Finance Contract, dated December 19, 2024, by and between the Borrower and EIB

Contract number (FI No): 97869

Serapis No: 2024-0179

EIB Internal Classification Level –

Corporate Use

WHEREAS:

ARTICLE 1

1.1

INTERPRETATION

1.2

CALCULATIONS OF BASKETS, ETC.

1.3

DEFINITIONS

ARTICLE 2

2.1

AMOUNT OF CREDIT

2.2

DISBURSEMENT PROCEDURE

2.2.1

TRANCHES

2.2.2

DISBURSEMENT OFFER

2.2.3

DISBURSEMENT ACCEPTANCE

2.3

DISBURSEMENT ACCOUNT

2.4

CURRENCY OF DISBURSEMENT

2.5

CONDITIONS OF DISBURSEMENT

2.5.1

INITIAL DOCUMENTARY CONDITIONS PRECEDENT

2.5.2

ALL TRANCHES - DOCUMENTARY CONDITIONS PRECEDENT

2.5.3

ALL TRANCHES – OTHER CONDITIONS

2.5.4

TRANCHE A – ADDITIONAL CONDITIONS PRECEDENT

2.5.5

TRANCHE B – ADDITIONAL CONDITIONS PRECEDENT

2.5.6

TRANCHE C – ADDITIONAL CONDITIONS PRECEDENT

2.6

CANCELLATION

2.7

FEE FOR CANCELLATION OF AN ACCEPTED TRANCHE

2.8

CANCELLATION AFTER EXPIRY OF THE CREDIT

2.9

DROP DEAD FEES

2.10

SUMS DUE UNDER ARTICLE 2

ARTICLE 3

3.1

AMOUNT OF LOAN

3.2

CURRENCY OF REPAYMENT, INTEREST AND OTHER CHARGES

ARTICLE 4

4.1

PAYMENT IN KIND (PIK) INTEREST

4.2

WARRANTS

4.3

INTEREST ON OVERDUE SUMS

ARTICLE 5

5.1

SINGLE INSTALMENT

5.2

VOLUNTARY PREPAYMENT

5.2.1

PREPAYMENT OPTION

5.2.2

PREPAYMENT FEE

5.2.3

PREPAYMENT MECHANICS

5.3

COMPULSORY PREPAYMENT AND CANCELLATION

5.3.1

INVESTMENT COST REDUCTION EVENT

5.3.2

CHANGE EVENTS

5.3.3

ILLEGALITY EVENT

5.3.4

VOLUNTARY NON-EIB PREPAYMENT EVENT

5.3.5

DISPOSALS

5.3.6

PREPAYMENT FEE

5.3.7

PREPAYMENT MECHANICS

5.4

GENERAL

ARTICLE 6

6.1

DAY COUNT CONVENTION

6.2

TIME AND PLACE OF PAYMENT

6.3

NO SET-OFF BY THE BORROWER

6.4

DISRUPTION TO PAYMENT SYSTEMS

6.5

APPLICATION OF SUMS RECEIVED

6.5.1

GENERAL

6.5.2

PARTIAL PAYMENTS

6.5.3

ALLOCATION OF SUMS RELATED TO TRANCHES

ARTICLE 7

7.1

REPRESENTATIONS AND WARRANTIES

7.2

UNDERTAKINGS

ARTICLE 8

8.1

TAXES, DUTIES AND FEES

8.2

OTHER CHARGES

8.3

INCREASED COSTS, INDEMNITY AND SET-OFF

ARTICLE 9

9.1

RIGHT TO DEMAND REPAYMENT

9.2

OTHER RIGHTS AT LAW

9.3

PREPAYMENT FEE

9.4

NON-WAIVER

9.5

AUTOMATIC ACCELERATION

ARTICLE 10

10.1

GOVERNING LAW

10.2

JURISDICTION

10.3

PLACE OF PERFORMANCE

10.4

EVIDENCE OF SUMS DUE

10.5

ENTIRE AGREEMENT

10.6

INVALIDITY

10.7

AMENDMENTS

10.8

COUNTERPARTS

10.9

ASSIGNMENT AND TRANSFER BY THE BANK

10.10

NO MNPI OR PROHIBITED DISCLOSURES

ARTICLE 11

11.1

NOTICES

11.1.1

FORM OF NOTICE

11.1.2

ADDRESSES

11.1.3

DEMAND AFTER NOTICE TO REMEDY

11.2

US PATRIOT ACT

11.3

ENGLISH LANGUAGE

SCHEDULE A

INVESTMENT SPECIFICATION AND REPORTING

INVESTMENT INFORMATION TO BE SENT TO THE BANK AND METHOD OF TRANSMISSION

SCHEDULE B

DEFINITION OF EURIBOR

SCHEDULE C

FORM OF DISBURSEMENT OFFER/ACCEPTANCE

SCHEDULE D

FORM OF DRAWDOWN CERTIFICATE

SCHEDULE E

FORM OF COMPLIANCE CERTIFICATE

SCHEDULE F

INITIAL DOCUMENTARY CONDITIONS PRECEDENT

SCHEDULE G

REPRESENTATIONS AND WARRANTIES

SCHEDULE H

GENERAL UNDERTAKINGS

SCHEDULE I

INFORMATION AND VISITS

SCHEDULE J

POSITIVE PHASE II STUDY

the European Investment Bank having its seat at 100 blvd Konrad Adenauer, Luxembourg, L-2950 Luxembourg, represented by Maria-Teresa Massaad and Yu Zhang

of the first part, and

IO Biotech ApS (company number 36474483) a private limited liability company incorporated in Denmark, having its registered office at C/O COBIS Ole Maaløes Vej 3, 2200 København N represented by Mai-Britt Zocca

The Borrower has stated that it is undertaking a research and development project relating to an innovative immunotherapeutic cancer vaccine to treat melanoma as more particularly described in the technical description (the “Technical Description”) set out in Schedule A (Investment Specification and Reporting) (the “Investment”). The total cost of the Investment, as estimated by the Bank, is EUR 100,000,000.00 (one hundred million euro).

The Bank, considering that the financing of the Investment falls within the scope of its functions, agreed to provide the Borrower with a credit in an amount of EUR 37,500,000.00 (thirty-seven million five hundred thousand euro) under this Finance Contract (the “Contract”) to finance the Investment; provided that the amount of the loan hereunder and any loan provided by another implementing partner under the InvestEU Fund (as defined below) shall not, in any case, together exceed 50% (fifty per cent.) of the total cost of the Investment.

The Borrower is a subsidiary of IO Biotech, Inc. (file no. 5924808), a company incorporated in Delaware, having its registered office at 430 E 29th St., Suite 940, New York, NY 10016 and publicly listed on the NASDAQ stock exchange (NASDAQ: IOBT) (the “Parent”).

The Parent has further agreed to grant the Bank certain rights to purchase shares of the common stock of Parent pursuant to the Warrant Agreements (as defined below) in the Parent as remuneration for the Loan (as defined below) and in accordance with the terms of a Warrant Issuance Agreement (as defined below) and to take all actions available to it and its corporate bodies (including passing all necessary corporate resolutions) to enable the Parent to grant such rights and to execute such Warrant Agreements as set out in the Warrant Issuance Agreement.

On or around the date of this Contract, the Parties have entered into a side letter to reflect their non-binding commercial understanding that, subject to the Bank’s credit approval and to agreement on terms, the Bank will consider a subsequent request by the Borrower to provide additional funding to the Investment or other project investment costs acceptable to the Bank in an amount to be agreed but not exceeding EUR 20,000,000 (twenty million euro).

This operation benefits from support from the European Union under the InvestEU Fund.

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

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

The processing of personal data shall be carried out by the Bank in accordance with applicable EU Law on the protection of individuals with regard to the processing of personal data by the European Union institutions and bodies and on the free movement of such data. For the purposes of the GDPR (as defined below) and Regulation (EU) 2018/1725, the Parties acknowledge their mutual understanding that each Party will act as an independent controller, and not a processor on behalf of or joint controller with the other Party, when processing personal data in connection with this Contract.

The Bank supports the implementation of international and European Union standards in the field of anti-money laundering and countering the financing of terrorism and promotes tax good governance standards. It has established policies and procedures to avoid the risk of misuse of its funds for purposes which are illegal or abusive in relation to applicable laws. The Bank’s group statement on tax fraud, tax evasion, tax avoidance, aggressive tax planning, money laundering and financing of terrorism is available on the Bank’s website and offers further guidance to the Bank’s contracting counterparties.

Interpretation

references to “Articles”, “Recitals”, “Schedules” and “(Sub-)Paragraphs” are, save if explicitly stipulated otherwise, references respectively to articles of, and recitals, schedules and (sub-)paragraphs of schedules to, this Contract. All Recitals and Schedules form part of this Contract;

references to “law” or “laws” mean:

any applicable law and any applicable treaty, constitution, statute, legislation, decree, normative act, rule, regulation, judgement, order, writ, injunction, determination, award or other legislative or administrative measure or judicial or arbitral decision in any jurisdiction which is binding or applicable case law; and

EU Law;

references to “applicable law”, “applicable laws” or “applicable jurisdiction” mean:

a law or jurisdiction applicable to the Borrower and/or any other Obligor (as the context requires), its rights and/or obligations (in each case arising out of or in connection with the Finance Documents), its capacity and/or assets and/or the Investment; and/or, as applicable;

a law or jurisdiction (including in each case the Bank’s Statute) applicable to the Bank, its rights, obligations, capacity and/or assets;

references to a provision of law or a treaty are references to that provision as amended, supplemented, restated or re-enacted;

references to any Finance Document or other agreement or instrument are references to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

words and expressions in plural shall include singular and vice versa;

a Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been waived;

terms defined in the GDPR (as defined below), including the terms “controller”, “data subject”, “personal data”, “processing” and “processor”, have the same meanings when used in Recital (I) to, or Paragraph 25 (Data Protection) of Schedule H (General Undertakings) of, this Contract;

references to “month” mean a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that and subject to the definition of Payment Date, Article 6.1 (Day count convention) and Schedule B (Definition of EURIBOR) and unless provided otherwise in this Contract:

if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; and

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

a reference in this Contract to a page or screen of an information service displaying a rate shall include:

any replacement page of that information service which displays that rate; and

the appropriate page of such other information service which displays that rate from time to time in place of that information service,

Calculations of baskets, etc.

Definitions

involves entities located or established in one or more Member State(s); and

extends to one or more third countries, including acceding States, candidate countries and potential candidates, countries falling within the scope of the European Neighbourhood Policy, the European Economic Area or the European Free Trade Area, to an overseas country or territory linked to a Member State as set out in Annex II to the TFEU (OCT).

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

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

performing its payment obligations under this Contract; or

communicating with the other Party in accordance with the terms of this Contract,

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

not including any accrued interest owing to any Group Company;

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

before taking into account any Exceptional Items;

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

plus or minus the Group’s share of the profits or losses (after finance costs and tax) of entities which are not Group Companies;

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

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

a Member State or an overseas country or territory linked to a Member State as set out in Annex II to the TFEU (OCT);

Norway and Iceland;

a third country to which the Contract extends in case of Cross-border Projects; or

another third country, where necessary for the financing of a project in a country or territory referred to in points (a), (b) or (c) above.

fauna and flora, living organisms including the ecological systems;

land, soil, water (including marine and coastal waters), air, climate and the landscape (natural or man-made structures, whether above or below ground);

cultural heritage (natural, tangible and intangible);

the built environment; and

human health and wellbeing.

EU Law, including principles and standards;

Danish national laws; and

applicable international treaties,

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

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

disposals of assets associated with discontinued operations; and

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

Sections 1471 to 1474 of the Code or any associated regulations;

any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the United States and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

for Tranche A, the day falling 6 (six) months after the date of this Contract;

for Tranche B, the day falling 24 (twenty-four) months after the date of this Contract; and

for Tranche C, the day falling 36 (thirty-six) months after the date of this Contract.

this Contract;

any Guarantee Agreement;

the Warrant Issuance Agreement;

any Warrant Agreement;

the Registration Rights Agreement;

the Fee Letter; and

any other document designated a “Finance Document” by the Borrower and the Bank.

the Parent;

IOB US; and

each Material Subsidiary (and any other Group Company, as the case may be) which enters into a Guarantee Agreement, including in accordance with sub-paragraph (b) of Paragraph 16 (Guarantees) of Schedule H (General Undertakings), allowing the Borrower to fulfil its undertaking under Paragraph 29 (Obligors’ revenues, assets and EBITDA threshold) of Schedule H (General Undertakings).

obligations for borrowed money;

indebtedness under any acceptance credit;

indebtedness under any bond, debenture, note or similar instrument;

instrument under any bill of exchange;

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

indebtedness under any Finance Lease;

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

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

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

indebtedness arising under a securitisation; or

other transaction which has the commercial effect of borrowing.

the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganization and other laws generally affecting the rights of creditors;

the time barring of claims under statutes of limitation, and defences of set-off or counterclaim under mandatory law of any relevant jurisdiction;

similar principles, rights and defences under the mandatory laws of any relevant jurisdiction; and

any other matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinion delivered to the Bank under or in connection with the Finance Documents.

the Authorised Signatories, accompanied by evidence of signing authority of the persons named on the list and specifying if they have individual or joint signing authority;

the specimen signatures of such persons;

the bank account(s) to which disbursements may be made under this Contract (specified by IBAN code if the country is included in the IBAN Registry published by SWIFT, or in the appropriate account format in line with the local banking practice), BIC/SWIFT code of the bank and the name of the bank account(s) beneficiary, together with evidence that such account(s) have been opened in the name of the beneficiary; and

the bank account(s) from which payments under this Contract will be made by the Borrower (specified by IBAN code if the country is included in the IBAN Registry published by SWIFT, or in the appropriate account format in line with the local banking practice), BIC/SWIFT code of the bank and the name of the bank account(s) beneficiary, together with evidence that such account(s) have been opened in the name of the beneficiary.

the ability of any Obligor to perform its payment or other material obligations under the Finance Documents;

the business, operations or property of any Obligor (other than IOB US provided that it is not a Material Subsidiary) or the Group as a whole; or

subject to the Legal Reservations, the legality, validity or enforceability of, or the effectiveness or ranking of, any Security granted to the Bank, or the rights or remedies of the Bank under the Finance Documents.

if the press release is issued prior to the market opening on a Trading Day, during the course of such Trading Day; or

if the press release is issued during market opening hours on a Trading Day or after market close on a Trading Day, during the course of the subsequent Trading Day.

the consolidated gross revenues of the Group;

the Total Assets; or

the consolidated EBITDA of the Group,

a fee of 5% (five hundred basis points) of the Prepayment Amount if the Prepayment Date is after the relevant Disbursement Date but before or on the first anniversary of such Disbursement Date;

a fee of 3% (three hundred basis points) of the Prepayment Amount if the Prepayment Date is after the first anniversary of the relevant Disbursement Date but before or on the second anniversary of such Disbursement Date;

a fee of 2% (two hundred basis points) of the Prepayment Amount if the Prepayment Date is after the second anniversary of the relevant Disbursement Date but before or on the third anniversary of such Disbursement Date; or

a fee of 1% (one hundred basis points) of the Prepayment Amount if the Prepayment Date is after the third anniversary of the relevant Disbursement Date but before or on the fourth anniversary of such Disbursement Date,

the United Nations, including, inter alia, the United Nations Security Council;

the European Union, including, inter alia, the Council of the European Union and the European Commission, and any other competent bodies/institutions or agencies of the European Union;

the government of the United States of America, and any department, division, agency, or office thereof, including, inter alia, the Office of Foreign Asset Control (OFAC) of the United States Department of the Treasury, the United States Department of State and/or the United States Department of Commerce; and

the government of the United Kingdom, and any department, division, agency, office or authority, including, inter alia, the Office of Financial Sanctions Implementation of His Majesty’s Treasury and the Department for International Trade of the United Kingdom.

labour and working conditions;

occupational health and safety;

rights and interests of vulnerable groups;

rights and interests of indigenous peoples;

gender equality;

public health, safety and security;

avoidance of forced evictions and alleviation of hardship arising from involuntary resettlement; and

stakeholder engagement.

Amount of Credit

Disbursement procedure

Tranches

Tranche A, in an amount of EUR 10,000,000 (ten million euro);

Tranche B, in an amount of EUR 12,500,000 (twelve million five hundred thousand euro); and

Tranche C, in an amount of EUR 15,000,000 (fifteen million euro).

Disbursement Offer

the amount of the Tranche;

the Disbursement Date, which shall be a Relevant Business Day, falling at least 6 (six) Business Days after the date of the Disbursement Acceptance and on or before the Final Availability Date;

the interest rate basis of the Tranche, namely:

the PIK Interest Rate applicable to such Tranche and

the Payment Dates and interest periods;

the Maturity Date;

the Disbursement Acceptance Deadline; and

the relevant number of shares of common stock of the Parent issuable pursuant to the terms of the Warrant Agreement applicable to such Tranche.

Disbursement Acceptance

The Borrower may accept a Disbursement Offer by delivering a Disbursement Acceptance to the Bank no later than the Disbursement Acceptance Deadline, which shall in any case be at least 6 (six) Business Days before the Disbursement Date. The Disbursement Acceptance shall be signed by an Authorised Signatory with individual representation rights or 2 (two) or more Authorised Signatories with joint representation right and shall specify the Disbursement Account to which disbursement of the Tranche should be made in accordance with Article 2.3 (Disbursement Account).

If a Disbursement Offer is duly accepted by the Borrower in accordance with its terms on or before the Disbursement Acceptance Deadline, and provided the conditions in Article 2.5.3 (All Tranches – Other Conditions) are met, the Bank shall make the Accepted Tranche available to the Borrower in accordance with the relevant Disbursement Offer and subject to the terms and conditions of this Contract.

The Borrower shall be deemed to have refused any Disbursement Offer which has not been duly accepted in accordance with its terms on or before the Disbursement Acceptance Deadline, in which case the Tranche shall not be made available to the Borrower by the Bank, and the Credit shall not be affected.

The Bank may rely on the information set out in the most recent List of Authorised Signatories and Accounts provided to the Bank by the Borrower. If a Disbursement Acceptance is signed by a person defined as Authorised Signatory under the most recent List of Authorised Signatories and Accounts provided to the Bank by the Borrower, the Bank may assume that such person has the power to sign and deliver in the name and on behalf of the Borrower such Disbursement Acceptance.

Disbursement Account

Disbursement shall be made to the Disbursement Account specified in the relevant Disbursement Acceptance, provided that such Disbursement Account is acceptable to the Bank.

Only one Disbursement Account may be specified for each Tranche.

Currency of disbursement

Conditions of Disbursement

Initial Documentary Conditions Precedent

All Tranches - Documentary Conditions Precedent

a certificate from the Borrower in the form of Schedule D (Form of Drawdown Certificate), signed by an Authorised Signatory(ies) and dated no earlier than the date falling 14 (fourteen) Business Days before the Disbursement Date;

evidence of the Borrower’s solvency position on the basis of an up-to-date transcript from the Danish Business Authority; and

evidence of any Guarantor’s solvency position in the form of a Guarantor’s solvency certificate in which the relevant Guarantor makes representation about its solvency and (if available in a given jurisdiction) attaches to it relevant evidence of such solvency status from competent public registers.

All Tranches – Other Conditions

the Repeating Representations are correct in all respects; and

no event or circumstance which constitutes or would with the passage of time or the giving of notice or the making of any determination under this Contract (or any combination of the foregoing) constitute:

an Event of Default; or

a Prepayment Event other than pursuant to Article 5.3.1 (Investment Cost Reduction Event),

Tranche A – Additional Conditions Precedent

Tranche B – Additional Conditions Precedent

the execution by the Parent and delivery to the Bank of the Tranche B Warrant Agreement in accordance with the Warrant Issuance Agreement; and

either:

evidence of positive phase III study in first line advanced melanoma study with IO102-IO103 on the full population of the study (i.e. documentation of having achieved statistical significance on PFS with a P value of 0.05 or lower with no degradation of OS trend in the treatment arm); or

evidence of positive phase II study in another indication (e.g. first line Metastatic solid tumors such as NSCLC, or SCCHN, or Neo-adjuvant / Adjuvant solid tumors in Melanoma or SCCHN) and as further set out in either one of Paragaphs 1 to 4 of Schedule J (Positive Phase II Study).

Tranche C – Additional Conditions Precedent

the execution by the Parent and delivery to the Bank of the Tranche C Warrant Agreement in accordance with the Warrant Issuance Agreement;

evidence that at least USD 50,000,000 in cash has been injected into or received by the Parent after the date of this Contract through the issuance of new shares in the Parent or through payments to the Parent or the Borrower from partnerships; and

evidence that the Borrower has:

submitted regulatory application for marketing approval in the United States or the European Union based on positive phase III study in first line advanced melanoma study IO102-IO103 either based on interim analysis for accelerated approval in the United States or based on the full population of the study for standard approval in the United States or the European Union; or

submitted a regulatory application for market authorisation for earlier lines of melanoma treatment (i.e. neoadjuvant or adjuvant setting) in the United States or the European Union.

Cancellation

The Borrower may send a written notice to the Bank requesting a cancellation of the undisbursed Credit or a portion thereof. In its written notice the Borrower:

must specify whether the Credit shall be cancelled in whole or in part and, if in part, the amount of the Credit to be cancelled; and

must not request any cancellation of an Accepted Tranche which has a Disbursement Date falling within 5 (five) Business Days of the date of such written notice.

No part of Tranche A or Tranche B may be cancelled pursuant to sub-paragraph (a) above unless no part of Tranche C is available for disbursement under this Contract and no part of Tranche A may be cancelled pursuant to sub-paragraph (a) above unless no part of Tranche B and Tranche C is available for disbursement under this Contract.

At any time upon the occurrence of the following events, the Bank may notify the Borrower in writing that the undisbursed portion of the Credit shall be cancelled in whole or in part:

a Prepayment Event, which for the avoidance of doubt and only in case of an event pursuant to Article 5.3.1 (Investment Cost Reduction Event) or 5.3.4 (Voluntary Non-EIB Prepayment Event), by an amount equal to the amount by which it is entitled to cancel the Credit;

an Event of Default; or

an event or circumstance which would, with the passage of time or the giving of notice or the making of any determination under this Contract (or any combination of the foregoing) constitute a Prepayment Event other than pursuant to Article 5.3.1 (Investment Cost Reduction Event) or an Event of Default.

Fee for cancellation of an Accepted Tranche

If pursuant to sub-paragraph (a) of Article 2.6 (Cancellation) the Borrower cancels an Accepted Tranche, the Borrower shall pay to the Bank the Cancellation Fee.

If pursuant to sub-paragraph (c) of Article 2.6 (Cancellation) the Bank cancels all or part of an Accepted Tranche, the Borrower shall pay to the Bank the Cancellation Fee.

If an Accepted Tranche is not disbursed on the Disbursement Date because the conditions precedent set out in Article 2.5.3 (All Tranches – Other Conditions) are not satisfied on such date, such Tranche shall be cancelled and the Borrower shall pay to the Bank the relevant Cancellation Fee.

Cancellation after expiry of the Credit

Drop Dead Fees

If no disbursement of Tranche A has been made within 6 (six) months from the date of this Contract or in case the Credit is cancelled in full under Article 2.6 (Cancellation) prior to the expiry of such term, the Borrower shall pay to the Bank a one-off contractual fee equal to 1% (one hundred basis points) of Tranche A.

If no disbursement of Tranche B has been made on the Final Availability Date and provided that that the technical condition precedent applicable to Tranche B set out in sub-paragraph (b) of Article 2.5.5 (Tranche B – Additional Conditions Precedent) has been satisfied, the Borrower shall pay to the Bank a one-off contractual fee equal to 1% (one hundred basis points) of Tranche B.

If no disbursement of Tranche C has been made on the Final Availability Date and provided that that the conditions precedent applicable to Tranche C set out in sub-paragraphs (b) and (c) of Article 2.5.6 (Tranche C—Additional Conditions Precedent) have been satisfied, the Borrower shall pay to the Bank a one-off contractual fee equal to 1% (one hundred basis points) of Tranche C.

In case of cancellation of Tranche B and/or Tranche C under paragraph (a) of Article 2.6 (Cancellation) on or prior to the Final Availability Date, the Borrower shall pay to the Bank a one-off contractual fee equal to 1% (one hundred basis points) of the cancelled amount.

The fees payable under this Article 2.9 (Drop Dead Fees) (the “Drop Dead Fees”) shall be payable by the Borrower to the Bank in EUR within 15 (fifteen) days of the Borrower’s receipt of the Bank’s demand or within any longer period specified in the Bank’s demand.

For the avoidance of doubt, the Drop Dead Fees payable under this Article 2.9 (Drop Dead Fees) are independent of any other fees stipulated in this Contract.

Sums due under Article 2

Amount of Loan

Currency of repayment, interest and other charges

The Borrower shall pay interest, principal and other charges payable in respect of each Tranche in EUR.

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

Payment in Kind (PIK) Interest

Warrants

Interest on overdue sums

for overdue sums related to each Tranche, the higher of:

the applicable PIK Interest Rate plus 2% (two hundred basis points); or

EURIBOR plus 2% (two hundred basis points); or

for overdue sums other than under sub-paragraph (a) of Article 4.3 (Interest on overdue sums) above, EURIBOR plus 2% (two hundred basis points),

Single instalment

Voluntary prepayment

Prepayment option

Subject to Articles 5.2.2 (Prepayment Fee) and 5.4 (General), the Borrower may prepay all or part of any Tranche, together with accrued interest (including any interest under Article 4.1 (Payment in Kind (PIK) Interest)), any Prepayment Fee and indemnities if any and any amount due under any Finance Document in connection to such Tranche, upon giving a Prepayment Request with at least 30 (thirty) calendar days prior notice specifying:

the Prepayment Amount;

the Prepayment Date, which shall be a Payment Date; and

the Contract Number.

The Prepayment Request shall be irrevocable.

Prepayment Fee

Prepayment mechanics

Compulsory prepayment and cancellation

Investment Cost Reduction Event

The Borrower shall promptly inform the Bank if an Investment Cost Reduction Event has occurred or is likely to occur. At any time after the occurrence of an Investment Cost Reduction Event the Bank may, by notice to the Borrower, cancel the undisbursed portion of the Credit and/or demand prepayment of the Loan Outstanding, in either case, up to the amount by which the Credit exceeds the limits referred to in paragraph (b) below together with accrued interest and all other amounts accrued and outstanding under this Contract or any other Finance Document in relation to the proportion of the Loan Outstanding to be prepaid.

For the purpose of this Article, “Investment Cost Reduction Event” means that the total cost of the Investment at completion by the final date specified in the Technical Description falls below the figure stated in Recital (A) so that the amount of the Credit exceeds:

50% (fifty per cent.);

when aggregated with the amount of any other funds from the European Union made available for the Investment, 70% (seventy per cent.); or

when aggregated with the principal amount of any loan provided by another implementing partner under the InvestEU Fund to finance the Investment, 50% (fifty per cent.),

Change Events

a Change-of-Control Event has occurred; or

a Change-of-Law Event has occurred or is likely to occur.

Illegality Event

Upon becoming aware of an Illegality Event:

the Bank shall promptly notify the Borrower, and

the Bank may immediately (A) suspend or cancel the undisbursed portion of the Credit, and/or (B) demand prepayment of the Loan Outstanding, together with accrued interest and all other amounts accrued and outstanding under this Contract or any other Finance Document on the date indicated by the Bank in its notice to the Borrower.

For the purposes of this Article, “Illegality Event” means that it becomes unlawful in any applicable jurisdiction, or if it becomes contrary to any Sanctions, for the Bank to:

perform any of its obligations as contemplated in this Contract; or

fund or maintain the Loan.

Voluntary Non-EIB Prepayment Event

The Borrower shall promptly inform the Bank if a Voluntary Non-EIB Prepayment Event has occurred or is likely to occur. At any time after the occurrence of a Voluntary Non-EIB Prepayment Event the Bank may, by notice to the Borrower, cancel the undisbursed portion of the Credit and demand prepayment of the Loan Outstanding, together with accrued interest and all other amounts accrued and outstanding under this Contract or any other Finance Document in relation to the proportion of the Loan Outstanding to be prepaid.

The proportion of the Credit that the Bank may cancel and the proportion of the Loan Outstanding that the Bank may require to be prepaid shall be the same as the proportion that the prepaid amount of the Non-EIB Financing bears to the aggregate outstanding amount of all Non-EIB Financing.

Disposals

Prepayment Fee

Prepayment mechanics

General

A repaid or prepaid amount may not be reborrowed.

If the Borrower prepays a Tranche on a date other than a relevant Payment Date, under Article 5.2 (Voluntary prepayment), or if the Bank exceptionally accepts, solely upon the Bank’s discretion, a Prepayment Request with prior notice of less than 30 (thirty) calendar days, the Borrower shall pay to the Bank an administrative fee in such an amount as the Bank shall notify to the Borrower.

Day count convention

Time and place of payment

If neither this Contract nor the Bank’s demand specifies a due date, all sums other than sums of interest, indemnity and principal are payable within 15 (fifteen) days of the Borrower’s receipt of the Bank’s demand.

Each sum payable by the Borrower under this Contract shall be paid to the following account:

The Borrower shall provide the Contract Number as a reference for each payment made under this Contract.

Any disbursements by and payments to the Bank under this Contract shall be made using the Disbursement Account (for disbursements by the Bank) and the Payment Account (for payments to the Bank).

No set-off by the Borrower

Disruption to Payment Systems

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

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

the Bank shall not be liable for any damages, costs or losses whatsoever arising as a result of a Disruption Event or for taking or not taking any action pursuant to or in connection with this Article 6.4 (Disruption to Payment Systems).

Application of sums received

General

Partial payments

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

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

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

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

Allocation of sums related to Tranches

Representations and Warranties

The Borrower makes the representations and warranties set out in Schedule G (Representations and Warranties) to the Bank on the date of this Contract in respect of itself and, where applicable, the other Obligors.

The Repeating Representations are deemed to be made by the Borrower (in respect of itself and, where applicable, the other Obligors) on the date of each Disbursement Acceptance, each Disbursement Date and each Payment Date by reference to the facts and circumstances then existing.

Undertakings

Taxes, duties and fees

Other charges

Increased costs, indemnity and set-off

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

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

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

Right to demand repayment

any amount payable pursuant to any Finance Document is not paid on the due date at the place and in the currency in which it is expressed to be payable, unless:

its failure to pay is caused by an administrative or technical error or a Disruption Event; and

payment is made within 3 (three) Business Days of its due date;

any information or document given to the Bank by or on behalf of any Obligor or any representation, warranty or statement made or deemed to be made by the Borrower in, pursuant to or for the purposes of entering into any Finance Document or in connection with the negotiation or performance of any Finance Document is or proves to have been incorrect, incomplete or misleading in any material respect;

following any default of any Obligor in relation to any loan, or any obligation arising out of any financial transaction, other than the Loan:

such Obligor is required or is capable of being required to prepay, discharge, close out or terminate ahead of maturity such other loan or obligation; or

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

any Obligor is unable to pay its debts as they fall due, or suspends its debts, or makes or seeks to make a composition with its creditors (excluding the Bank) including a moratorium, or, by reason of financial difficulties, commences negotiations with one or more of its creditors (excluding the Bank) with a view to rescheduling any of its Indebtedness;

any of the following occurs: (i) the admission by any Obligor of its inability to pay its debts when and as they become due; (ii) the execution by any Obligor of a general assignment for the benefit of creditors; (iii) the filing by or against any Obligor of a petition in bankruptcy or any petition for relief under any bankruptcy, insolvency, or debtor’s relief law, or, in the case of any involuntary filing of a petition against any Obligor, the continuation of such petition without dismissal for a period of sixty (60) days or more; (iv) the appointment of a receiver or trustee to take possession of the property or assets of any Obligor; or (v) any other corporate action, legal proceedings or other procedure or step is taken in relation to the suspension of payments, a moratorium of any indebtedness, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) or an order is made or an effective resolution is passed for the winding up of any Obligor, or if any Obligor is declared insolvent or ceases or resolves to cease to carry on the whole or any substantial part of its business or activities or any situation similar to any of the above occurs under any applicable law, unless such action, proceeding or procedure is frivolous or vexatious and is discharged, stayed or dismissed within 30 (thirty) days of commencement;

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

any Obligor defaults in the performance of any obligation in respect of any other loan granted by the Bank or financial instrument entered into with the Bank;

any Obligor defaults in the performance of any obligation in respect of any other loan or financial instrument made to it from the resources of the Bank or the European Union;

any distress, execution, sequestration or other process is levied or enforced upon the property of any Obligor or any property forming part of the Investment and is not discharged or stayed within 30 (thirty) days;

a Material Adverse Change occurs, as compared with the position at the date of this Contract;

it is or becomes unlawful for any Obligor to perform any of its obligations under the Finance Documents, or any Finance Document is not effective in accordance with its terms or is alleged by any Obligor to be ineffective in accordance with its terms; or

any Obligor fails to comply with any other provision under the Finance Documents (including, without limitation, each of the undertakings in Schedule A (Investment Specification and Reporting), Schedule H (General Undertakings) and Schedule I (Information and Visits)), unless the non-compliance or circumstance giving rise to the non-compliance is capable of remedy and is remedied within 20 (twenty) Business Days from the earlier of the Borrower becoming aware of the non-compliance and a notice served by the Bank on the Borrower.

Other rights at law

Prepayment Fee

Non-Waiver

Automatic Acceleration

Governing Law

Jurisdiction

The courts Denmark (with the Copenhagen City Court (Københavns Byret) as the court of first instance) have exclusive jurisdiction to settle any dispute (a “Dispute”) arising out of or in connection with this Contract (including a dispute regarding the existence, validity or termination of this Contract or the consequences of its nullity).

The Parties agree that the courts of Denmark are the most appropriate and convenient courts to settle Disputes between them and, accordingly, that they will not argue to the contrary.

Place of performance

Evidence of sums due

Entire Agreement

Invalidity

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

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

Amendments

Counterparts

Assignment and transfer by the Bank

Subject to sub-paragraph (b) of this Article 10.9 (Assignment and transfer by the Bank), the consent of the Borrower is required for an assignment or transfer (by way of novation, sub-participation or otherwise) by the Bank of all or part of its rights, benefits or obligations under the Finance Documents, unless the assignment or transfer:

is to a Bank Affiliate; or

is made at a time when an Event of Default has occurred and is continuing; or

is made in respect of a sub-participation or securitisation (or similar transaction of broadly equivalent economic effect) where the Bank remains the lender of record of the Loan.

The consent of the Borrower to an assignment or transfer must not be unreasonably withheld or delayed. The Borrower will be deemed to have given its consent 5 (five) Business Days after the Bank has requested it unless consent is expressly refused by the Borrower within that time.

The Bank shall have the right to disclose all information relating to or concerning the Borrower, the Group, the Finance Documents and the Loan in connection with or in contemplation of any such assignment or transfer.

For the purpose of this Article 10.9 (Assignment and transfer by the Bank):

cast, or control the casting of, votes corresponding to more than 50% of the issued voting share capital of that entity; or

appoint or remove all, or the majority, of the directors or other equivalent officers of that entity; or

give directions with respect to the operating and financial policies of that entity with which the directors or other equivalent officers of such entity are obliged to comply,

No MNPI or prohibited disclosures

Notwithstanding anything set out in this Contract (including, but not limited to, in Schedule I (Information and Visits) and in Schedule Schedule H (General Undertakings)), no Group Company shall be required to submit any information to the Bank to the extent:

such information constitutes confidential information of a third party and disclosure is prohibited by agreement between that Group Company and such third party;

such information is not in that Group Company’s possession and is not reasonably obtainable; or

this would be contrary to applicable mandatory laws.

If considered necessary by the Bank and to the extent possible pursuant to applicable laws, the Parties shall cooperate or conclude separate arrangements in order to grant the Bank access to such information or documents that cannot otherwise be provided to the Bank pursuant to paragraph (a) above, specifically resulting from relevant provisions of other confidentiality agreements or relevant laws regulating access to such information or documents.

To the extent any information is disclosed to the Bank and such information constitutes, in the Borrower’s reasonable judgment, material non-public information (“MNPI”), the Borrower shall:

clearly designate the information as such and the Borrower shall provide notice to the Bank in advance of providing to the Bank any such MNPI;

only provide the Bank with such information and only to the persons that the Bank has disclosed to the Borrower as being authorised to receive such information;

label the information such that it is clear that the information qualifies as MNPI;

clearly designate the information and indicate the sections of the information provided to the Bank that qualify as “MNPI”;

clearly indicate the basis on which the information is being disclosed to the Bank and confirm that the information has not been unlawfully disclosed; and

provide the Bank with information as to the time at which the Borrower expects such information will no longer be classified as MNPI.

To the extent that the Borrower discloses information to the Bank and does not believe such information constitutes MNPI and the Bank disagrees with the Borrower’s determination, the Bank may submit a request for information reasonably required to understand the rationale behind the Borrower’s determination and the Borrower will provide such information within two (2) Business Days following the Bank’s request for information.

Without prejudice to the other rights of the Bank set forth in the Finance Documents, the Bank may at any time deliver written notice (an “Opt-out Notice”) to the Borrower requesting that the Bank not receive materials designated as containing MNPI; provided however that such Opt-out Notice may be subsequently revoked by the Bank at any time. Following receipt of an Opt-Out Notice from the Bank (unless subsequently revoked):

the Borrower shall not deliver, and shall procure that no other Group Company delivers, any MNPI to the Bank, except as required by applicable law; and

for the avoidance of doubt, the Borrower shall not be required to deliver any MNPI to the Bank notwithstanding the provisions of this Contract.

To the extent that the Bank does receive MNPI in accordance with this Contract, the Bank will:

take all reasonable steps to hold in trust and confidence such MNPI and not use such MNPI for any purpose other than to evaluate its rights under the Finance Documents (the “Purpose”);

not disclose such MNPI, except to its Affiliates and its and their employees, consultants, contractors, subcontractors and agents who:

require access to such MNPI for the Purpose; and

have been informed of the limitations on use and disclosure of such MNPI created by this Contract;

maintain the confidentiality of the MNPI with at least the same degree of care as it maintains the confidentiality of its own confidential information, and in any event, at least a reasonable standard of care; and

process any personal data contained in MNPI solely in accordance with applicable data protection legislation.

Notices

Form of notice

Any notice or other communication given under this Contract must be in writing and, unless otherwise stated, may be made by letter or electronic mail.

Notices and other communications for which fixed periods are laid down in this Contract or which themselves fix periods binding on the addressee, may be made by hand delivery, registered letter or by electronic mail. Such notices and communications shall be deemed to have been received by the other Party:

on the date of delivery in relation to a hand-delivered or registered letter; or

in the case of any electronic mail, only when such electronic mail is actually received in readable form and only if it is addressed in such a manner as the other Party shall specify for this purpose.

Any notice provided by the Borrower to the Bank by electronic mail shall:

mention the Contract Number in the subject line; and

be in the form of a non-editable electronic image (pdf, tif or other common non-editable file format agreed between the Parties) of the notice signed by an Authorised Signatory with individual representation right or by two or more Authorised Signatories with joint representation rights of the Borrower as appropriate, attached to the electronic mail.

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

Without affecting the validity of electronic mail notices or communication made in accordance with this Article 11.1 (Notices), the following notices, communications and documents shall also be sent by registered letter to the relevant Party at the latest on the immediately following Business Day:

Disbursement Acceptance;

any notices and communication in respect of the cancellation of a disbursement of any Tranche, Prepayment Request, Prepayment Notice, Event of Default, any demand for prepayment; and

any other notice, communication or document required by the Bank.

The Parties agree that any above communication (including via electronic mail) is an accepted form of communication, shall constitute admissible evidence in court and shall have the same evidential value as an agreement under hand.

Addresses

Demand after notice to remedy

US Patriot Act

English language

Any notice or communication given under or in connection with this Contract must be in English.

All other documents provided under or in connection with this Contract must be:

in English; or

if not in English, and if so required by the Bank, accompanied by a certified English translation and, in this case, the English translation will prevail.

/s/ Maria-Teresa Massaad

Head of Division

/s/ Yu Zhang

Head of Division

Signed for and on behalf of

EUROPEAN INVESTMENT BANK

Signed for and on behalf of

IO BIOTECH ApS

Purpose, Location

Description

Calendar

Investment costs

the finalisation of the IO102-IO103 clinical studies in advanced melanoma and potentially the initiation of clinical studies in other indications;

the regulatory approval of IO102-103 and the market access of the product;

preclinical and clinical studies with IO112, IO 170 as well as potential new products;

R&D staff costs.

Eligible expenses *

based on the nature of cost described above

Dispatch of information: designation of the person responsible

Information on the Investment’s implementation

Deadlines**

Frequency
of reporting

Investment Progress Report, including:

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

-    Update on the date of completion of each of the main Investment’s components, explaining reasons for any possible delay;

-    Update on the cost of the Investment, explaining reasons for any possible cost variations vs. initial budgeted cost;

-    A description of any major issue with impact on the Environment;

-    Update on the Investment’s demand or usage and comments;

-    Update on any new partnerships / collaboration agreements including any new governmental agreements;

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

-    Update on any major changes in the R&D organisation with impact on the Investment’s completion;

-    Any legal action concerning the Investment that may be ongoing;

-    Non-confidential project-related pictures, if available.

01/09/2025*

01/09/2026**

01/09/2027***

For the period 01/09/2024 to 30/06/2025

For the period 01/07/2025 to 30/06/2026

For the period 01/07/2026 to 30/06/2027

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

Date of delivery
to the Bank

Investment Completion Report, including:

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

-    Update on the overall company and any technical developments update;

-    The date of completion of each of the main Investment’s components, explaining reasons for any possible delay;

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

-    Employment effects of the Investment: person-days required during implementation split by year and compared to baseline as well as permanent new jobs created;

-    Overview of new positions created broken down by geographical region, department (R&D, manufacturing etc.), and gender;

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

-    Revenues and sales generated by the Company during 2025-2027;

-    Number of patents filed and granted per year during 2025-2027;

-    Number of publications in international journals during 2025-2027;

-    Overview of all current partnerships / collaboration agreements including any governmental agreements;

-    Update on the Investment’s demand or usage and comments;

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

-    Any legal action concerning the project that may be on going;

-    Non-confidential project-related pictures, if available.

As of 30/09/2027

Language of reports

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

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

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

“available” means the rates, for given maturities, that are calculated and published by Global Rate Set Systems Ltd (GRSS), or such other service provider selected by the European Money Markets Institute (EMMI), or any successor to that function of EMMI, as determined by the Bank; and

“Screen Rate” means the rate of interest for deposits in EUR for the relevant period as published at 11:00 a.m., Brussels time, or at a later time acceptable to the Bank on the day (the “Reset Date”) which falls 2 (two) Relevant Business Days prior to the first day of the relevant period, on Reuters page EURIBOR 01 or its successor page or, failing which, by any other means of publication chosen for this purpose by the Bank.

Tranche [A/B/C]

Amount to be disbursed:

Disbursement Date:

PIK Interest Rate:

Payment Dates:

Maturity Date:

Number of shares of common stock of the Parent issuable pursuant to the terms of the Warrant Agreement applicable to the Tranche:

no Prepayment Event has occurred and is continuing unremedied;

no Security of the type prohibited under Paragraph 23 (Negative pledge) of Schedule H (General Undertakings) has been created or is in existence;

there has been no material change to any aspect of the Investment or in respect of which we are obliged to report under the Finance Contract, save as previously communicated by us;

no Default, Event of Default or a Prepayment Event other than pursuant to Article 5.3.1 (Investment Cost Reduction Event) of the Finance Contract has occurred or is continuing, or would, in each case, result from the disbursement of the proposed Tranche;

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

the Repeating Representations are correct in all respects;

no Material Adverse Change has occurred, as compared with the situation at the date of the Finance Contract;

the borrowing of the Credit, or any part thereof, by the Borrower is within the corporate powers of the Borrower; and

the most recent List of Authorised Signatories and Accounts provided to the Bank by the Borrower is up-to-date and the Bank may rely on the information set out therein.

that the Obligors’ revenues, assets and EBITDA continue to represent at any time 80% (eighty per cent.) of the Group’s revenues, assets and EBITDA;

[insert information regarding asset disposal, if any];

no Security of the type prohibited under Paragraph 23 (Negative pledge) of Schedule H (General Undertakings) has been created or is in existence; and

no Default, Event of Default or a Prepayment Event other than pursuant to Article 5.3.1 (Investment Cost Reduction Event) of the Finance Contract has occurred or is continuing. [If this statement cannot be made, this certificate should identify any potential event of default that is continuing and the steps, if any, being taken to remedy it].

The duly executed Finance Documents which are required by the Bank to be entered into at that time, including in particular the Finance Contract, the Warrant Issuance Agreement, the Registration Rights Agreement, the Fee Letter, the Parent Guarantee Agreement, a Guarantee Agreement duly executed by IOB US and any other Guarantee Agreement required to be entered into pursuant to this Contract.

The constitutional documents of each Obligor.

A copy of the resolution of the competent body (board of directors, management board, supervisory board or general meeting of shareholders) of each Obligor duly authorising the execution of the Finance Documents to which it is a party and duly authorising the relevant signatories (to the extent required by law or constitutional documents of each Obligor).

The List of Authorised Signatories and Accounts.

A copy of any power of attorney authorising the signatories to sign the relevant Finance Documents (if any).

Legal opinion as to the matters of Danish law, in the English language, issued by an external legal counsel of the Bank, amongst others, on the legality, validity and enforceability of the Finance Documents.

Legal opinion(s), in the English language, issued by external legal adviser(s) to the Borrower, addressed to the Bank on the due incorporation, valid existence and registration of the Borrower, the authority and capacity of the Borrower to enter into the Finance Documents and perform its obligations thereunder, non-conflict with constitutional documents and on any existing Danish laws applicable to companies generally that would render the opinion documents invalid, no consents, registrations or filings are required and no stamp duty is to be paid in respect of the Finance Documents, all corporate and other action required to be taken has indeed been taken, the due execution of the Finance Documents, choice of law and enforceability of judgments and that the Borrower is not entitled to claim immunity.

Legal opinion, in the English language, issued by external legal adviser(s) to the Parent, addressed to the Bank:

that the Parent and IOB US is each a corporation duly organised and validly existing in good standing and has the requisite corporate power and authority to (A) enter into the relevant Finance Documents and (B) perform its obligations under such Finance Documents;

that the Parent and IOB US has each duly authorised, entered into, executed, and delivered the relevant Finance Documents, and such Finance Documents constitute its valid and binding obligations enforceable against it in accordance with their terms;

on non-conflict with organisational documents or applicable laws;

that no consents, registrations, or filings are required under US federal law in respect of the relevant Finance Documents;

that the warrants set forth in the Warrant Agreements, when issued in accordance with the terms of the Warrant Issuance Agreement, shall be duly authorised and validly issued by the Parent and constitute a legal, valid, and binding obligation enforceable against it in accordance with its terms;

that all shares issued upon exercise of the warrants set forth in the Warrant Agreements shall be duly authorised and validly issued, fully paid, and non-assessable and shall not have been issued in violation of any pre-emptive or other similar rights; and

that no stamp, registration, documentary, or similar tax levied by the United States is required to be paid in connection with the execution, delivery, or enforcement of the relevant Finance Documents.

A structure chart showing the Group certified as being complete and correct by an Authorised Signatory(ies) of the Borrower provided such certification is dated no earlier than the date falling 14 (fourteen) Business Days before the Disbursement Date.

The latest audited financial statements of the Obligors.

Evidence of payment of all the fees and expenses as required under the Finance Documents.

A certificate of an authorised signatory of each Obligor certifying that each copy document relating to it specified in Schedule F (Initial Documentary Conditions Precedent) is correct, complete and in full force and effect as at a date no earlier than the date falling 14 (fourteen) Business Days before the Disbursement Date.

A copy of any other document, authorisation, opinion or assurance which the Bank has notified the Borrower is necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, the Finance Documents or the validity and enforceability of the same.

Authorisations and Binding Obligations

Each Obligor is duly incorporated and validly existing as a company with limited liability under the laws of its jurisdiction of incorporation. No Obligor’s shares are publicly traded with the exception of the shares of the Parent.

Each Obligor has the power to carry on its business as it is now being conducted and to own its property and other assets, and to execute, deliver and perform its obligations under the Finance Documents.

Each Obligor has obtained all necessary Authorisations in connection with the execution, delivery and performance of the Finance Documents and in order to lawfully comply with its obligations thereunder, and in respect of the Investment, and all such Authorisations are in full force and effect and admissible in evidence.

The execution and delivery of, the performance of each Obligor’s obligations under and compliance with the provisions of the Finance Documents do not and will not contravene or conflict with:

subject to the Legal Reservations, any applicable law, statute, rule or regulation, or any judgement, decree or permit to which it is subject;

any agreement or other instrument binding upon it which might reasonably be expected to have a material adverse effect on its ability to perform its obligations under the Finance Documents; or

any provision of its constitutional documents.

The obligations expressed to be assumed by each Obligor in each Finance Document to which it is a party are, subject to the Legal Reservations, legal, valid, binding and enforceable obligations.

Eligible Territory

No default or other adverse event

There has been no Material Adverse Change since 17 December 2024. (Non-repeating)

No event or circumstance which constitutes an Event of Default has occurred and is continuing unremedied or unwaived.

No proceedings

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

To the best of its knowledge and belief (having made due and careful enquiry) no material Environmental or Social Claim has been commenced or is threatened against any Obligor or any relevant Affiliate in relation to the Investment.

As at the date of this Contract, no Obligor has taken any action to commence proceedings for, nor have any other steps been taken or legal proceedings commenced or, so far as the Borrower is aware, threatened against any Obligor for its insolvency, winding up or dissolution, or for any Obligor to enter into any arrangement or compositions for the benefit of creditors, or for the appointment of an administrator, receiver, administrative receiver, examiner, trustee or similar officer. (Non-repeating)

Security

Ranking

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

No financial covenants have been concluded with any other creditor of any Obligor. (Non-repeating)

No Voluntary Non-EIB Prepayment Event has occurred. (Non-repeating)

Anti-Corruption

Each Obligor is in compliance with all applicable European Union and national legislation regarding Illegal Activities.

No Obligor is engaged in any Illegal Activities and to the best of the Borrower’s knowledge no Illegal Activities have occurred in connection with the Loan and the Investment. (Non-repeating)

Accounting and Tax

The latest available consolidated and unconsolidated audited accounts of the Borrower and the other Obligors have been prepared on a basis consistent with previous years and have been approved by its auditors and fairly presents, in all material respects, the financial condition and result of operations of the Borrower and the other Obligors, as relevant.

The accounting reference date of the Borrower is 31^st December.

No Obligor is required to make any deduction for or on account of any Tax from any payment it may make under the Finance Documents. (Non-repeating)

All Tax returns required to have been filed by each Obligor or on its behalf under any applicable law have been filed when due and contain the information required by applicable law to be contained in them.

Each Obligor has paid when due all Taxes payable by it under applicable law except to the extent that it is contesting payment in good faith and by appropriate means.

With respect to Taxes which have not fallen due or which it is contesting, each Obligor is maintaining reserves adequate for their payment and in accordance, where applicable, with GAAP.

Under the laws of the jurisdiction of incorporation of each Obligor, it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents, or the transactions contemplated by the Finance Documents. (Non-repeating)

No Obligor is a FATCA FFI.

Information provided

Any information provided by any Group Company for the purposes of entering into this Contract and any related documentation was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated and continues to be true and accurate in all material respect as at the date of this Contract;

The Group structure chart is true, complete and accurate in all material respects and represents the complete corporate structure of the Group as at the date of this Contract, and other than as set out therein the Borrower owns no other equity and/or shares in any other business entity. (Non-repeating);

As at the date of this Contract:

the information provided by the Borrower under the Declaration of Honour and InvestEU Fund MSS Declaration is complete, accurate and true in all respects; and

the Borrower (and the Group as a whole where relevant) complies with the eligibility and exclusion criteria to be the beneficiary of the Credit as such criteria are listed in the Declaration of Honour and InvestEU Fund MSS Declaration. (Non-repeating)

No indebtedness

No Immunity

Pensions

Sanctions

is a Sanctioned Person; or

is in breach of any Sanctions.

Use of Loan

Completion of Investment

Procurement procedure

The Borrower shall procure works, goods and services for the Investment:

in accordance with EU Law in general and in particular with the relevant European Union procurement directives, if the latter are applicable;

in accordance with procurement procedures which, to the satisfaction of the Bank (acting reasonably), respect the criteria of economy and efficiency and the principles of transparency, equal treatment and non-discrimination on the basis of nationality in case of public contracts not subject to the European Union procurement directives; or

in accordance with procurement procedures which, to the satisfaction of the Bank (acting reasonably), respect the criteria of economy and efficiency in case of contracts other than public contracts not subject to the European Union procurement directives.

For cases (i) and (ii) of paragraph (a) above, the Borrower shall request in the tender documents or other reference documents for the procurement procedures referred to in sub-paragraph (a) above that the bidder declares whether or not it is subject to any exclusion decision or temporary suspension pursuant to the Exclusion Policy.

If a bidder declares to the Borrower prior to the contract award that it is subject to any exclusion decision or temporary suspension covered by the Exclusion Policy, the Borrower shall engage with the Bank in good faith and shall make best efforts in order to:

achieve an exclusion of such a bidder under applicable law so that the bidder does not participate in the Investment or, should such an exclusion not be possible,

restructure the scope of the Investment so that no proceeds of the Loan be applied towards any works or services under any contract awarded to that bidder, unless otherwise agreed with the Bank.

Compliance with laws

Each Obligor shall comply in all respects with all laws to which it or the Investment is subject, if failure so to comply would materially impair the ability of any Obligor to perform its obligations under any Finance Document.

Notwithstanding paragraph (a) above, each Obligor shall comply in all respects with any laws to which it may be subject and the breach of which would constitute an Illegal Activity.

Environment and Social Matters

implement and operate the Investment materially in compliance with Environmental and Social Law;

obtain and maintain requisite Environmental and Social Approvals for the Investment; and

materially comply with any such Environmental and Social Approvals;^.

the Borrower shall promptly notify the Bank;

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

the Borrower shall remedy the breach within 30 (thirty) Business Days of the end of the consultation period.

Integrity

Disposal of assets

Except as provided below, the Borrower shall not, and shall procure that no Group Company shall, either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily dispose of all or any part of any Group Company’s business, undertaking or assets (including any shares or security of any entity or a business or undertaking, or any interest in any of them).

Sub-paragraph (a) above does not apply to any such disposal:

made with the prior written consent of the Bank;

made on arm’s length terms in the ordinary course of business of a Group Company (including, for the avoidance of doubt, any partnership and similar agreements);

made on arm’s length terms and at fair market value for cash, which is reinvested in assets of comparable or superior type, value and quality;

made on arm’s length terms in exchange for other assets comparable or superior as to type, value and quality;

made by one Obligor to another Obligor;

made by a Group Company which is not an Obligor to another Group Company;

constituted by a licence of Intellectual Property Rights made on arm’s length terms;

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

disposals made in relation to non-core assets on arm’s length terms (including disposals of IO112 or IO170);

made on arm’s length terms and consisting of a conveyance to a third party of a right to receive royalties on future sales pursuant to a Royalty Agreement as set out in sub-paragraph (g) of Paragraph 15 (Indebtedness);

excluding any disposal otherwise permitted under sub-paragraphs (ii) to (x) above, disposals where the higher of the market value or consideration receivable for such disposals does not exceed (x) 10% (ten per cent.) of Total Assets during any financial year, and (y) 25% (twenty five per cent.) of Total Assets during the term of the Credit; or

arising as a result of Permitted Security,

Maintenance of assets

Insurances

Change in business

Merger

with the prior written consent of the Bank;

that merger implements an acquisition permitted under Paragraph 14 (Acquisitions) below, provided that a Group Company (and if the Borrower is part of that merger, the Borrower) is the continuing entity; or

such amalgamation, demerger, merger or corporate reconstruction does not result in a Material Adverse Change and is on a solvent basis, and provided that:

only Group Companies are involved;

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

if the Borrower is involved, (1) the rights and obligations of the Borrower under this Contract will remain with the Borrower, (2) the surviving entity will be the Borrower and the statutory seat of the Borrower would not as a result of such merger be transferred to a different jurisdiction, (3) the merger will not have an adverse effect on the validity, legality or enforceability of the Borrower’s obligations under this Contract or any other Finance Document; and (4) all of the business and assets of the Borrower are retained by it.

Books and records

Ownership

The Borrower shall, and shall procure that the Parent will, maintain more than 50% (fifty per cent.) of the share capital, directly or indirectly, of each of its Material Subsidiaries, unless a prior written consent of the Bank is received by the Borrower.

The Borrower shall, and shall procure that the Parent will, in aggregate maintain more than 50% (fifty per cent.) of the share capital, directly or indirectly, of each Guarantor (other than the Parent), unless prior written consent of the Bank is received by the Borrower.

The Borrower shall ensure that the Parent directly maintains 100% (one hundred per cent.) of the share capital of the Borrower, unless a prior written consent of the Bank is received by the Borrower.

The Borrower shall immediately notify the Bank in the event of a new entity becoming a Subsidiary through any means, including but not limited to acquisition, creation and spin-off.

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

Acquisitions

with the prior written consent of the Bank;

made by a Group Company as part of treasury transactions;

of assets pursuant to disposals permitted pursuant to sub-paragraphs (b)(v) and (b)(vi) of Paragraph 7 (Disposal of assets) above;

consisting of the formation of a new company or the acquisition of an off-the-shelf company (i.e. an existing, registered, but not operating company), provided that;

such entity has not yet commenced commercial operations, has no liabilities and has not generated any loss from any activity;

such entity is incorporated in a country that is a member of either or both of the European Union or the Organisation of Economic Co-Operation and Development; and

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

by a Group Company of all the shares or other ownership interests in any limited liability company or corporation, limited liability partnership or any equivalent company, provided that:

such entity has commenced commercial operations;

such entity is incorporated in a country that is a member of either or both of the European Union or the Organisation of Economic Co-Operation and Development; and

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

of shares or other ownership interest in any limited liability company or corporation, provided that such acquisition is directly or indirectly funded by way of equity into the Parent or shareholder loans to the Parent subordinated to the satisfaction of the Bank; and

of shares or other ownership interests in any limited liability company or corporation, limited liability partnership or any equivalent company or of the whole or substantially the whole of the assets or business of such entity or of any division or operating unit thereof, the consideration for which is paid in shares or does not exceed an amount in aggregate for the Group equal to 5% of Total Assets at the date of the acquisition, provided that:

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

the acquired entity is engaged in a business similar or complementary to the business carried on by the Group as at the date of this Contract;

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

in respect of any acquisition where the consideration exceeds EUR 10,000,000 (ten million euro) (or its equivalent in another currency or currencies), legal and financial due diligence reports (including customary reliance letters in favour of the Bank) and a business plan (in the form of the most recent budget adjusted for the expected effects of the acquisition) in respect of the 3 (three) next following financial years and any other due diligence reports received in connection with the acquisition (if any) are provided to the Bank; and

the Borrower provides a Compliance Certificate for the 2 (two) 12 (twelve) month financial periods immediately following the acquisition, updated on a pro forma basis as if the acquisition has occurred.

Indebtedness

with the prior written consent of the Bank;

under this Contract;

under any loan permitted pursuant to Paragraph 19 (Restrictions on loans) below;

in the ordinary course of business with trade suppliers or customers;

in the ordinary course of business under an agreement to pay discounts, rebates or chargebacks on a Group Company’s product;

and which is subordinated to the Credit on terms satisfactory to the Bank;

under a royalty deal agreement (a “Royalty Agreement”) under which the Borrower may receive one or several lump sum payment(s) in consideration for a percentage of the future sales of a product, provided that the annual aggregate amount to be paid by the Borrower under the Royalty Agreement does not exceed an amount equal to 10% (ten per cent.) of the annual net sales of the product as defined and determined in such Royalty Agreement;

under any convertible loans and/or convertible loan notes issued by the Parent, provided that:

no payments of interest or repayments or prepayments of principal are scheduled or made prior to the latest Maturity Date; and

either:

the Indebtedness thereunder and the relevant creditor’s rights are subordinated to the Credit on terms acceptable to the Bank; or

all Indebtedness thereunder automatically converts into common equity of the Parent immediately upon the occurrence of the Parent’s insolvency;

under any Finance Lease if the aggregate liability in respect of the equipment leased under all Finance Leases does not at any time exceed an amount equal to 10% of Fixed Assets;

under any factoring arrangement, provided that the aggregate face value of outstanding receivables subject to such arrangement does not at any time exceed an amount equal to 10% of Trade Receivables;

under Permitted Hedging;

under any letters of credit provided that such Indebtedness does not, singularly or in aggregate, exceed an amount equal to 10% of Trade Payables;

in respect of a Permitted Guarantee; or

not permitted by the preceding sub-paragraphs and the outstanding amount of which, when aggregated with the amount of all Indebtedness permitted pursuant to sub-paragraphs (i), (j), (l) or (m) above, does not exceed an amount in aggregate for the Group at any time equal to 10% (ten per cent.) of Total Assets.

Guarantees

The Borrower shall not, and shall procure that no other Group Company shall, issue or allow to remain outstanding any guarantees in respect of any liability or obligation of any person save for:

with the prior written consent of the Bank; or

guarantees issued in the ordinary course of trade by any Group Company:

under any Guarantee Agreement;

under any negotiable instruments;

in connection with any performance bond; or

in connection with any Permitted Indebtedness;

guarantees issued by one Obligor for the obligations of another Obligor;

guarantees issued by a Group Company which is not an Obligor for the obligations of another Group Company;

customary guarantee and indemnity obligations in connection with any disposal permitted pursuant to Paragraph 7 (Disposal of assets) above, provided that the Group’s liability under any such guarantee and indemnity obligation does not exceed an amount equal to the cash consideration received by the Group in connection with that disposal; and

any other guarantees the aggregate liabilities of which do not at any time exceed an amount equal to 5% of Total Assets.

The Borrower shall procure that, as soon as any Group Company becomes a Material Subsidiary (as identified in any accounts delivered to the Bank from time to time pursuant to Paragraph 2 (Information concerning the Borrower) of Schedule I (Information and Visits)), that Group Company shall promptly notify the Bank and promptly, but not later than within 60 (sixty) days of the Bank’s request, enter into a Guarantee Agreement and provide the Bank with:

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

evidence that such Material Subsidiary has obtained all necessary Authorisations required in connection with such Guarantee Agreement and, where applicable, any accession deed in respect of such Guarantee Agreement;

a legal opinion of a reputable law firm in the jurisdiction of incorporation of such Material Subsidiary, addressed to the Bank on the valid existence of such Material Subsidiary, the authority and capacity of such Material Subsidiary to enter into the Guarantee Agreement and on the due execution and choice of law of the Guarantee Agreement; and

evidence of the solvency position of the Material Subsidiary in the form of a solvency certificate in which the Material Subsidiary makes a representation about its solvency and (if available in a given jurisdiction) attaches to it relevant evidence of such solvency status from competent public registers,

Hedging

any derivative transaction by a Group Company to hedge actual or projected exposure arising in the ordinary course of trading and not for speculative purposes; and

any derivative instrument of a Group Company which is accounted for on a hedge accounting basis but is not entered into for speculative purposes.

Restrictions on distributions

Restrictions on loans

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

(subject to compliance with Paragraph 20 (Restrictions on Intercompany Loans) below) loans by an Obligor to another Obligor;

(subject to compliance with Paragraph 20 (Restrictions on Intercompany Loans) below) any loan made by a Group Company (other than an Obligor) to another Group Company;