Exhibit 10.8


 





	Final
                         version
	 



 


 


DATED 29 JULY 2021


 


 


 




 


CONTRIBUTION AGREEMENT





 


between


 


THE CONTRIBUTORS NAMED HEREIN


 


and


 


MAINZ BIOMED B.V.


 


and


 


PHARMGENOMICS GMBH


 


 


 


 


 


 
















CMS Derks Star Busmann N.V.


cms.law



 


 




     


     

    




 


table of contents


 


	CLAUSE	PAGE
	1.	Definitions and interpretation	1
	2.	Conditions Precedent	5
	3.	Contribution	5
	4.	Completion	6
	5.	Warranties of the Contributors	7
	6.	Warranties of the Company	8
	7.	Warranties of PharmGenomics	9
	8.	No obligation to contribute to losses or deficit	10
	9.	No relocation or termination of business	10
	10.	Guarantee	11
	11.	Board of Directors	11
	12.	Equity incentive plan	12
	13.	Listing on Nasdaq	11
	14.	Notices	11
	15.	Miscellaneous	13
	16.	Governing law and competent court	13
	 	 	 
	SCHEDULE	PAGE
	Schedule 1 – Particulars of the Contributors	21
	Schedule 2 – Particulars of the Investors	24
	Schedule 3 – Deed of Issue	25
	Schedule 4 – Deed of Transfer	26
	Schedule 5 – Credit Facility Agreement	27
	Schedule 6 – Lock-up Agreement	28
	Schedule 7 – Management Services Agreement Eidens	29
	Schedule 8 – Management Services Agreement Freese	30
	Schedule 9 – Company Articles of Association	31
	Schedule 10 – PharmGenomics Articles of Association	32



 






     


     

    

  


THE UNDERSIGNED


 


		(1)	The Persons named in ‎Schedule 1 (the “Contributors”);



 


		(2)	Mainz Biomed B.V., a private company with limited liability under Dutch law, having its seat in
Amsterdam, the Netherlands, and its address at Robert-Koch-Straβe 50, 55129 Mainz, Germany, registered with the Dutch trade register
under number 82122571 (the “Company”); and



 


		(3)	PharmGenomics GmbH, a company with limited liability under German law, having its address at Robert-Koch-Straβe
50, 55129 Mainz, Germany, registered with the trade register B of the local court of Mainz, Germany, under number HRB 41529
(“PharmGenomics”).



 


RECITALS


 


		(A)	The Company is a private company with limited liability under Dutch law and has been incorporated for
the purpose of investing in and effecting a merger by means of a share exchange with PharmGenomics.



 


		(B)	The Company intends to apply to list the Company Shares on Nasdaq along with a concurrent financing of
a minimum of USD 7 million and a maximum of USD 15 million through a public offering of Company Shares at a price of USD 5.00
per Company Share.



 


		(C)	The Contributors are the holders of the number of Contribution Shares set out opposite their respective
names in ‎Schedule 1 comprising in aggregate the whole of the issued share capital of PharmGenomics.



 


		(D)	The Existing Investors are the holders of the number of Company Shares and the number of Company Warrants
set out opposite their respective names in ‎Schedule 2 comprising in aggregate the whole of the
issued share capital of the Company and all outstanding Company Warrants on the date hereof.



 


		(E)	The Company intends to raise further financing from investors prior to the Completion Date through the
issue of units comprising one Company Share and one Company Warrant each, until the Company will have received an aggregate amount of
USD 2.2 million from the Existing Investors and any investors participating in any further financing as payment for the Company Shares
subscribed for by them.



 


		(F)	In connection with the proposed merger of the Company and PharmGenomics, the Contributors wish to exchange
all shares in the share capital of PharmGenomics held by them for the Company Shares.



 


		(G)	Immediately following the said share exchange, PharmGenomics will be a 100 per cent subsidiary of the
Company and the Contributors will together hold, rounded up, 61.79% of the issued share capital of the Company, on a non-diluted basis.



 


IT
IS AGREED AS FOLLOWS


 


		1.	Definitions and interpretation



 


		1.1	In this Agreement the following definitions apply:



 


“Affiliate” means,
in relation to a Person, any other Person who, directly or indirectly, Controls, is Controlled by, or is under common Control with that
Person, but excluding the Company;


 






    1


     

    

 


“Agreement” means
this contribution agreement, including the Recitals and the Schedules;


 


“Beneficiary” means
each Contributor who, or whose Affiliate, on the date hereof:


 


		(a)	is a silent partner of PharmGenomics under any silent partnership agreement (stille Beteiligung Vertrag)
under German law; or



 


		(b)	has a loan receivable from PharmGenomics under any loan agreement;



 


“Board of Directors”
means the board of directors (bestuur) of the Company, which prior to Conversion shall consist of Directors and as of Conversion
of Executive Directors and a majority of independent Non-Executive Directors;


 


“Business Day” means
a day, other than a Saturday, Sunday or public holiday, on which banks are open for general business in Amsterdam, the Netherlands, and
Mainz, Germany;


 


“CMS Netherlands”
means CMS Derks Star Busmann N.V., a Dutch law firm serving as legal counsel to the Company for European law matters;


 


“Company” has the
meaning given in the head of this Agreement;


 


“Company Articles of Association”
means the articles of association of the Company;


 


“Company Shares” means
ordinary shares in the share capital of the Company with a nominal value of EUR 0.01 each;


 


“Company Warrant”
means a warrant to subscribe for one Company Share;


 


“Completion” means
the taking of each of the steps set out in Clause ‎4.2;


 


“Completion Date”
means the date on which Completion is to take place, being 30 July 2021, or if the Conditions Precedent have not been satisfied or waived
on or before that date:


 


		(a)	the second Business Day after they are all satisfied or waived; or



 


		(b)	or such other date as may be agreed by the Parties in writing;



 


“Conditions Precedent”
means the conditions precedent set out in Clause ‎2.1;


 


“Contribution Shares”
means, in respect of each Contributor, such number of shares in the share capital of PharmGenomics with such nominal value and such consecutive
number as set out opposite his, her or its name in ‎Schedule 1;


 


“Contributors” has
the meaning given in the head of this Agreement;


 


“Control” means:


 


		(a)	in relation to a legal person:



 


		(i)	the ability, directly or indirectly, whether or not pursuant an agreement with other Persons entitled
to vote, to exercise more than half of the voting rights at the general meeting of that legal person, or any similar body of that legal
person;



 


		(ii)	the ability, directly or indirectly, whether or not pursuant an agreement with other Persons entitled
to vote, to appoint or dismiss more than half of the directors of that legal person, or of any similar officers of that legal person,
also if all Persons entitled to vote were to cast their votes; or



 


		(iii)	the ability, directly or indirectly, to determine the policies of that legal person;



 






    2


     

    

 


		(b)	in relation to a partnership:



 


		(i)	the ability, directly or indirectly, whether or not pursuant an agreement with other Persons entitled
to vote, to exercise more than half of the voting rights upon adoption of a resolution to amend the agreement governing that partnership;
or



 


		(ii)	the ability, directly or indirectly, to determine the policies of that partnership; and



 


		(c)	in respect of any other Person, the ability, directly or indirectly, to determine the policies of that
Person,



 


and the terms “Controls”
and “Controlled” shall be construed accordingly;


 


“Conversion” has the
meaning given Clause ‎13.2;


 


“Credit Facility Agreement”
means the credit facility agreement between the Company and PharmGenomics, in the form set out in ‎Schedule
5;


 


“Cut-off Date” means
31 October 2021, or such other date as may be agreed by the Parties in writing;


 


“Deed of Issue” means
the deed of issue of shares relating to the Subscription Shares between the Company and the Contributors, in the form set out in ‎Schedule
3;


 


“Deed of Transfer”
means the deed of transfer of shares governed by German law relating to the Contribution Shares between the Contributors and the Company,
in the form set out in ‎Schedule 4;


 


“Director” means a
director (bestuurder) of the Company, as of Conversion including each Executive Director and each Non-Executive Director, unless
the context otherwise requires;


 


“Dutch Notary” means
M.M. van der Bie, civil law notary in Amsterdam, the Netherlands, working with CMS Netherlands, and each deputy of his office as appointed
from time to time in accordance with the applicable provisions of the Dutch Notaries Act;


 


“Encumbrance” means
any interest or equity of any Person, including any right to acquire, option or right of pre-emption, or any mortgage, charge, pledge,
lien, assignment, hypothecation, security, interest, title, retention or any other security agreement or arrangement;


 


“Executive Director”
means an executive director (uitvoerende bestuurder) of the Company;


 


“Executive Committee”
means the executive committee of the Company;


 


“Executive Officer”
means a member of the Executive Committee, including each Executive Director and each other member of the Executive Committee, unless
the context otherwise requires;


 


“Existing Investors”
means the Persons named in ‎Schedule 2;


 


“Existing ISB Subsidiary”
means any legal person or partnership which, on the date hereof is, and at any relevant time still is, a subsidiary as referred to in
section 2:24a of the Dutch Civil Code of Investitions- und Strukturbank Rheinland-Pfalz (ISB), an institution under German law, registered
with the trade register A of the local court of Mainz, Germany, under number HRA 41584;


 


“German Notary” means
Dr. G. Specks, notary in Aachen, Germany;


 






    3


     

    

 


“Lock-up Agreement”
means a lock-up agreement between the Company and each of the Contributors substantially in the form attached as ‎Schedule
6;


 


“Management
Services Agreement Eidens” means the management services agreement between the Company and Dr. Moritz Eidens, in the form attached
as ‎Schedule 7‎;


 


“Management
Services Agreement Freese” means the management services agreement between the Company and Philipp Freese, in the form attached
as ‎Schedule 8‎;


 


“Nasdaq” means the
Nasdaq Capital Market of the Nasdaq Stock Exchange in New York, United States of America;


 


“Non-Executive Director”
means an independent non-executive director (niet uitvoerende bestuurder) of the Company according to Nasdaq and the SEC;


 


“Parties” means the
Contributors, the Company and PharmGenomics;


 


“Person” means a natural
person, legal person, partnership, trust, legal arrangement similar to a trust and each other body or cooperation acting as an independent
entity or organisation;


 


“PharmGenomics” has
the meaning given in the head of this Agreement;


 


“PharmGenomics Articles of
Association” means the articles of association of PharmGenomics;


 


“Qualifying Existing ISB Subsidiary”
means any Existing ISB Subsidiary which, at any relevant time, holds one or more Shares or is a creditor of the Company;


 


“SEC” means the United
States Securities and Exchange Commission;


 


“Subscription Shares”
means, in respect of each Contributor, such number of Company Shares as set out opposite his, her or its name in ‎Schedule
1;


 


“Subsidiary” means
a subsidiary as referred to in section 2:24a of the Dutch Civil Code; and


 


“Transactions” means
the transactions described in this Agreement, mainly including the issue of the Subscription Shares against contribution of the Contribution
Shares and the listing of the Company Shares on Nasdaq.


 


		1.2	In this Agreement the following rules of interpretation apply:



 


		(a)	the table of contents and headings are for convenience only and shall not affect the interpretation of
this Agreement;



 






    4


     

    

 


		(b)	words denoting the singular shall include the plural and vice versa, unless the context otherwise requires;



 


		(c)	references to Recitals, Clauses and Schedules are to respectively recitals and clauses of and schedules
to this Agreement, unless otherwise specified;



 


		(d)	references to any time of day are references to Central European Time.



 


		2.	Conditions Precedent



 


		2.1	Completion shall be subject to and shall not take place prior to the satisfaction or waiver of the Conditions
Precedent of:



 


		(a)	the general meeting of PharmGenomics having granted its approval to this Agreement and the transactions
contemplated hereby;



 


		(b)	the Contributors having received an opinion of counsel, or other evidence, in form and substance reasonably
satisfactory to the Contributors to the effect that the transactions contemplated by this Agreement are tax-neutral for the Contributors;



 


		(c)	the Contributors having received a confirmation from the Company evidencing that the Company has received
an aggregate amount of USD 2.2 million in gross proceeds from the Existing Investors and any investors participating in any further
financing as payment for the Company Shares subscribed for by them;



 


		(d)	the Company and PharmGenomics having entered into the Credit Facility Agreement; and



 


		(e)	the Company and each of the Contributors having entered into the Lock-up Agreement.



 


		2.2	The Parties shall use their reasonable efforts to procure that the Conditions Precedent are satisfied
as soon as reasonably possible and in any event by no later than the Cut-off Date.



 


		2.3	Each Party shall keep the other Parties fully informed of all progress and developments with regard to
the satisfaction of the Conditions Precedent and in any event shall notify the other Parties immediately as soon as it becomes aware that
the Conditions Precedent have been satisfied or have become incapable of satisfaction and shall produce to the other Parties such documentation
as they shall require to evidence any such satisfaction.



 


		2.4	The Conditions Precedent may only be waived by written agreement between the Parties.



 


		2.5	If the Conditions Precedent are not satisfied or waived on or before the Cut-off Date, each of the Parties
may terminate this Agreement by giving notice thereof to the other Parties, in which event this Agreement shall have no further force
and effect and no Party shall have any claim or liability in respect of it except as regards any antecedent breach and save that Clause
‎1, this Clause ‎2.5, and Clauses ‎13
up to and including ‎16 shall continue in full force and effect.



 


		3.	Contribution



 


		3.1	The Company shall issue to each Contributor and each Contributor shall subscribe for and accept from the
Company the number of Subscription Shares set out opposite the relevant Contributor’s name in ‎Schedule
1, under the obligation for each Contributor to pay for the respective Subscription Shares in full by payment in kind by way of contribution
of the Contribution Share or Contribution Shares set out opposite the relevant Contributor’s name in ‎Schedule
1.



 


		3.2	The Contribution Shares shall be transferred free of any Encumbrance and with all rights attaching or
accruing to them at or after the Completion Date.



 


		3.3	The difference between the aggregate value of the Contribution Shares and the aggregate nominal value
of the Subscription Shares will be regarded as non-stipulated share premium.



 


		3.4	The Company undertakes vis-à-vis each of the Contributors that it will not sell, transfer or otherwise
dispose of any shares in the share capital of PharmGenomics during a period of seven years, commencing on the date hereof and therefore
ending on 28 July 2028, other than with the written consent of all Contributors.



 






    5


     

    

 


		4.	Completion



 


		4.1	Completion shall take place on the Completion Date.



 


		4.2	At Completion, the Parties shall take or procure the taking of each of the following steps in the following
order:



 


		(a)	the Parties will submit to the Dutch Notary a copy of this Agreement duly signed by them;



 


		(b)	the Company will submit to the Dutch Notary in form and substance satisfactory to the Dutch Notary a written
resolution of the shareholders of the Company for:



 


		(i)	the issue of the Subscription Shares to the Contributors;



 


		(ii)	the exclusion of any pre-emption rights in respect of the issue of the Subscription Shares;



 


		(iii)	the approval as referred to in section 2:204 subsection 2 of the Dutch Civil Code of the legal acts contained
in this Agreement and the Deed of Issue;



 


		(iv)	the appointment of Guido Bächler, Dr. Moritz Eidens and Philipp Freese as Directors in accordance
with Clause ‎11.2 with effect as of Completion;



 


		(v)	the entry into between the Company and Dr. Moritz Eidens of the Management Services Agreement Eidens;



 


		(vi)	the entry into between the Company and Philipp Freese of the Management Services Agreement Freese;



 


		(vii)	the dismissal of Mr. M. Messina as Director with effect as of Completion; and



 


		(viii)	the granting of a full and final discharge Mr. M. Messina for his management of the Company;



 


		(c)	the Company will submit to the Dutch Notary in form and substance satisfactory to each of the Contributors
and the Dutch Notary a description of the Contribution Shares as referred to in section 2:204b subsection 1 in conjunction with section
2:204a subsection 1 of the Dutch Civil Code;



 


		(d)	the Company and the Contributors will submit to the Dutch Notary in form and substance satisfactory to
the Dutch Notary powers of attorney for the execution of the Deed of Issue;



 


		(e)	the Company will submit to the Dutch Notary the Company’s original shareholders register;



 


		(f)	the Company and Dr. Moritz Eidens will enter into the Management Services Agreement Eidens;



 


		(g)	the Company and Philipp Freese will enter into the Management Services Agreement Freese;



 


		(h)	the Parties will procure the execution of the Deed of Issue before the Dutch Notary;



 


		(i)	the issue of the Subscription Shares will be registered in the shareholders register of the Company and
filed with the Dutch trade register; and



 


		(j)	the Contributors will submit to the German Notary in form and substance satisfactory to the German Notary
powers of attorney for the notarisation of the Deed of Transfer;



 


		(k)	the Parties will procure the notarisation of the Deed of Transfer before the German Notary.



 






    6


     

    

 


		5.	Warranties of the Contributors



 


Each of the Contributors
warrants to the Company that, on the date hereof and on the Completion Date, the following is correct:


 


		(a)	the Contributor, if a legal Person, is a legal Person duly incorporated and validly existing under the
laws of the jurisdiction of its organisation;



 


		(b)	the obligations expressed to be assumed by the Contributor in this Agreement are legal, valid, binding
and enforceable obligations;



 


		(c)	save for the steps to be taken in Clause ‎4.2 above, the Contributor
has the authority to enter into and perform this Agreement and the Transactions contemplated hereby;



 


		(d)	save for the steps to be taken in Clause ‎4.2 above, the Contributor
has taken all necessary action to authorise the signing and performance of this Agreement and the Transactions contemplated hereby;



 


		(e)	the Contributor, not being S-Innovations-Beteiligungsfinanzierungsgesellschaft Rheinland-Pfalz mbH (S
IFG) or Wagnisfinanzierungsgesellschaft für Technologieförderung in Rheinland-Pfalz mbH (WFT), has waived all rights in his,
her or its silent partnerships in PharmGenomics other than any rights in respect of any interest or repayment of his, her or its silent
partnerships in PharmGenomics;



 


		(f)	the Contributor, being S-Innovations-Beteiligungsfinanzierungsgesellschaft Rheinland-Pfalz mbH (S-IFG)
or Wagnisfinanzierungsgesellschaft für Technologieförderung in Rheinland-Pfalz mbH (WFT), has waived, or caused to waive, all
rights in the following silent partnerships in PharmGenomics, provided, however, that:



 


		(i)	the following provisions of the silent partnership of S-Innovations-Beteiligungsfinanzierungsgesellschaft
Rheinland-Pfalz mbH (S-IFG) with project number 3802700311, in the amount of EUR 150,000, will remain unchanged and continue in full
force and effect: § 1 section (1) “Establishment of the company”, § 2 “Amount of the participation”, §
7 “Duration of the silent partnership”, § 8 “Fiscal year”, § 9 “Remuneration”, § 11 “Loss
participation, subordination”, § 13 section (1) “Information obligations of the participant, proof of use”, §
14 “Control rights of the participation provider”, § 15 “Release from the duty of confidentiality” and §
17 “Repayment of the contribution, maturity”;



 


		(ii)	the following provisions of the silent partnership of Wagnisfinanzierungsgesellschaft für Technologieförderung
in Rheinland-Pfalz mbH (WFT) with project number 3803500022, in the amount of EUR 300,000, as last extended by 2nd supplementary
agreement, will remain unchanged and continue in full force and effect: § 1 section (1) “Amount of participation”, §
2 “Duration of the silent partnership”, § 5 “Participation fee/remuneration/commission”, § 6 “Loss
participation”, § 9 “Release from confidentiality”, § 11 sections (1) up to and including (4) and (7) “Monitoring
and ongoing reporting”, § 12 “Repayment of the contribution”, § 15 “Fiscal year” and § 17 “Supplementary
provision”;



 






    7


     

    

 


		(iii)	the following provisions of the silent partnership of Wagnisfinanzierungsgesellschaft für Technologieförderung
in Rheinland-Pfalz mbH (WFT) with project number 3801400279, in the amount of EUR 50,000.00, will remain unchanged and continue in
full force and effect: § 1 section (1) “Establishment of the company”, § 2 “Amount of the participation”,
§ 7 ” Duration of the silent partnership”, § 8 “Fiscal year”, § 9 “Remuneration”, §
11 “Loss participation, subordination”, § 13 section (1) “Information obligations of the participant, proof of use”,
§ 14 “Control rights of the participant”, § 15 “Release from the duty of confidentiality” and § 18
“Repayment of the contribution, maturity”; and



 


		(iv)	the following provisions of the silent partnership of Wagnisfinanzierungsgesellschaft für Technologieförderung
in Rheinland-Pfalz mbH (WFT) with project number 3803500117, in the amount of EUR 98,634.00, will remain unchanged and continue in
full force and effect: § 1 section (1), “Establishment of the company”, § 2 “Amount of the participation”,
§ 7 “Duration of the silent partnership”, § 8 “Fiscal year”, § 9 “Remuneration”, § 11
“Loss participation, subordination”, § 13 sections (1) and (6) “Participant’s duty to provide information, proof of
use”, § 14 “Participant’s control rights”, § 15 “Release from the duty of confidentiality”, §
17 “Repayment of the contribution, due date” and § 21 section (1) “Supplementary provisions”.



 


The Company accepts these warranties.


 


		6.	Warranties of the Company



 


		6.1	The Company warrants to each of the Contributors that, on the date hereof and on the Completion Date,
the following is correct:



 


		(a)	the Company is a private company with limited liability under Dutch law, duly incorporated and validly
existing under Dutch law;



 


		(b)	the Company Articles of Association read as set out in ‎Schedule
7;



 


		(c)	the Company is registered with the Dutch trade register under number 82122571. The information regarding
the Company registered with the Dutch trade register is correct and complete;



 


		(d)	the Company has not been dissolved or liquidated and no resolution has been adopted to dissolve or liquidate
the Company, nor has any request thereto been filed nor is there any reason to expect the same;



 


		(e)	the Company is not subject to any insolvency proceedings as defined in article 2 point (4) of Regulation
(EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast), or any analogous proceedings
in any jurisdiction, nor have any requests to open any such insolvency proceedings been filed, nor is there any reason to expect the same;



 


		(f)	the Company is not involved in the preparation of a merger or division within the meaning of Book 2 title
7 of the Dutch Civil Code;



 


		(g)	no resolution to reduce the issued share capital of the Company has been adopted;



 


		(h)	with respect to the Company no resolution to make a distribution has been adopted;



 






    8


     

    

 


		(i)	the shareholders register of the Company is up-to-date and complete;



 


		(j)	the obligations expressed to be assumed by the Company in this Agreement are legal, valid, binding and
enforceable obligations;



 


		(k)	save for the steps to be taken in Clause ‎4.2 above, the Company
has the authority to enter into and perform this Agreement and the Transactions contemplated hereby;



 


		(l)	save for the steps to be taken in Clause ‎4.2 above, the Company
has taken all necessary action to authorise the signing and performance of this Agreement and the Transactions contemplated hereby;



 


		(m)	the Company has not conducted any business;



 


		(n)	the Company has not acquired any assets or rights of any kind other than the assets and rights reasonably
acquired in connection with the Transactions and has not incurred any liabilities or obligations of any kind other than the liabilities
and obligations reasonably incurred in connection with the Transactions;



 


		(o)	the Company has not entered into any agreements other than the agreements reasonably entered into in connection
with the Transactions;



 


		(p)	the Company does not have any employees; and



 


		(q)	the Company is not engaged or proposing to engage or directly or indirectly involved in any litigation,
arbitration or other legal proceedings, including civil, administrative, criminal and tax proceedings, and there are no claims or actions
of any kind that are pending, or threatened or expected against the Company or in respect of which the Company is or may be liable vis-à-vis
any other person nor are there any circumstances that could give rise to any litigation, arbitration or other proceedings.



 


Each of the Contributors accepts these
warranties.


 


		6.2	The Company warrants to each of the Contributors that, immediately following Completion, the issued share
capital of the Company will amount to EUR 97,100.00 and will be divided into 9,710,000 ordinary shares with a nominal value of EUR 0.01
each. Each of the Contributors accepts this warranty.



 


		7.	Warranties of PharmGenomics



 


		7.1	PharmGenomics warrants to the Company that, on the date hereof and on the Completion Date, the following
is correct:



 


		(a)	PharmGenomics is a company with limited liability under German law, duly incorporated and validly existing
under German law;



 


		(b)	the PharmGenomics Articles of Association read as set out in ‎Schedule
10;



 


		(c)	PharmGenomics is registered with the trade register B of the local court of Mainz, Germany, under
number HRB 41529. The information regarding PharmGenomics registered with the trade register B of the local court of Mainz, Germany,
is correct and complete;



 


		(d)	PharmGenomics has not been dissolved or liquidated and no resolution has been adopted to dissolve or liquidate
PharmGenomics, nor has any request thereto been filed nor is there any reason to expect the same;



 






    9


     

    

 


		(e)	PharmGenomics is not subject to any insolvency proceedings as defined in article 2 point (4) of Regulation
(EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast), or any analogous proceedings
in any jurisdiction, nor have any requests to open any such insolvency proceedings been filed, nor is there any reason to expect the same;



 


		(f)	PharmGenomics is not involved in the preparation of a measure under the German Transformation Act (Umwandlungsgesetz);



 


		(g)	no resolution to reduce the issued share capital of PharmGenomics has been adopted that has not been implemented
yet;



 


		(h)	with respect to PharmGenomics no resolution to make a distribution has been adopted that has not been
implemented yet;



 


		(i)	the list of shareholders of PharmGenomics is up-to-date and complete;



 


		(j)	the obligations expressed to be assumed by PharmGenomics in this Agreement are legal, valid, binding and
enforceable obligations;



 


		(k)	PharmGenomics has the authority to enter into and perform this Agreement and the Transactions contemplated
hereby;



 


		(l)	save for the steps to be taken in Clause ‎4.2 above, PharmGenomics
has taken all necessary action to authorise the signing and performance of this Agreement and the Transactions contemplated hereby;



 


		(m)	PharmGenomics has at all times conducted its business in accordance with its constitutional documents
and all applicable laws;



 


		(n)	PharmGenomics is not engaged or proposing to engage or directly or indirectly involved in any litigation,
arbitration or other legal proceedings, including civil, administrative, criminal and tax proceedings, and there are no claims or actions
of any kind that are pending, or threatened or expected against PharmGenomics or in respect of which PharmGenomics is or may be liable
vis-à-vis any other person nor are there any circumstances that could give rise to any litigation, arbitration or other proceedings;
and



 


		(o)	Dr. Jochem has waived all rights in his silent partnerships in PharmGenomics other than any rights in
respect of any interest or repayment of his silent partnerships in PharmGenomics.



 


The Company accepts these warranties.


 


		7.2	PharmGenomics shall not be liable for any claim arising out of or in connection with the warranties set
out in Clause ‎7.1 if and to the extent that such claim would result in a situation where the
net assets of PharmGenomics fall short of its registered share capital (Unterbilanz).



 


		8.	No obligation to contribute to losses or deficit



 


No Contributor shall
be obliged to contribute to any losses or deficit of the Company.


 


		9.	No relocation or termination of business



 


		9.1	The Company and PharmGenomics undertake vis-à-vis each Qualifying Existing ISB Subsidiary, by way
of a stipulation in favour of a third party as referred to in section 6:253 of the Dutch Civil Code, that PharmGenomics will not relocate
or terminate its business or any significant part thereof without the prior written approval of each Qualifying Existing ISB Subsidiary.



 






    10


     

    

 


		9.2	Clause ‎9.1 will cease to apply as of the first date on which
no Existing ISB Subsidiary holds any Company Shares or is a creditor of the Company.



 


		10.	Guarantee



 


		10.1	The Company unconditionally and irrevocably guarantees to each Beneficiary, by way of a separate obligation
and therefore not as a surety or co-debtor, the performance of all present and future obligations of PharmGenomics vis-à-vis the
Beneficiary or any Affiliate of the Beneficiary existing on or before Completion Date to pay a sum of money under or in connection with:



 


		(a)	any silent partnership agreement (stille Beteiligung Vertrag) under German law between PharmGenomics
and the Beneficiary or any Affiliate of the Beneficiary existing on the date hereof, as amended from time to time; and



 


		(b)	any loan agreement between PharmGenomics and the Beneficiary or any Affiliate of the Beneficiary existing
on the date hereof, as amended from time to time.



 


		10.2	If PharmGenomics fails to pay to any Beneficiary or any Affiliate of any Beneficiary from time to time
on demand any sum of money which PharmGenomics is at any time liable to pay to the Beneficiary or any Affiliate of the Beneficiary under
or pursuant to any agreement referred to in Clause ‎10.1, the Company shall be liable vis-à-vis
the Beneficiary for these obligations of PharmGenomics as if it were a primary obligor and not a surety.



 


		10.3	The obligations of the Company under Clauses ‎10.1 and ‎10.2
shall be continuing obligations and shall not be impaired or affected by any change in the constitution or control of, or the insolvency,
liquidation or winding up of or by any analogous proceedings in any jurisdiction relating to PharmGenomics.



 


		11.	Board of Directors



 


		11.1	As of Completion and until Conversion, for the time being, the Board of Directors shall consist of three
Directors, who, for the avoidance of doubt, in fact are executive directors.



 


		11.2	As of Completion, for the time being, the Board of Directors shall consist of:



 


		(a)	Guido Bächler, who has been nominated by the Existing Investors;



 


		(b)	Dr. Moritz Eidens, who has been nominated by PharmGenomics; and



 


		(c)	Philipp Freese, who has been nominated by PharmGenomics.



 


		11.3	As of Conversion, for the time being, the Board of Directors shall consist of five Directors, comprising
two Executive Directors and three Non-Executive Directors.



 


		11.4	As of Conversion, for the time being, the Board of Directors shall consist of:



 


		(a)	the following Executive Directors:



 


		(i)	Guido Bächler, with the title of Chief Executive Officer, who has been nominated by the Existing
Investors; and



 


		(ii)	Dr. Moritz Eidens, with the title of Chief Scientific Officer, who has been nominated by PharmGenomics;



 






    11


     

    

 


		(b)	the following Non-Executive Directors:



 


		(i)	Alberto Libanori, who has been nominated by the Existing Investors; and



 


		(ii)	Hans Hekland, who has been nominated by PharmGenomics;



 


		(iii)	one person who has been nominated by the Existing Investors and PharmGenomics jointly, with such nominee
meeting the Nasdaq and SEC qualifications required to serve as the Company’s audit committee chairperson.



 


		11.5	As of Conversion, the Company shall have an Executive Committee. The Executive Committee shall consist
of all Executive Directors and such number of other Executive Officers as the Board of Directors may determine.



 


		11.6	As of Conversion, for the time being, the Executive Committee shall consist of:



 


		(a)	the Executive Directors, with their respective titles;



 


		(b)	Philipp Freese, with the title of Chief Operations Officer, who has been nominated by PharmGenomics; and



 


		(c)	such other Executive Officers with such titles as the Board of Directors may determine.



 


		11.7	As of Completion and until Conversion, the persons named in Clause ‎11.4
but not yet appointed as Director will jointly constitute an advisory board to the Board of Directors. For the avoidance of doubt, such
advisory board is not a corporate body (orgaan) of the Company and as such has no formal authority.



 


		12.	Equity incentive plan



 


The Company shall, in consultation
with PharmGenomics, adopt an omnibus incentive plan or other similar arrangement with due observance of applicable law and stock exchange
rules, as soon as reasonably practicable following completion of the listing of the Company Shares on Nasdaq, reserving a number of Company
Shares representing not more than 12% of the issued share capital of the Company for grant thereunder and with vesting conditions that
are reasonably satisfactory to the Company and PharmGenomics.


 


		13.	Listing on Nasdaq



 


		13.1	The Parties shall use their reasonable best efforts to cause the Company Shares to be approved for listing
on Nasdaq as soon as reasonably practicable after the date of this Agreement and to cause the Company to satisfy any applicable initial
and continuing listing requirements of Nasdaq.



 


		13.2	The Parties shall use their reasonable best efforts to cause the Company to be converted into a public
company under Dutch law after Completion but prior to the listing of the Company Shares on Nasdaq (“Conversion”).



 


		13.3	The Contributors shall use their reasonable best efforts to maintain the composition of the Board of Directors
as set out in Clause ‎11 upon Conversion and at least until the listing of the Company Shares
on Nasdaq shall have been completed.



 


		14.	Notices



 


		14.1	Any notice or other communication in connection with this Agreement shall be in writing and shall be delivered
personally or by courier or sent by registered post or e-mail. Any notice or other communication shall be in the English language.



 






    12


     

    

 


		14.2	Any notice or other communication shall only be effective upon receipt. A notice or other communication
shall be deemed to have been received, if delivered personally, upon receipt, if delivered by courier or sent by registered post, upon
confirmation of receipt, or if sent by e-mail, upon transmission in legible form.



 


		15.	Miscellaneous



 


		15.1	This Agreement constitutes the entire agreement between the Parties in relation to its subject matter
and supersedes any previous written or oral agreements between the Parties to the extent they have any bearing on its subject matter.



 


		15.2	No rights or obligations under this Agreement shall be transferable by a Party without the prior written
consent of the other Parties.



 


		15.3	Except as expressly provided, this Agreement does not contain any stipulation in favour of a third party
as referred to in section 6:253 of the Dutch Civil Code.



 


		15.4	The Parties waive any right they may have at any time to nullify this Agreement in whole or in part under
section 6:228 or 6:229 of the Dutch Civil Code or to dissolve this Agreement in whole or in part under section 6:265 of the Dutch Civil
Code.



 


		15.5	This Agreement may only be amended or supplemented pursuant to a written agreement between the Parties.



 


		15.6	This Agreement may be signed in any number of counterparts. All counterparts together shall constitute
one agreement.



 


		16.	Governing law and competent court



 


		16.1	This Agreement and any non-contractual obligations arising out of or in connection with it shall be exclusively
governed by and construed in accordance with Dutch law.



 


		16.2	Any dispute arising out of or in connection with this Agreement, including a dispute relating to the existence,
validity or termination thereof or any non-contractual obligation arising out of or in connection with it, shall exclusively be resolved
by the Dutch courts. The competent court of Amsterdam, the Netherlands, shall have exclusive jurisdiction to hear any disputes in the
first instance.



 


(Signature pages follow)


 




    13


     

    

  


(Signature page to contribution agreement)


 


	AGREED AND SIGNED ON 29 JULY 2021 BY	 
	 	 
	Dr. M. Eidens	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Dr. S. Prause	 
	 	 	 
	 	 	 
	 	 	 



 


Wagnisfinanzierungsgesellschaft für Technologieförderung
in Rheinland-Pfalz mbH (WFT)


 


	Represented by:	 
	 	 	 
	 	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	 	 	 
	Name:	 	 
	Title:	 	 






 




    14


     

    

  


(Signature page to contribution agreement)


 


S-Innovations-Beteiligungsfinanzierungsgesellschaft
Rheinland-Pfalz mbH (S-IFG)


 





	Represented by:	 
	 	 	 
	 	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	 	 	 
	Name:	 	 
	Title:	 	 


 


Kreditanstalt für Wiederaufbau (KfW)


 





	Represented by:	 
	 	 
	 	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	 	 	 
	Name:	 	 
	Title:	 	 


  






    15


     

    

 


 


 


  


	(Signature page to contribution agreement)	 
	 	 
	Coloalert AS	 
	Represented by:	 
	 	 
	 	 
	Name:	 
	Title:	 
	 	 
	 	 
	Name:	 
	Title:	 
	 	 
	P. Freese	 
	 	 



  



    16


     

    

  


(Signature
page to contribution agreement)


 


Fonds
für Innovation und Beschäftigung Rheinland-Pfalz Unternehmens-Beteiligungsgesellschaft mbH (FIB)


 


	Represented by:	 
	 	 
	 	 
	Name:	 
	Title:	 
	 	 
	 	 
	Name:	 
	Title:	 
	 	 
	Norda ASA	 
	Represented by:	 
	 	 
	 	 
	Name:	 
	Title:	 
	 	 
	 	 
	Name:	 
	Title:	 


  



    17


     

    

  


(Signature
page to contribution agreement)


 


MedSalus
GmbH


  


	Represented by:	 
	 	 
	 	 
	Name:	 
	Title:	 
	 	 
	 	 
	Name:	 
	Title:	 
	 	 
	Dr. J. Felbel	 
	 	 
	 	 
	 	 
	Dr. M. Messina	 
	 	 


 



    18


     

    

  


(Signature
page to contribution agreement)


 


	Technos Invest GmbH	 
	Represented by:	 
	 	 
	 	 
	Name:	 
	Title:	 
	 	 
	 	 
	Name:	 
	Title:	 
	 	 
	J. Schweizer	 
	 	 
	 	 
	G. Bächler	 
	 	 
	 	 
	Chi Ming Chan	 
	 	 


  



    19


     

    

 


(Signature
page to contribution agreement)


 


	Chun Yu Yip	 
	 	 
	 	 
	M. Heyen	 
	 	 
	 	 
	Mainz Biomed B.V.	 
	Represented by:	 
	 	 
	 	 
	Name:	 
	Title:	 
	 	 
	PharmGenomics GmbH	 
	Represented by:	 
	 	 
	 	 
	Name:	 
	Title:	 
	 	 
	 	 
	Name:	 
	Title:	 


  



    20


     

    

  


Schedule
1 – Particulars of the Contributors


  


	Name and address of Contributor	Number of Contribution Shares	Number of Subscription Shares
	
    Dr. M. Eidens

     

    Am Emmerling-Park 22, 55218 Ingelheim, Germany

     
	
    – one share with a nominal value of EUR 7,500.00
    and consecutive number 2;

     

    – one share with a nominal value of EUR 2,083.00
    and consecutive number 4;

     

    – one share with a nominal value of EUR 3,192.00
    and consecutive number 18; and

     

    – one share with a nominal value of EUR 1,931.00
    and consecutive number 38

     
	890,652 ordinary shares with a nominal value of EUR 0.01 each
	
    Dr. S. Prause

     

    Stubenlohstraße 14b, 91052 Erlangen, Germany

     
	one share with a nominal value of EUR 5,832.00 and consecutive number 3	353,208 ordinary shares with a nominal value of EUR 0.01 each
	
    Wagnisfinanzierungsgesellschaft für Technologieförderung
    in Rheinland-Pfalz mbH (WFT)

     

    Holzhofstraße 4, 55116 Mainz, Germany

     
	
    – one share with a nominal value of EUR 2,800.00
    and consecutive number 5; and

     

    – one share with a nominal value of EUR 1,366.00
    and consecutive number 6

     
	252,309 ordinary shares with a nominal value of EUR 0.01 each
	
    S-Innovations-Beteiligungsfinanzierungsgesellschaft
    Rheinland-Pfalz mbH (S-IFG)

     

    Vordere Synagogenstraße 2, 55116 Mainz,
    Germany

     
	
    – one share with a nominal value of EUR 4,166.00
    and consecutive number 7;

     

    – one share with a nominal value of EUR 1,389.00
    and consecutive number 13; and

     

    – one share with a nominal value of EUR 2,743.00
    and consecutive number 20

     
	502.559 ordinary shares with a nominal value of EUR 0.01 each
	
    Kreditanstalt für Wiederaufbau (KfW)

     

    Palmengartenstraße 5-9, 60325 Frankfurt,
    Germany

     
	
    – one share with a nominal value of EUR 4,166.00
    and consecutive number 8;

     

    – one share with a nominal value of EUR 5,555.00
    and consecutive number 14; and

     

    – one share with a nominal value of EUR 10,712.00
    and consecutive number 19

     
	1,237,501 ordinary shares with a nominal value of EUR 0.01 each
	
    Coloalert AS

     

    Storgata 61 H0504, 4307 Sandnes, Norway

     
	
    – one share with a nominal value of EUR 723.00
    and consecutive number 9;

     

    – one share with a nominal value of EUR 2,222.00
    and consecutive number 16;

     

    – one share with a nominal value of
EUR 734.00 and consecutive number 22; 
	821,427 ordinary shares with a nominal value of EUR 0.01 each


 



    21


     

    

  


	Name and address of Contributor	Number of Contribution Shares	Number of Subscription Shares
	 	
    – one share with a nominal value of EUR 3,192.00
    and consecutive number 24;

     

    – one share with a nominal value of EUR 4,030.00
    and consecutive number 36; and

     

    – one share with a nominal value of EUR 2,662.00
    and consecutive number 39

     
	 
	
    Mr. P. Freese

     

    Albert-Schweitzer-Weg 3, 41515 Grevenbroich, Germany

     
	
    – one share with a nominal value of EUR 1,668.00
    and consecutive number 11; and

     

    – one share with a nominal value of EUR 417.00
    and consecutive number 12

     
	126,276 ordinary shares with a nominal value of EUR 0.01 each
	
    Fonds für Innovation und Beschäftigung
    Rheinland-Pfalz Unternehmens-Beteiligungsgesellschaft mbH (FIB)

     

    Holzhofstraße 4, 55116 Mainz, Germany

     
	
    – one share with a nominal value of EUR 1,389.00
    and consecutive number 17; and

     

    – one share with a nominal value of EUR 959.00
    and consecutive number 23

     
	142,204 ordinary shares with a nominal value of EUR 0.01 each
	
    Norda ASA

     

    c/o Andenæsgruppen AS, Stortingsgata 28,
    0161 Oslo, Norway

     
	
    – one share with a nominal value of EUR 1,596.00
    and consecutive number 25; and

     

    – one share with a nominal value of EUR 315.00
    and consecutive number 40

     
	115,738 ordinary shares with a nominal value of EUR 0.01 each
	
    MedSalus GmbH

     

    Sackgasse 5a, 8077 Gössendorf, Austria

     
	
    – one share with a nominal value of EUR 3,192.00
    and consecutive number 26; and

     

    – one share with a nominal value of EUR 3,150.00
    and consecutive number 35

     
	384,399 ordinary shares with a nominal value of EUR 0.01 each
	
    Dr. J. Felbel

     

    Tennelbachstraße 53, 65193 Wiesbaden, Germany

     
	
    – one share with a nominal value of EUR 1,360.00
    and consecutive number 27; and

     

    – one share with a nominal value of EUR 315.00
    and consecutive number 37

     
	101,444 ordinary shares with a nominal value of EUR 0.01 each
	
    Mr. M. Messina

     

    Hermine-Berthold-Straβe 24, 28205 Bremen,
    Germany

     
	one share with a nominal value of EUR 1,486.00 and consecutive number 29	89,998 ordinary shares with a nominal value of EUR 0.01 each



 



    22


     

    

 


	
    Technos Invest GmbH

     

    Am Studio 1, 12489 Berlin, Germany

     
	one share with a nominal value of EUR 1,577.00 and consecutive number 41	95,509 ordinary shares with a nominal value of EUR 0.01 each
	
    Mr. J. Schweizer

     

    Seidlhofstraße 16, 80639 München

     
	
    – one share with a nominal value of EUR 2,083.00
    and consecutive number 10; and

     

    – one share with a nominal value of EUR 889.00
    and consecutive number 28

     
	179,996 ordinary shares with a nominal value of EUR 0.01 each
	
    Mr. G. Baechler

     

    2021 Del Norte Street, Berkeley, CA 94707, USA

     
	one share with a nominal value of EUR 900.00 and consecutive number 30	54,507 ordinary shares with a nominal value of EUR 0.01 each
	
    Mr. Chi Ming Chan

     

    Unit B, 12/F Tower 1, Grand Austin, Austin Road
    West, Kowloon, Hong Kong

     
	
    – one share with a nominal value of EUR 58.00
    and consecutive number 31; and

     

    – one share with a nominal value of EUR 1,180.00
    and consecutive number 32

     
	74,978 ordinary shares with a nominal value of EUR 0.01 each
	
    Mr. Chun Yu Yip

     

    1st Floor, 16 Dumbarton Road, Hong Kong

     
	one share with a nominal value of EUR 1,238.00 and consecutive number 33	74,978 ordinary shares with a nominal value of EUR 0.01 each
	
    Mr. M. Heyen

     

    Heyder Feldweg 50, 52072 Aachen, Germany

     
	one share with a nominal value of EUR 8,294.00 and consecutive number 34	502,317 ordinary shares with a nominal value of EUR 0.01 each


  



    23


     

    

 


Schedule
2 – Particulars of the Investors


 


	Name	Company
    Shares	Company
    Warrants
	Boustead
    & Company Limited	666,667
    ordinary shares with a nominal value of EUR 0.01 each	666,667
    warrants to subscribe for ordinary shares with a nominal value of EUR 0.01 each
	Mrs.
    J. Jakovljević	366,667
    ordinary shares with a nominal value of EUR 0.01 each	366,667
    warrants to subscribe for ordinary shares with a nominal value of EUR 0.01 each
	Felix
    Capital GmbH	333,333
    ordinary shares with a nominal value of EUR 0.01 each	333,333
    warrants to subscribe for ordinary shares with a nominal value of EUR 0.01 each
	Camino
    Capital GmbH	333,333
    ordinary shares with a nominal value of EUR 0.01 each	333,333
    warrants to subscribe for ordinary shares with a nominal value of EUR 0.01 each
	Mr.
    G.A. Wall	180,000
    ordinary shares with a nominal value of EUR 0.01 each	180,000
    warrants to subscribe for ordinary shares with a nominal value of EUR 0.01 each
	Prodigious
    Wealth Limited	60,000
    ordinary shares with a nominal value of EUR 0.01 each	60,000
    warrants to subscribe for ordinary shares with a nominal value of EUR 0.01 each
	Mr.
    J.A.W. Poirier	60,000
    ordinary shares with a nominal value of EUR 0.01 each	60,000
    warrants to subscribe for ordinary shares with a nominal value of EUR 0.01 each
	Mr.
    M. Messina	10,000
    ordinary shares with a nominal value of EUR 0.01 each	10,000
    warrants to subscribe for ordinary shares with a nominal value of EUR 0.01 each
	Boustead
    Securities, LLC	–	280,000
    warrants to subscribe for ordinary shares with a nominal value of EUR 0.01 each


 



    24


     

    

  


Schedule
3 – Deed of Issue


 


[Hard
copy]


 



    25


     

    

  


Schedule
4 – Deed of Transfer


 


[Hard
copy]


  



    26


     

    

 


Schedule
5 – Credit Facility Agreement


 


[Hard
copy]


 



    27


     

    

  


Schedule
6 – Lock-up Agreement


 


[Hard
copy]


  



    28


     

    

 


Schedule
7 – Management Services Agreement Eidens


 


[Hard
copy]


  



    29


     

    

 


Schedule
8 – Management Services Agreement Freese


 


[Hard
copy]


 



    30


     

    

  


Schedule
9 – Company Articles of Association


 


[Hard
copy]


  



    31


     

    

 


Schedule
10 – PharmGenomics Articles of Association


 


[Hard
copy]


 


 


 


32