Exhibit 10.1


 



 


ORDINARY SHARES PURCHASE AGREEMENT


 


Dated as of June 13, 2022


 


by and between


 


Sono Group N.V.


 


and


 


Joh. Berenberg, Gossler & Co. KG


 






     


     


    

 


 


Table
of Contents


 


	 	 	Page
	 	 	 
	Article I DEFINITIONS	1
	 	 
	Article II PURCHASE AND SALE OF ORDINARY SHARES	1
	Section 2.1.	Purchase and Sale of Ordinary Shares	1
	Section 2.2.	Closing Date; Settlement Dates	2
	Section 2.3.	Initial Public Announcements and Required Filings	2
	 	 	 
	Article III PURCHASE TERMS	3
	Section 3.1.	VWAP Purchases	3
	Section 3.2.	Intraday VWAP Purchases	4
	Section 3.3.	Settlement of VWAP Purchases and Intraday VWAP Purchases.	5
	Section 3.4.	Compliance with Rules of Trading Market	7
	Section 3.5.	Beneficial Ownership Limitation	8
	 	 	 
	Article IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR	8
	Section 4.1.	Organization and Standing of the Investor	8
	Section 4.2.	Authorization and Power	8
	Section 4.3.	No Conflicts	9
	Section 4.4.	Investment Purpose	9
	Section 4.5.	Accredited Investor Status	9
	Section 4.6.	Reliance on Exemptions	9
	Section 4.7.	Information	10
	Section 4.8.	No Governmental Review	10
	Section 4.9.	No General Solicitation	10
	Section 4.10.	Not an Affiliate	10
	Section 4.11.	No Prior Short Sales	11
	Section 4.12.	Statutory Underwriter Status	11
	Section 4.13.	Resales of Securities	11
	 	 	 
	Article V REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY	11
	Section 5.1.	Organization, Good Standing and Power	11
	Section 5.2.	Authorization, Enforcement	12
	Section 5.3.	Capitalization	12
	Section 5.4.	Issuance of Securities	12
	Section 5.5.	No Conflicts	13
	Section 5.6.	Commission Documents, Financial Statements; Disclosure Controls and Procedures; Internal Controls Over Financial Reporting; Accountants	14
	Section 5.7.	Subsidiaries	15
	Section 5.8.	No Material Adverse Effect or Material Adverse Change	16
	Section 5.9.	Absence of Existing Defaults and Conflicts	16
	Section 5.10.	No Undisclosed Liabilities	16
	Section 5.11.	Indebtedness; Solvency	16
	Section 5.12.	Title to Property; Leases	16



 






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	Section 5.13.	Litigation	17
	Section 5.14.	Registration Rights	17
	Section 5.15.	Certain Fees	17
	Section 5.16.	Disclosure	17
	Section 5.17.	Permits; Intellectual Property	17
	Section 5.18.	Environmental Compliance	19
	Section 5.19.	Material Agreements	20
	Section 5.20.	Employees; Labor Laws; Absence of Compensation Issues	20
	Section 5.21.	Use of Proceeds	20
	Section 5.22.	Investment Company Act Status	20
	Section 5.23.	Taxes	21
	Section 5.24.	Insurance	21
	Section 5.25.	Exemption from Registration	21
	Section 5.26.	No General Solicitation or Advertising	21
	Section 5.27.	No Integrated Offering	22
	Section 5.28.	Absence of Compensation Issues	22
	Section 5.29.	Dilutive Effect	22
	Section 5.30.	Manipulation of Price	22
	Section 5.31.	Securities Act	23
	Section 5.32.	Compliance with Nasdaq Rules	23
	Section 5.33.	Listing and Maintenance Requirements; DTC Eligibility	23
	Section 5.34.	Application of Takeover Protections	24
	Section 5.35.	Compliance with Anti-Bribery Laws	24
	Section 5.36.	Compliance with Anti-Money Laundering Laws	24
	Section 5.37.	Compliance with Sanctions Laws	24
	Section 5.38.	Foreign Private Issuer Status	25
	Section 5.39.	Passive Foreign Investment Company	25
	Section 5.40.	Emerging Growth Company Status	25
	Section 5.41.	IT Systems and Data	25
	Section 5.42.	Statistical and Market-Related Data	25
	Section 5.43.	No Disqualification Events	26
	Section 5.44.	Fair Summaries	26
	Section 5.45.	Acknowledgement Regarding Investor’s Acquisition of Securities	26
	Section 5.46.	No Forward Looking Statements	26
	Section 5.47.	Absence of Stamp Duties and Transfer Taxes	27
	Section 5.48.	Dividends and Payments in Foreign Currency	27
	Section 5.49.	Submission to Jurisdiction	27
	Section 5.50.	Absence of Immunity from Jurisdiction	27
	 	 	 
	Article VI ADDITIONAL COVENANTS	27
	Section 6.1.	Securities Compliance	27
	Section 6.2.	Reservation of Ordinary Shares	28
	Section 6.3.	Registration and Listing	28
	Section 6.4.	Compliance with Laws	28
	Section 6.5.	Keeping of Records and Books of Account; Due Diligence	29
	Section 6.6.	No Frustration	29
	Section 6.7.	Corporate Existence	29



 






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	Section 6.8.	Fundamental Transaction	30
	Section 6.9.	Selling Restrictions	30
	Section 6.10.	Effective Registration Statement	30
	Section 6.11.	Blue Sky	31
	Section 6.12.	Non-Public Information	31
	Section 6.13.	Broker-Dealer	31
	Section 6.14.	Delivery of Bring Down Opinions and Compliance Certificates Upon Occurrence of Certain Events	32
	Section 6.15.	Allowable Grace Period Restrictions	32
	 	 	 
	Article VII CONDITIONS TO CLOSING, COMMENCEMENT AND PURCHASES	32
	Section 7.1.	Conditions Precedent to Closing	32
	Section 7.2.	Conditions Precedent to Commencement	33
	Section 7.3.	Conditions Precedent to Purchases after Commencement Date	36
	 	 	 
	Article VIII TERMINATION	40
	Section 8.1.	Automatic Termination	40
	Section 8.2.	Other Termination	41
	Section 8.3.	Effect of Termination	42
	 	 	 
	Article IX INDEMNIFICATION	42
	Section 9.1.	Indemnification of Investor	42
	Section 9.2.	Indemnification Procedures	43
	 	 	 
	Article X MISCELLANEOUS	44
	Section 10.1.	Certain Fees and Expenses	44
	Section 10.2.	Specific Enforcement, Consent to Jurisdiction, Waiver of Jury Trial	44
	Section 10.3.	Entire Agreement	45
	Section 10.4.	Notices	45
	Section 10.5.	Waivers	46
	Section 10.6.	Amendments	47
	Section 10.7.	Headings	47
	Section 10.8.	Construction	47
	Section 10.9.	Binding Effect	47
	Section 10.10.	No Third Party Beneficiaries	47
	Section 10.11.	Governing Law	47
	Section 10.12.	Survival	47
	Section 10.13.	Counterparts	48
	Section 10.14.	Publicity	48
	Section 10.15.	Severability	48
	Section 10.16.	Further Assurances	48
	Section 10.17.	Currency	49
	 	 	 
	Annex I. Definitions	 	 


 






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ORDINARY
SHARES PURCHASE AGREEMENT


 


This ORDINARY SHARES PURCHASE
AGREEMENT is made and entered into as of June 13, 2022 (this “Agreement”), by and between Joh. Berenberg,
Gossler & Co. KG (the “Investor”) and Sono Group N.V., a public limited liability company (naamloze
vennootschap) incorporated under the laws of the Netherlands (the “Company”).


 


RECiTALS


 


WHEREAS,
the parties desire that, upon the terms and subject to the conditions and limitations set forth herein, the Company may issue and sell
to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to $150,000,000 in aggregate gross purchase price of newly issued Ordinary Shares;


 


WHEREAS,
such sales of Ordinary Shares by the Company to the Investor will be made in reliance upon the provisions of Section 4(a)(2) of
the Securities Act (“Section 4(a)(2)”), and upon such other exemption or exclusion from the registration
requirements of the Securities Act as may be available with respect to any or all of the sales of Ordinary Shares to the Investor to
be made hereunder;


 


WHEREAS,
the parties hereto are concurrently entering into a Registration Rights Agreement in the form attached as Exhibit A
hereto (the “Registration Rights Agreement”), pursuant to which the Company agrees, inter alia, to file
a registration statement to register the resale of the Registrable Securities (as defined in the Registration Rights Agreement) by the
Investor under the Securities Act upon the terms and subject to the conditions set forth therein; and


 


NOW,
THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:


 


Article I

DEFINITIONS


 


Capitalized terms used in
this Agreement shall have the meanings ascribed to such terms in Annex I hereto, and hereby made a part hereof, or as otherwise
set forth in this Agreement.


 


Article II

PURCHASE AND SALE OF ORDINARY SHARES


 


Section 2.1.         Purchase
and Sale of Ordinary Shares. Upon the terms and subject to the conditions of this Agreement,
during the Investment Period, the Company, in its sole discretion, shall have the right, but not the obligation, to issue and sell to
the Investor, and the Investor shall purchase from the Company, up to $150,000,000  (the “Total Commitment”)
in aggregate gross purchase price of duly authorized, validly issued, fully paid and non-assessable (meaning that a holder of Ordinary
Shares will not by reason of merely being such a holder, be subject to assessment or calls by the Company or its creditors for further
payment on such Ordinary Shares) Ordinary Shares (such maximum amount of Ordinary Shares, the “Aggregate Limit”),
by the delivery to the Investor of VWAP Purchase Notices and Intraday VWAP Purchase Notices as provided in Article III.


 






     


     


    

 


Section 2.2.         Closing
Date; Settlement Dates. This Agreement shall become effective and binding (the “Closing”)
upon (a) the payment of the Investor Expense Reimbursement to the Investor prior to the Closing pursuant to Section 10.1, (b) the
delivery of counterpart signature pages of this Agreement and the Registration Rights Agreement executed by each of the parties
hereto and thereto, and (c) the delivery of all other documents, instruments and writings required to be delivered at the Closing,
in each case as provided in Section 7.1(iii), to the offices of Skadden, Arps, Slate, Meagher & Flom (UK) LLP, 40 Bank Street,
E14 5DS, London, United Kingdom on the Closing Date. In consideration of and in express reliance upon the representations, warranties
and covenants contained in, and upon the terms and subject to the conditions of, this Agreement, during the Investment Period, the Company,
at its sole option and discretion, may issue and sell to the Investor, and, if the Company elects to so issue and sell, the Investor
shall purchase from the Company, the Shares in respect of each VWAP Purchase and each Intraday VWAP Purchase (as applicable). The delivery
of Shares in respect of each VWAP Purchase and each Intraday VWAP Purchase, and the payment for such Shares, shall occur in accordance
with Section 3.3.


 


Section 2.3.         Initial
Public Announcements and Required Filings. The Company shall, not later than 5:00 p.m.,
New York City time, on the Trading Day immediately after the date of this Agreement, file with the Commission a Report of Foreign Private
Issuer on Form 6-K disclosing the execution of this Agreement and the Registration Rights Agreement by the Company and the Investor
and describing the material terms thereof, and attaching as exhibits thereto copies of each of this Agreement and the Registration Rights
Agreement and, if applicable, any press release issued by the Company disclosing the execution of this Agreement and the Registration
Rights Agreement by the Company (including all exhibits thereto, the “Form 6-K Report”). The Company shall
provide the Investor a reasonable opportunity to comment on a draft of the Form 6-K Report prior to filing the Form 6-K Report
with the Commission and shall give due consideration to all such comments. From and after the filing of the Form 6-K Report with
the Commission, the Company shall have publicly disclosed all material, nonpublic information delivered to the Investor (or the Investor’s
representatives or agents) by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, agents
or representatives (if any) in connection with the transactions contemplated by the Transaction Documents. The Investor covenants that
until such time as the transactions contemplated by this Agreement and the Registration Rights Agreement are publicly disclosed by the
Company as described in this Section 2.3, the Investor shall maintain the confidentiality of all disclosures made to it in connection
with the transactions contemplated by the Transaction Documents (including the existence and terms of the transactions contemplated thereby),
except that the Investor may disclose the terms of such transactions to its financial, accounting, legal and other advisors (provided
that the Investor directs such Persons to maintain the confidentiality of such information). The Company shall use its commercially reasonable
efforts to prepare and, as soon as practicable, but in no event later than the applicable Filing Deadline, file with the Commission the
Initial Registration Statement and any New Registration Statement covering only the resale by the Investor of the Registrable Securities
in accordance with the Securities Act and the Registration Rights Agreement. At or before 8:30 a.m. (New York City time) on the
Trading Day immediately following the Effective Date of the Initial Registration Statement and any New Registration Statement (or any
post-effective amendment thereto), the Company shall file with the Commission in accordance with Rule 424(b) under the Securities
Act the final Prospectus to be used in connection with resales of the Registrable Securities by the Investor pursuant to such Registration
Statement (or post-effective amendment thereto).


 






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Article III

PURCHASE TERMS


 


Subject to the satisfaction
of the conditions set forth in Article VII, the parties agree as follows:


 


Section 3.1.         VWAP
Purchases. Upon the initial satisfaction of all of the conditions set forth in Section 7.2
(the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement
Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3,
the Company shall have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase
Notice for a VWAP Purchase prior to 6:00 a.m., New York City time, on the applicable Purchase Date therefor, to purchase a specified
VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price
therefor on such Purchase Date in accordance with this Agreement (each such purchase, a “VWAP Purchase”). The
Company may timely deliver to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by the Company as the
Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of the Ordinary Shares on the Trading Day immediately
preceding such Purchase Date is not less than the Threshold Price, and (ii) all Shares subject to all prior VWAP Purchases and Intraday
VWAP Purchases (as applicable) pursuant to this Agreement have been received by the Investor as DWAC Shares prior to the Company’s
delivery to the Investor of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated to accept
each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the
conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase
Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase
Notice, such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount
set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation
to purchase, and shall not purchase, such excess Shares pursuant to such VWAP Purchase Notice; provided, however, that
the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to such VWAP Purchase. At or prior
to 5:30 p.m., New York City time, on the Purchase Date for each VWAP Purchase, the Investor shall provide to the Company, by email correspondence
to each of the individual notice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for
such VWAP Purchase (each, a “VWAP Purchase Confirmation”), setting forth (A) the applicable VWAP Purchase
Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, (B) the total aggregate
VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase
in accordance with Section 3.3(d) below, (C) confirmation that the Investor has subscribed for the total number of Shares
constituting such VWAP Purchase Share Amount as set forth in Section 3.3(b) of this Agreement and (D) confirmation that
same-day funds in an amount equal to (1) the Issue Price, multiplied by (2) the total number of Shares constituting such VWAP
Purchase Share Amount, have been deposited by the Investor in the Capital Increase Account and held for the benefit and account of the
Company to enable the Company to effect the issuance and delivery of such Shares as DWAC Shares on the applicable Purchase Share Delivery
Date therefor and the payment of the total aggregate VWAP Purchase Price for such Shares by the Investor in accordance with Section 3.3(a) the
total amount of such deposit corresponding to the total aggregate nominal value for all of such Shares constituting each VWAP Purchase
Share Amount purchased by the Investor on such Purchase Date. Notwithstanding the foregoing, the Company shall not deliver any VWAP Purchase
Notices to the Investor during the PEA Period.


 






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Section 3.2.         Intraday
VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in
Section 7.2 on the Commencement Date and from time to time thereafter, subject to the satisfaction of all of the conditions set
forth in Section 7.3, in addition to VWAP Purchases as described in Section 3.1, the Company shall also have the right,
but not the obligation, to direct the Investor, by its timely delivery to the Investor of an Intraday VWAP Purchase Notice on the
applicable Purchase Date therefor, to purchase a specified Intraday VWAP Purchase Share Amount, which shall not exceed the
applicable Intraday VWAP Purchase Maximum Amount, at the applicable Intraday VWAP Purchase Price therefor on such Purchase Date in
accordance with this Agreement (each such purchase, an “Intraday VWAP Purchase”). The Company may timely
deliver to the Investor an Intraday VWAP Purchase Notice for an Intraday VWAP Purchase on any Trading Day selected by the Company as
the Purchase Date for such Intraday VWAP Purchase, so long as (i) the Closing Sale Price of the Ordinary Shares on the Trading
Day immediately preceding such Purchase Date is not less than the Threshold Price, and (ii) all Shares subject to all prior
VWAP Purchases and Intraday VWAP Purchases (as applicable) have been received by the Investor as DWAC Shares prior to the
Company’s delivery to the Investor of such Intraday VWAP Purchase Notice for such Intraday VWAP Purchase on such Purchase
Date. The Investor is obligated to accept each Intraday VWAP Purchase Notice prepared and delivered by the Company in accordance
with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any
Intraday VWAP Purchase Notice directing the Investor to purchase an Intraday VWAP Purchase Share Amount in excess of the applicable
Intraday VWAP Purchase Maximum Amount that the Company is then permitted to include in such Intraday VWAP Purchase Notice, such
Intraday VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the Intraday VWAP Purchase Share
Amount set forth in such Intraday VWAP Purchase Notice exceeds such applicable Intraday VWAP Purchase Maximum Amount, and the
Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to such Intraday VWAP Purchase
Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Intraday VWAP Purchase
Maximum Amount pursuant to such Intraday VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date on which
one or more Intraday VWAP Purchases shall have occurred, the Investor shall provide to the Company, by email correspondence to each
of the individual notice recipients of the Company set forth in the applicable Intraday VWAP Purchase Notice, a written confirmation
for each such Intraday VWAP Purchase (each, an “Intraday VWAP Purchase Confirmation”), setting forth
(A) the applicable Intraday VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor
in such Intraday VWAP Purchase, (B) the total aggregate Intraday VWAP Purchase Price to be paid by the Investor for the total
Intraday VWAP Purchase Share Amount purchased by the Investor in such Intraday VWAP Purchase in accordance with
Section 3.3(d) below, (C) confirmation that the Investor has subscribed for the total number of Shares constituting
such Intraday VWAP Purchase Share Amount as set forth in Section 3.3(b) of this Agreement and (D) confirmation that
same-day funds in an amount equal to (1) the Issue Price, multiplied by (2) the total number of Shares constituting such
Intraday VWAP Purchase Share Amount, will be deposited by the Investor in the Capital Increase Account not later than 4:00 a.m., New York City time, on the next Trading Day following each Purchase Date on which one or more Intraday VWAP
Purchases were made and held for the benefit of
the Company to enable the Company to effect the issuance and delivery of such Shares as DWAC Shares on the applicable Purchase Share
Delivery Date therefor and the payment of the total aggregate Intraday VWAP Purchase Price for such Shares by the Investor in
accordance with Section 3.3(a). Notwithstanding the foregoing, the Company shall not deliver any Intraday VWAP Purchase Notices
to the Investor during the PEA Period.


 






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Section 3.3.         Settlement
of VWAP Purchases and Intraday VWAP Purchases.


 


(a)         Deposit
of Nominal Amount in Capital Increase Account. Not later than 5:30 p.m., New York City time, on each Purchase Date on which a
VWAP Purchase has occurred, the Investor shall deposit or cause to be deposited, in a separate account maintained by the Investor for
the benefit and account of the Company for the purchase of Shares pursuant to this Agreement (such account, the “Capital
Increase Account”), same-day funds in an amount equal to (a) the Issue Price, multiplied by (b) the total number
of Shares constituting the VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase on such Purchase Date, the total
amount of such deposit corresponding to the total aggregate nominal value for all of such Shares constituting the VWAP Purchase Share
Amount purchased by the Investor on such Purchase Date. Not later than 4:00 a.m., New York City time, on the next Trading Day following
each Purchase Date on which one or more Intraday VWAP Purchases shall have occurred (whether or not a VWAP Purchase has occurred on the
same Purchase Date as such Intraday VWAP Purchase(s) have occurred), the Investor shall deposit or cause to be deposited into the
Capital Increase Account same-day funds in an aggregate amount equal to (x) the Issue Price, multiplied by (y) the total number
of Shares constituting the Intraday VWAP Purchase Share Amount purchased by the Investor pursuant to Intraday VWAP Purchases in each
such Intraday VWAP Purchase occurring on such Purchase Date, the total amount of such deposit corresponding to the total aggregate nominal
value for all of such Shares constituting each Intraday VWAP Purchase Share Amount purchased by the Investor on such Purchase Date. The
total aggregate amount of each such deposit of the aggregate nominal value of Shares made with respect to the Shares constituting the
VWAP Purchase Share Amount purchased by the Investor on a Purchase Date and with respect to the Shares constituting each Intraday VWAP
Purchase Share Amount purchased by the Investor on such Purchase Date, as applicable, in accordance with this Section 3.3(a) hereinafter
referred to as a “Capital Increase Amount”). The Company consents to payment of the Capital Increase Amount
in U.S. dollars.


 


(b)         Subscription
of Each VWAP Purchase Share Amount and Each Intraday VWAP Purchase Share Amount by Investor. This Agreement serves as the subscription
by the Investor for the total number of Shares constituting the VWAP Purchase Share Amount purchased by the Investor in a VWAP Purchase
on a Purchase Date and the total number of Shares constituting the Intraday VWAP Purchase Share Amount purchased by the Investor in each
Intraday VWAP Purchase occurring on a Purchase Date, as applicable, pursuant to this Agreement, in each case, at the Issue Price therefor,
and accordingly it will not be necessary for the Investor to provide a separate (additional) subscription form or other documentation
to subscribe for and purchase such Shares pursuant to this Agreement.


 






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(c)         Delivery
of Shares on Purchase Share Delivery Date. Subject to the timely delivery by the Investor to the Company of a VWAP Purchase Confirmation
for each VWAP Purchase effected pursuant to this Agreement or an Intraday VWAP Purchase Confirmation for each Intraday VWAP Purchase
effected pursuant to this Agreement, as applicable, in each case in accordance with and containing the information and confirmations
referred to in Sections 3.1 and 3.2, respectively, the Company will issue the Shares constituting the applicable VWAP Purchase Share
Amount purchased by the Investor in such VWAP Purchase, or the Shares constituting the applicable Intraday VWAP Purchase Share Amount
purchased by the Investor in such Intraday VWAP Purchase, as applicable, for delivery by its transfer agent to the Investor pursuant
to a Deed of Issue, and the Company will cause its transfer agent to electronically transfer such Shares as DWAC Shares to the Investor
not later than 10:00 a.m., New York City time, on the Trading Day immediately following the Purchase Date for such VWAP Purchase or such
Intraday VWAP Purchase, as applicable (each such Trading Day on which such Shares are required to be issued and electronically transferred
in accordance with this Section 3.3(c), a “Purchase Share Delivery Date”).


 


(d)         Payment
of Aggregate VWAP Purchase Price and Aggregate Intraday VWAP Purchase Price Against Delivery of Shares. For (a) each VWAP
Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (1) the total number of Shares purchased
by the Investor in such VWAP Purchase and (2) the applicable VWAP Purchase Price for such Shares, as full payment for such Shares
purchased by the Investor in such VWAP Purchase (inclusive of the applicable Capital Increase Amount on deposit in the Capital Increase
Account for such Shares pursuant to Section 3.3(a)), and (b) each Intraday VWAP Purchase, the Investor shall pay to the Company
an amount in cash equal to the product of (1) the total number of Shares purchased by the Investor in such Intraday VWAP Purchase
and (2) the applicable Intraday VWAP Purchase Price for such Shares (inclusive of the applicable Capital Increase Amount on deposit
in the Capital Increase Account for such Shares pursuant to Section 3.3(a)), as full payment for such Shares purchased by the Investor
in such Intraday VWAP Purchase, in each case via wire transfer of immediately available funds, not later than 5:00 p.m., New York City
time, on the Trading Day immediately following the applicable Purchase Share Delivery Date for such VWAP Purchase and/or for such Intraday
VWAP Purchase (as applicable), provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the
Investor in such VWAP Purchase and in such Intraday VWAP Purchase (as applicable) on such Purchase Share Delivery Date in accordance
with Section 3.3(c), or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, then the Company’s
receipt of such funds in its designated account may occur on the Trading Day next following the Trading Day on which the Investor shall
have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day.


 






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(e)         Delivery
Failure; Cover Price. If the Company or its transfer agent shall fail for any reason (other than due to a reason directly attributable
to the Investor) to deliver to the Investor, as DWAC Shares, any Shares purchased by the Investor in a VWAP Purchase or an Intraday VWAP
Purchase prior to 10:00 a.m., New York City time, on the Trading Day immediately following the applicable Purchase Share Delivery Date
for such VWAP Purchase and/or for such Intraday VWAP Purchase (as applicable), and if on or after such Trading Day the Investor purchases
(in an open market transaction or otherwise) Ordinary Shares to deliver in satisfaction of a sale by the Investor of such Shares that
the Investor anticipated receiving from the Company on such Purchase Share Delivery Date in respect of such VWAP Purchase or such Intraday
VWAP Purchase (as applicable), then the Company shall, within one (1) Trading Day after the Investor’s request and at the
Investor's election, either (i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including
brokerage commissions, if any) for the Ordinary Shares so purchased (the “Cover Price”), at which point the
Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver
to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price
over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares purchased by the Investor in such
VWAP Purchase or in such Intraday VWAP Purchase (as applicable).


 


(f)         General.
The Company shall not issue any fraction of a share of Ordinary Shares to the Investor in connection with any VWAP Purchase or Intraday
VWAP Purchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of a share of Ordinary
Shares, the Company shall round such fraction of a share of Ordinary Shares down to the nearest whole share. All payments to be made
by the Investor pursuant to this Agreement shall be made by wire transfer of immediately available funds to such account as the Company
may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement.


 


(g)         Taxes.
All payments to be made by the Investor hereunder shall be made without withholding or deduction for or on account of any present or
future taxes, levies, imposts, duties, fees, assessments or other governmental charges whatsoever unless the Investor is compelled by
law to deduct or withhold such taxes, levies, imposts, duties, fees, assessments or other governmental charges. In that event, the Company
shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall
equal the amounts that would have been received if no withholding or deduction had been made.


 


Section 3.4.         Compliance
with Rules of Trading Market.


 


(a)         Exemption
From Certain Trading Market Shareholder Approval Requirements. The Company has taken all actions, provided all such notices and
disclosures, and obtained all consents, approvals, waivers or confirmations required under applicable listing rules of the Trading
Market, including, without limitation, under Nasdaq Listing Rule 5615(a)(3), such that the shareholder approval requirements under
Nasdaq Listing Rule 5635(d) shall not be applicable for any purposes of this Agreement, the other Transaction Documents and
the transactions contemplated hereby and thereby.


 


(b)         General.
The Company shall not issue or sell any Ordinary Shares pursuant to this Agreement if such issuance or sale would reasonably be expected
to result in (A) a violation of the Securities Act or applicable Dutch corporate law or (B) a breach of the listing rules of
the Trading Market. The provisions of this Section 3.4 shall be implemented in a manner otherwise than in strict conformity with
the terms of this Section 3.4 only if necessary to ensure compliance with the Securities Act, applicable Dutch corporate law and
the applicable rules of the Trading Market.


 






    	 	7	 



     


    

 


Section 3.5.         Beneficial
Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement,
the Company shall not issue or sell, and the Investor shall not purchase or acquire, any Ordinary Shares under this Agreement which,
when aggregated with all other Ordinary Shares then beneficially owned by the Investor and its affiliates (as calculated pursuant to
Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by
the Investor of more than 4.99% of the outstanding Ordinary Shares (the “Beneficial Ownership Limitation”).
Upon the written request of the Investor, the Company shall promptly (but not later than the next business day on which the Company’s
transfer agent is open for business) confirm orally or in writing to the Investor the number of Ordinary Shares then outstanding. The
Investor and the Company shall each cooperate in good faith in the determinations required under this Section 3.5 and the application
of this Section 3.5. The Investor’s written certification to the Company of the applicability of the Beneficial Ownership
Limitation, and the resulting effect thereof hereunder at any time, shall be conclusive with respect to the applicability thereof and
such result absent manifest error. The provisions of this Section 3.5 shall be construed and implemented in a manner otherwise than
in strict conformity with the terms of this Section 3.5 to the extent necessary to properly give effect to the limitations contained
in this Section 3.5.


 


Article IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR


 


The Investor hereby makes
the following representations, warranties and covenants to the Company:


 


Section 4.1.         Organization
and Standing of the Investor. The Investor is a company duly organized, validly existing
and in good standing under the laws of Germany.


 


Section 4.2.         Authorization
and Power. The Investor has the requisite power and authority to enter into and perform
its obligations under this Agreement and the Registration Rights Agreement and to purchase or acquire the Securities in accordance
with the terms hereof. The execution, delivery and performance by the Investor of this Agreement and the Registration Rights
Agreement and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary
action, and no further consent or authorization of the Investor or its officers is required. Each of this
Agreement and the Registration Rights Agreement has been duly executed and delivered by the Investor and constitutes a valid and
binding obligation of the Investor enforceable against it in accordance with its terms, except as such enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership, or similar laws
relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of
general application (including any limitation of equitable remedies).


 






    	 	8	 



     


    

 


Section 4.3.         No
Conflicts. The execution, delivery and performance by the Investor of this Agreement and
the Registration Rights Agreement and the consummation by the Investor of the transactions contemplated hereby and thereby do not and
shall not (i) result in a violation of such Investor’s certificate of formation or other applicable organizational instruments,
(ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a default) under,
or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust,
indenture, note, bond, license, lease agreement, instrument or obligation to which the Investor is a party or is bound, (iii) create
or impose any lien, charge or encumbrance on any property of the Investor under any agreement or any commitment to which the Investor
is party or under which the Investor is bound or under which any of its properties or assets are bound, or (iv) result in a violation
of any federal, state, local or foreign statute, rule, or regulation, or any order, judgment or decree of any Governmental Authority
applicable to the Investor or by which any of its properties or assets are bound or affected, except, in the case of clauses (ii), (iii) and
(iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations and violations as would not, individually or
in the aggregate, prohibit or otherwise interfere with, in any material respect, the ability of the Investor to enter into and perform
its obligations under this Agreement and the Registration Rights Agreement. The Investor is not required under any applicable federal,
state or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with,
any Governmental Authority in order for it to execute, deliver or perform any of its obligations under this Agreement and the Registration
Rights Agreement or to purchase or acquire the Securities in accordance with the terms hereof; provided, however, that
for purposes of the representation made in this sentence, the Investor is assuming and relying upon the accuracy of the relevant representations
and warranties and the compliance with the relevant covenants and agreements of the Company in the Transaction Documents to which it
is a party.


 


Section 4.4.         Investment
Purpose. The Investor is acquiring the Securities for its own account, for investment purposes
and not with a view towards, or for resale in connection with, the public sale or distribution thereof, in violation of the Securities
Act or any applicable state securities laws or Dutch regulatory law; provided, however, that by making the representations
herein, the Investor does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific
term and reserves the right to dispose of the Securities at any time in accordance with, or pursuant to, a registration statement filed
pursuant to the Registration Rights Agreement or an applicable exemption under the Securities Act. The Investor does not presently have
any agreement or understanding, directly or indirectly, with any Person to sell or distribute any of the Securities. The Investor is
acquiring the Securities hereunder in the ordinary course of its business.


 


Section 4.5.         Accredited
Investor Status. The Investor is an “accredited investor” as that term is defined
in Rule 501(a) of Regulation D.


 


Section 4.6.         Reliance
on Exemptions. The Investor understands that the Securities are being offered and sold to
it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and Dutch law and
that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties,
agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions
and the eligibility of the Investor to acquire the Securities.


 






    	 	9	 



     


    

 


Section 4.7.         Information.
All materials relating to the business, financial condition, management and operations of the Company and materials relating to the
offer and sale of the Securities which have been requested by the Investor have been furnished or otherwise made available to the Investor
or its advisors, including, without limitation, the Commission Documents. The Investor understands that its investment in the Securities
involves a high degree of risk. The Investor is able to bear the economic risk of an investment in the Securities and has such knowledge
and experience in financial and business matters that it is capable of evaluating the merits and risks of a proposed investment in the
Securities. The Investor and its advisors have been afforded the opportunity to ask questions of and receive answers from representatives
of the Company concerning the financial condition and business of the Company and other matters relating to an investment in the Securities.
Neither such inquiries nor any other due diligence investigations conducted by the Investor or its advisors, if any, or its representatives
shall modify, amend or affect the Investor’s right to rely on the Company’s representations and warranties, or impact the
indemnities, contained in this Agreement or in any other Transaction Document to which the Company is a party or the Investor’s
right to rely on any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of
the transaction contemplated hereby (including, without limitation, the opinions of the Company’s counsel delivered pursuant to
Section 7.2(xiv)). The Investor has sought such accounting, legal and tax advice as it has considered necessary to
make an informed investment decision with respect to its acquisition of the Securities. The Investor understands that it (and not the
Company) shall be responsible for its own tax liabilities that may arise as a result of this investment or the transactions contemplated
by this Agreement.


 


Section 4.8.         No
Governmental Review. The Investor understands that no U.S. federal or state agency, Dutch
agency or any other government or Governmental Authority has passed on or made any recommendation or endorsement of the Securities or
the fairness or suitability of an investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering
of the Securities.


 


Section 4.9.         No
General Solicitation. The Investor is not purchasing or acquiring the Securities as a result
of any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale
of the Securities.


 


Section 4.10.      Not
an Affiliate. The Investor is not an officer, director or an Affiliate of the Company. Immediately
prior to the execution of this Agreement, the Investor did not beneficially own any Ordinary Shares or securities exercisable for or
convertible into Ordinary Shares. During the Investment Period, the Investor will not acquire for its own account any Ordinary Shares
or securities exercisable for or convertible into Ordinary Shares, other than pursuant to this Agreement; provided, however,
that nothing in this Agreement shall prohibit or be deemed to prohibit the Investor from purchasing, in an open market transaction or
otherwise, Ordinary Shares necessary to make delivery by the Investor in satisfaction of a sale by the Investor of Shares that the Investor
anticipated receiving from the Company in connection with the settlement of a VWAP Purchase or an Intraday VWAP Purchase (as applicable)
if the Company or its transfer agent shall have failed for any reason (other than a failure of the Investor or its Broker-Dealer to set
up a DWAC and required instructions) to electronically transfer all of the Shares subject to such VWAP Purchase or such Intraday VWAP
Purchase (as applicable) to the Investor on the applicable Purchase Share Delivery Date by crediting the Investor’s or its designated
Broker-Dealer’s account at DTC through its DWAC delivery system in compliance with Section 3.3 of this Agreement.



 






    	 	10	 



     


    

 


Section 4.11.      No
Prior Short Sales. At no time prior to the date of this Agreement has the Investor, any
of their respective officers, or any entity managed or controlled by the Investor, engaged in or effected, in any manner whatsoever,
directly or indirectly, for its own account or for the account of any of its Affiliates, any (i) “short sale” (as such
term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Ordinary Shares or (ii) hedging transaction, which
establishes a net short position with respect to the Ordinary Shares, in each case in violation of applicable law.


 


Section 4.12.      Statutory
Underwriter Status. The Investor acknowledges that it will be disclosed as an “underwriter”
and a “selling shareholder” in each Registration Statement and in any Prospectus contained therein to the extent required
by applicable law and to the extent the Prospectus is related to the resale of Registrable Securities.


 


Section 4.13.      Resales
of Securities. The Investor represents, warrants and covenants that it will resell Securities
purchased or acquired by the Investor from the Company pursuant to this Agreement only pursuant to the Registration Statement in which
the resale of such Securities is registered under the Securities Act and the Prospectus contained therein or otherwise in compliance
with all applicable U.S. federal and applicable state securities laws, rules and regulations, in a manner described under the caption
 “Plan of Distribution” in such Registration Statement and Prospectus, and in a manner in compliance with all applicable U.S.
federal and applicable state securities laws, rules and regulations.


 


Article V

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY


 


 The Company hereby makes
the following representations, warranties and covenants to the Investor:


 


Section 5.1.         Organization,
Good Standing and Power.  Each of the Company and its Subsidiaries has been duly formed
or incorporated, as applicable, and is validly existing and is in good standing (to the extent good standing is a known concept in the
applicable jurisdiction) under the laws of the jurisdiction in which it is existing or organized (to the extent applicable) with full
power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Commission
Documents, and is duly qualified to do business as a foreign corporation and is in good standing (to the extent good standing is a known
concept in the applicable jurisdiction) under the laws of each jurisdiction which requires such qualification, except where the failure
to be so qualified or in good standing would not reasonably be expected, individually or in the aggregate, to have a Material Adverse
Effect.


 






    	 	11	 



     


    

 


Section 5.2.         Authorization,
Enforcement. The Company has the requisite corporate power and authority to enter into and
perform its obligations under each of the Transaction Documents to which it is a party and to issue the Securities in accordance with
the terms hereof and thereof. Except for approvals by or taken on behalf of the Company’s Management Board and Supervisory Board
as may be required in connection with any issuance and sale of Shares to the Investor hereunder (which approvals shall either (A) be
obtained prior to the delivery of any VWAP Purchase Notice and any Intraday VWAP Purchase Notice or (B) be included in each Deed
of Issue), the execution, delivery and performance by the Company of each of the Transaction Documents to which it is a party and the
consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate
action, and no further consent or authorization of the Company, its Supervisory Board, its Management Board or its general meeting of
shareholders is required. Each of the Transaction Documents to which the Company is a party has been duly executed and delivered by the
Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship,
receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other
equitable principles of general application (including any limitation of equitable remedies).


 


Section 5.3.         Capitalization.
The authorized, issued and outstanding share capital of the Company was as set forth in the Commission Documents as of the dates
reflected therein. There are no authorized or outstanding phantom equity, rights to receive shares, RSUs, options, conversion rights,
warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable
or exercisable for or that can be settled in, any share capital of the Company or any of its subsidiaries other than those described
in the Commission Documents. The issued share capital of the Company and the Securities have been duly authorized and validly issued
and are fully paid and non-assessable (meaning that the holders of the Ordinary Shares will not by reason of merely being such a holder,
be subject to assessment or calls by the Company or its creditors for further payment on such Ordinary Shares). None of the issued shares
of the Company were issued in violation of the preemptive or other similar rights of any security holder of the Company. All outstanding
shares in the capital of the Company, and, when the relevant Securities have been delivered and paid for in accordance with this Agreement
and upon execution of the relevant Deed of Issue, on the relevant Purchase Share Delivery Date, will be, validly issued, fully paid,
non-assessable (meaning that the holders of the Ordinary Shares will not by reason of merely being such a holder, be subject to assessment
or calls by the Company or its creditors for further payment on such Ordinary Shares), freely transferable and free of any third party
rights and conform to the description of the Securities contained in the Commission Documents; any preemptive rights of any existing
shareholders in connection with the offer and sale of the Securities are validly excluded or waived and will be validly excluded or waived
at the respective time of delivery.


 


Section 5.4.         Issuance
of Securities. The Shares to be purchased by the Investor pursuant to a particular VWAP
Purchase Notice or pursuant to an Intraday VWAP Purchase Notice will be, upon the execution of the relevant Deed of Issue, duly authorized
by all necessary corporate action on the part of the Company. The Shares, when issued and sold against payment therefor in accordance
with this Agreement and a Deed of Issue, shall be validly issued and outstanding, fully paid and non-assessable (meaning that a holder
of Shares will not by reason of merely being such a holder, be subject to assessment or calls by the Company or its creditors for further
payment on such Shares), any preemptive rights relating to the issuance and sale of the Shares to the Investor will be excluded prior
to the issuance of such Securities and the issuance and sale of the Securities is not subject to any rights of first refusal or other
similar rights to subscribe for or purchase the Securities, and the Investor shall be entitled to all rights accorded to a holder of
Ordinary Shares. The Ordinary Shares of the Company conform in all material respects to the descriptions thereof contained in the Commission
Documents.


 






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Section 5.5.         No
Conflicts. The execution, delivery and performance by the Company of each of the Transaction
Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby do not and shall
not (i) result in a violation of any provision of the Company’s articles of association (the “Articles of Association”)
or the organizational documents of any of the Company’s Subsidiaries, (ii) conflict with or result in a breach or violation
of any of the terms or provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would become
a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage,
deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Subsidiaries
is a party or is bound, (iii) create or impose a lien, charge or encumbrance on any property or assets of the Company or any of
its Subsidiaries under any agreement or any commitment to which the Company or any of its Subsidiaries is a party or by which the Company
or any of its Subsidiaries is bound or to which any of their respective properties or assets is subject, or (iv) result in a violation
of any U.S. federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of
its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are bound or affected (including U.S. federal
and state securities laws and regulations, applicable Dutch law and the rules and regulations of the Trading Market or Eligible
Market, as applicable), except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments,
acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually or in the aggregate, have a Material
Adverse Effect. Except as specifically contemplated by this Agreement or the Registration Rights Agreement and as required under the
Securities Act and any applicable state securities laws, the Company is not required under any federal, state, local or foreign law,
rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or Governmental
Authority (including, without limitation, the Trading Market) in order for it to execute, deliver or perform any of its obligations under
the Transaction Documents to which it is a party, or to issue the Securities to the Investor in accordance with the terms hereof and
thereof (other than such consents, authorizations, orders, filings or registrations as have been obtained or made prior to the Closing
Date); provided, however, that, for purposes of the representation made in this sentence, the Company is assuming and relying
upon the accuracy of the representations and warranties of the Investor in this Agreement and the compliance by it with its covenants
and agreements contained in this Agreement and the Registration Rights Agreement.


 






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Section 5.6.         Commission
Documents, Financial Statements; Disclosure Controls and Procedures; Internal Controls Over Financial Reporting; Accountants.


 


(a)          Since
November 16, 2021, the Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under
the Exchange Act) all Commission Documents required to be filed with or furnished to the Commission by the Company under the Securities
Act or the Exchange Act, including those required to be filed with or furnished to the Commission under Section 13(a) or Section 15(d) of
the Exchange Act. As of the date of this Agreement, no Subsidiary of the Company is required to file or furnish any report, schedule,
registration, form, statement, information or other document with the Commission. As of its filing date (or, if amended or superseded
by a filing prior to the Closing Date, on the date of such amended or superseded filing), each Commission Document filed with or furnished
to the Commission prior to the Closing Date complied in all material respects with the requirements of the Securities Act or the Exchange
Act, as applicable. Each Registration Statement, on the date it is filed with the Commission, on the date it is declared effective by
the Commission and on each Purchase Date shall comply in all material respects with the requirements of the Securities Act (including,
without limitation, Rule 415 under the Securities Act) and shall not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, except that
this representation and warranty shall not apply to statements in or omissions from such Registration Statement made in reliance upon
and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly
for use therein. The Prospectus and each Prospectus Supplement required to be filed pursuant to this Agreement or the Registration Rights
Agreement after the Closing Date, when taken together, on its date and on each Purchase Date shall comply in all material respects with
the requirements of the Securities Act (including, without limitation, Rule 424(b) under the Securities Act) and shall not
contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they were made, not misleading, except that this representation
and warranty shall not apply to statements in or omissions from the Prospectus or any Prospectus Supplement made in reliance upon and
in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly
for use therein. Each Commission Document (other than the Initial Registration Statement or any New Registration Statement, or the Prospectus
included therein or any Prospectus Supplement thereto) to be filed with or furnished to the Commission after the Closing Date and incorporated
by reference in the Initial Registration Statement or any New Registration Statement, or the Prospectus included therein or any Prospectus
Supplement thereto required to be filed pursuant to this Agreement or the Registration Rights Agreement (including, without limitation,
the Form 6-K Report), when such document is filed with or furnished to the Commission and, if applicable, when such document becomes
effective, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act,
as applicable. The Company has delivered or made available to the Investor via EDGAR or otherwise true and complete copies of all comment
letters and substantive correspondence received by the Company from the Commission relating to the Commission Documents filed with or
furnished to the Commission as of the Closing Date, together with all written responses of the Company thereto in the form such responses
were filed via EDGAR. Except as disclosed in the Commission Documents, there are no outstanding or unresolved comments or undertakings
in such comment letters received by the Company from the Commission. The Commission has not issued any stop order or other order suspending
the effectiveness of any registration statement filed by the Company under the Securities Act or the Exchange Act.


 


(b)         The
consolidated historical financial statements and schedules of the Company and its consolidated subsidiaries included in the Commission
Documents present fairly in all material aspects the financial condition, results of operations and cash flows of the Company and its
consolidated Subsidiaries as of the dates and for the periods indicated, comply as to form, in all material aspects with the applicable
accounting requirements of the Securities Act and have been prepared in conformity with international financial reporting standards as
issued by the International Accounting Standards Board (“IFRS”) and applied on a consistent basis throughout
the periods involved (except as otherwise noted therein). The supporting schedules, if any, present fairly in accordance with IFRS the
information required to be stated therein in all material respects. The summary financial information included in the Commission Documents
fairly present, in all material respects, on the basis stated in the Commission Documents, the information included therein and have
been compiled on a basis consistent with that of the audited financial statements included therein.


 






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(c)         Except
as set forth in the Commission Documents, the Company and each of its Subsidiaries maintains a system of internal accounting controls
sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific
authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS
and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or
specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences. Except as set forth in the Commission Documents, the Company and its
subsidiaries’ internal control over financial reporting (as defined under Rule 13a-15(f) of the Exchange Act) are effective
and the Company and its Subsidiaries are not aware of any material weakness in their internal controls over financial reporting.


 


(d)         PricewaterhouseCoopers
GmbH Wirtschaftsprüfungsgesellschaft (the “Accountant”), who have audited the financial statements of
the Company and its consolidated Subsidiaries and delivered their report with respect to the audited consolidated financial statements
included in the 2021 Form 20-F, are independent public accountants with respect to the Company within the meaning of the Securities
Act and the applicable published rules and regulations thereunder.


 


(e)         Except as set forth in the Commission Documents, the
Company and its Subsidiaries maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under
the Exchange Act) that have been designed to ensure that material information relating to the Company and its Subsidiaries is made known
to the Company’s principal executive officer and principal financial officer by others within those entities and such disclosure
controls and these procedures are effective in all material respects to perform the functions for which they were established.


 


Section 5.7.         Subsidiaries.
Exhibit 8.1 of the 2021 Form 20-F sets forth each Subsidiary of the Company as of the Closing Date, other than those that may
be omitted pursuant to Item 601 of Regulation S-K showing its jurisdiction of incorporation or organization, and the Company does not
have any other Subsidiaries as of the Closing Date, other than those that may be omitted pursuant to Item 601 of Regulation S-K. All
the outstanding shares of capital stock of each Subsidiary of the Company have been duly and validly authorized and issued and are fully
paid and non-assessable (meaning that a holder of shares will not by reason of merely being such a holder, be subject to assessment or
calls by the Company or its creditors for further payment on such shares), and, except as otherwise set forth in the Commission Documents,
all outstanding shares of capital stock of the Company’s Subsidiaries are owned by the Company either directly or through wholly
owned Subsidiaries free and clear of any perfected security interest or any other security interests, mortgages, pledges, claims, liens,
encumbrances or equity. No Subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the
Company, from making any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances
to such subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other
Subsidiary of the Company.


 






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Section 5.8.         No
Material Adverse Effect or Material Adverse Change. Except as otherwise disclosed in any
Commission Documents, since March 31, 2022, (a)  there has been no change, nor any development or event involving a prospective
change, in the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its Subsidiaries,
taken as a whole that is material and adverse to the Company and its subsidiaries; (b) there has been no dividend or distribution
of any kind declared, paid or made by the Company on any class of its capital stock; and (c) there has been no material adverse
change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its
subsidiaries.


 


Section 5.9.         Absence
of Existing Defaults and Conflicts. Neither the Company nor any of its Subsidiaries is in
violation or default of, and neither the issue and sale of the Securities nor the consummation of any other of the transactions herein
contemplated or the fulfillment of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien,
charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to (i) any provision of its
articles of association or bylaws, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan
agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property
is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree of any Governmental Authority having jurisdiction
over the Company or such Subsidiary or any of its properties, as applicable, except in the case of clauses (ii) and (iii) for
any such breach, violation or imposition as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse
Effect.


 


Section 5.10.      No
Undisclosed Liabilities. The Company and the Subsidiaries do not have any material liabilities
or obligations, direct or contingent (including any off-balance sheet obligations or any “variable interest entities” as
that term is used in Accounting Standards Codification Paragraph 810-10-25-20), not described in Commission Documents which are required
to be described in the Commission Documents.


 


Section 5.11.      Indebtedness;
Solvency. There is no existing or continuing default or event of default in respect of any
Indebtedness of the Company or any of its Subsidiaries. The Company has not taken any steps, and does not currently expect to take any
steps, to seek protection pursuant to any Bankruptcy Law, nor does the Company have any Knowledge that its creditors intend to initiate
involuntary bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any Bankruptcy Law
or any law for the relief of debtors. The Company is financially solvent and is generally able to pay its debts as they become due. The
Company is not in, nor subject to, a bankruptcy or insolvency proceeding in the Netherlands, Germany or in any other foreign jurisdiction.


 


Section 5.12.      Title
to Property; Leases. Each of the Company and each of its Subsidiaries owns or leases all
such properties and assets as are necessary to the conduct of its operations as presently conducted, except as would not reasonably be
expected to have a Material Adverse Effect.


 






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Section 5.13.      Litigation. 
Except as set forth in the Commission Documents, no action, suit or proceeding (including any inquiries or investigations) by or
before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries or its
or their property is pending or, to the knowledge of the Company, threatened that (i) would reasonably be expected to have a
material adverse effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby or
(ii) could reasonably be expected to have a Material Adverse Effect.


 


Section 5.14.      Registration
Rights. Except as described in the Prospectus or a Prospectus Supplement, no holders of
securities of the Company have rights to the registration of such securities under the Registration Statement.


 


Section 5.15.      Certain
Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company
to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the
transactions contemplated by the Transaction Documents. The Investor shall have no obligation with respect to any fees or with respect
to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section 5.15 incurred by the Company
or its Subsidiaries that may be due or payable in connection with the transactions contemplated by the Transaction Documents.


 


Section 5.16.      Disclosure.
The Company confirms that as of the Commencement Date and thereafter, neither it nor any other Person acting on its behalf has provided
the Investor or any of its agents, advisors or counsel with any information that constitutes or could reasonably be expected to constitute
material, nonpublic information concerning the Company or any of its Subsidiaries that has not been publicly disclosed by the Company
in a Commission Document filed by the Company with the Commission, other than the existence of the transactions contemplated by the Transaction
Documents. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting resales of
Securities under the Registration Statement.


 


Section 5.17.      Permits;
Intellectual Property.


 


(a)         The
Company and its Subsidiaries possess all licenses, certificates, permits, approvals, consents and other authorizations (collectively,
the “Permits”) issued by all applicable authorities necessary to conduct their respective businesses as presently
conducted, except where the failure to possess such Permits would not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation
or modification of any such Permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would
reasonably be expected to have a Material Adverse Effect.


 






    	 	17	 



     


    

 


(b)         The
Company and its Subsidiaries own, possess, license or have other valid rights to use, on reasonable terms, all patents, patent applications,
trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology,
know-how and other intellectual property necessary for the conduct of the Company’s business as now conducted or as proposed in
the Commission Documents to be conducted (collectively, the “Intellectual Property”). Except as set forth in
the Commission Documents, (i)  the Intellectual Property is owned by the Company or any of its Subsidiaries free and clear of all
liens, security interests, or encumbrances; (ii) to the Knowledge of the Company, there is no material infringement, misappropriation
or other violation by third parties of any Intellectual Property, and there is no pending or threatened action, suit, proceeding or claim
by the Company or its Subsidiaries against any third party for such infringement, misappropriation or other violation, and neither the
Company nor its Subsidiaries are aware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim;
(iii) there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others against the
Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to any Intellectual Property, and
neither the Company nor its Subsidiaries are aware of any facts which would form a reasonable basis for any such action, suit, proceeding
or claim; (iv) there is no pending or, to the Company’s Knowledge, threatened material action, suit, proceeding or claim by
others challenging the validity or scope of any Intellectual Property, including interferences, oppositions, reexaminations, or government
proceedings, and neither the Company nor its Subsidiaries are aware of any facts which would form a reasonable basis for any such material
action, suit, proceeding or claim; (v) the patents, trademarks and copyrights included within the Intellectual Property are valid,
enforceable and subsisting, and the patent, trademark, and copyright applications included within the Intellectual Property are subsisting
and have not been abandoned; (vi) there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding
or claim by others that the Company or its Subsidiaries infringe, misappropriate or otherwise violate, or would, upon the commercialization
of any product or service described in the Commission Documents infringe, misappropriate, or otherwise violate, any patent, trademark,
copyright, trade secret or other proprietary rights of others, and neither the Company nor its Subsidiaries are aware of any facts which
would form a reasonable basis for any such action, suit, proceeding or claim; (vii) the development, manufacture, sale, and any
current or proposed use of any of the products, proposed products or processes of the Company and its Subsidiaries referred to in the
Prospectus and the Prospectus Supplements, if any, in the current or proposed conduct of the business of the Company and its subsidiaries,
have not, do not currently, and to the Company’s Knowledge, will not upon commercialization, infringe, misappropriate or otherwise
violate any patent, trademark, copyright, trade secret or other proprietary right of any third party; (viii) all Intellectual Property
owned by or licensed to the Company or its Subsidiaries or under which the Company or its Subsidiaries have rights has been duly and
properly filed and maintained and to the Company’s Knowledge there are no material defects in any of the patents or patent applications
in the Intellectual Property; (ix) no Intellectual Property has been adjudged by a court of competent jurisdiction invalid or unenforceable,
in whole or in part; (x) to the Company’s Knowledge, there is no prior art that may render any issued patent held by the Company
invalid; (xi) all prior art of which the Company or its Subsidiaries are aware that is material to the validity of a U.S. patent
or to the patentability of a pending U.S. patent application that the Company or its Subsidiaries own, possess, license or have other
rights to use has been disclosed to the U.S. Patent and Trademark Office in compliance with 37 CFR §1.56 during the prosecution
of such applicable patent or applicable patent application, and, in the case of all other patents and patent applications included in
the Intellectual Property, all such prior art has been disclosed to the patent office of other jurisdictions where required; and (xii) to
the Company’s Knowledge, there is no reason for the scope of any issued claims under any patents included in the Intellectual Property,
or for the scope of any claims that issue under any pending patent applications included in the Intellectual Property, to be materially
less than the scope reflected in such patent or patent application, respectively, as of the date hereof. Each person who has created
or developed any Intellectual Property as an employee of or contractor to the Company or its Subsidiaries has done so pursuant to a binding
and enforceable written agreement (or pursuant to similar obligations by operation of law) which includes provisions sufficient to ensure
that the Company or its Subsidiaries are the exclusive owner of such Intellectual Property. To the Company’s Knowledge, no employee,
consultant or independent contractor of the Company is in or has ever been in violation in any material respect of any term of any employment
contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, non-disclosure
agreement or any restrictive covenant to or with a former employer or independent contractor where the basis of such violation relates
to such employee’s employment or independent contractor’s engagement with the Company or its Subsidiaries or actions undertaken
while employed or engaged with the Company or its Subsidiaries. The Company and its Subsidiaries have taken and will take reasonable
steps in accordance with standard industry practices to maintain and protect the confidentiality of the trade secrets and other confidential
Intellectual Property used in connection with the businesses of the Company and its Subsidiaries and, to the Knowledge of the Company,
such confidential Intellectual Property has not been compromised or disclosed to or accessed by any third party except pursuant to nondisclosure
and confidentiality agreements.


 






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Section 5.18.      Environmental
Compliance. The Company and its Subsidiaries (i) are in compliance with any and all
applicable foreign, federal, state and local laws and regulations and any order of any domestic or foreign Governmental Authority relating
to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants
(“Environmental Laws”), (ii) have received and are in compliance with all permits, licenses or other approvals
required of them under applicable Environmental Laws to conduct their respective businesses as described in the Commission Documents,
and (iii) have not received notice of any actual or potential liability under any Environmental Law, except where such non-compliance
with Environmental Laws, failure to receive required permits, licenses or other approvals, or liability would not, individually or in
the aggregate, have a Material Adverse Effect. Except as set forth in the Commission Documents, neither the Company nor any of its Subsidiaries
been named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and Liability
Act of 1980, as amended, or equivalent legislation. In the ordinary course of its business, the Company periodically reviews the effect
of Environmental Laws on the business, operations and properties of the Company and its Subsidiaries, in the course of which it identifies
and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up,
closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating
activities and any potential liabilities to third parties). On the basis of such review and to the best of its Knowledge, the Company
has reasonably concluded that such associated costs and liabilities would not, singly or in the aggregate, reasonably be expected to
have a Material Adverse Effect, except as set forth in the Commission Documents.


 






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Section 5.19.      Material
Agreements. Except as set forth in the Commission Documents, neither the Company nor any
Subsidiary of the Company is a party to any material written or oral contract, instrument, agreement commitment, obligation, plan or
arrangement, a copy of which would be required to be filed with the Commission as an exhibit to an annual report on Form 20-F (collectively,
 “Material Agreements”). Each of the Material Agreements described in the Commission Documents conform in all
material respects to the descriptions thereof contained or incorporated by reference therein. Except as set forth in the Commission Documents,
each of the Material Agreements is in full force and effect, and constitutes a legal, valid and binding obligation enforceable in accordance
with its terms against the Company and/or any of its Subsidiaries and, to the Knowledge of the Company, each other contracting party
thereto, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation,
conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies
or by other equitable principles of general application.


 


Section 5.20.      Employees;
Labor Laws; Absence of Compensation Issues. No labor dispute with the employees of the Company
or any of its Subsidiaries exists or is threatened in writing or to the Company’s Knowledge, imminent, and the Company is not aware
of any existing or imminent labor disturbance by the employees of any of its or its Subsidiaries’ principal suppliers, manufacturers
or contractors, that would reasonably be expected to have a Material Adverse Effect, except as set forth in the Commission Documents.
None of the following events has occurred, exists or is reasonably likely to occur that would, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect or except as set forth in or contemplated in the Commission Documents: (i)  a failure
by the Company or any of its Subsidiaries to fulfill its obligations, if any, under the minimum funding standards of any applicable pension,
labor, employee benefits or similar laws or regulations; (ii) an audit or investigation by any taxing authority, any labor authority,
any pension regulator or any other Governmental Authority with respect to the employment or compensation of employees by any of the Company
or any of its Subsidiaries; (iii) any breach of any contractual obligation, or any violation of law, with respect to (x) any
employee benefit plans, agreements or arrangements or (y) the employment or compensation of employees by the Company or any of its
Subsidiaries; (iv) any event or condition giving rise to a liability under any pension, labor employee benefits or similar laws
or regulations; or (v) the filing of a claim by, for or in respect of one or more employees or former employees of the Company or
any of its Subsidiaries related to (x) any employee benefit plans, agreements or arrangements or (y) their employment or compensation.


 


Section 5.21.      Use
of Proceeds. The proceeds from the sale of the Shares by the Company to Investor shall be
used by the Company and its Subsidiaries in the manner as will be set forth in the Prospectus included in any Registration Statement
(and any post-effective amendment thereto) and any Prospectus Supplement thereto filed pursuant to the Registration Rights Agreement.


 


Section 5.22.      Investment
Company Act Status. The Company is not, and as a result of the consummation of the transactions
contemplated by the Transaction Documents and the application of the proceeds from the sale of the Shares as will be set forth in the
Prospectus included in any Registration Statement (and any post-effective amendment thereto) and any Prospectus Supplement thereto filed
pursuant to the Registration Rights Agreement the Company will not be an “investment company” within the meaning of the Investment
Company Act of 1940, as amended.


 






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Section 5.23.       Taxes.
The Company and its Subsidiaries have filed all tax returns that are required to be filed or have requested extensions thereof (except
in any case in which the failure to so file would not have a Material Adverse Effect or except as set forth in or contemplated in the
Commission Documents) and have paid all taxes required to be paid by them and any other assessment, fine or penalty levied against them,
to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested
in good faith, or as would not reasonably be expected to have a Material Adverse Effect, or except as set forth in or contemplated in
the Commission Documents; and there is no tax deficiency which has been or might reasonably be expected to be asserted or threatened
against the Company or any of its Subsidiaries, except as would not reasonably be expected to have a Material Adverse Effect.


 


Section 5.24.       Insurance.
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks
and in such amounts as the Company reasonably believes are adequate and customary in the businesses in which they are engaged; all policies
of insurance and fidelity or surety bonds insuring the Company or any of its Subsidiaries or their respective businesses, assets, employees,
officers and directors are in full force and effect; the Company and its Subsidiaries are in compliance with the terms of such policies
and instruments in all material respects; and there are no material claims by the Company or any of its Subsidiaries under any such policy
or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; neither the Company
nor any such Subsidiary has been refused any insurance coverage sought or applied for; and neither the Company nor any such Subsidiary
has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably be expected have
a Material Adverse Effect.


 


Section 5.25.      Exemption
from Registration. Subject to, and in reliance on, the representations, warranties and covenants
made herein by the Investor, the offer and sale of the Securities by the Company to the Investor in accordance with the terms and conditions
of this Agreement is exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2); provided,
however, that at the request of and with the express agreements of the Investor (including, without limitation, the representations,
warranties and covenants of Investor set forth in Sections 4.9 through 4.13), the Securities to be issued from and after Commencement
to or for the benefit of the Investor pursuant to this Agreement shall be issued to the Investor or its designee only as DWAC Shares
and will not bear legends noting restrictions as to resale of such Securities under federal or state securities laws, nor will any such
Securities be subject to stop transfer instructions.


 


Section 5.26.      No
General Solicitation or Advertising. Neither the Company, nor any of its Subsidiaries or
Affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within
the meaning of Regulation D) in connection with the offer or sale of the Securities.


 






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Section 5.27.      No
Integrated Offering. None of the Company, its Subsidiaries or any of their Affiliates, nor
any Person acting on their behalf has (which shall exclude the Investor), directly or indirectly, made any offers or sales of any security
or solicited any offers to buy any security, under circumstances that would require registration under the Securities Act or any applicable
U.S. state or Dutch laws of the offer, issuance and sale of any of the Securities by the Company to the Investor pursuant to this Agreement,
whether through integration with prior offerings or otherwise, or cause this offering of the Securities by the Company to require approval
of shareholders of the Company under any applicable shareholder approval provisions, including, without limitation, under the rules and
regulations of the Trading Market. None of the Company, its Subsidiaries, their Affiliates nor any Person acting on their behalf will
take any action or steps referred to in the preceding sentence that would require registration under the Securities Act or any applicable
U.S. state or Dutch laws of the offer, issuance and sale of any of the Securities by the Company to the Investor pursuant to this Agreement
or cause the offering of any of the Securities by the Company to be integrated with any other offering of securities of the Company.


 


Section 5.28.       Absence
of Compensation Issues. None of the following events has occurred, exists or is reasonably
likely to occur that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or except as set
forth in or contemplated in the Commission Documents: (i)  a failure by the Company or any of its Subsidiaries
to fulfill its obligations, if any, under the minimum funding standards of any applicable pension, labor, employee benefits or similar
laws or regulations; (ii) an audit or investigation by any taxing authority, any labor authority, any pension regulator or any other
governmental agency or regulatory agency with respect to the employment or compensation of employees by any of the Company or any of
its Subsidiaries; (iii) any breach of any contractual obligation, or any violation of law, with respect to (x) any employee
benefit plans, agreements or arrangements or (y) the employment or compensation of employees by the Company or any of its subsidiaries;
(iv) any event or condition giving rise to a liability under any pension, labor employee benefits or similar laws or regulations;
or (v) the filing of a claim by, for or in respect of one or more employees or former employees of the Company or any of its Subsidiaries
related to (x) any employee benefit plans, agreements or arrangements or (y) their employment or compensation.


 


Section 5.29.      Dilutive
Effect. The Company is aware and acknowledges that issuance of the Securities could cause
dilution to existing shareholders and could significantly increase the outstanding number of Ordinary Shares. The Company further acknowledges
that its obligation to issue the Shares pursuant to the terms of a VWAP Purchase Notice and to issue the Shares pursuant to the terms
of an Intraday VWAP Purchase Notice, as applicable, in accordance with this Agreement is, in each case, absolute and unconditional regardless
of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.


 


Section 5.30.      Manipulation
of Price. Neither the Company nor any of its officers, directors and, to the Knowledge of
the Company, no Affiliate nor any Person acting on their behalf has, (i) taken, directly or indirectly, any action designed or intended
to cause or to result in the stabilization or manipulation of the price of any security of the Company, or which caused or resulted in,
or which would in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security
of the Company, in each case to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any
compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for
soliciting another to purchase any other securities of the Company. Neither the Company nor any of its officers, directors or Affiliates
will during the term of this Agreement, and, to the Knowledge of the Company, no Person acting on their behalf will during the term of
this Agreement, take any of the actions referred to in the immediately preceding sentence. Neither the Company nor any Affiliate of the
Company has taken, nor will the Company or any Affiliate take, directly or indirectly (without giving effect to the activities of the
Investors), any action designed to or that would constitute or that might reasonably be expected to cause or result in stabilization
or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities or to result in a violation
of Regulation M under the Exchange Act.


 






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Section 5.31.      Securities
Act. The Company has complied and shall comply with all applicable U.S. federal and applicable
state securities laws and all applicable Dutch laws in connection with the offer, issuance and sale of the Securities hereunder, including,
without limitation, the applicable requirements of the Securities Act. Each Registration Statement, upon filing with the Commission and
at the time it is declared effective by the Commission, shall satisfy all of the requirements of the Securities Act to register the resale
of the Registrable Securities included therein by the Investor in accordance with the Registration Rights Agreement on a delayed or continuous
basis under Rule 415 under the Securities Act at then-prevailing market prices, and not fixed prices. The Company is not, and has
not previously been at any time, an issuer identified in, or subject to, Rule 144(i). There is and has been no failure on the part
of the Company, any of the Company’s directors or members of senior management, in their capacities as such, to comply with any
provision of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Sarbanes-Oxley
Act”) that are in effect and with which the Company is required to comply as of the Effective Date, including Section 402
relating to loans.


 


Section 5.32.      Compliance
with Nasdaq Rules. There is and has been no failure on the part of the Company or, to the
knowledge of the Company, any of the Company's officers, directors or director nominees, in their capacities as such, to comply with
(as and when applicable), the applicable requirements of Nasdaq Marketplace Rules. Further, there is and has been no failure on the part
of the Company or, to the knowledge of the Company, any of the Company’s officers, directors or director nominees, in their capacities
as such, to comply with (as and when applicable) the phase-in requirements and all other applicable provisions of Nasdaq corporate governance
requirements set forth in the Nasdaq Marketplace Rules.


 


Section 5.33.      Listing
and Maintenance Requirements; DTC Eligibility. As of the date of this Agreement and the
Closing Date, the Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken no
action designed to, or which to its Knowledge is likely to have the effect of, terminating the registration of the Ordinary Shares under
the Exchange Act, nor has the Company received any notification that the Commission is contemplating terminating such registration. As
of the date of this Agreement and the Closing Date, the Company has not received notice from the Trading Market to the effect that the
Company is not in compliance with the listing or maintenance requirements of the Trading Market. As of the Closing Date, the Company
is in compliance with all applicable listing and maintenance requirements of the Trading Market. The Ordinary Shares may be issued and
transferred electronically to third parties via DTC through its Deposit/Withdrawal at Custodian (“DWAC”) delivery
system. The Company has not received notice from DTC to the effect that a suspension of, or restriction on, accepting additional deposits
of the Ordinary Shares, electronic trading or book-entry services by DTC with respect to the Ordinary Shares is being imposed or is contemplated.


 






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Section 5.34.      Application
of Takeover Protections. The Company, and its Management Board and its Supervisory Board
have taken no action to activate any anti-takeover provision under the Articles of Association or Dutch law, as described in the Commission
Documents, with respect to the Investor and the Company fulfilling their respective obligations or exercising their respective rights
under the Transaction Documents (as applicable), including, without limitation, as a result of the Company’s issuance of the Securities
and the Investor’s ownership of the Securities.


 


Section 5.35.      Compliance
with Anti-Bribery Laws. Neither the Company nor any of its Subsidiaries nor, to the Knowledge
of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its Subsidiaries
is aware of or has taken any action, directly or indirectly, that could result in a violation or a sanction for violation by such Persons
of the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act 2010, each as may be amended, or similar law of any other relevant
jurisdiction, or the rules or regulations thereunder; and the Company and its Subsidiaries have instituted and maintain policies
and procedures to ensure compliance therewith. No part of the proceeds of the sale of Shares by the Company to the Investor, if any,
will be used, directly or indirectly, in violation of the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act 2010, each as
may be amended, or similar law of any other relevant jurisdiction, or the rules or regulations thereunder.


 


Section 5.36.      Compliance
with Anti-Money Laundering Laws. The operations of the Company and its Subsidiaries are
and have been conducted at all times within the past five years in material compliance with applicable financial recordkeeping and reporting
requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations
or guidelines, issued, administered or enforced by any relevant Governmental Authority (collectively, the “Money Laundering
Laws”) and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries
with respect to the Money Laundering Laws is pending or, to the Knowledge of the Company, threatened.


 


Section 5.37.       Compliance
with Sanctions Laws. Neither the Company nor any of its Subsidiaries nor, to the Knowledge
of the Company, any director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries (i) is, or is controlled
or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject
of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets
Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department
of Commerce), the United Nations Security Council, the European Union, a member state of the European Union, sanctions administered or
enforced by Her Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions”
and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”),
(ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that
broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a
 “Sanctioned Country”) or (iii) will, directly or indirectly, use the proceeds of the sale of Shares by
the Company to the Investor, if any, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner
or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of
Sanctions against, any individual or entity. Neither the Company nor any of its Subsidiaries has knowingly engaged in any dealings or
transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding three years, nor does
the Company or any of its Subsidiaries have any plans to knowingly engage in dealings or transactions with or for the benefit of a Sanctioned
Person, or with or in a Sanctioned Country.


 






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Section 5.38.      Foreign
Private Issuer Status. The Company is a “foreign private issuer” within the
meaning of Rule 405 under the Securities Act.


 


Section 5.39.      Passive
Foreign Investment Company. The Company was not a Passive Foreign Investment Company (“PFIC”)
within the meaning of Section 1297 of the United States Internal Revenue Code of 1986, as amended for its recently completed
2021 taxable year and, based on the Company’s current projected income, assets and activities, the Company does not expect to be
classified as a PFIC for its current taxable year or in the foreseeable future.


 


Section 5.40.      Emerging
Growth Company Status. The Company is an “emerging growth company” as defined
in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012.


 


Section 5.41.      IT
Systems and Data. (i) Except as may be included in the Commission Documents, (x) to
the Company’s Knowledge, there has been no material security breach or incident, unauthorized access or disclosure, or other material
compromise of or relating to any of the Company’s or its Subsidiaries’ information technology and computer systems, networks,
hardware, software, data and databases (including the data of their respective customers, employees, suppliers, vendors and any third
party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”)
and (y) the Company and its Subsidiaries have not been notified in writing of, and have no Knowledge of any event or condition that
would reasonably be expected to result in, any material security breach or incident, unauthorized access or disclosure or other material
compromise to their IT Systems and Data; (ii) the Company and its Subsidiaries have been and are presently in compliance with all
applicable laws or statutes, all judgments, orders, rules and regulations of any relevant court or arbitrator or governmental or
regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to
the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, and (iii) except as
may be included in the Commission Documents, the Company and its Subsidiaries have implemented commercially reasonable controls, policies,
procedures, and technological safeguards and backup and disaster recovery technology to maintain and protect the integrity, continuous
operation, redundancy and security of their IT Systems and Data consistent with industry standards and practices, or as required by applicable
regulatory standards, except as would not, in the case of clause (ii) or (iii), individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect.


 


Section 5.42.      Statistical
and Market-Related Data. (i) Any third-party statistical and market-related data included
in the Commission Documents, including but not limited to the market reports referred to in the Commission Documents under the heading
 “Market and Industry Data” are based on or derived from sources that the Company reasonably believes to be reliable and accurate,
(ii) to the extent required, the Company has obtained the written consent to the use of such data from such sources, and (iii) the
Company’s expectations or estimates included in the Commission Documents based on such third-party statistical and market-related
data represent the Company’s good faith expectations or estimates.


 






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Section 5.43.      No
Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer,
any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner
of 20% or more of the Company's outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that
term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer
Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to
(viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered
by Rule 506(d)(2) or (d)(3) under the Securities Act. The Company has exercised reasonable care to determine whether any
Issuer Covered Person is subject to a Disqualification Event.


 


Section 5.44.      Fair
Summaries. There is no franchise, contract or other document of a character required to
be described in the Commission Documents, or to be filed as an exhibit thereto, which is not described or filed as required; and the
statements contained in the Commission Documents under the captions “Business—Intellectual Property”, “Business—Legal
Proceedings”, “Regulatory Environment”, and “Description of Share Capital and Articles of Association”
in each case insofar as such statements summarize legal matters, agreements, documents, or proceedings discussed therein, are accurate
and fair summaries of such legal matters, agreements, documents or proceedings, and the statements contained in the Commission documents
under the caption “Taxation,” insofar as such statements purport to summarize certain federal income tax laws of the United
States and certain tax laws of the Netherlands and Germany, constitute a fair summary of the principal U.S. federal income tax consequences,
Dutch tax consequences and German tax consequences, respectively, of an investment in the Securities as per the date of the Commission
Documents.


 


Section 5.45.      Acknowledgement
Regarding Investor’s Acquisition of Securities. The Company acknowledges and agrees
that the Investor is acting solely in the capacity of an arm’s-length purchaser with respect to this Agreement and the transactions
contemplated by the Transaction Documents. The Company further acknowledges that the Investor is not acting as a financial advisor or
fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated by the Transaction
Documents, and any advice given by the Investor or any of its representatives or agents in connection therewith is merely incidental
to the Investor’s acquisition of the Securities. The Company further represents to the Investor that the Company’s decision
to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation of the transactions
contemplated thereby by the Company and its representatives. The Company acknowledges and agrees that the Investor has not made and does
not make any representations or warranties with respect to the transactions contemplated by the Transaction Documents other than those
specifically set forth in Article IV.


 


Section 5.46.      No
Forward Looking Statements. No forward looking statement (within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act) included in any of the Commission Documents has been made or reaffirmed
without a reasonable basis or has been disclosed other than in good faith.


 






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Section 5.47.      Absence
of Stamp Duties and Transfer Taxes. No stamp duty, stamp duty reserve, registration, issuance,
transfer taxes or other similar documentary taxes, duties, fees or charges (“Transfer Taxes”) are payable or
required to be paid by or on behalf of the Investor in the Netherlands or any political subdivision, authority or agency thereof or therein
having power to tax in connection with (i) the execution, delivery and performance of this Agreement, (ii) the issuance and
delivery of the Securities in the manner contemplated by this Agreement, or (iii) the resale by the Investor of the Securities as
contemplated in the Registration Statement and in the Prospectus.


 


Section 5.48.      Dividends
and Payments in Foreign Currency. Except as described in each of the Registration Statement
and Prospectus, (i) all dividends and other distributions declared and payable on the Shares may under current Dutch law and regulations
be paid to the Investor and to the holders of Securities, as the case may be, in Euros and may be converted into foreign currency that
may be transferred out of the Netherlands and (ii) all such payments made to holders thereof or therein who are non-residents of
the Netherlands will not be subject to income, withholding or other taxes under the laws and regulations of the Netherlands or any political
subdivision or taxing authority thereof or therein.


 


Section 5.49.      Submission
to Jurisdiction. The Company has the power to submit, and pursuant to Section 10.2(ii) of
this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each United States federal
court and New York state court located in the State of New York, Borough of Manhattan, in the City of New York, New York, U.S.A. (each,
a “New York Court”), and the Company has the power to designate, appoint and authorize, and pursuant to Section 10.2(ii) of
this Agreement, has legally, validly, effectively and irrevocably designated, appointed and authorized an agent for service of process
in any action arising out of or relating to this Agreement or any of the transactions contemplated hereby in any New York Court, and
service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided
in Section 10.2(ii) of this Agreement.


 


Section 5.50.      Absence
of Immunity from Jurisdiction. Neither the Company nor any of its Subsidiaries nor any of
its or their properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service
or notice, attachment prior to judgment, attachment in aid of execution or otherwise) under the laws of (i) any jurisdiction in
which they own or lease property or assets, (ii) the United States or the State of New York, or (iii) the Netherlands or any
political subdivision thereof with respect to themselves or their property and assets.


 


Article VI

ADDITIONAL COVENANTS


 


The Company covenants with
the Investor, and the Investor covenants with the Company, as follows, which covenants of one party are for the benefit of the other
party, during the Investment Period (and with respect to the Company, for the period following the termination of this Agreement specified
in Section 8.3 pursuant to and in accordance with Section 8.3):


 


Section 6.1.         Securities
Compliance. The Company shall notify the Commission and the Trading Market, if required
and as applicable, in accordance with their respective rules and regulations, of the transactions contemplated by the Transaction
Documents, and shall take all necessary action, undertake all proceedings and obtain all registrations, permits, consents and approvals
for the legal and valid issuance of the Securities to the Investor in accordance with the terms of the Transaction Documents, as applicable.


 






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Section 6.2.         Reservation
of Ordinary Shares. The Company has available and the Company shall keep available at all
times, free of preemptive, subscription rights, rights of first refusal and other similar rights of shareholders, the requisite aggregate
number of Ordinary Shares comprised in its authorized share capital, but unissued, to enable the Company to timely effect (i) the
issuance, sale and delivery of all Shares to be issued, sold and delivered in respect of each VWAP Purchase effected under this Agreement,
in the case of this clause (i), at least prior to the delivery by the Company to the Investor of the applicable VWAP Purchase Notice
in connection with such VWAP Purchase, and (ii) the issuance, sale and delivery of all Shares to be issued, sold and delivered in
respect of each Intraday VWAP Purchase effected under this Agreement, in the case of this clause (ii), at least prior to the delivery
by the Company to the Investor of the applicable Intraday VWAP Purchase Notice in connection with such Intraday VWAP Purchase.


 


Section 6.3.         Registration
and Listing. The Company shall use its commercially reasonable efforts to cause the Ordinary
Shares to continue to be registered as a class of securities under Sections 12(b) of the Exchange Act, and to comply with its reporting
and filing obligations under the Exchange Act, and shall not take any action or file any document (whether or not permitted by the Securities
Act or the Exchange Act) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under
the Exchange Act or Securities Act, except as permitted herein. The Company shall use its commercially reasonable efforts to continue
the listing and trading of its Ordinary Shares and the listing of the Securities purchased or acquired by the Investor hereunder on the
Trading Market (or another Eligible Market) and to comply with the Company’s reporting, filing and other obligations under the
rules and regulations of the Trading Market (or other Eligible Market, as applicable). The Company shall not take any action which
could be reasonably expected to result in the delisting or suspension of the Ordinary Shares on the Trading Market (or other Eligible
Market, as applicable). If the Company receives any final and non-appealable notice that the listing or quotation of the Ordinary Shares
on the Trading Market (or other Eligible Market, as applicable) shall be terminated on a date certain, the Company shall promptly (and
in any case within 24 hours) notify the Investor of such fact in writing and shall use its commercially reasonable efforts to cause the
Ordinary Shares to be listed or quoted on another Eligible Market.


 


Section 6.4.         Compliance
with Laws. During the Investment Period, (a) each of the Company shall comply, and
the Company shall cause each Subsidiary to comply, with all laws, rules, regulations and orders applicable to the business and operations
of the Company and the Subsidiaries, except as would not have a Material Adverse Effect, and (b) the Company shall comply with all
applicable provisions of the Securities Act and the Exchange Act, including Regulation M thereunder, applicable state securities or “Blue
Sky” laws, and applicable listing rules of the Trading Market or Eligible Market, except as would not, individually or in
the aggregate, prohibit or otherwise interfere with the ability of the Company to enter into and perform its obligations under this Agreement
in any material respect or for Investor to conduct resales of Securities under the Registration Statement in any material respect. Without
limiting the foregoing, none of the Company or any of the Subsidiaries, nor to the Knowledge of the Company, any of its respective directors,
officers, agents, employees or any other Persons acting on their behalf (which shall not include the Investor) shall, in connection with
the operation of the respective businesses of the Company and the Subsidiaries, (1) use any corporate funds for unlawful contributions,
payments, gifts or entertainment or to make any unlawful expenditures relating to political activity to government officials, candidates
or members of political parties or organizations, (2) pay, accept or receive any unlawful contributions, payments, expenditures
or gifts, or (3) violate or operate in noncompliance with any export restrictions, anti-boycott regulations, embargo regulations
or other applicable domestic or foreign laws and regulations, including, without limitation, the FCPA and the Money Laundering Laws.


 






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Section 6.5.         Keeping
of Records and Books of Account; Due Diligence.


 


(i)          The
Investor and the Company shall each maintain records showing the remaining Total Commitment, the remaining Aggregate Limit, the dates
and VWAP Purchase Share Amount for each VWAP Purchase, and the dates and Intraday VWAP Purchase Share Amount for each Intraday VWAP Purchase.


 


(ii)         Subject
to the requirements of Section 6.14, from time to time from and after the Closing Date, the Company shall make available for inspection
and review by the Investor during normal business hours and after reasonable notice, customary documentation reasonably requested by
the Investor and/or its appointed counsel or advisors to conduct due diligence; provided, however, that after the Closing
Date, the Investor’s continued due diligence shall not be a condition precedent to the Commencement or to the Investor’s
obligation to accept each VWAP Purchase Notice and each Intraday VWAP Purchase Notice timely delivered by the Company to the Investor
in accordance with this Agreement.


 


Section 6.6.         No
Frustration. The Company shall not enter into, announce or recommend to its shareholders
any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair
the ability or right of the Company to perform its obligations under the Transaction Documents to which it is a party, including, without
limitation, the obligation of the Company to deliver the Shares to the Investor in respect of each VWAP Purchase and each Intraday VWAP
Purchase, in each case not later than the applicable Purchase Share Delivery Date with respect to such VWAP Purchase and not later than
the applicable Purchase Share Delivery Date with respect to such Intraday VWAP Purchase (as applicable) in accordance with Section 3.3.
For the avoidance of doubt, nothing in this Section 6.6 shall in any way limit the Company’s right to terminate this Agreement
in accordance with Section 8.2 (subject in all cases to Section 8.3).


 


Section 6.7.         Corporate
Existence. The Company shall take all steps necessary to preserve and continue the corporate
existence of the Company; provided, however, that, except as provided in Section 6.8, nothing in this Agreement shall
be deemed to prohibit the Company from engaging in any Fundamental Transaction with another Person. For the avoidance of doubt, nothing
in this Section 6.7 shall in any way limit the Company’s right to terminate this Agreement in accordance with Section 8.2
(subject in all cases to Section 8.3).


 






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Section 6.8.         Fundamental
Transaction. If a VWAP Purchase Notice or an Intraday VWAP Purchase Notice has been delivered
to the Investor and the transactions contemplated therein have not yet been fully settled in accordance with Section 3.3 of this
Agreement, the Company shall not effect any Fundamental Transaction until the expiration of five (5) Trading Days following the
date of full settlement thereof and the issuance to the Investor of all of the Shares that are issuable to the Investor pursuant to the
VWAP Purchase or Intraday VWAP Purchase (as applicable) to which such VWAP Purchase Notice or Intraday VWAP Purchase Notice (as applicable)
relates.


 


Section 6.9.         Selling
Restrictions.


 


(i)          Except
as expressly set forth below, the Investor covenants that from and after the Closing Date through and including the Trading Day next
following the expiration or termination of this Agreement as provided in Article VIII (the “Restricted Period”),
none of the Investor, its officers, or any entity managed or controlled by the Investor (collectively,
the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”)
shall, directly or indirectly, (i) engage in any Short Sales of the Ordinary Shares or (ii) hedging transaction, which establishes
a net short position with respect to the Ordinary Shares, with respect to each of clauses (i) and (ii) hereof, either for its
own account or for the account of any other Restricted Person, in either case in violation of applicable law. Notwithstanding the foregoing,
it is expressly understood and agreed that nothing contained herein shall (without implication that the contrary would otherwise
be true) prohibit any Restricted Person during the Restricted Period from: (1) selling “long” (as defined under Rule 200
promulgated under Regulation SHO) the Securities; or (2) selling a number of Ordinary Shares equal to the number of Shares
that the Investor is unconditionally obligated to purchase under any pending VWAP Purchase Notice or any pending Intraday VWAP Purchase
Notice (as applicable), but has not yet received from the Company or its transfer agent pursuant to this Agreement, so long as (X) the
Investor (or its Broker-Dealer, as applicable) delivers the Shares purchased pursuant to such pending VWAP Purchase Notice and the Shares
purchased pursuant to such pending Intraday VWAP Purchase Notice (as applicable) to the purchaser thereof promptly upon the Investor’s
receipt of such Shares from the Company in accordance with Section 3.3 of this Agreement and (Y) neither the Company or its
transfer agent shall have failed for any reason to deliver such Shares to the Investor or its Broker-Dealer so that such Shares are timely
received by the Investor as DWAC Shares on the applicable Purchase Share Delivery Date for such VWAP Purchase and on the applicable Purchase
Share Delivery Date for such Intraday VWAP Purchase(s) (as applicable) in accordance with Section 3.3 of this Agreement.


 


(ii)         In
addition to the foregoing, in connection with any sale of Securities (including any sale permitted by paragraph (i) above), the
Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements
of the Securities Act and the Exchange Act.


 


Section 6.10.         Effective
Registration Statement. During the Investment Period, the Company shall use its commercially
reasonable efforts to maintain the continuous effectiveness of the Initial Registration Statement and each New Registration Statement
filed with the Commission under the Securities Act for the applicable Registration Period pursuant to and in accordance with the Registration
Rights Agreement.



 






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Section 6.11.       Blue
Sky. The Company shall take such action, if any, as is necessary by the Company in order
to obtain an exemption for or to qualify the Securities for sale by the Company to the Investor pursuant to the Transaction Documents,
and at the request of the Investor, the subsequent resale of Registrable Securities by the Investor, in each case, under applicable state
securities or “Blue Sky” laws and shall provide evidence of any such action so taken to the Investor from time to time following
the Closing Date; provided, however, that the Company shall not be required in connection therewith or as a condition thereto
to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 6.11,
(y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any
such jurisdiction.


 


Section 6.12.      Non-Public
Information. Neither the Company or any of its Subsidiaries, nor any of their respective
directors, officers, employees or agents shall at any time from and after the Commencement Date disclose any material non-public information
about the Company to the Investor, unless a simultaneous public announcement thereof is made by the Company. In the event of a breach
of the foregoing covenant by the Company or any of its Subsidiaries, or any of their respective directors, officers, employees and agents
(as determined in the reasonable good faith judgment of the Investor), (i) the Investor may promptly provide written notice of such
breach to the Company and (ii) after such notice has been provided to the Company and, provided that the Company shall have failed
to publicly disclose such material, non-public information within 24 hours following demand therefor by the Investor, in addition to
any other remedy provided herein or in the other Transaction Documents, the Investor shall have the right to make a public disclosure,
in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval
by the Company, any of its Subsidiaries, or any of their respective directors, officers, employees or agents. The Investor shall not
have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, shareholders or
agents, for any such disclosure.


 


Section 6.13.      Broker-Dealer.
The Investor shall use one or more broker-dealers to effectuate all sales, if any, of the Securities that it may purchase or otherwise
acquire from the Company pursuant to the Transaction Documents, as applicable, which (or whom) shall be a DTC participant (collectively,
the “Broker-Dealer”). The Investor shall, from time to time, provide the Company and the Company’s transfer
agent with all information regarding the Broker-Dealer reasonably requested by the Company. The Investor shall be solely responsible
for all fees and commissions of the Broker-Dealer (if any), which shall not exceed customary brokerage fees and commissions and shall
be responsible for designating only a DTC participant eligible to receive DWAC Shares.


 






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Section 6.14.      Delivery
of Bring Down Opinions and Compliance Certificates Upon Occurrence of Certain Events. Within
three (3) Trading Days immediately following (i) the end of each PEA Period, if the Company is required under the Securities
Act to file with the Commission (A) a post-effective amendment to the Initial Registration Statement required to be filed by the
Company with the Commission pursuant to Section 2(a) of the Registration Rights Agreement, (B) a New Registration Statement
required to be filed by the Company with the Commission pursuant to Section 2(c) of the Registration Rights Agreement, or (C) a
post-effective amendment to a New Registration Statement required to be filed by the Company with the Commission pursuant to Section 2(c) of
the Registration Rights Agreement, in each case with respect to a fiscal year ending after the Commencement Date, to register the resale
of Securities by the Investor under the Securities Act pursuant to this Agreement and the Registration Rights Agreement, and (ii) the
date the Company files with the Commission a (A) Prospectus Supplement to the Prospectus contained in the Initial Registration Statement
or any New Registration Statement under the Securities Act, (B) an annual report on Form 20-F under the Exchange Act with respect
to a fiscal year ending after the Commencement Date, (C) the publication of quarterly earnings with respect to any fiscal quarter
completing after the Commencement Date or (D) an amendment on Form 20-F/A to an annual report on Form 20-F under the Exchange
Act with respect to a fiscal year ending after the Commencement Date, which contains amended material financial information (or a restatement
of material financial information) or an amendment to other material information contained in a previously filed Form 20-F or any
amendment to previously published quarterly earnings, and however not more than once per calendar year with regards to the opinion of
outside counsel on intellectual property and trademark matters (QiP and Vossius) and once per calendar quarter for all other deliverables,
the Company shall (I) deliver to the Investor a Compliance Certificate, dated such date, and (II) cause to be furnished to
the Investor (and/or its designated affiliate) (A) an opinion and negative assurance letter from the Company’s outside U.S.
and Dutch counsel, and its outside counsel on intellectual property and trademark matters (QiP and Vossius), in each case addressed
to the Investor and/or its designated affiliate and (B) a comfort letter, dated the respective date of delivery thereof and addressed
to the Investor and/or its designated affiliate, in form and substance reasonably satisfactory to the Investor, containing statements
and information of the type customarily included in accountants’ comfort letters to underwriters with respect to the financial
statements and certain financial information of the Company and its Subsidiary contained in or incorporated by reference in each of the
Registration Statement from PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft (“PwC”) substantially
in the form mutually agreed to by the Company and the Investor prior to the date of this Agreement, modified, as necessary, to relate
to such Registration Statement or post-effective amendment, or the Prospectus contained therein as then amended or supplemented by such
Prospectus Supplement, as applicable (each such opinion, a “Bring Down Opinion,” and collectively, the “Bring
Down Opinions”), provided, however, the Company’s failure to furnish or cause to furnish the required Bring Down
Opinions shall only preclude the Company from sending any VWAP Purchase Notice or Intraday VWAP Purchase Notice until such date at which
all required Bring Down Opinions have been delivered to the Investor.


 


Section 6.15.       Allowable
Grace Period Restrictions. The Company agrees that it shall not send any VWAP Purchase Notice
or Intraday VWAP Purchase Notice during an Allowable Grace Period (as defined in the Registration Rights Agreement).


 


Article VII

CONDITIONS TO CLOSING, COMMENCEMENT AND PURCHASES


 


Section 7.1.         Conditions
Precedent to Closing. The Closing is subject to the satisfaction of each of the conditions
set forth in this Section 7.1 on the Closing Date.


 


(i)          Accuracy
of the Investor’s Representations and Warranties. The representations and warranties of the Investor contained in this
Agreement (a) that are not qualified by “materiality” shall be true and correct in all material respects as of the Closing
Date, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties
shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality”
shall be true and correct as of the Closing Date, except to the extent such representations and warranties are as of another date, in
which case, such representations and warranties shall be true and correct as of such other date.


 






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(ii)         Accuracy
of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement
(a) that are not qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all
material respects as of the Closing Date, except to the extent such representations and warranties are as of another date, in which case,
such representations and warranties shall be true and correct in all material respects as of such other date and (b) that are qualified
by “materiality” or “Material Adverse Effect” shall be true and correct as of the Closing Date, except to the
extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and
correct as of such other date.


 


(iii)        Closing
Deliverables. At the Closing, counterpart signature pages of this Agreement and the Registration Rights Agreement executed
by each of the parties hereto shall be delivered as provided in Section 2.2 and the closing certificate from the Company, dated
as of the Closing Date, in the form of Exhibit B hereto shall be delivered to the Investor’s counsel.


 


Section 7.2.         Conditions
Precedent to Commencement. The right of the Company to commence delivering VWAP Purchase
Notices and Intraday VWAP Purchase Notices under this Agreement, and the obligation of the Investor to accept VWAP Purchase Notices and
Intraday VWAP Purchase Notices timely delivered to the Investor by the Company under this Agreement, are subject to the initial satisfaction,
at Commencement, of each of the conditions set forth in this Section 7.2.


 


(i)           Accuracy
of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement
(a) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and correct
in all material respects when made and shall be true and correct in all material respects as of the Commencement Date with the same force
and effect as if made on such date, except to the extent such representations and warranties are as of another date, in which case, such
representations and warranties shall be true and correct in all material respects as of such other date and (b) that are qualified
by “materiality” or “Material Adverse Effect” shall have been true and correct when made and shall be true and
correct as of the Commencement Date with the same force and effect as if made on such date, except to the extent such representations
and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of such other
date.


 






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(ii)         Performance
of the Company. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements
and conditions required by this Agreement and the Registration Rights Agreement to be performed, satisfied or complied with by the Company
at or prior to the Commencement. The Company shall deliver to the Investor on the Commencement Date the compliance certificate substantially
in the form attached hereto as Exhibit C (the “Compliance Certificate”).


 


(iii)        Initial
Registration Statement Effective. The Initial Registration Statement covering the resale by the Investor of the Registrable Securities
included therein required to be filed by the Company with the Commission pursuant to Section 2(a) of the Registration Rights
Agreement shall have been declared effective under the Securities Act by the Commission, and the Investor shall be permitted to utilize
the Prospectus therein to resell all of the Shares included in such Prospectus. In addition, a no objections letter shall have been received
from FINRA.


 


(iv)        No
Material Notices. None of the following events shall have occurred and be continuing: (a) receipt of any request by the
Commission or any other Governmental Authority for any additional information relating to the Initial Registration Statement, the Prospectus
contained therein or any Prospectus Supplement thereto, or for any amendment of or supplement to the Initial Registration Statement,
the Prospectus contained therein or any Prospectus Supplement thereto; (b) the issuance by the Commission or any other Governmental
Authority of any stop order suspending the effectiveness of the Initial Registration Statement or prohibiting or suspending the use of
the Prospectus contained therein or any Prospectus Supplement thereto, or of the suspension of qualification or exemption from qualification
of the Securities for offering or sale in any jurisdiction, or the initiation or contemplated initiation of any proceeding for such purpose;
or (c) the occurrence of any event or the existence of any condition or state of facts, which makes any statement of a material
fact made in the Initial Registration Statement, the Prospectus contained therein or any Prospectus Supplement thereto untrue or which
requires the making of any additions to or changes to the statements then made in the Initial Registration Statement, the Prospectus
contained therein or any Prospectus Supplement thereto in order to state a material fact required by the Securities Act to be stated
therein or necessary in order to make the statements then made therein (in the case of the Prospectus or any Prospectus Supplement, in
light of the circumstances under which they were made) not misleading, or which requires an amendment to the Initial Registration Statement
or a supplement to the Prospectus contained therein or any Prospectus Supplement thereto to comply with the Securities Act or any state
securities laws, applicable Dutch laws or any other applicable law. The Company shall have no Knowledge of any event that could reasonably
be expected to have the effect of causing the suspension of the effectiveness of the Initial Registration Statement or the prohibition
or suspension of the use of the Prospectus contained therein or any Prospectus Supplement thereto in connection with the resale of the
Registrable Securities by the Investor.


 


(v)         Other
Commission Filings. The Form 6-K Report and the Form D shall have been filed with the Commission as required pursuant
to Section 2.3. The final Prospectus included in the Initial Registration Statement shall have been filed with the Commission prior
to Commencement in accordance with Section 2.3 and the Registration Rights Agreement. All reports, schedules, registrations, forms,
statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting
requirements of the Exchange Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of
the Exchange Act, prior to Commencement shall have been filed with the Commission.


 






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(vi)         No
Suspension of Trading in or Notice of Delisting of Ordinary Shares. Trading in the Ordinary Shares shall not have been suspended
by the Commission, the Trading Market or FINRA (except for any suspension of trading of limited duration agreed to by the Company, which
suspension shall be terminated prior to the Commencement Date), the Company shall not have received any final and non-appealable notice
that the listing or quotation of the Ordinary Shares on the Trading Market shall be terminated on a date certain (unless, prior to such
date certain, the Ordinary Shares is listed or quoted on any other Eligible Market), nor shall there have been imposed any suspension
of, or restriction on, accepting additional deposits of the Ordinary Shares, electronic trading or book-entry services by DTC with respect
to the Ordinary Shares that is continuing, the Company shall not have received any notice from DTC to the effect that a suspension of,
or restriction on, accepting additional deposits of the Ordinary Shares, electronic trading or book-entry services by DTC with respect
to the Ordinary Shares is being imposed or is contemplated (unless, prior to such suspension or restriction, DTC shall have notified
the Company in writing that DTC has determined not to impose any such suspension or restriction).


 


(vii)        No
Injunction. No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated,
threatened or endorsed by any Governmental Authority of competent jurisdiction which prohibits the consummation of or which would materially
modify or delay any of the transactions contemplated by the Transaction Documents.


 


(viii)      No
Proceedings or Litigation. No action, suit or proceeding before any arbitrator or any Governmental Authority shall have been
commenced, and no inquiry or investigation by any Governmental Authority shall have been commenced, against the Company or any Subsidiary,
or any of the officers, directors or Affiliates of the Company or any Subsidiary, seeking to restrain, prevent or change the transactions
contemplated by the Transaction Documents, or seeking material damages in connection with such transactions.


 


(ix)         Listing
of Securities. All of the Securities that have been and may be issued pursuant to this Agreement shall have been approved for
listing or quotation on the Trading Market (or on an Eligible Market) as of the Commencement Date, subject only to notice of issuance.


 


(x)          No
Material Adverse Effect. No condition, occurrence, state of facts or event constituting a Material Adverse Effect shall have
occurred and be continuing.


 


(xi)         No
Bankruptcy Proceedings. No court or administrative body shall have opened a proceeding against the Company pursuant to or
within the meaning of any Bankruptcy Law. The Company shall not have, pursuant to or within the meaning of any Bankruptcy Law,
(a) commenced a voluntary case, (b) consented to the entry of an order for relief against it in an involuntary case,
(c) consented to the appointment of a Custodian of the Company or for all or substantially all of its property, or
(d) made a general assignment for the benefit of its creditors. A U.S. federal, state or Dutch court of competent jurisdiction
shall not have entered an order or decree under any Bankruptcy Law that (I) is for relief against the Company in an involuntary
case, (II) appoints a Custodian of the Company or for all or substantially all of its property, or (III) orders the
liquidation of the Company or any of its Subsidiaries.


 






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(xii)        Delivery
of Notice of Effectiveness. The Notice of Effectiveness relating to the Initial Registration Statement shall have been delivered
to the Company’s transfer agent by the Company directing such transfer agent to remove restrictive legends from the Shares, if
any.


 


(xiii)       Reservation
of Shares. As of the Commencement Date, the Company shall have an authorized, but unissued share capital to allow for issuance
of at least 17,500,000 Ordinary Shares solely for the purpose of effecting VWAP Purchases under this Agreement.


 


(xiv)       Negative
Assurance Letter, Opinions and Bring-Down Opinions of Company U.S. and Dutch Counsel. On the Commencement Date, the Investor
shall have received (A) the opinions from the Company’s outside U.S. and Dutch counsel and its outside counsel on intellectual
property and trademark matters and a negative assurance letter from the Company’s outside U.S. counsel, in each case dated as of
the Commencement Date, addressed to the Investor and/or its designated affiliate and in the forms mutually agreed to by the Company and
the Investor prior to the date of this Agreement and (B) a comfort letter, dated as of the Commencement Date and addressed to the
Investor and/or its designated affiliate, in form and substance reasonably satisfactory to the Investor, containing statements and information
of the type customarily included in accountants’ comfort letters to underwriters with respect to the financial statements and certain
financial information of the Company and its Subsidiary contained in or incorporated by reference in each of the Registration Statement
from PwC.


 


Section 7.3.         Conditions
Precedent to Purchases after Commencement Date. The right of the Company to deliver VWAP
Purchase Notices and Intraday VWAP Purchase Notices under this Agreement after the Commencement Date, and the obligation of the Investor
to accept VWAP Purchase Notices and Intraday VWAP Purchase Notices timely delivered to the Investor by the Company under this Agreement
after the Commencement Date, are subject to the satisfaction of each of the conditions set forth in this Section 7.3, (X) with
respect to a VWAP Purchase Notice for a VWAP Purchase that is timely delivered by the Company to the Investor in accordance with this
Agreement, as of the VWAP Purchase Commencement Time of the applicable VWAP Purchase Period for such VWAP Purchase to be effected pursuant
to such VWAP Purchase Notice and (Y) with respect to an Intraday VWAP Purchase Notice for an Intraday VWAP Purchase that is timely
delivered by the Company to the Investor in accordance with this Agreement, as of the Intraday VWAP Purchase Commencement Time of the
applicable Intraday VWAP Purchase Period for such Intraday VWAP Purchase to be effected pursuant to such Intraday VWAP Purchase Notice
(each such VWAP Purchase Commencement Time (with respect to a VWAP Purchase Notice) and each such Intraday VWAP Purchase Commencement
Time (with respect to an Intraday VWAP Purchase Notice), at which time all such conditions must be satisfied, a “Purchase
Condition Satisfaction Time”).


 






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(i)           Satisfaction
of Certain Prior Conditions. Each of the conditions set forth in subsections (i), (ii), and (vii) through (xiv) set
forth in Section 7.2 shall be satisfied at the applicable Purchase Condition Satisfaction Time after the Commencement Date (with
the terms “Commencement” and “Commencement Date” in the conditions set forth in subsections (i) and (ii) of
Section 7.2 replaced with “applicable Purchase Condition Satisfaction Time”); provided, however, that
the Company shall not be required to deliver the Compliance Certificate after the Commencement Date, except as provided in Section 6.14
and Section 7.3(ix).


 


(ii)          Initial
Registration Statement Effective. The Initial Registration Statement covering the resale by the Investor of the Registrable Securities
included therein filed by the Company with the Commission pursuant to Section 2(a) of the Registration Rights Agreement, and
any post-effective amendment thereto required to be filed by the Company with the Commission after the Commencement Date and prior to
the applicable Purchase Date pursuant to the Registration Rights Agreement, in each case shall have been declared effective under the
Securities Act by the Commission and shall remain effective for the applicable Registration Period, and the Investor shall be permitted
to utilize the Prospectus therein, and any Prospectus Supplement thereto, to resell (a) all of the Shares included in the Initial
Registration Statement, and any post-effective amendment thereto, that have been issued and sold to the Investor hereunder pursuant to
all VWAP Purchase Notices and Intraday VWAP Purchase Notices (as applicable) delivered by the Company to the Investor prior to such applicable
Purchase Date and (b) all of the Shares included in the Initial Registration Statement, and any post-effective amendment thereto,
that are issuable pursuant to the applicable VWAP Purchase Notice or Intraday VWAP Purchase Notice (as applicable) delivered by the Company
to the Investor with respect to a VWAP Purchase or an Intraday VWAP Purchase (as applicable) to be effected hereunder on such applicable
Purchase Date.


 


(iii)        Any
Required New Registration Statement Effective. Any New Registration Statement covering the resale by the Investor of the Registrable
Securities included therein, and any post-effective amendment thereto, required to be filed by the Company with the Commission pursuant
to the Registration Rights Agreement after the Commencement Date and prior to the applicable Purchase Date for such VWAP Purchase or
Intraday VWAP Purchase (as applicable), in each case shall have been declared effective under the Securities Act by the Commission and
shall remain effective for the applicable Registration Period, and the Investor shall be permitted to utilize the Prospectus therein,
and any Prospectus Supplement thereto, to resell (a) all of the Shares included in such New Registration Statement, and any post-effective
amendment thereto, that have been issued and sold to the Investor hereunder pursuant to all VWAP Purchase Notices and Intraday VWAP Purchase
Notices (as applicable) delivered by the Company to the Investor prior to such applicable Purchase Date and (b) all of the Shares
included in such new Registration Statement, and any post-effective amendment thereto, that are issuable pursuant to the applicable VWAP
Purchase Notice or Intraday VWAP Purchase Notice (as applicable) delivered by the Company to the Investor with respect to a VWAP Purchase
or an Intraday VWAP Purchase (as applicable) to be effected hereunder on such applicable Purchase Date.


 


(iv)         Delivery
of Subsequent Notice of Effectiveness. With respect to any post-effective amendment to the Initial Registration Statement, any
New Registration Statement or any post-effective amendment to any New Registration Statement, in each case declared effective by the
Commission after the Commencement Date, the Company shall have delivered or caused to be delivered to the Company’s transfer agent
the Notice of Effectiveness, in each case modified as necessary to refer to such Registration Statement or post-effective amendment and
directing the Company’s transfer agent to remove restrictive legends from the Shares, if any.


 






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(v)         No
Material Notices. None of the following events shall have occurred and be continuing: (a) receipt of any request by the
Commission or any other Governmental Authority for any additional information relating to the Initial Registration Statement or any post-effective
amendment thereto, any New Registration Statement or any post-effective amendment thereto, or the Prospectus contained in any of the
foregoing or any Prospectus Supplement thereto, or for any amendment of or supplement to the Initial Registration Statement or any post-effective
amendment thereto, any New Registration Statement or any post-effective amendment thereto, or the Prospectus contained in any of the
foregoing or any Prospectus Supplement thereto; (b) the issuance by the Commission or any other Governmental Authority of any stop
order suspending the effectiveness of the Initial Registration Statement or any post-effective amendment thereto, any New Registration
Statement or any post-effective amendment thereto, or prohibiting or suspending the use of the Prospectus contained in any of the foregoing
or any Prospectus Supplement thereto, or of the suspension of qualification or exemption from qualification of the Securities for offering
or sale in any jurisdiction, or the initiation or contemplated initiation of any proceeding for such purpose; or (c) the occurrence
of any event or the existence of any condition or state of facts, which makes any statement of a material fact made in the Initial Registration
Statement or any post-effective amendment thereto, any New Registration Statement or any post-effective amendment thereto, or the Prospectus
contained in any of the foregoing or any Prospectus Supplement thereto untrue or which requires the making of any additions to or changes
to the statements then made in the Initial Registration Statement or any post-effective amendment thereto, any New Registration Statement
or any post-effective amendment thereto, or the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto in
order to state a material fact required by the Securities Act to be stated therein or necessary in order to make the statements then
made therein (in the case of the Prospectus or any Prospectus Supplement, in light of the circumstances under which they were made) not
misleading, or which requires an amendment to the Initial Registration Statement or any post-effective amendment thereto, any New Registration
Statement or any post-effective amendment thereto, or the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto
to comply with the Securities Act or any state securities laws, applicable Dutch laws or any other applicable law (other than the transactions
contemplated by the applicable VWAP Purchase Notice delivered by the Company to the Investor with respect to a VWAP Purchase, or the
applicable Intraday VWAP Purchase Notice delivered by the Company to the Investor with respect to an Intraday VWAP Purchase (as applicable)
to be effected hereunder on such applicable Purchase Date and the settlement thereof). The Company shall have no Knowledge of any event
that could reasonably be expected to have the effect of causing the suspension of the effectiveness of the Initial Registration Statement
or any post-effective amendment thereto, any New Registration Statement or any post-effective amendment thereto, or the prohibition or
suspension of the use of the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto in connection with the
resale of the Registrable Securities by the Investor.


 






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(vi)         Other
Commission Filings. The final Prospectus included in any post-effective amendment to the Initial Registration Statement, and
any Prospectus Supplement thereto, required to be filed by the Company with the Commission pursuant to Section 2.3 and the Registration
Rights Agreement after the Commencement Date and prior to the applicable Purchase Date for such VWAP Purchase or such Intraday VWAP Purchase
(as applicable), shall have been filed with the Commission in accordance with Section 2.3 and the Registration Rights Agreement.
The final Prospectus included in any New Registration Statement and in any post-effective amendment thereto, and any Prospectus Supplement
thereto, required to be filed by the Company with the Commission pursuant to Section 2.3 and the Registration Rights Agreement after
the Commencement Date and prior to the applicable Purchase Date for such VWAP Purchase or such Intraday VWAP Purchase (as applicable),
shall have been filed with the Commission in accordance with Section 2.3 and the Registration Rights Agreement. All reports, schedules,
registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant
to the reporting requirements of the Exchange Act, including all material required to have been filed pursuant to Section 13(a) or
15(d) of the Exchange Act, after the Commencement Date and prior to the applicable Purchase Date for such VWAP Purchase or such
Intraday VWAP Purchase (as applicable), shall have been filed with the Commission and, if any Registrable Securities are covered by a
Registration Statement on Form F-3, such filings shall have been made within the applicable time period prescribed for such filing
under the Exchange Act.


 


(vii)        No
Suspension of Trading in or Notice of Delisting of Ordinary Shares. Trading in the Ordinary Shares shall not have been suspended
by the Commission, the Trading Market (or Eligible Market, as applicable) or FINRA (except for any suspension of trading of limited duration
agreed to by the Company, which suspension shall be terminated prior to the applicable Purchase Date for such VWAP Purchase or such Intraday
VWAP Purchase (as applicable)), the Company shall not have received any final and non-appealable notice that the listing or quotation
of the Ordinary Shares on the Trading Market (or Eligible Market, as applicable) shall be terminated on a date certain (unless, prior
to such date certain, the Ordinary Shares is listed or quoted on any other Eligible Market), nor shall there have been imposed any suspension
of, or restriction on, accepting additional deposits of the Ordinary Shares, electronic trading or book-entry services by DTC with respect
to the Ordinary Shares that is continuing, the Company shall not have received any notice from DTC to the effect that a suspension of,
or restriction on, accepting additional deposits of the Ordinary Shares, electronic trading or book-entry services by DTC with respect
to the Ordinary Shares is being imposed or is contemplated (unless, prior to such suspension or restriction, DTC shall have notified
the Company in writing that DTC has determined not to impose any such suspension or restriction).


 


(viii)      Certain
Limitations. The issuance and sale of the Shares issuable pursuant to the applicable VWAP Purchase Notice or the applicable Intraday
VWAP Purchase Notice (as applicable) shall not (a) exceed, in the case of a VWAP Purchase Notice, the VWAP Purchase Maximum Amount
applicable to such VWAP Purchase Notice or, in the case of an Intraday VWAP Purchase Notice, the Intraday VWAP Purchase Maximum Amount
applicable to such Intraday VWAP Purchase Notice, (b) cause the aggregate number of Ordinary Shares issued pursuant to this Agreement
to exceed the Aggregate Limit, or (c) cause the Investor to beneficially own (under Section 13(d) of the Exchange Act
and Rule 13d-3 promulgated thereunder) Ordinary Shares in excess of the Beneficial Ownership Limitation.


 






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(ix)         Shares
Authorized and Delivered. All of the Shares issuable pursuant to the applicable VWAP Purchase Notice or Intraday VWAP Purchase
Notice (as applicable) shall, upon execution of the relevant Deed of Issue, have been duly authorized by all necessary corporate action
of the Company. All Shares relating to all prior VWAP Purchase Notices and all prior Intraday VWAP Purchase Notices required to have
been received by the Investor as DWAC Shares under this Agreement prior to the applicable Purchase Condition Satisfaction Time for the
applicable VWAP Purchase or Intraday VWAP Purchase (as applicable) shall have been delivered to the Investor as DWAC Shares in accordance
with this Agreement.


 


(x)         Bring-Down
Opinions of Company U.S. and Dutch Counsel. The Investor shall have received (a) all Bring Down Opinions from outside U.S.
and Dutch counsel to the Company, and outside IP and trademark counsel to the Company for which the Company was obligated to instruct
such counsel to deliver to the Investor prior to the applicable Purchase Condition Satisfaction Time for the applicable VWAP Purchase
and prior to the applicable Purchase Condition Satisfaction Time for the applicable Intraday VWAP Purchase (as applicable) and (b) all
Compliance Certificates from the Company that the Company was obligated to deliver to the Investor prior to the applicable Purchase Condition
Satisfaction Time for the applicable VWAP Purchase and prior to the applicable Purchase Condition Satisfaction Time for the applicable
Intraday VWAP Purchase (as applicable), in each case in accordance with Section 6.14.


 


(xi)         Negative
Assurances, Comfort Letter. Prior to issuance of the first VWAP Purchase or Intraday VWAP Purchase under the Initial Registration
Statement or a New Registration Statement, the Investor shall have received a negative assurance letter from the Company’s outside
U.S. counsel and the Investor’s U.S. counsel and a comfort letter from the Company’s auditors.


 


Article VIII

TERMINATION


 


Section 8.1.         Automatic
Termination. Unless earlier terminated as provided hereunder, this Agreement shall terminate
automatically on the earliest to occur of (i) the first day of the month next following the 24-month anniversary of the Commencement
Date, (ii) the date on which the Investor shall have purchased from the Company, pursuant to all VWAP Purchases and Intraday VWAP
Purchases that have occurred and fully settled pursuant to this Agreement, an aggregate number of Shares for a total aggregate gross
purchase price to the Company equal to the Total Commitment, (iii) the date on which the Ordinary Shares shall have failed to be
listed or quoted on the Trading Market or any Eligible Market for a period of one (1) Trading Day, (iv) the thirtieth (30th)
Trading Day next following the date on which, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary
case or any Person commences a proceeding against the Company, in each case that is not discharged or dismissed prior to such thirtieth
(30th) Trading Day, and (v) the date on which, pursuant to or within the meaning of any Bankruptcy Law, a Custodian is
appointed for the Company or for all or substantially all of its property, or the Company makes a general assignment for the benefit
of its creditors.


 






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Section 8.2.         Other
Termination. Subject to Section 8.3, the Company may terminate this Agreement after
the Commencement Date effective upon ten (10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4;
provided, however, that prior to issuing any press release, or making any public statement or announcement, with respect
to such termination, the Company shall consult with the Investor on the form and substance of such press release or other disclosure.
Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as
of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor
shall have the right to terminate this Agreement effective upon ten (10) Trading Days’ prior written notice to the Company
in accordance with Section 10.4, if: (a) any condition, occurrence, state of facts or event constituting a Material Adverse
Effect has occurred and is continuing; (b) a Fundamental Transaction shall have occurred; (c) the Initial Registration Statement
and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by
the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) therefor, or the Company is otherwise in breach
or default in any material respect under any of the other provisions of the Registration Rights Agreement, and, if such failure, breach
or default is capable of being cured, such failure, breach or default is not cured within ten (10) Trading Days after notice of
such failure, breach or default is delivered to the Company pursuant to Section 10.4; (d) while a Registration Statement, or
any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement
and the Investor holds any Registrable Securities, the effectiveness of such Registration Statement, or any post-effective amendment
thereto, lapses for any reason (including, without limitation, the issuance of a stop order by the Commission) or such Registration Statement
or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement thereto otherwise becomes unavailable
to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration
Rights Agreement, and such lapse or unavailability continues for a period of thirty (30) consecutive Trading Days or for more than an
aggregate of ninety (90) Trading Days in any 365-day period, other than due to acts of the Investor; (e) trading in the Ordinary
Shares on the Trading Market (or if the Ordinary Shares is then listed on an Eligible Market, trading in the Ordinary Shares on such
Eligible Market) shall have been suspended and such suspension continues for a period of five (5) consecutive Trading Days; or (f) the
Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or
default is not cured within ten (10) Trading Days after notice of such breach or default is delivered to the Company pursuant to
Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided
in accordance with such other provision), the Company shall promptly (but in no event later than twenty-four (24) hours) notify the Investor
(and, if required under applicable law, or under the applicable rules and regulations of the Trading Market (or Eligible Market,
as applicable), the Company shall publicly disclose such information in accordance with the applicable rules and regulations of
the Trading Market (or Eligible Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding
sentence.


 






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Section 8.3.         Effect
of Termination. In the event of termination by the Company or the Investor (other than by
mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4
and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is
terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect,
except that (i) the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification),
Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding
such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in
Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months
following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party
shall (i) become effective prior to the fifth (5th) Trading Day immediately following the settlement date related to
any pending VWAP Purchase or any pending Intraday VWAP Purchase (as applicable) that has not been fully settled in accordance with the
terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter,
modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents
with respect to any pending VWAP Purchase and any pending Intraday VWAP Purchase (as applicable), and that the parties shall fully perform
their respective obligations with respect to any such pending VWAP Purchase and any pending Intraday VWAP Purchase under the Transaction
Documents), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations
under the Registration Rights Agreement, or (iii) affect the Investor Expense Reimbursement paid to the Investor, all of which shall
be non-refundable when paid as of the Closing Date pursuant to Section 10.1, regardless of whether any VWAP Purchases are made or
settled hereunder or any subsequent termination of this Agreement, all of which shall survive any such termination. Nothing in this Section 8.3
shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the
other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance
by the other party of its obligations under the Transaction Documents to which it is a party.


 


Article IX

INDEMNIFICATION


 


Section 9.1.         Indemnification
of Investor. In consideration of the Investor’s execution and delivery of this Agreement
and acquiring the Securities hereunder and in addition to all of the Company’s other obligations under the Transaction Documents
to which it is a party, subject to the provisions of this Section 9.1, the Company shall indemnify and hold harmless the Investor,
each of its directors, officers, shareholders, members, partners, employees, representatives, agents and advisors (and any other Persons
with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title), each
Person, if any, who controls the Investor (within the meaning of Section 15 of the Securities Act or Section 20(a) of
the Exchange Act), and the respective directors, officers, shareholders, members, partners, employees, representatives, agents and advisors
(and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or
any other title) of such controlling Persons (each, an “Investor Party”), from and against all losses, liabilities,
obligations, claims, contingencies, damages, costs and expenses (including all judgments, amounts paid in settlement, court costs, reasonable
attorneys’ fees and costs of defense and investigation) (collectively, “Damages”) that any Investor Party
may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements
made by the Company in this Agreement, the Registration Rights Agreement or in the other Transaction Documents to which it is a party,
(b) any action, suit, claim or proceeding (including for these purposes a derivative action brought on behalf of the Company) instituted
against such Investor Party arising out of or resulting from the execution, delivery, performance or enforcement of the Transaction Documents,
other than claims for indemnification within the scope of Section 6 of the Registration Rights Agreement; provided, however,
that (x) the foregoing indemnity shall not apply to any Damages to the extent, but only to the extent, that such Damages resulted
directly and primarily from a breach of any of the Investor’s representations, warranties, covenants or agreements contained in
this Agreement or the Registration Rights Agreement, and (y) the Company shall not be liable under subsection (b) of this Section 9.1
to the extent, but only to the extent, that a court of competent jurisdiction shall have determined by a final judgment (from which no
further appeals are available) that such Damages resulted directly and primarily from any acts or failures to act, undertaken or omitted
to be taken by such Investor Party through its fraud, bad faith, gross negligence, or willful or reckless misconduct.


 






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An Investor Party’s
right to indemnification or other remedies based upon the representations, warranties, covenants and agreements of the Company set forth
in the Transaction Documents to which it is a party shall not in any way be affected by any investigation or knowledge of such Investor
Party. Such representations, warranties, covenants and agreements shall not be affected or deemed waived by reason of the fact that an
Investor Party knew or should have known that any representation or warranty might be inaccurate or that the Company failed to comply
with any agreement or covenant. Any investigation by such Investor Party shall be for its own protection only and shall not affect or
impair any right or remedy hereunder.


 


To the extent that the foregoing
undertakings by the Company set forth in this Section 9.1 may be unenforceable for any reason, the Company shall make the maximum
contribution to the payment and satisfaction of each of the Damages which is permissible under applicable law.


 


Section 9.2.         Indemnification
Procedures. Promptly after a party receives notice of a claim or the commencement of an
action for which such party intends to seek indemnification under Section 9.1, such party will notify the other party in writing
of the claim or commencement of the action, suit or proceeding; provided, however, that failure to notify the other party
will not relieve such other party from liability under Section 9.1, except to the extent it has been materially prejudiced by the
failure to give notice. The Company will be entitled to participate in the defense of any claim, action, suit or proceeding as to which
indemnification is being sought, and if the Company acknowledges in writing the obligation to indemnify the Investor Party against whom
the claim or action is brought, the Company may (but will not be required to) assume the defense against the claim, action, suit or proceeding
with counsel satisfactory to it. After the Company notifies the Investor Party that the Company wishes to assume the defense of a claim,
action, suit or proceeding, the Company will not be liable for any further legal or other expenses incurred by the Investor Party in
connection with the defense against the claim, action, suit or proceeding except that if it would be inappropriate under the applicable
rules of professional responsibility for the same counsel to represent both the Company and such Investor Party. In such event,
the Company will pay the reasonable fees and expenses of no more than one separate counsel for all such Investor Parties promptly as
such fees and expenses are incurred. Each Investor Party, as a condition to receiving indemnification as provided in Section 9.1,
will cooperate in all reasonable respects with the Company in the defense of any action or claim as to which indemnification is sought.
The Company will not be liable for any settlement of any action effected without its prior written consent, which consent shall not be
unreasonably withheld, delayed or conditioned. The Company will not, without the prior written consent of the Investor Party, effect
any settlement of a pending or threatened action with respect to which an Investor Party is, or is informed that it may be, made a party
and for which it would be entitled to indemnification, unless the settlement includes an unconditional release of the Investor Party
from all liability and claims which are the subject matter of the pending or threatened action.


 






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The remedies provided for
in this Article IX are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Investor
Party at law or in equity.


 


Article X

MISCELLANEOUS


 


Section 10.1.       Certain
Fees and Expenses


 


Each party shall bear its
own fees and expenses related to the transactions contemplated by this Agreement; provided, however, that the Company shall pay, within
five Trading Days from the date of this Agreement, by wire transfer of immediately available funds to an account designated by the Investor,
an amount equal to $50,000 to be applied against the Investor’s reasonable out-of-pocket expenses, including the legal fees and
disbursements of the Investor’s legal counsel, incurred by the Investor in connection with the preparation, negotiation, execution
and delivery of the Transaction Documents by the Investor and its due diligence investigation of the Company (such amount, the “Investor
Expense Reimbursement”). For the avoidance of doubt, the Investor Expense Reimbursement shall be non-refundable when paid
as of the Closing Date, regardless of whether any VWAP Purchases are made or settled hereunder or any subsequent termination of this
Agreement. The Company shall pay all federal, state and local stamp and other similar transfer and other taxes and duties levied in connection
with issuance of the Securities pursuant hereto.


 


Section 10.2.       Specific
Enforcement, Consent to Jurisdiction, Waiver of Jury Trial.


 


(i)          The
Company and the Investor acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that either party shall
be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement by the other party and to
enforce specifically the terms and provisions hereof (without the necessity of showing economic loss and without any bond or other security
being required), this being in addition to any other remedy to which either party may be entitled by law or equity.


 


(ii)         Each
party hereby irrevocably submits to the exclusive jurisdiction of the U.S. state and federal courts sitting in the City of New York,
New York, for the adjudication of any dispute under this Agreement or in connection herewith, or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is
not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum
or that the venue of such suit, action or proceeding is improper. To the extent that the Company has or hereafter may acquire any immunity
from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment
in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect
of its obligations under this Agreement, to the extent permitted by law. By the execution and delivery of this Agreement, the Company
acknowledges that it has, by separate written instrument, irrevocably designated and appointed Puglisi & Associates, with offices
at 850 Library Avenue, Suite 204, Newark, Delaware 19711 (together with any successor, the “Agent for Service”)
as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement that
may be instituted in any state or federal court sitting in the City of New York, or brought under federal or state securities laws, and
acknowledges that the Agent for Service has accepted such designation. The Company further agrees to take any and all action, including
the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment
of the Agent for Service in full force and effect until one year after termination of this Agreement. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof (certified
or registered mail, return receipt requested) to such party at the address in effect for notices to it under this Agreement (or, in the
case of the Company, to the Agent for Service) and agrees that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.


 






    	 	44	 



     


    

 


(iii)         EACH
OF THE COMPANY AND THE INVESTOR HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR DISPUTES RELATING HERETO. EACH OF THE COMPANY AND THE INVESTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT
OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.2.


 


Section 10.3.       Entire
Agreement. The Transaction Documents set forth the entire agreement and understanding of
the parties with respect to the subject matter hereof and supersede all prior agreements, negotiations and understandings between the
parties, both oral and written, with respect to such matters. There are no promises, undertakings, representations or warranties by either
party relative to the subject matter hereof not expressly set forth in the Transaction Documents.


 


Section 10.4.      Notices.
Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall
be effective (a) upon hand delivery or electronic mail delivery at the address or number designated below (if delivered on a business
day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day
following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur. The address for such communications shall be:


 






    	 	45	 



     


    

 


If to the Company:


 


Sono Group N.V.


Waldmeisterstraße
76

80935 Munich

Germany

Telephone Number: +49 (89) 4520 5818


Email: legal@sonomotors.com


Attention: Johannes Trischler and Benedict Schneider


 


With a copy (which shall
not constitute notice) to:


 


Sullivan & Cromwell LLP


Neue Mainzer Straße 52


60311 Frankfurt, Germany

Telephone Number: +49 (69) 4272 5200


Email: rechbergerc@sullcrom.com


Attention: Clemens Rechberger


 


If to the Investor:


 


Joh. Berenberg, Gossler & Co. KG

 c/o Berenberg Capital Markets LLC

1251 Avenue of the Americas

53rd Floor

New York, New York 10020

Attention: Equity Capital Markets

Email: ecm-bcm@berenberg-us.com

Tel: +1 (646) 949-9166

Fax: +1 (646) 949-9283


 


With a copy (which shall
not constitute notice) to:


 


Skadden,
Arps, Slate, Meagher & Flom (UK) LLP

40 Bank Street, E14 5DS

London

United Kingdom

Email: James.McDonald@skadden.com

Attention: James McDonald


 


Either party hereto may from time to time change
its address for notices by giving at least five (5) days’ advance written notice of such changed address to the other party
hereto.


 


Section 10.5.         Waivers.
No provision of this Agreement may be waived by the parties from and after the date that is one (1) Trading Day immediately preceding
the date on which the Initial Registration Statement is initially filed with the Commission. Subject to the immediately preceding sentence,
no provision of this Agreement may be waived other than in a written instrument signed by the party against whom enforcement of such
waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such power, right or privilege preclude other or further exercises thereof or of any other
right, power or privilege.


 






    	 	46	 



     


    

 


Section 10.6.       Amendments.
No provision of this Agreement may be amended by the parties from and after the date that is one (1) Trading Day immediately preceding
the date on which the Initial Registration Statement is initially filed with the Commission. Subject to the immediately preceding sentence,
no provision of this Agreement may be amended other than by a written instrument signed by both parties hereto.


 


Section 10.7.      Headings.
The article, section and subsection headings in this Agreement are for convenience only and shall not constitute a part of this Agreement
for any other purpose and shall not be deemed to limit or affect any of the provisions hereof. Unless the context clearly indicates otherwise,
each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,”
 “includes,” “include” and words of like import shall be construed broadly as if followed by the words “without
limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this
entire Agreement instead of just the provision in which they are found.


 


Section 10.8.      Construction.
The parties agree that each of them and their respective counsel has reviewed and had an opportunity to revise the Transaction Documents
and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of the Transaction Documents. In addition, each and every reference to share prices (including
the Threshold Price) and number of Ordinary Shares in any Transaction Document shall, in all cases, be subject to adjustment for any
share splits, share combinations, share dividends, recapitalizations, reorganizations and other similar transactions that occur on or
after the date of this Agreement. Any reference in this Agreement to “Dollars” or “$” shall mean the lawful currency
of the United States of America. Any references to “Section” or “Article” in this Agreement shall, unless otherwise
expressly stated herein, refer to the applicable Section or Article of this Agreement.


 


Section 10.9.      Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors. Neither the Company nor the Investor may assign this Agreement or any of their respective rights or
obligations hereunder to any Person.


 


Section 10.10.    No
Third Party Beneficiaries. Except as expressly provided in Article IX, this Agreement
is intended only for the benefit of the parties hereto and their respective successors, and is not for the benefit of, nor may any provision
hereof be enforced by, any other Person.


 


Section 10.11.    Governing
Law. This Agreement shall be governed by and construed in accordance with the internal procedural
and substantive laws of the State of New York, without giving effect to any laws or rules of such state that would cause the application
of the laws of any other jurisdiction.


 


Section 10.12.    Survival.
The representations, warranties, covenants and agreements of the Company and the Investor contained in this Agreement shall survive the
execution and delivery hereof until the termination of this Agreement; provided, however, that (i) the provisions
of Article V (Representations, Warranties and Covenants of the Company), Article VIII (Termination), Article IX (Indemnification)
and this Article X (Miscellaneous) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so
long as the Investor owns any Securities, the covenants and agreements of the Company and the Investor contained in Article VI (Additional
Covenants), shall remain in full force and effect notwithstanding such termination for a period of six (6) months following such
termination.


 






    	 	47	 



     


    

 


Section 10.13.    Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile
signature or signature delivered by e-mail in a “.pdf” format data file, including any electronic signature complying with
the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, www.signeasy.com, etc., shall be considered
due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original signature.


 


Section 10.14.    Publicity.
The Company shall afford the Investor with a reasonable opportunity to review and comment upon, shall consult with the Investor on the
form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release,
Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder
or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure
thereof. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure (i) contained in
periodic reports filed with the Commission under the Exchange Act if it shall have previously provided substantially the same disclosure
to the Investor or its counsel for review in connection with a previous filing or (ii) any Prospectus Supplement if it contains
disclosure that does not reference the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions
contemplated thereby.


 


Section 10.15.    Severability.
The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction shall determine that any one
or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision
of this Agreement, and this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part
of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum extent
possible.


 


Section 10.16.    Further
Assurances. From and after the Closing Date, upon the request of the Investor or the Company,
each of the Company and the Investor shall execute and deliver such instrument, documents and other writings as may be reasonably necessary
or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.


 






    	 	48	 



     


    

 


Section 10.17.    Currency.
Each reference in this Agreement to U.S. Dollars (the “Relevant Currency”) is of the essence. To the fullest
extent permitted by law, the obligations of the Company in respect of any amount due under this Agreement will, notwithstanding any payment
in any other currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the Relevant Currency
that the party entitled to receive such payment may, in accordance with its normal procedures, purchase with the sum paid in such other
currency (after any premium and costs of exchange) on the business day immediately following the day on which such party receives such
payment. If the amount in the Relevant Currency that may be so purchased for any reason falls short of the amount originally due, the
Company making such payment will pay such additional amounts, in the Relevant Currency, as may be necessary to compensate for the shortfall.
Any obligation of the Company not discharged by such payment will, to the fullest extent permitted by applicable law, be due as a separate
and independent obligation and, until discharged as provided herein, will continue in full force and effect.


 


[Signature Pages Follow]


 






    	 	49	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officer
as of the date first above written.


 


		THE
COMPANY:
	 	 
	 	SONO GROUP N.V.
	 	 
	 	By:	/s/ Laurin Hahn            
	 	Name: Laurin Hahn
	 	Title: Chief Executive Officer and Member of the Management Board
	 	 
	 	By:	/s/ Torsten Kiedel
	 	Name: Torsten Kiedel
	 	Title: Chief Financial Officer, Controller/Principal Accounting Officer



 


 





		THE INVESTOR:
	 	 
	 	Joh. Berenberg,
Gossler & Co. KG.
	 	 
	 	By:	/s/ Dr. Martin Kniehase 
	 	Name: Dr. Martin Kniehase
	 	Title: Director


 


	 	By:	/s/ Timothy Knauff            
	 	Name: Timothy Knauff
	 	Title: Vice President


 



    	 		 



     


    

 


ANNEX
I TO THE

ORDINARY SHARES PURCHASE AGREEMENT

DEFINITIONS


 


“Accountant”
shall have the meaning assigned to such term in Section 5.6(d).


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control
with a Person, as such terms are used in and construed under Rule 144.


 


“Agent for Service”
shall have the meaning assigned to such term in Section 10.2(ii).


 


“Aggregate Limit”
shall have the meaning assigned to such term in Section 2.1.


 


“Agreement”
shall have the meaning assigned to such term in the preamble of this Agreement.


 


“Bankruptcy Law”
means Title 11, U.S. Code, or any similar U.S. federal or state or any Dutch law for the relief of debtors, including, without limitation,
U.S. federal or state insolvency laws and Dutch insolvency laws.


 


“Beneficial Ownership
Limitation” shall have the meaning assigned to such term in Section 3.5.


 


“Bloomberg”
means Bloomberg, L.P.


 


“Bring Down Opinion”
shall have the meaning assigned to such term in Section 6.14.


 


“Broker-Dealer”
shall have the meaning assigned to such term in Section 6.13.


 


“Capital Increase
Account” shall have the meaning assigned to such term in Section 3.3(a).


 


“Capital Increase
Amount” shall have the meaning assigned to such term in Section 3.3(a).


 


“Closing”
shall have the meaning assigned to such term in Section 2.2.


 


“Closing Date”
means the date of this Agreement.


 


“Closing Sale
Price” means, for the Ordinary Shares as of any date, the last closing trade price for the Ordinary Shares on the Trading
Market (or, if the Ordinary Shares is then listed on an Eligible Market, on such Eligible Market), as reported by Bloomberg, or, if the
Trading Market (or such Eligible Market, as applicable) begins to operate on an extended hours basis and does not designate the closing
trade price for the Ordinary Shares, then the last trade price for the Ordinary Shares prior to 4:00 p.m., New York City time, as reported
by Bloomberg. All such determinations shall be appropriately adjusted for any share splits, share dividends, share combinations, recapitalizations
or other similar transactions during such period.


 


“Commencement”
shall have the meaning assigned to such term in Section 3.1.



 






    	 	I-1	 



     


    

 


“Commencement
Date” shall have the meaning assigned to such term in Section 3.1.


 


“Commission”
means the U.S. Securities and Exchange Commission or any successor entity.


 


“Commission Documents”
shall mean (1) all reports, schedules, registrations, forms, statements, information and other documents filed with or furnished
to the Commission by the Company pursuant to the reporting requirements of the Exchange Act, including all material filed with or furnished
to the Commission pursuant to Section 13(a) or Section 15(d) of the Exchange Act, since November 16, 2021, including,
without limitation, the Annual Report on Form 20-F filed by the Company for its fiscal year ended December 31, 2021 (the “2021
Form 20-F”), and which hereafter shall be filed with or furnished to the Commission by the Company, including, without
limitation, the Form 6-K Report, (2) each Registration Statement, as the same may be amended from time to time, the Prospectus
contained therein and each Prospectus Supplement thereto and (3) all information contained in such filings and all documents and
disclosures that have been and heretofore shall be incorporated by reference therein.


 


“Company”
shall have the meaning assigned to such term in the preamble of this Agreement.


 


“Compliance Certificate”
shall have the meaning assigned to such term in Section 7.2(ii).


 


“Confidential
Information” means any information, knowledge or data concerning the businesses or affairs of (i) the Company
or any of its Subsidiaries that is not in the public domain, or (ii) any Suppliers or customers of the Company or any of its Subsidiaries
that is subject to restrictions on use or disclosure to third parties in any currently enforceable written confidentiality agreements
with the Company or any of its Subsidiaries.


 


“Cover Price”
shall have the meaning assigned to such term in Section 3.3(e).


 


“Custodian”
shall mean any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


“Damages”
shall have the meaning assigned to such term in Section 9.1.


 


“Deed of Issue”
means a Dutch law deed of issue for the issuance of Shares issued pursuant to the terms of a VWAP Purchase Notice or Shares issued pursuant
to the terms of an Intraday VWAP Purchase Notice.


 


“Disqualification
Event” shall have the meaning assigned to such term in Section 5.43.


 


“DTC”
means The Depository Trust Company, a subsidiary of The Depository Trust & Clearing Corporation, or any successor thereto.


 


“DWAC”
shall have the meaning assigned to such term in Section 5.33.


 






    	 	I-2	 



     


    

 


“DWAC Shares”
means Ordinary Shares issued pursuant to this Agreement that are (i) issued in electronic form, (ii) freely tradable and transferable
and without restriction on resale and without stop transfer instructions maintained against the transfer thereof and (iii) timely
credited by the Company’s transfer agent to the Investor’s (or its designee’s) specified DWAC account with DTC under
its Fast Automated Securities Transfer (FAST) Program, or any similar program hereafter adopted by DTC performing substantially the same
function.


 


“EDGAR”
means the Commission’s Electronic Data Gathering, Analysis and Retrieval System.


 


“Effective Date”
means, with respect to the Initial Registration Statement filed pursuant to Section 2(a) of the Registration Rights Agreement
(or any post-effective amendment thereto) or any New Registration Statement filed pursuant to Section 2(c) of the Registration
Rights Agreement (or any post-effective amendment thereto), as applicable, the date on which the Initial Registration Statement (or any
post-effective amendment thereto) or any New Registration Statement (or any post-effective amendment thereto) is declared effective by
the Commission.


 


“Effectiveness
Deadline” shall have the meaning assigned to such term in the Registration Rights Agreement.


 


“Eligible Market”
means The Nasdaq Capital Market, The Nasdaq Global Select Market, the New York Stock Exchange or the NYSE American (or any nationally
recognized successor to any of the foregoing).


 


“Environmental
Laws” shall have the meaning assigned to such term in Section 5.18.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder.


 


“Exchange Rate”
means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Agreement, the U.S. Dollar exchange rate
as published in the Wall Street Journal on the relevant date of calculation.


 


“Filing Deadline”
shall have the meaning assigned to such term in the Registration Rights Agreement.


 


“FINRA”
means the Financial Industry Regulatory Authority, Inc.


 


“Form 6-K
Report” shall have the meaning assigned to such term in Section 2.3.


 


“Fundamental
Transaction” means that (i) the Company shall, directly or indirectly, in one or more related transactions,
(1) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Person, with the result
that the holders of the Company’s share capital immediately prior to such consolidation or merger together beneficially own less
than 50% of the outstanding voting power of the surviving or resulting corporation, or (2) sell, lease, license, assign, transfer,
convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (3) take
action to facilitate a purchase, tender or exchange offer by another Person that is accepted by the holders of more than 50% of the outstanding
Ordinary Shares (excluding any Ordinary Shares held by the Person or Persons making or party to, or associated or affiliated with the
Persons making or party to, such purchase, tender or exchange offer), or (4) consummate a stock or share purchase agreement or other
business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another
Person whereby such other Person acquires more than 50% of the outstanding Ordinary Shares (not including any Ordinary Shares held by
the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock
or share purchase agreement or other business combination), or (5) reorganize, recapitalize or reclassify its Ordinary Shares, or
(ii) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of
the Exchange Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Ordinary Shares.


 






    	 	I-3	 



     


    

 


“Governmental
Authority” means any United States or Dutch: (i) federal, state, local, municipal or other government; or (iii) governmental,
quasi-governmental, public or statutory authority of any nature (including any governmental division, department, agency, regulatory
or administrative authority, commission, instrumentality, official, organization, unit, body, or Entity and any court, judicial or arbitral
body, or other tribunal).


 


“IFRS”
shall have the meaning assigned to such term in Section 5.6(b).


 


“Indebtedness”
shall mean (a) any liabilities for borrowed money or amounts owed in excess of €5,000,000 (other than trade accounts payable
incurred in the ordinary course of business), (b) all guaranties, endorsements, indemnities and other contingent obligations in
respect of Indebtedness of others in excess of €5,000,000, whether or not the same are or should be reflected in the Company’s
balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of business; and (c) the present value of any lease payments in excess of €5,000,000 due
under leases required to be capitalized in accordance with GAAP. Notwithstanding anything to the contrary contained herein, “Indebtedness”
of any Person shall not include any item that would otherwise constitute “Indebtedness” of such Person that is an obligation
between such Person and any wholly owned Subsidiary of such Person or between any two or more wholly owned Subsidiaries of such Person.


 


“Initial Registration
Statement” shall have the meaning assigned to such term in the Registration Rights Agreement.


 


“Intellectual
Property” shall have the meaning assigned to such term in Section 5.17(b).


 


“Intraday VWAP
Purchase” shall have the meaning assigned to such term in Section 3.2.


 


“Intraday VWAP
Purchase Commencement Time” means, with respect to an Intraday VWAP Purchase made pursuant to Section 3.2, the time
that is thirty (30) minutes after the latest of: (i) the VWAP Purchase Ending Time of the VWAP Purchase Period for the VWAP
Purchase preceding the Intraday VWAP Purchase Period for such Intraday VWAP Purchase occurring on the same Purchase Date as such earlier
VWAP Purchase, if the Company has timely delivered a VWAP Purchase Notice to the Investor for a VWAP Purchase on such Purchase Date,
(ii) the Intraday VWAP Purchase Ending Time of the Intraday VWAP Purchase Period for the most recent prior Intraday VWAP Purchase,
if any, occurring on the same Purchase Date as such Intraday VWAP Purchase, and (iii) the Investor’s timely receipt (acknowledged
by email correspondence to each of the individual notice recipients of the Company set forth in the applicable Intraday VWAP Purchase
Notice, other than via auto-reply) from the Company of the applicable Intraday VWAP Purchase Notice for such Intraday VWAP Purchase on
the applicable Purchase Date therefor.


 






    	 	I-4	 



     


    

 


“Intraday VWAP
Purchase Confirmation” shall have the meaning assigned to such term in Section 3.2.


 


“Intraday
VWAP Purchase Ending Time” means, with respect to an Intraday VWAP Purchase made pursuant to Section 3.2, the time
on the Purchase Date for such Intraday VWAP Purchase that is the earliest of: (i) 4:00 p.m., New York City time, on the applicable
Purchase Date for such Intraday VWAP Purchase, or such earlier time publicly announced by the Trading Market (or, if the Ordinary
Shares are then listed on an Eligible Market, by such Eligible Market) as the official close of the primary (or “regular”)
trading session on the Trading Market (or on such Eligible Market, as applicable) on such Purchase Date; and (ii) immediately at
such time following the Intraday VWAP Purchase Commencement Time of the Intraday VWAP Purchase Period for such Intraday VWAP Purchase
that the total number (or volume) of Ordinary Shares traded on the Trading Market (or on such Eligible Market, as applicable) during
such Intraday VWAP Purchase Period has exceeded the applicable Intraday VWAP Purchase Share Volume Maximum for such Intraday VWAP Purchase;
provided, however, that the calculation of the total number (or volume) of Ordinary Shares traded on the Trading Market
(or on such Eligible Market, as applicable) during such Intraday VWAP Purchase Period shall exclude from such calculation (A) the
opening or first purchase of Ordinary Shares at or following the official open of such primary (or “regular”) trading session
that is reported in the consolidated system on such Purchase Date and (B) the last or closing sale of Ordinary Shares at or prior
to the official close of such primary (or “regular”) trading session that is reported in the consolidated system on such
Purchase Date (as applicable); and (iii) immediately at such time following the Intraday VWAP Purchase Commencement Time of the
Intraday VWAP Purchase Period for such Intraday VWAP Purchase that the Sale Price of any Ordinary Share traded on the Trading Market
(or on such Eligible Market, as applicable) during such Intraday VWAP Purchase Period is less than the applicable Intraday VWAP Purchase
Minimum Price Threshold; provided, however, that the determination of whether the Sale Price of any Ordinary Share traded
during such Intraday VWAP Purchase Period is less than the applicable Intraday VWAP Purchase Minimum Price Threshold shall exclude (A) the
opening or first purchase of Ordinary Shares at or following the official open of such primary (or “regular”) trading session
that is reported in the consolidated system on such Purchase Date and (B) the last or closing sale of Ordinary Shares at or prior
to the official close of such primary (or “regular”) trading session that is reported in the consolidated system on such
Purchase Date (as applicable) (in each case, to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend,
stock split, reverse stock split or other similar transaction).


 






    	 	I-5	 



     


    

 


“Intraday
VWAP Purchase Maximum Amount” means, with respect to an Intraday VWAP Purchase made pursuant to Section 3.2, such
number of Ordinary Shares equal to the lesser of: (i) the product of (a) the Purchase Share Percentage, multiplied by
(b) the Purchase Volume Reference Amount applicable to such Intraday VWAP Purchase, and (ii) the product of (a) the Purchase
Share Percentage, multiplied by (b) the total number (or volume) of Ordinary Shares traded on the Trading Market (or on such Eligible
Market, as applicable) during the Intraday VWAP Purchase Period for such Intraday VWAP Purchase; provided, however, that
the calculation of the total number (or volume) of Ordinary Shares traded on the Trading Market (or on such Eligible Market, as applicable)
during such Intraday VWAP Purchase Period shall exclude from such calculation (A) the opening or first purchase of Ordinary Shares
at or following the official open of such primary (or “regular”) trading session that is reported in the consolidated system
on such Purchase Date and (B) the last or closing sale of Ordinary Shares at or prior to the official close of such primary (or
 “regular”) trading session that is reported in the consolidated system on such Purchase Date (as applicable) (in each case,
to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar
transaction), (iii) the number of Ordinary Shares that the Company can issue on the relevant Purchase Date under the authorized
share capital included in the Articles of Association, less any Ordinary Shares issuable by the Company pursuant to securities convertible
into, exchangeable for or exercisable for Ordinary Shares, and (iv) the number of Ordinary Shares in respect of which the Management
Board has been designated by the Company's general meeting as being the competent corporate body on the relevant Purchase Date to issue
such Ordinary Shares and to exclude any pre-emptive rights in connection therewith.


 


“Intraday VWAP
Purchase Minimum Price Threshold” means, with respect to an Intraday VWAP Purchase made pursuant to Section 3.2, the
U.S. dollar amount specified by the Company in the applicable Intraday VWAP Purchase Notice for such Intraday VWAP Purchase as the per
share minimum Sale Price threshold to be used in determining whether the event in clause (iii) of the definition of “Intraday
VWAP Purchase Ending Time” shall have occurred during the applicable Intraday VWAP Purchase Period for such Intraday VWAP Purchase
(to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other
similar transaction); provided, however, that if the Company has not specified any such U.S. dollar amount as the per share
minimum Sale Price threshold in the applicable Intraday VWAP Purchase Notice for such Intraday VWAP Purchase, then the per share minimum
Sale Price threshold to be used in determining whether the event in clause (iii) of the definition of “Intraday VWAP Purchase
Ending Time” shall have occurred during the applicable Intraday VWAP Purchase Period for such Intraday VWAP Purchase shall be such
U.S. dollar amount equal to the product of (a) the Closing Sale Price of the Ordinary Shares on the Trading Day immediately preceding
the Purchase Date for such Intraday VWAP Purchase, multiplied by (b) 0.75 (to be appropriately adjusted for any reorganization,
recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).


 


“Intraday VWAP
Purchase Notice” means, with respect to an Intraday VWAP Purchase made pursuant to Section 3.2, an irrevocable written
notice from the Company to the Investor directing the Investor to purchase a specified Intraday VWAP Purchase Share Amount (such specified
Intraday VWAP Purchase Share Amount subject to adjustment as set forth in Section 3.2 as necessary to give effect to the Intraday
VWAP Purchase Maximum Amount), at the applicable Intraday VWAP Purchase Price therefor on the Purchase Date for such Intraday VWAP Purchase
in accordance with this Agreement, that is delivered by the Company to the Investor and received by the Investor (i) after the latest
of (X) 10:00 a.m., New York City time, on such Purchase Date, if the Company has not timely delivered a VWAP Purchase Notice
to the Investor for a VWAP Purchase on such Purchase Date, (Y) the VWAP Purchase Ending Time of the VWAP Purchase Period for the
VWAP Purchase preceding the Intraday VWAP Purchase Period for such Intraday VWAP Purchase occurring on the same Purchase Date as such
earlier VWAP Purchase, if the Company has timely delivered a VWAP Purchase Notice to the Investor for a VWAP Purchase on such Purchase
Date, and (Z) the Intraday VWAP Purchase Ending Time of the Intraday VWAP Purchase Period for the most recent prior Intraday VWAP
Purchase, if any, occurring on the same Purchase Date as such Intraday VWAP Purchase, and (ii) prior to the earlier of (X) 2:00
p.m., New York City time, on such Purchase Date and (Y) such time that is exactly one (1) hour immediately prior
to the official close of the primary (or “regular”) trading session on the Trading Market (or, if the Ordinary Shares are
then listed on an Eligible Market, on such Eligible Market) on such Purchase Date, if the Trading Market (or such Eligible Market, as
applicable) has theretofore publicly announced that the official close of the primary (or “regular”) trading session on the
Trading Market (or on such Eligible Market, as applicable) on such Purchase Date shall be earlier than 4:00 p.m., New York City time,
on such Purchase Date.


 






    	 	I-6	 



     


    

 


“Intraday VWAP
Purchase Period” means, with respect to an Intraday VWAP Purchase made pursuant to Section 3.2, the period on the
Purchase Date for such Intraday VWAP Purchase, beginning at the applicable Intraday VWAP Purchase Commencement Time and ending at the
applicable Intraday VWAP Purchase Ending Time on such Purchase Date for such Intraday VWAP Purchase.


 


“Intraday VWAP
Purchase Price” means, with respect to an Intraday VWAP Purchase made pursuant to Section 3.2, the purchase price
per Share to be purchased by the Investor in such Intraday VWAP Purchase, equal to the product of (i) 0.98, multiplied by (ii) the
VWAP of the Ordinary Shares for the applicable Intraday VWAP Purchase Period on the applicable Purchase Date for such Intraday VWAP Purchase;
provided, that the calculation of the VWAP for the Ordinary Shares for the Intraday VWAP Purchase Period for an Intraday VWAP
Purchase, (A) during which Intraday VWAP Purchase Period the opening or first purchase of Ordinary Shares at or following the official
open of the primary (or “regular”) trading session on the Trading Market (or, if the Ordinary Shares are then listed on an
Eligible Market, on such Eligible Market) on the Purchase Date for such Intraday VWAP Purchase has occurred, shall exclude from such
calculation such opening or first purchase of Ordinary Shares at or following the official open of such primary (or “regular”)
trading session that is reported in the consolidated system on such Purchase Date, and (B) during which Intraday VWAP Purchase Period
the last or closing sale of Ordinary Shares at or prior to the official close of the primary (or “regular”) trading session
on the Trading Market (or on such Eligible Market, as applicable) on the Purchase Date for such Intraday VWAP Purchase has occurred (as
applicable), shall exclude from such calculation such last or closing sale of Ordinary Shares at or prior to the official close of such
primary (or “regular”) trading session that is reported in the consolidated system on such Purchase Date. All such calculations
shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction.
For the avoidance of doubt, the Intraday VWAP Purchase Price, on a per Share basis, shall never be less than the Issue Price.


 


“Intraday VWAP
Purchase Share Amount” means, with respect to an Intraday VWAP Purchase made pursuant to Section 3.2, the total number
of Shares to be purchased by the Investor in such Intraday VWAP Purchase as specified by the Company in the applicable Intraday VWAP
Purchase Notice for such Intraday VWAP Purchase, which total number of Shares shall not exceed the Intraday VWAP Purchase Maximum Amount
applicable to such Intraday VWAP Purchase (and such number of Shares specified by the Company in the applicable Intraday VWAP Purchase
Notice for such Intraday VWAP Purchase shall be subject to automatic adjustment in accordance with Section 3.2 hereof as necessary
to give effect to the Intraday VWAP Purchase Maximum Amount limitation applicable to such Intraday VWAP Purchase as set forth in this
Agreement).


 






    	 	I-7	 



     


    

 


“Intraday VWAP
Purchase Share Volume Maximum” means, with respect to an Intraday VWAP Purchase made pursuant to Section 3.2, a number
of Ordinary Shares equal to the quotient obtained by dividing (i) the Intraday VWAP Purchase Share Amount to be purchased by the
Investor in such Intraday VWAP Purchase, by (ii) the Purchase Share Percentage (to be appropriately adjusted for any reorganization,
recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).


 


“Investment Period”
means the period commencing on the Commencement Date and expiring on the date this Agreement is subsequently terminated pursuant to Article VIII.


 


“Investor”
shall have the meaning assigned to such term in the preamble of this Agreement.


 


“Investor Party”
shall have the meaning assigned to such term in Section 9.1.


 


“Issue Price”
means the U.S. Dollar equivalent of the applicable nominal value of a single Ordinary Share (which, as of the date of this Agreement,
is €0.06 per share) as of the relevant date of determination, calculated in accordance with the applicable Exchange Rate on such
relevant date of determination.


 


“Issuer Covered
Person” shall have the meaning assigned to such term in Section 5.43.


 


“IT Systems and
Data” shall have the meaning assigned to such term in Section 5.41.


 


“Knowledge”
means the actual knowledge of any of (i) the Company’s two co-Chief Executive Officers and co-Founders, (ii) the Company’s
Chief Financial Officer, (iii) the Company’s Chief Operating Officer and (iv) the Company’s Chief Technology Officer,
in each case after reasonable inquiry of all officers, directors and employees of the Company and its Subsidiaries under such Person’s
direct supervision who would reasonably be expected to have knowledge or information with respect to the matter in question; it being
understood that with respect to matters related to Intellectual Property and IT Systems and Data, such reasonable inquiry shall not require
the Company or any of the foregoing individuals to perform (or to have performed) any clearance searches, seek any freedom to operate
or other legal opinions or otherwise conduct any additional investigations with respect to Intellectual Property or IT Systems and Data.


 






    	 	I-8	 



     


    

 


“Material Adverse
Effect” means (i) any condition, occurrence, state of facts or event having, or insofar as reasonably can be foreseen
would likely have, any effect on the business, operations, properties or financial condition of the Company that is material and adverse
to the Company and its Subsidiaries, taken as a whole, excluding any facts, circumstances, changes or effects, individually or in the
aggregate, exclusively and directly resulting from, relating to or arising out of any of the following: (a) changes in conditions
in the U.S. or global capital, credit or financial markets generally, including changes in the availability of capital or currency exchange
rates, provided such changes shall not have affected the Company in a materially disproportionate manner as compared to other similarly
situated companies, (b) changes generally affecting the industries in which the Company and its Subsidiaries operate, provided such
changes shall not have affected the Company and its Subsidiaries, taken as a whole, in a materially disproportionate manner as compared
to other similarly situated companies, (c) any effect of the announcement of, or the consummation of the transactions contemplated
by, this Agreement and the Registration Rights Agreement on the Company’s relationships, contractual or otherwise, with customers,
suppliers, vendors, bank lenders, strategic venture partners or employees, (d) changes arising in connection with earthquakes, hostilities,
acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war,
sabotage or terrorism or military actions existing as of the date hereof, (e) any action taken by the Investor, any of its officers or the Investor’s Broker-Dealer, or any of such Person’s successors with respect to the transactions contemplated
by this Agreement and the Registration Rights Agreement, and (f) the effect of any changes in applicable laws or accounting rules,
provided such changes shall not have affected the Company in a materially disproportionate manner as compared to other similarly situated
companies; (ii) any condition, occurrence, state of facts or event having, or insofar as reasonably can be foreseen would likely
have, any material adverse effect on the legality, validity or enforceability of any of the Transaction Documents or the transactions
contemplated thereby; or (iii) any condition, occurrence, state of facts or event that would, or insofar as reasonably can be foreseen
would likely, prohibit or otherwise materially interfere with or delay the ability of the Company to perform any of its obligations under
any of the Transaction Documents to which it is a party.


 


“Material Agreements”
shall have the meaning assigned to such term in Section 5.19.


 


“New Registration
Statement” shall have the meaning assigned to such term in the Registration Rights Agreement.


 


“New York Court”
shall have the meaning assigned to such term in Section 5.49.


 


“Ordinary Shares”
means the ordinary shares, nominal value €0.06 per share, in the capital of the Company.


 


“Ordinary Shares
Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any
time Ordinary Shares, including, without limitation, any debt, preferred shares, rights, options, warrants or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.


 


“PEA Period”
means the period commencing at 9:30 a.m., New York City time, on the fifth (5th) Trading Day immediately prior to the filing
of any post-effective amendment to the Initial Registration Statement or any New Registration Statement, and ending at 9:30 a.m., New
York City time, on the Trading Day immediately following, the Effective Date of such post-effective amendment.


 


“Permits”
shall have the meaning assigned to such term in Section 5.17(a).


 


“Person”
means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including, without
limitation, a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association, or to the extent
not already covered, an Entity, or government, political subdivision, agency or instrumentality of a government, or to the extent not
already covered, a Governmental Authority.


 






    	 	I-9	 



     


    

 


“PFIC”
shall have the meaning assigned to such term in Section 5.39.


 


“Prospectus”
shall have the meaning assigned to such term in the Registration Rights Agreement.


 


“Prospectus Supplement”
shall have the meaning assigned to such term in the Registration Rights Agreement.


 


“Purchase Condition
Satisfaction Time” shall have the meaning assigned to such term in Section 7.3.


 


“Purchase Date”
means, (i) with respect to a VWAP Purchase made pursuant to Section 3.1, the Trading Day on which the Investor timely receives,
(A) after 2:00 a.m., New York City time, and (B) prior to 6:00 a.m., New York City time, on such Trading Day, a valid VWAP
Purchase Notice for such VWAP Purchase in accordance with this Agreement, and (ii) with respect to an Intraday VWAP Purchase made
pursuant to Section 3.2, the Trading Day on which the Investor timely receives a valid Intraday VWAP Purchase Notice for such Intraday
VWAP Purchase in accordance with this Agreement, (A) after the latest of (X) 10:00 a.m., New York City time, on such
Trading Day, if the Company has not timely delivered a valid VWAP Purchase Notice to the Investor for a VWAP Purchase on such Trading
Day, (Y) the VWAP Purchase Ending Time of the VWAP Purchase Period for the VWAP Purchase preceding the applicable Intraday VWAP
Purchase Period for such Intraday VWAP Purchase occurring on the same Trading Day as such earlier VWAP Purchase, if the Company has timely
delivered a valid VWAP Purchase Notice to the Investor for a VWAP Purchase on such Trading Day, and (Z) the Intraday VWAP Purchase
Ending Time of the Intraday VWAP Purchase Period for the most recent prior Intraday VWAP Purchase, if any, occurring on the same Trading
Day as such Intraday VWAP Purchase, and (B) prior to the earlier of (X) 2:00 p.m., New York City time,
on such Trading Day for such Intraday VWAP Purchase and (Y) such time that is exactly one (1) hour immediately prior to the
official close of the primary (or “regular”) trading session on the Trading Market (or, if the Ordinary Shares are then listed
on an Eligible Market, on such Eligible Market) on such Trading Day, if the Trading Market (or such Eligible Market, as applicable) has
publicly announced that the official close of the primary (or “regular”) trading session shall be earlier than 4:00 p.m.,
New York City time, on such Trading Day.


 


“Purchase Share
Delivery Date” shall have the meaning assigned to such term in Section 3.3(c).


 


“Purchase Share
Percentage” means, with respect to a VWAP Purchase made pursuant to Section 3.1 and with respect to an Intraday VWAP
Purchase made pursuant to Section 3.2, twenty percent (20.0%).


 






    	 	I-10	 



     


    

 


“Purchase Volume
Reference Amount” means, with respect to a VWAP Purchase made pursuant to Section 3.1 and with respect to an Intraday
VWAP Purchase made pursuant to Section 3.2, such number of Ordinary Shares equal to the quotient obtained by dividing (i) the
total aggregate number (or volume) of Ordinary Shares traded during the full primary (or “regular”) trading sessions on the
Trading Market (or, if the Ordinary Shares are then listed on an Eligible Market, on such Eligible Market) during the ten (10) consecutive
Trading Day period ending on (and including) the Trading Day immediately preceding the Purchase Date for such VWAP Purchase and/or for
such Intraday VWAP Purchase (as applicable), by (ii) ten (10). All such calculations shall be appropriately adjusted for any stock
dividend, stock split, stock combination, recapitalization or other similar transaction.


 


“Registrable
Securities” shall have the meaning assigned to such term in the Registration Rights Agreement.


 


“Registration
Period” shall have the meaning assigned to such term in the Registration Rights Agreement.


 


“Registration
Rights Agreement” shall have the meaning assigned to such term in the recitals hereof.


 


“Registration
Statement” shall have the meaning assigned to such term in the Registration Rights Agreement.


 


“Regulation D”
shall have the meaning assigned to such term in the recitals of this Agreement.


 


“Relevant Currency”
shall have the meaning assigned to such term in Section 10.17.


 


“Restricted Period”
shall have the meaning assigned to such term in Section 6.9(i).


 


“Restricted Person”
shall have the meaning assigned to such term in Section 6.9(i).


 


“Restricted Persons”
shall have the meaning assigned to such term in Section 6.9(i).


 


“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect.


 


“Sale Price”
means any trade price for an Ordinary Share on the Trading Market, or if the Ordinary Shares are then traded on an Eligible Market, on
such Eligible Market, as reported by Bloomberg.


 


“Sanctioned Country”
and “Sanctioned Countries” shall have the meanings assigned to such terms in Section 5.37.


 


“Sanctioned Person”
and “Sanctioned Persons” shall have the meanings assigned to such terms in Section 5.37.


 


“Sanctions”
shall have the meanings assigned to such term in Section 5.37.


 


“Section 4(a)(2)”
shall have the meaning assigned to such term in the recitals of this Agreement.


 






    	 	I-11	 



     


    

 


“Securities”
means the Shares.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder.


 


“Shares”
shall mean the Ordinary Shares that may be purchased by the Investor under this Agreement pursuant to one or more VWAP Purchase Notices
or one or more Intraday VWAP Purchase Notices.


 


“Short Sales”
shall mean “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act.


 


“Subsidiary”
shall mean any corporation or other entity of which at least a majority of the securities or other ownership interest having ordinary
voting power for the election of directors or other persons performing similar functions are at the time owned directly or indirectly
by the Company and/or any of its other Subsidiaries.


 


“Threshold Price”
means $1.00, which shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, share split or other
similar transaction and, effective upon the consummation of any such reorganization, recapitalization, non-cash dividend, share split
or other similar transaction, the “Threshold Price” shall mean the lower of (i) such adjusted price and (ii) $1.00.


 


“Total Commitment”
shall have the meaning assigned to such term in Section 2.1.


 


“Trading Day”
shall mean any day on which the Trading Market or, if the Ordinary Shares are then listed on an Eligible Market, such Eligible Market
is open for “regular” trading, including any day on which the Trading Market (or such Eligible Market, as applicable) is
open for “regular” trading for a period of time less than the customary “regular” trading period.


 


“Trading Market”
means The Nasdaq Global Market (or any nationally recognized successor thereto).


 


“Transaction
Documents” means, collectively, this Agreement and the exhibits hereto, the Registration Rights Agreement, and the exhibits
thereto, and each of the other agreements, documents, certificates and instruments entered into or furnished by the parties hereto in
connection with the transactions contemplated hereby and thereby.


 


“Transfer Taxes”
shall have the meaning assigned to such term in Section 5.47.


 






    	 	I-12	 



     


    

 


“VWAP”
means, for the Ordinary Shares for a specified period, the dollar volume-weighted average price for the Ordinary Shares on the Trading
Market (or, if the Ordinary Shares are then listed on an Eligible Market, on such Eligible Market), for such period, as reported by Bloomberg
through its “AQR” function; provided, however, that (i) the calculation of the dollar volume-weighted
average price for the Ordinary Shares for the VWAP Purchase Period for each VWAP Purchase, (A) during which VWAP Purchase Period
the opening or first purchase of Ordinary Shares at or following the official open of the primary (or “regular”) trading
session on the Trading Market (or, if the Ordinary Shares are then listed on an Eligible Market, on such Eligible Market) on the Purchase
Date for such VWAP Purchase has occurred, shall exclude from such calculation such opening or first purchase of Ordinary Shares at or
following the official open of such primary (or “regular”) trading session that is reported in the consolidated system on
such Purchase Date, and (B) during which VWAP Purchase Period the last or closing sale of Ordinary Shares at or prior to the official
close of the primary (or “regular”) trading session on the Trading Market (or on such Eligible Market, as applicable) on
the Purchase Date for such VWAP Purchase has occurred (as applicable), shall exclude from such calculation such last or closing sale
of Ordinary Shares at or prior to the official close of such primary (or “regular”) trading session that is reported in the
consolidated system on such Purchase Date; and (ii) the calculation of the dollar volume-weighted average price for the Ordinary
Shares for the Intraday VWAP Purchase Period for each Intraday VWAP Purchase, (A) during which Intraday VWAP Purchase Period the
opening or first purchase of Ordinary Shares at or following the official open of the primary (or “regular”) trading session
on the Trading Market (or, if the Ordinary Shares are then listed on an Eligible Market, on such Eligible Market) on the Purchase Date
for such Intraday VWAP Purchase has occurred, shall exclude from such calculation such opening or first purchase of Ordinary Shares at
or following the official open of such primary (or “regular”) trading session that is reported in the consolidated system
on such Purchase Date, and (B) during which Intraday VWAP Purchase Period the last or closing sale of Ordinary Shares at or prior
to the official close of the primary (or “regular”) trading session on the Trading Market (or on such Eligible Market, as
applicable) on the Purchase Date for such Intraday VWAP Purchase has occurred (as applicable), shall exclude from such calculation such
last or closing sale of Ordinary Shares at or prior to the official close of such primary (or “regular”) trading session
that is reported in the consolidated system on such Purchase Date. All such calculations shall be appropriately adjusted for any stock
dividend, stock split, stock combination, recapitalization or other similar transaction.


  


“VWAP Purchase”
shall have the meaning assigned to such term in Section 3.1.


 


“VWAP Purchase
Commencement Time” means, with respect to a VWAP Purchase made pursuant to Section 3.1, 9:30:01 a.m., New York City
time, on the Purchase Date for such VWAP Purchase, or such later time on such Purchase Date publicly announced by the Trading Market
(or, if the Ordinary Shares are then listed on an Eligible Market, by such Eligible Market) as the official open of the primary (or “regular”)
trading session on the Trading Market (or on such Eligible Market, as applicable) on such Purchase Date.


 


“VWAP Purchase
Confirmation” shall have the meaning assigned to such term in Section 3.1.


 






    	 	I-13	 



     


    

 


“VWAP Purchase
Ending Time” means, with respect to a VWAP Purchase made pursuant to Section 3.1, the time on the Purchase Date for
such VWAP Purchase that is the earliest of: (i) 4:00 p.m., New York City time, on the applicable Purchase Date for such VWAP
Purchase, or such earlier time publicly announced by the Trading Market (or, if the Ordinary Shares are then listed on an Eligible Market,
by such Eligible Market) as the official close of the primary (or “regular”) trading session on the Trading Market (or on
such Eligible Market, as applicable) on such Purchase Date; (ii) immediately at such time following the VWAP Purchase Commencement
Time of the VWAP Purchase Period for such VWAP Purchase that the total number (or volume) of Ordinary Shares traded on the Trading Market
(or on such Eligible Market, as applicable) during such VWAP Purchase Period has exceeded the applicable VWAP Purchase Share Volume Maximum
for such VWAP Purchase; provided, however, that the calculation of the total number (or volume) of Ordinary Shares traded
on the Trading Market (or on such Eligible Market, as applicable) during such VWAP Purchase Period shall exclude from such calculation
(A) the opening or first purchase of Ordinary Shares at or following the official open of such primary (or “regular”)
trading session that is reported in the consolidated system on such Purchase Date and (B) the last or closing sale of Ordinary Shares
at or prior to the official close of such primary (or “regular”) trading session that is reported in the consolidated system
on such Purchase Date (as applicable); and (iii) immediately at such time following the VWAP Purchase Commencement Time of the VWAP
Purchase Period for such VWAP Purchase that the Sale Price of any Ordinary Share traded on the Trading Market (or on such Eligible Market,
as applicable) during such VWAP Purchase Period is less than the applicable VWAP Purchase Minimum Price Threshold; provided, however,
that the determination of whether the Sale Price of any Ordinary Share traded during such VWAP Purchase Period is less than the applicable
VWAP Purchase Minimum Price Threshold shall exclude (A) the opening or first purchase of Ordinary Shares at or following the official
open of such primary (or “regular”) trading session that is reported in the consolidated system on such Purchase Date and
(B) the last or closing sale of Ordinary Shares at or prior to the official close of such primary (or “regular”) trading
session that is reported in the consolidated system on such Purchase Date (as applicable) (in each case, to be appropriately adjusted
for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).


 


“VWAP Purchase
Maximum Amount” means, with respect to a VWAP Purchase made pursuant to Section 3.1, such number of Ordinary Shares
equal to the lesser of: (i) the product of (a) the Purchase Share Percentage, multiplied by (b) the Purchase Volume Reference
Amount applicable to such VWAP Purchase, (ii) the product of (a) the Purchase Share Percentage, multiplied by (b) the
total number (or volume) of Ordinary Shares traded on the Trading Market (or on such Eligible Market, as applicable) during the VWAP
Purchase Period for such VWAP Purchase; provided, however, that the calculation of the total number (or volume) of Ordinary
Shares traded on the Trading Market (or on such Eligible Market, as applicable) during such VWAP Purchase Period shall exclude from such
calculation (A) the opening or first purchase of Ordinary Shares at or following the official open of such primary (or “regular”)
trading session that is reported in the consolidated system on such Purchase Date and (B) the last or closing sale of Ordinary Shares
at or prior to the official close of such primary (or “regular”) trading session that is reported in the consolidated system
on such Purchase Date (as applicable) (in each case, to be appropriately adjusted for any reorganization, recapitalization, non-cash
dividend, stock split, reverse stock split or other similar transaction), (iii) the number of Ordinary Shares that the Company can
issue on the relevant Purchase Date under the authorized share capital included in the Articles of Association, less any Ordinary Shares
issuable by the Company pursuant to securities convertible into, exchangeable for or exercisable for Ordinary Shares, and (iv) the
number of Ordinary Shares in respect of which the Management Board has been designated by the Company's general meeting as being the
competent corporate body on the relevant Purchase Date to issue such Ordinary Shares and to exclude any pre-emptive rights in connection
therewith.


 






    	 	I-14	 



     


    

 


“VWAP Purchase
Minimum Price Threshold” means, with respect to a VWAP Purchase made pursuant to Section 3.1, the U.S. dollar amount
specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase as the per share minimum Sale Price threshold
to be used in determining whether the event in clause (iii) of the definition of “VWAP Purchase Ending Time” shall have
occurred during the applicable VWAP Purchase Period for such VWAP Purchase (to be appropriately adjusted for any reorganization, recapitalization,
non-cash dividend, stock split, reverse stock split or other similar transaction); provided, however, that if the Company
has not specified any such U.S. dollar amount as the per share minimum Sale Price threshold in the applicable VWAP Purchase Notice for
such VWAP Purchase, then the per share minimum Sale Price threshold to be used in determining whether the event in clause (iii) of
the definition of “VWAP Purchase Ending Time” shall have occurred during the applicable VWAP Purchase Period for such VWAP
Purchase shall be such U.S. dollar amount equal to the product of (a) the Closing Sale Price of the Ordinary Shares on the Trading
Day immediately preceding the Purchase Date for such VWAP Purchase, multiplied by (b) 0.75 (to be appropriately adjusted for any
reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).


 


“VWAP Purchase
Notice” means, with respect to a VWAP Purchase made pursuant to Section 3.1, an irrevocable written notice delivered
by the Company to the Investor, and received by the Investor, after 2:00 a.m., New York City time, and prior to 6:00 a.m., New York City
time, on the Purchase Date for such VWAP Purchase, directing the Investor to purchase a specified VWAP Purchase Share Amount (such specified
VWAP Purchase Share Amount subject to adjustment as set forth in Section 3.1 as necessary to give effect to the VWAP Purchase Maximum
Amount), at the applicable VWAP Purchase Price therefor on such Purchase Date for such VWAP Purchase in accordance with this Agreement.


 


“VWAP Purchase
Period” means, with respect to a VWAP Purchase made pursuant to Section 3.1, the period on the Purchase Date for such
VWAP Purchase, beginning at the applicable VWAP Purchase Commencement Time and ending at the applicable VWAP Purchase Ending Time on
such Purchase Date for such VWAP Purchase.


 


“VWAP Purchase
Price” means, with respect to a VWAP Purchase made pursuant to Section 3.1, the purchase price per Share to be purchased
by the Investor in such VWAP Purchase, equal to the product of (i) 0.98, multiplied by (ii) the VWAP of the Ordinary Shares
for the applicable VWAP Purchase Period on the applicable Purchase Date for such VWAP Purchase; provided, that the calculation
of the VWAP for the Ordinary Shares for the VWAP Purchase Period for each VWAP Purchase, (A) during which VWAP Purchase Period the
opening or first purchase of Ordinary Shares at or following the official open of the primary (or “regular”) trading session
on the Trading Market (or, if the Ordinary Shares are then listed on an Eligible Market, on such Eligible Market) on the Purchase Date
for such VWAP Purchase has occurred, shall exclude from such calculation such opening or first purchase of Ordinary Shares at or following
the official open of such primary (or “regular”) trading session that is reported in the consolidated system on such Purchase
Date, and (B) during which VWAP Purchase Period the last or closing sale of Ordinary Shares at or prior to the official close of
the primary (or “regular”) trading session on the Trading Market (or on such Eligible Market, as applicable) on the Purchase
Date for such VWAP Purchase has occurred (as applicable), shall exclude from such calculation such last or closing sale of Ordinary Shares
at or prior to the official close of such primary (or “regular”) trading session that is reported in the consolidated system
on such Purchase Date. All such calculations shall be appropriately adjusted for any stock dividend, stock split, stock combination,
recapitalization or other similar transaction. For the avoidance of doubt, the VWAP Purchase Price, on a per Share basis, shall never
be less than the Issue Price.


 






    	 	I-15	 



     


    

 


“VWAP Purchase
Share Amount” means, with respect to a VWAP Purchase made pursuant to Section 3.1, the total number of Shares to be
purchased by the Investor in such VWAP Purchase as specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase,
which total number of Shares shall not exceed the VWAP Purchase Maximum Amount applicable to such VWAP Purchase (and such number of Shares
specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase shall be subject to automatic adjustment in accordance
with Section 3.1 hereof as necessary to give effect to the VWAP Purchase Maximum Amount limitation applicable to such VWAP Purchase
as set forth in this Agreement).


 


“VWAP Purchase
Share Volume Maximum” means, with respect to a VWAP Purchase made pursuant to Section 3.1, a number of Ordinary Shares
equal to the quotient obtained by dividing (i) the VWAP Purchase Share Amount to be purchased by the Investor in such VWAP Purchase,
by (ii) the Purchase Share Percentage (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend,
stock split, reverse stock split or other similar transaction).


 






    	 	I-16	 



     


    

 


EXHIBIT A


 


FORM OF
REGISTRATION RIGHTS AGREEMENT


 


[TO BE FURNISHED SEPARATELY]


 






    	 	A-1	 



     


    

 


EXHIBIT B


 


CLOSING
CERTIFICATE


 


[●],
2022


 


The undersigned, the [●]
of Sono Group N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands
(the “Company”), delivers this certificate in connection with the Ordinary Shares Purchase Agreement, dated
as of June 13, 2022 (the “Agreement”), by and between the Company and Joh. Berenberg, Gossler &
Co. KG (the “Investor”), and hereby certifies on the date hereof that (capitalized terms used herein without
definition have the meanings assigned to them in the Agreement):


 


1.         Attached
hereto as Exhibit A is a true, complete and correct copy of the Company’s Articles of Association, as in effect on the date
hereof, as filed with the Dutch trade register. These Articles of Association of the Company have not been further amended or restated
since November 17, 2021, and no document with respect to any further amendment to these Articles of Association of the Company has
since then been filed with the Dutch trade register. The Company's current Articles of Association, as filed with the Dutch trade register,
are in full force and effect on the date hereof, and no action has been taken by the Company in contemplation of any such amendment or
the dissolution, merger or demerger of the Company.


 


2.         The
Company’s Supervisory Board and Management Board have each approved the transactions contemplated by the Transaction Documents;
said approval has not been amended, rescinded or modified and remains in full force and effect as of the date hereof. Attached hereto
as Exhibit B are true, correct and complete copies of the resolutions duly adopted by the Company’s Supervisory Board
and Management Board on June [·], 2022.


 


3.         Each
person who, as an officer of the Company, or as attorney-in-fact of an officer of the Company, signed the Transaction Documents to which
the Company is a party, was duly elected, qualified and acting as such officer or duly appointed and acting as such attorney-in-fact,
and the signature of each such person appearing on any such document is his genuine signature.


 


IN
WITNESS WHEREOF, I have signed my name as of the date first above written.


 


		 	 
	 	 	Name:
	 	 	Title:






 






    	 	B-1	 



     


    

 


EXHIBIT C


 


COMPLIANCE
CERTIFICATE


 


The undersigned, the [●]
of Sono Group N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands
(the “Company”), delivers this certificate in connection with the Ordinary Shares Purchase Agreement, dated
as of June 13, 2022 (the “Agreement”), by and between the Company and Joh. Berenberg, Gossler &
Co. KG. (the “Investor”), and hereby certifies on the date hereof that, to the best of his knowledge after
reasonable investigation, on behalf of the Company (capitalized terms used herein without definition have the meanings assigned to them
in the Agreement):


 


1.         The
undersigned is the duly appointed [●] of the Company.


 


2.         The
representations and warranties of the Company set forth in Article V of the Agreement (i) that are not qualified by “materiality”
or “Material Adverse Effect” are true and correct in all material respects as of [the Commencement Date] [the date hereof]
with the same force and effect as if made on [the Commencement Date] [the date hereof], except to the extent such representations and
warranties are as of another date, in which case, such representations and warranties are true and correct in all material respects as
of such other date and (ii) that are qualified by “materiality” or “Material Adverse Effect” are true and
correct as of [the Commencement Date] [the date hereof] with the same force and effect as if made on [the Commencement Date] [the date
hereof], except to the extent such representations and warranties are as of another date, in which case, such representations and warranties
are true and correct as of such other date.


 


3.         The
Company has performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the
Agreement and the Registration Rights Agreement to be performed, satisfied or complied with by the Company [at or prior to Commencement][on
or prior to the date hereof].


 


4.         The
Shares issuable in respect of each VWAP Purchase Notice and each Intraday VWAP Purchase Notice effected pursuant to the Agreement shall
be delivered to the Investor electronically as DWAC Shares, and shall be freely tradable and transferable and without restriction on
resale and without any stop transfer instructions maintained against such Shares.


 


5.         As
of [the Commencement Date][the date hereof], the Company does not possess any material non-public information.


 


6.         No
stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act has been
issued and no proceedings for such purpose or pursuant to Section 8A of the Securities Act are pending before or, to the Knowledge
of the Company, threatened by the Commission.


 


The undersigned has executed
this Certificate this [●] day of [●], 202[●].


 


	 	By:	
	 	 	 
	 	Name:	 
	 	 	 
	 	Title: