Exhibit
10.42


 


 





Certain identified information
has been excluded from this Exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly
disclosed.  [***] indicates that information has been redacted.




 








	DATED	20 May 2019



 


CURETIS
GMBH

(as Borrower)


- and
-


CURETIS
N.V.

(as Guarantor)


- and
-


CURETIS
USA INC.

(as Guarantor)


- and
-


ARES
GENETICS GMBH

(as Guarantor)


- and
-


EUROPEAN
INVESTMENT BANK

(as Bank)


AMENDMENT
AND RESTATEMENT AGREEMENT IN RELATION TO

THE FINANCE CONTRACT

DATED 12 DECEMBER 2016


Execution
Version


 







    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.
 
 




    


F3/AMT/ODT/6340505

065362.000006


Hogan
Lovells International LLP, Atlantic House, Holborn Viaduct, London EC1A 2FG


 


CONTENTS





	CLAUSE	 	PAGE
	1.DEFINITIONS AND INTERPRETATION	 	2
	2.AMENDMENT AND RESTATEMENT	 	3
	3.REPRESENTATIONS AND WARRANTIES	 	3
	4.CONSTRUCTION	 	4
	5.AFFIRMATION AND FURTHER ASSURANCE	 	4
	6.MISCELLANEOUS	 	4
	7. GOVERNING LAW AND JURISDICTION	 	5
	 	 	 
	SCHEDULES	 	 
	1.CONDITIONS PRECEDENT	 	6
	 	 	 



 





 




    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.
 
 




    


THIS AGREEMENT is made
on 20 May 2019


BETWEEN:


		(1)	Curetis GmbH, a company incorporated
                                         in Germany, having its registered office at Max-Eyth-Strasse 42, 71088 Holzgerlingen,
                                         Germany (the “Borrower”);



		(2)	Curetis N.V., a company incorporated
                                         in the Netherlands with company number 64302679 and registered office at Max-Eyth-Strasse
                                         42, 71088 Holzgerlingen, Germany (“Curetis NV”);



		(3)	Ares Genetics GmbH, a company
                                         incorporated in Austria with company number FN 468899 H and registered office at Karl-Farkas-Gasse
                                         18, A-1030, Vienna, Austria (“Ares Genetics”);



		(4)	Curetis USA Inc., a company
                                         incorporated under the laws of the State of Delaware with registration number 607544
                                         and having its principal executive office at 10525 Vista Sorrento Parkway, Suite 104,
                                         San Diego, CA 92121, United States of America (“Curetis USA”, and
                                         together with Curetis NV and Ares Genetics, the “Guarantors”); and



		(5)	The European Investment Bank,
                                         having its seat at 100 boulevard Konrad Adenauer, L-2950 Luxembourg (the “Bank”),



WHEREAS:


		(A)	This Agreement is supplemental to
                                         a Finance Contract dated 12 December 2016 and made between the Borrower and the Bank
                                         (the “Finance Contract”), and guaranteed by the Guarantors pursuant
                                         to the Curetis N.V Guarantee, the Curetis USA Guarantee and the Ares Genetics Guarantee
                                         (each as defined below).



		(B)	Pursuant to the Finance Contract
                                         the Bank made available to the Borrower a facility of EUR 25,000,000.



		(C)	The Bank and the Borrower amended
                                         the Finance Contract pursuant to an amendment letter governed by English law, dated 20
                                         April 2018 (the “Amendment Letter”) and made between, the Bank, the
                                         Borrower and the Guarantors. Amongst other things, the Amendment Letter required the
                                         Borrower to satisfy certain additional conditions precedent before it could request a
                                         disbursement of the Second Credit (as defined in the Amended and Restated Finance Contract).



		(D)	The Borrower has failed to satisfy
                                         certain of such conditions precedent. As a result, the Bank agreed to waive certain of
                                         the conditions precedent pursuant to an amendment and waiver letter governed by English
                                         law and dated 21 March 2019 (the “Amendment and Waiver Letter”) made
                                         between, the Bank, the Borrower and the Guarantors.



		(E)	The Bank and the Borrower now wish
                                         to amend the terms of the Finance Contract including (without limitation) by introducing
                                         an obligation on the Borrower to pay PPI (as defined in the Amended and Restated Finance
                                         Contract) together with any repayment





    	1 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.
 
 




    


or prepayment of the
PPI Tranche (as defined in the Amended and Restated Finance Contract).


IT IS AGREED as follows:


		1.	DEFINITIONS AND INTERPRETATION



		1.1	Incorporation of defined terms:
                                         Unless otherwise provided (including in the rest of this Clause 1) or unless the context
                                         otherwise requires, all words and expressions defined in the Finance Contract (as defined
                                         above) shall have the same respective meanings in this Agreement.



		1.2	Definitions: In this Agreement,
                                         the following expressions shall have the following meanings:



“Ares Genetics
Guarantee” means the guarantee and indemnity agreement dated 29 November 2017 entered into between the Bank and Ares
Genetics (as Guarantor) (referred to as the Ares Genetics Guarantee Agreement in the Finance Contract).


“Amended and
Restated Finance Contract” means the amended and restated Finance Contract in the form set out in the Appendix to this
Agreement.


“CP Notification”
means the confirmation given by the Bank to the Borrower that the Bank has received (or has waived its requirement to receive)
all of the documents and/ or evidence set out in Schedule 1 (Conditions Precedent) in each case in form and substance satisfactory
to the Bank.


“Curetis N.V.
Guarantee” means the guarantee and indemnity agreement dated 12 December 2016 entered into between the Bank and Curetis
NV (as Guarantor) (referred to as the Initial Guarantee Agreement in the Finance Contract).


“Curetis USA
Guarantee” means the guarantee and indemnity agreement dated 22 December 2017 entered into between the Bank and Curetis
USA (as Guarantor) (referred to as the Curetis USA Guarantee Agreement in the Amended and Restated Finance Contract).


“Effective
Date” means the date that the Bank gives the CP Notification.


“Party”
means a party to this Agreement.


“New Ares Genetics
Guarantee” means the guarantee agreement to be entered into between the Bank and Ares Genetics (as Guarantor) on or
around the date of this Agreement substantially in the form of the Ares Genetics Guarantee.


“New Curetis
NV Guarantee” means the guarantee agreement to be entered into between the Bank and Curetis NV (as Guarantor) on or
around the date of this Agreement substantially in the form of the Curetis NV Guarantee.




    	2 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.
 
 




    


“New Curetis
USA Guarantee” means the guarantee agreement to be entered into between the Bank and Curetis USA (as Guarantor) on or
around the date of this Agreement substantially in the form of the Curetis USA Guarantee.


“Supplemental
Documents” means the documents set out in paragraph 4 of Schedule 1 (Conditions Precedent).


		1.3	Construction of Schedules:
                                         All defined terms used in Schedule 1 (Conditions Precedent), unless otherwise
                                         provided or unless the context otherwise requires, shall have the meaning attributed
                                         to them in the Amended and Restated Finance Contract (whether or not the Effective Date
                                         shall have occurred).



		1.4	Incorporation of terms: The
                                         Interpretation and Definitions section of the Finance Contract shall apply to this Agreement
                                         as if it were expressly set out in this Agreement with the necessary changes being made
                                         and with each reference in the Finance Contract to “this Agreement” (or to
                                         like references) being deemed to be a reference to this Agreement.



		2.	AMENDMENT AND RESTATEMENT



		2.1	Amendment and restatement:
                                         On the Effective Date, the Finance Contract shall be amended and restated on the terms
                                         set out in the Amended and Restated Finance Contract.



		3.	REPRESENTATIONS AND WARRANTIES



		(a)	The Borrower represents and warrants
                                         that the Repeating Representations in the Amended and Restated Finance Contract are true:



		(i)	as at the date of this Agreement
                                         (whether or not the Effective Date shall have occurred by such date); and



		(ii)	as at the Effective Date,



by reference to the
facts and circumstances existing at such dates.


		(b)	Curetis NV represents and warrants
                                         that the representations set out at articles 6.01 (a) to (e), (g) to (q), and (s) to
                                         (z) (in each case, inclusive) in the Curetis NV Guarantee are true:



		(i)	as at the date of this Agreement
                                         (whether or not the Effective Date shall have occurred by such date); and



		(ii)	as at the Effective Date,



by reference to the facts
and circumstances existing at such dates.




    	3 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.
 
 




    


		(c)	Curetis USA represents and warrants
                                         that the representations set out at articles 5.01 (a) to (e),(g) to (q), and (s) to (aa)
                                         (in each case, inclusive) in the Curetis USA Guarantee are true:



		(i)	as at the date of this Agreement
                                         (whether or not the Effective Date shall have occurred by such date); and



		(ii)	as at the Effective Date,



by reference to the facts
and circumstances existing at such dates.


		(d)	Ares Genetics represents and
                                         warrant that the representations set out at articles 6.01 (a) to (e), and (g) to (n)
                                         (in each case, inclusive) in the Ares Genetics Guarantee are true:



		(i)	as at the date of this Agreement
                                         (whether or not the Effective Date shall have occurred by such date); and



		(ii)	as at the Effective Date,



by reference to the facts
and circumstances existing at such dates.


		4.	CONSTRUCTION



		4.1	Confirmation: Subject to Clause
                                         2 (Amendment and Restatement) and except where inconsistent with the provisions
                                         of this Agreement, the terms of the Finance Contract are confirmed and shall remain in
                                         full force and effect.



		4.2	Construction: As of and after
                                         the Effective Date, the Finance Contract and this Agreement shall be read and construed
                                         as one document and references in the Finance Contract and in each of the Finance Documents
                                         to the Finance Contract shall be read and construed as references to the Finance Contract
                                         as amended and restated by this Agreement.



		4.3	Designation: This Agreement
                                         is hereby designated as a Finance Document.



		5.	AFFIRMATION AND FURTHER ASSURANCE



		5.1	Affirmation:



		(a)	The Borrower and each Guarantor
                                         confirms:



		(i)	its knowledge and acceptance of
                                         the Amended and Restated Finance Contract coming into effect on and from the Effective
                                         Date;



		(b)	In addition, each Guarantor confirms
                                         that from the Effective Date:





    	4 




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		(i)	the guarantee given by it in Curetis
                                         NV Guarantee, the Ares Genetics Guarantee and the Curetis USA Guarantee (as applicable)
                                         will continue in full force and effect; and



		(ii)	such guarantee will extend to
                                         all obligations of the Borrower under the Amended and Restated Finance Contract and the
                                         other Finance Documents.



		5.2	Binding nature: The Bank and
                                         the Borrower hereby agree that, with effect from the Effective Date, they shall be bound
                                         by the terms of the Amended and Restated Finance Contract.



		5.3	Further assurance: The Borrower
                                         shall, at the request of the Bank and at its own expense, do all such acts and things
                                         necessary or desirable to give effect to the amendments effected or to be effected pursuant
                                         to this Agreement.



		6.	MISCELLANEOUS



		6.1	Incorporation of terms: The
                                         provisions of Article 10.04 (Non-Waiver), Article 11.10 (Counterparts),
                                         Article 11.04 (Place of performance), Article 11.08 (Invalidity), Article
                                         11.09 (Amendments) of the Finance Contract shall apply to this Agreement as if
                                         they were expressly set out in this Agreement with the necessary changes being made and
                                         with each reference in the Finance Contract to “this Agreement” or like references
                                         being deemed to be a reference to this Agreement.



		6.2	Third party rights: A person
                                         who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999
                                         (the “Third Parties Act”) to enforce or to enjoy the benefit of any
                                         term of this Agreement.



		7.	GOVERNING LAW AND JURISDICTION



		7.1	Governing law: This Agreement
                                         and any non-contractual obligations arising out of or in connection with it are governed
                                         by and shall be construed and take effect in accordance with English law.



		7.2	Jurisdiction: The provisions
                                         of Article 11.02 (Jurisdiction) of the Finance Contract shall be deemed to be
                                         incorporated herein as if set out in full in this Agreement with the necessary changes
                                         being made and with each reference in the Finance Contract to “this Agreement”
                                         (or like references) being construed as references to this Agreement.



		7.3	Agent of Service: Without
                                         prejudice to any other mode of service allowed under any relevant law, the Borrower hereby
                                         irrevocably appoints Vistra (UK) Ltd., 3rd Floor, 11-12 St James’s Square, London
                                         SW1Y 4LB, United Kingdom as its agent of service for the purposes of accepting service
                                         on its behalf of any writ, notice, order, judgement or other legal process. The Borrower
                                         agrees that failure by a process agent to notify it of the process will not invalidate
                                         the proceedings concerned.



This Agreement has been
entered into on the date stated at the beginning of this Agreement


 





    	5 




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SCHEDULE
1


CONDITIONS
PRECEDENT


		1.	BORROWER



		(a)	A copy of the constitutional
                                         documents of the Borrower.



		(b)	A copy of a resolution passed
                                         at a general meeting of the shareholders of the Borrower:



		(i)	approving the terms of the Supplemental
                                         Documents and resolving that it execute, deliver and perform the Supplemental Documents
                                         to which it is a party;



		(ii)	authorising a specified person
                                         or persons to execute this Agreement on its behalf;



		(iii)	authorising a specified person
                                         or persons, on its behalf, to sign and/or despatch all documents and notices to be signed
                                         and/or despatched by it under or in connection with the Supplemental Documents to which
                                         it is a party; and



		(c)	A certificate of the Borrower
                                         (signed by an authorised signatory):



		(i)	confirming that borrowing or guaranteeing
                                         or securing, as appropriate, the Credit would not cause any borrowing, guarantee, security
                                         or similar limit binding on the Borrower to be exceeded; and



		(ii)	certifying that each copy document
                                         relating to it specified in this Schedule 1 is correct, complete and in full force and
                                         effect and has not been amended or superseded as at a date no earlier than the date of
                                         this Agreement.



		2.	CURETIS NV



		(a)	A copy of the constitutional
                                         documents of Curetis NV.



		(b)	A copy of a resolution of the
                                         management board (raad van bestuur) of Curetis NV:



		(i)	approving the terms of the Supplemental
                                         Documents and resolving that it execute, deliver and perform the Supplemental Documents
                                         to which it is a party;



		(ii)	authorising a specified person
                                         or persons to execute the Supplemental Documents to which it is a party on its behalf;



		(iii)	authorising a specified person
                                         or persons, on its behalf, to sign and/or despatch all documents and notices to be signed
                                         and/or despatched by it





    	6 




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under or in connection
with the Supplemental Documents to which it is a party; and


		(c)	A copy of a resolution of the
                                         supervisory board (raad van commissarissen):



		(i)	approving the terms of the resolution
                                         referred to in paragraph (b);



		(ii)	resolving that the Company execute,
                                         deliver and perform the Supplemental Documents to which it is a party; and



		(d)	A certificate of Curetis NV (signed
                                         by an authorised signatory):



		(i)	confirming that borrowing or guaranteeing
                                         or securing, as appropriate, the Credit would not cause any borrowing, guarantee, security
                                         or similar limit binding on that Guarantor to be exceeded; and



		(ii)	certifying that each copy document
                                         relating to it specified in this Schedule 1 is correct, complete and in full force and
                                         effect and has not been amended or superseded as at a date no earlier than the date of
                                         this Agreement.



		3.	CURETIS USA



		(a)	A copy of the constitutional
                                         documents of Curetis USA.



		(b)	A copy of a resolution of the
                                         board of directors of Curetis USA:



		(i)	approving the terms of the Supplemental
                                         Documents and resolving that it execute, deliver and perform the Supplemental Documents
                                         to which it is a party;



		(ii)	authorising a specified person
                                         or persons to execute the Supplemental Documents to which it is a party on its behalf;



		(iii)	authorising a specified person
                                         or persons, on its behalf, to sign and/or despatch all documents and notices to be signed
                                         and/or despatched by it under or in connection with the Supplemental Documents to which
                                         it is a party;



		(c)	A copy of a resolution of the
                                         sole shareholder of Curetis USA:



		(i)	approving the terms of the Supplemental
                                         Documents and resolving that it execute, deliver and perform the Supplemental Documents
                                         to which it is a party;



		(ii)	authorising a specified person
                                         or persons to execute the Supplemental Documents to which it is a party on its behalf;
                                         and





    	7 




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		(iii)	authorising a specified person
                                         or persons, on its behalf, to sign and/or despatch all documents and notices to be signed
                                         and/or despatched by it under or in connection with the Supplemental Documents to which
                                         it is a party;



		(d)	A copy of the Action by Unanimous
                                         Written Consent of the Board dated 22 March 2019 confirming the incumbency of Curetis
                                         USA’s officers;



		(e)	A copy of the Action by Written
                                         Consent of the Stockholder dated 22 March 2019 confirming the incumbency of Curetis USA’s
                                         directors;



		(f)	To the extent required by the
                                         Bank, a specimen of the signature of each person authorised by the resolution referred
                                         to in paragraph (b) above;



		(g)	A certificate of Curetis USA
                                         (signed by an authorised signatory):



		(i)	confirming that borrowing or guaranteeing
                                         or securing, as appropriate, the Credit would not cause any borrowing, guarantee, security
                                         or similar limit binding on that Guarantor to be exceeded; and



		(ii)	certifying that each copy document
                                         relating to it specified in this Schedule 1 is correct, complete and in full force and
                                         effect and has not been amended or superseded as at a date no earlier than the date of
                                         this Agreement.



		4.	ARES GENETICS



		(a)	A copy of the constitutional
                                         documents of Ares Genetics.



		(b)	A copy of a resolution passed
                                         by the shareholder of Ares Genetics:



		(i)	approving the terms of the Supplemental
                                         Documents and resolving that it execute, deliver and perform the Supplemental Documents
                                         to which it is a party;



		(ii)	authorising a specified person
                                         or persons to execute the Supplemental Documents to which it is a party on its behalf;



		(iii)	authorising a specified person
                                         or persons, on its behalf, to sign and/or despatch all documents and notices to be signed
                                         and/or despatched by it under or in connection with the Supplemental Documents to which
                                         it is a party;



		(c)	A certificate of Ares Genetics
                                         (signed by an authorised signatory):



		(i)	confirming that borrowing or guaranteeing
                                         or securing, as appropriate, the Credit would not cause any borrowing, guarantee, security
                                         or similar limit binding on that Guarantor to be exceeded; and





    	8 




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		(ii)	certifying that each copy document
                                         relating to it specified in this Schedule 1 is correct, complete and in full force and
                                         effect and has not been amended or superseded as at a date no earlier than the date of
                                         this Agreement.



		5.	LEGAL OPINIONS



		(a)	A legal opinion of Hogan Lovells
                                         International LLP, legal advisors to the Bank as to English law, substantially in the
                                         form distributed to the Bank prior to signing this Agreement.



		(b)	A legal opinion of CMS Hasche
                                         Sigle, Partnerschaft von Rechtsanwälten und Steuerberatern mbB, legal advisers to
                                         the Borrower as to German law, on the valid existence of the Borrower, the authority
                                         and capacity of the Borrower to enter into this Agreement, substantially in the form
                                         distributed to the Bank prior to signing this Agreement.



		(c)	A legal opinion of California
                                         Counsel Group Inc., legal advisers to the Borrower as to Delaware law, on the valid existence
                                         of Curetis USA, the authority and capacity of Curetis USA to enter into the New Curetis
                                         USA Guarantee and on the due execution and choice of law of the New Curetis USA Guarantee,
                                         substantially in the form distributed to the Bank prior to signing this Agreement.



		(d)	A legal opinion of CMS Derks
                                         Star Busmann NV, legal advisers to the Borrower as to Dutch law, on the valid existence
                                         of Curetis NV, the authority and capacity of Curetis NV to enter into the New Curetis
                                         NV Guarantee and on the due execution and choice of law of the New Curetis NV Guarantee,
                                         substantially in the form distributed to the Bank prior to signing this Agreement.



		(e)	A legal opinion of CMS Reich-Rohrwig
                                         Hainz Rechtsanwälte GmbH, legal advisers to the Borrower as to Austrian law, on
                                         the valid existence of Ares Genetics, the authority and capacity of Ares Genetics to
                                         enter into the New Ares Genetics Guarantee and on the due execution and choice of law
                                         of the New Ares Genetics Guarantee, substantially in the form distributed to the Bank
                                         prior to signing this Agreement.



		6.	SUPPLEMENTAL DOCUMENTS



		(a)	This Agreement, executed by the
                                         Parties.



		(b)	The New Curetis NV Guarantee,
                                         executed by the Parties thereto.



		(c)	The New Curetis USA Guarantee,
                                         executed by the Parties thereto.



		(d)	The New Ares Genetics Guarantee,
                                         executed by the Parties thereto.



		7.	OTHER DOCUMENTS AND EVIDENCE





    	9 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.
 
 




    


		(a)	Evidence that the process agent
                                         referred to in clause 7.3 (Agent of Service) has accepted its appointment; and
                                         evidence that the process agent referred to in the New Curetis NV Guarantee, the New
                                         Curetis USA Guarantee and/or the New Ares Genetics Guarantee has accepted its appointment.



		(b)	A group structure chart of the
                                         Group as at the date of this Agreement.



		(c)	Evidence that any fees, costs
                                         and expenses then due from the Borrower have been paid or will be paid by the Effective
                                         Date.



		(d)	A copy of any other Authorisation
                                         or other document, opinion or assurance which the Bank considers to be reasonably necessary
                                         or desirable (if it has notified the Borrower accordingly) in connection with the entry
                                         into and performance of the transactions contemplated by this Agreement or for the validity
                                         and enforceability of any Finance Document.





    	10 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.
 
 




    



EXECUTION
PAGES


THE
BORROWER


Curetis
GmbH


By:
/s/ Oliver Schacht


Name:
Oliver Schacht, Ph.D


Title:
Managing Director


By: /s/ Johannes Bacher


Name: Johannes Bacher


Title: Managing Director


THE GUARANTORS


Curetis N.V.


By: /s/ Achim Plum


Name: Dr Achim Plum


Title: CBO


By: /s/ Johannes Bacher


Name: Johannes Bacher


Title: COO




    	11 




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Curetis USA Inc.


By: /s/ Chris Emery


Name: Chris Emery


Title: President and CEO


By: /s/ Oliver Schacht


Name: Oliver Schacht, Ph.D


Title: CFO and Chairman of
the Board


Ares Genetics GmbH


By: /s/ Andreas Posch


Name: Dr. Andreas Posch


Title: Managing Director
and CEO


By: /s/ Achim Plum


Name: Dr Achim Plum


Title: Managing Director




    	12 




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THE BANK


EUROPEAN INVESTMENT BANK

acting by its duly authorised signatory


	By: /s/ Donald Fitzpatrick

        Name: Donald Fitzpatrick

        Title: Head of Division
	By: /s/ Oksana Seasenko

        Name: Oksana Seasenko

        Title: Transaction
        Monitoring Officer

	 	 


 




    	13 




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APPENDIX


The
Amended and Restated Finance Contract


{*inserted
overleaf*}


 






    	2 




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Fl
N° 86508 / 87226

Serapis N° 2016-0480


 


Curetis
(EGFF)


Finance
Contract


as
amended and restate pursuant to the Amendment and Restatement Agreement dated 20 May2019


between
the


European
Investment Bank


and


Curetis
GmbH


Luxembourg


on 2016


Execution
Version


 


 




    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.
 
 




    


 




	ARTICLE 1	19
	1.01   Amount
    of Credit	19
	1.02   Disbursement
    procedure	19
	1.03   Currency
    of disbursement	21
	1.04   Conditions
    of disbursement	21
	1.05   Second
    Credit	23
	1.06   Deferment
    of disbursement	24
	1.07   Cancellation
    and suspension	24
	1.08   Cancellation
    after expiry of the Credit	25
	1.09   Sums
    due under Article 1	25
	ARTICLE 2	26
	2.01   Amount
    of Loan	26
	2.02   Currency
    of repayment, interest and other charges	26
	2.03   Confirmation
    by the Bank	26
	ARTICLE 3	26
	3.01   Rate
    of interest – Cash Pay Margin	26
	3.02   Rate
    of interest – Deferred Interest	26
	3.03   Interest
    on overdue sums	27
	3.04   Market
    Disruption Event	27
	3.05   PPI	28
	ARTICLE 4	28
	4.01   Normal
    repayment	28
	4.02   Voluntary
    prepayment	28
	4.03   Compulsory
    prepayment	29
	4.04   General	32
	ARTICLE 5	32
	5.01   Day
    count convention	32
	5.02   Time
    and place of payment	32
	5.03   No
    set-off by the Borrower	33
	5.04   Disruption
    to Payment Systems	33
	5.05   Application
    of sums received	33
	ARTICLE 6	34
	6.01   Use
    of Loan and availability of other funds	34
	6.02   Completion
    of Project	34


 


    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.
 
 




    




	6.03   Increased
    cost of Project	34
	6.04   Procurement
    procedure	34
	6.05   Continuing
    Project undertakings	34
	6.06   Disposal
    of assets	36
	6.07   Compliance
    with laws; Hedging	36
	6.08   Change
    in business	36
	6.09   Merger	36
	6.11   Books
    and records	38
	6.12   Acquisitions	38
	6.13   Indebtedness	38
	6.14   Guarantees	38
	6.15   Permitted
    Payments	38
	6.16   Intellectual
    Property Rights	38
	6.17   Maintenance
    of Status	38
	6.18   Eligibility
    Prerequisites	39
	6.19   Illicit
    origin	39
	6.20   Visibility	39
	6.21   Loans	39
	6.22   General
    Representations and Warranties	39
	ARTICLE 7	42
	7.01   Guarantee	42
	7.02   Negative
    pledge	42
	7.03   Pari
    passu ranking	44
	7.04   Clauses
    by inclusion	44
	ARTICLE 8	44
	8.01   Information
    concerning the Project  The Borrower shall:	44
	8.02   Information
    concerning the Borrower  The Borrower shall:	45
	8.03   Visits
    by the Bank	47
	8.04   Disclosure
    and publication	47
	8.05   Information
    required by an Accountant	48
	ARTICLE 9	48
	9.01   Taxes,
    duties and fees	48
	9.02   Other
    charges	48
	9.03   Increased
    costs, indemnity and set-off	49


 


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	9.04   Accountant
    fees	49
	ARTICLE 10	49
	10.01   Right
    to demand repayment	49
	10.02   Other
    rights at law	51
	10.03   Indemnity	51
	10.04   Non-Waiver	51
	ARTICLE 11	51
	11.01   Governing
    Law	51
	11.02   Jurisdiction	52
	11.03   Agent
    of Service	52
	11.04   Place
    of performance	52
	11.05   Evidence
    of sums due	53
	11.06   Third
    party rights	53
	11.07   Entire
    Agreement	53
	11.08   Invalidity	53
	11.09   Amendments	53
	11.10   Counterparts	53
	ARTICLE 12	53
	12.01   Notices
    to either party	53
	12.02   Form
    of notice	54
	12.03   Recitals
    and Schedules	54
	Schedule
    A	56
	Schedule
    B	60
	Schedule
    C	62
	Schedule
    D	64
	Schedule
    E	66
	Schedule
    F	67


 


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THIS
CONTRACT IS MADE ON 12 DECEMBER 2016 (AND REFERENCES TO “THE DATE OF THIS CONTRACT” SHALL BE CONSTRUED ACCORDINGLY)
AND IS SET OUT BELOW AS AMENDED AND RESTATED PURSUANT TO THE AMENDMENT AND RESTATEMENT AGREEMENT (AS DEFINED BELOW) BETWEEN:


	The
    European Investment Bank having its seat at 100 boulevard Konrad Adenauer, L-2950 Luxembourg, represented by Vice-President  Ambroise
    Fayolle	(the
    “Bank”)


 


of
the first part, and


	Curetis
    GmbH, a company incorporated in Germany, having its registered office at Max-Eyth-Strasse 42, 71088 Holzgerlingen, Germany,
    represented by its Managing Directors Oliver Schacht and Johannes Bacher	(the
    “Borrower”)


 


of
the second part.


 




    	5 




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WHEREAS:


		(1)	The
                                         Borrower has stated that it is undertaking a project as more particularly described in
                                         the technical description (the “Technical Description”) set out in
                                         Schedule A (the “Project”).



		(2)	The
                                         total cost of the Project, as estimated by the Bank, is EUR 50,000,000 (fifty million
                                         euros) and the Borrower has stated that it intends to finance the Project as follows:



	Source	Amount
    (EUR m)
	Own
    funds	25,000,000
	Credit
    from the Bank	25,000,000
	TOTAL	50,000,000


 


		(3)	In
                                         order to fulfil the financing plan set out in Recital (2), the Borrower has requested
                                         from the Bank a credit of EUR 25,000,000 (twenty five million euros).



		(4)	The
                                         Bank considering that the financing of the Project falls within the scope of its functions,
                                         and having regard to the statements and facts cited in these Recitals, has decided to
                                         give effect to the Borrower’s request providing to it a credit in an amount of
                                         EUR 25,000,000 (twenty five million euros) under this Finance Contract (the “Contract”);
                                         provided that the amount of the Bank loan shall not, in any case, exceed 50% (fifty per
                                         cent) of the total cost of the Project set out in Recital (2).



		(5)	The
                                         Managing Directors of the Borrower have authorised the borrowing of the sum of EUR 25,000,000
                                         (twenty five million euros) represented by this credit on the terms and conditions set
                                         out in this Contract and it has been duly certified that such borrowing is within the
                                         corporate powers of the Borrower.



		(6)	The
                                         financial obligations of the Borrower under this Contract are guaranteed by Curetis NV,
                                         Curetis USA and Ares Genetics (each as defined below) under:



(a)
a guarantee and indemnity agreement entered into between the Bank and Curetis NV, governed by English law and dated 12 December
2016 (the “Initial Guarantee Agreement”);


(b)
the guarantee and indemnity agreement entered into between the Bank and Ares Genetics, governed by English law and dated 29 November
2017 (the “Ares Genetics Guarantee Agreement”); and


(c)
the guarantee and indemnity agreement entered into between the Bank and Curetis USA, governed by English law and dated 22 December
2017 (the “Curetis USA Guarantee Agreement”).


		(7)	This
                                         operation benefits from a guarantee from the European Union under the European Fund for
                                         Strategic Investments (“EFSI”).



		(8)	The
                                         statute of the Bank provides that the Bank shall ensure that its funds are used as rationally
                                         as possible in the interests of the European Union; and, accordingly, the terms and conditions
                                         of the Bank’s loan operations must be consistent with relevant policies of the
                                         European Union.


 



    	6 




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		(9)	The
                                         Bank considers that access to information plays an essential role in the reduction of
                                         environmental and social risks, including human rights violations, linked to the projects
                                         it finances and has therefore established its transparency policy, the purpose of which
                                         is to enhance the accountability of the EIB Group towards its stakeholders and the citizens
                                         of the European Union in general.



		(10)	The
                                         processing of personal data shall be carried out by the Bank in accordance with applicable
                                         European Union legislation on the protection of individuals with regard to the processing
                                         of personal data by the European Union institutions and bodies and on the free movement
                                         of such data.



NOW
THEREFORE it is hereby agreed as follows:


INTERPRETATION
AND DEFINITIONS


(a)
Interpretation


In
this Contract:


		(i)	References
                                         to Articles, Recitals, Schedules and Annexes are, save if explicitly stipulated otherwise,
                                         references respectively to articles of, and recitals, schedules and annexes to this Contract.



		(ii)	References
                                         to a provision of law are references to that provision as amended or reenacted.



		(iii)	References
                                         to any other agreement or instrument are references to that other agreement or instrument
                                         as amended, novated, supplemented, extended or restated.



		(iv)	References
                                         to “accrued interest” includes any Deferred Interest.



(b)
Definitions


In
this Contract:


“Acceptance
Deadline” for a notice means:


		(a)	16h00
                                         Luxembourg time on the day of delivery, if the notice is delivered by 14h00 Luxembourg
                                         time on a Business Day; or



		(b)	11h00
                                         Luxembourg time on the next following day which is a Business Day, if the notice is delivered
                                         after 14h00 Luxembourg time on any such day or is delivered on a day which is not a Business
                                         Day.



“Accountant”
means any firm of accountants approved in advance by the Bank (such approval not to be unreasonably withheld or delayed).


“Accounting
Reference Date” means 31 December.


“Affiliates”
means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that
Holding Company.


“Amendment
and Restatement Agreement” means the amendment and restatement agreement in relation to this Contract made between the
Bank, the Borrower, Curetis NV, Ares Genetics and Curetis USA and dated 20 May 2019.


 




    	7 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.
 
 




    


“Ares
Genetics” means Ares Genetics GmbH (a company incorporated in Austria with company number FN 468899 H and registered
office at Karl-Farkas-Gasse 18, A-1030, Vienna, Austria).


“Authorisation”
means an authorisation, permit, consent, approval, resolution, licence, exemption, filing, notarisation or registration.


“BPE”
means, the British Private Equity & Venture Capital Association.


“Business
Day” means a day (other than a Saturday or Sunday) on which the Bank and commercial banks are open for general business
in Luxembourg.


“Cash
Pay Margin” has the meaning given in Article 3.01.


“Change-of-Control
Event” has the meaning given to it in Article 4.03A(3).


“Change
in the Beneficial Ownership” means a change in the ultimate ownership or control of the Borrower according to the definition
of “beneficial owner” set out in article 3(6) of Directive 2015/849 of the European Parliament and of the Council
of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing.


“Change-of-Law
Event” has the meaning given to it in Article 4.03A(4).


“Compliance
Certificate” means a certificate substantially in the form set out in Schedule D.2.


“Contract”
has the meaning given to it in Recital (4).


“Credit”
means the First Credit and the Second Credit.


“Curetis
NV” means Curetis NV (a company incorporated in the Netherlands with company number 64302679 and registered office at
Max-Eyth-Strasse 42, 71088 Holzgerlingen, Germany).


“Curetis
NV Exchange” means each of the Euronext Amsterdam and the Euronext Brussels exchanges (or, in each case, any replacement
exchange).


“Curetis
UK” means Curetis UK Limited (a company incorporated in England and Wales with company number 10164457 and registered
office at c/o Buzzacott, 130 Wood Street, London EC2V 6DL, United Kingdom).


“Curetis
USA” means Curetis USA Inc, (a company incorporated under the laws of the State of Delaware with registration number
607544 and having its principal executive office at 10525 Vista Sorrento Parkway, Suite 104, San Diego, CA 92121, United States
of America).


“Deferment
Indemnity” means an indemnity calculated on the amount of disbursement deferred or suspended at the percentage rate
(if higher than zero) by which:


		-	the
                                         interest rate that would have been applicable to such amount had it been disbursed to
                                         the Borrower on the Scheduled Disbursement Date



exceeds


		-	EURIBOR
                                         (one month rate) less 0.125% (12.5 basis points), unless this value is less than zero,
                                         in which case it will be set at zero.



Such
indemnity shall accrue from the Scheduled Disbursement Date to the Disbursement Date or, as the case may be, until the date of
cancellation of the Notified Tranche in accordance with this Contract.


“Deferred
Interest” means the component of the interest defined in Article 3.02.


 




    	8 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.
 
 




    


“Deferred
Interest Rate” means the rate of interest quantified in Article 3.02.


“Disbursement
Date” means the date on which actual disbursement of a Tranche is made by the Bank.


“Disbursement
Notice” means a notice from the Bank to the Borrower pursuant to and in accordance with Article 1.02C.


“Disbursement
Request” means a notice substantially in the form set out in Schedule C.1.


“Disruption
Event” means either or both of:


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



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



		(i)	from
                                         performing its payment obligations under this Contract; or



		(ii)	from
                                         communicating with other parties in accordance with the terms of this Contract,



and
which disruption (in either such case as per (a) or (b) above) is not caused by, and is beyond the control of, the party whose
operations are disrupted.


“EBITDA”
means, in respect of any Relevant Period, the consolidated operating profit of the Group before taxation (excluding the results
from discontinued operations):


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



		(b)	not
                                         including any accrued interest owing to any member of the Group;



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



		(d)	before
                                         taking into account any Exceptional Items;



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



		(f)	plus
                                         or minus the Group’s share of the profits or losses (after finance costs and
                                         tax) of Non-Group Entities;



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



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



in
each case, to the extent added, deducted or taken into account, as the case may be, for the purposes of determining operating
profits of the Group before taxation.


 




    	9 




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“Effective
Date” has the meaning given to that term in the Amendment and Restatement Agreement.


“EFSI”
has the meaning given in Recital (7).


“EFSI
Regulation” means the Regulation 2015/1017 of the European Parliament and of the Council of 25 June 2015 on the European
Fund for Strategic Investments.


“Environment”
means the following, in so far as they affect human health and social well-being:


		(a)	fauna
                                         and flora;



		(b)	soil,
                                         water, air, climate and the landscape; and



		(c)	cultural
                                         heritage and the built environment,



and
includes, without limitation, occupational and community health and safety.


“Environmental
Approval” means any Authorisation required by Environmental Law.


“Environmental
Claim” means any claim, proceeding, formal notice or investigation by any person in respect of any Environmental Law.


“Environmental
Law” means:


		(a)	European
                                         Union law, including principles and standards;



		(b)	national
                                         laws and regulations; and



		(c)	applicable
                                         international treaties,



of
which a principal objective is the preservation, protection or improvement of the Environment.


“EURIBOR”
has the meaning given to it in Schedule B.


“EUR”
or “euro” means the lawful currency of the Member States of the European Union which adopt or have adopted
it as their currency in accordance with the relevant provisions of the Treaty on European Union and the Treaty on the Functioning
of the European Union or their succeeding treaties.


“Event
of Default” means any of the circumstances, events or occurrences specified in Article 10.01.


“Exceptional
Items” means any material items of an unusual or non-recurring nature which represent gains or losses including those
arising on:


		(a)	the
                                         restructuring of the activities of an entity and reversals of any provisions for the
                                         cost of restructuring;



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



		(c)	disposals
                                         of assets associated with discontinued operations; and



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



“FDA”
means the US Food and Drugs Administration.


“Final
Availability Date” means the date falling 36 months after the date of this Contract.


 




    	10 




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“Finance
Document” means this Contract, any Guarantee Agreement, the Amendment and Restatement Agreement and any other document
designated from time to time as such between the Bank and the Borrower.


“Finance
Lease” means any lease or hire purchase contract which would, in accordance with IFRS, be treated as a finance or capital
lease.


“Financial
Quarter” means the period commencing on the day after one Quarter Date and ending on the next Quarter Date.


“Financial
Year” means the annual accounting period of the Group ending on the Accounting Reference Date.


“Fixed
Rate” means an annual interest rate determined by the Bank in accordance with the applicable principles from time to
time laid down by the governing bodies of the Bank for loans made at a fixed rate of interest, denominated in the currency of
the Tranche and bearing equivalent terms for the repayment of capital and the payment of interest.


“Floating
Rate” means a fixed-spread floating interest rate, that is to say an annual interest rate determined by the Bank for
each successive Floating Rate Reference Period equal to EURIBOR plus the Cash Pay Margin.


“Floating
Rate Reference Period” means each period from one Payment Date to the next relevant Payment Date; the first Floating
Rate Reference Period shall commence on the date of disbursement of the Tranche.


“GAAP”
means generally accepted accounting principles in Germany and the Netherlands including IFRS.


“Group”
means Curetis NV and its Affiliates from time to time, and the Borrower and its Affiliates (other than Curetis UK).


“Guarantee”
means any guarantee and indemnity that is the subject of a Guarantee Agreement.


“Guarantee
Agreement” means the Initial Guarantee Agreement and/or any Subsequent Guarantee Agreement.


“Guarantor”
means any person which enters into a Guarantee Agreement in the capacity as a guarantor.


“Hedging
Policy” means any derivative transaction by a member of the Group to hedge actual or projected exposure arising in the
ordinary course of trading or any derivative instrument of a member of the Group which is accounted for on a hedge accounting
basis and does not include any derivative transaction and/or instrument for speculative purposes.


“Holding
Company” means, in relation to a person, any other person in respect of which it is a Subsidiary.


“IFRS”
means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant
financial statements.


“Illegal
Activities” means any of the following illegal activities or activities carried out for illegal purposes: tax evasion,
tax fraud, fraud, corruption, coercion, collusion, obstruction, money laundering, financing of terrorism, organised crime or any
illegal activity that may affect the financial interests of the EU, according to applicable laws.


 




    	11 




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“Indebtedness”
means any:


		(a)	obligations
                                         for borrowed money;



		(b)	indebtedness
                                         under any acceptance credit;



		(c)	indebtedness
                                         under any bond, debenture, note or similar instrument;



		(d)	instrument
                                         under any bill of exchange;



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



		(f)	indebtedness
                                         under any Finance Lease;



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



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



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



		(j)	indebtedness
                                         arising under a securitisation; or



		(k)	other
                                         transaction which has the commercial effect of borrowing.



“Indemnifiable
Prepayment Event” means a Prepayment Event other than those specified in Articles 4.03A(2) or 4.03A(5).


“Initial
Guarantee Agreement” has the meaning given to it in Recital (6).


“Intellectual
Property Rights” means, including without limitation, intellectual property of every designation (including patents,
utility patents, copyrights, design rights, trademarks, service marks and know how) whether capable of registration or not.


“IPEV
Valuation Standards” means, the International Private Equity and Venture Capital Valuation Guidelines published by,
amongst others, BPE in December 2018 as may be amended, updated or replaced from time-to-time.


“Joint
Venture” means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture
or partnership or any other entity.


“Lead
Organisation” means reputable international, standard-setting institutions and organisations including the European
Union, the United Nations, the International Monetary Fund, the Financial Stability Board, the Financial Action Task Force and
the Organisation for Economic Co-operation and Development Global Forum on Transparency and Exchange of Information for Tax Purposes.


“Loan”
means the aggregate amount of Tranches disbursed from time to time by the Bank under this Contract.


“Market
Capitalisation” means:


		(a)	at
                                         any time that:


 



    	12 




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		(i)	Curetis
                                         NV holds all the voting shares in the Borrower, and



		(ii)	Curetis
                                         NV is listed on the Curetis NV Exchange or another regulated market exchange,



the
market value (as determined by the Bank) of the Borrower on a PPI Demand Date calculated as the sum of:


		(i)	the
                                         non-weighted average closing price per share over the 90 Trading Days prior to that PPI
                                         Demand Date, multiplied by the total number of issued shares as at that PPI Demand Date;
                                         and



		(ii)	the
                                         aggregate of all dividends and other distributions or similar payments made to any shareholder
                                         of Curetis NV in the period from the Disbursement Date of the PPI Tranche until the relevant
                                         PPI Payment Date; and



		(b)	at
                                         any other time, the sum of (as determined by the Bank):



		(i)	the
                                         market value of the Borrower on a PPI Demand Date as determined by an Accountant (at
                                         the cost of the Borrower) in accordance with IPEV Valuation Standards;



		(ii)	the
                                         aggregate of all dividends and other distributions or similar payments made to any shareholder
                                         of Curetis NV in the period from the Disbursement Date of the PPI Tranche until the relevant
                                         PPI Payment Date.



“Market
Disruption Event” means any of the following circumstances:


		(a)	there
                                         are, in the reasonable opinion of the Bank, events or circumstances adversely affecting
                                         the Bank’s access to its sources of funding;



		(b)	in
                                         the opinion of the Bank, funds are not available from its ordinary sources of funding
                                         in order to adequately fund a Tranche in the relevant currency and/or for the relevant
                                         maturity and/or in relation to the reimbursement profile of such Tranche;



		(c)	in
                                         relation to a Tranche in respect of which interest is or would be payable at Floating
                                         Rate:



		(A)	the
                                         cost to the Bank of obtaining funds from its sources of funding, as determined by the
                                         Bank, for a period equal to the Floating Rate Reference Period of such Tranche (i.e.
                                         in the money market) would be in excess of EURIBOR;



		or	



		(B)	the
                                         Bank determines that adequate and fair means do not exist for ascertaining EURIBOR for
                                         the relevant currency of such Tranche or it is not possible to determine EURIBOR in accordance
                                         with the definition contained in Schedule B.



“Material
Adverse Change” means, any event or change of condition, which, in the reasonable opinion of the Bank has a material
adverse effect on:


		(a)	the
                                         ability of any Obligor to perform its obligations under any Finance Document to which
                                         it is party;



		(b)	the
                                         business, operations, property or financial conditions or prospects of any Obligor or
                                         the Group as a whole; or


 



    	13 




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		(c)	the
                                         validity or enforceability of, or the effectiveness or ranking of, or the value of any
                                         security granted to the Bank, or the rights or remedies of the Bank under any Finance
                                         Document.



“Material
Subsidiary” means any Subsidiary of Curetis NV from time to time, whose gross revenues, total assets or EBITDA represents
not less than 10% (ten per cent) of (i) the consolidated gross revenues of the Group taken as a whole and attributable to the
shareholders of the Borrower or, (ii) the consolidated total assets of the Group taken as a whole or, (iii) as the case may be,
the consolidated EBITDA of the Group taken as a whole, as each of the foregoing is calculated based on the then latest consolidated
audited accounts of the Group.


“Maturity
Date” means, in relation to each Tranche, the date falling on the 5th anniversary of the Scheduled Disbursement Date
of that Tranche.


“Non-Group
Entity” means any investment or entity (which is not itself a member of the Group (including associates and Joint Ventures))
in which any member of the Group has an ownership interest.


“Notified
Tranche” means a Tranche in respect of which the Bank has issued a Disbursement Notice.


“Obligor”
means the Borrower and any Guarantor.


“Payment
Date” means quarterly, semi-annual or annual dates specified in the Disbursement Notice of a Tranche until, and including
the Maturity Date for such Tranche, save that, in case any such date is not a Relevant Business Day, it means for a Tranche, the
next day, if any, of that calendar month that is a Relevant Business Day or, failing that, the nearest preceding day that is a
Relevant Business Day, in all cases with corresponding adjustment to the interest due under Article 3.01.


“Permitted
Acquisition” means an acquisition:


		(a)	by
                                         the Borrower or any other member of the Group of shares or other ownership interests
                                         by way of acquisition of a wholly owned shelf company, provided that such company is
                                         incorporated in a country that is a member of either or both of the European Union or
                                         the Organisation of Economic Co-Operation and Development;



		(b)	for
                                         which the prior written consent of the Bank has been received;



		(c)	of
                                         the Gyronimo platform and all related intellectual property, know-how and assets from
                                         Carpegen and Systec (the “Gyronimo Acquisition”) for (i) an initial
                                         up front-payment of no more than EUR 5,000,000, (ii) potential future milestone payments
                                         of EUR 2,500,000 in total, and (iii) royalties of [***]% of net sales on Gyronimo application
                                         cartridges and Gyronimo analyzers (capped at EUR 9,000,000); provided that the Gyronimo
                                         Acquisition will be signed by 31 January 2017; or



		(d)	of
                                         shares or other ownership interests in a Target Entity, which do not exceed an aggregate
                                         amount of EUR 1,000,000 (one million euros) during the term of the Credit,



but,
in relation to paragraphs (a), and (d) above, only if:


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


 



    	14 




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		(ii)	the
                                         acquired Target Entity, business or undertaking is engaged in a business similar or complementary
                                         to the business carried on by the Group as at the date of this Contract;



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



		(iv)	a
                                         business plan (in the form of the most recent budget supplemented to account for the
                                         effects of the acquisition) in respect of the 3 (three) next following financial years
                                         and any due diligence reports received in connection with the acquisition (if any) are
                                         provided to the Bank; and



		(v)	the
                                         Borrower demonstrates that the acquisition has been approved by the Borrower’s
                                         Managing Directors.



“Permitted
Disposal” means any act effecting a sale, transfer, lease or other disposal of assets which is for fair market value
and on arms’ length terms:


		(a)	related
                                         to the sale of finished products and/or services made on arm’s length terms in
                                         the ordinary course of business of the Borrower or other member of the Group;



		(b)	by
                                         an Obligor to another member of the Group which is also an Obligor;



		(c)	by
                                         any member of the Group which is not an Obligor to a member of the Group which is an
                                         Obligor;



		(d)	for
                                         cash in an amount reflecting or exceeding the fair market value of such assets, which
                                         is reinvested in assets of comparable or superior type, value and quality;



		(e)	made
                                         in exchange for other assets comparable or superior as to type, value and quality;



		(f)	constituted
                                         by a licence of Intellectual Property Rights;



		(g)	made
                                         in relation to non-material assets which have depreciated to less than 25% (twenty five
                                         per cent) of their initial value or which are obsolete;



		(h)	excluding
                                         any disposal permitted under (a) to (g) above, disposals where the higher of the market
                                         value or consideration receivable for such disposals does not exceed EUR 5,000,000 (five
                                         million euros) during the term of the Credit;



		(i)	arising
                                         as a result of Permitted Security; or



		(j)	made
                                         with the prior written consent of the Bank.



“Permitted
Guarantees” means guarantees issued in the ordinary course of business by any member of the Group:


		(a)	under
                                         a Guarantee Agreement;



		(b)	under
                                         any negotiable instruments;



		(c)	in
                                         connection with any performance bond;



		(d)	in
                                         connection with any Permitted Indebtedness;



 


    	15 




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		(e)	by
                                         an Obligor to another member of the Group which is also an Obligor;



		(f)	by
                                         any member of the Group which is not an Obligor to a member of the Group which is an
                                         Obligor; or



		(g)	with
                                         the prior written consent of the Bank,



provided
that the maximum aggregate liability in respect of any guarantees described above (excluding all Guarantee Agreements) shall not
any time exceed an aggregate amount equal 10% of the Total Assets at any time.


“Permitted
Indebtedness” means Indebtedness of the Borrower and/or members of the Group incurred under:


		(a)	this
                                         Contract;



		(b)	a
                                         Permitted Loan;



		(c)	any
                                         Finance Lease if the aggregate liability in respect of the equipment leased does not
                                         at any time exceed EUR 1,500,000 (one and a half million euros) (or its equivalent in
                                         another currency or currencies) for finance leases and EUR 100,000 (one hundred thousand
                                         euros) (or its equivalent in another currency or currencies) for capital leases (as defined
                                         by IFRS);



		(d)	the
                                         leasing of the laser welding machine concluded in August 2012 which will be terminated
                                         on or before 31 May 2017;



		(e)	any
                                         hedging or derivative transactions entered into in accordance with the Hedging Policy;



		(f)	a
                                         working capital facility of an amount no more than EUR 3,000,000 (or its equivalent in
                                         another currency or currencies);



		(g)	a
                                         Permitted Guarantee; or



		(h)	any
                                         other Indebtedness incurred with the prior written consent of the Bank.



“Permitted
Loan” means:


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



		(b)	any
                                         loan made by the Borrower to a Guarantor or by a Guarantor to the Borrower;



		(c)	any
                                         loan made by one member of the Group (other than the Borrower or a Guarantor) to another
                                         member of the Group (other than the Borrower or a Guarantor); or



		(d)	any
                                         other Indebtedness or loan advanced to or made available by any member of the Group with
                                         the prior written consent of the Bank.



“Permitted
Merger” means any amalgamation, demerger, merger or corporate reconstruction which does not result in a Material Adverse
Change and which is on a solvent basis, and where:


		(a)	only
                                         members of the Group are involved; and



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


 



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		(c)	if
                                         an Obligor is involved, (i) the rights and obligations of that Obligor under the Finance
                                         Documents to which it is a party will remain with that Obligor, (ii) the surviving entity
                                         will be that Obligor and the statutory seat of that Obligor would not as a result of
                                         such merger be transferred to a different jurisdiction, (iii) the merger will not have
                                         an effect on the validity, legality or enforceability of any Obligor’s obligations
                                         under the Finance Documents to which it is a party; and (iv) all of the business and
                                         assets of each Obligor are retained by it; or



		(d)	any
                                         other amalgamation, demerger, merger or corporate reconstruction with prior written consent
                                         of the Bank.



“Permitted
Payments” means


		(a)	shares
                                         purchased from former employees, managers or directors, provided that such shares were
                                         awarded under a share programme of the Borrower or any Guarantor;



		(b)	dividends
                                         of any member of the Group distributed to the Borrower in accordance with Article 6.15;



		(c)	any
                                         payment made under a Permitted Loan; or



		(d)	any
                                         payment made with prior written consent of the Bank, in each case without double counting.



“Permitted
Security” means the security listed in Schedule E (Existing Security) and as described in Article 7.02(b).


“PPI”
means, in relation to a PPI Tranche Due Payment and its PPI Demand Date, an amount in euros equal to:


(amount
of PPI Tranche Due Payment)

amount of the PPI Tranchex PPI Amount


“PPI
Amount” means in relation to a PPI Demand Date, an amount in Euros equal to the PPI Rate multiplied by the relevant
PPI Demand Date Market Capitalisation.


“PPI
Demand Date” means the date of any written demand by the Bank for a payment of PPI delivered by the Bank to the Borrower
in accordance with Article 3.05(B).


“PPI
Payment Date” means any date on which PPI becomes payable pursuant to Article 3.05(B).


“PPI
Demand Date Market Capitalisation” means the Market Capitalisation of the Borrower’s entire issued share capital
on a PPI Demand Date.


“PPI
Rate” means 2.1%.


“PPI
Tranche” means the EUR 5,000,000 Tranche of the Second Credit which the Borrower may drawdown pursuant to Article 1.5(b).


“PPI
Tranche Due Payment” has the meaning given to that term in Article 3.05B.


“Prepayment
Amount” means the amount of a Tranche to be prepaid by the Borrower in accordance with Article 4.02A.


 




    	17 




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“Prepayment
Date” means the date, which shall be a Payment Date, on which the Borrower proposes to effect prepayment of a Prepayment
Amount.


“Prepayment
Event” means any of the events described in Article 4.03A.


“Prepayment
Fee” means the fee payable in accordance with Article 4.02B.


“Prepayment
Notice” means a written notice from the Bank to the Borrower in accordance with Article 4.02C.


“Prepayment
Request” means a written request from the Borrower to the Bank to prepay all or part of the Loan, in accordance with
Article 4.02A.


“Project”
has the meaning given to it in Recital (1).


“Quarter
Date” means each of 31 March, 30 June, 30 September and 31 December from the date of this Contract until the final Maturity
Date.


“Redeployment
Rate” means the Fixed Rate in effect on the day of the indemnity calculation for fixed-rate loans denominated in the
same currency and which shall have the same terms for the payment of interest and the same repayment profile to the Maturity Dates
as the Tranche in respect of which a prepayment is proposed or requested to be made. For those cases where the period is shorter
than 36 months the most closely corresponding money market rate equivalent will be used, that is EURIBOR minus 0.125% (12.5 basis
points) for periods of up to 12 (twelve) months. For periods falling between 12 and 36 months, the bid point on the swap rates
as published by Reuters for the related currency and observed by the Bank at the time of calculation will apply.


“Relevant
Business Day” means a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment
system which utilises a single shared platform and which was launched on 19 November 2007 (TARGET2) is open for the settlement
of payments in EUR.


“Relevant
Period” means each period of twelve months ending on or about the last day of the Financial Year and each period of
twelve months ending on or about the last day of the second Financial Quarter of a Financial Year.


“Repeating
Representations” means each of the representations and warranties set out in paragraphs (a) to (f), (h) to (m), (o)
to (t), and (v) to (gg) (in each case inclusive) of clause 6.22 (General Representations and Warranties).


“Revised
Group Structure Chart” means the group structure chart delivered by the Borrower to the Bank pursuant to paragraph 5(b)
of Schedule 1 (Conditions Precedent) of the Amendment and Restatement Agreement.


“Scheduled
Disbursement Date” means the date on which a Tranche is scheduled to be disbursed in accordance with Article 1.02C.


“Security”
means any mortgage, pledge, lien, charge, assignment, hypothecation, or other security interest securing any obligation of any
person or any other agreement or arrangement having a similar effect.


“Subsidiary”
means an entity of which Curetis NV has direct or indirect control or owns directly or indirectly more than 50% of the voting
capital or similar right of ownership and “control” for this purpose means the power to direct the management and
the policies of the entity, whether through the ownership of voting capital, by contract or otherwise.


 




    	18 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.
 
 




    


“Subsequent
Guarantee Agreement” means: (a) the Curetis USA Guarantee Agreement; (b) the Ares Genetics Guarantee Agreement; and
(c) any other guarantee and indemnity in materially the same form as the Initial Guarantee Agreement executed by a member of the
Group in favour of the Bank, as contemplated in Article 6.10A(e) (Ownership).


“Target
Entity” means any limited liability company, corporation, limited liability partnership or any equivalent.


“Tax”
means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable
in connection with any failure to pay or any delay in paying any of the same).


“Technical
Description” has the meaning given to it in Recital (1).


“Total
Assets” means the total consolidated assets of the Group, as shown in the Borrower’s latest consolidated financial
statements.


“Trading
Day” means a day (other than a Saturday or Sunday) on which the Curetis NV Exchange or any other relevant regulated
market exchange (as applicable) is open for trading.


“Tranche”
means each disbursement made or to be made under this Contract. In case no Disbursement Notice has been delivered, Tranche shall
mean a Tranche as requested under Article 1.02B.


“USD”
means the lawful currency of the United States of America.


“Yorkville
Facility” means the up to EUR 20,000,000 convertible note issuance to Ya II PN, LTD dated 2 October 2018.


ARTICLE 1 


Credit
and Disbursements


		1.01	Amount
                                         of Credit



		1.01A	First
                                         Credit



By
this Contract the Bank establishes in favour of the Borrower, and the Borrower accepts, a credit in an amount of EUR 10,000,000
(ten million euros) for the financing of the Project (the “First Credit”).


		1.01B	Second
                                         Credit



By
this Contract the Bank establishes in favour of the Borrower, and the Borrower accepts, a credit in an amount of EUR 15,000,000
(fifteen million euros) for the financing of the Project (the “Second Credit”).


		1.02	Disbursement
                                         procedure



		1.02A	Tranches



The
Bank shall disburse the Credit in Euros in up to five (5) Tranches. The amount of each Tranche, if not being the undrawn balance
of the Credit, shall be in a minimum amount of EUR 3,000,000 (three million euros).


 




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		1.02B	Disbursement
                                         Request



		(a)	The
                                         Borrower may present to the Bank a Disbursement Request for the disbursement of a Tranche,
                                         such Disbursement Request to be received at the latest 15 (fifteen) days before the Final
                                         Availability Date. The Disbursement Request shall be in the form set out in Schedule
                                         C.1 and shall specify:



		(i)	the
                                         amount and currency (to be EUR) of the Tranche;



		(ii)	the
                                         preferred disbursement date for the Tranche; such preferred disbursement date must be
                                         a Relevant Business Day falling at least 15 (fifteen) days after the date of the Disbursement
                                         Request and, in any event, on or before the Final Availability Date, it being understood
                                         that notwithstanding the Final Availability Date the Bank may disburse the Tranche up
                                         to 4 (four) calendar months from the date of the Disbursement Request;



		(iii)	the
                                         interest rate basis of the Tranche, pursuant to the relevant provisions of Article 3.01;



		(iv)	the
                                         interest payment periodicity for the Tranche, determined in accordance with Article 3.01;



		(v)	the
                                         terms for repayment of principal for the Tranche, chosen in accordance with Article 4.01;



		(vi)	the
                                         date for repayment of principal for the Tranche; and



		(vii)	the
                                         IBAN code (or appropriate format in line with local banking practice) and SWIFT BIC of
                                         the bank account to which disbursement of the Tranche should be made in accordance with
                                         Article 1.02D.



		(b)	Each
                                         Disbursement Request shall be accompanied by evidence of the authority of the person
                                         or persons authorised to sign it and the specimen signature of such person or persons
                                         or a declaration by the Borrower that no change has occurred in relation to the authority
                                         of the person or persons authorised to sign Disbursement Requests under this Contract.



		(c)	Subject
                                         to Article 1.02C(b), each Disbursement Request is irrevocable. 1.02C



		1.02C	Disbursement
                                         Notice



		(a)	Not
                                         less than 10 (ten) days before the proposed Scheduled Disbursement Date of a Tranche
                                         the Bank shall, if the Disbursement Request conforms to this Article 1.02, deliver to
                                         the Borrower a Disbursement Notice which shall specify:



		(i)	the
                                         currency, and amount of the Tranche;



		(ii)	the
                                         Scheduled Disbursement Date;



		(iii)	the
                                         interest rate basis for the Tranche, pursuant to the relevant provisions of Article 3.01;



		(iv)	the
                                         first interest Payment Date and the periodicity for the payment of interest for the Tranche;



 


    	20 




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		(v)	the
                                         terms for repayment of principal for the Tranche;



		(vi)	the
                                         date for repayment of principal for the Tranche;



		(vii)	the
                                         applicable Payment Dates for the Tranche; and



		(viii)	the
                                         Floating Rate and the Deferred Interest Rate applicable to the Tranche until the Maturity
                                         Date of the Tranche.



		(b)	If
                                         one or more of the elements specified in the Disbursement Notice does not reflect the
                                         corresponding element, if any, in the Disbursement Request, the Borrower may following
                                         receipt of the Disbursement Notice revoke the Disbursement Request by written notice
                                         to the Bank to be received no later than 12h00 Luxembourg time on the next Business Day
                                         and thereupon the Disbursement Request and the Disbursement Notice shall be of no effect.
                                         If the Borrower has not revoked in writing the Disbursement Request within such period,
                                         the Borrower will be deemed to have accepted all elements specified in the Disbursement
                                         Notice.



		1.02D	Disbursement
                                         Account



Disbursement
shall be made to such account of the Borrower as the Borrower shall notify in writing to the Bank not later than 15 (fifteen)
days before the Scheduled Disbursement Date (with IBAN code or with the appropriate format in line with local banking practice).


Only
one account may be specified for each Tranche.


		1.03	Currency
                                         of disbursement



The
Bank shall disburse each Tranche in EUR.


		1.04	Conditions
                                         of disbursement



		1.04A	First
                                         Tranche



The
disbursement of the first Tranche under Article 1.02 is conditional upon receipt by the Bank, in form and substance satisfactory
to it, on or before the date falling 5 (five) Business Days before the Scheduled Disbursement Date, of the following documents
or evidence:


		a)	a
                                         certified copy (certified by a Managing Director of the Borrower as a true and up to
                                         date copy) of the resolution of the competent body (general meeting of shareholders)
                                         of the Borrower duly authorising the execution of this Contract and duly authorising
                                         the person or persons signing this Contract on behalf of the Borrower together with the
                                         specimen signature of each such person or persons;



		b)	a
                                         certified copy (certified by a Managing Director of Curetis NV as a true and up to date
                                         copy) of the resolution of the competent body (board of directors and supervisory board)
                                         of Curetis NV duly authorising the execution of the Initial Guarantee Agreement and duly
                                         authorising the person or persons signing the Initial Guarantee Agreement on behalf of
                                         Curetis NV together with the specimen signature of each such person or persons;


 



    	21 




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		c)	evidence
                                         that the Borrower has obtained all necessary Authorisations required in connection with
                                         this Contract and the Project;



		d)	this
                                         Contract duly executed by the Borrower;



		e)	the
                                         duly executed Initial Guarantee Agreement;



		f)	a
                                         legal opinion of Hogan Lovells International LLP, addressed to the Bank, on the legality,
                                         validity and enforceability of each Finance Document governed by English law, such legal
                                         opinion to be in the form distributed to the Bank prior to the signing of this Contract;



		g)	a
                                         legal opinion of CMS Hasche Sigle, Partnerschaft von Rechtsanwälten und Steuerberatern
                                         mbB, addressed to the Bank in form and substance satisfactory to the Bank, on the valid
                                         existence of the Borrower, the authority and capacity of the Borrower to enter into this
                                         Contract and on the due execution and choice of law of this Contract;



		h)	a
                                         legal opinion of CMS Derks Star Busmann NV, addressed to the Bank in form and substance
                                         satisfactory to the Bank, on the valid existence of Curetis NV, the authority and capacity
                                         of Curetis NV to enter into the Initial Guarantee Agreement and on the due execution
                                         and choice of law of the Initial Guarantee Agreement;



		i)	copies
                                         of the latest audited consolidated financial statements of the Group and the latest unaudited
                                         financial statements of the Borrower and of Curetis NV;



		j)	copies
                                         of the constitutional documents of the Borrower and Curetis NV;



		k)	the
                                         group structure chart showing the Group as of the date of this Contract;



		l)	a
                                         certificate of an authorised signatory of the Borrower and Curetis NV certifying that
                                         each copy document relating to it specified in this Article 1.04A is correct, complete
                                         and in full force and effect as at a date no earlier than the date of this Contract;



		m)	evidence
                                         that insurances in accordance with the requirements of Article 6.05(c) are in place;



		n)	evidence
                                         of appointment and acceptance of the Borrower’s and Curetis NV’s agent of
                                         service;



		o)	evidence
                                         of payment of all the fees and expenses as required under the Finance Documents; and



		p)	a
                                         copy of any other document, authorisation, opinion or assurance which the Bank reasonably
                                         considers to be necessary (if it has notified the Borrower and Curetis NV accordingly)
                                         in connection with the entry into and performance of the Finance Documents.


 



    	22 




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		1.04B	All
                                         Tranches



The
disbursement of each Tranche under Article 1.02, including the first, is subject to the following conditions:


		(a)	that
                                         the Bank has received, in form and substance satisfactory to it, on or before the date
                                         falling 5 (five) Business Days before the Scheduled Disbursement Date for the proposed
                                         Tranche, of the following documents or evidence:



		(i)	a
                                         certificate from the Borrower in the form of Schedule D.1, signed by an authorised representative
                                         of the Borrower and dated no earlier than the date falling 10 (ten) days before the Scheduled
                                         Disbursement Date;



		(ii)	a
                                         copy of any other authorisation or other document, opinion or assurance which the Bank
                                         has reasonably notified the Borrower is necessary in connection with the entry into and
                                         performance of, and the transactions contemplated by, this Contract or the validity and
                                         enforceability of the same;



		(b)	that
                                         on the Disbursement Date for the proposed Tranche:



		(i)	the
                                         representations and warranties which are repeated pursuant to Article 6.22 are materially
                                         correct in all respects; and



		(ii)	no
                                         event or circumstance has occurred and is continuing which constitutes or would with
                                         the expiry of a grace period and/or the giving of notice under this Contract constitute:



		(aa)	an
                                         Event of Default; or



		(bb)	a
                                         Prepayment Event other than pursuant to Articles 4.03(A)(1) (Project Cost Reduction)
                                         or 4.03A(2) (Pari Passu to Non-EIB Financing),



or
would, in each case, result from the disbursement of the proposed Tranche.


		1.05	Second
                                         Credit



The
disbursement of a Tranche of the Second Credit is also subject to the following conditions and written evidence reasonably satisfactory
for the Bank of:


		(a)	for
                                         the disbursement of an amount of up to EUR 3,000,000: FDA clearance of Unyvero platform
                                         and LRT (Lower Respiratory Tract) application cartridge;



		(b)	for
                                         the disbursement of an amount up to EUR 5,000,000, upon realisation of the condition
                                         under letter (a) above and following to the relevant disbursement indicated therein:
                                         a cumulative new equity raised by Curetis NV of at least EUR [***]



		(c)	for
                                         the remaining disbursement of an amount up to EUR 7,000,000 upon realisation of the condition
                                         under letter (a) and (b) above and following to the relevant disbursements indicated
                                         therein:



		(i)	[***];
                                         and



 


    	23 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.
 
 




    


		(ii)	consolidated
                                         Group top-line revenues of at least EUR [***] ([***] euros) (or its equivalent in another
                                         currency or currencies) over the 12 months preceding the date of any Disbursement Request.



		1.06	Deferment
                                         of disbursement



		1.06A	Grounds
                                         for deferment



Upon
the written request of the Borrower, the Bank shall defer the disbursement of any Notified Tranche in whole or in part to a date
specified by the Borrower being a date falling not later than 6 (six) months from the Scheduled Disbursement Date of the Tranche
indicated in the Disbursement Notice. In such case, the Borrower shall pay the Deferment Indemnity calculated on the amount of
disbursement deferred.


Any
request for deferment shall have effect in respect of a Tranche only if it is made at least 5 (five) Business Days before its
Scheduled Disbursement Date.


If
for a Notified Tranche any of the conditions referred to in Article 1.04 is not fulfilled or waived as at the specified date and
at the Scheduled Disbursement Date (or the date expected for disbursement in case of a previous deferment), disbursement will
be deferred to a date agreed between the Bank and the Borrower falling not earlier than 5 (five) Business Days following the fulfilment
or waiver of all conditions of disbursement (without prejudice to the right of the Bank to suspend and/or cancel the undisbursed
portion of the Credit in whole or in part pursuant to Article 1.07B). In such case, the Borrower shall pay the Deferment Indemnity
calculated on the amount of disbursement deferred for the period of the deferral.


		1.06B	Cancellation
                                         of a disbursement deferred by more than 6 (six) months



The
Bank may, by notice in writing to the Borrower, cancel a disbursement which has been deferred under Article 1.06A by more than
6 (six) months in aggregate. The cancelled amount shall remain available for disbursement under Article 1.02.


		1.07	Cancellation
                                         and suspension



		1.07A	Borrower’s
                                         right to cancel



The
Borrower may at any time by notice in writing to the Bank cancel, in whole or in part and with immediate effect, the undisbursed
portion of the Credit. However, the notice shall have no effect in respect of (i) a Notified Tranche which has a Scheduled Disbursement
Date falling within 5 (five) Business Days of the date of the notice or (ii) a Tranche in respect of which a Disbursement Request
has been submitted but no Disbursement Notice has been issued.


		1.07B	Bank’s
                                         right to suspend and cancel



		(a)	The
                                         Bank may, by notice in writing to the Borrower, suspend and/or cancel the undisbursed
                                         portion of the Credit in whole or in part at any time and with immediate effect:



		(i)	upon
                                         the occurrence of a Prepayment Event other than pursuant to Articles 4.03A(1) or 4.03A(2),
                                         an Event of Default or an event or circumstance which would with the passage of time
                                         or giving of notice



 


    	24 




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under
this Contract constitute a Prepayment Event other than pursuant to Articles 4.03A(1) or 4.03A(2) or an Event of Default; or


		(ii)	by
                                         an amount equal to the amount by which it is entitled to cancel any Credit pursuant to
                                         Articles 4.03A(1) or 4.03A(2).



		(b)	The
                                         Bank may also suspend the portion of any Credit in respect of which it has not issued
                                         a Disbursement Notice with immediate effect in the case that a Market Disruption Event
                                         occurs.



		(c)	Any
                                         suspension shall continue until the Bank ends the suspension or cancels the suspended
                                         amount.



		1.07C	Indemnity
                                         for suspension and cancellation of a Tranche



1.07C(1)       
SUSPENSION


If
the Bank suspends a Notified Tranche, whether upon an Indemnifiable Prepayment Event or an Event of Default or upon the occurrence
of a Material Adverse Change, the Borrower shall pay to the Bank the Deferment Indemnity calculated on the amount of disbursement
suspended for the period of deferral.


1.07C(2)       
CANCELLATION


		(a)	If
                                         pursuant to Article 1.07A, the Borrower cancels any part of the Credit other than a Notified
                                         Tranche, no indemnity is payable.



		(b)	If
                                         pursuant to Article 1.07A, a Borrower cancels a Tranche which is a Notified Tranche,
                                         the Borrower shall pay to the Bank a Prepayment Fee as per Article 4.02B.



		(c)	If
                                         the Bank cancels a Notified Tranche upon an Event of Default, the Borrower shall indemnify
                                         the Bank under Article 10.03.



Save
in the circumstances listed in paragraphs (b) and (c) above, no indemnity is payable upon cancellation of a Tranche by the Bank.


The
indemnity shall be calculated on the basis that the cancelled amount is deemed to have been disbursed and repaid on the Scheduled
Disbursement Date or, to the extent that the disbursement of the Tranche is currently deferred or suspended, on the date of the
cancellation notice.


		1.08	Cancellation
                                         after expiry of the Credit



On
the day following the Final Availability Date, and unless otherwise specifically agreed to in writing by the Bank, the part of
the Credit in respect of which no Disbursement Request has been made in accordance with Article 1.02B shall be automatically cancelled,
without any notice being served by the Bank to the Borrower and without liability arising on the part of either party.


		1.11	Sums
                                         due under Article 1



Sums
due under Articles 1.06 and 1.07 shall be payable in EUR. They shall be payable within 15 (fifteen) days of the Borrower’s
receipt of the Bank’s demand or within any longer period specified in the Bank’s demand.






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ARTICLE 2




The
Loan

 

		2.01	Amount
                                         of Loan



The
Loan shall comprise the aggregate amount of Tranches disbursed by the Bank under the Credit, as confirmed by the Bank pursuant
to Article 2.03.


		2.02	Currency
                                         of repayment, interest and other charges



Interest,
repayments and other charges payable in respect of each Tranche shall be made by the Borrower in EUR.


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


		2.03	Confirmation
                                         by the Bank



Within
10 (ten) days after disbursement of each Tranche, the Bank shall deliver to the Borrower a schedule showing the Disbursement Date,
currency, the amount disbursed, the repayment terms and the interest rate of and for that Tranche.


ARTICLE 3 


Interest


		3.01	Rate
                                         of interest – Cash Pay Margin



For
the purposes of this Contract “Cash Pay Margin” means [***] basis points ([***]%). The Borrower shall pay interest
on the outstanding balance of each Tranche at the Floating Rate quarterly, semi-annually or annually in arrears on the relevant
Payment Dates, as specified in the Disbursement Notice commencing on the first such Payment Date following the Disbursement Date
of the Tranche. If the period from the Disbursement Date to the first Payment Date is fifteen (15) days or less then the payment
of interest accrued during such period shall be postponed to the following Payment Date.


The
Bank shall notify the Floating Rate to the Borrower within 10 (ten) days following the commencement of each Floating Rate Reference
Period.


If
pursuant to Articles 1.06 and 1.07 disbursement of any Tranche takes place after the Scheduled Disbursement Date EURIBOR, applicable
to the first Floating Rate Reference Period shall apply as though the disbursement had been made on the Scheduled Disbursement
Date.


Interest
shall be calculated in respect of each Floating Rate Reference Period on the basis of Article 5.01. If the Floating Rate for any
Floating Rate Reference Period is below zero, it will be set at zero.


		3.02	Rate
                                         of interest – Deferred Interest



For
the purposes of this Contract “Deferred Interest” means, in addition to the interest mentioned in Article 3.01,
interest at the Deferred Interest Rate which accrues on a daily basis on the outstanding amount of each Tranche during the period
starting on the Disbursement Date of such Tranche and ending on the Maturity Date of the relevant


 




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Tranche
(or on any date earlier than that Maturity Date in the event of a prepayment or an acceleration of all or part of that Tranche).


For
the purposes of this Contract “Deferred Interest Rate” means a fixed interest rate of 6% per annum.


The
Borrower shall pay all accrued Deferred Interest in arrears on the Maturity Date of the relevant Tranche (or earlier on any prepayment
or acceleration of all or part of that Tranche).


Deferred
Interest shall be calculated in respect of each annual period following the Disbursement Date of each Tranche on the basis of
Article 5.01.


		3.03	Interest
                                         on overdue sums



Without
prejudice to Article 10 and by way of exception to Article 3.01, if the Borrower fails to pay any amount payable by it under this
Contract on its due date, interest shall accrue (subject to mandatory provisions of the applicable laws) on any overdue amount
payable under the terms of this Contract from the due date to the date of actual payment at an annual rate equal to:


		(i)	for
                                         overdue sums related to Tranches, the applicable Floating Rate plus [***]% ([***] basis
                                         points); or



		(ii)	for
                                         overdue sums other than under (i) above, EURIBOR plus [***]% ([***] basis points)



and
shall be payable in accordance with the demand of the Bank. For the purpose of determining EURIBOR in relation to this Article
3.03, the relevant periods within the meaning of Schedule B shall be successive periods of one month commencing on the due date.


If
the overdue sum is in a currency other than the currency of the Loan, the following rate per annum shall apply, namely the relevant
interbank rate that is generally retained by the Bank for transactions in that currency plus [***]% ([***] basis points), calculated
in accordance with the market practice for such rate.


		3.04	Market
                                         Disruption Event



In
relation to a specific Tranche, if at any time (i) from the issuance by the Bank of the Disbursement Notice in respect of such
Tranche, and (ii) until the date falling thirty (30) calendar days prior to the Scheduled Disbursement Date, a Market Disruption
Event occurs, the Bank may notify to the Borrower that this clause has come into effect. In such case, the rate of interest applicable
to such Notified Tranche until the Maturity Date of such Notified Tranche shall be the percentage rate per annum which is the
sum of:


		-	the
                                         Cash Pay Margin and



		-	the
                                         rate (expressed as a percentage rate per annum) which is determined by the Bank to be
                                         the all-inclusive cost to the Bank for the funding of the relevant Tranche based upon
                                         the then applicable internally generated Bank reference rate or an alternative rate determination
                                         method reasonably determined by the Bank. The



 


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Borrower
shall have the right to refuse in writing such disbursement within the deadline specified in the notification and shall bear charges
incurred as a result, if any, in which case the Bank shall not effect the disbursement and the corresponding Credit shall remain
available for disbursement under Article 1.02B. If the Borrower does not refuse the disbursement in time, the parties agree that
the disbursement and the conditions thereof shall be fully binding for both parties.


		3.05	PPI



		3.05A	In
                                         addition to the interest payable pursuant to Articles 3.01 and 3.02 above, provided the
                                         PPI Tranche is drawn, the Borrower shall pay PPI according to this Article 3.05.



		3.05B	Upon
                                         any repayment or prepayment of any part of the PPI Tranche becoming due (a “PPI
                                         Tranche Due Payment”) (whether or not it is paid
                                         and to avoid doubt whether as a result of the occurrence of the PPI Tranche’s Maturity
                                         Date, or following acceleration, or as a result of voluntary or mandatory prepayment,
                                         or otherwise), the Borrower shall pay the Bank the relevant PPI within 30 days of the
                                         Bank’s written demand, provided that such demand is delivered by the Bank to the
                                         Borrower no later than the first anniversary of the PPI Tranche’s Maturity Date.



		3.05C	For
                                         the avoidance of doubt the Bank has the right to demand the relevant PPI in relation
                                         to any PPI Tranche Due Payment at any time up to (and including) the first anniversary
                                         of the PPI Tranche’s Maturity Date.



		3.05D	The
                                         Borrower and the Bank hereby agree that the calculations illustrated as examples of the
                                         amount of PPI to be paid by the Borrower under Schedule F (Performance Participation
                                         Interest Example) fairly represent the intention of the parties.



ARTICLE 4 


Repayment


		4.01	Normal
                                         repayment



		4.01A	Single
                                         instalment



The
Borrower shall repay each Tranche, together with all other amounts outstanding under this Contract in relation to that Tranche,
in a single instalment on the Maturity Date of that Tranche.


		4.02	Voluntary
                                         prepayment



		4.02A	4.02A
                                         Prepayment option



Subject
to Articles 4.02B, 4.02C and 4.04, the Borrower may prepay all or part of any Tranche, together with accrued interest (including
any Deferred Interest) and indemnities if any, upon giving a Prepayment Request with at least 1 (one) month’s prior notice
specifying (i) the Prepayment Amount, (ii) the Prepayment Date, (iii) the Prepayment Fee and (iv) the contract number (“FI
nr”) mentioned on the cover page of this Contract.


Subject
to Article 4.02C the Prepayment Request shall be binding and irrevocable.


 




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		4.02B	Prepayment
                                         Fee



Upon
the prepayment of all or part of any Tranche under Article 4.02 or cancellation as per Article 1.07C(2)(b), the Borrower shall
pay a fee for each Tranche being prepaid as follows:


		(a)	a
                                         fee of [***]% of the Prepayment Amount if the Prepayment Date is on or after the Disbursement
                                         Date but before the first anniversary of the Disbursement Date;



		(b)	a
                                         fee of [***]% of the Prepayment Amount if the Prepayment Date is on or after the first
                                         anniversary of the Disbursement Date but before the second anniversary of the Disbursement
                                         Date;



		(c)	a
                                         fee of [***]% of the Prepayment Amount if the Prepayment Date is on or after the second
                                         anniversary of the Disbursement Date but before the third anniversary of the Disbursement
                                         Date; or



		(d)	a
                                         fee of [***]% of the Prepayment Amount if the Prepayment Date is on or after the third
                                         anniversary of the Disbursement Date but on or before the fourth anniversary of the Disbursement
                                         Date,



with
each fee being payable on the applicable Prepayment Date.


For
the avoidance of doubt, no such fee shall be payable if the Prepayment Date is after the fourth anniversary of the Disbursement
Date.


		4.02C	Prepayment
                                         mechanics



Upon
presentation by the Borrower to the Bank of a Prepayment Request, the Bank shall issue a Prepayment Notice to the Borrower, not
later than 15 (fifteen) days prior to the Prepayment Date. The Prepayment Notice shall specify the Prepayment Amount, the accrued
interest (including any Deferred Interest) due thereon, the Prepayment Fee payable under Article 4.02B or, as the case may be,
that no Prepayment Fee is due, the indemnity payable under Article 4.04, if any, the method of application of the Prepayment Amount
and the Acceptance Deadline.


If
the Borrower accepts the Prepayment Notice no later than by the Acceptance Deadline, it shall effect the prepayment. In any other
case, the Borrower may not effect the prepayment.


The
Borrower shall accompany the prepayment by the payment of accrued interest, the indemnity payable under Article 4.04, if any,
and the Prepayment Fee under Article 4.02B, if any, due on the Prepayment Amount, as specified in the Prepayment Notice.


		4.03	Compulsory
                                         prepayment



		4.03A	Prepayment
                                         Events



4.03A(1)      
PROJECT COST REDUCTION


If
the total cost of the Project falls below the figure stated in Recital (2) so that the amount of the Credit exceeds 50% (fifty
per cent) of such total cost, the Bank may forthwith, by notice to the Borrower, cancel the undisbursed portion of the Credit
and/or demand prepayment of the Loan up to the amount by which the Credit exceeds


 




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50%
(fifty per cent) of the total cost of the Project. The Borrower shall effect payment of the amount demanded on the date specified
by the Bank, such date being a date falling not less than 30 (thirty) days from the date of the demand.


4.03A(2)      
PARI PASSU TO NON-EIB FINANCING


If
the Borrower (or any other member of the Group) or any Guarantor voluntarily prepays (for the avoidance of doubt, prepayment shall
include a repurchase, redemption or cancellation where applicable) a part or the whole of any Non-EIB Financing and:


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



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



the
Bank may, by notice to the Borrower, cancel the undisbursed portion of the Credit and demand prepayment of the Loan. The proportion
of the Loan that the Bank may require to be prepaid shall be the same as the proportion that the prepaid amount of the Non-EIB
Financing bears to the aggregate outstanding amount of all Non-EIB Financing.


The
Borrower shall effect payment of the amount demanded on the date specified by the Bank, such date being a date falling not less
than 30 (thirty) days from the date of the demand.


For
the purposes of this Article, “Non-EIB Financing” includes any loan (save for the Loan and any other direct
loans from the Bank to the Borrower (or any other member of the Group) or any Guarantor), credit bond or other form of financial
indebtedness or any obligation for the payment or repayment of money originally granted to the Borrower (or any other member of
the Group) or any Guarantor) for a term of more than 3 (three) years.


4.03A(3)      
CHANGE OF CONTROL


The
Borrower shall promptly inform the Bank if a Change-of-Control Event has occurred or is likely to occur in respect of itself or
any Guarantor. At any time after the occurrence of a Change-of-Control Event, the Bank may, by notice to the Borrower, cancel
the undisbursed portion of the Credit and demand prepayment of the Loan, together with accrued interest and all other amounts
accrued or outstanding under this Contract.


In
addition, if the Borrower has informed the Bank that a Change-of-Control Event is about to occur, or if the Bank has reasonable
cause to believe that a Change-of-Control Event is about to occur, the Bank may request that the Borrower consult with it. Such
consultation shall take place within 30 (thirty) days from the date of the Bank’s request. After the earlier of (a) the
lapse of 30 (thirty) days from the date of such request for consultation, or (b) at any time thereafter, upon the occurrence of
the anticipated Change-of-Control Event the Bank may, by notice to the Borrower, cancel the undisbursed portion of the Credit
and demand prepayment of the Loan, together with accrued interest and all other amounts accrued or outstanding under this Contract.


 




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The
Borrower shall effect payment of the amount demanded on the date specified by the Bank, such date being a date falling not less
than 30 (thirty) days from the date of the demand.


For
the purposes of this Article:


		(a)	a
                                         “Change-of-Control Event” occurs if:



		(i)	any
                                         person or group of persons acting in concert gains control of the Borrower or of the
                                         entity directly or ultimately controlling the Borrower, or a Material Subsidiary or a
                                         Guarantor;



		(ii)	the
                                         Borrower, any Guarantor or any Material Subsidiary, as the case may be, consolidates
                                         or merges into any other corporation, unless such consolidation or merger is a Permitted
                                         Merger; or



		(iii)	a
                                         sale of all or substantially all, in the reasonable opinion of the Bank, of the assets
                                         of the Borrower, any Guarantor or any Material Subsidiary, takes place;



		(b)	“acting
                                         in concert” means acting together pursuant to an agreement or understanding
                                         (whether formal or informal); and



		(c)	“control”
                                         means (i) the ownership (whether legally or beneficially in any jurisdiction) of more
                                         than 50% of the ordinary shares of the Borrower, a Guarantor or any Material Subsidiary,
                                         as the case may be, or (iii) the power to direct the management and policies of an entity,
                                         whether through the ownership of voting capital, by contract or otherwise.



4.03A(4)      
CHANGE OF LAW


The
Borrower shall promptly inform the Bank if a Change-of-Law Event has occurred or is reasonably likely to occur. In such case,
or if the Bank has reasonable cause to believe that a Change-of-Law Event has occurred or is about to occur, the Bank may request
that the Borrower consult with it. Such consultation shall take place within 30 (thirty) days from the date of the Bank’s
request. If, after the lapse of 30 (thirty) days from the date of such request for consultation the Bank is of the opinion that
the effects of the Change-of-Law Event cannot be mitigated to its satisfaction, the Bank may by notice to the Borrower, cancel
the undisbursed portion of the Credit and demand prepayment of the Loan, together with accrued interest and all other amounts
accrued or outstanding under any Finance Document.


The
Borrower shall effect payment of the amount demanded on the date specified by the Bank, such date being a date falling not less
than 30 (thirty) days from the date of the demand.


For
the purposes of this Article “Change-of-Law Event” means the enactment, promulgation, execution or ratification
of or any change in or amendment to any law, rule or regulation (or in the application or official interpretation of any law,
rule or regulation) that occurs after the date of this Contract and which, in the reasonable opinion of the Bank, would materially
impair the Borrower’s or a Guarantor’s ability to perform its obligations under this Contract or any guarantee or
security provided in respect of this Contract.


 




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4.03A(5)      
ILLEGALITY


If
it becomes unlawful in any applicable jurisdiction for the Bank to perform any of its obligations as contemplated in any Finance
Document or to fund or maintain the Loan, the Bank shall promptly notify the Borrower and may immediately (i) suspend or cancel
the undisbursed portion of the Credit and/or (ii) demand prepayment of the Loan, together with accrued interest and all other
amounts accrued or outstanding under the Finance Documents on the date indicated by the Bank in its notice to the Borrower, provided
such date is no earlier than five days prior to the notice, unless an immediate or earlier payment is required by law.


		4.03B	Prepayment
                                         mechanics



Any
sum demanded by the Bank pursuant to Article 4.03A, together with any interest (including any Deferred Interest) or other amounts
accrued or outstanding under this Contract including, without limitation, any indemnity due under Article 4.04, if any, shall
be paid on the date indicated by the Bank in its notice of demand.


		4.04	General



A
repaid or prepaid amount may not be reborrowed. This Article 4 shall not prejudice Article 10.


If
the Borrower prepays a Tranche on a date other than a relevant Payment Date, the Borrower shall indemnify the Bank in such amount
as the Bank shall certify is required to compensate it for receipt of funds otherwise than on a relevant Payment Date.


ARTICLE 5 


Payments


		5.01	Day
                                         count convention



Any
amount due by way of interest, indemnity or fee from the Borrower under this Contract, shall in respect of a fraction of a year,
be calculated on the basis of a year of 360 (three hundred and sixty) days and the number of days elapsed.


		5.02	Time
                                         and place of payment



Unless
otherwise specified in this Contract (including, without limitation, at article 3.05(B)) or in the Bank’s demand, all sums
other than sums of interest, indemnity and principal are payable within 15 (fifteen) days of the Borrower’s receipt of the
Bank’s demand.


Each
sum payable by the Borrower under this Contract shall be paid to the relevant account notified by the Bank to the Borrower. The
Bank shall notify the account not less than 15 (fifteen) days before the due date for the first payment by the Borrower and shall
notify any change of account not less than 15 (fifteen) days before the date of the first payment to which the change applies.
This period of notice does not apply in the case of payment under Article 10.


The
Borrower shall indicate in each payment made hereunder the contract number (“FI nr”) found on the cover page of this
Contract.


A
sum due from the Borrower shall be deemed paid when the Bank receives it.


 




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Any
disbursements by and payments to the Bank under this Contract shall be made using account(s) acceptable to the Bank. For the avoidance
of doubt, any account in the name of the Borrower held with a duly authorised financial institution in the jurisdiction where
the Borrower is incorporated or where the Project is undertaken is deemed acceptable to the Bank.


		5.03	No
                                         set-off by the Borrower



All
payments to be made by the Borrower under this Contract shall be calculated and be made without (and free and clear of any deduction
for) set-off or counterclaim.


		5.04	Disruption
                                         to Payment Systems



If
either the Bank determines (in its discretion) that a Disruption Event has occurred or the Bank is notified by the Borrower that
a Disruption Event has occurred:


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



		(b)	the
                                         Bank shall not be obliged to consult with the Borrower in relation to any changes mentioned
                                         in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances
                                         and, in any event, shall have no obligation to agree to such changes; and



		(c)	the
                                         Bank shall not be liable for any damages, costs or losses whatsoever arising as a result
                                         of a Disruption Event or for taking or not taking any action pursuant to or in connection
                                         with this Article 5.04.



		5.05	Application
                                         of sums received



		(a)	General



Sums
received from the Borrower shall only discharge its payment obligations if received in accordance with the terms of this Contract.


		(b)	Partial
                                         payments



If
the Bank receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under this
Contract, the Bank shall apply that payment in or towards payment of:


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



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



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



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



		(c)	Allocation
                                         of sums related to Tranches



In
case of receipt of sums which cannot be identified as applicable to a specific Tranche, and on which there is no agreement between
the Bank and the


 




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Borrower
on their application, the Bank may apply these between Tranches at its discretion.


ARTICLE 6 


Borrower
undertakings and representations


The
undertakings in this Article 6 remain in force from the date of this Contract for so long as any amount is outstanding under this
Contract or the Credit is in force.


A.
Project undertakings


		6.01	Use
                                         of Loan and availability of other funds



The
Borrower shall use all amounts borrowed by it under the Loan for the execution of the Project.


The
Borrower shall ensure that it has available to it the other funds listed in Recital (2) and that such funds are expended, to the
extent required, on the financing of the Project.


		6.02	Completion
                                         of Project



The
Borrower shall or shall procure that the Project is carried out in accordance with the Technical Description as may be modified
from time to time with the approval of the Bank, and complete it by the final date specified in the Technical Description.


		6.03	Increased
                                         cost of Project



If
the total cost of the Project exceeds the estimated figure set out in Recital (2), the Borrower shall obtain the finance to fund
the excess cost without recourse to the Bank, so as to enable the Project to be completed in accordance with the Technical Description.
The plans for funding the excess cost shall be communicated to the Bank without delay.


		6.04	Procurement
                                         procedure



The
Borrower shall purchase equipment, secure services and order works for the Project (a) in so far as they apply to it or to the
Project, in accordance with European Union law in general and in particular with the relevant applicable European Union Directives
and (b) in so far as European Union Directives do not apply, by procurement procedures which, to the satisfaction of the Bank,
respect the criteria of economy and efficiency and, in case of public contracts, the principles of transparency, equal treatment
and non-discrimination on the basis of nationality.


		6.05	Continuing
                                         Project undertakings



The
Borrower shall:


		(a)	Maintenance:
                                         maintain, repair, overhaul and renew all project assets as commercially reasonably required
                                         to keep such assets in good working order;



		(b)	Project
                                         assets: unless the Bank shall have given its prior consent in writing retain title
                                         to and possession of all or substantially all the project assets or, as appropriate,
                                         replace and renew such assets and maintain the Project in substantially continuous operation
                                         in accordance with its original purpose; provided that the Bank may withhold its consent
                                         only where the proposed action



 


    	34 




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would
prejudice the Bank’s interests as lender to the Borrower or would render the Project ineligible for financing by the Bank
under its statute or under Article 309 of the Treaty on the Functioning of the European Union;


		(c)	Insurance:
                                         insure all works and property forming part of the Project with reputable insurance companies
                                         to the extent such insurances are commercially reasonably required based on the relevant
                                         industry practice;



		(d)	Rights
                                         and Permits: maintain in force all rights of way or use and all Authorisations necessary
                                         for the execution and operation of the Project; and



		(e)	Environment:



		(i)	implement
                                         and operate the Project in compliance with Environmental Law;



		(ii)	obtain
                                         and maintain requisite Environmental Approvals for the Project; and



		(iii)	comply
                                         with any such Environmental Approvals;



On
becoming aware of any breach of this Article 6.05(e):


		(A)	the
                                         Borrower shall promptly notify the Bank;



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



		(C)	the
                                         Borrower will use its best endeavours to comply with the provisions set out in paragraphs
                                         (i) to (iii) (inclusive) above and shall in any event remedy the breach within 30 Business
                                         Days of the end of the consultation period.



		(f)	Integrity:
                                         take, within a reasonable timeframe, appropriate measures in respect of any member of
                                         its management bodies who has been convicted by a final and irrevocable court ruling
                                         of an Illegal Activity perpetrated in the course of the exercise of his/her professional
                                         duties, in order to ensure that such member is excluded from any Borrower’s activity
                                         in relation to the Loan or the Project;



		(g)	Integrity
                                         Audit Rights: ensure that all contracts under the Project to be procured after the
                                         date of signature of this Contract in accordance with European Union Directives on procurement
                                         provide for:



		(i)	the
                                         requirement that the relevant contractor promptly informs the Bank of a genuine allegation,
                                         complaint or information with regard to Illegal Activities related to the Project;



		(ii)	the
                                         requirement that the relevant contractor keeps books and records of all financial transactions
                                         and expenditures in connection with the Project; and



		(iii)	the
                                         Bank’s right, in relation to an alleged Illegal Activity, to review the books and
                                         records of the relevant contractor in relation to the Project and to take copies of documents
                                         to the extent permitted by law.


 



    	35 




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B.
General undertakings


		6.06	Disposal
                                         of assets



		(a)	The
                                         Borrower shall not, and shall procure that no other member of the Group will, either
                                         in a single transaction or in a series of transactions whether related or not and whether
                                         voluntarily or involuntarily dispose of all or any part of the Borrower’s or other
                                         Group member’s business, undertaking or assets, including any Intellectual Property
                                         Rights.



		(b)	Paragraph
                                         (a) above does not apply to any disposal of assets which constitutes a Permitted Disposal.



For
the purposes of this Article, “dispose” and “disposal” includes any act effecting sale,
transfer, lease or other disposal.


		6.07	Compliance
                                         with laws; Hedging



		6.07A	Compliance
                                         with laws



The
Borrower and any Guarantor shall comply in all respects with all laws and regulations to which it or the Project is subject.


		6.07B	Hedging



The
Borrower shall not, and shall procure that each other member of the Group shall not, enter into any derivative transaction other
than in accordance with the Hedging Policy.


		6.08	Change
                                         in business



The
Borrower shall procure that no substantial change is made to the general nature of the business of the Borrower or the Group as
a whole from that carried on at the date of this Contract.


		6.09	Merger



The
Borrower shall not, and shall ensure that no other member of the Group shall, enter into any amalgamation, demerger, merger or
corporate reconstruction unless such amalgamation, demerger, merger or corporate reconstruction is a Permitted Merger.


		6.10	Ownership
                                         



		(a)	The
                                         Borrower shall maintain not less than 100% (one hundred per cent) of the share capital,
                                         directly or indirectly, of each of its Material Subsidiaries, unless a prior written
                                         consent of the Bank is received by the Borrower.



		(b)	The
                                         Borrower shall ensure that Curetis NV shall in aggregate maintain not less than 100%
                                         (one hundred per cent) of the share capital, directly or indirectly, of the Borrower,
                                         unless prior written consent of the Bank is received by the Borrower.



		(c)	The
                                         Borrower shall immediately notify the Bank in the event of a new entity becoming a majority
                                         owned subsidiary (meaning ownership of 50.1% (fifty point one per cent) or more) through
                                         any means, including but not limited to acquisition, creation and spin-off.



 


    	36 




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



		(e)	The
                                         Borrower shall procure that, as soon as any member of the Group becomes a Material Subsidiary,
                                         unless notified by the Bank to the Borrower to the contrary or unless the Bank determines
                                         that it is not reasonably practicable to do so, that member of the Group shall promptly
                                         enter into a Guarantee and provide the Bank with:



		(i)	a
                                         certified copy of the constitutional documents of such Material Subsidiary;



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



		(iii)	evidence
                                         that such Material Subsidiary has obtained all necessary Authorisations required in connection
                                         with such Guarantee;



		(iv)	a
                                         legal opinion in form and substance satisfactory to the Bank of a reputable law firm
                                         acceptable to the Bank in the jurisdiction of incorporation of such Material Subsidiary,
                                         addressed to the Bank covering materially the same issues as the opinions referred to
                                         in Articles 1.04A (f) and (h) and relating to the granting of the relevant Guarantee;
                                         and



		(v)	a
                                         copy of any other authorisation or other document, opinion or assurance which the Bank
                                         reasonably considers to be necessary (if it has notified the Borrower accordingly) in
                                         connection with the entry into and performance of the transactions contemplated by such
                                         Guarantee or for the validity and enforceability of such Guarantee, each in form and
                                         substance satisfactory to the Bank. If it is not practicable (in the sole opinion of
                                         the Bank) for the Material Subsidiary to grant a guarantee in favour of the Bank, the
                                         Bank may request alternative credit support in form and substance satisfactory to the
                                         Bank in its sole discretion.



		6.11	Minimum
                                         worth of Obligors



The
Borrower shall ensure that at all times:


		(a)	gross
                                         revenues of the Obligors represent not less than 85% of the consolidated gross revenues
                                         of the Group taken as a whole;



		(b)	total
                                         assets of the Obligors represent not less than 85% of the Total Assets; and



		(c)	EBITDA
                                         of the Obligors represents not less than 85% of the consolidated EBITDA of the Group,



each
as calculated based on the then latest consolidated audited accounts of the Group.

 



    	37 




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		6.11	Books
                                         and records



The
Borrower shall ensure that it has kept and will continue to keep proper books and records of account, in which full and correct
entries shall be made of all financial transactions and the assets and business of the Borrower, including expenditures in connection
with the Project, in accordance with GAAP as in effect from time to time.


		6.12	Acquisitions



The
Borrower shall not, and shall ensure that no other member of the Group shall invest in or acquire any entity or a business going
concern or an undertaking (whether whole or substantially the whole of the assets or business), or any division or operating unit
thereof, or any shares or securities of any entity or a business or undertaking (or in each case, any interest in any of them)
(or agree to any of the foregoing), unless such acquisition is a Permitted Acquisition.


		6.13	Indebtedness



The
Borrower shall not, and shall ensure that no other member of the Group shall incur any Indebtedness, unless such Indebtedness
is Permitted Indebtedness.


		6.14	Guarantees



The
Borrower shall not, and shall procure that no other member of the Group will issue or allow to remain outstanding any guarantees
in respect of any liability or obligation of any person unless such guarantees are Permitted Guarantees.


		6.15	Permitted
                                         Payments



The
Borrower shall not, and shall procure that no other member of the Group shall, declare or distribute dividends, or make any payment
in respect of any intercompany loan, or return or purchase shares unless such payments are Permitted Payments.


		6.16	Intellectual
                                         Property Rights



The
Borrower shall, and shall procure that each other member of the Group shall, (i) safeguard and maintain its rights with respect
to the Intellectual Property Rights required for the implementation of the Project in accordance with this Contract, including
complying with all material contractual provisions and that the implementation of the Project in accordance with this Contract
will not result in the infringement of the rights of any person with regard to the Intellectual Property Rights and (ii) ensure
that any Intellectual Property Rights required for the implementation of the Project will be owned by or licensed to the Borrower,
and where such Intellectual Property Rights which are owned by a member of the Group are capable of registration, are registered
to that member of the Group.


		6.17	Maintenance
                                         of Status



The
Borrower shall, and shall procure that each other member of the Group shall, remain duly incorporated and validly existing as
a corporate entity with limited liability under the jurisdiction in which it is incorporated and that it and each other member
of the Group will have no centre of main interests, permanent establishment or place of business outside the jurisdiction in which
it is incorporated (or in the case of Curetis NV outside of the Netherlands and Germany or in the case of Curetis BeNeLux BV


 




    	38 




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outside
of the Netherlands, Belgium and Luxembourg), and that it and each other member of the Group will continue to have the power to
carry on its business as it is now being conducted and continue to own its property and other assets.


		6.18	Eligibility
                                         Prerequisites



The
Borrower shall, and shall procure that each other member of the Group shall, satisfy the eligibility prerequisites, as amended
from time to time, that are required to be satisfied in order to obtain finance under the joint initiative between the Bank and
the European Commission as set out in Recital (7).


		6.19	Illicit
                                         origin



The
Borrower shall, and shall procure that each other member of the Group shall, promptly inform the Bank if at any time it becomes
aware of any funds that are invested in the Project by the Borrower or by any other member of the Group that are of illicit origin,
including products of money laundering or linked to the financing of terrorism.


		6.20	Visibility



The
operation benefits from a guarantee under EFSI and the Borrower agrees to cooperate with the Bank to ensure that any press releases
or publications made by the Borrower regarding the financing and the Project include an appropriate acknowledgement of the financial
support provided by EIB with the backing of the European Union through EFSI.


		6.21	Loans



The
Borrower shall not, and shall ensure that no other member of the Group will, be a creditor in respect of any Indebtedness, save
for any Permitted Loans.


		6.22	General
                                         Representations and Warranties



The
Borrower represents and warrants to the Bank that:


		(a)	it
                                         is duly incorporated and validly existing as a company with limited liability under the
                                         laws of Germany and it has power to carry on its business as it is now being conducted
                                         and to own its property and other assets;



		(b)	Curetis
                                         NV is duly incorporated and validly existing as a company with limited liability under
                                         the laws of the Netherlands and it has power to carry on its business as it is now being
                                         conducted and to own its property and other assets;



		(c)	it
                                         has the power to execute, deliver and perform its obligations under this Contract and
                                         all necessary corporate, shareholder and other action has been taken to authorise the
                                         execution, delivery and performance of the same by it;



		(d)	this
                                         Contract constitutes its legally valid, binding and enforceable obligations;



		(e)	the
                                         execution and delivery of, the performance of its obligations under and compliance with
                                         the provisions of this Contract do not and will not:



		(i)	contravene
                                         or conflict with any applicable law, statute, rule or regulation, or any judgement, decree
                                         or permit to which it is subject;



 


    	39 




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		(ii)	contravene
                                         or conflict with any agreement or other instrument binding upon it which might reasonably
                                         be expected to have a material adverse effect on its ability to perform its obligations
                                         under this Contract;



		(iii)	contravene
                                         or conflict with any provision of its constitutional documents;



		(f)	the
                                         latest available consolidated audited accounts of the Group and the latest available
                                         unaudited accounts of the Borrower, Curetis NV and any Guarantor have been prepared on
                                         a basis consistent with previous years and have been approved by its auditors as representing
                                         a true and fair view of the results of its operations for that year and accurately disclose
                                         or reserve against all the liabilities (actual or contingent) of the Borrower;



		(g)	there
                                         has been no Material Adverse Change since 21 October 2016;



		(h)	no
                                         event or circumstance which constitutes an Event of Default has occurred and is continuing
                                         unremedied or unwaived;



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



		(j)	it
                                         has obtained all necessary Authorisations in connection with this Contract and in order
                                         to lawfully comply with its obligations hereunder, and the Project and all such Authorisations
                                         are in full force and effect and admissible in evidence;



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



		(l)	it
                                         is in compliance with Article 6.05(e) and to the best of its knowledge and belief (having
                                         made due and careful enquiry) no Environmental Claim has been commenced or is threatened
                                         against it not previously disclosed to the Bank;



		(m)	no
                                         financial covenants have been concluded with any other creditor of the Borrower (excluding
                                         financial covenants which are contained within financing agreements permitted under paragraphs
                                         (c) or (f) of Permitted Indebtedness, the transactions under paragraph (e) of Permitted
                                         Indebtedness that are FX hedging transactions, and the Yorkville Facility) which are
                                         more restrictive than the ones contained in this Contract;



		(n)	the
                                         Group structure chart is true, complete and accurate in all material respects and represents
                                         the complete corporate structure of the Group as at the date of this Contract;



		(o)	the
                                         Borrower is not required to make any deduction for or on account of any Tax from any
                                         payment it may make under this Contract;



 


    	40 




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		(p)	to
                                         the best of its knowledge, no funds invested in the Project by the Borrower or by its
                                         controlling entities or by another member of the Group are of illicit origin, including
                                         products of money laundering or linked to the financing of terrorism. The Borrower shall
                                         promptly inform the Bank if at any time it becomes aware of the illicit origin of any
                                         such funds;



		(q)	all
                                         Tax returns required to have been filed by it or on its behalf under any applicable law
                                         have been filed when due and contain the information required by applicable law to be
                                         contained in them;



		(r)	it
                                         has paid when due all Taxes payable by it under applicable law except to the extent that
                                         it is contesting payment in good faith and by appropriate means;



		(s)	with
                                         respect to Taxes which have not fallen due or which it is contesting, it is maintaining
                                         reserves adequate for their payment and in accordance, where applicable, with GAAP;



		(t)	the
                                         Accounting Reference Date of the Borrower is 31 December;



		(u)	under
                                         the laws of Germany it is not necessary that this Contract be filed, recorded or enrolled
                                         with any court or other authority in Germany or that any stamp, registration or similar
                                         tax be paid on or in relation to this Contract, or the transactions contemplated by this
                                         Contract;



		(v)	any
                                         factual information provided by the Borrower and any member of the Group for the purposes
                                         of entering into this Contract and any related documentation was true and accurate in
                                         all material respects as at the date it was provided or as at the date (if any) at which
                                         it is stated;



		(w)	the
                                         Borrower has no Indebtedness outstanding other than Permitted Indebtedness;



		(x)	neither
                                         it, nor any of its assets, is entitled to immunity from suit, execution, attachment or
                                         other legal process;



		(y)	it
                                         has done, or will have done by the appropriate time for the Project to be implemented
                                         in accordance with this Contract, all that is reasonably required to obtain, safeguard
                                         and maintain its rights with respect to the Intellectual Property Rights required for
                                         the implementation of the Project in accordance with this Contract including complying
                                         with all contractual provisions;



		(z)	to
                                         the best of its knowledge and belief, having made reasonable enquiry, the implementation
                                         of the Project in accordance with this Contract, will not result in the infringement
                                         of the rights of any person with regard to the Intellectual Property Rights;



		(aa)	the
                                         pension schemes for the time being operated by the Borrower (if any) are funded in accordance
                                         with their rules and to the extent required by law or otherwise comply with the requirements
                                         of any law applicable in the jurisdiction in which the relevant pension scheme is maintained;



		(bb)	it
                                         is in compliance with all applicable European Union and German legislation, including
                                         any applicable anti-corruption legislation;



 


    	41 




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		(cc)	other
                                         than as set out in the Group structure chart, the Borrower owns no other equity and/or
                                         shares in any other business entity;



		(dd)	it
                                         has acquainted itself with this Contract and determined that it is in its best commercial
                                         interest and consistent with its purpose of operations to enter into this Contract;



		(ee)	no
                                         member of the Group is dormant, other than Curetis UK, Curetis Schweiz GmbH and Curetis
                                         BeNeLux BV;



		(ff)	it
                                         is in compliance with all undertakings under this Contract;



		(gg)	it
                                         is not engaged in any Illegal Activities and to the best of its knowledge no Illegal
                                         Activities have occurred in connection with the Project; and



		(hh)	the
                                         Revised Group Structure Chart is true, complete and accurate in all material respects
                                         and represents the complete corporate structure of the Group as at the Effective Date.



The
Repeating Representations are deemed repeated on each Disbursement Request, Disbursement Date and on each Payment Date by reference
to the facts and circumstances then existing.


ARTICLE 7 


Security


The
undertakings in this Article 7 remain in force from the date of this Contract for so long as any amount is outstanding under this
Contract or the Credit is in force.


		7.01	Guarantee



The
obligations of the Bank under this Contract are conditional upon the prior execution and delivery to the Bank of each Guarantee
Agreement in form and substance satisfactory to it and of a legal opinion, addressed to the Bank in form and substance satisfactory
to the Bank, on the valid existence of the relevant Guarantor, the authority and capacity of the relevant Guarantor to enter into
the relevant Guarantee Agreement and on the due execution and choice of law of the Guarantee Agreement. The Borrower hereby acknowledges
and consents to the terms of each Guarantee Agreement.


		7.02	Negative
                                         pledge



		(a)	The
                                         Borrower shall not (and the Borrower shall ensure that no other member of the Group will)
                                         create or permit to subsist any Security over any of its assets.



For
the purposes of this Article 7.02, the term Security shall also include any arrangement or transaction on assets or receivables
or money (such as the sale, transfer or other disposal of assets on terms whereby they are or may be leased to or re-acquired
by the Borrower or any other member of the Group, the sale, transfer or otherwise dispose of any receivables on recourse terms
or any arrangement under which money or the benefit of a bank account or other account may be applied or set-off or any preferential
arrangement having a similar effect) in circumstances where the arrangement or transaction is entered


 




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into
primarily as a method of raising credit or of financing the acquisition of an asset.


		(b)	Paragraph
                                         (a) above does not apply to any Security, listed below:



		(i)	any
                                         netting or set-off arrangement entered into by any member of the Group in the ordinary
                                         course of its banking arrangements for the purpose of netting debit and credit balances;



		(ii)	any
                                         payment or close out netting or set-off arrangement pursuant to any hedging transaction
                                         entered into by a member of the Group for the purpose of:



		(A)	hedging
                                         any risk to which any member of the Group is exposed in its ordinary course of trading;
                                         or



		(B)	its
                                         interest rate or currency management operations which are carried out in the ordinary
                                         course of business and for non-speculative purposes only,



excluding,
in each case, any Security under a credit support arrangement in relation to a hedging transaction;


		(iii)	any
                                         lien arising by operation of law and in the ordinary course of trading;



		(iv)	any
                                         Security over or affecting any asset acquired by a member of the Group after the date
                                         of this Contract if:



		(A)	the
                                         Security was not created in contemplation of the acquisition of that asset by a member
                                         of the Group;



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



		(C)	the
                                         Security is removed or discharged within three (3) months of the date of acquisition
                                         of such asset;



		(v)	any
                                         Security over or affecting any asset of any company which becomes a member of the Group
                                         after the date of this Contract, where the Security is created prior to the date on which
                                         that company becomes a member of the Group, if:



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



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



		(C)	the
                                         Security is removed or discharged within three (3) months of that company becoming a
                                         member of the Group;



		(vi)	any
                                         Security entered into pursuant to this Contract;



 


    	43 




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		(vii)	any
                                         Security arising under any retention of title, hire purchase or conditional sale arrangement
                                         or arrangements having similar effect in respect of goods supplied to a member of the
                                         Group in the ordinary course of trading and on the supplier’s standard or usual
                                         terms and not arising as a result of any default or omission by any member of the Group;
                                         or



		(viii)	any
                                         Security listed in Schedule E (Existing Security) except to the extent the principal
                                         amount secured by that Security exceeds the amount stated in that Schedule.



		7.03	Pari
                                         passu ranking



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


		7.04	Clauses
                                         by inclusion



If
the Borrower or any other member of the Group concludes with any other financial creditor a financing agreement (excluding any
facility which is permitted under paragraphs (c) or (f) of Permitted Indebtedness and the transactions under paragraph (e) of
Permitted Indebtedness that are FX hedging transactions) that includes a loss-of-rating clause or a covenant or other provision
regarding its financial ratios, if applicable, that is not provided for in this Contract or is more favourable to the relevant
financial creditor than any equivalent provision of this Contract is to the Bank, the Borrower shall promptly inform the Bank
and shall provide a copy of the more favourable provision to the Bank. The Bank may request that the Borrower promptly executes
an agreement to amend this Contract so as to provide for an equivalent provision in favour of the Bank.


ARTICLE 8 


Information
and Visits


		8.01	Information
                                         concerning the Project



The
Borrower shall:


		(a)	deliver
                                         to the Bank:



		(i)	the
                                         information in content and in form, and at the times, specified in Schedule A.2 or otherwise
                                         as agreed from time to time by the parties to this Contract;



		(ii)	any
                                         such information or further document concerning the Project as the Bank may require to
                                         comply with its obligations under the EFSI Regulation;



		(iii)	any
                                         such information or further document concerning the financing, procurement, implementation,
                                         operation and environmental matters of


 



    	44 




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or
for the Project as the Bank may reasonably require within a reasonable time; and


		(iv)	any
                                         such other information delivered to any Accountant in relation to any valuation in accordance
                                         with IPEV Valuation Standards,



provided
always that if such information or document is not delivered to the Bank on time, and the Borrower does not rectify the omission
within a reasonable time set by the Bank in writing, the Bank may remedy the deficiency, to the extent feasible, by employing
its own staff or a consultant or any other third party, at the Borrower’s expense and the Borrower shall provide such persons
with all assistance necessary for the purpose;


		(b)	submit
                                         for the approval of the Bank without delay any material change to the Project, also taking
                                         into account the disclosures made to the Bank in connection with the Project prior to
                                         the signing of this Contract, in respect of, inter alia, the price, design, plans, timetable
                                         or to the expenditure programme or financing plan for the Project;



		(c)	promptly
                                         inform the Bank of:



		(i)	any
                                         action or protest initiated or any objection raised by any third party or any genuine
                                         complaint received by the Borrower or any Environmental Claim that is to its knowledge
                                         commenced, pending or threatened against it with regard to environmental or other matters
                                         affecting the Project; and



		(ii)	any
                                         fact or event known to the Borrower, which may substantially prejudice or affect the
                                         conditions of execution or operation of the Project;



		(iii)	a
                                         genuine allegation, complaint or information with regard to Illegal Activities related
                                         to the Loan and/or Project;



		(iv)	any
                                         non-compliance by it with any applicable Environmental Law; and



		(v)	any
                                         suspension, revocation or modification of any Environmental Approval, and set out the
                                         action to be taken with respect to such matters;



		(d)	provide
                                         to the Bank, if so requested:



		(i)	a
                                         certificate of its insurers showing fulfilment of the requirements of Article 6.05(c);



		(ii)	annually,
                                         a list of policies in force covering the insured property forming part of the Project,
                                         together with confirmation of payment of the current premiums.



 


    	45 




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		8.02	Information
                                         concerning the Borrower



The
Borrower shall:


		(a)	deliver
                                         to the Bank:



		(i)	as
                                         soon as they become available but in any event within 180 days after the end of each
                                         of its financial years the Group’s audited consolidated annual report, balance
                                         sheet, profit and loss account and auditors report for that financial year, and the unconsolidated
                                         annual report, balance sheet, profit and loss account of the Borrower, together with
                                         a Compliance Certificate as set out in Schedule D.2 signed by two directors;



		(ii)	as
                                         soon as they become publicly available but in any event within 120 days after the end
                                         of each of the relevant accounting periods the Group’s consolidated and Borrower’s
                                         unconsolidated semi-annual or quarterly reports, balance sheet and profit and loss account
                                         for the first half-year or each of the first three quarters of each of its financial
                                         years together with a Compliance Certificate as set out in Schedule D.2 signed by two
                                         directors;



		(iii)	on
                                         each Accounting Reference Date and on each date falling six months after an Accounting
                                         Reference Date updates in form and substance satisfactory to the Bank on (1) all regulatory
                                         approvals relating to the Unyvero platform and cartridges; (2) placements of the Unyvero
                                         platform; and (3) financial performance of the Group compared to the budget; and



		(iv)	from
                                         time to time, such further information on its general financial situation as the Bank
                                         may reasonably require or such certificates of compliance with the undertakings of Article
                                         6 as the Bank may reasonably deem necessary;



and


		(b)	inform
                                         the Bank immediately of:



		(i)	any
                                         material alteration to its constitutional documents or shareholding structure and of
                                         any change of ownership of 5% or more of its shares after the date of this Contract;



		(ii)	any
                                         fact which obliges it to prepay any financial indebtedness or any European Union funding;



		(iii)	any
                                         event or decision that constitutes or may result in a Prepayment Event;



		(iv)	any
                                         intention on its part to grant any security over any of its assets in favour of a third
                                         party except for those cases not prohibited by this Contract;



 


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		(v)	any
                                         intention on its part to relinquish ownership of any material component of the Project;



		(vi)	any
                                         fact or event that is reasonably likely to prevent the substantial fulfilment of any
                                         obligation of the Borrower under this Contract;



		(vii)	any
                                         event listed in Article 10.01 having occurred or being threatened or anticipated;



		(viii)	any
                                         investigations concerning the integrity of the members of the Borrower’s Managing
                                         Directors, other administrative body or managers;



		(ix)	to
                                         the extent permitted by law, any material litigation, arbitration, administrative proceedings
                                         or investigation carried out by a court, administration or similar public authority,
                                         which, to the best of its knowledge and belief, is current, imminent or pending against
                                         the Borrower or its controlling entities or members of the Borrower’s management
                                         bodies in connection with Illegal Activities related to the Loan and/or the Project;



		(x)	any
                                         measure taken by the Borrower pursuant to Article 6.05(f) of this Contract;



		(xi)	any
                                         litigation, arbitration or administrative proceedings or investigation which is current,
                                         threatened or pending and which if adversely determined is reasonably likely to result
                                         in a Material Adverse Change; or



		(xii)	any
                                         Change in the Beneficial Ownership of the Borrower.



		8.03	Visits
                                         by the Bank



The
Borrower shall allow the Bank and, when either required by the relevant mandatory provisions of European Union law or pursuant
to the EFSI Regulation, the competent European Union institutions including the European Court of Auditors, the European Commission,
the European Anti-Fraud Office, as well as persons designated by the foregoing to:


		(a)	visit
                                         the sites, installations and works comprising the Project;



		(b)	interview
                                         representatives of the Borrower, any other member of the Group and/or any Guarantor,
                                         and not obstruct contacts with any other person involved in or affected by the Project;
                                         and



		(c)	conduct
                                         such on the spot audits and checks as they may wish and review the Borrower’s,
                                         any other member of the Group and/or each Guarantor’s books and records in relation
                                         to the execution of the Project and to be able to take copies of related documents to
                                         the extent permitted by the law.



The
Borrower shall provide the Bank, or ensure that the Bank is provided, with all necessary assistance for the purposes described
in this Article 8.03.


 


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


		8.04	Disclosure
                                         and publication



The
Borrower acknowledges and agrees that the Bank may:


(i)
be obliged to communicate information relating to the Borrower and the Project to any competent institution or body of the European
Union in accordance with the relevant mandatory provisions of European Union law or pursuant to the EFSI Regulation; and


(ii)
publish on its website or produce press releases containing information related to the financing provided pursuant to this Contract
with support of the EFSI, including the name, address and country of establishment of the Borrower, the purpose of the financing
and the type and amount of financial support received under this Contract.


		8.05	Information
                                         required by an Accountant



The
Borrower shall promptly provide any Accountant with any information and assistance it requires for the purposes of calculating
the Market Capitalisation.


ARTICLE 9 


Charges
and expenses


		9.01	Taxes,
                                         duties and fees



The
Borrower shall pay all Taxes, duties, fees and other impositions of whatsoever nature, including stamp duty and registration fees,
arising out of the execution or implementation of this Contract or any related document and in the creation, perfection, registration
or enforcement of any security for the Loan to the extent applicable.


The
Borrower shall pay all principal, interest, indemnities and other amounts due under this Contract gross without deduction of any
national or local impositions whatsoever; provided that, if the Borrower is obliged to make any such deduction, it will gross
up the payment to the Bank so that after deduction, the net amount received by the Bank is equivalent to the sum due.


		9.02	Other
                                         charges



The
Borrower shall bear all reasonable and documented charges and expenses, including professional, banking or exchange charges incurred
in connection with the preparation, execution, implementation, enforcement and termination of any Finance Document or any related
document, any amendment, supplement or waiver in respect of any Finance Document or any related document, and in the amendment,
creation, management, enforcement and realisation of any Guarantee and/or any security for the


 




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Loan.
All legal fees incurred by the Bank in connection with the preparation, execution, implementation of this Finance Contract are
capped up to an amount referred in the letter dated 17 June 2016 signed by the Borrower and the Bank.


		9.03	Increased
                                         costs, indemnity and set-off



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



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



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



		9.04	Accountant
                                         fees



The
Borrower shall, within ten Business Days of demand, pay to any Accountant (or to the Bank for the account of such Accountant)
the amount of all costs and expenses (including legal and other fees) incurred by that Accountant in connection with the valuation
of the Borrower pursuant to Article 3.05.


ARTICLE 10 


Events
of Default


		10.01	Right
                                         to demand repayment



The
Borrower shall repay all or part of the Loan (as requested by the Bank) forthwith, together with accrued interest (including any
Deferred Interest) and all other accrued or outstanding amounts under this Contract, upon written demand being made by the Bank
in accordance with the following provisions.


 




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		10.01A	Immediate
                                         demand



The
Bank may make such demand immediately:


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



		(b)	if
                                         any information or document given to the Bank by or on behalf of any Obligor or any member
                                         of the Group or any representation, warranty or statement made or deemed to be made by
                                         any Obligor or any member of the Group in or pursuant to any Finance Document is or proves
                                         to have been incorrect, incomplete or misleading in any material respect;



		(c)	if,
                                         following any default of any Obligor or any other member of the Group in relation to
                                         any loan, or any obligation arising out of any financial transaction, other than the
                                         Loan,



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



		(ii)	any
                                         financial commitment for such other loan or obligation is cancelled or suspended;



		(d)	if
                                         any Obligor or any member of the Group is unable to pay its debts as they fall due, or
                                         suspends its debts, or makes or seeks to make a composition with its creditors;



		(e)	if
                                         any corporate action, legal proceedings or other procedure or step is taken in relation
                                         to the suspension of payments, a moratorium of any indebtedness, dissolution, administration
                                         or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise)
                                         or an order is made or an effective resolution is passed for the winding up of any Obligor
                                         or any member of the Group, or if any Obligor or any member of the Group takes steps
                                         towards a substantial reduction in its capital, is declared insolvent or ceases or resolves
                                         to cease to carry on the whole or any substantial part of its business or activities;



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



		(g)	if
                                         any Obligor or any member of the Group defaults in the performance of any obligation
                                         in respect of any other loan granted by the Bank or financial instrument entered into
                                         with the Bank;



 


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		(h)	if
                                         any Obligor or any member of the Group defaults in the performance of any obligation
                                         in respect of any other loan made to it from the resources of the Bank or the European
                                         Union;



		(i)	if
                                         any distress, execution, sequestration or other process is levied or enforced upon the
                                         property of any Obligor or any property forming part of the Project and is not discharged
                                         or stayed within 14 (fourteen) days; if a Material Adverse Change occurs, as compared
                                         with an Obligor’s condition at the date of this Contract; or



		(j)	if
                                         it is or becomes unlawful for any Obligor to perform any of its obligations under any
                                         Finance Document or any Finance Document is not effective in accordance with its terms
                                         or is alleged by any Obligor to be ineffective in accordance with its terms.



		10.01B	Demand
                                         after notice to remedy



The
Bank may also make such demand:


		(a)	if
                                         the Borrower fails to comply with any obligation under this Contract not being an obligation
                                         mentioned in Article 10.01A or a Guarantor fails to comply with any obligation under
                                         a Guarantee; or



		(b)	if
                                         any fact related to any Obligor or the Project stated in the Recitals materially alters
                                         and is not materially restored and if the alteration either materially prejudices the
                                         interests of the Bank as lender to the Borrower or adversely affects the implementation
                                         or operation of the Project,



unless
the non-compliance or circumstance giving rise to the non-compliance is capable of remedy and is remedied within a reasonable
period of time specified in a notice served by the Bank on any Obligor.


		10.02	Other
                                         rights at law



Article
10.01 shall not restrict any other right of the Bank at law to require prepayment of the Loan.


		10.03	Indemnity



		10.03A	Tranches



In
case of demand under Article 10.01 in respect of any Tranche, the Borrower shall pay to the Bank the amount demanded together
with a sum equal to the present value of 0.15% (fifteen basis points) per annum calculated and accruing on the amount of principal
due to be prepaid in the same manner as interest would have been calculated and would have accrued, if that amount had remained
outstanding according to the original amortisation schedule of that Tranche, until the Maturity Date of that Tranche.


The
value shall be calculated at a discount rate equal to the Redeployment Rate applied as of each relevant Payment Date.


		10.03B	General



Amounts
due by the Borrower pursuant to this Article 10.03 shall be payable on the date of prepayment specified in the Bank’s demand.


 




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		10.04	Non-Waiver



No
failure or delay or single or partial exercise by the Bank in exercising any of its rights or remedies under this Contract shall
be construed as a waiver of such right or remedy. The rights and remedies provided in this Contract are cumulative and not exclusive
of any rights or remedies provided by law.


ARTICLE 11 


Law
and jurisdiction, miscellaneous


		11.01	Governing
                                         Law



This
Contract and any non-contractual obligations arising out of or in connection with it shall be governed by the laws of England
and Wales.


		11.02	Jurisdiction



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



		(b)	The
                                         parties agree that the courts of England and Wales are the most appropriate and convenient
                                         courts to settle Disputes between them and, accordingly, that they will not argue to
                                         the contrary.



		(c)	This
                                         Article 11.02 is for the benefit of the Bank only. As a result and notwithstanding Article
                                         11.02(a), it does not prevent the Bank from taking proceedings relating to a dispute
                                         (including a dispute relating to the existence, validity or termination hereof or any
                                         non-contractual obligation arising out of or in connection with this Contract) in any
                                         other courts with jurisdiction. To the extent allowed by law, the Bank may take concurrent
                                         proceedings in any number of jurisdictions.



		11.03	Agent
                                         of Service



Without
prejudice to any other mode of service allowed under any relevant law, the Borrower hereby irrevocably appoints Buzzacott LLP
of 130 Wood Street, London, EC2V 6DL, United Kingdom as its agent of service for the purposes of accepting service on its behalf
of any writ, notice, order, judgement or other legal process. The Borrower agrees that failure by a process agent to notify it
of the process will not invalidate the proceedings concerned.


The
Bank hereby appoints The Securities Management Trust Limited of 8 Lothbury, London EC2 7HH, United Kingdom to be its agent for
the purpose of accepting service of legal process.


		11.04	Place
                                         of performance



Unless
otherwise specifically agreed by the Bank in writing, the place of performance under this Contract, shall be the seat of the Bank.


 




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		11.05	Evidence
                                         of sums due



In
any legal action arising out of this Contract the certificate of the Bank as to any amount or rate due to the Bank under this
Contract shall, in the absence of manifest error, be prima facie evidence of such amount or rate.


		11.06	Third
                                         party rights



A
person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit
of any term of this Contract.


		11.07	Entire
                                         Agreement



This
Contract constitutes the entire agreement between the Bank and the Borrower in relation to the provision of the Credit hereunder,
and supersedes any previous agreement, whether express or implied, on the same matter.


		11.08	Invalidity



If
at any time any term of this Contract is or becomes illegal, invalid or unenforceable in any respect, or this Contract is or becomes
ineffective in any respect, under the laws of any jurisdiction, such illegality, invalidity, unenforceability or ineffectiveness
shall not affect:


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



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



		11.09	Amendments



Any
amendment to this Contract shall be made in writing and shall be signed by the parties hereto.


		11.10	Counterparts



This
Contract may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Each counterpart is an original, but all counterparts shall together constitute one and the same instrument.


ARTICLE 12 


Final
clauses


		12.01	Notices
                                         to either party



Notices
and other communications given under this Contract addressed to either party to this Contract shall be made to the address or
facsimile number as set out below, or


 




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to
such other address or facsimile number as a party previously notifies to the other in writing:





	 	For
the Bank	Attention: TMR


100 boulevard Konrad Adenauer


L-2950 Luxembourg


Email: 


Facsimile no: 

	 	 	 
	 	For
Curetis GmbH	Attention: Managing Directors and cc to Corporate
Legal


Max-Eyth-Strasse 42


71088 Holzgerlingen, Germany


Facsimile no.: 







 


		12.02	Form
                                         of notice



Any
notice or other communication given under this Contract must be in writing. Notices and other communications, for which fixed
periods are laid down in this Contract or which themselves fix periods binding on the addressee, may be made by hand delivery,
registered letter or facsimile. Such notices and communications shall be deemed to have been received by the other party on the
date of delivery in relation to a hand-delivered or registered letter or on receipt of transmission in relation to a facsimile.


Other
notices and communications may be made by hand delivery, registered letter or facsimile or, to the extent agreed by the parties
by written agreement, by email or other electronic communication.


Without
affecting the validity of any notice delivered by facsimile according to the paragraphs above, a copy of each notice delivered
by facsimile shall also be sent by letter to the relevant party on the next following Business Day at the latest.


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


		12.03	Recitals
                                         and Schedules



The
Recitals and following Schedules form part of this Contract:


Schedule
AProject Specification and Reporting


Schedule
BDefinition of EURIBOR


Schedule
CForms for Borrower


Schedule
DConditions Precedent and Certificates of the Borrower


Schedule
EExisting Security


		Schedule	FPPI
                                         Examples





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IN
WITNESS WHEREOF the parties hereto have caused this Contract to be executed in four originals in the English language.


At
Luxembourg, this 12 December 2016


 


{*intentionally
blank*}


 


 


 




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Schedule
A


Project
Specification and Reporting

A.1 Technical Description (Article 6.02)

A.2 Information Duties under Article 8.01(a)


A.1.
TECHNICAL DESCRIPTION


Purpose,
Location


The
project would support the development of novel test panels, e.g. for intra-abdominal infections and sepsis host response as well
as urinary tract infection, cardiology associated infection and extended respiratory panels, as well as future panels on platforms
such as the Unyvero platform. In addition, the project would support the necessary clinical trials to obtain the relevant regulatory
approvals for market authorization and reimbursement, and capex for manufacturing expansion.


The
project will mostly be carried out in Germany and to a lesser extent within other EU countries and the US.


Description


Curetis’
project costs over a five year project period from 2016 to 2020 amounts to approximately EUR [***] million, whereof [***]% are
current R&D expenditures and [***]% R&D related capital expenditures dedicated to expansion of in-house facilities.


Calendar


The
project will be implemented in the period 2016-2020.


 




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A.2.
PROJECT INFORMATION TO BE SENT TO THE BANK AND METHOD OF TRANSMISSION


1.       Dispatch
of information: designation of the person responsible


The
information below has to be sent to the Bank under the responsibility of:


	 	Financial
    Contact	Technical
    Contact
	Company	Curetis	Curetis
	Contact
    person	Heiko
    Schorr	Heiko
    Schorr
	Title	Director
    Finance	Director
    Finance
	Function
    / Department financial and technical	Finance
    Department	Finance
    Department
	Address	Max-Eyth-Strasse
    42, 71088 

    Holzgerlingen, Germany	Max-Eyth-Strasse
    42, 71088 

    Holzgerlingen, Germany
	Phone		
	Fax		
	Email	[***]	[***]


 


The
above-mentioned contact persons are the responsible contacts for the time being. The Borrower shall inform the EIB immediately
in case of any change.


2.       Information
on specific subjects


The
Borrower shall deliver to the Bank the following information at the latest by the deadline indicated below.


	Document
    / information	Deadline
	N/A	 


 


3.       Information
on the project’s implementation


The
Borrower shall deliver to the Bank the following information on project progress during implementation at the latest by the deadline
indicated below.






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	Document
    / information	Deadline	Frequency
    of reporting





 


	Project
                                         Progress Report

        -       
        A brief update on the Technical Description, explaining the reasons for significant changes vs. initial scope, if any;

        -       
        Update on the date of completion of the project, explaining reasons for delays, if any;

        -       
        Update on the cost of the project, explaining reasons for cost half-year variations vs. initial budgeted cost, if
        any;

        -       
        A description of any major issue with impact on the signature environment including the social environment, if any; of

        -       
        Update and comments on significant market developments finance and marketing measures for the different applications;

        -       
        Significant issues or risks that have occurred and/or might affect the project’s implementation, if any;

        -       
        Ongoing or foreseeable legal action concerning the project, if any.
	6
    weeks after the end of the half-year reporting, starting with the half-year following signature of finance contract	Semi-annual


 


Investment
cost split:


	Project
    related costs (in EURm)	2016	2017	2018	2019	2020	SUM
	Personnel	[***]	[***]	[***]	[***]	[***]	[***]
	Other
    R&D / Consumables	[***]	[***]	[***]	[***]	[***]	[***]
	Contract
    R&D (incl FDA trials, Gyronimo, IP etc)	[***]	[***]	[***]	[***]	[***]	[***]
	CapEx	[***]	[***]	[***]	[***]	[***]	[***]
	SUM	[***]	[***]	[***]	[***]	[***]	[***]


 


4.       Information
on the end of works and first year of operation


The
Borrower shall deliver to the Bank the following information on project completion and initial operation at the latest by the
deadline indicated below.


 






    	58 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.
 
 




    

 


	Document
    / information	Date
    of delivery to the Bank




 


	Project
                                         Completion Report, including:

        -       
        A final Technical Description of the project as completed, explaining the reasons for significant changes compared to
        the Technical Description in A.1., if any;

        -       
        The date of completion of the project, explaining reasons for delays, if any;

        -       
        The final cost of the project, explaining reasons for cost variations vs. initial budgeted cost, if any;

        -       
        Employment effects of the project: man-years required during implementation as well as permanent new jobs created;

        -       
        Please describe the company’s project portfolio, with a focus on developments within the project period compared
        to plan, including status on: Intraabdominal infections, Sepsis, and the longer term development pipeline including additional
        application cartridges for UTI, CAI, XRP, GEAR Bio-IT and Gyronimo.

        -       
        A description of any major issue with impact on the environment or social impacts;

        -       
        Update on procurement procedures used;

        -       
        Update on significant market developments and marketing measures for the marketed cartridges;

        -       
        Any significant issue that has occurred and any significant risk that may affect the project’s operation;

        -       
        Any legal action concerning the project that may be on-going.
	30
    June 2021


 


	Language
    of reports	English


 


 




    	59 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.
 
 




    


Schedule
B


Definition
of EURIBOR


A.       EURIBOR


“EURIBOR”
means:


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



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



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



(the
period for which the rate is taken or from which the rates are interpolated being the “Representative Period”).


For
the purposes of paragraphs (b) and (c) above, “available” means the rates, for given maturities, that are calculated
and published by Global Rate Set Systems Ltd (GRSS), or such other service provider selected by the European Money Markets Institute
(EMMI), under the sponsorship of EMMI and EURIBOR ACI, or any successor to that function of EMMI and EURIBOR ACI as determined
by the Bank.


““Screen
Rate” means the rate of interest for deposits in EUR for the relevant period as published at 11h00, Brussels time, or
at a later time acceptable to the Bank on the day (the “Reset Date”) which falls 2 (two) Relevant Business
Days prior to the first day of the relevant period, on Reuters page EURIBOR 01 or its successor page or, failing which, by any
other means of publication chosen for this purpose by the Bank.


If
such Screen Rate is not so published, the Bank shall request the principal euro-zone offices of four major banks in the euro-zone,
selected by the Bank, to quote the rate at which EUR deposits in a comparable amount are offered by each of them as at approximately
11h00, Brussels time, on the Reset Date to prime banks in the euro-zone interbank market for a period equal to the Representative
Period. If at least 2 (two) quotations are provided, the rate for that Reset Date will be the arithmetic mean of the quotations.


If
fewer than 2 (two) quotations are provided as requested, the rate for that Reset Date will be the arithmetic mean of the rates
quoted by major banks in the euro-zone, selected by the Bank, at approximately 11h00, Brussels time, on the day which falls 2
(two) Relevant Business Days after the Reset Date, for loans in EUR in a comparable amount to leading European Banks for a period
equal to the Representative Period.


If
no rate is available as provided above, EURIBOR shall be the rate (expressed as a percentage rate per annum) which is determined
by the Bank to be the all-inclusive cost to the Bank for the funding of the relevant Tranche based upon the then applicable internally


 




    	60 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.
 
 




    


generated
Bank reference rate or an alternative rate determination method reasonably determined by the Bank.


B.       GENERAL


For
the purposes of the foregoing definitions:


		(a)	All
                                         percentages resulting from any calculations referred to in this Schedule will be rounded,
                                         if necessary, to the nearest one hundred-thousandth of a percentage point, with halves
                                         being rounded up.



		(b)	The
                                         Bank shall inform the Borrower without delay of the quotations received by the Bank.



		(c)	If
                                         any of the foregoing provisions becomes inconsistent with provisions adopted under the
                                         aegis of EMMI and EURIBOR ACI (or any successor to that function of EMMI and EURIBOR
                                         ACI as determined by the Bank), the Bank may by notice to the Borrower amend the provision
                                         to bring it into line with such other provisions.


 




    	61 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.
 
 




    


Schedule
C


Forms
for Borrower[1]


Disbursement
procedure


C.1
Form of Disbursement Request (Article 1.02B)


Disbursement
Request


Germany
– Curetis


 


 


Borrower’s
account to be credited:


















[1]
To be provided on paper bearing the Borrower’s letterhead.





    	62 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.
 
 




    


Acc.
N°: .......................................................................................................


(please,
provide IBAN format in case of disbursements in EUR)


Bank
name, address: .........................................................................................


Please
transmit information relevant to:


Borrower’s
authorised name(s) and signature(s):


 




    	63 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.
 
 




    


Schedule
D


CONDITIONS
PRECEDENT TO THE DISBURSEMENT OF THE CREDIT

AND CERTIFICATES TO BE PROVIDED BY THE BORROWER


D.1
Form of Certificate from Borrower (Article 1.04B)


		To:	European
                                         Investment Bank



		From:	Curetis
                                         GmbH



		Date:	



Subject:
Finance Contract between European Investment Bank and Curetis GmbH dated

{***} 2016 (the “Finance Contract”)


FI
number 86508Serapis number 2016-0480


Dear
Sirs,


Terms
defined in the Finance Contract have the same meaning when used in this letter.


For
the purposes of Article 1.04 of the Finance Contract we hereby certify to you as follows:


		(a)	no
                                         Prepayment Event has occurred and is continuing unremedied;



		(b)	no
                                         security of the type prohibited under Article 7.02 has been created or is in existence;



		(c)	there
                                         has been no material change to any aspect of the Project or in respect of which we are
                                         obliged to report under Article 8.01, save as previously communicated by us;



		(d)	no
                                         event or circumstance which constitutes or would with the passage of time or giving of
                                         notice under the Finance Contract constitute an Event of Default has occurred and is
                                         continuing unremedied or unwaived;



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



		(f)	the
                                         representations and warranties to be made or repeated by us under Article 6.22 are true
                                         in all material respects; and



		(g)	no
                                         Material Adverse Change has occurred, as compared with the situation at the date of the
                                         Finance Contract.



Yours
faithfully,


For
and on behalf of Curetis GmbH


Date:




    	64 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.
 
 




    


 


D.2
Form of Compliance Certificate


To:European
Investment Bank


From:Curetis
GmbH


Date:


		Subject:	Finance
                                         Contract between European Investment Bank and Curetis GmbH dated {***}

                                         2016 (the “Finance Contract”)



FI
number 86508Serapis number 2016-0480


Dear
Sirs,


We
refer to the Finance Contract. This is a Compliance Certificate. Terms defined in the Finance Contract have the same meaning when
used in this Compliance Certificate.


We
hereby confirm:


		(i)	{insert
                                         information regarding asset disposal};



		(ii)	{no
                                         security of the type prohibited under Article 7.02 has been created or is in existence;}



		(iii)	{no
                                         event or circumstance which constitutes or would with the passage of time or giving of
                                         notice under the Finance Contract constitute an Event of Default has occurred and is
                                         continuing unremedied or unwaived. {If this statement cannot be made, this certificate
                                         should identify any potential event of default that is continuing and the steps, if any,
                                         being taken to remedy it}}.



Yours
faithfully,


For
and on behalf of Curetis GmbH





	{Managing
Director}	{Managing
Director}



 







    	65 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.
 
 




    


Schedule
E


Existing
Security


The
Borrower also pledged another bank account for a bank guarantee with a value of EUR 36,115.62 per 30 September 2016. This bank
guarantee is required to ensure that the trade credit insurance can issue a credit limit to the chamber of commerce so that the
chamber of commerce in turn can issue CARNETS for the Borrower. That gives the Borrower the ability to make temporary Unyvero
system placements for demo purposes in Switzerland without paying customs charges.


Furthermore
the Borrower pledged two bank accounts to its landlords in Holzgerlingen and Bodelshausen as rent deposit, respectively. The value
of these accounts per 30 September 2016 was EUR 27,855.62.


Curetis
USA, Inc. has a blocked account with a value of USD 50,000.00 (currently) serving as security for credit cards issued for the
benefit of Curetis USA, Inc.


 


 




    	66 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.
 
 




    


Schedule
F


PPI
Examples


The
following worked examples have been provided to illustrate the calculation of the PPI. These examples has been provided for illustration
purposes only:


1.
PPI on a full repayment


	PPI
    Tranche	EUR
    5,000,000
	PPI
    Rate	2.1%
	PPI
    Demand Date Market Capitalisation	EUR
    300,000,000
	PPI
    Amount	(PPI
                                         Demand Date Market Capitalisation x PPI Rate)

        Namely:

        EUR300,000,000
        x 0.021 = EUR6,300,000

	PPI	(Amount
                                         of PPI Tranche Due Payment/ amount of the PPI Tranche) x PPI Amount

        Namely:

        (EUR5,000,000/
        EUR5,000,000) x EUR6,300,000



 


2.
PPI on a partial prepayment (PPI demanded before any further prepayments/repayment)


	Amount
    of PPI Tranche Due Payment	EUR
    2,000,000
	PPI
    Tranche	EUR
    5,000,000
	PPI
    Rate	2.1%
	PPI
    Demand Date Market Capitalisation	EUR
    300,000,000
	PPI
    Amount	(PPI
                                         Demand Date Market Capitalisation x PPI Rate)

        Namely:

        EUR300,000,000
        x 0.021 = EUR6,300,000

	PPI	(Amount
    of PPI Tranche Due Payment/ amount of the PPI Tranche) x PPI Amount
	Namely:

        (EUR2,000,000/EUR5,000,000)
        x EUR6,300,000 = EUR2,520,000



 




    	67 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.
 
 




    


3.       PPI
on a partial prepayment (PPI demanded after further prepayments/repayment)


	Amount
    of first PPI Tranche Due Payment	EUR
    2,000,000 (PPI previously demanded)
	Amount
    of second PPI  Tranche Due Payment	EUR
    1,500,000 (PPI not previously demanded)
	Amount
    of third PPI Tranche Due Payment	EUR
    1,500,000 (PPI not previously demanded)
	PPI
    Tranche	EUR
    5,000,000
	PPI
    Rate	2.1%
	PPI
    Demand Date Market Capitalisation	EUR
    500,000,000
	PPI
    Amount	(PPI
                                         Demand Date Market Capitalisation x PPI Rate)

        Namely:

        EUR500,000,000
        x 0.021 = EUR10,500,000

	PPI	(Amount
                                         of PPI Tranche Due Payment/ amount of the PPI Tranche) x PPI Amount

        Namely:

        (EUR3,000,000/EUR5,000,000)
        x EUR10,500,000 = EUR6,300,000



 


 






    	68 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.