Exhibit 10.14


 


EXECUTION VERSION


 


AGREEMENT FOR THE PROVISION OF A LOAN FACILITY


 


OF UP TO €9,000,000


 


Dated 23 September 2019




 


Between


 


KREOS CAPITAL VI (UK) LIMITED, a company
incorporated in England and Wales under registration number 11535385 whose registered office is at Amf Building, 25 Old Burlington Street,
London W1S 3AN (the “Lender”, which expression shall include its successors and assigns);


 


and


 


MDxHEALTH SA, a limited liability company
by shares, incorporated in Belgium and registered in the Legal Entities Register (Liège) under number 0479.292.440 whose registered
office is at Rue d’Abhooz 31, 4040 Herstal, Belgium (the “Borrower”).


 


WHEREAS:


 


		1.	The Borrower wishes to borrow up to the Total Loan Facility (as defined below) and the Lender wishes to
make the Total Loan Facility available to the Borrower on the terms of this agreement (this “Loan Agreement”); and



 


		2.	The Borrower hereby confirms that on or about the date of this Loan Agreement it (and it shall procure
each relevant Group Company) shall enter into the Initial Security Documents as security for monies borrowed by the Borrower under this
Loan Agreement.



 


LOAN FACILITY TERMS:


 


	Total Loan Facility	Up to €9,000,000 available to be drawn down from the date of this Loan Agreement.
	Expiry Date	Subject to Clause 3.4, in relation to the ability to drawdown a Tranche, 1 November 2019.
	Advance Payments	In relation to each Tranche, the last month’s repayment amount (comprising principal and interest) as set out in the Repayment Schedule.
	Loan Term	The Interest Only Period from (and including) the First Monthly Repayment Date followed by thirty six (36) monthly payments of principal and interest.
	Transaction Fee	€112,500 payable upon execution of this Loan Agreement.
	End of Loan Payments	In relation to each Tranche, 5% of the amount drawn down under the relevant Tranche.
	Minimum Drawdown Amount	€900,000
	Drawdown Fees	In relation to each Tranche, 7% of the amount drawn down under the relevant Tranche.



 




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		1.	DEFINITIONS



 


In this Loan Agreement, including the
recitals set out above, unless otherwise defined:


 


		1.1	“Accounts” means the audited annual group consolidated profit and loss account and
balance sheet of the Borrower for the period ended on 31 December;



 


		1.2	“Advance Payment” has the meaning given in Clause 5.3 and is in the amount set forth
above under the heading Loan Facility Terms;



 


		1.3	“Affiliate” means, in relation to any person, (i) any other person directly or indirectly
owned by or controlled by such person including subsidiaries; or (ii) any person that directly or indirectly owns or controls such person
including holding companies;



 


		1.4	“Applicable Interest Rate” has the meaning given in Clause 6.2;



 


		1.5	“Assignee” has the meaning given in Clause 15.4;



 


		1.6	“Business Day” means any day on which banks are generally open for business in London
(England), Brussels (Belgium) and Irvine (USA) other than a Saturday or Sunday;



 


		1.7	“Change of Control” has the meaning as given in Clause 9.1.13;



 


		1.8	“Charged Assets” means the assets and undertaking of a Group Company charged or to
be charged to the Lender from time to time pursuant to the Security Documents;



 


		1.9	“Confidential Information” means all information relating to the Borrower, the Group
or the Loan Documents of which the Lender becomes aware in its capacity as, or for the purpose of becoming, the Lender or which is received
by the Lender in relation to, or for the purpose of becoming the Lender under the Loan Documents from either:



 


		1.9.1	any member of the Group or any of its advisers; or



 


		1.9.2	any other party, if the information was obtained by that party directly or indirectly from any member
of the Group or any of its advisers,



 


in whatever form, and includes information
given orally and any document, electronic file or any other way of representing or recording information which contains or is derived
or copied from such information but excludes information that:


 


		1.9.3	is or becomes public information other than as a direct or indirect result of any breach by the Lender
of the confidentiality provisions in this Agreement; or



 


		1.9.4	is identified in writing at the time of delivery as non-confidential by any member of the Group or any
of its advisers; or



 






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		1.9.5	is known by the Lender before the date the information is disclosed to it in accordance with Clauses 1.9.1
or 1.9.2 or is lawfully obtained by the Lender after that date, from a source which is, as far as the Lender is aware, unconnected with
the Group and which, in either case, as far as the Lender is aware, has not been obtained in breach of, and is not otherwise subject to,
any obligation of confidentiality.



 


		1.10	“Confidentiality Undertaking” means a confidentiality undertaking in a form agreed
between the Lender and the Borrower;



 


		1.11	“Contractual Currency” has the meaning given to it in Clause 5.2;



 


		1.12	“Convertible Loans Agreement” means the convertible loans agreement between the Lender
and the Borrower, in the agreed form, and dated the same date as this Loan Agreement;



 


		1.13	“Drawdown” means the drawdown of a Tranche under the Loan Facility;



 


		1.14	“Drawdown Date” means, subject to Clause 3.2.2, the date specified by the Borrower
in the relevant Drawdown Notice or as may be otherwise agreed in writing by the Borrower and the Lender;



 


		1.15	“Drawdown Fee” means the Drawdown Fee in the amount set forth above under the heading
Loan Facility Terms;



 


		1.16	“Drawdown Notice” means a drawdown notice served in accordance with Clause 3.2 in the
form attached hereto as Schedule A (as may be amended with the prior written consent of the Lender);



 


		1.17	“Dutch Omnibus Security Agreement” means the agreement between the MDxHealth DutchCo
1, MDxHealth DutchCo 2, MDxHealth DutchCo 3 and the Lender pursuant to which those subsidiaries each grant security to the Lender, in
the agreed form;



 


		1.18	“End of Loan Payment” means the End of Loan Payment in the amount set forth above under
the heading Loan Facility Terms;



 


		1.19	“Event of Default” means any of the events or circumstances described in Clause 9;



 


		1.20	“Equity Financing” means a fundraising by the Borrower (or any Group Company) through
the issue of shares, loan stock or other securities or instruments (including securities or instruments convertible into, or carrying
the right to subscribe for shares);



 


		1.21	“Existing Financial Indebtedness” means (i) the Financial Indebtedness specified in
Notes 14 and 15 of the Borrower’s Annual Report 2018; and (ii) up to €2,000,000 owing to certain sellers pursuant to a sale
and purchase agreement dated 14 September 2015 relating to the purchase of the entire issued share capital of NovioGendix;



 






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		1.22	“Expiry Date” means the relevant date(s) in relation to the ability to drawdown a Tranche
set forth above under the heading Loan Facility Terms;



 


		1.23	“Financial Indebtedness” means (i) monies borrowed; (ii) finance or capital leases;
(iii) receivables sold or discounted; (iv) other transactions or arrangements having the commercial effect of borrowing (excluding any
Equity Financings); (v) the marked to market value of derivative transactions entered into in connection with protection against or benefit
from fluctuation in any rate or price; (vi) counter-indemnity obligations in respect of guarantees or other instruments issued by a bank
or financial institution; and (vii) liabilities under guarantees or indemnities for any of the obligations referred to in items (i) to
(vi);



 


		1.24	“Group” means the Borrower and its direct and indirect subsidiaries (if any) from time
to time and “Group Company” means any member of the Group;



 


		1.25	“Initial Security Documents” means the documents listed in Schedule B and dated on
or about the date of this Loan Agreement;



 


		1.26	“Intellectual Property” means copyrights and related rights (including, without limitation,
rights in computer software), patents, supplementary protection certificates, utility models, trade marks, trade names, service marks,
domain name registrations, registered and unregistered rights in designs, database rights, semi-conductor topography rights, plant variety
rights, rights protectable by the law of passing off or by laws against unfair competition, rights in undisclosed or confidential information
(such as know how, trade secrets and inventions (whether patentable or not)), and other similar intellectual property rights (whether
registered or not) and applications for such rights as may exist anywhere in the world;



 


		1.27	“Interest Only Period” has the meaning given to it in Clause 5.1.1;



 


		1.28	“Interim Payment” means the payment in respect of the period from each Drawdown Date
(where the Drawdown Date is not the first day of a calendar month) to the First Monthly Repayment Date being the amount of interest accruing
at the Applicable Interest Rate on the amount drawn down for the period from the and including the Drawdown Date to First Monthly Repayment
Date;



 


		1.29	“Loan” means the loan to be made in accordance with the terms of this Loan Agreement;



 


		1.30	“Loan Documents” means collectively this Loan Agreement, Convertible Loans Agreement,
the Security Documents and any other agreement designated as a “Loan Document” by the Lender and the Borrower;



 


		1.31	“Loan Facility” means the loan facility set out in this Loan Agreement;



 


		1.32	“Loan Term” means with respect to each Tranche, the period set forth above under the
heading Loan Facility Terms (or such later date as may be agreed by the Lender in writing);



 


		1.33	“Material Adverse Change” has the meaning given to it in Clause 3.4.1;



 






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		1.34	“Material Group Company” means a Group Company that has granted to the Lender a Security
Interest over all or materially all of its assets;



 


		1.35	“MDxHealth DutchCo 1” means MDxHealth BV, a private company with limited liability,
incorporated in the Netherlands and registered with the trade register of the Dutch Chamber of Commerce under number 09164747, having
its corporate seat in Nijmegen, the Netherlands and its registered office at Transistorweg 5, Novio Tech Campus, 6534AT Nijmegen, the
Netherlands;



 


		1.36	“MDxHealth DutchCo 2” means MDxHealth Servicelab BV, a private company with limited
liability, incorporated in the Netherlands and registered with the trade register of the Dutch Chamber of Commerce under number 09164803,
having its corporate seat in Nijmegen, the Netherlands and its registered office at Transistorweg 5, Novio Tech Campus, 6534AT Nijmegen,
the Netherlands;



 


		1.37	“MDxHealth DutchCo 3” means MDxHealth Research BV, a private company with limited liability,
incorporated in the Netherlands and registered with the trade register of the Dutch Chamber of Commerce under number 09176917, having
its corporate seat in Nijmegen, the Netherlands and its registered office at Transistorweg 5, Novio Tech Campus, 6534AT Nijmegen, the
Netherlands;



 


		1.38	“MDxHealth USA” means MDxHealth Inc., a Delaware corporate with registered address
at 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801, USA;



 


		1.39	“Minimum Drawdown Amount” means the minimum amount permitted to be drawn down in each
Tranche and is the amount set forth above under the heading Loan Facility Terms;



 


		1.40	“Monthly Repayment Date” means the first day of a calendar month, and “First
Monthly Repayment Date” shall mean the first Monthly Repayment Date being either (i) the Drawdown Date (where the Drawdown Date
is the first day of a calendar month); or (ii) the first day of the next calendar month following the Drawdown Date (where the Drawdown
Date is not the first day of a calendar month);



 


		1.41	“Observer” has the meaning given in Clause 8.1.12;



 


		1.42	“Pledge Agreement” means the security agreement pursuant to which the Borrower agrees
to pledge all its assets in favour of the Lender, in the agreed form;



 


		1.43	“Qualifying Lender” means a lender to which a borrower can make a payment of interest
without withholding tax or any other Tax deduction;



 


		1.44	“Related Fund” in relation to a fund (the “first fund”), means a fund which
is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment
manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment
adviser of the first fund;



 






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		1.45	“Repayment Schedule” has the meaning given in Clause 5.1.1;



 


		1.46	“Security Documents” means the Initial Security Documents, and any other applicable
document, in the agreed form, evidencing the security over assets of the Borrower (or any Group Company), or any document entered into
by the Borrower (or any Group Company) creating a Security Interest, guarantee and/or indemnity in favour of the Lender or otherwise designated
as a Security Document;



 


		1.47	“Security Interest” means any mortgage, charge (whether fixed or floating, legal or
equitable), pledge, lien, hypothecation, assignment by way of security or otherwise, trust arrangement, title retention or encumbrance
or enforceable security right of a third party, any other type of security interest or preferential arrangement having a similar effect
to any of the foregoing or in the nature of security of any kind whatsoever and in any jurisdiction;



 


		1.48	“Security Period” means the period commencing on the date of this Loan Agreement and
ending on the date upon which the Borrower shall have indefeasibly performed all its obligations (including making all payments) under
this Loan Agreement and no amounts are capable of being drawn under the Total Loan Facility;



 


		1.49	“Taxes” means all present and future income, value added and other taxes, levies, imposts,
deductions, charges and withholdings in the nature of taxes (other than taxes on the profits of the Lender) whatsoever together with interest
thereon and penalties with respect thereto made on or in respect thereof and “Tax” shall be construed accordingly;



 


		1.50	“Total Loan Facility” means the amount set forth above under the heading Loan Facility
Terms;



 


		1.51	“Tranche” means an amount drawn down out of the Total Loan Facility pursuant to this
Loan Agreement;



 


		1.52	“Transaction Fee” the amount set forth above under the heading Loan Facility Terms;
and



 


		1.53	“US IP Security Agreement” means the agreement pursuant to which the Borrower grants
security over its patents registered in the USA in favour of the Lender, in the agreed form;



 


		1.54	“US Subsidiary Guaranty Agreement” means the agreement pursuant to which MDxHealth
USA guarantees the obligations of the Borrower under this Loan Agreement, in the agreed form;



 


		1.55	“US Subsidiary Security Agreement” means the agreement pursuant to which MDxHealth
USA grants security over its assets in favour of the Lender, in the agreed form;



 


		1.56	“VAT” means:



 


		(i)	any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value
added tax (EC Directive 2006/112); and



 


		(ii)	any other tax of a similar nature, whether imposed in a member state of the European Union in substitution
for, or levied in addition to, such tax referred to in paragraph (i) above, or imposed elsewhere.



 






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		2.	INTERPRETATION



 


In this Loan Agreement (unless the context requires
otherwise) any reference to:


 


		2.1	any law or legislative provision includes a reference to any subordinate legislation made under that law
or legislative provision before the date of this Loan Agreement, to any modification, re-enactment or extension of that law or legislative
provision made before that date and to any former law or legislative provision which it consolidated or re-enacted before that date;



 


		2.2	any gender includes a reference to other genders and the singular includes a reference to the plural and
vice versa;



 


		2.3	a Clause or Schedule is to a clause or schedule (as the case may be) of or to this Loan Agreement;



 


		2.4	a “person” shall be construed as including a reference to an individual, firm, company,
corporation, partnership, unincorporated body of persons or any country (or state thereof or any agency thereof);



 


		2.5	an “amendment” includes a supplement, novation or re-enactment in writing and “amended”
is to be construed accordingly;



 


		2.6	“assets” includes present and future properties, undertakings, revenues, rights and
benefits of every description;



 


		2.7	an “authorisation” includes an authorisation, consent, approval, resolution, licence,
exemption, filing, registration and notarisation;



 


		2.8	a “regulation” includes any regulation, rule, official directive, request or guideline
(whether or not having the force of law) of any governmental, inter-governmental or supranational body, agency, department or regulatory,
self-regulatory or other authority or organisation;



 


		2.9	“control” means in relation to a body corporate, the power of a person to secure that
the affairs of the body corporate are conducted in accordance with the wishes of that person:



 


		(i)	by means of the holding of shares, or the possession of voting power, in or in relation to that or any
other body corporate; or



 


		(ii)	as a result of any powers conferred by the articles of association or any other document regulating that
or any other body corporate;



 






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		2.10	“holding company” means, in relation to any company or corporation, a company or corporation
which (i) holds a majority of the voting rights in the first mentioned company or corporation; (ii) is a member of the first mentioned
company or corporation and has the right to appoint or remove a majority of its board of directors or equivalent body; or (c) is a member
of the first mentioned company or corporation and controls alone, pursuant to an agreement with other members, a majority of the voting
rights in that company or corporation;



 


		2.11	“subsidiary” means, in relation to any company or corporation, a company or corporation
(i) which is controlled, directly or indirectly, by the first mentioned company or corporation; (ii) more than half the issued share capital
and/or voting rights of which is beneficially owned, directly or indirectly, by the first mentioned company or corporation; or (iii) which
is a subsidiary of another subsidiary of the first mentioned company or corporation, and for this purpose, a company or corporation shall
be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition
of its board of directors or equivalent body;



 


		2.12	(or to any specified provision of) this Loan Agreement, any other document or a provision of any other
document, shall be construed as a reference to this Loan Agreement, that document or a provision of that document as in force for the
time being and as amended in accordance with the terms thereof, or, as the case may be, with the agreement of the relevant parties and
(where such consent is, by the terms of this Loan Agreement or the relevant document, required to be obtained as a condition to such amendment
being permitted) the prior written consent of the Lender;



 


		2.13	“other” and “otherwise” are not to be construed ejusdem generis
with any foregoing words where a wider construction is possible and “include” and “including”, “in
particular”, “for example” or any similar expression are to be construed as being by way of illustration
or emphasis only and are not to be construed as, nor shall they take effect as, limiting the generality of any foregoing words;



 


		2.14	a document being in “agreed form” is a document which is previously agreed in writing
by or on behalf of the Lender, if not so agreed, is in the form specified by the Lender;



 


		2.15	“$” is the official currency of the United States of America;



 


		2.16	“€” is the official currency of the European Union;



 


		2.17	any reference to an Event of Default being continuing is a reference to an Event of Default that has not
been waived by the Lender or remedied to the satisfaction of the Lender (acting reasonably); and



 


		2.18	the headings in this Loan Agreement are inserted for convenience only and do not form part of this Loan
Agreement and do not affect its interpretation.



 






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		3.	LOAN FACILITY



 


		3.1	Lender’s Commitment



 


		3.1.1	Subject to Clauses 3.4 and 3.5 below, the Lender shall and agrees hereby to make available to the Borrower
the Total Loan Facility under the terms of this Loan Agreement, to be drawn down as set out in the Loan Facility Terms and in accordance
with Clause 3.2.



 


		3.1.2	The Lender shall not be under any commitment to advance the Loan (or any part thereof) after the Expiry
Date or upon the earlier termination of the Loan Facility in accordance with Clause 3.4 or Clause 4.2.



 


		3.1.3	The unutilised portion (if any) of the Loan Facility shall be cancelled after the expiry of the final
period for Drawdown as specified in the Loan Facility Terms, whereupon the Total Loan Facility shall be reduced accordingly.



 


		3.1.4	In granting the Loan Facility, the Lender is relying on the representations and warranties contained in
Clause 7.



 


		3.1.5	Each Drawdown made under the Loan Facility shall be secured by the Security Documents.



 


		3.2	Date of Advance(s) of the Loan



 


		3.2.1	Subject to Clauses 3.1.2 and 3.2.2, (and subject to the satisfaction of the relevant conditions set forth
in Clauses 3.4 and 3.5), each Tranche shall be advanced and made available to the Borrower within five (5) Business Days from receipt
by the Lender of an executed Drawdown Notice (or such shorter period as the Lender may agree in writing). Each Drawdown Notice must be
received by the Lender at least five (5) Business Days prior to the end of the relevant Expiry Date. Each Drawdown Notice shall constitute
a separate and independent obligation of the Borrower incorporating the terms of this Loan Agreement. Once a Drawdown Notice has been
delivered to the Lender, it is irrevocable. Each Tranche requested to be advanced pursuant to a Drawdown Notice shall be in an amount
equal to or greater than the Minimum Drawdown Amount. If the Drawdown Date is the first day of a calendar month and such day is not a
Business Day, the Lender shall only be obliged to advance the Tranche to the Borrower on the first Business Day of that month.



 


		3.2.2	if the Drawdown Date falls on a day which is not a Business Day, the Lender shall only be obligated to
pay the Drawdown Amount to the Borrower on the next Business Day in that calendar month.



 


		3.3	Method of Disbursement



 


The payment by the Lender to the account
specified in the Drawdown Notice shall constitute the making of the Loan (or the relevant part thereof) and the Borrower shall thereupon
become indebted, as principal and direct obligor, to the Lender in an amount equal to the Loan (or the relevant part thereof) and all
interest thereon and other payments due in connection therewith under this Loan Agreement.


 






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		3.4	Termination or Modification of Funding Commitment



 


The Lender’s commitment to advance
each Tranche of the Loan in accordance with the terms of this Loan Agreement is limited in aggregate to the amount of the Total Loan Facility;
provided, however, that the Lender, acting in its sole discretion, may terminate or modify its funding commitment pursuant to this Loan
Agreement at any time if, in the opinion of the Lender:


 


		3.4.1	there is any material adverse change in the business or financial condition of the Group, taken as a whole
(“Material Adverse Change”);



 


		3.4.2	on either the date of the Drawdown Notice or at any time up to and including the Drawdown Date:



 


		(i)	an Event of Default has occurred and is continuing or would result from the borrowing to be made pursuant
to the Drawdown Notice; Or



 


		(ii)	the Borrower’s representations and warranties in Clause 7 or those which are set out in any Security
Document would not be true if repeated on each of those dates with reference to the circumstances then existing.



 


		3.5	Conditions Precedent requirements relative to the Advance of the Loan



 


		3.5.1	The Lender’s obligation to provide the Loan (or any part thereof) is subject to the prior satisfaction
by the Borrower of the following conditions:



 


		(i)	subject to the condition subsequent referred to in Clause 8.1.30, the provision of a copy of the resolutions
of the Borrower’s board of directors authorising the transactions contemplated by this Loan Agreement and the execution and delivery
to the Lender of this Loan Agreement and associated documents, including but not limited to, the Security Documents;



 


		(ii)	the provision of a copy if the resolutions of the MDxHealth DutchCo 1, MDxHealth DutchCo 2, MDxHealth
DutchCo 3 and MDxHealth USA boards of directors, and to the extent required, shareholders, authorising the transactions contemplated by
this Loan Agreement and the Initial Security Documents and the execution and delivery to the Lender of the Initial Security Documents
(in each case to which they are a party);



 


		(iii)	the provision of copies of the Certificate of Incorporation and the Memorandum and Articles of Association
of the Borrower;



 


		(iv)	subject to the condition subsequent referred to in Clause 8.1.30, all necessary consents of shareholders,
warrant holders, and other third parties (including landlords) with respect to the entering into of this Loan Agreement and the execution
of associated documents, including but not limited to, any Security Documents, have been obtained;



 






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		(v)	the provision of a certificate of a director of the Borrower confirming that the borrowing of the Loan
Facility in full would not cause any borrowing limit binding on the Borrower to be exceeded;



 


		(vi)	the provision of specimen signatures, authenticated by a director or the company secretary of the Borrower,
of the persons authorised to execute and deliver this Loan Agreement and associated documents, including but not limited to, the Security
Documents and the Convertible Loans Agreement, in the resolutions of the board of directors referred to in Clause 3.5.1(i);



 


		(vii)	the relevant parties having executed and delivered to the Lender the originals of the Security Documents,
the Convertible Loans Agreement and this Loan Agreement;



 


		(viii)	submission and/or filing of the Initial Security Documents and/or perfection of the Security Interests
therein, in each case in accordance with all applicable laws in respect of such registration within the time frame provided for under
applicable law (including filing of the Pledge Agreement and Dutch Omnibus Security Agreement at each of the UK Intellectual Property
Office and the German patent register; and the filing of the US IP Security Agreement at the United States Patent and Trademark Office);



 


		(ix)	the Borrower’s compliance with Clauses 10.1, 10.3.1(i) and evidence of the Borrower’s compliance
with Clause 12.2.3 below;



 


		(x)	delivery to the Lender of the financial model and forecasts for the Group as requested by the Lender;



 


		(xi)	delivery to the Lender of the most recent management accounts of the Borrower;



 


		(xii)	the provision of copies of any policies of insurance maintained by the Borrower or any other Group Company
in respect of the Charged Assets including such insurance as are required pursuant to and complying in all respects with the requirements
of Clause 12.2.2;



 


		(xiii)	any such other documentation in form and substance satisfactory to the Lender as the Lender may request
prior to signing this Loan Agreement;



 


		(xiv)	confirmation from the Borrower that the Charged Assets being free and clear of all Security Interests
whatsoever expected to the extent permitted by Clause 8.2;



 


		(xv)	in relation to the ability to drawdown a Tranche, the Borrower having raised a gross amount (before costs
and expenses) of at least €4,5000,000 by way of an Equity Financing on or after 30 July 2019, and having provided satisfactory evidence
thereof to the Lender; and



 






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		(xvi)	in relation to the ability to drawdown a Tranche, the Borrower providing satisfactory evidence to the
Lender that the amount specified in any Drawdown Notice is less than or equal to the gross amount raised by the Borrower by way of Equity
Financing (before costs and expenses) on or after 3o July 2019 minus the amount already drawn down under this Loan Agreement.



 


Each copy document delivered under this
Clause 3.5.1 shall be certified as a true and up to date copy by a director or the company secretary of the Borrower.


 


		3.6	Waiver Possibility



 


If the Lender advances all or any part
of the Loan to the Borrower prior to the satisfaction of all or any of the conditions referred to in Clause 3.5 (which the Lender has
no obligation to do) the Borrower shall satisfy or procure the satisfaction of such condition or conditions which have not been satisfied
within fourteen (14) Business Days of the Drawdown Date for the first Tranche (or within such longer period as the Lender may agree or
specify in writing), provided, that the Lender at its discretion may waive the satisfaction of any condition, in whole or in part and
with or without conditions, without prejudicing the Lender’s right to require subsequent fulfilment of such conditions.


 


		3.7	Use of Funds and Charged Assets



 


		3.7.1	Unless the Lender shall otherwise agree in writing, the Borrower shall use the Loan solely for the purpose
of general working capital. The Lender shall not be under any obligation to concern itself with the application of the Loan.



 


		3.7.2	The Charged Assets charged to the Lender pursuant to the Security Documents shall form security for all
monies and obligations owed to the Lender by the Borrower or any other Group Company until expiration of the Security Period.



 


		4.	TERM



 


		4.1	Subject to Clause 15.1, this Loan Agreement is effective upon execution by the Lender and the Borrower
and shall continue until the later of (i) termination in accordance with its terms; and (ii) the date upon which the Borrower shall have
indefeasibly performed and satisfied all its obligations (including making all payments) under this Loan Agreement.



 


		4.2	If the conditions set out in Clause 3.5 have not been satisfied by the earlier of (i) drawdown of the
first Tranche and (ii) 1 November 2019 (except to the extent waived in writing by the Lender), the Lender shall in its sole discretion
have the option to either terminate this Loan Agreement or extend the period in which such conditions must be satisfied.



 






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		5.	REPAYMENT AND PREPAYMENT



 


		5.1	Repayments



 


		5.1.1	The Borrower shall repay, in advance, principal (and interest in accordance with Clause 6.1) in respect
of each Tranche on each Monthly Repayment Date PROVIDED THAT, subject to Clause 5.1.2, the first twelve (12) monthly payments in
relation to each Tranche shall comprise interest only (the “Interest Only Period”), and thereafter shall comprise equal
instalments of principal and interest. Prior to each Drawdown Date, the Lender shall prepare a repayment schedule specifying the amounts
payable, in accordance with the above principles, on each Monthly Repayment Date and attach such schedule to the relevant Drawdown Notice,
as the same may be revised from time to time by the Lender in accordance with Clause 5.1.4 (the “Repayment Schedule”).



 


		5.1.2	In the event that the Borrower (i) shall have received a minimum of $10,000,000 by way of new Equity Financings
occurring on or after 3o July 2019 but before the end of the Interest Only Period (and provided satisfactory evidence thereof to the Lender);
and (ii) provided satisfactory evidence to the Lender that a Local Coverage Determination (LCD) affording Medicare coverage for the SelectMDx
for Prostate Cancer test has become effective, the Interest Only Period shall be extended to the first eighteen (18) monthly payments
in relation to each Tranche (the “Extension Period”) and following the Extension Period the payment period for payments
of principal and interest shall be reduced to thirty (30) monthly payments, in relation to each Tranche.



 


		5.1.3	All payments that the Borrower makes under this Loan Agreement shall, subject to Clause 10.6, be made
in full, without any deduction, set-off or counterclaim and in immediately available cleared funds on the due date to an account which
the Lender may specify to the Borrower for the purpose.



 


		5.1.4	The Lender shall have the right to issue a revised Repayment Schedule from time to time if the Lender,
in its sole discretion, considers it necessary in order to correct an error or to ensure that, in respect of each Tranche, on the expiry
of the relevant Loan Term there will be no amounts owing from the Borrower to the Lender in respect of the relevant Tranche(s) (and the
Borrower acknowledges that as a result the monthly amount required to be paid pursuant to Clause 5.1.1 may be increased from time to time
in accordance with any revised Repayment Schedule) PROVIDED THAT all monthly repayments after the Interest Only Period shall be
equal instalments of principal and interest.



 


		5.1.5	Subject to Clause 5.1.6, each payment received by the Lender in respect of any Tranche shall be applied
as follows:



 


		(i)	first, to discharge all outstanding fees, costs and expenses of or due to the Lender in respect of such
Tranche;



 


		(ii)	secondly, to discharge all accrued interest in respect of such Tranche; and



 


		(iii)	thirdly, to reduce the outstanding principal balance of such Tranche.



 






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		5.1.6	The Lender may in its discretion apply any payment received or recovered from the Borrower to discharge
any unpaid amount in respect of any Tranche.



 


		5.1.7	Any amount repaid or prepaid may not be redrawn.



 


		5.1.8	If the Drawdown Date is not a Monthly Repayment Date, the Borrower shall pay to the Lender, on the Drawdown
Date (by way of deduction by the Lender of the amount of the Tranche actually advanced to the Borrower), the Interim Payment



 


		5.1.9	If a payment date under Clause 5.1.1 falls on a day which is not a Business Day, the relevant payment
date shall be the next Business Day in that calendar month.



 


		5.2	Currency of Payments



 


Repayment of the Loan and payment of
all other amounts owed to the Lender will be paid in the currency in which each Tranche has been provided (the “Contractual Currency”),
i.e. in C, unless otherwise agreed by the parties in writing. The Borrower shall bear the cost in the event of and in respect of any conversion
by the Lender of an amount received by it in any currency other than the Contractual Currency.


 


		5.3	Advance Payment



 


On each Drawdown Date with respect to
a Tranche, the Borrower shall pay to the Lender (by way of deduction by the Lender from the amount of the Tranche advanced to the Borrower)
the advance payment specified above in the Loan Facility Terms with respect to the applicable Tranche (the “Advance Payment”)
which shall be held by the Lender and applied in or towards payment of the last repayment in respect of that particular Tranche.


 


		5.4	Prepayments



 


The Borrower shall be entitled to prepay
the Loan, in whole but not in part, subject to the following conditions:


 


		5.4.1	the Borrower shall submit to the Lender an irrevocable written request to prepay the Loan, at least ten
(10) Business Days in advance, indicating the amount to be prepaid and the date of the proposed prepayment;



 


		5.4.2	on the date of prepayment the Borrower shall pay the Lender an amount equal to:



 


		(i)	the outstanding principal amount of the Loan;



 


		(ii)	all accrued and unpaid interest;



 


		(iii)	in respect of each Tranche, the aggregate of the monthly interest payments scheduled to be paid by the
Borrower on each Monthly Repayment Date (as is set out in the relevant Repayment Schedule(s) issued by the Lender) for the period from
the date of prepayment to the expiry of the Loan Term, in each case discounted to present value from the applicable Monthly Repayment
Date to the date of prepayment at the rate of 4% per annum by way of compensation for any loss of profit that otherwise would have accrued
to the Lender if the Loan had not been prepaid;



 


		(iv)	all unpaid End of Loan Payments;



 


		(v)	all unpaid fees, costs and expenses; and



 


		(vi)	all other sums payable by the Borrower to the Lender under this Loan Agreement and/or the Security Documents.



 






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		6.	INTEREST



 


		6.1	The Borrower shall pay, in advance during the Interest Only Period and otherwise in arrears, all unpaid
and accrued interest in respect of each Tranche outstanding on each Monthly Repayment Date.



 


		6.2	Subject to Clause 6.3, interest on the principal amount of each Tranche from time to time shall accrue
from day to day at a rate of 9.5% per annum (the “Applicable Interest Rate”), from the Drawdown Date until the repayment
in full of the Loan. Interest on the Loan and each part thereof shall be paid on each Monthly Repayment Date in the Contractual Currency
in the amounts to be specified in the Repayment Schedule.



 


		6.3	Time of payment of any sum due from the Borrower is of the essence under this Loan Agreement. If the Borrower
fails to pay any sum to the Lender on its due date for payment, the Borrower shall pay to the Lender forthwith on demand, interest on
such sum (compounded on a monthly basis) from the due date to the date of actual payment (as well after as before judgment) at a rate
equal to the Applicable Interest Rate plus 3% per annum. If the Borrower fails to pay any sum within ten (10) Business Days after such
sum is due and payable, the Borrower shall pay to the Lender forthwith on demand, a one-off late payment charge of 2% of such sum to compensate
the Lender for additional administrative expense.



 


		6.4	If a payment date under Clause 6.1 falls on a day which is not a Business Day, the relevant payment date
shall be the next Business Day in that calendar month.



 


		7.	REPRESENTATIONS AND WARRANTIES



 


		7.1	The Borrower warrants and represents to the Lender the following as at the date of this Loan Agreement:



 


		7.1.1	the Borrower is a public limited company duly organised and validly existing under the laws of Belgium
and it, and is resident for Tax purposes solely in Belgium;



 


		7.1.2	the Borrower and each Group Company has the corporate capacity, and has (subject to the condition subsequent
referred to in Clause 8.1.3o) taken all corporate action and obtained all consents, including third party consents, necessary for it:



 


		(i)	to execute the Loan Documents to which it is or is to be party;



 


		(ii)	to borrow under this Loan Agreement and to make all the payments contemplated by, and to comply with all
its other obligations under the Loan Documents to which it is or is to be party; and



 


		(iii)	to grant the Lender a first priority Security Interest in respect of the Charged Assets pursuant to the
Security Documents to which it is or is to be party;



 






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		7.1.3	the Borrower’s subsidiaries are each duly organised and validly existing under the laws of their
respective countries of incorporation and are resident for Tax purposes solely in their respective country of incorporation;



 


		7.1.4	the Loan Documents to which the Borrower or any Group Company is or is to be party, do now or, as the
case may be, will, upon execution and delivery (and, where applicable, registration as provided for in the Loan Documents):



 


		(i)	constitute the Borrower’s legal, valid and binding obligations enforceable against it in accordance
with their respective terms; and



 


		(ii)	create legal, valid and binding security interests enforceable in accordance with their respective terms,
subject to any relevant insolvency laws affecting creditors’ rights generally;



 


		7.1.5	the execution and (where applicable) registration by the Borrower and any Group Company of the Loan Documents
to which it is or is to be party, and the borrowing by the Borrower and any Group Company of the Loan and its compliance with the Loan
Documents to which it is or is to be party, will not involve or lead to a contravention of:



 


		(i)	any applicable law or other legal requirement;



 


		(ii)	the constitutional documents of the Borrower or any Group Company; Or



 


		(iii)	any contractual or other obligation or restriction which is binding on the Borrower or any Group Company
or any of their assets;



 


		7.1.6	all consents, licences, approvals and authorisations required by the Borrower or any Group Company in
connection with the entry into, performance, validity and enforceability of the Loan Documents to which it is or is to be party have been
or (upon execution thereof) shall have been obtained by the Drawdown Date and are (or upon execution thereof shall be) in full force and
effect during the life of this Loan Agreement;



 


		7.1.7	all financial and other information furnished by or on behalf of the Borrower in connection with the negotiation
of the Loan Documents delivered to the Lender pursuant to the Loan Documents was true and accurate in all material respects when given,
there are no other facts or matters the omission of which would have made any statement or information contained therein misleading in
any material respect and all projections and statements of belief and opinion given to the Lender were made in good faith after due and
careful enquiry;



 






    16


     


    

 


		7.1.8	the Accounts for the last three financial years prior to the date of this Agreement and for each of the
financial years following the date of this Agreement were prepared in accordance with accounting principles and practices generally accepted
in Belgium and consistently applied and fairly represent (in conjunction with the notes thereto) the financial condition of the Borrower
as at the date to which they were drawn up and the results of the Borrower’s operations during the financial year then ended;



 


		7.1.9	since publication of the most recent Accounts, there has been no Material Adverse Change;



 


		7.1.10	it has its centre of main interest (COMI) in Belgium for the purposes of the EU Regulation on Insolvency
Proceedings (Recast) (2015/848);



 


		7.1.11	there is no action, proceeding or claim pending or, so far as the Borrower is aware or ought reasonably
to be aware, threatened against any Group Company before any court or administrative agency which might have a material adverse effect
on the business, condition or operations of the Borrower or any subsidiary;



 


		7.1.12	subject to Clause 8.2 the Borrower or the relevant member of the Group owns with good and marketable title
all the Charged Assets, free from all security interests and other interests and rights of every kind, and all the Charged Assets are
in good operating condition and repair, and are adequate for the uses to which they are being put;



 


		7.1.13	subject to Clause 8.1.17, the Group has no Financial Indebtedness;



 


		7.1.14	subject to Clause 8.2, the Group has not granted any security over its assets to any third party except
for such security arising in the ordinary course of business (including without limitation any security deposits with landlords retention
of title arrangement with suppliers and similar); and



 


		7.1.15	the Borrower has, as at the date of this Loan Agreement, no direct or indirect subsidiaries other than
MDxHealth DutchCo 1, MDxHealth DutchCo 2, MDxHealth DutchCo 3 and MDxHealth USA.



 


		7.2	The Borrower’s representations and warranties set out in this Loan Agreement shall survive the execution
of this Loan Agreement and shall during the Security Period (if capable of repetition) be deemed to be repeated on each Drawdown Date
and each Monthly Repayment Date with respect to the facts and circumstances then existing, as if made at such time.



 






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		8.	UNDERTAKINGS



 


		8.1	The Borrower undertakes to the Lender (or, in case of Clause 8.1.13, the Lender undertakes to the Borrower)
to comply with the following provisions of this Clause 8 at all times during the Security Period, except as the Lender may otherwise agree
in writing:



 


		8.1.1	the Borrower will (and will procure that each Group Company will) obtain, effect and keep effective all
permissions, licences, consents and permits which may from time to time be required: (i) in connection with the Charged Assets; and (ii)
to conduct its business;



 


		8.1.2	subject to Clause 8.2, the Borrower will (and to the extent any Group Company has charged its assets pursuant
to a Security Document, the Borrower shall procure that this Group Company shall) own only for its own account the Charged Assets free
from all Security Interests;



 


		8.1.3	subject to Clause 8.3, the Borrower will not (and shall procure that each Group Company will not) sell,
assign, transfer or otherwise dispose of the Charged Assets or any of its other material assets or any share therein and shall give immediate
notice to the Lender of any judicial process or encumbrance affecting the Charged Assets;



 


		8.1.4	the Borrower will provide to the Lender (on a Group consolidated basis) with:



 


		(i)	the following information by way of a monthly report:



 


		(a)	details of any changes to the management/directors of any Group Company;



 


		(b)	details of any Group Company incorporated or acquired or proposed to be incorporated or acquired on or
after the date of this Loan Agreement; and



 


		(ii)	such other information (financial or otherwise) as the Lender may request (acting reasonably) from time
to time concerning any Group Company and its affairs (including, without limitation, information concerning the Charged Assets, its assets
from time to time and any request (acting reasonably) for amplification or explanation of any item in the financial statements, budgets
or other material provided by the Borrower under this Loan Agreement);



 


		8.1.5	the Borrower will provide to the Lender all documents, confirmations and evidence required by the Lender
and necessary to satisfy its “know your customer” requirements or similar identification checks in order to meet its obligations
from time to time under applicable money laundering, or similar, laws and regulations;



 






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		8.1.6	the Borrower will provide the Lender (on a Group consolidated basis) with its monthly consolidated management
accounts and any Group management accounts (each certified by a director) as fairly presenting the data reflected, at the earlier of:
(i) thirty (30) calendar days of the end of each calendar month; or (ii) when such information is provided to any shareholder or investor
in the Borrower (to include notification of the commencement of litigation by or against the Borrower) and the Borrower will also provide
copies of any announcement made public by the Borrower (or any Group Company) concerning dividends, annual or interim financial positions
and affairs of the Borrower (or any Group Company), and copies of any other documents required to be filed with applicable statutory or
regulatory authorities or agencies in relation to the activities of the Borrower (or any Group Company);



 


		8.1.7	the Borrower will provide the Lender (on a Group consolidated basis) with annual audited (if applicable)
financial statements at the earlier of (i) provision of such statements to any shareholder or investor in the Borrower or (ii) within
one hundred and eighty (18o) calendar days of the end of each fiscal year of the Borrower, in each case including a statement of operations,
balance sheet, statement of cash flows and shareholders’ equity, certified by a firm of chartered accountants of recognised national
standing;



 


		8.1.8	the Borrower will before the start of each financial year and in any event within ten (10) calendar days
of their approval by its board of directors, provide the Observer (on a Group consolidated basis) with a budget showing: (i) a projected
consolidated balance sheet as of the end of each financial year; (ii) a projected profit and loss account; and (iii) a cash flow forecast
for the forthcoming financial year (a “Budget”);



 


		8.1.9	the Borrower will provide the Observer (on a Group consolidated basis) with any revised version of a Budget
previously provided to the Lender pursuant to Clause 8.1.8 within ten (to calendar days) of the approval by its board of directors
of such revised Budget;



 


		8.1.10	the Borrower will provide the Observer with (and shall procure, following the occurrence of an Event of
Default, that each Group Company will provide the Observer with) copies of all board packs, notices, minutes, consents and other material
that it provides to its board of directors at the same time they are to its board of directors;



 


		8.1.11	the Borrower will provide the Lender with (and shall procure, following the occurrence of an Event of
Default, that each Group Company will provide the Lender with) all documents dispatched by the Borrower and each Group Company to its
shareholders, or its creditors generally at the same time as they are dispatched;



 


		8.1.12	the Borrower will grant (and shall procure, following the occurrence of an Event of Default, that each
Group Company will grant) the Lender the right to have a representative to meet with its managing director and finance director once every
six months throughout the Security Period to review and discuss the operating performance and financial condition of the Group. In addition,
the Lender shall be entitled to have a representative attend all meetings of the Borrower’s (and shall procure, following the occurrence
of an Event of Default, each Group Company’s) board of directors in a non-voting observer capacity (the “Observer”).
The Borrower agrees (and shall procure, following the occurrence of an Event of Default, that each Group Company agrees) to give notice
of all board meetings to the Lender (to the extent it has not already given this to the Observer) at the same time as to its board of
directors. The Lender agrees that, upon written request of the Borrower, it will promptly replace the Observer if the Borrower has reasonable
grounds for such request (with details of such grounds being provided to the Lender with any such request);



 






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		8.1.13	the Lender shall procure that the Observer will, prior to receiving any information to be provided under
this Loan Agreement, enter into confidentiality, discretion and no-trade commitments in form and substance satisfactory to the Borrower
and the Lender shall further procure that the Observer shall upon request of the board of directors, in case of a conflict of interest
in respect of any topic discussed on a meeting of any board of directors, leave the meeting for the period during which such topic is
discussed and not receive any information relating thereto;



 


		8.1.14	the Borrower will (and will procure that each Group Company will) maintain in force and promptly obtain
or renew, and will promptly send certified copies to the Lender of, all consents required:



 


		(i)	for the Borrower and each Group Company to perform its obligations under the Loan Documents, as relevant;



 


		(ii)	for the validity or enforceability of the Loan Documents; and



 


		(iii)	for the Borrower and each Group Company to continue to own the Charged Assets, and the Borrower will,
and will procure that each Group Company will, comply with the terms of all such consents;



 


		8.1.15	the Borrower will notify the Lender as soon as it becomes aware of:



 


		(i)	the occurrence of an Event of Default; or



 


		(ii)	any matter which indicates that an Event of Default has occurred, may have occurred or is likely to occur,
and will thereafter keep the Lender fully up to date with all developments;



 


		8.1.16	the Borrower will (and shall ensure that each Group Company will) maintain adequate risk protection through
insurances on and in relation to its business and assets to the extent reasonably required on the basis of good business practice taking
into account, inter alia, its (and any Group Company’s) financial position and nature of operations. All insurances must be with
reputable independent insurance companies or underwriters;



 


		8.1.17	the Borrower shall not (and shall ensure that no Group Company will) incur or allow to remain outstanding
any Financial Indebtedness, except:



 


		(i)	under this Loan Agreement;



 


		(ii)	Existing Financial Indebtedness;



 


		(iii)	subject to Clause 8.1.26, where a Group Company is lending to or borrowing from the Borrower or another
Group Company;



 


		(iv)	non-speculative hedging transactions entered into in the ordinary course of business in connection with
protection against interest rate or currency fluctuations; or



 


		(v)	arising in the ordinary course of business with suppliers of goods or services with a maximum duration
of one hundred and eighty (180) days;



 


		(vi)	prior to the occurrence of an Event of Default, finance leases entered into by Group Companies in an aggregate
amount, at any time, of up to $400,000;



 


		(vii)	in an aggregate amount, at any time, for all Group Companies of up to $ioo,000; and



 


		(viii)	performance bonds, advance payments, rental guarantees or similar instruments) entered into in the ordinary
course of business in an aggregate amount (excluding the amount of any bond or surety issued in relation to a Group pension fund or leasehold
improvement), at any time, for all Group Companies of up to $250,000;



 






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		8.1.18	notwithstanding Clause 8.1.17, the Borrower shall not (and shall ensure that no Group Company will) incur
or allow to remain outstanding any Financial Indebtedness (other than the Existing Financial Indebtedness) owing to any shareholder of
a Group Company (excluding other Group Companies) or any persons or companies related to them, unless such Financial Indebtedness is on
terms (including interest, repayment and subordination) satisfactory to the Lender;



 


		8.1.19	subject to Clause 8.2, the Borrower shall not (and shall ensure that no other Group Company will) create
or permit to subsist any Security Interest over any of its assets;



 


		8.1.20	subject to Clause 8.2, the Borrower shall not (and shall ensure that no other Group Company will):



 


		(i)	sell, transfer or otherwise dispose of any of its assets on terms whereby they are leased to or intended
to be re-acquired by any Group Company;



 


		(ii)	sell, transfer or otherwise dispose of any of its receivables;



 


		(iii)	enter into any arrangement under which money or the benefit of a bank or other account may be applied,
set-off or made subject to a combination of accounts; or



 


		(iv)	enter into any other preferential arrangement having a similar effect) in circumstances where the arrangement
or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset;



 


		8.1.21	the Borrower will not (and shall ensure that no other Group Company will) declare and/or make or agree
to make (whether in the relevant constitutional documents or otherwise) any distribution by way of dividend or otherwise without the prior
written consent of the Lender, except for a distribution by a Group Company to a Material Group Company;



 


		8.1.22	the Borrower shall be responsible for all costs associated with the Charged Assets including all tax assessments,
insurance premiums, operating costs and repair and maintenance costs as well as any fees associated with registering of any Security Interest
granted in connection with this Loan;



 


		8.1.23	the Borrower shall at the request of the Lender (acting reasonably) from time to time (and shall procure
that each Group Company shall) promptly execute and deliver such further documents creating Security Interests in favour of the Lender
over such assets and in such form as the Lender may require in its discretion from time to time to: (i) secure all monies, obligations
and liabilities of the Borrower and/or any Group Company to the Lender; (ii) facilitate the realisation of the Charged Assets; and/or
(iii) exercise the powers conferred on the Lender or a receiver or administrator appointed under any Security Document, from time to time;



 


		8.1.24	subject to Clause 8.3, the Borrower shall not (and shall procure that each Group Company shall not) by
one or a series of transactions, whether related or not and whether at one time or over a period of time, sell, lease, convey, transfer,
assign, license or otherwise dispose of or deal with all or any material part of its property, assets or undertaking, including (but not
limited to) by any form of sale and leaseback, invoice discounting or factoring PROVIDED THAT in the case of the Intellectual Property
of a Group Company, the relevant Group Company may, in the normal course of business and on an arm’s length basis for good and valuable
consideration, grant non-exclusive licenses and sublicenses of the Intellectual Property to third parties;



 


		8.1.25	subject to Clause 8.3, the Borrower shall (and it shall procure each Group Company shall) :



 


		(i)	preserve and maintain the subsistence and validity of all Intellectual Property necessary for its business;



 


		(ii)	use reasonable endeavours to prevent, and take action against, any infringement in any material respect
of the Intellectual Property necessary for its business;



 


		(iii)	prosecute and maintain all applications and registrations in place in respect of the Intellectual Property
which it has now or makes hereinafter and pay all registration fees and taxes necessary to maintain such Intellectual Property in full
force and effect and record its interest in such Intellectual Property unless such Intellectual Property has been the subject of a valid
resolution of a quorate and duly-convened meeting of the board of directors confirming that any such Intellectual Property are either
(i) immaterial or (ii) no longer required in the ordinary course of the Group’s business;



 


		(iv)	not use or permit the Intellectual Property necessary for its business to be used in a way or take any
step or omit to take any step in respect of such Intellectual Property which may materially and adversely affect the existence or value
of such Intellectual Property or imperil the right of the Group to use such Intellectual Property; and



 


		(v)	not discontinue the use of such Intellectual Property, unless such Intellectual Property has been the
subject of a valid resolution of a quorate and duly-convened meeting of the board of directors confirming that any such Intellectual Property
is either (i) immaterial or (ii) no longer required in the ordinary course of the Group’s business;



 






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		8.1.26	the Borrower will (and will procure that each Group Company will) not transfer by way of inter-company
loan or otherwise any cash proceeds or cash equivalents to any Group Company that is not a Material Group Company;



 


		8.1.27	the Borrower will (and will procure that each Group Company will) not amend any of the terms of, or increase
any amounts owing under, the Existing Financial Indebtedness;



 


		8.1.28	the Borrower shall not (and shall procure that no Group Company shall) acquire any Affiliate (other than
by way of incorporation including, for the avoidance of doubt, acquisition of a shelf company) without the prior written consent or the
Lender;



 


		8.1.29	the Borrower shall not (and shall procure that no Group Company shall) incorporate any Affiliate (or acquire
an Affiliate by way of incorporation including, for the avoidance of doubt, acquisition of a shelf company) without first notifying the
Lender and if the Lender shall so request (acting reasonably) after receipt of such notification, the Borrower shall procure that such
Affiliate shall promptly execute and deliver to the Lender documents (in such form as the Lender may require (acting reasonably)) creating
Security Interests in favour of the Lender over all or materially all of the assets of such Affiliate; and



 


		8.1.30	the Borrower shall procure that a resolution is proposed to shareholders of the Borrower to approve Clause
9.1.13, by no later than the Annual General Meeting of Borrower to be held in 2020, in accordance with Article 556 of the Belgian Companies
Code (or the successor provision in the Belgian Companies and Associations Code) and shall promptly upon such resolution being approved
provide a copy of such resolution to the Lender.



 


		8.2	Group Companies shall be permitted to have the following Security Interests:



 


		8.2.1	a Security Interest provided to the Lender under this Loan Agreement or any Security Document;



 


		8.2.2	a Security Interest arising in the ordinary course of business (including without limitation any security
deposits with landlords, retention of title arrangement with suppliers and similar); and



 


		8.2.3	the Security Interest of the Borrower specified in Note 14 of the Borrower’s Annual Report 2018;
and



 


		8.2.4	prior to the occurrence of an Event of Default, a Security Interest in favour of the financer over the
assets acquired pursuant to finance leases entered into by a Group Companies in an aggregate amount, at any time, for all Group Companies
of up to $400,000.



 


		8.3	Prior to the occurrence of an Event of Default, Group Companies shall be entitled to sell, assign, transfer
or otherwise dispose of any of its assets:



 


		8.3.1	to a Material Group Company;



 


		8.3.2	provided such assets are replaced by assets of a comparable or superior type, value and quality (as determined
by the Borrower, acting reasonably) and provided such replacement assets are subject to a Security Interest in favour of the Lender to
the same extent (if at all) the sold, assigned, transferred or other disposed of assets were;



 


		8.3.3	to the extent they are obsolete or redundant;



 






    22


     


    

 


		8.3.4	pursuant to non-exclusive intellectual property licences in the ordinary course of business;



 


		8.3.5	to the extent they are non-cash generating and are not anticipated by the Borrower (acting reasonably)
to be cash generating in the future in the ordinary course of business;



 


		8.3.6	to extent they do not relate to or are not otherwise required for the operation of the SelectMDX and/or
ConfirmMDX businesses (or any other material business of the Borrower) in the ordinary course;



 


		8.3.7	a licence of the Select IP for non-current markets such as point of care or primary care settings; and



 


		8.3.8	in an aggregate amount, at any time, for all Group Companies of up to $100,000.



 


		8.4	For the avoidance of doubt and subject always to Clause 8.1.20(ii), nothing in the Loan Documents
will restrict the Group Companies’ right to use a third party as collection agent / service provider for the collection of receivables
and related services.



 


		9.	EVENTS OF DEFAULT



 


		9.1	An Event of Default occurs if:



 


		9.1.1	the conditions set out in Clause 3.5 (except to the extent waived in writing by the Lender) are not satisfied
within forty-five (45) days of the execution of this Loan Agreement unless the period for satisfaction is extended in accordance with
Clause 4.2;



 


		9.1.2	any Group Company fails to pay when due and payable or (if so payable) on demand any sum payable under
this Loan Agreement or the Security Documents or under any document relating to the Security Documents unless its failure to pay is solely
caused by administrative or technical error and payment is made within five (5) Business Days of its due date;



 


		9.1.3	any other breach by any Group Company (as relevant) occurs of any provision of this Loan Agreement or
any Security Document or the Borrower or any Group Company does not comply with, perform or observe any other obligation accepted or undertaking
given by it to the Lender, unless the Lender (at its sole discretion) notifies the Borrower in writing that it is satisfied that the breach
has not put any of the security for the Loan immediately at risk and that it considers that the breach is capable of remedy. No Event
of Default under this Clause will occur if the failure to comply with, perform or observe is capable of remedy and is remedied within
fifteen (15) Business Days of the earlier of (A) the Lender giving notice to the Borrower and (B) the Borrower becoming aware of the failure
to comply, perform or observe;



 


		9.1.4	any representation, warranty or statement made by, or by an officer of, any Group Company in this Loan
Agreement or the Security Documents or in the Drawdown Notice or any other notice or document relating to this Loan Agreement or any other
Security Document is incorrect, untrue or misleading in any material respect when it is made or deemed repeated. No Event of Default under
this clause will occur if the circumstances underlying the misrepresentation are capable of remedy and are remedied within fifteen (15)
Business Days of the earlier of (A) the Lender giving notice to the Borrower and (B) the Borrower becoming aware of the misrepresentation;



 






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		9.1.5	Financial Indebtedness of any Group Company in an amount which the Lender (acting reasonably) considers
to be material is not paid when due or any event of default occurs in accordance with the terms of the such Financial Indebtedness or
any Security Interest over any of the assets of any Group Company is enforced;



 


		9.1.6	any order shall be made by any competent court, a petition presented or any resolution shall be passed
by any Group Company for the appointment of a liquidator, administrator or receiver of, or for the winding up of, any Group Company or
a moratorium is imposed or declared over any or all of the assets and business of any Group Company;



 


		9.1.7	an encumbrancer takes possession of or a receiver, liquidator, supervisor, compulsory manager,trustee,
administrator or similar official is appointed over the whole or, in the opinion of the Lender, any material part of, the assets of any
Group Company or a distress, execution or other process is levied or enforced upon or sued out against the whole or, in the opinion of
the Lender, a material part of the assets of any Group Company;



 


		9.1.8	an administration application is presented or made for the making of an administration order or a notice
of intention to appoint an administrator is issued by any Group Company or its directors or by the holder of Security Interest or a notice
of appointment of an administrator is filed by any person with the court;



 


		9.1.9	any judgment made against any Group Company is not paid, stayed or discharged within fourteen (14) days;



 


		9.1.10	any Group Company shall stop payment or shall be unable to, or shall admit inability to, pay its debts
as they fall due, or shall be adjudicated or found insolvent, or shall enter into any composition or other arrangement with its creditors
generally;



 


		9.1.11	any event shall occur which under the law of any jurisdiction to which any Group Company is subject has
an effect equivalent or similar to any of the events referred to in Clause 9.1.6, 9.1.7, 9.1.8, 9.1.9 or 9.1.1o;



 


		9.1.12	any Group Company ceases, threatens to cease, or suspends carrying on its business or a part of its business;



 


		9.1.13	there is a Change of Control in any Group Company; for purposes of this Clause 9.1.13, a “Change
of Control” shall include (without limitation) any of the following events (whether in one or in a series of related transactions):
merger, consolidation or reorganisation of a Group Company with or into any person other than a Group Company, the sale of all or (in
the opinion of the Lender) substantially all the assets of any Group Company to any person other than a Group Company; the sale or issue
of shares or securities of a Group Company (whether by that Group Company or by shareholders of that Group Company) resulting in persons
who beneficially and/or legally hold a majority of shares and/or voting power of that Group Company as at the date of this Loan Agreement
no longer holding such majority; the exclusive license of all or a material portion of any Group Company’s Intellectual Property
to any other entity or person, other than a Group Company; PROVIDED THAT the Lender may agree, by written notice to the Borrower,
that a Change of Control shall not be deemed an Event of Default, but that nevertheless the consequences set forth in Clause 9.2.1 and
9.2.2 shall apply, and in such event the Loan, all accrued interest and all other amounts accrued or owing under this Loan Agreement and
the Security Documents shall be due and payable simultaneously with the closing of the Change of Control transaction;



 


		9.1.14	it becomes unlawful or impossible: (i) for the Borrower and/or each Group Company (as relevant) to discharge
any liability under the Loan Documents or to comply with any other obligation which the Lender considers material under the Loan Documents
or the Security Documents; or (ii) for the Lender to exercise or enforce any right under, or to enforce any Security Interest created
by this Loan Agreement or the Security Documents;



 






    24


     


    

 


		9.1.15	any provision of the Loan Documents proves to have been or becomes invalid or unenforceable, or a Security
Interest created by the Security Documents proves to have been or becomes invalid or unenforceable or such a Security Interest proves
to have ranked after, or loses its priority to, another Security Interest of a third party or any other third party claim or interest,
provided however that if the Borrower and/or any Group Company proposes replacement security which the Lender accepts, and such replacement
security is constituted in a manner acceptable to the Lender within such period of time as the Lender may require, such event shall cease
to constitute an Event of Default;



 


		9.1.16	the security constituted by the Security Documents is in any way materially imperilled or in jeopardy
provided however that if the Borrower and/or any Group Company proposes replacement security which the Lender accepts, and such replacement
security is constituted in a manner acceptable to the Lender within such period of time as the Lender may require, such event shall cease
to constitute an Event of Default;



 


		9.1.17	any other event (whether related or not) occurs which constitutes a Material Adverse Change (in the reasonable
opinion of the Lender), from the position applicable as at the date of this Loan Agreement;



 


		9.1.18	any event of default (howsoever described to the extent there are any) specified in the Security Documents
shall occur; or



 


		9.1.19	the Borrower fails to comply with its obligation in Clause 8.1.3o or the general shareholders’ meeting
of the Borrower does not approve the resolution referred to in that Clause in accordance with Article 556 of the Belgian Companies Code
(or the successor provision in the Belgian Companies and Associations Code).



 


		9.2	Lender’s Rights



 


On or at any time following the occurrence
of any Event of Default the Lender may:


 


		9.2.1	serve on the Borrower a notice stating that all obligations of the Lender to the Borrower under this Loan
Agreement including (without limitation) the obligation to advance the Loan (or any part thereof) are terminated;



 


		9.2.2	serve on the Borrower a notice stating that, the Loan, all interest and all other amounts accrued, owing
or payable under the Loan Documents are immediately due and payable;



 


		9.2.3	declare the Security Documents to be enforceable; and/or



 


		9.2.4	take any other action which, as a result of the Event of Default or any notice served under Clauses 9.2.1
or 9.2.2 above, the Lender is entitled to take under the Security Documents or any applicable law.



 


		9.3	End of Lender’s Obligations



 


On the service of a notice under Clause
9.2.1 and/or Clause 9.2.2, all the obligations of the Lender to the Borrower under this Loan Agreement shall terminate.


 


		9.4	Acceleration



 


On the service of a notice under Clause
9.2.2, the following sums shall become immediately due and payable:


 


		9.4.1	the outstanding principal amount of the Loan;



 


		9.4.2	all accrued and unpaid interest;



 






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		9.4.3	in respect of each Tranche, the aggregate of the monthly interest payments scheduled to be paid by the
Borrower on each Monthly Repayment Date (as is set out in the Repayment Schedule(s) issued by the Lender) for the period from the date
of service of the notice under Clause 9.2.2 to the expiry of the relevant Loan Term, in each case discounted to present value from
the applicable Monthly Repayment Date to the date of prepayment at the rate of 4% per annum (provided that such discount will not apply
in case of an Event of Default under Clause 9.1.2 which is not remedied within 10 Business Days after the occurrence of such Event of
Default) by way of compensation for any loss of profit that otherwise would have accrued to the Lender if an Event of Default had not
occurred;



 


		9.4.4	all unpaid End of Loan Payments;



 


		9.4.5	all unpaid fees, costs and expenses; and



 


		9.4.6	all other sums payable by the Borrower to the Lender under the Loan Documents.



 


		9.5	Waiver of Event of Default



 


The Lender, at its sole and absolute
discretion, may waive any Event of Default hereunder, prior to or after the event or events giving rise thereto, PROVIDED THAT
such waiver may be effected only by written notice provided by the Lender to the Borrower to that effect (and subject further to Clause
15.3 below); it being understood and acknowledged, that if and so long as no notice of waiver of an Event of Default was so provided,
such Event of Default shall be deemed as having occurred and in effect for all purposes hereunder.


 


		10.	FEES, EXPENSES AND TAXES



 


		10.1	Transaction Fee



 


The Transaction Fee shall be paid by
the Borrower to the Lender upon the execution of this Loan Agreement.


 


		10.2	End of Loan Payments



 


The End of Loan Payment shall accrue
on the amount of each Tranche and shall be payable in respect of each Tranche on the earlier of: (i) the date on which the Loan falls
due for repayment in full; and (ii) the date on which the final payment by the Borrower in respect of the relevant Tranche is due for
payment.


 


		10.3	Documentary Costs



 


		10.3.1	The Borrower shall promptly pay to the Lender on the Lender’s demand, the reasonable legal expenses
plus applicable VAT and disbursements incurred by the Lender in connection with:



 


		(i)	the negotiation, execution, preparation and perfection of the Loan Documents and the transactions contemplated
hereby and thereby up to $100,000 it being agreed by the Lender that it shall apply the $50,000 commitment deposit it has already received
against such legal expenses;



 


		(ii)	the negotiation, execution, preparation and perfection of Security Documents after the date of this Loan
Agreement and the transactions contemplated thereby, it being understood that to the extent that the related legal work is performed prior
to 1 November 2019, it will be subject to the cap in paragraph (i) above;



 


		(iii)	any amendment or supplement to the Loan Documents, or any proposal for such an amendment to be made; and



 


		(iv)	any consent or waiver by the Lender concerned under or in connection with the Loan Documents or any request
by the Borrower for such a consent or waiver.



 






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		10.3.2	The Borrower shall promptly pay to the Lender on the Lender’s demand, the legal expenses plus applicable
VAT (if any and to the extent the Lender is not entitled to a credit or repayment in respect of such VAT from the appropriate Tax authority)
and disbursements incurred by the Lender in connection with any step taken by the Lender with a view to the protection or enforcement
of any right or Security Interest created by the Loan Documents.



 


		10.4	Certain taxes and duties



 


		10.4.1	The Borrower shall promptly pay any documentary, stamp or other equivalent Tax or duty payable on or by
reference to the Loan Documents or local law equivalent, and shall, on the Lender’s demand, fully indemnify the Lender against any
costs, losses, liabilities and expenses resulting from any failure or delay by the Borrower to pay such a tax.



 


		10.4.2	Where the Borrower is required by the Loan Documents to pay, reimburse or indemnify the Lender for any
fee, cost and expense, the Borrower, at the same time as it pays, reimburses or indemnifies (as the case may be) the Lender shall also
pay, reimburse or indemnify such part thereof as represents VAT, save to the extent that the Lender is entitled to a credit or repayment
in respect of such VAT from the appropriate Tax authority.



 


		10.5	Recovery of Overdue Fees



 


Without prejudice to any other provisions
of this Loan Agreement, the Lender shall be entitled (and the Borrower hereby irrevocably authorises the Lender), at any time and from
time to time, to apply any credit balance (whether or not then due) to which the Borrower is then entitled on any account with the Lender
in (or towards) satisfaction of the sum or sums from time to time owing by the Borrower to the Lender under and/or pursuant to the Loan
Documents. The Lender is not obliged to exercise its rights under this Clause 10.5, but if the rights are exercised, the Lender shall
give notice to the Borrower of any such application promptly thereafter.


 


		10.6	Liability for Taxes



 


		10.6.1	The Borrower shall make all payments to be made by it without any Tax deduction, unless a Tax deduction
is required by law. The Borrower shall promptly upon becoming aware that it must make a Tax deduction (or that there is any change in
the rate or the basis of a Tax deduction) notify the Lender.



 


		10.6.2	Subject to Clause 10.6.5, if the Borrower is required to make any Tax deduction by law from any payment
due under the Loan Documents, the payment due from the Borrower shall be increased to an amount equal to the amount which would have been
due for payment if no Tax deduction had been required, reduced by any credit, relief or remission for, or repayment of such Tax deduction
to which Lender (acting reasonably) determines it is both entitled to and, in the case of a credit, able to utilise. If such entitlement,
utilisation and/or the amount thereof would only become known after the date of payment, Borrower will make its payment without taking
into account any credit, relief or remission and Lender will repay to Borrower an amount equal to such credit, relief or remission once
the Lender has (acting reasonably) determined such credit, relief or remission has been determined and, in the case of a credit, utilised.



 


		10.6.3	If the Borrower is required to make a Tax deduction, the Borrower shall make that Tax deduction and any
payment required in connection with that Tax deduction within the time allowed and in the amount required by law.



 


		10.6.4	Within thirty (30) days of making either a Tax deduction or any payment required in connection with that
Tax deduction, the Borrower shall deliver to the Lender evidence reasonably satisfactory to it that the Tax deduction has been made or
(as applicable) any appropriate payment paid to the relevant taxing authority.



 


		10.6.5	A payment shall not be increased under Clause 10.6.2 by reason of a Tax deduction, if (i) the Lender has
assigned, prior to the due date for payment, this Loan Agreement to an Assignee who is not a Qualifying Lender on the date of such assignment;
or (ii) the payment could have been made to the Lender without a Tax deduction if the Lender had been a Qualifying Lender, but on that
date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender
under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or published
concession of any relevant taxing authority which is not a change resulting from the entry into effect of the Multilateral Convention
to Implement Tax Treaty Related Measures to prevent BEPS (“MLI”).



 






    27


     


    

 


		10.6.6	The Lender shall, upon request, from the Borrower promptly provide it with such evidence as it may require
(acting reasonably) to show that the Lender is at the date of this Loan Agreement a company resident in the United Kingdom as well as
any other evidence reasonably requested by the Borrower and necessary to establish that the Lender is a Qualifying Lender.



 


		10.6.7	The Lender shall cooperate in completing any procedural formalities necessary for the Borrower to obtain
authorisation to make payments without or, as the case may be, with a reduced Tax deduction.



 


		10.7	Drawdown Fees



 


		10.7.1	The Drawdown Fee shall be due and payable in respect of each Tranche as from the relevant Drawdown Date
and shall be subject to the provisions of the Convertible Loans Agreement.



 


		10.8	Illegality and Increased Costs



 


		10.8.1	If it is or becomes contrary to any law or regulation for the Lender to make available the Loan Facility
or to maintain its obligations to do so or fund the Loan, the Lender shall promptly notify the Borrower whereupon: (a) the Lender’s
obligations to make the Loan Facility available shall be terminated; and (b) the Borrower shall be obliged to prepay the Loan either:
(i) forthwith; or (ii) on a future specified date on or before the latest date permitted by the relevant law or regulation.



 


		10.8.2	If the result of any change in (or in the interpretation, administration or application of), or to the
generally accepted interpretation or application of, or the introduction of, any law or regulation is to subject the Lender to Taxes or
change the basis of the payment of Taxes by the Lender with respect to any payment under this Loan Agreement (other than Taxes on the
overall net income, profits or gains of the Lender), then: (i) the Lender shall notify the Borrower in writing of such event promptly
upon its becoming aware of the same; and (ii) the Borrower shall on demand, made at any time whether or not the Loan has been repaid,
pay to the Lender the amount of the increased costs which the Lender has suffered as a result.



 


		11.	INDEMNITIES



 


		11.1	Indemnity for Non-Scheduled Payments



 


Without derogating from, and without
prejudice to the Lender’s right under, Clause to above, the Borrower shall indemnify the Lender fully on its demand in respect of
all expenses, liabilities and losses which are suffered or incurred by the Lender, as a result of or in connection with:


 


		11.1.1	any Tranche not being borrowed on the date specified in the Drawdown Notice for any reason other than
a default by the Lender;



 


		11.1.2	any failure (for whatever reason) by the Borrower to make payment of any amount due under the Loan Documents
on the due date or, if so payable, on demand; or



 


		11.1.3	the occurrence and/or continuance of an Event of Default and/or the acceleration of repayment of the Loan
under Clause 9.4, and in respect of any Taxes for which the Lender is liable or held liable in connection with any amount paid or payable
to the Lender (whether for its own account or otherwise) under the Loan Documents (other than Taxes on the overall net income, profits
or gains of the Lender).



 


		11.2	The Borrower shall within three (3) Business Days of demand, indemnify the Lender against any cost, loss
or liability incurred by the Lender as a result of funding, or making arrangements to fund, any portion of the Total Loan Facility which
is not advanced by the Lender to the Borrower by the end of the Expiry Date, other than by reason of default or negligence by the Lender.



 






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		11.3	Third Party Claims Indemnity



 


The Borrower shall indemnify the Lender
fully on its demand in respect of claims, demands, proceedings, liabilities, taxes, losses and expenses of every kind, including without
limitation legal fees and expenses (“liability items”) which may be made or brought against, or incurred by, the Lender,
in any country, in relation to:


 


		11.3.1	any action lawfully taken, or omitted or neglected to be taken, under or in connection with the Loan Documents
by the Lender or by any receiver appointed under the Security Documents after the occurrence of any Event of Default; and



 


		11.3.2	any breach or inaccuracy of any of the representations and warranties contained in Clause 7 of this Loan
Agreement or in the Security Documents or any breach of any undertaking contained in Clause 8 hereof or elsewhere in the Loan Documents.



 


		12.	RISK AND INSURANCE



 


		12.1	All risk of loss, theft and damage of and to the Charged Assets from any cause whatsoever shall be the
risk of the Borrower, and no such event shall relieve the Borrower of any obligation under a Drawdown Notice.



 


		12.2	The Borrower shall:



 


		12.2.1	bear all risk of loss of or damage to the Charged Assets whether insured against or not;



 


		12.2.2	at its expense, (i) keep the Charged Assets insured against loss or damage, and (ii) maintain liability
and other insurance, in each case as ordinarily insured against by other owners in businesses similar to Borrower’s. All such policies
of insurance shall be in such form, with such companies, and in such amounts as reasonably satisfactory to Lender;



 


		12.2.3	procure that all policies of property insurance shall contain a lender’s loss payable endorsement,
in a form satisfactory to the Lender, showing Lender as an additional loss payee, and all liability insurance policies shall show the
Lender as an additional insured within 3o days after the first Drawdown Date;



 


		12.2.4	upon request produce to the Lender the policy and all premium receipts;



 


		12.2.5	promptly notify the Lender of any event which may give rise to a claim in excess of $200,000 under the
policy and upon request (but only following an Event of Default) irrevocably appoint the Lender to be its sole agent to negotiate agree
or compromise such claim; and



 


		12.2.6	upon request following the occurrence of an Event of Default, assign by way of security or a complete
assignment to the Lender the Borrower’s rights under such policy and irrevocably appoint the Lender to institute any necessary proceedings.



 


		13.	RELEASE OF SECURITY



 


Upon expiry of the Security Period,
the Lender shall take appropriate action, at the request and cost of the Borrower, to release the Security Interest over the Charged Assets.


 


		14.	NOTICES



 


		14.1	Any notice, demand or other communication (“Notice”) to be given by any party under, or in
connection with, this Loan Agreement shall be in writing and signed by or on behalf of the party giving it. Any Notice shall be served
by sending it by email addresses set out in Clause 14.2, or delivering it by hand or by pre-paid first class post to the addresses
set out in Clause 14.2 and in each case marked for the attention of the relevant party set out in Clause 14.2 (or as otherwise notified
from time to time in accordance with the provisions of this Clause 14). Any Notice so served by fax, post or hand shall be deemed
to have been duly given or made as follows:



 






    29


     


    

 


		14.1.1	if sent by email, at the time of transmission; or



 


		14.1.2	in the case of delivery by hand, when delivered, or



 


		14.1.3	in the case of delivery by first class post, on the second Business Day after posting,



 


PROVIDED THAT in each case where
delivery by fax or by hand occurs after 5pm on a Business Day (local time in the place of receipt) or on a day which is not a Business
Day, service shall be deemed to occur at gam on the next following Business Day (local time in the place of receipt).


 


References to time in this Clause are
to local time in the country of the addressee.


 


		14.2	The addresses and fax number of the parties for the purpose of Clause 14 are as follows:



 


		14.2.1	Lender:



 


		Address:	Amf Building, 25 Old Burlington Street, London W1S 3AN



 


For the attention of: The Directors


 


with a copy to:


 


Lender’s law firm: Bird &
Bird LLP


 


		Address:	12 New Fetter Lane,



London EC4A 1JP


 


Email: struan.penwarden@twobirds.com


 


For the attention of: Struan Penwarden


 






    30


     


    

 


		14.2.2	Borrower:



 


		Address:	Rue d’Abhooz 31, 4040



Herstal, Belgium


For the attention of: CEO


Email: notice@mdxhealth.com


 


With a copy to each of:


 


MDxHealth Inc.


15279 Alton Parkway, Suite 100


Irvine, CA 92618


For the attention of: General Counsel


Email: legal@mdxhealth.com


 


and


 


Baker & McKenzie CVBA/SCRL


Louizalaan 149


1050 Brussels, Belgium


For the attention of: Roel Meers and
Eric Blomme


Email: Roel.Meers@bakermckenzie.com
and Eric.Blomme@bakermckenzie.com


 


		14.3	A party may notify the other party to this Loan Agreement of a change to its name, relevant addressee,
address or email address for the purposes of this Clause 14, PROVIDED THAT such notice shall only be effective on:



 


		14.3.1	the date specified in the notification as the date on which the change is to take place; or



 


		14.3.2	if no date is specified or the date specified is less than five (5) Business Days after the date on which
notice is given, the date following five (5) Business Days after notice of any change has been given.



 


		14.4	In proving service it shall be sufficient to prove that the envelope containing such notice was properly
addressed and sent or delivered to the address shown thereon or that the facsimile transmission was made and a facsimile confirmation
report was received, as the case may be.



 






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		15.	GENERAL



 


		15.1	All agreements, covenants, representations, warranties and indemnities of the Borrower contained in this
Loan Agreement or in the Drawdown Notices or other documents delivered pursuant hereto or in connection herewith and continuing, shall
survive and remain binding following the execution and delivery, and the expiration, cancellation or other termination of this Loan Agreement
and/or the Drawdown Notice until expiration of the Security Period.



 


		15.2	If the Borrower shall fail to perform any of its obligations under any Drawdown Notice duly and promptly,
the Lender may, at its option and at any time, perform the same without waiving any default on the part of the Borrower, or any of the
Lender’s rights. The Borrower shall reimburse the Lender, within five (5) Business Days after notice thereof is given to the Borrower,
for all expenses and liabilities incurred by the Lender in the performance of the Borrower’s obligations.



 


		15.3	No failure to exercise, nor any delay in exercising, on the part of the Lender, any right or remedy hereunder
shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the
exercise of any other right or remedy. The rights and remedies provided in this Loan Agreement are cumulative and not exclusive of any
rights or remedies provided by law or in equity. Waiver by the Lender of any default shall not constitute waiver of any other default.



 


		15.4	The Borrower may not assign or transfer its rights, benefits and obligations under this Loan Agreement.
The Lender shall have the right, in its sole discretion, to assign, sell, pledge, grant a Security Interest in or otherwise encumber its
rights under this Loan Agreement and/or one or more Drawdown Notices to any (i) Related Fund; (ii) or upon the occurrence of an Event
of Default or in connection with a sale of multiple loans made by the Lender as part of a portfolio transaction, to any third party (other
than a distressed debt or loan-to-own investor) (an “Assignee”), and/or may act as an agent for any Assignee in accepting
any Drawdown Notice. The Borrower hereby irrevocably consents to any assignment, sale, pledge, grant of a security interest or any other
disposal to an Assignee. The Borrower agrees that if it receives notice from the Lender that it is to make payments under this Loan Agreement
and/or any Drawdown Notice to such Assignee rather than to the Lender, or that any of its other obligations under the relevant Drawdown
Notice are to be owed to the named Assignee, the Borrower shall comply with any such notice. Subject to the foregoing, this Loan Agreement
and each Drawdown Notice inures to the benefit of, and is binding upon, the successors and assigns of the Lender.



 


		15.5	The Lender shall, and shall procure that the Observer will, keep all Confidential Information confidential
and not to disclose it to anyone, save to the extent permitted below, and to ensure that all Confidential Information is protected with
security measures and a degree of care that would apply to its own confidential information.



 


		15.6	The Lender may disclose:



 


		15.6.1	to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional
advisers, auditors, partners and representatives such Confidential Information as the Lender shall consider appropriate if any person
to whom the Confidential Information is to be given pursuant to this Clause 15.6.1 is informed in writing of its confidential nature and
that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to
so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound
by requirements of confidentiality in relation to the Confidential Information;



 


		15.6.2	to any person:



 


		15.6.2.1	to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its
rights and/or obligations under one or more Loan Documents and to any of that person’s Affiliates, Related Funds, representatives
and professional advisers;



 


		15.6.2.2	to whom information is required or requested to be disclosed by any court of competent jurisdiction or
any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant
to any applicable law or regulation;



 


		15.6.2.3	to whom information is required to be disclosed in connection with, and for the purposes of, any litigation,
arbitration, administrative or other investigations, proceedings or disputes; or



 






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		15.6.2.4	with the consent of the Borrower,



 


in each case, such Confidential Information
as such party shall consider appropriate if:


 


		15.6.2.5	in relation to Clause 15.6.2.1, the person to whom the Confidential Information is to be given has entered
into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional
adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;



 


		15.6.2.6	in relation to Clauses 15.6.2.2 and 15.6.2.3 above, the person to whom the Confidential Information is
to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information
except that there shall be no requirement to so inform if, in the opinion of the Lender it is not practicable so to do in the circumstances.



 


		15.7	The Lender acknowledges that some or all of the information relating the Borrower and any Group Company
is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation
including securities law relating to insider dealing and market abuse and the Lender undertakes not to, and shall procure that the Observer
will not, use any such information for any unlawful purpose.



 


		15.8	The Lender agrees (to the extent permitted by law and regulation) to inform the Borrower:



 


		15.8.1	of the circumstances of any disclosure of Confidential Information made pursuant to Clause 15.6.2.2 except
where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory
function; and



 


		15.8.2	upon becoming aware that Confidential Information has been disclosed in breach of the confidentiality
provisions of this Agreement.



 


		15.9	The confidentiality obligations in this Loan Agreement are continuing and, in particular, shall survive
and remain binding on the Lender for a period of twelve months from the earlier of:



 


		15.9.1	the date on which all amounts payable by the Borrower under or in connection with the Loan Documents have
been paid in full; and



 


		15.9.2	the date on which the Lender otherwise ceases to be a Lender.



 


		15.10	If, at any time, any provision herein is or becomes illegal, invalid or unenforceable in any respect under
any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or
enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.



 


		15.11	A person who is not a party to this Loan Agreement has no right under the Contract (Rights of Third Parties)
Act 1999 to enforce or enjoy the benefits of this Loan Agreement.



 


		15.12	This Loan Agreement, together with the Security Documents, constitute the entire agreement between the
parties with respect to the subject matter hereof. This Loan Agreement may not be modified except in writing executed by the Lender and
the Borrower. No supplier or agent of the Lender is authorised to bind the Lender or to waive or modify any term of this Loan Agreement.



 






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		15.13	This Loan Agreement may be executed in counterparts (including facsimile and .pdf copies), each of which
shall be an original, but all such counterparts shall together constitute one and the same instrument.



 


		15.14	This Loan Agreement and any non-contractual obligations arising out of or in connection with it are governed
by English law. The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Loan
Agreement (including a dispute relating to the existence, validity or termination of this Loan Agreement or any non-contractual obligation
arising out of or in connection with this Loan Agreement (a “Dispute”). The parties to this Loan Agreement agree that the
courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party to this Loan Agreement will
argue to the contrary. This Clause 15.14 is for the benefit of the Lender only. As a result, the Lender shall not be prevented from taking
proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Lender may take concurrent
proceedings in any number of jurisdictions.



 


		15.15	Without prejudice to any other mode of service allowed under any relevant law, the Borrower:



 


		15.15.1	represents and warrants to the Lenders that it has appointed Law Debenture Corporate Services Limited
as its agent for service of process in relation to any proceedings before the English courts in connection with the Loan Documents and
agrees to provide the Lenders with evidence of such appointment and to maintain such appointment at all times during the Security Period
(and promptly provide evidence, on request of the Lender, that such appointment is continuing); and



 


		15.15.2	agrees that failure by an agent for service of process to notify the Borrower of the process will not
invalidate the proceedings concerned.



 




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SCHEDULE A



FORM OF DRAWDOWN NOTICE



DRAWDOWN NOTICE



Drawdown



No. [   ]


 


	 	dated		2019	 


 


between


 


	KREOS CAPITAL VI (UK) LIMITED	MDxHEALTH SA
	the (“Lender”)	the (“Borrower”)


 


This Drawdown Notice forms a Schedule to a Loan
Agreement between the Lender and the Borrower dated [                           ]
September 2019 (the “Loan Agreement”)


 


The Lender has granted the Borrower a loan facility
pursuant to the terms and conditions set out in the Loan Agreement and attached Schedules.


 


Words and expressions in this Drawdown Notice
shall have the same meanings as in the Loan Agreement.


 




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PART 1



Loan Details


 


	
    Total Loan Facility
	[                         ]
	 	 
	Amount of Loan Facility to be drawn down pursuant to this	[                         ]
	Drawdown Notice	 
	 	 
	Loan Term	The Interest Only Period followed by, subject to Clause 5.1.1, thirty six (36) monthly payments from the First Monthly Repayment Date
	 	 
	Bank Account Details for remittance of funds	[                         ]
	 	 
	Drawdown Date (which shall be a date not later than the Expiry Date)	[                  ] 2019
	 	 
	Repayment Schedule – Please see Part 2	 


 


We confirm that:


 


		(a)	the representations and warranties made by us in the Loan Agreement are true and accurate on the date
of this Drawdown Notice as if made on such date; and



 


		(b)	no Event of Default has occurred and is continuing or would result from the delivery of this Drawdown
Notice.



 


This Drawdown Notice is irrevocable.


 


for and on behalf of


 





	MDxHEALTH SA	 	 
	 	 	 
	Authorised Signatory		 
	 	 	 
	Name	 	 
	 	 	 
	Dated [   ] 2019	 	 


 




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PART 2


 


Repayment Schedule


 


[To be provided by Lender prior to submission
of relevant Drawdown Notice]


 




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SCHEDULE B



INITIAL SECURITY DOCUMENTS


 


Belgium 


 


Pledge Agreement


 


The Netherlands 


 


Dutch Omnibus Security Agreement


 


USA


 


US IP Security Agreement


 


US Subsidiary Guaranty Agreement


 


US Subsidiary Security Agreement


 




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Duly executed by the parties on the date first
set out on the first page of this Loan Agreement.


 


BORROWER


 


	Signed  	/s/ Michael McGarrity	 



 


For and on behalf of


	MDXHEALTH SA	 
	Authorised signatory	 
	 	 
	Name   	Michael McGarrity	 
	Title	CEO	 



 


LENDER


 


	Signed  	/s/ Aris Constantinides	 



 


For and on behalf of


	KREOS CAPITAL VI (UK)
    LIMITED	 
	Authorised signatory	 
	 	 
	Name   	Aris Constantinides	 
	Title	Director	



 


 


 


 


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