EX-10.1





 Exhibit 10.1 

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT WITH THREE ASTERISKS [***]. 

SUBSCRIPTION AGREEMENT 

Between 
 CFIP CLYD LLC

 AND 
 CELYAD
ONCOLOGY SA 
 Dated as of December 2, 2021 
  












 TABLE OF CONTENTS 

 

					
	 	  	Page	 
	 1.   Definitions
	  	 	1	 
		
	 1.1  Defined Terms
	  	 	1	 
	 1.2  Additional Defined Terms
	  	 	4	 
		
	 2.   Subscription and Issuance of Ordinary Shares
	  	 	5	 
		
	 3.   Closing Date; Deliveries and Closing Conditions
	  	 	5	 
		
	 3.1  Closing Date
	  	 	5	 
	 3.2  Payment
	  	 	5	 
	 3.3  Deliveries and Closing Conditions
	  	 	6	 
		
	 4.   Representations and Warranties of the Company
	  	 	7	 
		
	 4.1  Organization and Qualification
	  	 	7	 
	 4.2  Capitalization
	  	 	7	 
	 4.3  Subsidiaries
	  	 	8	 
	 4.4  Authorization
	  	 	8	 
	 4.5  No Defaults
	  	 	9	 
	 4.6  No Conflicts
	  	 	9	 
	 4.7  No Governmental Authority or Third Party Consents
	  	 	9	 
	 4.8  Validity of the Securities and Absence of Breach
	  	 	9	 
	 4.9  Registration and Voting Rights
	  	 	10	 
	 4.10  Litigation
	  	 	10	 
	 4.11  Licenses and Other Rights; Compliance with Laws
	  	 	10	 
	 4.12  Compliance with Healthcare Laws and Regulations
	  	 	10	 
	 4.13  Company SEC Documents; Financial Statements; Nasdaq Stock Market
	  	 	11	 
	 4.14  Absence of Certain Changes
	  	 	12	 
	 4.15  No Inside Information; Absence of Market Abuse
	  	 	12	 
	 4.16  Offering
	  	 	13	 
	 4.17  Brokers’ or Finders’ Fees
	  	 	13	 
	 4.18  No Integration
	  	 	13	 
	 4.19  Internal Controls; Disclosure Controls and Procedures
	  	 	13	 
	 4.20  Compliance with the Sarbanes-Oxley Act
	  	 	14	 
	 4.21  Investment Company
	  	 	14	 
	 4.22  Foreign Corrupt Practices Act
	  	 	14	 
	 4.23  Economic Sanctions
	  	 	14	 
	 4.24  Money Laundering
	  	 	15	 
	 4.25  Critical Technologies
	  	 	15	 
	 4.26  Title
	  	 	15	 
	 4.27  Intellectual Property Rights
	  	 	15	 
	 4.28  Cybersecurity
	  	 	17	 
	 4.29  Compliance with Data Privacy Laws
	  	 	18	 
	 4.30  Employee Agreements
	  	 	18	 
	 4.31  Environmental Laws
	  	 	18	 
	 4.32  Insurance
	  	 	19	 


  
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	 4.33  Tax Status
	  	 	19	 
	 4.34  Absence of Labor Disputes
	  	 	19	 
	 4.35  Choice of Law
	  	 	19	 
	 4.36  Personal Jurisdiction
	  	 	19	 
	 4.37  Judgment and Enforceability
	  	 	20	 
	 4.38  No Immunity
	  	 	20	 
		
	 5.   Representations and Warranties of the Investor
	  	 	20	 
		
	 5.1  Organization; Good Standing
	  	 	20	 
	 5.2  Authorization
	  	 	20	 
	 5.3  No Conflicts
	  	 	21	 
	 5.4  No Governmental Authority Consents
	  	 	21	 
	 5.5  Purchase Entirely for Own Account
	  	 	21	 
	 5.6  Disclosure of Information
	  	 	21	 
	 5.7  Investment Experience and Accredited Investor Status
	  	 	21	 
	 5.8  Acquiring Person
	  	 	21	 
	 5.9  Restricted Securities
	  	 	22	 
	 5.10  Financial Assurances
	  	 	22	 
	 5.11  Placement Agent
	  	 	22	 
		
	 6.   Additional Covenants and Agreements
	  	 	22	 
		
	 6.1  Market Listing
	  	 	22	 
	 6.2  Interim Operations
	  	 	22	 
	 6.3  Assistance and Cooperation
	  	 	23	 
	 6.4  Certificate
	  	 	23	 
		
	 7.   Miscellaneous
	  	 	23	 
		
	 7.1  Governing Law
	  	 	23	 
	 7.2  Submission to Jurisdiction
	  	 	23	 
	 7.3  Waiver
	  	 	24	 
	 7.4  Notices
	  	 	24	 
	 7.5  Entire Agreement
	  	 	24	 
	 7.6  Amendments
	  	 	24	 
	 7.7  Headings
	  	 	24	 
	 7.8  Construction
	  	 	25	 
	 7.9  Translation
	  	 	25	 
	 7.10  Severability
	  	 	25	 
	 7.11  Assignment
	  	 	25	 
	 7.12  Successors and Assigns
	  	 	25	 
	 7.13  Counterparts
	  	 	25	 
	 7.14  Third Party Beneficiaries
	  	 	26	 
	 7.15  No Strict Construction
	  	 	26	 
	 7.16  Survival of Warranties
	  	 	26	 
	 7.17  Injunctive Relief
	  	 	26	 
	 7.18  Remedies
	  	 	26	 
	 7.19  Expenses
	  	 	26	 
	 7.20  Exculpation of the Placement Agent
	  	 	26	 


  
 ii 













 Exhibit A – Form of Cross Receipt 

Exhibit B – Notices 

  
 iii 













 SUBSCRIPTION AGREEMENT 

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of December 2, 2021 (the “Effective Date”), is
entered into between CFIP CLYD LLC, a Delaware limited liability company (the “Investor”), and Celyad Oncology SA, a limited liability company incorporated and existing in the form of a naamloze vennootschap /
société anonyme under Belgian law, having its registered office at Rue Edouard Belin 2, 1435 Mont-Saint-Guibert (Belgium) and registered with the Crossroads Bank for Enterprises under number 0891.118.115 (RLE Brabant Wallon) (the
“Company”). 
 WHEREAS, pursuant to the terms and subject to the conditions set forth in this Agreement, the Company
desires to issue and sell to the Investor, and the Investor desires to subscribe for and purchase from the Company, certain ordinary shares of the Company without nominal value (the “Ordinary Shares”). 

WHEREAS, in partial consideration for the Investor’s willingness to enter into this Agreement, the Company and the Investor are entering
into a Shareholders’ Rights Agreement (as defined below). 
 WHEREAS, the Company has engaged SVB Leerink LLC as its exclusive
placement agent for the offering of the Securities (as defined below). 
 NOW, THEREFORE, in consideration of the following mutual promises
and obligations, and for good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, the Investor and the Company agree as follows: 

1. Definitions. 
 1.1
Defined Terms. When used in this Agreement, the following terms shall have the respective meanings specified therefor below: 

“Affiliate” shall have the meaning set forth in the Shareholders’ Rights Agreement. 

“Agreement” shall have the meaning set forth in the Preamble, including all Exhibits attached hereto. 

“American Depositary Shares” shall mean American Depositary Shares of the Company, each representing one Ordinary Share. 

“Belgian Companies and Associations Code” shall have the meaning set forth in the Shareholders’ Rights Agreement. 

“Board of Directors” shall have the meaning set forth in the Shareholders’ Rights Agreement. 

“Business Day” shall have the meaning set forth in the Shareholders’ Rights Agreement. 












 “Company Licensed Patents” means all Patents owned by other Persons and
licensed to or otherwise used by the Company or its Subsidiaries. The Company License Patents include all Patents licensed to the Company and/or its Subsidiaries from the Trustees of Dartmouth College. 

“Company Owned Patents” means all Patents owned, or purported to be owned, by the Company or its Subsidiaries. 

“Company Patents” means all Company Owned Patents and Company Licensed Patents. 

“Cross Receipt” shall mean an executed document signed by each of the Company and the Investor, in substantially the form of
Exhibit A attached hereto. 
 “Encumbrance” means any charge, claim, limitation, condition, covenant, license,
estoppel event, equitable interest, mortgage, lien, option, pledge, security interest, easement, encroachment, right of first refusal, confirmatory license, adverse claim or restriction of any kind, including any restriction on or transfer or other
assignment, as security or otherwise, of or relating to use, quiet enjoyment, voting, transfer, receipt of income or exercise of any other attribute of ownership. 

“Environmental Law” means any U.S. or Belgian federal, state, local or foreign law, statute, ordinance, rule, regulation,
order, decree, judgment, injunction, permit, license, authorization or other binding requirement, or common law, relating to health, safety or the protection, cleanup or restoration of the environment or natural resources, including those relating
to the distribution, processing, generation, treatment, storage, disposal, transportation, other handling or release or threatened release of Hazardous Materials. 

“Filings” shall mean any documents filed or furnished by the Company or any Subsidiary of the Company with the Securities and
Exchange Commission under the Securities and Exchange Act of 1934, as amended; annual reports to shareholders, annual and quarterly statutory statements of the Company or any Subsidiary of the Company; and any registration statements, prospectuses
documents filed or furnished by the Company or any of its Subsidiaries with the Commission under the Securities Act of 1933, as amended. 

“Governmental Authority” shall mean any court, agency, authority, department or other instrumentality of any government or
country or of any national, federal, state, provincial, regional, county, city or other political subdivision of any such government or country or any supranational organization of which any such country is a member. 

“Hazardous Materials” means any material (including, without limitation, pollutants, contaminants, hazardous or toxic
substances or wastes) that is regulated by or may give rise to liability under any Environmental Law. 
 “Law” or
“Laws” shall mean all laws, statutes, rules, regulations, orders, judgments, injunctions and/or ordinances of any Governmental Authority. 

“Market Abuse Regulation” shall mean Regulation (EU) No 596/2014 of the European Parliament and of the Council of
16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, as amended from time to time, and the
rules and regulations promulgated thereunder. 

  
 2 













 “Organizational Documents” shall mean the Articles of Association of the
Company, dated January 8, 2021, as may be amended and/or restated from time to time. 
 “Patents” means any and all
patents, patent applications (including both provisional and non-provisional), industrial designs (including utility model rights, design rights and industrial property rights), industrial design applications
and statutory invention registrations, together with all reissues, continuations, continuations-in-part, revisions, divisionals, extensions, and reexaminations in
connection therewith in any jurisdiction throughout the world. 
 “Patent Agreements” means all agreements to which the
Company or any of its Subsidiaries is a party and that relate to Company Patents, including, but not limited to, license agreements, releases of claims or damages, settlement agreements, judgments, covenants not to sue or assert, pledges,
development agreements, as well as all licenses, authorizations, non-governmental licenses, agreements and other intellectual property rights of the Company and its Subsidiaries (other than those primarily
related to software) and all agreements of the Company and its Subsidiaries that contain any earn-out or similar obligation to provide a third party with payments on the basis of licensing or sub-licensing income or other intellectual property monetization activities. 
 “Placement
Agent” means SVB Leerink LLC. 
 “Person” shall have the meaning set forth in the Shareholders’ Rights
Agreement. 
 “Shareholders’ Rights Agreement” shall mean the Shareholders’ Rights Agreement between the Company
and the Investor, dated as of the date hereof. 
 “Subsidiary” shall have the meaning set forth in the Shareholders’
Rights Agreement. 
 “Third Party” shall mean any Person (other than a Governmental Authority) other than the Investor, the
Company or any Affiliate of the Investor or the Company. 
 “Transaction” means the issuance of the Securities by the
Company, and the subscription for the Securities by the Investor, in accordance with the terms hereof. 
 “Transaction
Documents” means this Agreement and the Shareholders’ Rights Agreement. 

  
 3 













 1.2 Additional Defined Terms. In addition to the terms defined in Section 1.1,
the following terms shall have the respective meanings assigned thereto in the sections indicated below: 
  

			
	 Defined Term
	  	 Section

		
	Aggregate Subscription Price	  	Section 2
		
	Anti-Corruption Laws	  	Section 4.22
		
	Closing	  	Section 3.1
		
	Closing Date	  	Section 3.1
		
	Company	  	Preamble
		
	Company SEC Documents	  	Section 4.13(a)
		
	Company Subsidiaries	  	Section 4.3
		
	Effective Date	  	Preamble
		
	English Bribery Laws	  	Section 4.22
		
	Exchange Act	  	Section 4.13(a)
		
	FCPA	  	Section 4.22
		
	Governmental Entity	  	Section 4.5
		
	Governmental Licenses	  	Section 4.11
		
	Healthcare Authorities	  	Section 4.12
		
	IFRS	  	Section 4.13(b)
		
	Investor	  	Preamble
		
	IT Systems and Data	  	Section 4.28
		
	Material Adverse Effect	  	Section 4.1(b)
		
	Money Laundering Laws	  	Section 4.24
		
	OECD Convention	  	Section 4.22
		
	 Ordinary Shares
 Other IP Agreements
	  	 Recitals
 Section 4.27(c)

		
	Other Licenses	  	Section 4.11
		
	Permitted Encumbrances	  	Section 4.27(d)
		
	Placement Agent	  	Section 1.1


  
 4 














			
	 Defined Term
	  	 Section

		
	Policies	  	Section 4.29
		
	Privacy Laws	  	Section 4.29
		
	Rule 144	  	Section 5.9
		
	Sanctions	  	Section 4.23
		
	SEC	  	Section 4.7
		
	Securities	  	Section 2
		
	Securities Act	  	Section 4.13(a)

 2. Subscription and Issuance of Ordinary Shares. Subject to the terms and conditions of this
Agreement, at the Closing, the Company shall issue and sell to the Investor, free and clear of all liens, other than any liens arising as a result of any action by the Investor, and the Investor shall subscribe for and purchase from the Company,
6,500,000 Ordinary Shares (the “Securities”) for $5.00 per share, or $32,500,000 in the aggregate (the “Aggregate Subscription Price”). Thereto, the Company shall, on the Closing Date, increase its share capital and
non-distributable issue premium with an amount equal to the Aggregate Subscription Price, by means of a capital increase unanimously approved by the Board of Directors within the framework of the authorized
capital, with cancellation of the preferential subscription rights of the shareholders to the benefit of the Investor. The Securities shall be issued in registered form, and shall be identical in all respects (including the right to share in the
dividends and any profits (including profits carried forward and reserves) to the existing Ordinary Shares. 
 3. Closing Date;
Deliveries and Closing Conditions. 
 3.1 Closing Date. The parties hereto intend that the subscription and issuance and
purchase and sale of the Securities hereunder shall close remotely via the exchange of documents and the subscription and issuance of the Securities before a Belgian Notary [***] Business Days after the signing of this Agreement (the
“Closing”), or at such time and location as the parties hereto may agree. The date the Closing occurs is hereinafter referred to as the “Closing Date.” 

3.2 Payment. Payment of the Aggregate Subscription Price shall be made to the Company via wire transfer of immediately available funds
in U.S. Dollars, on or prior to 5:00 p.m., Central European Time, on the Closing Date to the blocked bank account [***] in the Company’s name with ING Belgium SA/NV established in accordance with Section 7:195 of the Belgian Companies and
Associations Code. The funds deposited in that blocked bank account shall remain so deposited until the issuance and delivery of the Securities to the Investor on the Closing Date. The Company shall notify the Investor in writing of the wiring
instructions for such account not less than [***] Business Days before the Closing Date. 

  
 5 













 3.3 Deliveries and Closing Conditions. 

(a) Deliveries by the Company and Conditions to the Investor’s Obligations at Closing. On the Effective Date, the Company shall
deliver to the Investor a counterpart signature page to the Shareholders’ Rights Agreement. At the Closing, the Company shall inscribe the Securities in its shareholders’ register in the name of the Investor and deliver a duly executed
Cross Receipt. The obligation of the Investor to purchase the Securities at the Closing are subject to the fulfillment, on or before such Closing, of each of the following conditions, unless otherwise waived: (i) the representations and
warranties of the Company contained in Section 4 shall be true and correct in all respects as of the Closing, (ii) the Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in
this Agreement that are required to be performed or complied with by the Company on or before the Closing, (iii) the Company shall deliver a legal opinion of the Company Belgian counsel in form and substance reasonably satisfactory to the
Investor, (iv) the Company shall deliver a legal opinion of the Company U.S. counsel in form and substance reasonably satisfactory to the Investor, (v) the Company shall deliver a certificate of the secretary of the Company dated as of the
Closing Date certifying (A) that attached thereto are true and complete copies of the Organizational Documents in effect on the Closing Date; and (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board
of Directors of the Company authorizing the execution and delivery of this Agreement and the Shareholders’ Rights Agreement and the consummation of the transactions contemplated hereby and thereby and that all such resolutions are in full force
and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby as of the Closing Date, (vi) the Company shall deliver a certificate of the Chief Executive Officer of the Company, dated as of
the Closing Date, to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the
conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (vii) the Company and Investor shall have finalized (in a form that is satisfactory to Investor in its sole discretion) a form of amendment to the
Company’s articles of association to be voted upon by the Company’s shareholders at the extraordinary general meeting of shareholders required to be called by the Company pursuant to Section 6.2 of the Shareholders’ Rights
Agreement. 
 (b) .Deliveries by the Investor and Conditions to the Company’s Obligations at
Closing. On the Effective Date, the Investor shall deliver to the Company a counterpart signature page to the Shareholders’ Rights Agreement. On the Closing Date, the Investor shall deliver to the Company (i) the Aggregate Subscription
Price in accordance with Section 3.2 and (ii) a duly executed Cross Receipt. The obligation of the Company to sell the Securities to the Investor at the Closing are subject to the fulfillment, on or before such Closing, of each of the
following conditions, unless otherwise waived: (i) the representations and warranties of the Investor contained in Section 5 shall be true and correct in all respects as of the Closing and (ii) the Investor shall have performed
and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by Investor on or before the Closing. 

  
 6 













 4. Representations and Warranties of the Company. The Company hereby represents and
warrants the following as of the date hereof and as of the Closing Date (except for the representations and warranties that speak as of a specific date, which shall be made as of such date): 

4.1 Organization and Qualification. 

(a) The Company has been duly incorporated for an unlimited duration and is validly existing as a limited liability company
société anonyme in good standing (or such equivalent concept to the extent it exists) under the laws of Belgium and no steps have been taken or contemplated by the Company or, to the knowledge of the
Company, taken or threatened by a third party for its nullity, bankruptcy, liquidation, receivership or reorganization or any other similar proceeding, nor has any petition been filed or other proceedings commenced for an administration order, nor
has any bankruptcy custodian been appointed in any jurisdiction in respect of any part of the business or assets of the Company or any of its Subsidiaries. The Company has full corporate power and authority to own, lease and operate its properties
and conduct its business as described in the Filings and to execute and deliver this Agreement and the Shareholders’ Rights Agreement and to perform its obligations hereunder and thereunder, including to issue and deliver the Securities as
contemplated herein. 
 (b) The Company has been duly qualified to do business as a foreign corporation and is in good standing in each
jurisdiction where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, (i) have a
material adverse effect on the business, properties, financial conditions, results of operations or prospects of the Company and its Subsidiaries taken as a whole, (ii) prevent or materially interfere with the consummation of the
transactions contemplated hereby or by the Shareholders’ Rights Agreement (iii) prevent the American Depositary Shares from being accepted for listing on, or result in the delisting of the American Depositary Shares from, The Nasdaq
Global Market, or (iv) prevent the Securities from being accepted for listing on or result in the delisting of the Securities from Euronext (the occurrence of any such effect or any such prevention or interference or any such result
described in the foregoing clauses (i), (ii), (iii) and (iv) being herein referred to as a “Material Adverse Effect”). 

4.2 Capitalization. 

(a) As of the day immediately prior to the Effective Date, (i) [***] Ordinary Shares (including Ordinary Shares represented by American
Depositary Shares) are issued and outstanding and (ii) securities exercisable for or convertible into an additional [***] Ordinary Shares are issued and outstanding. All of the issued and outstanding Ordinary Shares have been duly authorized
and validly issued and are fully paid, non-assessable and free of preemptive rights. 
 (b) All of
the authorized Ordinary Shares are entitled to one vote per share, except, as of the Effective Date, for [***] shares registered on the Company’s registry which are entitled to two (2) votes per share. 

(c) Except as described or referred to in Section 4.2(a) above or the Filings, as of the Effective Date, there are not:
(i) any outstanding equity securities, options, warrants, debt securities, rights (including conversion or preemptive rights (other than those granted under applicable Laws)) or other agreements pursuant to which the Company is or may
become obligated to issue or repurchase any shares of its share capital or any other securities of the Company or (ii) any restrictions on the transfer of share capital of the Company other than pursuant to applicable Laws. 

  
 7 













 4.3 Subsidiaries. The Company has no Subsidiaries other than Biological Manufacturing
Services SA, Celyad Inc. and CorQuest Medical Inc. (collectively, the “Company Subsidiaries”) and none of the Company Subsidiaries are a “significant subsidiary” (as defined in Rule
1-02 of Regulation S-X under the Exchange Act); the Company owns all of the issued and outstanding share capital or capital stock, as applicable, of each of the Company
Subsidiaries; other than the share capital or capital stock, as applicable, of the Company Subsidiaries, the Company does not own, directly or indirectly, any shares of stock or any other equity interests or long-term debt securities of any
corporation, firm, partnership, joint venture, association or other entity; each Company Subsidiary has been duly incorporated or formed, as applicable, and is validly existing as a corporation or limited liability company, as applicable, in good
standing (or such equivalent concept to the extent it exists) under the laws of the jurisdiction of its incorporation, with full corporate or organizational power and authority to own, lease and operate its properties and to conduct its business as
described in the Filings, except where the failure to be in good standing would not have a Material Adverse Effect; each Company Subsidiary is duly qualified to do business as a foreign corporation or limited liability company, as applicable, and is
in good standing in each jurisdiction where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not, individually or in the
aggregate, have a Material Adverse Effect; all of the outstanding share capital or shares of capital stock of each of the Company Subsidiaries have been duly authorized and validly issued, are fully paid and
non-assessable, have been issued in compliance with all applicable securities laws, were not issued in violation of any preemptive right, resale right, right of first refusal or similar right and, except as
would not have a Material Adverse Effect, are owned by the Company subject to no security interest, other encumbrance or adverse claims; and no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights
to convert any obligation into share capital or shares of capital stock or ownership interests in the Company Subsidiaries are outstanding. 

4.4 Authorization. 
 (a)
All requisite action on the part of the Company, its directors and shareholders required by applicable Law for the authorization, execution and delivery by the Company of this Agreement and the Shareholders’ Rights Agreement and the performance
of all obligations of the Company hereunder and thereunder, including the authorization, issuance and delivery of the Securities, has been taken. No further corporate action, and no additional approval or ratification of the Board of Directors or
general meeting of shareholders (other than (i) the unanimous approval by the Board of Directors before the notary public to make use of the authorized capital in respect of the Transaction and (ii) the preparation of the relevant
special reports in connection herewith as required by applicable Law) is required by the Company. 
 (b) Each of this Agreement and the
Shareholders’ Rights Agreement has been duly executed and delivered by the Company and, upon the due execution and delivery by the Investor, will constitute valid and legally binding obligations of the Company, enforceable against the Company
in accordance with its terms (except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other Laws of general application relating to or affecting enforcement of creditors’ rights
and (ii) rules of Law governing specific performance, injunctive relief or other equitable remedies and limitations of public policy). 

  
 8 













 4.5 No Defaults. Neither the Company nor any of its Subsidiaries is (A) in
violation of its Organizational Documents, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement,
note, lease or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which it or any of them may be bound or to which any of the properties or assets of the Company or any of its Subsidiaries is subject, or
(C) in material violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the
Company or any of its Subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”). 

4.6 No Conflicts. The execution, delivery and performance of this Agreement, and compliance with the provisions hereof by the Company
do not and shall not: (a) violate any stock exchange rule or provision of applicable Law or any ruling, writ, injunction, order, permit, judgment or decree of any Governmental Authority, (b) constitute a breach of, or default under (or an
event which, with notice or lapse of time or both, would become a default under) or conflict with, or give rise to any right of termination, cancellation or acceleration of, any agreement, arrangement or instrument, whether written or oral, by which
the Company, any of its Subsidiaries or any assets of the Company or any of its Subsidiaries are bound, (c) result in any encumbrance upon any of the Securities, other than restrictions on resale pursuant to applicable securities Laws or
restrictions contained in this Agreement, or (d) violate or conflict with any of the provisions of the Organizational Documents or any Company Subsidiary’s organizational documents, except, in the case of subsections (a) and (b), as
would be reasonably likely to have a Material Adverse Effect. 
 4.7 No Governmental Authority or Third Party Consents. No consent,
approval, authorization or other order of, or filing with, or notice to, any Governmental Authority or Third Party is required to be obtained or made by the Company or any of its Subsidiaries in connection with the authorization, execution and
delivery by the Company of this Agreement, or with the authorization and issuance by the Company of the Securities, except such filings as may be required to be made with the Belgian Financial Services and Markets Authority (the
“FSMA”), the United States Securities and Exchange Commission (the “SEC”) and any state blue sky or securities regulatory authority, which filings shall be made in a timely manner in accordance with all applicable
Laws. 
 4.8 Validity of the Securities and Absence of Breach. When issued and paid for at the Closing in accordance with the terms
hereof for the Aggregate Subscription Price, the Securities shall be validly and duly issued and fully paid Ordinary Shares of the only class of shares of the Company in accordance with the applicable provisions of the Organizational Documents and
Belgian law, free and clear of all liens, pledges, encumbrances, mortgages, security interests, or easement or transfer restrictions of any nature whatsoever, including preemptive rights, rights of first refusal or other similar rights, except
restrictions imposed by this Agreement and under applicable securities Laws. 

  
 9 













 4.9 Registration and Voting Rights. Except as provided in the Shareholders’ Rights
Agreement, no person has the right, contractual or otherwise, to cause the Company to register under the Securities Act any American Depositary Shares or Ordinary Shares or shares of any other capital stock of or other equity interests in the
Company. To the Company’s knowledge, no shareholder of the Company has entered into any agreements with respect to the voting of capital shares of the Company. 

4.10 Litigation. Except as set forth in the Filings filed prior to the Effective Date, there is no action, suit, proceeding or
investigation pending (of which the Company or any of its Subsidiaries have received notice or otherwise have knowledge) or, to the Company’s knowledge, threatened, against or affecting the Company or any of its Subsidiaries or which the
Company or any of its Subsidiaries intend to initiate which has had or would be reasonably likely to have a Material Adverse Effect. The aggregate of all pending legal or governmental proceedings to which the Company and its Subsidiaries are a party
or of which any of their respective properties or assets is the subject which are not described in the Filings, including ordinary routine litigation incidental to the business, could not result in a Material Adverse Effect. 

4.11 Licenses and Other Rights; Compliance with Laws. The Company and its Subsidiaries possess such permits, certificates,
registrations, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities and has obtained all necessary permits, certificates, licenses, authorizations,
consents and approvals from other persons (collectively, “Other Licenses”) necessary to conduct the business now operated by them, except where the failure so to possess would not, singly or in the aggregate, result in a Material
Adverse Effect. The Company and its Subsidiaries are and at all times have been in compliance with the terms and conditions of all Governmental Licenses and Other Licenses, except where the failure so to comply would not, singly or in the aggregate,
result in a Material Adverse Effect. All of the Governmental Licenses and Other Licenses are valid and in full force and effect, except, in the case of Governmental Licenses, when the invalidity of such Governmental Licenses or the failure of such
Governmental Licenses to be in full force and effect would not, singly in the aggregate, result in a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any notice relating to the suspension, revocation or
modification of any Governmental Licenses or Other Licenses, nor, to the knowledge of the Company, has any such suspension, revocation or modification been threatened. 

4.12 Compliance with Healthcare Laws and Regulations. Except as described in the Filings, the preclinical and clinical studies
conducted by or on behalf of or sponsored by the Company or its Subsidiaries, or in which the Company or its Subsidiaries have participated, were (and, if still pending, are being) conducted in all material respects in accordance with standard
medical and scientific research standards and procedures for products or product candidates comparable to those being developed by the Company and all applicable statutes and all applicable rules and regulations of the U.S. Food and Drug
Administration and comparable regulatory agencies outside of the United States to which they are subject, including the European Medicines Agency (collectively, the “Healthcare Authorities”) and Good Clinical Practice and Good
Laboratory Practice requirements. The descriptions of the protocols for, and data and other results of, such studies in the Filings or otherwise provided to the Investor are accurate and complete descriptions in all material respects and fairly
present the data derived therefrom. The Company has no knowledge of any studies not described in Filings, the results of which are inconsistent with 

  
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or call into question the results described or referred to in the Filings. The Company and its Subsidiaries have operated at all times and are currently in compliance with all statutes, rules and
regulations applicable to the ownership, testing, development, marketing, promotion, manufacture, packaging, processing, use, distribution, storage, import, export or disposal of any product manufactured or distributed by the Company or any of its
Subsidiaries (including, without limitation, all statutes, rules and regulations of the Healthcare Authorities) except where such non-compliance would not, individually or in the aggregate, have a Material
Adverse Effect. Neither the Company nor any of its Subsidiaries have received any written notices, correspondence or other communications from the Healthcare Authorities or any other governmental agency requiring or threatening the termination,
material modification or suspension of any preclinical or clinical studies, tests or trials that are described in the Filings or the results of which are referred to in the Filings, other than ordinary course communications with respect to
modifications in connection with the design and implementation of such studies, and, to the Company’s knowledge, there are no reasonable grounds for the same. The Company has not failed to file with the Healthcare Authorities any required
filing, declaration, listing, registration, report or submission with respect to the Company’s product candidates that are described or referred to in the Filings, except where such failure would not, individually or in the aggregate, have a
Material Adverse Effect; all such filings, declarations, listings, registrations, reports or submissions were in material compliance with applicable laws when filed; and no material deficiencies regarding compliance with applicable law have been
asserted by any Healthcare Authority with respect to any such filings, declarations, listings, registrations, reports or submissions. 

4.13 Company SEC Documents; Financial Statements; Nasdaq Stock Market. 

(a) Since December 31, 2020, the Company has timely filed all required reports, schedules, forms, statements and other documents
(including exhibits and all other information incorporated therein), and any required amendments to any of the foregoing, with the SEC (the “Company SEC Documents”). As of their respective filing dates, each of the Company SEC
Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the
rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents. No Company SEC Documents when filed, declared effective or mailed, as applicable, contained any untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 

(b) The financial statements of the Company included in its Form 20-F for the fiscal year ended
December 31, 2020 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in conformity with International Financial
Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all
material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended. Except for liabilities incurred in the ordinary course of business and consistent with past
practice, subsequent to the date of the most recent balance sheet contained in the Company SEC Documents, the Company has no liabilities, whether absolute or accrued, contingent or otherwise, other than those that would not, individually or in the
aggregate, have or would be reasonably likely to have a Material Adverse Effect. 

  
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 (c) There is no transaction, arrangement, or other relationship between the Company or any
of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed in any Filing and is not so disclosed. 

(d) As of the Effective Date, the American Depositary Shares are listed on The Nasdaq Global Market, and the Company has taken no action
designed to, or which would be reasonably likely to have the effect of, terminating the registration of the American Depositary Shares under the Exchange Act or delisting the American Depositary Shares from The Nasdaq Global Market. As of the
Effective Date, the Company has not received any notification that, and has no knowledge that, the SEC or The Nasdaq Stock Market LLC is contemplating terminating such listing or registration. 

4.14 Absence of Certain Changes. Except as disclosed in the Filings filed prior to the Effective Date, since December 31, 2020,
there has not occurred (i) any change in the assets, liabilities, financial condition or operating results of the Company, except changes in the ordinary course of business that have not caused and would not reasonably be expected to cause, in
the aggregate, a Material Adverse Effect, (ii) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect, (iii) any waiver or compromise by the Company of a valuable right or of a
material obligation owed to it, (iv) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not
have a Material Adverse Effect, (v) any material change to a material contract or agreement by which the Company or any of its assets is bound or subject, (vi) any material change in any compensation arrangement or agreement with any
employee, officer, director or shareholder of the Company or any of its Subsidiaries, (vii) any resignation or termination of employment of any officer of the Company, (viii) any mortgage, pledge, transfer of a security interest in, or
lien, created by the Company with respect to any intellectual property of the Company or any of its Subsidiaries or any other material properties or assets of the Company or any of its Subsidiaries, (ix) any loans or guarantees made by the
Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, (x) any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stock, or any
direct or indirect redemption, purchase, or other acquisition of any of such capital stock by the Company, (xi) any other event or condition of any character, other than events affecting the economy or the Company’s industry generally,
that could reasonably be expected to result in a Material Adverse Effect or (xii) any arrangement or commitment by the Company to do any of the things described in this Section 4.14. 

4.15 No Inside Information; Absence of Market Abuse. The Company is not aware of any “inside information” (within the meaning
of the Market Abuse Regulation) relating, directly or indirectly, to itself or any of its financial instruments which has not been made public (regardless of any possibility to postpone the disclosure of such inside information), other than in
respect of this Agreement and the Shareholders’ Rights Agreement. The Company has not taken, directly or indirectly, in relation to the offering of the Securities or otherwise, any action or engaged in any course of conduct in breach of, and
has taken adequate measures and has adequate procedures in place in order to ensure compliance with, and none of the issue of the Securities, the 

  
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sale of the Securities and the consummation of the transactions contemplated by this Agreement will constitute a violation by the Company of, any applicable European Union, Belgian, United States
or any other relevant jurisdiction “insider dealing,” “insider trading” or similar legislation and, so far as the Company is aware, no person acting on its behalf has breached or is in breach of any relevant market abuse or
insider trading law or regulation, including any reporting obligations to the SEC, the FSMA or any other authority. The Company has not taken, nor will the Company take, directly or indirectly, any action which is designed, or would be reasonably
expected, to cause or result in, or which constitutes, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities or to result in a violation of applicable laws, including
Regulation M under the Exchange Act, the Market Abuse Regulation and its implementing rules. 
 4.16 Offering. Subject to the
accuracy of the Investor’s representations set forth in Sections 5.5, 5.6, 5.7, 5.8 and 5.9, the offer, sale and issuance of the Securities to be issued in conformity with the terms of this Agreement constitute transactions which are exempt
from the registration requirements of the Securities Act. None of the Company, its Subsidiaries or any Person acting on behalf of the Company or its Subsidiaries will take any action that would cause the loss of such exemption. 

4.17 Brokers’ or Finders’ Fees. Other than the Placement Agent, no broker, finder, investment
banker or other Person is entitled to any brokerage, finder’s or other fee or commission from the Company in connection with the transactions contemplated by this Agreement, other than the Placement Agent with respect to the offer and issuance
of the Securities. 
 4.18 No Integration. The Company has not, directly or through any agent, sold, offered for sale, solicited
offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the Securities sold pursuant to this Agreement in a manner that would require the registration of the Securities
under the Securities Act. 
 4.19 Internal Controls; Disclosure Controls and Procedures. The Company and each of its Subsidiaries
maintain effective internal control over financial reporting (as defined under Rule 13-a15 and 15d-15 under the Exchange Act) and a system of internal accounting
controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial
statements in conformity with IFRS and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization and (D) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Filings, since the end of the Company’s most recent audited fiscal year, there has been
(1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is
reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and each of its Subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits
under the Exchange 

  
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Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s
management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. 

4.20 Compliance with the Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or any of the Company’s
directors or officers, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 related to
loans and Sections 302 and 906 related to certifications. 
 4.21 Investment Company. The Company is not, and after giving effect to
the transactions contemplated by this Agreement and the Shareholders’ Rights Agreement will not be, an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment
Company Act of 1940, as amended. 
 4.22 Foreign Corrupt Practices Act. None of the Company, any of its Subsidiaries or, to the
knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by
such persons of the Anti-Corruption Laws (as defined below), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization
of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the Foreign Corrupt Practices Act of 1977, as amended, and the
rules and regulations thereunder (the “FCPA”)) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company and, to the knowledge of the Company, its
affiliates have conducted their businesses in compliance with the Anti-Corruption Laws and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance
therewith. For purposes of this Agreement, “Anti-Corruption Laws” means (i) the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, 1997 (the “OECD
Convention”); (ii) the FCPA; (iii) the English common law offence of bribery and the Bribery Act 2010 of the United Kingdom (the “English Bribery Laws”); and (iv) any other applicable law in any applicable
jurisdiction (including any (a) statute, ordinance, rule or regulation; (b) order of any court, tribunal or any other judicial body; and (c) rule, regulation, guideline or order of any public body, or any other administrative
requirement) which: (x) prohibits the conferring of any gift, payment or other benefit on any person or any officer, employee, agent or adviser of such person; and/or (y) is broadly equivalent to the FCPA the English Bribery Laws or was
intended to enact the provisions of the OECD Convention or which has as its objective the prevention of corruption. 
 4.23 Economic
Sanctions. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or representative of the Company or any of its Subsidiaries is a Person currently the subject or
target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union,
Her Majesty’s Treasury, or other relevant sanctions authority 

  
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(collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions. The Company will not directly or
indirectly use the proceeds of the issuance of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiaries, joint venture partners or other Person, to fund any activities of or business with any Person, or in
any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor,
investor or otherwise) of Sanctions. For the past five years, the Company and its Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or
transaction is or was the subject or the target of Sanctions or with any sanctioned country. 
 4.24 Money Laundering. The operations
of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable
money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money
Laundering Laws”); and no action, suit or proceeding by or before any Governmental Entity involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company,
threatened. 
 4.25 Critical Technologies. The Company does not produce, design, test, manufacture, fabricate, or develop any
“critical technology” as defined at 31 C.F.R. Part 800.215. 
 4.26 Title. The Company and each of its Subsidiaries have
good and marketable title to all property (real and personal, excluding for the purposes of this Section 4.26, intellectual property) described in the Filings as being owned by any of them, free and clear of all liens, claims, security
interests or other encumbrances, except for such liens, claims, security interests or other encumbrances as would not have, individually or in the aggregate, a Material Adverse Effect. All the property described in the Filings as being held under
lease by the Company or its Subsidiaries is held thereby under valid, subsisting and enforceable leases, except where such failure to own or hold would not have, individually or in the aggregate, a Material Adverse Effect and except that the
enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance or other similar laws relating to creditor’s rights generally and (ii) general principles of equity and
the discretion of the court before which any proceeding therefor may be brought. 
 4.27 Intellectual Property Rights. 

(a) Schedule 4.27(a) contains a true, correct and complete list of all Company Patents. 

(b) The Company or its Subsidiaries solely and exclusively own and possess, free and clear of all liens and any defects in title, all right,
title and interest in and to all Company Owned Patents. The Company or its Subsidiaries have the right to use pursuant to a valid and enforceable written license set forth on Schedule 4.27(b), all Company Licensed Patents. 

  
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 (c) Schedule 4.27(c) sets forth a true, correct and complete list of all Patent Agreements
not otherwise listed on Schedule 4.27(b) or Schedule 4.27(d). Each Patent Agreement is legal, valid, binding and enforceable as to the Company and its Subsidiaries and, to the knowledge of the Company, the other parties thereto, in accordance with
their respective terms. The Company has made available to the Investor a true, correct and complete copy of each Patent Agreement, together with all exhibits, amendments, waivers or other changes thereto. Each Patent Agreement is currently in full
force and effect in the form made available to the Investor. Except as set forth in the Filings, the Company and its Subsidiaries, and to the knowledge of the Company, each other party to any Patent Agreement, has performed all obligations required
to be performed by it and is not in default under or in breach of, or in receipt of any claim of default or breach under, any Patent Agreement. Except as set forth in the Filings, there has not occurred any event that, with the lapse of time or the
giving of notice or both, would constitute a default or breach under a Patent Agreement by the Company or its Subsidiaries or, to the knowledge of the Company, any of the other parties to such Patent Agreement. Neither the Company nor any of its
Subsidiaries has received notice to the effect that any other party to any Patent Agreement intends to cancel, terminate, breach, or attempt to alter the terms of any such Patent Agreement or to exercise or not to exercise any option to renew
thereunder. 
 (d) The Company Patents are free and clear of all Encumbrances, except as expressly set forth on Schedule 4.27(d) (the
“Permitted Encumbrances”). The Company, its Subsidiaries and the Company Patents are not subject to any license, obligation to license, covenant not to sue, or similar restrictions on enforcement or enjoyment of the Company Patents,
except as specifically set forth in Schedule 4.27(d). 
 (e) All of the Company Patents are subsisting and in full force and effect, and,
to the knowledge of the Company, valid and enforceable. To the knowledge of the Company, there has been no conduct, misrepresentation, or omission, the result of which could invalidate, render unenforceable, or materially affect the ability to
license any of the Company Patents. No loss or expiration of any of the Company Patents is threatened, pending or otherwise reasonably foreseeable, except for patents expiring at the end of their statutory term (and not as a result of any act or
omission by the Company or any of its Subsidiaries, including, without limitation, a failure to pay any required filing, examination, maintenance, renewal or other fees or a failure to make any filings including any renewals, statements of use,
affidavits of continued use or affidavits of incontestability), and the Company and its Subsidiaries have not abandoned, whether expressly or constructively, any Company Patents (except as a result of intentional, commercially reasonable decisions
to abandon applications during examination proceedings before an applicable Governmental Authority). The Company and its Subsidiaries have used commercially reasonable efforts to maintain, protect and enforce the Company Patents. 

(f) There are no claims that were either previously made or are presently pending or, to the knowledge of the Company, threatened, contesting
the validity, use, ownership, enforceability, or patentability of any Company Patents, including any interference, opposition, inter partes review, reissue or reexamination proceeding with respect to any Company Patents, and, to the
knowledge of the Company, there is no reasonable basis for any such claim. To the knowledge of the Company, the Company and its Subsidiaries have not infringed, misappropriated or otherwise violated, and the operation of the businesses of the
Company and its Subsidiaries, as currently conducted or proposed to be conducted, does not and 

  
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would not infringe, misappropriate or otherwise violate, any Patents or other intellectual property rights of any third party. The Company and its Subsidiaries have not received any notices
(i) challenging the validity, use, ownership, enforceability, or patentability of any Company Patents, except as specifically set forth on Schedule 4.27(f), or (ii) alleging that the Company, its Subsidiaries, or the operation of
their businesses infringes, misappropriates or otherwise violates any Patents or other intellectual property rights of any third party (including any demands or offers to license any Patents from any third party). 

(g) With respect to each Company Patent, (i) to the knowledge of the Company, there is no prior art, not cited to or by a Governmental
Authority, that could prevent (or could have prevented) a Patent from issuing or that might render such Company Patent invalid or unenforceable, (ii) to the knowledge of the Company, there are no facts or circumstances that could
reasonably be expected to render such Company Patent invalid or unenforceable, (iii) such Company Patent names the proper inventor(s); (iv) each inventor of such Company Patent has assigned to the Company, its Subsidiaries or, in the
case of Company Licensed Patents, the applicable licensor all of such inventor’s right, title and interest in and to the Company Patent, including each application therefore, letters patent issue therefrom, and the invention(s) claimed thereby,
together with an agreement from each such inventor to sign such further documents and cooperate in such further manner as is reasonable in order for the owner and any subsequent assignee of such rights to enforce its rights and to apply for Patents
in any country, and each such inventor was properly compensated for such assignment, if required by applicable Laws; and (v) except as expressly set forth on Schedule 4.27(b), there are no future royalties, honoraria, fees or other
payments or consideration owed to any inventor or other third party by reason of the ownership, use, possession, enforcement, license, sale, or disposition of any such Company Patents. 

(h) No funding, sponsorship, facilities or other resources or assistance provided by any Governmental Authority or any other third party
could adversely affect the Company’s exclusive ownership of or license rights in any Company Patent or create an Encumbrance (including march-in rights), other than the Permitted Encumbrances, on any
Company Patent. 
 4.28 Cybersecurity. There has been no security breach or incident, unauthorized access or disclosure, or other
compromise of or relating to the Company’s or its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including, without limitation, the data and information of their respective
customers, employees, suppliers and vendors and any third party data maintained, processed or stored by the Company and its Subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiaries),
equipment or technology (collectively, “IT Systems and Data”). Neither the Company nor any of its Subsidiaries have been notified of, or have knowledge of any event or condition that would result in, any security breach or incident,
unauthorized access or disclosure or other compromise to their IT Systems and Data. The Company and its Subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity,
continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company and its Subsidiaries are presently in material
compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security
of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification. 

  
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 4.29 Compliance with Data Privacy Laws. The Company and its subsidiaries are, and at
all prior times were, in material compliance with all applicable state and federal data privacy and security laws and regulations, and the Company and its Subsidiaries have taken commercially reasonable actions to prepare to comply with, and since
May 25, 2018, have been and currently are in compliance with, the European Union General Data Protection Regulation (EU 2016/679) (collectively, the “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company and
its Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use,
disclosure, handling, and analysis of Personal Data (the “Policies”). The Company and its Subsidiaries have at all times made all disclosures to users or customers required by applicable laws and regulatory rules or requirements,
and none of such disclosures made or contained in any Policy have, to the knowledge of the Company, been inaccurate or in violation of any applicable laws and regulatory rules or requirements in any material respect. The Company further certifies
that neither it nor any of its Subsidiaries (i) has received notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that
would reasonably be expected to result in any such notice, (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law or (iii) is a party to any
order, decree, or agreement that imposes any obligation or liability under any Privacy Law. 
 4.30 Employee Agreements. Each current
and former employee, consultant and officer of the Company has executed an agreement with the Company regarding confidentiality and proprietary information and the Company is not aware that any such person is in violation of any such agreement. 

4.31 Environmental Laws. The Company and its Subsidiaries and their respective properties, assets and operations are in compliance
with, and the Company and each of its Subsidiaries hold all permits, authorizations and approvals required under, Environmental Laws, except to the extent that failure to so comply or to hold such permits, authorizations or approvals would not,
individually or in the aggregate, have a Material Adverse Effect. There are no past or present events, conditions, circumstances, activities, practices, actions or omissions that could reasonably be expected to give rise to any material costs or
liabilities to the Company or its Subsidiaries under, or to interfere with or prevent compliance by the Company or any of its Subsidiaries with, Environmental Laws, except as would not, individually or in the aggregate, have a Material Adverse
Effect. Neither the Company nor any of its Subsidiaries (i) is the subject of any investigation, (ii) has received any notice or claim, (iii) is a party to or affected by any pending or, to the Company’s knowledge, threatened
action, suit or proceeding, (iv) is bound by any judgment, decree or order known to the Company or (v) has entered into any agreement, in each case relating to any alleged violation of any Environmental Law or any actual or alleged release
or threatened release or cleanup at any location of any Hazardous Materials. 

  
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 4.32 Insurance. The Company and its Subsidiaries carry or are entitled to the
benefits of insurance, with financially sound and reputable insurers, in such amounts and covering such risks as the Company reasonably deems adequate and such insurance insured against such losses and risks in accordance with customary industry
practice, and all such insurance is in full force and effect. The Company has no reason to believe that it or any of its Subsidiaries will not be able (A) to renew its existing insurance coverage as and when such policies expire or (B) to
obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Effect. 

4.33 Tax Status. All material tax returns of the Company and its Subsidiaries required by law to be filed have been filed (within any
applicable time limit extensions permitted by the relevant taxing authority) and all material taxes and other assessments shown by such returns or otherwise assessed, which are due and payable (whether imposed directly or through withholding)
including any interest, additions to tax or penalties applicable thereto due or claimed to be due from such entities have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have
been provided. 
 4.34 Absence of Labor Disputes. Neither the Company nor any of its Subsidiaries is engaged in any unfair labor
practice. Except for matters which would not, individually or in the aggregate, have a Material Adverse Effect, (i) there is (A) no unfair labor practice complaint pending or, to the Company’s knowledge, threatened against the Company
or any of its Subsidiaries before the National Labor Relations Board or any other court in the United States, Belgium or elsewhere, and no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending or, to
the Company’s knowledge, threatened, (B) no strike, labor dispute, slowdown or stoppage pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries and (C) no union representation dispute
currently existing concerning the employees of the Company or any of its Subsidiaries, (ii) to the Company’s knowledge, no union organizing activities are currently taking place concerning the employees of the Company or any of its
Subsidiaries and (iii) there has been no violation of any U.S. or Belgian federal, state, local or foreign law relating to discrimination in the hiring, promotion or pay of employees, any applicable wage or hour laws or any provision of the
Employee Retirement Income Security Act of 1974, as amended, or any similar legislation from elsewhere in the world or the rules and regulations promulgated thereunder, to the extent applicable to the employees of the Company or any of its
Subsidiaries. 
 4.35 Choice of Law. The choice of the law of the State of New York as the governing law of this Agreement and the
Shareholders’ Rights Agreement is a valid choice of law under the laws of Belgium and will be honored by courts in Belgium. 
 4.36
Personal Jurisdiction. The Company has the power to submit, and pursuant to Section 7.2 of this Agreement and Section 9.14 of the Shareholders’ Rights Agreement, has legally, validly, effectively and irrevocably submitted, to
the personal jurisdiction of each New York State and United States Federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court.


  
 19 













 4.37 Judgment and Enforceability. Subject to compliance with the laws of Belgium on
recognition and enforcement of judgments, any final judgment for a fixed sum of money rendered by a New York court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this
Agreement or the Shareholders’ Rights Agreement would be recognized and enforced by courts in Belgium, without re-examining the merits of the case. Upon execution and delivery, this Agreement and the
Shareholders’ Rights Agreement will be in proper legal form under the laws of Belgium for the enforcement hereof and thereof against the Company, except to the extent enforcement may be limited by bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and general equity principles and, with respect to any indemnification or contribution provision, limited by the federal and state
securities laws. To ensure the legality, validity, enforceability, priority or admissibility in evidence of this Agreement and the Shareholders’ Rights Agreement it is not necessary that this Agreement, the Shareholders’ Rights Agreement
or any other document related hereto be filed, registered or recorded with or executed or notarized before, any governmental or regulatory authority or agency of Belgium. 

4.38 No Immunity. Neither the Company nor any of its Subsidiaries nor any of its or their properties or assets has any immunity from
the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) under the laws of Belgium. 

5. Representations and Warranties of the Investor. The Investor hereby represents and warrants the following as of the date hereof and
as of the Closing Date (except for the representations and warranties that speak as of a specific date, which shall be made as of such date): 

5.1 Organization; Good Standing. The Investor is duly organized, validly existing and in good standing under the laws of Delaware. The
Investor has or will have all requisite power and authority to enter into this Agreement, to subscribe for the Securities and to perform its obligations under and to carry out the other transactions contemplated by this Agreement. 

5.2 Authorization. All requisite action on the part of the Investor and its directors and stockholders, required by applicable Law for
the authorization, execution and delivery by the Investor of this Agreement and the performance of all of its obligations hereunder, including the subscription for the Securities, has been taken. This Agreement has been duly executed and delivered
by the Investor and upon the due execution and delivery thereof by the Company, will constitute valid and legally binding obligations of the Investor, enforceable against the Investor in accordance with its terms (except as such enforceability may
be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other Laws of general application relating to or affecting enforcement of creditors’ rights and (b) rules of Law governing specific performance,
injunctive relief or other equitable remedies and limitations of public policy). 

  
 20 













 5.3 No Conflicts. The execution, delivery and performance of this Agreement and
compliance with the provisions hereof by the Investor do not and shall not: (a) violate any provision of applicable Law or any ruling, writ, injunction, order, permit, judgment or decree of any Governmental Authority, (b) constitute a
breach of, or default under (or an event which, with notice or lapse of time or both, would become a default under) or conflict with, or give rise to any right of termination, cancellation or acceleration of, any agreement, arrangement or
instrument, whether written or oral, by which the Investor or any of its assets, are bound, or (c) violate or conflict with any of the provisions of the Investor’s organizational documents (including any articles or memoranda of
organization or association, charter, bylaws or similar documents), except, in the case of subsections (a) or (b), as would not materially and adversely affect the ability of the Investor to consummate the Transaction and perform its
obligations under this Agreement. 
 5.4 No Governmental Authority Consents. No consent, approval, authorization or other order of
any Governmental Authority is required to be obtained by the Investor in connection with the authorization, execution and delivery of any of this Agreement or with the subscription for the Securities. 

5.5 Purchase Entirely for Own Account. The Securities are being acquired for investment for the Investor’s own account, not as a
nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Investor has no present intention of selling, granting any participation or otherwise distributing the Securities, except in compliance with the
registration requirements or exemption provisions of the Securities Act and any other applicable securities Laws. The Investor does not have and will not have as of the Closing any contract, undertaking, agreement or arrangement with any Person to
sell, transfer or grant participation to a Person any of the Securities. 
 5.6 Disclosure of Information. The Investor has had the
opportunity to review the Filings and has received all the information from the Company and its management that the Investor considers necessary or appropriate for deciding whether to purchase the Securities hereunder. The Investor further
represents that it has had an opportunity to ask questions and receive answers from the Company regarding the Company, its financial condition, results of operations and prospects and the terms and conditions of the offering of the Securities
sufficient to enable it to evaluate its investment. Based on the information the Investor has deemed appropriate, it has independently made its own analysis and decision to enter into the Transaction Documents. The Investor has not relied on any
information or advice furnished by or on behalf of the Placement Agent in connection with the transaction contemplated hereby. 
 5.7
Investment Experience and Accredited Investor Status. The Investor is an “accredited investor” (as defined in Regulation D under the Securities Act) and an institutional investor defined under FINRA Rule 4512(c). The Investor has
such knowledge and experience in financial or business matters that it is capable of independently evaluating the merits and risks of the investment in the Securities to be subscribed for hereunder. 

5.8 Acquiring Person. As of the Effective Date and immediately prior to the Closing, neither the Investor nor any of its Affiliates
beneficially owns, or will beneficially own (as determined pursuant to Rule 13d-3 under the Exchange Act without regard for the number of days in which a Person has the right to acquire such beneficial
ownership), any securities of the Company. 

  
 21 













 5.9 Restricted Securities. The Investor understands that the Securities, when issued,
shall be “restricted securities” under the federal securities Laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such Laws the Securities may be resold without
registration under the Securities Act only in certain limited circumstances. The Investor represents that it is familiar with Rule 144 of the Securities Act, as presently in effect (“Rule 144”). 

5.10 Financial Assurances. The Investor has and will have access to cash in an amount sufficient to pay to the Company the Aggregate
Subscription Price. 
 5.11 Placement Agent. The Investor hereby acknowledges and agrees that (a) the Placement Agent is acting
solely as placement agent in connection with the execution, delivery and performance of the Agreement and is not acting as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary for the Investor, the Company or
any other person or entity in connection with the execution, delivery and performance of the Transaction Documents, (b) the Placement Agent has not made and will not make any representation or warranty, whether express or implied, of any kind
or character, and has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents, (c) the Placement Agent will not have any responsibility with respect to (i) any
representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Agreement, or the execution, legality, validity or enforceability (with respect to any person) thereof,
or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company, and (d) the Placement Agent will not have any liability or obligation (including without limitation,
for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Investor, the Company or any other person or entity), whether in contract, tort or
otherwise, to such Investor, or to any person claiming through it, in respect of the execution, delivery and performance of the Transaction Documents. 

6. Additional Covenants and Agreements. 

6.1 Market Listing. From the Effective Date until such time as the Investor and its Affiliates no longer hold any Securities, the
Company shall use commercially reasonable efforts to maintain the listing and trading of the American Depositary Shares on The Nasdaq Global Market. As soon as practicable following the Closing Date, the Company shall prepare a listing prospectus,
to the extent required by law, and use its best efforts to obtain the admission to trading of the Securities on the Euronext Brussels and Euronext Paris markets within [***] days of the Closing Date. The Company shall pay all costs associated with
the listing of the Securities in accordance with this Section 6.1. 
 6.2 Interim Operations. From the Effective Date until the
Closing Date, the Company shall, and shall cause its Subsidiaries to, conduct their respective businesses only in the ordinary course consistent with past practice and preserve substantially intact their business organizations and to preserve
substantially intact the rights, goodwill and relationships of their employees, customers, regulators and others having business relationships with the Company and its Subsidiaries. Without limiting the generality of the foregoing, except for
actions approved by the Investor in writing, from the Effective Date until the Closing Date, the Company and its 

  
 22 













 
Subsidiaries shall not (a) amend their organizational documents, (b) issue any share capital or capital stock or grant any options or other rights to acquire any capital stock,
(c) split, combine, subdivide or reclassify any shares of capital stock, (d) declare, set aside or pay any dividend or other distribution on shares of capital stock, (e) redeem, purchase or otherwise acquire any shares of capital
stock, (f) incur or issue any indebtedness, (g) enter into any Dartmouth IP Transaction (as defined in the Shareholders’ Rights Agreement), (h) sell, exchange, license or otherwise dispose of any assets or rights material to their
business or (i) agree or otherwise commit to take any of the actions set forth in the foregoing subsections (a) through (h). 

6.3 Assistance and Cooperation. Prior to the Closing, upon the terms and subject to the conditions set forth in this Agreement, each of
the parties agrees to use reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable to consummate and make
effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable efforts to accomplish the following: (a) obtaining all necessary actions or
non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and the making of all necessary registrations, declarations and filings (including registrations, declarations
and filings with Governmental Authorities, if any) and taking all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority; and (b) taking all reasonable steps to obtain
all necessary consents, approvals or waivers from Third Parties. 
 6.4 Certificate. Promptly after the Closing, the Company hereby
agrees to deliver or cause to be delivered to the Investor a certificate representing the Securities subscribed for by the Investor hereunder and registered in the name of the Investor. 

7. Miscellaneous. 
 7.1
Governing Law. The substantive laws of the State of New York shall govern the interpretation, validity and performance of the terms of this Agreement, without regard to conflicts of law doctrines. 

7.2 Submission to Jurisdiction. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT AND ANY ACTION FOR ENFORCEMENT OF ANY
JUDGMENT IN RESPECT THEREOF MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE BOROUGH OF MANHATTAN OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH
PARTY HERETO HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND THE APPELLATE COURTS THEREOF. EACH PARTY HERETO
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT THE ADDRESS FOR NOTICES SET
FORTH HEREIN. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE 

  
 23 













 
AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BROUGHT IN THE COURTS REFERRED TO ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM
IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE PARTIES HERETO WAIVE THEIR RIGHT TO A JURY TRIAL WITH RESPECT TO DISPUTES HEREUNDER. 

7.3 Waiver. Waiver by a party of a breach hereunder by the other party shall not be construed as a waiver of any subsequent breach of the
same or any other provision. No delay or omission by a party in exercising or availing itself of any right, power or privilege hereunder shall preclude the later exercise of any such right, power or privilege by such party. No waiver shall be
effective unless made in writing with specific reference to the relevant provision(s) of this Agreement and signed by a duly authorized representative of the party granting the waiver. 

7.4 Notices. All notices, instructions and other communications hereunder or in connection herewith shall be in writing, shall be sent
to the address of the relevant party set forth on Exhibit B attached hereto and shall be (a) delivered personally, (b) sent by registered or certified mail, return receipt requested, postage prepaid, (c) sent via a reputable
nationwide overnight courier service or (d) sent by email. Any such notice, instruction or communication shall be deemed to have been delivered upon receipt if delivered by hand, [***] Business Days after it is sent by registered or certified
mail, return receipt requested, postage prepaid, [***] Business Day after it is sent via a reputable nationwide overnight courier service, or upon confirmation of receipt if sent by email. Either party may change its address by giving notice to the
other party in the manner provided above. 
 7.5 Entire Agreement. This Agreement, the Shareholders’ Rights Agreement, the
Confidentiality Agreement, dated as of September 21, 2021, by and between the Company and Fortress Investment Group LLC (the “NDA”) and the Letter Agreement, dated as of the date hereof, by and between the Company and the Investor
(the “Letter Agreement” and, together with this Agreement, the Shareholders’ Rights Agreement and the NDA, the “Transaction Agreements”), constitute the entire agreement and understanding of the parties hereto
in respect of the subject matter contained herein, and there are no restrictions, promises, representations, warranties, covenants, conditions or undertakings with respect to the subject matter hereof, other than those expressly set forth or
referred to herein or therein. The Transaction Agreements supersede all prior agreements and understandings between the parties hereto with respect to the subject matter hereof, including that certain Non-Binding Summary of Terms dated as of [***].

 7.6 Amendments. This Agreement may not be amended, modified or supplemented unless such amendment, modification or supplement is
in writing and signed by each of the Investor and the Company. 
 7.7 Headings. The headings in this Agreement are for convenience of
reference only and shall not control or effect the meaning or construction of any provisions hereof. 

  
 24 













 7.8 Construction. Headings in this Agreement are for convenience of reference only
and shall not control or effect the meaning or construction of any provisions hereof. For the purposes of this Agreement (i) words (including capitalized terms defined herein) in the singular shall be held to include the plural and vice-versa
and words (including capitalized terms defined herein) of one gender shall be held to include the other gender as the context requires, (ii) the terms “hereof,” “herein” and “herewith” and words of similar import
shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, (iii) Section references are to Sections of this Agreement, unless otherwise specified, (iv) the word
“including” and words of similar import when used in this Agreement shall mean “including, without limitation,” (v) all references to any period of days shall be deemed to be to the relevant number of calendar days unless
otherwise specified, (vi) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specified and (vii) references to any statute, regulation or statutory provision shall be deemed to include
reference to any statute, regulation or statutory instrument which amends, extends, consolidates or replaces the same (or shall have done so) and to any other regulation, statutory instrument or other subordinate legislation made thereunder or
pursuant thereto, provided that no such reference shall include any amendment, extension or replacement of the same with retrospective effect. 

7.9 Translation. The original version of this Agreement has been made in English. Should this Agreement be translated in whole or in
part into another language (if at all), the original English version shall prevail between the parties hereto to the fullest extent possible and permitted by Belgian law. Notwithstanding the foregoing, Belgian legal concepts which are expressed in
English language terms, are to be interpreted in accordance with the Belgian legal terms to which they refer, and the use herein of French or Dutch words in this Agreement as translation for certain words or concepts shall be conclusive in the
determination of the relevant legal concept under Belgian law of the words or concepts that are so translated herein. 
 7.10
Severability. The provisions of this Agreement are independent of and separable from each other. The invalidity, illegality or unenforceability of one or more of the provisions of this Agreement in any jurisdiction shall not affect the
validity, legality or enforceability of the remainder of this Agreement, including any such provisions, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent
permitted by law. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal
or unenforceable provision, as applicable. 
 7.11 Assignment. Neither this Agreement nor any of the rights or obligations hereunder
may be assigned by either the Investor or the Company without (a) the prior written consent of the Company in the case of any assignment by the Investor; provided that the prior written consent of the Company shall not be required in the case
of any assignment by the Investor to an Affiliate of the Investor, or (b) the prior written consent of the Investor in the case of an assignment by the Company. 

7.12 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns. 
 7.13 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed
an original but which together shall constitute one and the same instrument. 

  
 25 













 7.14 Third Party Beneficiaries. None of the provisions of this Agreement shall be for
the benefit of or enforceable by any Third Party, including any creditor of any party hereto, except that the Placement Agent is an intended third party beneficiary of the representations and warranties of the Company and the Investor set forth in
Section 4 and Section 5, respectively, of this Agreement. No Third Party shall obtain any right under any provision of this Agreement or shall by reason of any such provision make any claim in respect of any debt, liability or obligation
(or otherwise) against any party hereto. 
 7.15 No Strict Construction. This Agreement has been prepared jointly and will not be
construed against either party. 
 7.16 Survival of Warranties. The representations and warranties of the Company and the Investor
contained in this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of the Investor or the
Company. 
 7.17 Injunctive Relief. Each party hereto acknowledges and agrees that a violation of any of the terms of this Agreement
will cause the other parties irreparable injury for which an adequate remedy at law is not available. Therefore, the parties agree that each party shall be entitled to an injunction, restraining order, specific performance or other equitable relief
from any court of competent jurisdiction to enforce the provisions of this Agreement or to restrain any party from committing any violations of the provisions of this Agreement, without the need to post a bond or prove the inadequacy of monetary
damages. 
 7.18 Remedies. The rights, powers and remedies of the parties under this Agreement are cumulative and not exclusive of
any other right, power or remedy which such parties may have under any other agreement or Law. No single or partial assertion or exercise of any right, power or remedy of a party hereunder shall preclude any other or further assertion or exercise
thereof. 
 7.19 Expenses. Except as set forth in the Letter Agreement, each party shall pay its own fees and expenses in connection
with the preparation, negotiation, execution, and delivery of this Agreement. 
 7.20 Exculpation of the Placement Agent. Each party
hereto agrees for the express benefit of the Placement Agent and its affiliates and representatives that (a) none of the Placement Agent, its affiliates or any of its representatives (the “Placement Agent Affiliates”) (i) has
any duties or obligations other than those specifically set forth herein or in the engagement letter between the Company and the Placement Agent, (ii) shall be liable for any improper payment made in accordance with the information provided by
the Company, (iii) makes any representation or warranty, or has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this
Agreement or the Transaction Documents in connection with any of the transactions contemplated hereby and thereby or (iv) shall be liable (x) for any action taken, suffered or omitted by any Placement Agent Affiliate in good faith and
reasonably believed to be authorized or within 

  
 26 













 
the discretion or rights or powers conferred upon such Placement Agent Affiliate by this Agreement or any Transaction Document or (y) for anything which any of them may do or refrain from
doing in connection with this Agreement or any Transaction Document, except in each case for such Placement Agent Affiliate’s own gross negligence, willful misconduct or bad faith and (b) each Placement Agent Affiliate shall be entitled to
rely on, and shall be protected in acting upon, any certificate, instrument, notice, letter or any other document or security delivered to any of them by or on behalf of the Company. 

(Signature Page Follows) 

  
 27 













 IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date
first above written. 
  

			
	CFIP CLYD LLC
		
	 By:
	 	/s/ Daniel N. Bass
		 	 Name:  Daniel N. Bass

		 	 Title:    Authorized Signatory



  

			
	CELYAD ONCOLOGY SA
		
	 By:
	 	 /s/ Filippo Petti

		 	 Name:  Filippo Petti

		 	 Title:    Chief Executive Officer



 Signature Page to Subscription Agreement 












 EXHIBIT A 

FORM OF CROSS RECEIPT 

CROSS RECEIPT 
 Celyad
Oncology SA hereby acknowledges receipt from CFIP CLYD LLC on _________________, 2021 of $_________________, representing the purchase price for _________________ new ordinary shares, without nominal value, of Celyad Oncology SA, pursuant to that
certain Subscription Agreement, dated as of November __, 2021, by and between CFIP CLYD LLC and Celyad Oncology SA. 
  

			
	CELYAD ONCOLOGY SA
		
	 By:
	 	 
	 Name:
	 	 Filippo Petti

	Title:	 	Chief Executive Officer


 CFIP CLYD LLC hereby acknowledges receipt from Celyad Oncology SA on _________________, 2021 of
_________________ ordinary shares, without nominal value, of Celyad Oncology SA, delivered pursuant to that certain Subscription Agreement, dated as of November __, 2021, by and between CFIP CLYD LLC and Celyad Oncology SA. 

 

			
	CFIP CLYD LLC
		
	 By:
	 	 
		 	 Name:

		 	 Title:




  
 A-1 













 EXHIBIT B 

NOTICES 
  

	(a)	 If to the Investor: 



CFIP CLYD LLC 
 c/o Fortress
Investment Group 
 1345 Avenue of the Americas 

Attn:   General Counsel – Credit Funds 

[***] 
 Email: [***] 

  [***] 

with a copy to: 
 Skadden, Arps,
Slate, Meagher & Flom LLP 
 One Manhattan West 

New York, New York 10001 

Attention: Michael Schwartz, Esq. 

Email: michael.schwartz@skadden.com 
  

	(b)	 If to the Company: 



Celyad Oncology SA 
 Rue Edouard
Belin 2 
 1435 Mont-Saint-Guibert 

Belgium 
 Attention: Chief Legal
Officer 
 Email:     [***] 

Attention: Chief Executive Officer 

Email:     [***] 

with a copy to: 
 Goodwin Procter
LLP 
 100 Northern Avenue 

Boston, MA 02210 
 Attention:
[***] 
 [***] 

Email:      [***] 

[***] 

  
 B-1 













 SCHEDULE 4.27(a) 

[***]. 












 SCHEDULE 4.27(b) 

[***] 












 SCHEDULE 4.27(c) 

[***] 












 SCHEDULE 4.27(d) 

[***] 












 SCHEDULE 4.27(f) 

[***]