hereby irrevocably waives such benefit,
in each case to the fullest extent now or hereafter permitted under the laws of Colombia, Luxembourg, Malta, Brazil, El Salvador or, as
the case may be, such other jurisdiction.


 






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(b)
 To the extent that any Obligor may be or become entitled, in any jurisdiction in which judicial proceedings may at any time be
commenced with respect to this Agreement or any other Finance Document, to claim for itself or its properties, assets or revenues, any
immunity from suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution of a judgment, execution of a judgment
or from any other legal process or remedy relating to its obligations under this Agreement or any other Finance Document, and to the extent
that in any such jurisdiction there may be attributed such an immunity (whether or not claimed), such Obligor hereby irrevocably agrees
not to claim and hereby irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction and, without
limiting the generality of the foregoing, agrees that the waivers set forth in this Section shall be effective to the fullest extent now
or hereafter permitted under the Foreign Sovereign Immunities Act of 1976 of the United States of America and are intended to be irrevocable
for purposes of such Act.


 


Section 24.10
Inconsistency with Pagarés. In the case of any inconsistency between the terms of this Agreement or any Note
and the terms of any Pagaré (a) for purposes of presentment of such Pagaré in the courts of Colombia in connection
with any legal action or proceeding (other than an action to enforce a judgment obtained in any other jurisdiction) brought in respect
of such Pagaré in any such court, the terms of such Pagaré shall govern, and (b) for all other purposes, the
terms of this Agreement and the Notes shall govern.


 


* * * * *


 






    - 73 -





     


    

 


If you are in agreement with
the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Obligors, whereupon this Agreement
shall become a binding agreement among you and the Obligors.


 


	 	Very truly yours,
	 	 	 
	 	PROCAPS S.A.
	 	 	 
	 	By:	/s/ Grethel Ruth Moreno Romero
	 	Name:  	Grethel Ruth Moreno Romero
	 	Title: 	Legal Representative
	 	 	 
	 	PROCAPS GROUP, S.A.
	 	 	 
	 	By:	/s/ Grethel Ruth Moreno Romero
	 	Name: 	Grethel Ruth Moreno Romero
	 	Title: 	Authorized Representative
	 	 	 
	 	C.I. PROCAPS, S.A.
	 	 	 
	 	By:	/s/ Grethel Ruth Moreno Romero
	 	Name: 	Grethel Ruth Moreno Romero
	 	Title: 	Legal Representative
	 	 	 
	 	DIABETRICS HEALTHCARE S.A.S.
	 	 	 
	 	By:	/s/ Grethel Ruth Moreno Romero
	 	Name: 	Grethel Ruth Moreno Romero
	 	Title: 	Legal Representative
	 	 	 
	 	PHARMAYECT S.A.
	 	 	 
	 	By:	/s/ Grethel Ruth Moreno Romero
	 	Name: 	Grethel Ruth Moreno Romero
	 	Title: 	Authorized Representative





 






    - 74 -





     


    

 


	 	PROCAPS, S.A. DE C.V.
	 	 	 
	 	By:	/s/ Grethel Ruth Moreno Romero
	 	Name:	Grethel Ruth Moreno Romero
	 	Title:	Authorized Representative
	 	 	 
	 	BIOKEMICAL, S.A. DE C.V.
	 	 	 
	 	By:	/s/ Grethel Ruth Moreno Romero
	 	Name:	Grethel Ruth Moreno Romero
	 	Title:	Authorized Representative
	 	 	 
	 	COLBRAS INDÚSTRIA E COMÉRCIO LTDA.
	 	 	 
	 	By:	/s/ Grethel Ruth Moreno Romero
	 	Name:	Grethel Ruth Moreno Romero
	 	Title:	Authorized Representative
	 	 	 
	 	By:	/s/ Mario Alberto Lopez Leon
	 	Name:	Mario Alberto Lopez Leon
	 	Title:	Authorized Representative
	 	 	 
	 	Witnesses:
	 	 	 
	 	1. 	/s/ Erika Triana Rodriguez
	 	Name: 	Erika Triana Rodriguez
	 	Id: 1129576439
	 	 	 
	 	2.	/s/ Leonardo Martinez Cerpa
	 	Name: 	Leonardo Martinez Cerpa
	 	Id: 72.201.626



 






    - 75 -





     


    

 


	 	SOFGEN PHARMACEUTICALS LLC
	 	 	 
	 	By:	/s/ Grethel Ruth Moreno Romero
	 	Name:	Grethel Ruth Moreno Romero
	 	Title:	Authorized Representative



 









    - 76 -





     


    

 


This Agreement is hereby accepted and agreed to as of the date hereof.


 


	PURCHASERS:	 
	 	 
	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
	By:	PGIM, Inc. (as Investment Manager)	 
	 	 	 	 
	 	By:	/s/ Joshua Shipley	 
	 	Name:  	Joshua Shipley	 
	 	Title:	Vice President	 
	 	 	 	 
	PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION
	By:	PGIM, Inc. (as Investment Manager)	 
	 	 	 	 
	 	By:	/s/ Joshua Shipley	 
	 	Name: 	Joshua Shipley	 
	 	Title:	Vice President	 
	 	 	 	 
	HEALTHSPRING LIFE & HEALTH INSURANCE COMPANY, INC.
	By:	Cigna Investments, Inc. (authorized agent)	 
	 	 	 	 
	 	By:	/s/ Leonard Mazlish	 
	 	Name: 	Leonard Mazlish	 
	 	Title:	Managing Director	 
	 	 	 	 
	CIGNA HEALTH AND LIFE INSURANCE COMPANY
	By:	Cigna Investments, Inc. (authorized agent)	 
	 	 	 	 
	 	By:	/s/ Leonard Mazlish	 
	 	Name: 	Leonard Mazlish	 
	 	Title:	Managing Director	 



 



    - 77 -





     


    

 


Schedule A



DEFINED TERMS


 


As used herein, the following
terms have the respective meanings set forth below or set forth in the Section hereof following such term:


 


“Additional Subsidiary
Guarantor” means a Subsidiary that has executed and delivered a Subsidiary Guarantor Joinder Agreement, so long as such Subsidiary
has not been discharged and released from its obligations under this Agreement.


 


“Affected Noteholder”
is defined within the definition of “Noteholder Sanctions Event.”


 


“Affiliate”
means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries
Controls, or is Controlled by, or is under common Control with, such first Person, and, with respect to any Obligor, shall include (a)
any Person beneficially owning or holding, directly or indirectly, 10% or more of any class of voting interests or Equity Interests in
such Obligor or any of its Subsidiaries and (b) any Person in which the Obligors and their respective Subsidiaries beneficially own or
hold, in the aggregate, directly or indirectly, 10% or more of any class of voting interests or Equity Interests. Unless the context otherwise
clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of any Obligor.


 


“Agreement”
means this Note Purchase and Guarantee Agreement, including all Schedules attached to this Agreement.


 


“Anti-Corruption
Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding bribery or any other corrupt activity, including
the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010, the criminal offenses related to corruption included in the Colombian
Criminal Code (Código Penal Colombiano), Law 1474 of 2011 (Estatuto Anticorrupción) of Colombia, and Law 1778
of 2016 of Colombia or the Maltese Criminal Code (Chapter 9, Laws of Malta).


 


“Anti-Money Laundering
Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding money laundering, drug trafficking, terrorist-related
activities or other money laundering predicate crimes, including the United States Currency and Foreign Transactions Reporting Act of
1970 (otherwise known as the Bank Secrecy Act), the USA PATRIOT Act and articles 333 and 345 of the Colombian Criminal Code (Código
Penal Colombiano) or the Prevention of Money Laundering Act (Chapter 373, Laws of Malta) and any regulations issued thereunder
and the Maltese Criminal Code (Chapter 9, Laws of Malta) and any similar or equivalent legislation under the laws of any jurisdiction
to which any of the Obligors is subject.


 


“BID Existing Credit
Facility” means that certain credit agreement, dated as of January 22, 2021, among (a) the Company, (b) Procaps, S.A. de C.V.,
C.I. Procaps S.A. and Biokemical, S.A. de C.V., as co-obligors and (c) Corporación Interamericana de Inversiones, as lender, as
amended, modified or supplemented from time to time.


 




    Schedule A - 1 





     


    

 


“Blocked Person”
means (a) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by OFAC, (b) a Person,
entity, organization, country or regime that is blocked or a target of sanctions that have been imposed under U.S. Economic Sanctions
Laws or (c) a Person that is an agent, department or instrumentality of, or is otherwise beneficially owned by, controlled by or acting
on behalf of, directly or indirectly, any Person, entity, organization, country or regime described in clause (a) or (b).


 


“Brazil”
means the Federative Republic of Brazil.


 


“BTG Existing Credit
Facility” means that certain credit agreement, dated as of May 24, 2021, among (a) the Company, (b) Crynssen Pharma S.A.S.,
Funtrition S.A.S., C.I. Procaps S.A., Procaps, S.A. de C.V., CDI S.A. (Nicaragua), CDI S.A. (Guatemala), Biokemical, S.A. de C.V., Diabetrics
Healthcare S.A.S., Pharmarketing Panamá S.A., Pharmarketing Costa Rica S.A., and Pharmarketing Dominicana S.R.L., as co-obligors,
(c) Industrias Kadima S.A.S., Inversiones Jades S.A.S., Inversiones Ganeden S.A.S., Inversiones Crynseen S.A.S. and Inversiones Henia
S.A.S., as guarantors, and (d) BTG Pactual Soluciones y Servicios S.A.S., as lender.


 


“Business Day”
means (a) for the purposes of Section 8.8 only, any day other than a Saturday, a Sunday or a day on which commercial banks in New York,
New York, United States of America are required or authorized to be closed, and (b) for the purposes of any other provision of this Agreement,
any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York, United States of America or Colombia
are required or authorized to be closed.


 


“Capital Lease”
means, at any time, a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the
incurrence of a liability in accordance with IFRS.


 


“Change of Control”
means any Person (or any group of Persons acting together) other than the Controlling Shareholders (a) owning, directly or indirectly,
more than 50% of the Equity Interests in the Company, (b) owning, directly or indirectly, more than 50% of the voting Equity Interests
in the Company entitled to vote at a general meeting of its shareholders or its equivalent body, (c) being entitled, directly or indirectly,
whether through ownership of Equity Interests, contract or otherwise, to elect a majority of the board of directors or equivalent governing
body of the Company and/or (d) being entitled, directly or indirectly, whether through ownership of Equity Interests, contract or otherwise,
to direct or cause the direction of the management and policies of the Company.


 


“Cigna Group”
means, collectively, the holders of Notes that are Affiliates of or are advised or managed by Cigna Investments, Inc. (or any Affiliate
of Cigna Investments, Inc.).


 


“Closing”
is defined in Section 3.


 


“Code”
means the United States Internal Revenue Code of 1986 and the rules and regulations promulgated thereunder from time to time.


 


“Colombia”
means the Republic of Colombia.


 




    Schedule A - 2 





     


    

 


“Commitment Letter”
means that certain letter agreement, dated September 1, 2021, between the Company and PGIM, Inc.


 


“Company”
is defined in the first paragraph of this Agreement.


 


“Confidential Information”
is defined in Section 22.


 


“Consolidated EBITDA”
means, for any period of determination, in relation to the Parent Guarantor and its Subsidiaries, the Consolidated Operating Income for
such period plus (i) depreciation, plus (ii) amortization, plus (iii) provisions, less (iv) portfolio of accounts receivable write-offs,
in each case determined on a consolidated basis in accordance with IFRS and, in the case of any determination for a Relevant Period, as
set forth in the consolidated financial statements of the Parent Guarantor for such period delivered to the holders in accordance with
Section 7.1(a) or 7.1(b); provided that (x) the earnings before interest, taxes, depreciation, amortization and provisions, net
of receivables write-offs, of any Person acquired by the Parent Guarantor and its Subsidiaries during such period will be included pro
forma for such period (as if the consummation of such acquisition and the assumption of any Indebtedness in connection with such acquisition
occurred on the first day of such period), (y) extraordinary or nonrecurring expenses and charges recorded or recognized by any Obligor
during such period will be included as an add-back, provided that (1) solely with respect to the consolidated financial statements of
the Parent Guarantor for the year ending December 31, 2021 delivered to the holders in accordance with Section 7.1(b), (A) all such expenses
and charges shall be identified in detail in the Officer’s Certificate delivered with respect to such period pursuant to Section
7.2 and the Group’s auditors shall have confirmed that such expenses and charges are consistent with the amount of expenses that
have been reported in the consolidated financial statements for such period and (B) the aggregate add-back for such period shall not exceed
US$30,000,000 taking into account the making of adjustments for any such expenses or charges, and (2) with respect to any consolidated
financial statements of the Parent Guarantor delivered to the holders in accordance with Section 7.1(b) thereafter, (A) all such expenses
and charges shall be identified in detail in the Officer’s Certificate delivered with respect to such period pursuant to Section
7.2 and the Group’s auditors shall have confirmed that such expenses and charges are consistent with the amount of expenses that
have been reported in the consolidated financial statements for such period and (B) the aggregate add-back for any period shall not exceed
the amount equal to 15% of Consolidated EBITDA for such period prior to making adjustment for any such expenses or charges, and (z) the
portion of Consolidated EBITDA of any Person or line of business sold or in any way disposed of by the Parent Guarantor and its Subsidiaries
(insofar as it is permitted under this Agreement) during such period will be excluded (as if the consummation of such acquisition and
the repayment of such Indebtedness in relation to such acquisition occurred on the first day of such period).


 


“Consolidated Interest
Expense” means, for any period of determination, the consolidated interest expense with respect to Indebtedness (including amortizations
of any discount on any Indebtedness) of the Parent Guarantor and its Subsidiaries for that period, in each case determined on a consolidated
basis in accordance with IFRS and, in the case of any determination for a Relevant Period, as set forth in the consolidated financial
statements of the Parent Guarantor for such period delivered to the holders in accordance with Section 7.1(a) or 7.1(b); provided
that (i) the Consolidated Interest Expense of any Person acquired by the Parent Guarantor and its Subsidiaries during such period will
be included pro forma for such period (as if the consummation of such acquisition and the
assumption of any Indebtedness in connection with such acquisition occurred on the first day of such period) and (ii) the Consolidated
Interest Expense of any Person or line of business sold or in any way disposed of by the Parent Guarantor and its Subsidiaries (insofar
as it is permitted under this Agreement) during such period will be excluded (as if the consummation of such acquisition and the repayment
of such Indebtedness in relation to such acquisition occurred on the first day of such period). For purposes of the foregoing, Consolidated
Interest Expense shall be determined after giving effect to any net payments made or received by the Parent Guarantor or any of its Subsidiaries
during the relevant period with respect to interest rate or currency Swap Contracts relating to Indebtedness for borrowed money.


 




    Schedule A - 3 





     


    

 


“Consolidated Operating
Income” means, for any period of determination, the income from sales and services of the Parent Guarantor and its Subsidiaries
less (i) sales and production costs, less (ii) sales operations expenses, less (iii) administrative operating expenses, in each case determined
on a consolidated basis in accordance with IFRS and, in the case of any determination for a Relevant Period, as set forth in the consolidated
financial statements of the Parent Guarantor for such period delivered to the holders in accordance with Section 7.1(a) or 7.1(b).


 


“Consolidated Total
Assets” means, as of any date of determination, the total assets of the Parent Guarantor and its Subsidiaries that would be
shown as assets on a consolidated balance sheet of the Parent Guarantor and its Subsidiaries prepared in accordance with IFRS as of such
date.


 


“Consolidated Total
Indebtedness” means, as of any date of determination, the aggregate Indebtedness of the Parent Guarantor and its Subsidiaries,
determined on a consolidated basis in accordance with IFRS as of such date and, in the case of any determination as of a Determination
Date, as set forth on the consolidated balance sheet of the Parent Guarantor as of such date delivered to the holders in accordance with
Section 7.1(a) or 7.1(b).


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise; and the terms “Controlled” and “Controlling”
shall have meanings correlative to the foregoing.


 


“Controlled Entity”
means (a) the Company, any of the Subsidiaries of the Company, and any of their or the Company’s respective Controlled Affiliates,
(b) the Parent Guarantor, any of the Subsidiaries of the Parent Guarantor, and any of their or the Parent Guarantor’s respective
Controlled Affiliates, and (c) if the Parent Guarantor has a parent company, such parent company and its Controlled Affiliates.


 


“Controlling Shareholders”
means any one or more of Rubén Minski Gontovnik, Meyer Minski Gontovnik, José Minski Gontovnik and their respective lineal
descendants and heirs, and any trust the sole beneficiaries of which are any of the foregoing persons.


 


“Court Filing Duty”
means any filing duty or similar amount payable in the jurisdiction of organization of any Obligor in connection with the use in a judicial
proceeding in such jurisdiction of this Agreement, the Notes or any other Finance Document or any other document related hereto or thereto
or to the transactions contemplated herein or therein.


 




    Schedule A - 4 





     


    

 


“Default”
means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become
an Event of Default.


 


“Default Rate”
means that rate of interest per annum that is the greater of (a) 6.75% and (b) 2% over the rate of interest publicly announced by JPMorgan
Chase Bank, N.A. in New York, New York, United States of America as its “base” or “prime” rate.


 


“Determination Date”
means the last day of a fiscal quarter of the Parent Guarantor.


 


“Disclosure Documents”
is defined in Section 5.3.


 


“Disposition”
or “Dispose” means the sale, assignment, transfer, license, lease, conveyance or other disposition (including any sale
and leaseback transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing), including
any sale, assignment, transfer or other disposal, with or without recourse, of any notes receivable or accounts receivable or any rights
and claims associated therewith.


 


“Disposition Acceptance
Notification Date” is defined in Section 8.10(a).


 


“Disposition Basket”
is defined in Section 10.7(i)(iii).


 


“Disposition Prepayment
Notice” is defined in Section 8.10(a).


 


“Disposition Prepayment
Date” is defined in Section 8.10(a).


 


“Dollars”,
“US$”, “$” or “USD” means lawful currency of the United States of America.


 


“El Salvador”
means the Republic of El Salvador.


 


“Environmental Laws”
means any and all applicable federal, national, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection
of the environment or the release of any materials into the environment, including those related to Hazardous Materials.


 


“Equity Interests”
means any and all shares, interests, participations, quotas or other equivalents (however designated) of capital stock of a corporation,
any and all ownership interests in a Person other than a corporation (including beneficial interests in a trust), any and all warrants
or options to purchase any of the foregoing or any securities convertible into or exchangeable or exercisable for any of the foregoing.


 


“ERISA”
means the United States Employee Retirement Income Security Act of 1974 and the rules and regulations promulgated thereunder from time
to time in effect.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) that is treated as a single employer together with any Obligor under section 414
of the Code.


 


“EU Blocking Regulation”
means the Council Regulation (EC) 2271/96.


 




    Schedule A - 5 





     


    

 


“Event of Default”
is defined in Section 11.


 


“Existing Credit
Facilities” means, collectively, (i) the Syndicated Existing Credit Facility, (ii) the BID Existing Credit Facility, (iii) the
BTG Existing Credit Facility, (iv) the FCP Sura Credit Facility, and (v) the Scotia Existing Credit Facility.


 


“Existing Leases”
means each of the lease agreements set forth on Schedule 10.5(c).


 


“FATCA”
means (a) sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), together with any current or future regulations or official interpretations
thereof, (b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the United
States of America and any other jurisdiction, which (in either case) facilitates the implementation of the foregoing clause (a), and (c)
any agreements entered into pursuant to section 1471(b)(1) of the Code.


 


“FCP Sura Credit
Facility” means that certain credit agreement, dated as of December 24, 2020, among (a) the Company, (b) Procaps, S.A. de C.V.
and C.I. Procaps S.A., as co-obligors and (c) FCP – Sura Deuda Privada Compartimento Deuda represented and managed by Alianza Fiduciaria
S.A., as lender, as amended, modified or supplemented from time to time.


 


“Finance Documents”
means this Agreement, the Notes, the Pagarés, the Instruction Letters, each Subsidiary Guarantor Joinder Agreement and any
other document designated a “Finance Document” in a writing signed by the Company or the Parent Guarantor, on the one hand,
and the Required Holders, on the other hand.


 


“Form F-4 Registration
Statement” is defined in Section 4.15.


 


“Fundamental Transaction”
is defined in Section 10.2.


 


“Funding Instruction
Letter” is defined in Section 4.10.


 


“Governmental Authority”
means:


 


(a)   the
government of:


 


(i)   the
United States of America, Colombia, Luxembourg, Malta, Brazil, El Salvador or any state or other political subdivision of any thereof,
or


 


(ii)   any
other jurisdiction in which any Obligor or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over
any properties of any Obligor or any Subsidiary, or


 


(b)   any
entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.


 


“Governmental Official”
means any governmental official or employee, employee of any government-owned or government-controlled entity, political party, any official
of a political party, candidate for political office, official
of any public international organization or anyone else acting in an official capacity.


 




    Schedule A - 6 





     


    

 


“Group”
means the Parent Guarantor and its Subsidiaries.


 


“Guarantors”
means, collectively, the Parent Guarantor and each Subsidiary Guarantor.


 


“Guaranteed Obligations”
is defined in Section 15.1(a).


 


“Guaranty”
means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments
for deposit or collection) of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend or other monetary obligation
of any other Person in any manner, whether directly or indirectly, including obligations incurred through an agreement, contingent or
otherwise, by such Person:


 


(a)   to
purchase such indebtedness or obligation or any property constituting security therefor;


 


(b)   to
advance or supply funds (i) for the purchase or payment of such indebtedness or obligation, or (ii) to maintain any working
capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available
funds for the purchase or payment of such indebtedness or obligation;


 


(c)   to
lease properties or to purchase properties or services primarily for the purpose of assuring the owner of such indebtedness or obligation
of the ability of any other Person to make payment of the indebtedness or obligation; or


 


(d)   otherwise
to assure the owner of such indebtedness or obligation against loss in respect thereof.


 


In any computation of the indebtedness or other
liabilities of the obligor under any Guaranty, the indebtedness or other obligations that are the subject of such Guaranty shall be assumed
to be direct obligations of such obligor. The verbs “guaranty” and “guarantee” shall have meanings correlative
to the foregoing.


 


“Hazardous Materials”
means any and all pollutants, toxic or hazardous wastes or other substances that might pose a hazard to health and safety, the removal
of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation,
transfer, use, disposal, release, discharge, spillage, seepage or filtration of which is or shall be restricted, prohibited or penalized
by any applicable law, including asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum products,
lead based paint, radon gas or similar restricted, prohibited or penalized substances.


 


“holder”
means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Company pursuant to
Section 14.1, provided, however, that if such Person is a nominee, then for the purposes of Section 7, Section 12, Section 19.2
and Section 20 and any related definitions in this Schedule A, “holder” shall mean the beneficial owner of such Note whose
name and address appears in such register.


 




    Schedule A - 7 





     


    

 


“Hostile Tender Offer”
means, with respect to the use of proceeds of any Note, any offer to purchase, or any purchase of, shares of capital stock of any corporation
or Equity Interests in any other entity, or securities convertible into or representing the beneficial ownership of, or rights to acquire,
any such shares or Equity Interests, if such shares, Equity Interests, securities or rights are of a class which is publicly traded on
any securities exchange or in any over-the-counter market, other than purchases of such shares, Equity Interests, securities or rights
representing less than 5% of the Equity Interests or beneficial ownership of such corporation or other entity for portfolio investment
purposes, and such offer or purchase has not been duly approved by the board of directors of such corporation or the equivalent governing
body of such other entity prior to the date of this Agreement.


 


“IFRS”
means International Financial Reporting Standards, as in effect from time to time.


 


“Incorporated Provision”
is defined in Section 9.9(a).


 


“Incorporated Provision
Termination Date” means, in respect of any Incorporated Provision, the day on which the holders of Notes receive an Officer’s
Certificate satisfying the requirements of Section 7.2 with respect to the next subsequent quarterly fiscal period of the Parent Guarantor
following the quarterly fiscal period in which such Incorporated Provision is deleted or otherwise removed from all applicable Material
Credit Facilities or all such Material Credit Facilities are terminated, as applicable.


 


“Indebtedness”
with respect to any Person means, at any time, without duplication,


 


(a)   its
liabilities for borrowed money and its redemption obligations in respect of mandatorily redeemable Preferred Stock;


 


(b)   its
liabilities for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course
of business);


 


(c)   all
liabilities appearing on its balance sheet in accordance with IFRS in respect of Capital Leases;


 


(d)   all
liabilities for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has assumed or
otherwise become liable for such liabilities);


 


(e)   all
its liabilities in respect of letters of credit or instruments serving a similar function issued or accepted for its account by banks
and other financial institutions (whether or not representing obligations for borrowed money);


 


(f)   net
payment obligations of such Person derived from factoring operations;


 


(g)   all
of such Person’s obligations to any landlord under any sale-leaseback that are classified as financial indebtedness in accordance
with IFRS, with the exception of so-called operational leasing without the option of purchase or return of the property subject to such
sale-leaseback;


 




    Schedule A - 8 





     


    

 


(h)   all
financial obligations of such Person related to the purchase price of assets, goods or services with a term greater than 360 days that
are classified as financial indebtedness in accordance with IFRS;


 


(i)   the
aggregate Swap Termination Value of all Swap Contracts of such Person; and


 


(j)   any
Guaranty of such Person with respect to liabilities of a type described in any of clauses (a) through (i) hereof.


 


Indebtedness of any Person shall include all obligations
of such Person of the character described in clauses (a) through (j) to the extent such Person remains legally liable in respect thereof
notwithstanding that any such obligation is deemed to be extinguished under IFRS.


 


“INHAM Exemption”
is defined in Section 6.2(e).


 


“Institutional Investor”
means (a) any Purchaser of a Note, (b) any holder of a Note holding (together with one or more of its affiliates) more than 5% of
the aggregate principal amount of the Notes then outstanding, (c) any bank, trust company, savings and loan association or other
financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial
institution or entity, regardless of legal form, and (d) any Related Fund of any holder of any Note.


 


“Instruction Letter”
is defined in Section 1.


 


“Intermediate Parent”
means Crynssen Pharma Group Ltd, a private limited liability company registered and organized under the laws of Malta under company registration
number C 59671.


 


“IOF/Exchange Tax”
is defined in Section 5.9(b).


 


“Lien”
means, with respect to any Person, any mortgage, lien, pledge, garantía mobiliaria, caução, assignment
for security purposes (including alienação fiduciária and cessão fiduciária), chattel
mortgage, guarantee trust, passive easement, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender
or other secured party to or of such Person under any conditional sale or other title retention agreement or Capital Lease, upon or with
respect to any property or asset of such Person (including in the case of stock, stockholder agreements, voting trust agreements and all
similar arrangements).


 


“Luxembourg”
means the Grand Duchy of Luxembourg.


 


“Make-Whole Amount”
is defined in Section 8.8.


 


“Malta”
means the Republic of Malta.


 


“Material”
means material in relation to the business, operations, affairs, financial condition, assets, properties, or prospects of the Parent Guarantor
and its Subsidiaries taken as a whole.


 




    Schedule A - 9 





     


    

 


“Material Adverse
Effect” means a material adverse effect on (a) the business, operations, affairs, financial condition, assets or properties
of the Obligors and their respective Subsidiaries taken as a whole, (b) the ability of the Obligors to perform their obligations under
the Finance Documents to which they are a party taken as a whole, or (c) the validity or enforceability of any Finance Document or the
rights and remedies any of the holders of the Notes are purported to have under any Finance Document against the Obligors taken as a whole.


 


“Material Credit
Facility” means, as to the Parent Guarantor and its Subsidiaries, each present or future agreement creating or evidencing indebtedness
for borrowed money entered into by the Parent Guarantor or any of its Subsidiaries, or in respect of which the Parent Guarantor or any
of its Subsidiaries is an obligor or otherwise provides a guarantee or other credit support (“Credit Facility”), in
a principal amount outstanding or available for borrowing equal to or greater than US$25,000,000 (or the equivalent in other currencies).


 


“Material Subsidiary”
means, at any date, each of the Original Subsidiary Guarantors and each other Subsidiary of the Parent Guarantor (other than the Company):


 


(a)   that
guarantees or is liable at such date, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness
under any Material Credit Facility;


 


(b)   whose
total assets as of the most recent Determination Date (excluding assets constituting Equity Interests in other members of the Group),
determined for such Subsidiary on an uncombined and unconsolidated basis, comprise 10% or more of Consolidated Total Assets as of such
date (as reflected in the consolidated financial statements of the Parent Guarantor for such Determination Date delivered to the holders
in accordance with Section 7.1(a) or 7.1(b)); or


 


(c)   whose
portion of Consolidated EBITDA for the period of four consecutive fiscal quarters of the Parent Guarantor ending on the most recent Determination
Date, determined for such Subsidiary on an uncombined and unconsolidated basis, comprises 10% or more of Consolidated EBITDA for such
period (as reflected in the consolidated financial statements of the Parent Guarantor for such Determination Date delivered to the holders
in accordance with Section 7.1(a) or Section 7.1(b)).


 


“Material Property”
means each of the manufacturing facilities of the Parent Guarantor and any of its Subsidiaries set forth on Schedule 10.5(b) and all of
the Group’s intellectual property.


 


“Maturity Date”
means November 12, 2031.


 


“More Favorable Provision”
is defined in Section 9.9(a).


 


“Most Favored Lender
Notice” means, in respect of any More Favorable Provision, a written notice to each of the holders of the Notes delivered no
later than five Business Days after the inclusion of such More Favorable Provision in any Material Credit Facility (including by way of
amendment or other modification of any existing provision thereof) from a Senior Financial Officer of the Company or the Parent Guarantor
referring to the provisions and setting forth a reasonably detailed description of such More Favorable
Provision (including any defined terms used therein) and related explanatory calculations, as applicable; provided that, in the
case of any More Favorable Provision in effect on the date of the Closing and described in such Officer’s Certificate, the Officer’s
Certificate delivered pursuant to Section 4.3(a) shall be deemed to constitute a Most Favored Lender Notice with respect to each such
More Favorable Provision.


 




    Schedule A - 10 





     


    

 


“Multiemployer Plan”
means any “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).


 


“NAIC”
means the National Association of Insurance Commissioners.


 


“Naturmega Guaranty”
means, collectively, the promissory notes dated April 21, 2021 and issued jointly and severally by the C.I. Naturmega S.A. and the Company
and C.I. Procaps S.A., as guarantors, in favour of Scotiabank Colpatria SA.


 


“Non-U.S. Plan”
means any plan, fund or other similar program that (a) is established or maintained outside the United States of America by any Obligor
or any of its Subsidiaries primarily for the benefit of employees of any Obligor or one or more of its Subsidiaries residing outside the
United States of America, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in
contemplation of retirement or payments to be made upon termination of employment, and (b) is not subject to ERISA or the Code.


 


“Noteholder Sanctions
Event” means, with respect to any Purchaser or holder of a Note (an “Affected Noteholder”), such Purchaser
or holder or any of its affiliates being in violation of or subject to sanctions (a) under any U.S. Economic Sanctions Laws as a result
of the Company or any Controlled Entity becoming a Blocked Person or, directly or indirectly, having any investment in or engaging in
any dealing or transaction (including any investment, dealing or transaction involving the proceeds of the Notes) with any Blocked Person
or (b) under any similar laws, regulations or orders adopted by any State within the United States of America as a result of the name
of the Company or any Controlled Entity appearing on a State Sanctions List.


 


“Notes”
is defined in Section 1.


 


“Obligors”
means, collectively, the Company and each Guarantor.


 


“OFAC”
means the Office of Foreign Assets Control of the United States Department of the Treasury.


 


“OFAC Sanctions Program”
means any economic or trade sanction that OFAC is responsible for administering and enforcing. A list of OFAC Sanctions Programs may be
found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.


 


“Officer’s
Certificate” of an Obligor means a certificate of a Senior Financial Officer or Responsible Officer (as applicable) of such
Obligor, or of any other officer of such Obligor, whose responsibilities extend to the subject matter of such certificate.


 


“Original Subsidiary
Guarantor” is defined in the first paragraph of this Agreement.


 




    Schedule A - 11 





     


    

 


“Pagaré”
is defined in Section 1.


 


“Parent Guarantor”
is defined in the first paragraph of this Agreement.


 


“PBGC”
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA.


 


“Pension Plan”
means any plan, fund or other similar program that is established and maintained by the Parent Guarantor or any of its Subsidiaries primarily
for the benefit of employees of the Parent Guarantor or any of its Subsidiaries which plan, fund or other similar program provides, or
results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment.


 


“Permitted Inventory
Liens” is defined in Section 10.5.


 


“Permitted Jurisdiction”
means “Permitted Jurisdiction” means (a) the United States of America, (b) Colombia and (c) any other country that
on April 30, 2004 was a member of the European Union (other than Portugal, Spain, Italy or Greece).


 


“Permitted Reorganization”
means any (i) Reorganization between and/or among members of the Group or (ii) the change in domicile of any entity of the Group (so long
as such domicile is located in a Permitted Jurisdiction).


 


“Person”
means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, business entity
or Governmental Authority.


 


“Plan”
means an “employee pension benefit plan” (as defined in section 3(2) of ERISA) subject to Title IV of ERISA (other than a
Multiemployer Plan) that is or, within the preceding five years, has been established or maintained, or to which contributions are or,
within the preceding five years, have been made or required to be made, by any Obligor or any ERISA Affiliate or with respect to which
any Obligor or any ERISA Affiliate may have any liability.


 


“Preferred Stock”
means any class of capital stock of a Person that is preferred over any other class of capital stock (or similar Equity Interests) of
such Person as to the payment of dividends or the payment of any amount upon liquidation or dissolution of such Person.


 


“Process Agent”
means CCS Global Solutions, Inc., with offices at 530 Seventh Avenue, Suite 508, New York, NY 10018, New York, United States of America.


 


“Pro Rata Share”
means, with respect to any Note and any Disposition, an amount equal to the product of:


 


(a)   the
total amount of proceeds of such Disposition being applied or offered to be applied to the repayment or prepayment of Indebtedness pursuant
to Section 10.7(i)(iii)(B), multiplied by


 


(b)   a
fraction, the numerator of which is the outstanding principal amount of such Note, and the denominator of which is the aggregate outstanding
principal amount of all unsubordinated Indebtedness of the
Obligors and their respective Subsidiaries (other than Indebtedness owing to the Parent Guarantor, any Subsidiary of the Parent Guarantor,
or any Affiliate of the Parent Guarantor) being repaid or prepaid, or offered to be prepaid, pursuant to Section 10.7(i)(iii)(B) in connection
with such Disposition.


 




    Schedule A - 12 





     


    

 


“property”
or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible,
choate or inchoate.


 


“Prudential Group”
means, collectively, the holders of Notes that are Affiliates of or are advised or managed by PGIM, Inc. (or any Affiliate of PGIM, Inc.).


 


“PTE” is
defined in Section 6.2(a).


 


“Purchaser”
or “Purchasers” means each of the purchasers that has executed and delivered this Agreement to the Obligors and such
Purchaser’s successors and assigns (so long as any such assignment complies with Section 14.2), provided, however, that any
Purchaser of a Note that ceases to be the registered holder or a beneficial owner (through a nominee) of such Note as the result of a
transfer thereof pursuant to Section 14.2 shall cease to be included within the meaning of “Purchaser” of such Note for the
purposes of this Agreement upon such transfer.


 


“Purchaser Schedule”
means the Purchaser Schedule to this Agreement listing the Purchasers of the Notes and including their notice and payment information.


 


“QPAM Exemption”
is defined in Section 6.2(d).


 


“Qualified Institutional
Buyer” means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in
Rule 144A(a)(1) under the Securities Act.


 


“Register”
is defined in Section 14.1.


 


“Related Fund”
means, with respect to any holder of any Note, any fund or entity that (a) invests in Securities or bank loans, and (b) is advised
or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment advisor.


 


“Related Party”
means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and
advisors of such Person and of such Person’s Affiliates and, if such Person is a natural person, the spouses, siblings, children,
grandchildren, nieces, nephews and other lineal descendants, estates and heirs, or any trust or other investment vehicle for the primary
benefit of any such Person or their respective spouses, siblings, children, grandchildren, nieces, nephews and other lineal descendants,
estates or heirs.


 


“Relevant Period”
means a period of twelve consecutive months ending on a Determination Date.


 



    Schedule A - 13 





     


    

 


“Relevant Provision”
means (i) any information reporting requirement, affirmative or negative covenant or undertaking or any event of default that exists in
the Syndicated Existing Credit Facility (as such facility is amended, amended and restated, refinanced or replaced), as in effect on January
1, 2022 and (ii) any covenant (whether set forth as a covenant, undertaking, event of default, restriction, prepayment event or other
such provision) that requires the Parent Guarantor (or the Parent Guarantor and its Subsidiaries) or the Company (or the Company and its
Subsidiaries) to achieve or maintain a stated level of financial condition or performance and includes, without limitation, any requirement
that such Persons:




 


(a)   maintain
a specified level of net worth, shareholders’ equity, total assets, cash flow or net income;


 


(b)   maintain
any relationship of any component of its capital structure to any other component thereof (including without limitation, the relationship
of indebtedness, senior indebtedness or subordinated indebtedness to total capitalization or to net worth);


 


(c)   maintain
any measure of its ability to service its indebtedness (including exceeding any specified ratio of revenues, cash flow or net income to
indebtedness, interest expense, rental expense, capital expenditures and/or scheduled payments of indebtedness); or


 


(d)   not
exceed any maximum level of indebtedness, priority indebtedness, liens, claims, liabilities or other obligations, whether crystallized
or contingent.


 


“Required Holders”
means (a) at any time prior to the Closing, the Purchasers, and (b) at any time on or after the Closing, the holders of more than 80%
in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Obligors or any of their Affiliates); provided
that, notwithstanding the foregoing, if either of the Prudential Group or the Cigna Group sells or transfers, in the aggregate, more than
25% in principal amount of the Notes that it owns to any Person (other than (x) in the case of the Prudential Group, any Affiliate of
PGIM, Inc. or any managed account, investment fund or other vehicle for which PGIM, Inc. (or any of its Affiliates) acts as the investment
advisor or portfolio manager and (y) in the case of the Cigna Group, any Affiliate of Cigna Investments, Inc. or any managed account,
investment fund or other vehicle for which Cigna Investments, Inc. (or any of its Affiliates) acts as the investment advisor or portfolio
manager), “Required Holders” shall thereafter mean the holders of more than 50% in principal amount of the Notes at the time
outstanding (exclusive of Notes then owned by the Obligors or any of their Affiliates).


 


“Reorganization”
means an amalgamation, demerger, merger, consolidation, re-organization (including the incorporation of new Subsidiaries or change of
the legal form of Subsidiaries existing as of the date hereof), liquidation, closure, winding up or other corporate reconstruction, or
any other transaction of substantively similar effect.


 


“Responsible Officer”
of an Obligor means any Senior Financial Officer of such Obligor and any other officer or representative of such Obligor with responsibility
for the administration of the relevant portion of this Agreement and who is duly authorized to act under such Obligor’s organizational
documents and applicable law.


 


“Restricted Payment”
means (a) any dividend, charge, fee, remuneration or other distribution (or interest on any unpaid dividend, charge, fee, remuneration
or other distribution) (whether in cash or in kind), direct or indirect, on or in respect of any Equity Interests of any Obligor or any
Subsidiary, (b) any redemption, repurchase, defeasement, retirement, sinking fund or similar payment, purchase or other acquisition
for value, direct or indirect, of any Equity Interests of any Obligor or any Subsidiary, (c) any payment made, directly or indirectly,
to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire any Equity Interests of any Obligor
or any Subsidiary, (d) any payment, directly or indirectly, of any advisory or other fee to or to the order of any holder of Equity Interests
of any Obligor or any Subsidiary (or any Affiliate), or (e) any payment, directly or indirectly, on Indebtedness owing to any holder of
Equity Interests of any Obligor or any Subsidiary (or any Affiliate).


 




    Schedule A - 14 





     


    

 


“Scotia Existing
Credit Facility” means that certain credit agreement, dated as of April 21, 2021, among (a) the Company, (b) C.I. Procaps S.A.,
Inversiones Henia S.A.S., Inversiones Crynseen S.A.S., Industrias Kadima S.A.S., Inversiones Jades S.A.S. and Inversiones Ganeden S.A.S.,
as co-obligors and (c) Scotiabank Colpatria S.A., as lender.


 


“SEC” means
the Securities and Exchange Commission of the United States of America.


 


“Securities”
or “Security” shall have the meaning specified in section 2(a)(1) of the Securities Act.


 


“Securities Act”
means the United States Securities Act of 1933 and the rules and regulations promulgated thereunder from time to time in effect.


 


“Senior Financial
Officer” of an Obligor means the chief financial officer, principal accounting officer, treasurer or comptroller (or any other
officer holding a title or role similar to any of the foregoing) of such Obligor.


 


“Solvent”
means, with respect to any Person as of any date of determination, that as of such date (a) the fair market value of the assets of such
Person is greater than the total amount of such Person’s liabilities (including contingent liabilities), (b) the present fair saleable
value of the assets of such Person is greater than the sum of stated liabilities and identified contingent liabilities, (c) such Person
is able to realize upon its assets and pay its debts and other liabilities, including contingent obligations, as they mature, (d) such
Person does not have unreasonably small net worth (patrimonio), and (e) such Person is not unable to or has not been deemed to
be unable to pay its debts as they fall due. The amount of any contingent liability at any time shall be computed as the amount that,
in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become
an actual or matured liability.


 


“Source”
is defined in Section 6.2.


 


“State Sanctions
List” means a list that is adopted by any state Governmental Authority within the United States of America pertaining to Persons
that engage in investment or other commercial activities in Iran or any other country that is a target of economic sanctions imposed under
U.S. Economic Sanctions Laws.


 


“Subsidiary”
means, as to any Person, any other Person in which such first Person or one or more of its Subsidiaries or such first Person and one or
more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies,
to elect a majority of the directors (or Persons performing similar functions) of such second Person, and any partnership or joint venture
if more than a 50% interest in the profits or capital thereof is owned by such first Person
or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries (unless such partnership or joint venture
can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless
the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of any Obligor.


 




    Schedule A - 15 





     


    

 


“Subsidiary Guarantors”
means, collectively, each Original Subsidiary Guarantor and each Additional Subsidiary Guarantor, in each case so long as such Subsidiary
has not been discharged and released from its obligations under this Agreement.


 


“Subsidiary Guarantor
Joinder Agreement” is defined in Section 9.7.


 


“Substitute Purchaser”
is defined in Section 23.


 


“SVO” means
the Securities Valuation Office of the NAIC.


 


“Swap Contract”
means (a) any and all interest rate swap transactions, basis swap transactions, basis swaps, credit derivative transactions, forward
rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond
price or bond index swaps or options or forward foreign exchange transactions, cap transactions, floor transactions, currency options,
spot contracts or any other similar transactions or any of the foregoing (including any options to enter into any of the foregoing), and
(b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed
by, any form of master agreement published by the International Swaps and Derivatives Association, Inc. or any International Foreign Exchange
Master Agreement.


 


“Swap Termination
Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out
and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced
in clause (a), the amounts(s) determined as the mark-to-market values(s) for such Swap Contracts, as determined based upon one or more
mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts.


 


“Syndicated Existing
Credit Facility” means that certain credit agreement, dated as of November 20, 2018, among (a) the Company, (b) Procaps, S.A.
de C.V. (formerly known as Laboratorios López, S.A. de C.V.), C.I. Procaps S.A., Biokemical, S.A. de C.V., Pharmarketing Salvador,
S.A. de C.V. (El Salvador), Corporación Distribuidora Internacional, S.A. de C.V., CDI Nicaragua S.A., CDI Guatemala S.A., Pharmarketing
S.A. (Guatemala), Pharmarketing S.A. (Panamá), Pharmarketing Dominicana SRL, Pharmaketing Costa Rica S.A., as co-obligors, (c)
Inversiones Crynseen S.A.S., Inversiones Ganeden S.A.S., Inversiones Henia S.A.S., Inversiones Jades S.A.S., Industrias Kadima S.A.S.
and Pharmayect S.A., as guarantors, (d) Bancolombia S.A. (sucursal Panamá), Banco Davivienda S.A., Banco de Sabadell S.A. Miami
Branch and Banco de Crédito del Perú, as lenders, and (e) Fiduciaria Bancolombia S.A., as administrative agent.


 


“Tax” means
any tax (whether income, documentary, sales, value added, stamp, registration, issue, capital, property, excise or otherwise), duty, assessment,
levy, impost, fee, compulsory loan, charge or withholding.


 




    Schedule A - 16 





     


    

 


“Taxing Jurisdiction”
is defined in Section 13(a).


 


“UK Blocking Regulation”
means the Council Regulation (EC) 2271/96 as it forms part of domestic law of the United Kingdom by virtue of the European Union Withdrawal
Act 2018.


 


“United States Person”
has the meaning set forth in Section 7701(a)(30) of the Code.


 


“USA PATRIOT Act”
means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism (USA PATRIOT ACT) Act of 2001 and the rules and regulations promulgated thereunder from time to time in effect.


 


“U.S. Economic Sanctions
Laws” means those laws, executive orders, enabling legislation or regulations administered and enforced by the United States
of America pursuant to which economic sanctions have been imposed on any Person, entity, organization, country or regime, including the
Trading with the Enemy Act, the International Emergency Economic Powers Act, the Iran Sanctions Act, the Sudan Accountability and Divestment
Act and any other OFAC Sanctions Program.


 


“Wholly-Owned Subsidiary”
means, at any time, any Subsidiary of the Parent Guarantor all of the Equity Interests (except directors’ qualifying shares) and
voting interests of which are owned by, directly or indirectly, any one or more of the Parent Guarantor and the Parent Guarantor’s
other Wholly-Owned Subsidiaries at such time.


 




    Schedule A - 17 





     


    

 


Schedule B



Original Subsidiary Guarantors


 


C.I. Procaps S.A., a sociedad anónima
organized under the laws of Colombia


 


Diabetrics Healthcare S.A.S., a sociedad por
acciones simplificada organized under the laws of Colombia


 


Pharmayect S.A., a sociedad por acciones simplificada
organized under the laws of Colombia


 


Procaps, S.A. de C.V., a sociedad anónima
de capital variable organized under the laws of El Salvador


 


Biokemical, S.A. de C.V., a sociedad anónima
de capital variable organized under the laws of El Salvador


 


Colbras Indústria e Comércio Ltda.,
a sociedade limitada organized under the laws of Brazil, enrolled with the Brazilian Taxpayer’s Registry (CNPJ) under no
00.413.925/0001-64


 


Sofgen Pharmaceuticals LLC, a limited liability
company organized under the laws of the State of Florida


 




    Schedule B - 1 





     


    

 


Schedule C



[Form of Subsidiary Guarantor Joinder Agreement]


 


SUBSIDIARY GUARANTOR JOINDER AGREEMENT


 


THIS SUBSIDIARY GUARANTOR
JOINDER AGREEMENT (this “Joinder Agreement”), dated as of [●], is made by [●], a [●] organized under
the laws of [●][, enrolled with the Brazilian Taxpayer’s Registry (CNPJ) under no [●]]1
(the “Additional Guarantor”), in favor of the holders from time to time of the Notes issued pursuant to the Note Purchase
Agreement (as defined below).


 


W I T N E S E T H:


 


WHEREAS, pursuant to the terms
and conditions of that certain Note Purchase and Guarantee Agreement dated November 5, 2021 (as amended, restated, supplemented or otherwise
modified from time to time, the “Note Purchase Agreement”) by and among Procaps S.A., a sociedad anónima
organized under the laws of Colombia (the “Company”), Procaps Group, S.A., a société anonyme organized
under the laws of the Grand Duchy of Luxembourg and having its registered office at 9 rue de Bitbourg, L-1273 Luxembourg, Grand Duchy
of Luxembourg and registered with the Luxembourg Companies Register under number B253360 (the “Parent Guarantor”),
each of the Subsidiary Guarantors party thereto, and each of the Purchasers party thereto, the Company has issued and sold its Guaranteed
Senior Notes due November 12, 2031 (each, a “Note” and collectively, the “Notes”) in an aggregate
principal amount of US$115,000,000;


 


WHEREAS, the Obligors are
required pursuant to the Note Purchase Agreement to cause the Additional Guarantor to deliver this Joinder Agreement in order to cause
the Additional Guarantor to become a Subsidiary Guarantor under the Note Purchase Agreement in favor of each holder from time to time
of any of the Notes;


 


WHEREAS, the Additional Guarantor
has received and will receive substantial direct and indirect benefits from the Obligors’ compliance with the terms and conditions
of the Note Purchase Agreement and the Notes; and


 


WHEREAS, terms used and not
otherwise defined herein have the definitions set forth in the Note Purchase Agreement.


 


NOW, THEREFORE, in consideration
of the funds advanced to the Company by the Purchasers under the Note Purchase Agreement and to enable the Obligors to comply with the
terms of the Note Purchase Agreement, the Additional Guarantor hereby covenants, represents and warrants to the holders of the Notes as
follows:


 


1.   The
Additional Guarantor, by its execution and delivery of this Joinder Agreement, hereby becomes (i) party to the Note Purchase Agreement
as a Subsidiary Guarantor for all purposes of the Note Purchase Agreement and (ii) bound by all of the terms and conditions of the Note Purchase
Agreement applicable to a Subsidiary Guarantor. Without limiting the foregoing, the Additional Guarantor hereby (a) irrevocably, absolutely,
unconditionally and jointly and severally with the other Subsidiary Guarantors under the Note Purchase Agreement, guarantees to each holder
of a Note, as a primary obligor and not merely as a surety, the due and punctual payment in full when due and payable (whether at stated
maturity or by required or optional prepayment or by acceleration or otherwise) of all Guaranteed Obligations in the same manner and to
the same extent as is provided in the Note Purchase Agreement, (b) accepts and agrees to perform and observe all of the covenants set
forth therein that are made by Subsidiary Guarantors, (c) waives the rights set forth in Section 15.3 of the Note Purchase Agreement,
(d) makes, with respect to itself and its Subsidiaries, as of the date hereof, the representations and warranties set forth in Section
5.1, Section 5.2, Section 5.6, Section 5.7 (except as described in Annex A to this Joinder Agreement) and Section 5.19 of the Note Purchase
Agreement that are made by the Original Subsidiary Guarantors, and (e) waives the rights, submits to jurisdiction, and waives service
of process as described in Section 24.7 of the Note Purchase Agreement.


 


 






	1	Note to form: To be included if Additional Guarantor is incorporated
in Brazil.




 




    Schedule C - 1 





     


    

 


2.   Notice
of acceptance of this Joinder Agreement and of the Note Purchase Agreement, as supplemented hereby, is hereby waived by the Additional
Guarantor.


 


3.   The
provisions of Section 24.6 and Section 24.7 of the Note Purchase Agreement are incorporated herein by this reference, mutatis mutandis.


 


IN WITNESS WHEREOF, the Additional
Guarantor has caused this Joinder Agreement to be duly executed and delivered as of the date and year first above written.


 


	 	 	[NAME OF ADDITIONAL GUARANTOR]
	 	 	 	 
	 	 	By:	                  
	 	 	Name: 	 
	 	 	Title:	 
	[Witnesses:	 	 	 
	1._________________	 	 	 
	Name:	 	 	 
	Id:	 	 	 
	 	 	 	 
	2._________________	 	 	 
	Name:	 	 	 
	Id:]2	 	 	 





 


 






	2	Note to form: To be included if Additional Guarantor is incorporated
in Brazil.



 



    Schedule C - 2 





     


    

 


Annex A to Joinder Agreement


 


 


 


 


 


 


 


 


 


 


 


 


 




    Schedule C - 3 





     


    

 


Schedule 1-A



Form of Note


 


PROCAPS S.A.


Guaranteed
Senior Note due November 12, 2031


 





	No. R-[_______]	[Date]
	$[_______]	PPN: P8003@ AA9



 


For
Value Received,
the undersigned, Procaps S.A., a sociedad anónima organized under the laws of Colombia (the “Company”),
hereby promises to pay to [____________], or registered assigns, the principal sum of [______] DOLLARS (or so much thereof as shall not
have been prepaid) on November 12, 2031 (the “Maturity Date”), with interest (computed on the basis of a 360-day year
of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 4.75% per annum, payable quarterly, on the 12th day of February,
May, August and November in each year, commencing with the February 12, May 12, August 12 or November 12 next succeeding the date hereof,
and on the Maturity Date, until the principal hereof shall have become due and payable and (b) to the extent permitted by law, (i) on
any overdue payment of interest and (ii) during the continuance of an Event of Default, on such unpaid principal balance and on any overdue
payment of any Make-Whole Amount, at a rate per annum from time to time equal to the greater of (A) 6.75% and (B) 2% over the rate of
interest publicly announced by JPMorgan Chase Bank, N.A. from time to time in New York, New York, United States of America as its “base”
or “prime” rate, payable quarterly as aforesaid (or, at the option of the registered holder hereof, on demand).


 


Payments of principal of,
interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the
principal office of JPMorgan Chase Bank, N.A. in New York, New York, or at such other place as the Company shall have designated by written
notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.


 


This Note is one of a series
of Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase and Guarantee Agreement, dated November
5, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”),
among the Company, Procaps Group, S.A., the Subsidiary Guarantors from time to time party thereto, and the respective Purchasers named
therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed
to the confidentiality provisions set forth in Section 22 of the Note Purchase Agreement and (ii) made the representation set forth in
Section 6.2 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective
meanings ascribed to such terms in the Note Purchase Agreement.


 


This Note is a registered
Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer accompanied by a written
instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount
will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may
treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes,
and the Company will not be affected by any notice to the contrary.


 




    Schedule 1-A - 1 





     


    

 


The Company will make required
prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement. This Note is also subject to optional
prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.


 


If an Event of Default occurs
and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including
any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.


 


This Note shall be construed
and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State
of New York, excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction
other than such State.


 


		PROCAPS S.A.
	 	 	 
	 	By	      
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By	 
	 	 	Name:
	 	 	Title:



 






    Schedule 1-A - 2