EX-10.34





 Exhibit 10.34 

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, 

MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT 

MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS 

PRIVATE OR CONFIDENTIAL. 

STANDBY EQUITY PURCHASE AGREEMENT 

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of April 18, 2022 is made by and between YA
II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and ALVOTECH S.A.S., a public liability company (société par actions simplifiée) incorporated under the
laws of the Grand Duchy of Luxembourg, with registered office at 9, rue de Bitbourg, L-1273 Luxembourg and registered with the Luxembourg Trade and Companies register under number B258884 (the
“Company”). 
 WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the
Company, upon the closing of the Business Combination, shall have the right to issue to the Investor, from time to time as provided herein, and the Investor shall subscribe for the Company’s ordinary shares, nominal value of $0.01 per share
(the “Ordinary Shares”), from the Company, for an aggregate subscription price of $150 million; and 
 WHEREAS,
upon the closing of the Business Combination, the Ordinary Shares will be listed for trading on the Nasdaq Stock Market LLC and the Nasdaq First North Growth Market under the symbol “ALVO;” and 

WHEREAS, the offer and sale of the Ordinary Shares issuable hereunder will be made in reliance upon Section 4(a)(2) under the
Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), or upon such other exemption from the registration requirements of the Securities Act as may be available with respect
to any or all of the transactions to be made hereunder. 
 NOW, THEREFORE, the parties hereto agree as follows: 

Article I. Certain Definitions 

Section 1.01 “Additional Shares” shall have the meaning set forth in Section 2.01(d)(ii). 

Section 1.02 “Adjusted Advance Amount” shall have the meaning set forth in Section 2.01(d)(i). 

Section 1.03 “Advance Date” shall mean the 1st Trading Day after expiration of the
applicable Pricing Period for each Advance. 
 Section 1.04 “Advance Notice” shall mean a written notice in the form of Exhibit A
attached hereto to the Investor executed by an authorized signatory of the Company and setting forth the amount of an Advance that the Company desires to issue and sell to the Investor. 

Section 1.05 “Advance Notice Date” shall mean each date the Company is deemed to have delivered (in accordance with Section 2.01(b)
of this Agreement) to the Investor an Advance Notice, subject to the terms of this Agreement. 
 Section 1.06 “Advance Shares” shall
mean the number of Ordinary Shares that the Company desires to issue to the Investor as requested by the Company in an Advance Notice. 












 Section 1.07 “Advances” shall mean any issuance of Shares by the Company to the
Investor pursuant to Article II hereof. 
 Section 1.08 “Agreement” shall have the meaning set forth in the preamble of this
Agreement. 
 Section 1.09 “Applicable Laws” shall mean all applicable laws, statutes, rules, regulations, orders, executive orders,
directives, policies, guidelines and codes having the force of law, whether local, national, or international, as amended from time to time, including without limitation (i) all applicable laws that relate to money laundering, terrorist
financing, financial record keeping and reporting, (ii) all applicable laws that relate to anti-bribery, anti-corruption, books and records and internal controls, including the United States Foreign Corrupt Practices Act of 1977, and
(iii) any Sanctions laws. 
 Section 1.10 “Basket” shall have the meaning set forth in Section 5.04. 

Section 1.11 “Black Out Period” shall have the meaning set forth in Section 6.01(e) 

Section 1.12 “Business Combination” shall mean the transactions contemplated by the Business Combination Agreement, dated as of
December 7, 2021, by and between OACB, the Company and the other parties thereto, whereby OACB will merge into the Company. 
 Section 1.13
“Closing” shall have the meaning set forth in Section 2.02. 
 Section 1.14 “Commitment Amount” shall mean
$150 million as subscription price for Ordinary Shares. 
 Section 1.15 “Commitment Period” shall mean the period commencing upon
the closing of the Business Combination and expiring upon the date of termination of this Agreement in accordance with Section 11.01. 

Section 1.16 “Company” shall have the meaning set forth in the preamble of this Agreement. 

Section 1.17 “Company Indemnitees” shall have the meaning set forth in Section 5.02. 

Section 1.18 “Condition Satisfaction Date” shall have the meaning set forth in Section 7.01. 

Section 1.19 “Environmental Laws” shall have the meaning set forth in Section 4.13. 

Section 1.20 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder. 
 Section 1.21 “Excluded Day” shall have the meaning set forth in Section 2.01(d)(i). 

Section 1.22 “Hazardous Materials” shall have the meaning set forth in Section 4.13. 

Section 1.23 “Indemnified Liabilities” shall have the meaning set forth in Section 5.01. 

Section 1.24 “Investor” shall have the meaning set forth in the preamble of this Agreement. 

  
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 Section 1.25 “Investor Indemnitees” shall have the meaning set forth in
Section 5.01. 
 Section 1.26 “Market Price” shall mean the lowest daily VWAP of the Ordinary Shares during the relevant Pricing
Period, other than the daily VWAP on any Excluded Days. 
 Section 1.27 “Material Adverse Effect” shall mean any event, occurrence or
condition that has had or would reasonably be expected to have (i) a material adverse effect on the legality, validity or enforceability of this Agreement or the transactions contemplated herein or (ii) a material adverse effect on the
Company’s ability to perform in any material respect on a timely basis its obligations under this Agreement. 
 Section 1.28 “Material
Outside Event” shall have the meaning set forth in Section 6.08. 
 Section 1.29 “Maximum Advance Amount” in respect of
each Advance Notice means (i) $20 million in respect of an Advance Notice in which the Company elects a one-day pricing period, and (ii) $60 million in respect of an Advance Notice in which the
Company elects a three-day pricing period. 
 Section 1.30 “Minimum Acceptable Price” or
“MAP” shall mean the minimum price notified by the Company to the Investor in each Advance Notice, if applicable. 
 Section 1.31
“OACB” shall mean Oaktree Acquisition Corp. II, a Cayman Islands exempted company. 
 Section 1.32 “OFAC” shall have
the meaning set forth in Section 4.28. 
 Section 1.33 “Ordinary Shares” shall have the meaning set forth in the recitals of this
Agreement. 
 Section 1.34 “Ownership Limitation” shall have the meaning set forth in Section 2.01(c)(i). 

Section 1.35 “Person” shall mean an individual, a corporation, a partnership, a limited liability company, a trust or other entity or
organization, including a government or political subdivision or an agency or instrumentality thereof. 
 Section 1.36 “Plan of
Distribution” shall mean the section of a Registration Statement disclosing the plan of distribution of the Shares. 
 Section 1.37
“Pricing Period” shall mean (i) in respect of a one-day pricing period, the Advance Notice Date, or (ii) in respect of a three-day pricing
period, the three consecutive Trading Days commencing on the Advance Notice Date, as notified by the Company to the Investor in the applicable Advance Notice. 

Section 1.38 “Principal Market” shall mean the Nasdaq Stock Market LLC ; provided however, that in the event the Company’s Ordinary
Shares are ever listed or traded on the New York Stock Exchange, NYSE American, the Nasdaq Global Market, or the Nasdaq Capital Market, then the “Principal Market” shall mean such other market or exchange on which the Company’s
Ordinary Shares are then listed or traded. 

  
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 Section 1.39 “Prospectus” means any prospectus (including, without limitation, all
amendments and supplements thereto) used in connection with a Registration Statement. 
 Section 1.40 “Prospectus Supplement” shall
mean any prospectus supplement to a Prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act, including, without limitation, any Prospectus Supplement to be filed in accordance with 0 hereof. 

Section 1.41 “Registrable Securities” shall mean (i) the Shares, and (ii) any securities issued or issuable with respect to
any of the foregoing by way of exchange, share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise. 

Section 1.42 “Registration Limitation” shall have the meaning set forth in Section 2.01(c)(ii). 

Section 1.43 “Registration Statement” shall mean a registration statement on Form F-1 or Form F-3 or on such other form promulgated by the SEC for which the Company then qualifies and which counsel for the Company shall deem appropriate, and which form shall be available for the registration of the resale by
the Investor of the Registrable Securities under the Securities Act. 
 Section 1.44 “Regulation D” shall mean the provisions of
Regulation D promulgated under the Securities Act. 
 Section 1.45 “Sanctions” shall have the meaning set forth in Section 4.28.

 Section 1.46 “Sanctioned Countries” shall have the meaning set forth in Section 4.28. 

Section 1.47 “SEC” shall mean the U.S. Securities and Exchange Commission. 

Section 1.48 “SEC Documents” shall have the meaning set forth in Section 4.05. 

Section 1.49 “Securities Act” shall have the meaning set forth in the recitals of this Agreement. 

Section 1.50 “Settlement Document” shall have the meaning set forth in Section 2.02(a). 

Section 1.51 “Shares” shall mean the Ordinary Shares to be issued from time to time hereunder pursuant to an Advance. 

Section 1.52 “Subscription Price” shall mean the price per Share obtained by multiplying the Market Price by 98%. 

Section 1.53 “Subsidiaries” shall have the meaning set forth in Section 4.01. 

Section 1.54 “Trading Day” shall mean any day during which the Principal Market shall be open for business. 

Section 1.55 “Transaction Documents” shall have the meaning set forth in Section 4.02. 

  
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 Section 1.56 “VWAP” means, for any Trading Day, the daily volume weighted average
price of the Ordinary Shares for such Trading Day on the Principal Market during regular trading hours as reported by Bloomberg L.P. 

Article II. Advances 
  

Section 2.01 Advances; Mechanics. Upon the terms and subject to the conditions of this Agreement, during the Commitment Period, the Company, at its
sole discretion, shall have the right, but not the obligation, to issue to the Investor, and the Investor shall subscribe from the Company, to Ordinary Shares by the delivery to the Investor of Advance Notices as provided herein. 

 

	 	(a)	 Advance Notice. At any time during the Commitment Period the Company may require the Investor to
subscribe to Shares by delivering an Advance Notice to the Investor, subject to the satisfaction of all the conditions set forth in Section 7.01, and in accordance with the following provisions: 



 

	 	(i)	 The Company shall, in its sole discretion, select the amount of the Advance, not to exceed the Maximum Advance
Amount, for which it desires to issue Shares to the Investor in each Advance Notice and the time it desires to deliver each Advance Notice.     



 

	 	(ii)	 There shall be no mandatory minimum Advances and no non-usages fee for
not utilizing the Commitment Amount or any part thereof. 


  

	 	(b)	 Date of Delivery of Advance Notice. Advance Notices shall be delivered in accordance with the
instructions set forth on the bottom of Exhibit A. An Advance Notice shall be deemed delivered on (i) the day it is received by the Investor if such notice is received by email prior on or before 8:30 a.m. Eastern Time (or later if
waived by the Investor in its sole discretion), or (ii) the immediately succeeding day if it is received by email after 8:30 a.m. Eastern Time, in each case in accordance with the instructions set forth on the bottom of Exhibit A.



  

	 	(c)	 Advance Limitations. Regardless of the amount of an Advance requested by the Company in the Advance
Notice, the final number of Shares to be issued pursuant to an Advance Notice shall be reduced (if at all) in accordance with each of the following limitations: 



 

	 	(i)	 Ownership Limitation; Commitment Amount. Notwithstanding anything to the contrary contained in this
Agreement, the Investor shall not be obligated to subscribe to, and shall not subscribe to, any Ordinary Shares under this Agreement which, when aggregated with all other Ordinary Shares beneficially owned by the Investor and its affiliates (as
calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates (on an aggregated basis) to
exceed 9.99% of the outstanding voting power or number of Ordinary Shares (the “Ownership Limitation”). Upon the written request of the Investor, the Company shall promptly (but no later than the next business day on which the
transfer agent for the Ordinary 



  
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Shares is open for business) confirm orally or in writing to the Investor the number of Ordinary Shares then outstanding. In connection with each Advance Notice delivered by the Company, any
portion of the Advance that would (i) cause the Investor to exceed the Ownership Limitation or (ii) cause the aggregate number of Ordinary Shares issued to the Investor hereunder to exceed the Commitment Amount shall automatically be
withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the amount of the Advance requested by an amount equal to such withdrawn portion; provided that in the event of any
such automatic withdrawal and automatic modification, Investor will promptly notify the Company of such event. 

  

	 	(ii)	 Registration Limitation. In no event shall an Advance exceed the amount registered under the
Registration Statement then in effect (the “Registration Limitation”). In connection with each Advance Notice, any portion of an Advance that would exceed the Registration Limitation shall automatically be withdrawn with no further
action required by the Company and such Advance Notice shall be deemed automatically modified to reduce the aggregate amount of the requested Advance by an amount equal to such withdrawn portion in respect of each Advance Notice; provided that in
the event of any such automatic withdrawal and automatic modification, Investor will promptly notify the Company of such event. 


  

	 	(d)	 Minimum Acceptable Price. 



 

	 	(i)	 With respect to each Advance Notice, the Company may notify the Investor of the MAP with respect to such
Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during a Pricing Period for which (A) with respect to each Advance
Notice with a MAP, the VWAP of the Ordinary Shares is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the amount
of the Advance set forth in such Advance Notice by (y) 100% if the applicable Pricing Period is a one-day pricing period, and (z) one third if the applicable Pricing Period is a three-day pricing period (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Pricing Period for purposes of determining the
Market Price. 


  

	 	(ii)	 The total number of Shares in respect of each Advance (after reductions have been made to arrive at the
Adjusted Advance Amount, if any) shall be automatically increased by such number of Ordinary Shares (the “Additional Shares”) equal to the number of Ordinary Shares sold by the Investor on such Excluded Day, if any, and the price
paid per share for each Additional Share shall be equal to the MAP in effect with respect to such 



  
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Advance Notice (without any further discount), provided that this increase shall not cause the total advance to exceed the amount set forth in the original Advance Notice or any limitations set
forth in Section 2.01I. 

  

	 	(e)	 Notwithstanding any other provision in this Agreement, the Company and the Investor acknowledge and agree that
upon the Investor’s receipt of a valid Advance Notice the parties shall be deemed to have entered into an unconditional contract binding on both parties for the issuance and subscription of Shares pursuant to such Advance Notice in accordance
with the terms of this Agreement and (i) subject to Applicable Laws and (ii) subject to Section 3.08 (Trading Activities), the Investor may sell Ordinary Shares during the Pricing Period. 



Section 2.02 Closings. The closing of each Advance and each issuance and subscription of Advance Shares (each, a “Closing”) shall
take place as soon as practicable on or after each Advance Date in accordance with the procedures set forth below. The parties acknowledge that the Subscription Price is not known at the time the Advance Notice is delivered (at which time the
Investor is irrevocably bound) but shall be determined on each Closing based on the daily prices of the Ordinary Shares that are the inputs to the determination of the Subscription Price as set forth further below. In connection with each Closing,
the Company and the Investor shall fulfill each of its obligations as set forth below: 
  

	 	(a)	 On each Advance Date, the Investor shall deliver to the Company a written document, in the form attached hereto
as Exhibit B (each a “Settlement Document”), setting forth the final number of Shares to be subscribed to the Investor (taking into account any adjustments pursuant to Section 2.01), the Market Price, the
Subscription Price, the aggregate proceeds to be paid by the Investor to the Company, and a report by Bloomberg, L.P. indicating the VWAP for each of the Trading Days during the Pricing Period (or, if not reported on Bloomberg, L.P., another
reporting service reasonably agreed to by the parties), in each case in accordance with the terms and conditions of this Agreement. The final number of Shares to be subscribed to by the Investor at the Closing for such Advance shall equal the sum of
(i) the Adjusted Advance Amount for which Shares shall be subscribed to at the Subscription Price, plus (ii) the aggregate number of Additional Shares elected to be subscribed to the Investor on Excluded Days during such Pricing Period (as
contemplated by Section 2.01(d)(ii)) which shall be subscribed to at the applicable MAP. 


  

	 	(b)	 Upon delivery of the Settlement Document, the Investor shall pay to the Company the subscription price of the
Shares (as set forth in the Settlement Document) in cash in immediately available funds to an account designated by the Company in writing and transmit notification to the Company that such funds transfer has been requested. No fractional shares
shall be issued, and any fractional amounts shall be rounded to the next higher whole number of shares. To facilitate the transfer of the Ordinary Shares by the Investor, the Ordinary Shares will not bear any restrictive legends so long as there is
an effective Registration Statement covering such Ordinary Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends, the Investor may only sell such Ordinary Shares pursuant to the Plan of
Distribution set forth in the prospectus included in the Registration Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable prospectus delivery




  
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requirements) or pursuant to an available exemption). Promptly after receipt of the Settlement Document and the subscription price with respect to each Advance (and, in any event, not later than
one Trading Day after such receipt), the Company will issue the shares, and will, or will cause its transfer agent to, electronically transfer such number of Shares to be subscribed to by the Investor (as set forth in the Settlement Document) by
crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto, and
transmit notification to the Investor that such share transfer has been requested. 

  

	 	(c)	 On or prior to the Advance Date, each of the Company and the Investor shall deliver to the other all documents,
instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein (notably any KYC documents). 



 

	 	(d)	 Notwithstanding anything to the contrary in this Agreement, if on any day during the Pricing Period
(i) the Company notifies Investor that a Material Outside Event has occurred, or (ii) the Company notifies the Investor of a Black Out Period, the parties agree that the pending Advance shall end and the final number of Shares to be
subscribed to by the Investor at the Closing for such Advance shall be equal to the number of Ordinary Shares sold by the Investor during the applicable Pricing Period prior to the notification from the Company of a Material Outside Event or Black
Out Period. 


 Section 2.03 Hardship. 
  

	 	(a)	 In the event the Investor sells Ordinary Shares of the Company after receipt of an Advance Notice, itself has
complied with its obligations as mandated in Section 2.02, and the Company fails to perform its obligations as mandated in Section 2.02, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in
Article V hereto and in addition to any other remedy to which the Investor is entitled at law or in equity, including, without limitation, specific performance, it will hold the Investor harmless against any loss, claim, damage, or expense
(including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and acknowledges that irreparable damage may occur in the event of any such default. It is accordingly agreed that the
Investor shall be entitled to an injunction or injunctions to prevent such breaches of this Agreement and to specifically enforce (subject to the Securities Act and other rules of the Principal Market), without the posting of a bond or other
security, the terms and provisions of this Agreement. 


  

	 	(b)	 In the event the Company provides an Advance Notice and the Investor fails to perform its obligations as
mandated in Section 2.02, the Investor agrees that in addition to and in no way limiting the rights and obligations set forth in Article V hereto and in addition to any other remedy to which the Company is entitled at law or in equity,
including, without limitation, specific performance, it will hold the Company harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the
Investor and acknowledges that irreparable damage may occur in the event of any such default. It is accordingly agreed 



  
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that the Company shall be entitled to an injunction or injunctions to prevent such breaches of this Agreement and to specifically enforce (subject to the Securities Act and other rules of the
Principal Market), without the posting of a bond or other security, the terms and provisions of this Agreement. 

 Section 2.04
Completion of Resale Pursuant to the Registration Statement. After the Investor has subscribed to the full Commitment Amount and has completed the subsequent resale of the full Commitment Amount pursuant to the Registration Statement,
Investor will notify the Company that all subsequent resales are completed, and the Company will be under no further obligation to maintain the effectiveness of the Registration Statement. 

Article III. Representations and Warranties of Investor 

The Investor hereby makes the following representations, warranties and covenants to the Company and represents that the following are true
and correct as of the date hereof and as of each Advance Notice Date and each Advance Date: 
 Section 3.01 Organization and Authorization. The
Investor is duly organized, validly existing and in good standing under the laws of the Cayman Islands and has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to subscribe to Shares in
accordance with the terms hereof. The decision to invest and the execution and delivery of this Agreement by the Investor, the performance by the Investor of its obligations hereunder and the consummation by the Investor of the transactions
contemplated hereby have been duly authorized and require no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments on behalf of the Investor
or its shareholders. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor,
enforceable against the Investor in accordance with its terms. 
 Section 3.02 Evaluation of Risks. The Investor has such knowledge and
experience in financial, tax and business matters as to be capable of evaluating the merits and risks of, and bearing the economic risks entailed by, an investment in the Ordinary Shares of the Company and of protecting its interests in connection
with the transactions contemplated hereby. The Investor acknowledges and agrees that its investment in the Company involves a high degree of risk, and that the Investor may lose all or a part of its investment. 

Section 3.03 No Legal, Investment or Tax Advice from the Company. The Investor acknowledges that it had the opportunity to review this Agreement
and the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor is relying solely on such counsel and advisors and not on any statements or representations of the Company or any of the
Company’s representatives or agents for legal, tax, investment or other advice with respect to the Investor’s subscription to Ordinary Shares hereunder, the transactions contemplated by this Agreement or the laws of any jurisdiction, and
the Investor acknowledges that the Investor may lose all or a part of its investment. 

  
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 Section 3.04 Investment Purpose. The Investor is subscribing to the Ordinary Shares for its own
account, for investment purposes and not with a view towards, or for resale in connection with, the public sale or distribution thereof, in violation of the Securities Act or any applicable state securities laws; provided, however, that by
making the representations herein, the Investor does not agree, or make any representation or warranty, to hold any of the Shares for any minimum or other specific term and reserves the right to dispose of the Shares at any time in accordance with,
or pursuant to, a registration statement filed pursuant to this Agreement or an applicable exemption under the Securities Act. The Investor does not presently have any agreement or understanding, directly or indirectly, with any Person to sell or
distribute any of the Shares. The Investor is subscribing to the Shares hereunder in the ordinary course of its business. The Investor acknowledges that it will be disclosed as an “underwriter” and a “selling shareholder” in each
Registration Statement and in any prospectus contained therein to the extent required by applicable law and to the extent the prospectus is related to the resale of Registrable Securities. 

Section 3.05 Accredited Investor. The Investor is an “accredited investor” as that term is defined in Rule 501(a)(3) of
Regulation D. 
 Section 3.06 Information. The Investor and its advisors (and its counsel), if any, have been furnished with all materials
relating to the business, finances and operations of the Company and information the Investor deemed material to making an informed investment decision. The Investor and its advisors (and its counsel), if any, have been afforded the opportunity to
ask questions of the Company and its management and have received answers to such questions. Neither such inquiries nor any other due diligence investigations conducted by such Investor or its advisors (and its counsel), if any, or its
representatives shall modify, amend or affect the Investor’s right to rely on the Company’s representations and warranties contained in this Agreement. The Investor acknowledges and agrees that the Company has not made to the Investor, and
the Investor acknowledges and agrees it has not relied upon, any representations and warranties of the Company, its employees or any third party other than the representations and warranties of the Company contained in this Agreement. The Investor
understands that its investment involves a high degree of risk. The Investor has sought such accounting, legal and tax advice, as it has considered necessary to make an informed investment decision with respect to the transactions contemplated
hereby. 
 Section 3.07 Not an Affiliate. The Investor is not an officer, director or a person that directly, or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control with the Company or any “affiliate” of the Company (as that term is defined in Rule 405 promulgated under the Securities Act). 

Section 3.08 No Prior Short Sales. At no time prior to the date of this Agreement has the Investor, its sole member, any of their respective
officers, or any entity managed or controlled by the Investor or its sole member, engaged in or effected, in any manner whatsoever, directly or indirectly, for its own principal account, any (i) “short sale” (as such term is defined in
Rule 200 of Regulation SHO of the Exchange Act) of the Ordinary Shares or (ii) hedging transaction, which establishes a net short position with respect to the Ordinary Shares that remains in effect as of the date of this Agreement. 

  
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 Section 3.09 Resale of Shares. The Investor represents, warrants and covenants that it will
resell the Shares only pursuant to the Registration Statement in which the resale of such Shares is registered under the Securities Act, in a manner described under the caption “Plan of Distribution” in such Registration Statement, and in
a manner in compliance with all applicable federal and state securities laws, rules and regulations, or pursuant to an exception for the registration provisions of the Securities Act, if applicable. 

Section 3.10 General Solicitation. The Investor is not subscribing to the Shares as a result of any form of general solicitation or general
advertising (within the meaning of Regulation D) in connection with the offer or issuance of the Shares. 
 Section 3.11 SEC SPAC-Related
Guidance. The Investor acknowledges that (i) the Staff of the SEC issued the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies on April 12, 2021 (the
“Statement”) and, (ii) Company continues to review the Statement and its implications, including on the financial statements and other information included in the SEC Documents and (iii) any restatement, revision or other
modification of the SEC Documents in connection with such review of the Statement or any other required changes in the SEC Documents, as a result of any order, directive, guideline, comment or recommendation from the SEC that is applicable to the
Company as a successor to a special purpose acquisition company shall be deemed not material for purposes of this Agreement. 
 Section 3.12
Sanctions Matters. Neither the Investor nor any of its subsidiaries (collectively, the “Investor Entity”), nor any director, officer of the Investor nor, to the knowledge of the Investor, any affiliate or representative of
the Investor or any director or officer of any subsidiary of the Investor, is a Person that is, or is owned or controlled by a Person that is (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s
Office of Foreign Asset Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including, without limitation, designation on OFAC’s
Specially Designated Nationals and Blocked Persons List or OFAC’s Foreign Sanctions Evaders List or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized or resident in a country or territory
that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including, without limitation, the Crimea region, the Donetsk People’s Republic and Luhansk People’s Republic in the Ukraine, Cuba, Iran, North
Korea, Sudan and Syria (the “Sanctioned Countries”)). For the past five years, the Investor Entity has not engaged in, and is now not engaged in, any dealings or transactions with any Person, or in any country or territory, that at
the time of the dealing or transaction is or was the subject of Sanctions or was a Sanctioned Country. 
 Article IV. Representations and
Warranties of the Company 
 Except as set forth in the SEC Documents, or in the Disclosure Schedules, which Disclosure Schedules shall
be deemed a part hereof and shall qualify any representation or warranty otherwise made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules or in another Section of the Disclosure Schedules, to
the extent that it is reasonably apparent on the face of such disclosure that such disclosure is applicable to such Section, the Company represents and warrants to the Investor that, upon the closing of the Business Combination and each Advance
Notice Date (other than representations and warranties which address matters only as of a certain date, which shall be true and correct as written as of such certain date): 

  
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 Section 4.01 Incorporation and Qualification. Each of the Company and its Subsidiaries (as
defined below) is an entity duly incorporated and validly existing under the laws of their respective jurisdiction of incorporated and has the requisite power and authority to own its properties and to carry on its business as now being conducted.
Each of the Company and its Subsidiaries is duly qualified to do business and is in good standing (to the extent applicable) in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the
extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. “Subsidiaries” means any Person (as defined below) in which the Company, directly or indirectly, (x) owns any of the
outstanding share capital or holds any equity or similar interest of such Person or (y) controls or operates all or any part of the business, operations or administration of such Person, and each of the foregoing, is individually referred to
herein as a “Subsidiary.” 
 Section 4.02 Authorization, Enforcement, Compliance with Other Instruments. The Company has the
requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Shares in accordance with the terms hereof and thereof. The execution and delivery by the
Company of this Agreement and the other Transaction Documents, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Ordinary Shares) have been or (with respect to
consummation) will be duly authorized by the Company’s board of directors and no further consent or authorization will be required by the Company or its shareholders. This Agreement and the other Transaction Documents to which it is a party
have been (or, when executed and delivered, will be) duly executed and delivered by the Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the legal,
valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or
state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions
contemplated hereby and thereby, as may be amended from time to time. 
 Section 4.03 Authorization of the Shares. The Shares to be issued under
this Agreement have been, or with respect to Shares to be subscribed to by the Investor pursuant to an Advance Notice and in compliance with Section 2.02, will be, when issued and delivered pursuant to the terms approved by the board of
directors of the Company, against payment therefor as provided herein, duly and validly authorized and issued and fully paid and nonassessable (meaning no further payments will have to be made thereon), free and clear of any pledge, lien,
encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The
Shares, when issued, will conform to the description thereof set forth in or incorporated into the Prospectus. 

  
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 Section 4.04 No Conflict. The execution, delivery and performance of the Transaction Documents
by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Ordinary Shares) will not (i) result in a violation of the articles of association of the
Company (with respect to consummation, as the same may be amended prior to the date on which any of the transactions contemplated hereby are consummated), (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or
both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or its Subsidiaries is a party, or (iii) result in a
violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or its Subsidiaries or by which any property or asset of the Company or its Subsidiaries is
bound or affected except, in the case of clause (ii) or (iii) above, to the extent such violations that would not reasonably be expected to have a Material Adverse Effect. 

Section 4.05 SEC Documents; Financial Statements. The Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the Exchange Act for the two years preceding the date hereof (or such
shorter period as the Company was required by law or regulation to file such material) (all of the foregoing filed within two years preceding the date hereof or amended after the date hereof, or filed after the date hereof, and all exhibits included
therein and financial statements and schedules thereto and documents incorporated by reference therein, and all registration statements filed by the Company under the Securities Act (including any Registration statements filed hereunder), being
hereinafter referred to as the “SEC Documents”). The Company has delivered or made available to the Investor through the SEC’s website at http://www.sec.gov, true and complete copies of the SEC Documents. As of their respective
dates (or, with respect to any filing that has been amended or superseded, the date of such amendment or superseding filing), the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as
applicable, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and did not contain 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 the light of the circumstances under which they were made, not misleading. 
 Section 4.06 Financial
Statements. The consolidated financial statements of the Company included or incorporated by reference in SEC Documents, together with the related notes and schedules, present fairly, in all material respects, the consolidated financial position
of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations, cash flows and changes in shareholders’ equity of the Company for the periods specified and have been prepared in compliance with the
requirements of the Securities Act and Exchange Act and in conformity with International Financial Reporting Standards (“IFRS”) applied on a consistent basis (except for (i) such adjustments to accounting standards and practices as
are noted therein, (ii) in the case of unaudited interim financial statements, to the extent such financial statements may not include footnotes required by IFRS or may be condensed or summary statements and (iii) such adjustments which
will not be material, either individually or in the aggregate) during the periods involved; the other financial and statistical data with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the
SEC Documents are accurately and fairly presented and prepared on a basis consistent with the financial statements 

  
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and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the SEC Documents that are not
included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet
obligations), not described in the SEC Documents (excluding the exhibits thereto); and all disclosures contained or incorporated by reference in the SEC Documents regarding “non-IFRS financial
measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities
Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the SEC Documents fairly presents the information called for in all material respects and has been prepared in
accordance with the SEC’s rules and guidelines applicable thereto. 
 Section 4.07 Registration Statement and Prospectus. The Company and
the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-1 under the Securities Act. Each Registration Statement and the offer and issuance
of Shares as contemplated hereby will meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in a
Registration Statement or a Prospectus, or to be filed as exhibits to a Registration Statement have been so described or filed. Copies of each Registration Statement, any Prospectus, and any such amendments or supplements thereto and all documents
incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through EDGAR, to the Investor and its counsel. The Company has not distributed and, prior to the
later to occur of each Settlement Date and completion of the distribution of the Shares, will not distribute any offering material in connection with the offering or issuance of the Shares other than a Registration Statement and the Prospectus and
any Issuer Free Writing Prospectus (as defined below) to which the Investor has consented. 
 Section 4.08 No Misstatement or Omission. Each
Registration Statement, when it became or becomes effective, and any Prospectus, on the date of such Prospectus or amendment or supplement, conformed and will conform in all material respects with the requirements of the Securities Act. At each
Advance Date, the Registration Statement, and the Prospectus, as of such date, will conform in all material respects with the requirements of the Securities Act. Each Registration Statement, when it became or becomes effective, did not, and will
not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Each Prospectus did not, or will not, include an untrue statement of a
material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The documents incorporated by reference in a Prospectus or any Prospectus Supplement
did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or
necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions from, any such document made in reliance upon, and in
conformity with, information furnished to the Company by the Investor specifically for use in the preparation thereof. 

  
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 Section 4.09 Conformity with Securities Act and Exchange Act. Each Registration Statement, each
Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement thereto, and the documents incorporated by reference in each Registration Statement, Prospectus or any amendment or supplement thereto, when such documents were or are
filed with the SEC under the Securities Act or the Exchange Act or became or become effective under the Securities Act, as the case may be, conformed or will conform in all material respects with the requirements of the Securities Act and the
Exchange Act, as applicable.
 Section 4.10 Equity Capitalization. On the date of closing of the Business Combination, the authorized capital of
the Company will consist of 6,000,000,000 ordinary shares, nominal value USD 0.01 per share. 
 Upon the closing of the Business
Combination, the Ordinary Shares will be registered pursuant to Section 12(b) of the Exchange Act and will be listed on a Principal Market under the trading symbol “ALVO.” The Company has taken no action designed to, or likely to have
the effect of, terminating the registration of the Ordinary Shares under the Exchange Act, delisting the Ordinary Shares from the Principal Market, nor has the Company received any notification that the Commission or the Principal Market is
contemplating terminating such registration or listing. To the Company’s knowledge, it will be in compliance with all applicable listing requirements of the Principal Market upon the closing of the Business Combination. 

Section 4.11 Intellectual Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all material
trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights, if any, necessary to conduct their
respective businesses as now conducted, except as would not cause a Material Adverse Effect. The Company and its Subsidiaries have not received written notice of any infringement by the Company or its Subsidiaries of trademark, trade name rights,
patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, or trade secrets, except as would not cause a Material Adverse Effect. To the knowledge of the Company, there is no material claim,
action or proceeding being made or brought against, or to the Company’s knowledge, being threatened against the Company or its Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license, service names,
service marks, service mark registrations, trade secret or other infringement; and, except as would not cause a Material Adverse Effect, the Company is not aware of any facts or circumstances which might give rise to any of the foregoing. 

Section 4.12 Employee Relations. Neither the Company nor any of its Subsidiaries is involved in any labor dispute nor, to the knowledge of the
Company or any of its Subsidiaries, is any such dispute threatened, in each case which is reasonably likely to cause a Material Adverse Effect. 

Section 4.13 Environmental Laws. The Company and its Subsidiaries (i) have not received written notice alleging any failure to comply in all
material respects with all Environmental Laws (as defined below), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not
received written notice alleging any failure to comply with all terms and conditions of any such permit, license or approval where, in each of the foregoing clauses (i), (ii) and (iii), the failure to


  
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so comply would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. The term “Environmental Laws” means all applicable federal, state and
local laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions,
discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders,
permits, plans or regulations issued, entered, promulgated or approved thereunder. 
 Section 4.14 Title. Except as would not cause a Material
Adverse Effect, the Company (or its Subsidiaries) have indefeasible fee simple or leasehold title to its properties and material assets owned by it, free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest
other than such as are not material to the business of the Company. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not
material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries. 

Section 4.15 Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such
losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. The Company has no reason to believe that it will not be able to renew
its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect. 

Section 4.16 Regulatory Permits. Except as would not cause a Material Adverse Effect, the Company and its Subsidiaries possess all material
certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to own their respective businesses, and neither the Company nor any such Subsidiary has received any written notice of
proceedings relating to the revocation or modification of any such certificate, authorization or permits. 
 Section 4.17 Internal Accounting
Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations,
(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in
accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences,
and management is not aware of any material weaknesses that are not disclosed in the SEC Documents as and when required. 
  

  
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 Section 4.18 Absence of Litigation. There is no action, suit, proceeding, inquiry or
investigation before or by any court, public board, government agency, self-regulatory organization or body pending against or affecting the Company, the Ordinary Shares or any of the Company’s Subsidiaries, wherein an unfavorable decision,
ruling or finding would have a Material Adverse Effect. 
 Section 4.19 Subsidiaries. The Company does not presently own or control, directly or
indirectly, any interest in any other corporation, partnership, association or other business entity. 
 Section 4.20 Tax Status. Each of the
Company and its Subsidiaries (i) has timely made or filed all foreign, federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes and
other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and (iii) has set aside on its books provision
reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. The Company has not received written notification any unpaid taxes in any material amount claimed to be due
by the taxing authority of any jurisdiction, and the officers of the Company and its Subsidiaries know of no basis for any such claim where failure to pay would cause a Material Adverse Effect. 

Section 4.21 Certain Transactions. Except as (i) disclosed in the Company disclosure letter or (ii) not required to be disclosed
pursuant to Applicable Laws, none of the officers or directors of the Company is presently a party to any transaction with the Company (other than for services as employees, officers and directors), including any contract, agreement or other
arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer or director, or to the knowledge of the Company, any corporation,
partnership, trust or other entity in which any officer or director has a substantial interest or is an officer, director, trustee or partner. 

Section 4.22 Rights of First Refusal. The Company is not obligated to offer the Ordinary Shares offered hereunder on a right of first refusal
basis or otherwise to any third parties including, but not limited to, current or former shareholders of the Company, underwriters, brokers, agents or other third parties. 

Section 4.23 Dilution. The Company is aware and acknowledges that issuance of Ordinary Shares hereunder could cause dilution to existing
shareholders and could significantly increase the outstanding number of Ordinary Shares. 
 Section 4.24 Acknowledgment Regarding Investor’s
Subscription of Shares. The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length investor with respect to this Agreement and the transactions contemplated hereunder. The Company further
acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereunder and any advice given by the Investor or any of
its representatives or agents in connection with this Agreement and the transactions contemplated hereunder is merely incidental to the Investor’s subscription to the Shares hereunder. The Company is aware and acknowledges that it shall not be
able to request Advances under this Agreement if the Registration Statement is not effective or if any issuances of Ordinary Shares pursuant to any Advances would violate any rules of the Principal Market. The Company acknowledged and agrees that it
is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement. 

  
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 Section 4.25 Finder’s Fees. Neither the Company nor any of the Subsidiaries has incurred
any liability for any finder’s fees, brokerage commissions or similar payments in connection with the transactions herein contemplated.

Section 4.26 Relationship of the Parties. Neither the Company, nor any of its Subsidiaries, affiliates, nor any person acting on its or their
behalf is a client or customer of the Investor or any of its affiliates and neither the Investor nor any of its affiliates has provided, or will provide, any services to the Company or any of its affiliates, its subsidiaries, or any person acting on
its or their behalf. The Investor’s relationship to Company is solely as investor as provided for in the Transaction Documents.
 Section 4.27
Compliance with Laws. The Company and each of its Subsidiaries are in compliance with Applicable Laws; the Company has not received a notice of non-compliance, nor, to the Company’s knowledge, are
there any facts that any director, officer of the Company or any Subsidiary has not complied with Applicable Laws that could give rise to a notice of non-compliance with Applicable Laws, and the Company is not
aware of any pending change or contemplated change to any applicable law or regulation or governmental position; in each case that would have a Material Adverse Effect. 

Section 4.28 Sanctions Matters. Neither the Company nor any of its Subsidiaries (collectively, the “Entity”), nor any director,
officer of the Company nor, to the knowledge of the Company, any affiliate or representative of the Company or any director or officer of any Subsidiary, is a Person that is, or is owned or controlled by a Person that is (i) the subject of any
sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Asset Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions
authorities, including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List or OFAC’s Foreign Sanctions Evaders List or other relevant sanctions authority (collectively, “Sanctions”),
nor (ii) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including, without limitation, the Crimea region, the Donetsk People’s
Republic and Luhansk People’s Republic in the Ukraine, Cuba, Iran, North Korea, Sudan and Syria (the “Sanctioned Countries”)). The Entity will not, directly or indirectly, use the proceeds from the sale of Shares, or lend,
contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such
funding or facilitation, is the subject of Sanctions or is a Sanctioned Country, or (b) in any other manner that will result in a violation of Sanctions or Applicable Laws by any Person (including any Person participating in the transactions
contemplated by this agreement, whether as underwriter, advisor, investor or otherwise). For the past five years, the Entity has not engaged in, and is now not engaged in, any dealings or transactions with any Person, or in any country or territory,
that at the time of the dealing or transaction is or was the subject of Sanctions or was a Sanctioned Country. 

  
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 Article V. Indemnification 

The Investor and the Company represent to the other the following with respect to itself: 

Section 5.01 Indemnification by the Company. In consideration of the Investor’s execution and delivery of this Agreement and subscribing to
the Shares hereunder, and in addition to all of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless the Investor and its investment manager, Yorkville Advisors Global, LP, and
each of their respective officers, directors, managers, members, partners, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the
Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Investor Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses,
costs, penalties, fees, liabilities and damages, and reasonable and documented expenses in connection therewith (irrespective of whether any such Investor Indemnitee is a party to the action for which indemnification hereunder is sought), and
including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by the Investor Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or
alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto,
or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company will not
be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to the Company by or on behalf of the Investor specifically for inclusion therein; (b) any material misrepresentation or breach of any material representation or material warranty made by the
Company in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; or (c) any material breach of any material covenant, material agreement or material obligation of the Company contained in this Agreement
or any other certificate, instrument or document contemplated hereby or thereby. To the extent that the foregoing undertaking by the Company may be unenforceable under Applicable Law, the Company shall make the maximum contribution to the payment
and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Law. 
 Section 5.02 Indemnification by the
Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the
Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of
them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment
thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material 

  
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fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information
relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on
behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the
Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the
foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.

 Section 5.03 Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any
action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made
against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to
the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to
assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee
shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable
opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such
Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or
defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying
party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or
proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor
Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or
Company Indemnitee of a release from all liability in 

  
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respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee
with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received and payment therefor is due. 
 Section 5.04 Remedies. The remedies provided for in
this Article V are not exclusive and shall not limit any right or remedy which may be available to any indemnified person at law or equity. The obligations of the parties to indemnify or make contribution under this Article V shall survive
expiration or termination of this Agreement. Notwithstanding anything to the contrary under this Agreement or Applicable Laws, no party shall be entitled to any indemnification pursuant to this Article V (other than claims for any damages resulting
from fraud) until the aggregate amount of all such damages that would otherwise be indemnifiable to such party equals or exceeds $25,000 (the “Basket”), at which time such party shall be entitled to indemnification for the full
amount of all damages (including all damages incurred prior to exceeding the Basket). 
 Section 5.05 Limitation of liability. Notwithstanding
the foregoing, no party shall be entitled to recover from the other party for punitive, indirect, incidental or consequential damages. 

Article VI. 
 Additional
Covenants 
 The Company covenants with the Investor, and the Investor covenants with the Company, as follows, which covenants of one party are for the
benefit of the other party, during the Commitment Period (and with respect to the Company, for the period following the termination of this Agreement specified in Article X pursuant to and in accordance with Article X: 

Section 6.01 Registration Statement. 
  

	 	(a)	 Filing of a Registration Statement. The Company shall prepare and file with the SEC a Registration
Statement, or multiple Registration Statements for the resale by the Investor of the Registrable Securities. The Company in its sole discretion may choose when to file such Registration Statements; provided, however, that the Company shall
not have the ability to request any Advances until the effectiveness of a Registration Statement. 


  

	 	(b)	 Maintaining a Registration Statement. The Company shall maintain the effectiveness of any Registration
Statement that has been declared effective at all times during the Commitment Period, provided, however, that if the Company has received notification pursuant to Section 2.04 that the Investor has completed resales pursuant to the Registration
Statement for the full Commitment Amount, then the Company shall be under no further obligation to maintain the effectiveness of the Registration Statement. Notwithstanding anything to the contrary contained in this Agreement, the Company shall
ensure that, when filed, each Registration Statement (including, without limitation, all amendments and supplements thereto) and the prospectus (including, without limitation, all amendments and supplements thereto) used in connection with such
Registration Statement shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the
circumstances in which they were made) not misleading. 



  
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	 	(c)	 Filing Procedures. The Company shall (A) permit counsel to the Investor an opportunity to review
and comment upon (i) each Registration Statement at least three (3) Trading Days prior to its filing with the SEC and (ii) all amendments and supplements to each Registration Statement (including, without limitation, the Prospectus
contained therein) (except for Annual Reports on Form 20-F, Q Current Reports on Form 6-K, and any similar or successor reports or Prospectus
Supplements the contents of which is limited to that set forth in such reports) within a reasonable number of days prior to their filing with the SEC, and (B) shall reasonably consider any comments of the Investor and its counsel on any such
Registration Statement or amendment or supplement thereto or to any Prospectus contained therein. The Company shall promptly furnish to the Investor, without charge, (i) electronic copies of any correspondence from the SEC or the Staff to the
Company or its representatives relating to each Registration Statement (which correspondence shall be redacted to exclude any material, non-public information regarding the Company or any of its
Subsidiaries), (ii) after the same is prepared and filed with the SEC, one (1) electronic copy of each Registration Statement and any amendment(s) and supplement(s) thereto, including, without limitation, financial statements and schedules, all
documents incorporated therein by reference, if requested by the Investor, and all exhibits and (iii) upon the effectiveness of each Registration Statement, one (1) electronic copy of the Prospectus included in such Registration Statement
and all amendments and supplements thereto; provided, however, the Company shall not be required to furnish any document to the extent such document is available on EDGAR). 



 

	 	(d)	 Amendments and Other Filings. The Company shall (i) prepare and file with the SEC such
amendments (including post-effective amendments) and supplements to a Registration Statement and the related prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under
the Securities Act, as may be necessary to keep such Registration Statement effective at all times during the Commitment Period, and prepare and file with the SEC such additional Registration Statements in order to register for resale under the
Securities Act all of the Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement (subject to the terms of this Agreement), and as so supplemented or amended to be filed
pursuant to Rule 424 promulgated under the Securities Act; (iii) provide the Investor copies of all correspondence from and to the SEC relating to a Registration Statement (provided that the Company may excise any information contained therein
which would constitute material non-public information, and (iv) comply with the provisions of the Securities Act with respect to the disposition of all Ordinary Shares of the Company covered by such
Registration Statement until such time as all of such Ordinary Shares shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of
amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 6.01(d) by reason of the Company’s filing a report on Form
20-F, or Form 



  
 - 22 - 














	 	
6-K or any analogous report under the Exchange Act, the Company shall use commercially reasonable efforts to file such report in a prospectus supplement
filed pursuant to Rule 424 promulgated under the Securities Act to incorporate such filing into the Registration Statement, if applicable, or shall file such amendments or supplements with the SEC either on the day on which the Exchange Act report
is filed which created the requirement for the Company to amend or supplement the Registration Statement, if feasible, or otherwise promptly thereafter. 

  

	 	(e)	 Blue-Sky. The Company shall use its commercially
reasonable efforts to, if required by Applicable Laws, (i) register and qualify the Ordinary Shares covered by a Registration Statement under such other securities or “blue sky” laws of such jurisdictions in the United States as the
Investor reasonably requests, (ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof
during the Commitment Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Commitment Period, and (iv) take all other actions reasonably necessary or
advisable to qualify the Ordinary Shares for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (w) make any change to its Articles of Incorporation or
Bylaws or any other organizational documents of the Company or any of its Subsidiaries, (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this 0, (y) subject itself to general taxation in
any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify the Investor of the receipt by the Company of any notification with respect to the suspension of the
registration or qualification of any of the Ordinary Shares for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threat of any proceeding for such
purpose. 


 Section 6.02 Suspension of Registration Statement. 

 

	 	(a)	 Establishment of a Black Out Period. During the Commitment Period, the Company from time to time may
suspend the use of the Registration Statement by written notice to the Investor in the event that the Company determines in its sole discretion in good faith that such suspension is necessary to (A) delay the disclosure of material nonpublic
information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (B) amend or supplement the Registration Statement or Prospectus so that such
Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading (a “Black Out Period”). 


  

	 	(b)	 No Sales by Investor During the Black Out Period. During such Black Out Period, the Investor agrees not
to sell any Ordinary Shares of the Company. 



  
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	 	(c)	 Limitations on the Black Out Period. The Company shall not impose any Black Out Period that is longer
than 30 days or in a manner that is more restrictive (including, without limitation, as to duration) than the comparable restrictions that the Company may impose on transfers of the Company’s equity securities by its directors and senior
executive officers. In addition, the Company shall not deliver any Advance Notice during any Black Out Period. If the public announcement of such material, nonpublic information is made during a Black Out Period, the Black Out Period shall terminate
immediately after such announcement, and the Company shall immediately notify the Investor of the termination of the Black Out Period. 



Section 6.03 Listing of Ordinary Shares. As of each Advance Date, the Shares to be subscribed for from time to time hereunder will have been
registered under Section 12(b) of the Exchange Act and approved for listing on the Principal Market, subject to official notice of issuance. 

Section 6.04 Opinion of Counsel. Prior to the date of the delivery by the Company of the first Advance Notice, the Investor shall have received an
opinion letter from counsel to the Company in form and substance reasonably satisfactory to the Investor. 
 Section 6.05 Exchange Act
Registration. The Company will file in a timely manner all reports and other documents required of it as a reporting company under the Exchange Act and will not take any action or file any document (whether or not permitted by Exchange Act or
the rules thereunder) to terminate or suspend its reporting and filing obligations under the Exchange Act. 
 Section 6.06 Transfer Agent
Instructions. For any time while there is a Registration Statement in effect for this transaction, the Company shall (if required by the transfer agent for the Ordinary Shares) cause legal counsel for the Company to deliver to the transfer agent
for the Ordinary Shares (with a copy to the Investor) instructions to issue Ordinary Shares to the Investor free of restrictive legends upon each Advance if the delivery of such instructions are consistent with Applicable Law. 

Section 6.07 Corporate Existence. The Company will use commercially reasonable efforts to preserve and continue the corporate existence of the
Company during the Commitment Period. 
 Section 6.08 Notice of Certain Events Affecting Registration; Suspension of Right to Make an Advance.
The Company will promptly notify the Investor, and confirm in writing, upon its becoming aware of the occurrence of any of the following events in respect of a Registration Statement or related Prospectus relating to an offering of the Ordinary
Shares (in each of which cases the information provided to Investor will be kept strictly confidential): (i) except for requests made in connection with SEC investigations disclosed in the SEC Documents, receipt of any request for additional
information by the SEC or any other Federal or state governmental authority during the period of effectiveness of the Registration Statement or any request for amendments or supplements to the Registration Statement or related Prospectus;
(ii) the issuance by the SEC or any other Federal governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification
with respect to the suspension of the qualification or exemption from qualification of any of the Ordinary Shares for sale in any jurisdiction or the initiation or written threat of any proceeding for such purpose; (iv) the happening of any
event that makes any statement made in the Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the
Registration Statement, related Prospectus or documents so that, in the case of the 

  
 - 24 - 













 
Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein
not misleading, and that in the case of the related Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, or of the necessity to amend the Registration Statement or supplement a related Prospectus to comply with the Securities Act or any other law; (v) the Company’s reasonable
determination that a post-effective amendment to the Registration Statement would be required and the Company will promptly make available to the Investor any such supplement or amendment to the related Prospectus; (vi) the Ordinary Shares
shall cease to be authorized for listing on the Principal Market; or (vii) the Company fails to file in a timely manner all reports and other documents required of it as a reporting company under the Exchange Act. The Company shall not deliver
to the Investor any Advance Notice, and the Company shall not issue any Shares pursuant to any pending Advance Notice (other than as required pursuant to Section 2.02(d)), during the continuation of any of the foregoing events (each of the
events described in the immediately preceding clauses (i) through (vii), inclusive, a “Material Outside Event”). 
 Section 6.09
Consolidation. If an Advance Notice has been delivered to the Investor, then the Company shall not effect any consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity
before the transaction contemplated in such Advance Notice has been closed in accordance with Section 2.02 hereof, and all Shares in connection with such Advance have been received by the Investor. 

Section 6.10 Issuance of the Company’s Ordinary Shares. The issuance of the Ordinary Shares hereunder shall be made in accordance with the
provisions and requirements of Section 4(a)(2) of the Securities Act and any applicable securities law. 
 Section 6.11 Market Activities.
The Company will not, directly or indirectly, take any action designed to cause or result in, or that constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company under
Regulation M of the Exchange Act. 
 Section 6.12 Expenses. The Company, whether or not the transactions contemplated hereunder are consummated
or this Agreement is terminated, will pay all expenses incident to the performance of its obligations hereunder, including but not limited to (i) the preparation, printing and filing of the Registration Statement and each amendment and
supplement thereto, of each prospectus and of each amendment and supplement thereto; (ii) the preparation, issuance and delivery of any Shares issued pursuant to this Agreement; (iii) all fees and disbursements of the Company’s
counsel, accountants and other advisors (but not, for the avoidance doubt, the fees and disbursements of Investor’s counsel, accountants and other advisors); (iv) the qualification of the Shares under securities laws in accordance with the
provisions of this Agreement, including filing fees in connection therewith; (v) the printing and delivery of copies of any prospectus and any amendments or supplements thereto; (vi) the fees and expenses incurred in connection with the
listing or qualification of the Shares for trading on the Principal Market; or (vii) filing fees of the SEC and the Principal Market. 

  
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 Section 6.13 Current Report. The Company shall cause OACB to, on the fourth business day after
the date of this Agreement, file with the SEC a Current Report on Form 8-K disclosing the execution of this Agreement by the Company and the Investor (including any exhibits thereto, the
“Current Report”). The Company shall cause OACB to provide the Investor and its legal counsel a reasonable opportunity to comment on a draft of the Current Report prior to filing the Current Report with the SEC and shall give due
consideration to all such comments. From and after the filing of the Current Report with the SEC, the Company shall have and the Company shall have caused OACB to have publicly disclosed all material, nonpublic information delivered to the Investor
(or the Investor’s representatives or agents) by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, agents or representatives (if any) in connection with the transactions contemplated by the
Transaction Documents. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its, OACB’s and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion and if
granted must include an agreement to keep such information confidential until publicly disclosed or 45 days have passed); it being understood that the mere notification of Investor required pursuant to Section 6.08(iv) hereof shall not in and
of itself be deemed to be material non-public information. Notwithstanding anything contained in this Agreement to the contrary, the Company expressly agrees that it shall publicly disclose and shall cause
OACB to publicly disclose in the Current Report any information communicated to the Investor by or, to the knowledge of the Company, on behalf of the Company in connection with the transactions contemplated herein, which, following the date hereof
would, if not so disclosed, constitute material, non-public information regarding the Company or its Subsidiaries. The Company understands and confirms that the Investor will reply on the foregoing
representations in effecting resales of Shares under the Registration Statement. 
 Section 6.14 Advance Notice Limitation. The Company shall
not deliver an Advance Notice if a shareholder meeting or corporate action date, or the record date for any shareholder meeting or any corporate action, would fall during the period beginning two Trading Days prior to the date of delivery of such
Advance Notice and ending two Trading Days following the Closing of such Advance. 
 Section 6.15 Use of Proceeds. The proceeds from the
issuance of the Shares by the Company to Investor shall be used by the Company in the manner as will be set forth in the Prospectus included in any Registration Statement (and any post-effective amendment thereto) and any Prospectus Supplement
thereto filed pursuant to this Agreement. 
 Section 6.16 Selling Restrictions. (i) Except as expressly set forth below, the Investor
covenants that from and after the date hereof through and including the Trading Day next following the expiration or termination of this Agreement as provided in Section 11.01 (the “Restricted Period”), none of the Investor any
of its officers, or any entity managed or controlled by the Investor (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall, directly or indirectly,
(i) engage in any “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Ordinary Shares or (ii) hedging transaction, which establishes a net short position with respect to the Ordinary
Shares, with respect to each of clauses (i) and (ii) hereof, either for its own principal account or for the principal account of any other Restricted Person. Notwithstanding the foregoing, it is expressly


  
 - 26 - 













 
understood and agreed that nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person during the Restricted Period from:
(1) selling “long” (as defined under Rule 200 promulgated under Regulation SHO) the Shares; or (2) selling a number of Ordinary Shares equal to the number of Shares that such Restricted Person is unconditionally obligated to
subscribe to under a pending Advance Notice but has not yet received from the Company or the Transfer Agent pursuant to this Agreement. 
 Section 6.17
Assignment. Neither this Agreement nor any rights or obligations of the parties hereto may be assigned to any other Person. 
 Section 6.18 Non-Public Information. The Company covenants and agrees that, other than as expressly required by Section 6.08 hereof, or, with the Investor’s consent pursuant to Section 6.13, it shall refrain
from disclosing, and shall cause its officers, directors, employees and agents to refrain from disclosing, any material non-public information (as determined under the Securities Act, the Exchange Act, or the
rules and regulations of the SEC) to the Investor without also disseminating such information to the public, unless prior to disclosure of such information the Company identifies such information as being material
non-public information and provides the Investor with the opportunity to accept or refuse to accept such material non-public information for review. Unless specifically
agreed to in writing, in no event shall the Investor have a duty of confidentiality, or be deemed to have agreed to maintain information in confidence, with respect to the delivery of any Advance Notices. 

Article VII. 
 Conditions
for Delivery of Advance Notice 
 Section 7.01 Conditions Precedent to the Right of the Company to Deliver an Advance Notice. The right of
the Company to deliver an Advance Notice and the obligations of the Investor hereunder with respect to an Advance is subject to the satisfaction by the Company, on each Advance Notice Date (a “Condition Satisfaction Date”), of each
of the following conditions: 
 (a) Accuracy of the Company’s Representations and Warranties. The representations
and warranties of the Company in this Agr 

	 	eement	 shall be true and correct in all material respects as of the Advance Notice Date (other than representations
and warranties which address matters only as of a certain date, which shall be true and correct as written as of such certain date). 


  

	 	(b)	 Registration of the Ordinary Shares with the SEC. There is an effective Registration Statement pursuant
to which the Investor is permitted to utilize the prospectus thereunder to resell all the Ordinary Shares issuable pursuant to such Advance Notice. The Company shall have filed with the SEC in a timely manner all reports, notices and other documents
required under the Exchange Act and applicable SEC regulations during the twelve-month period immediately preceding the applicable Condition Satisfaction Date. 



 

	 	(c)	 Authority. The Company shall have obtained all permits and qualifications required by any applicable
state for the offer and issuance of all the Ordinary Shares issuable pursuant to such Advance Notice or shall have the availability of exemptions therefrom. The issuance of such Ordinary Shares shall be legally permitted by all laws and regulations
to which the Company is subject. 



  
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	 	(d)	 No Material Outside Event. No Material Outside Event shall have occurred and be continuing.



  

	 	(e)	 Performance by the Company. The Company shall have performed, satisfied and complied in all material
respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior the applicable Condition Satisfaction Date. 



 

	 	(f)	 No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have
been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits or directly, materially and adversely affects any of the transactions contemplated by this Agreement.



  

	 	(g)	 No Suspension of Trading in or Delisting of Ordinary Shares. The Ordinary Shares are quoted for trading
on the Principal Market and all the Ordinary Shares issuable pursuant to such Advance Notice will be approved for trading on the Principal Market. The issuance of Ordinary Shares with respect to the applicable Advance Notice will not violate the
shareholder approval requirements of the Principal Market. The Company shall not have received any written notice that is then still pending threatening the continued quotation of the Ordinary Shares on the Principal Market. 



 

	 	(h)	 Authorized. There shall be a sufficient number of authorized but unissued and otherwise unreserved
Ordinary Shares for the issuance of all of the Shares issuable pursuant to such Advance Notice. 


  

	 	(i)	 Executed Advance Notice. The representations contained in the applicable Advance Notice shall be true
and correct in all material respects as of the applicable Condition Satisfaction Date. 


  

	 	(j)	 Consecutive Advance Notices. Except with respect to the first Advance Notice, the Company shall have
delivered all Shares relating to all prior Advances, and at least 5 Trading Days shall have elapsed from the immediately preceding Advance Date. 



Article VIII. 
 Non
Exclusive Agreement 
 Notwithstanding anything contained herein, this Agreement and the rights awarded to the Investor hereunder are non-exclusive, and the Company may, at any time throughout the term of this Agreement and thereafter, issue and allot, or undertake to issue and allot, any shares and/or securities and/or convertible notes, bonds,
debentures, options to acquire shares or other securities and/or other facilities which may be converted into or replaced by Ordinary Shares or other securities of the Company, and to extend, renew and/or recycle any bonds and/or debentures, and/or
grant any rights with respect to its existing and/or future share capital. 

  
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 Article IX. 

Choice of Law/Jurisdiction 

This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to the principles of
conflict of laws. The parties further agree that any action between them shall be heard in New York County, New York, and expressly consent to the jurisdiction and venue of the Supreme Court of New York, sitting in New York County, New York and the
United States District Court of the Southern District of New York, sitting in New York, New York, for the adjudication of any civil action asserted pursuant to this Agreement. 

Article X. Trust Waiver 
 The Investor
agrees that, in connection with OACB’s initial public offering of securities, OACB deposited a substantial part of the proceeds of the offering, and the proceeds from a private placement of warrants, into a trust account (the “Trust
Account”). The Company and OACB have entered into an agreement to consummate the Business Combination. The funds in the Trust Account will be distributed (subject to certain shareholder claims) upon consummation of a business combination and
can be used to complete the business combination or for such purposes as the Company determines following the business combination. The Investor acknowledges and agrees that under no circumstance shall the Investor have any right, title or interest
in or to any of the funds in the Trust Account for claims under this Agreement. The Investor hereby irrevocably waives any claim that it might have under this Agreement to funds in the Trust Account, at law or in equity, and agrees not to make any
such claim. For this purpose, a “Business Combination Distribution” means a distribution from the Trust Account in connection with the consummation of a business combination. 

Article XI. Termination 

Section 11.01 Termination. 
  

	 	(a)	 Unless earlier terminated as provided hereunder, this Agreement shall terminate automatically on the earliest
of (i) the first day of the month next following the 36-month anniversary of the date hereof, (ii) the date on which the Investor shall have made payment of Advances pursuant to this Agreement for
Ordinary Shares equal to the Commitment Amount or (iii) should the parties thereto not consummate the Business Combination prior to June 30, 2022. 


  

	 	(b)	 The Company may terminate this Agreement effective upon five Trading Days’ prior written notice to the
Investor; provided that (i) there are no outstanding Advance Notices, the Ordinary Shares under which have yet to be issued, and (ii) the Company has paid all amounts owed to the Investor pursuant to this Agreement. This Agreement may be
terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent.     



 

	 	(c)	 Nothing in this Section 11.01 shall be deemed to release the Company or the Investor from any liability
for any breach under this Agreement, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under this Agreement. The indemnification provisions contained in Article V and the
Trust Waiver provisions contained in Article X shall survive termination hereunder. 



  
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 Article XII. Notices 

Other than with respect to Advance Notices, which must be in writing and will be deemed delivered on the day set forth in
Section 2.01(b), any notices, consents, waivers, or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered (i) upon receipt, when delivered
personally; (ii) upon receipt, when sent by facsimile or e-mail if sent on a Trading Day, or, if not sent on a Trading Day, on the immediately following Trading Day; (iii) 5 days after being sent by U.S.
certified mail, return receipt requested, (iv) 1 day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications
(except for Advance Notices which shall be delivered in accordance with Exhibit A hereof) shall be: 
  

			
	If to the Company, to:	  	 Alvotech S.A.S
 9, rue de Bitbourg

L-1273 Luxembourg
 Grand
Duchy of Luxembourg

		
		  	 Attention: Robert Wessman
 Danny Major

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

		
	 With a copy to (which shall not
 constitute
notice or delivery of process) to:
	  	
		  	 Cooley (UK) LLP
 22 Bishopsgate

London EC2N 4BQ, UK
 Attention: Michal Berkner

Email: [***]

		
	If to the Investor(s):	  	 YA II PN, Ltd.
 1012 Springfield Avenue

Mountainside, NJ 07092

		  	Attention:     Mark Angelo
		  	 Portfolio Manager

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


  
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	 With a Copy (which shall not
 constitute notice
or delivery of process) to:
	  	 David Fine, Esq.
 1012 Springfield Avenue

Mountainside, NJ 07092

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

 Either may change its information contained in this Article XII by delivering notice to the other party as set forth herein.

 Article XIII. Miscellaneous 

Section 13.01 Counterparts. This Agreement may be executed in identical counterparts, both which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party. Facsimile or other electronically scanned and delivered signatures, including by e-mail attachment,
shall be deemed originals for all purposes of this Agreement. 
 Section 13.02 Entire Agreement; Amendments. This Agreement supersedes all other
prior oral or written agreements between the Investor, the Company, their respective affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement contains the entire understanding of the parties with
respect to the matters covered herein and, except as specifically set forth herein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be
waived or amended other than by an instrument in writing signed by the parties to this Agreement. 
 Section 13.03 Reporting Entity for the Ordinary
Shares. The reporting entity relied upon for the determination of the trading price or trading volume of the Ordinary Shares on any given Trading Day for the purposes of this Agreement shall be Bloomberg, L.P. or any successor thereto. The
written mutual consent of the Investor and the Company shall be required to employ any other reporting entity. 
 Section 13.04 Commitment and
Structuring Fees. Each of the parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated
hereby, except that the Company shall, upon the closing of the Business Combination, pay to YA Global II SPV, LLC, a subsidiary of the Investor, (i) a structuring fee in the amount of $10,000 and (ii) a commitment fee in the amount of
$750,000. 
 Section 13.05 Brokerage. Each of the parties hereto represents that it has had no dealings in connection with this transaction with
any finder or broker who will demand payment of any fee or commission from the other party. The Company on the one hand, and the Investor, on the other hand, agree to indemnify the other against and hold the other harmless from any and all
liabilities to any person claiming brokerage commissions or finder’s fees on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby. 


  
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 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Standby Equity Purchase
Agreement to be executed by the undersigned, thereunto duly authorized, as of the date first set forth above. 
  

	
	COMPANY:
	ALVOTECH S.A.S.
	
	By: /s/ Danny
Major                                        
            
	Name: Danny Major
	Title: Authorized Signatory
	
	INVESTOR:
	YA II PN, LTD.
	
	By:     Yorkville Advisors Global, LP
	Its:     Investment Manager


  

			
	 

          
	 	 By: Yorkville Advisors Global II, LLC
 Its:
General Partner

		
		 	By: /s/ Matt
Beckman                                      
		 	Name: Matt Beckman
		 	Title: Member


  

  
 - 33 - 













 EXHIBIT A 

ADVANCE NOTICE 
 ALVOTECH

 société anonyme 

Registered office: 9, rue de Bitbourg, L-1273 Luxembourg 

RCS Luxembourg: B258884 
 Dated:
______________                                       
                                         
                        Advance Notice Number: ____ 

The undersigned, _______________________, hereby certifies, with respect to the issuance of Ordinary Shares of ALVOTECH S.A. (the
“Company”) issuable in connection with this Advance Notice, delivered pursuant to that certain Standby Equity Purchase Agreement, dated as of [____________] (the “Agreement”), as follows (with capitalized terms used
herein without definition having the same meanings as given to them in the Agreement): 
 1. The undersigned is the duly elected
______________ of the Company. 
 2. There are no fundamental changes to the information set forth in the Registration Statement which would
require the Company to file a post-effective amendment to the Registration Statement. 
 3. The Company has performed in all material
respects all covenants and agreements to be performed by the Company contained in this Agreement on or prior to the Advance Notice Date. All conditions to the delivery of this Advance Notice are satisfied as of the date hereof. 

4. The amount of the Advance the Company is requesting is _____________________. 

5. The Minimum Acceptable Price with respect to this Advance Notice is _________ (if left blank then no Minimum Acceptable Price will be
applicable to this Advance). 
 6. The number of Ordinary Shares of the Company outstanding as of the date hereof is ___________. 

7. The Pricing period shall be: 

    [___] a one-day pricing period 

    [___] a three-day pricing period. 

The undersigned has executed this Advance Notice as of the date first set forth above. 

 

			
	ALVOTECH S.A.
		
	By:	 	  

	Title:	 	  















 EXHIBIT B 

FORM OF SETTLEMENT DOCUMENT 
 VIA
EMAIL (pdf) 
 YA II PN, Ltd. 
 1012 Springfield Avenue

 Mountainside, NJ 07092 
 To: 

ALVOTECH S.A. 
 Registered office: 9, rue de Bitbourg, L-1273 Luxembourg 
 RCS Luxembourg: B258884 

Attn: 
 Email: 

 

					
		  	Below please find the settlement information with respect to the Advance Notice Date of:	  	                
			
	1.	  	Advance requested in the Advance Notice	  	
			
	2.	  	Minimum Acceptable Price for this Advance (if any)	  	
			
	3.	  	Number of Excluded Days (if any)	  	
			
	4.	  	Adjusted Advance Amount (after taking into account any adjustments pursuant to Section 2.01):	  	
			
	5.	  	Market Price	  	
			
	6.	  	Subscription Price (Market Price x 98%) per share	  	
			
	7.	  	Number of Shares due to be issued to Investor	  	
		
	If there were any Excluded Days then add the following (see Section 2.01(d)): 	  	
			
	8.	  	Number of Additional Shares to be issued to Investor	  	
			
	9.	  	Additional amount to be paid to the Company by the Investor (Additional Shares in number 8 x Minimum Acceptable Price)	  	
			
	10.	  	Total Amount to be paid to Company (Subscription Price in number 6 + Additional amount in number 9):	  	
			
	11.	  	Total Shares to be issued to Investor (Shares due to Investor in number 7 + Additional Shares in number 8):	  	

 Please issue the number of Shares due to the Investor, for which we hereby confirm the subscription at the













 conditions set out above, to the account of the Investor as follows: 

INVESTOR’S DTC PARTICIPANT #: 
 ACCOUNT
NAME:  
 ACCOUNT NUMBER: 
 ADDRESS:

 CITY: 

COUNTRY:                 

CONTACT PERSON: 
 NUMBER AND/OR EMAIL: 

 

	
	Sincerely,
	
	YA II PN, LTD.


  

	
	Agreed and approved By ALVOTECH S.A.:
	
	  

	Name:
	Title: