Warrant Issuance Agreement, dated December 19, 2024, by and between the Company and EIB

1.

DEFINITIONS AND INTERPRETATION

2.

THE WARRANTS

3.

ISSUANCE OF THE WARRANTS

4.

ANTI-DILUTION PROTECTIONS

5.

EVENTS

6.

WARRANT SETTLEMENT

7.

PERMITTED WARRANTHOLDER RIGHTS

8.

ISSUANCE OF WARRANT SHARES

9.

REPRESENTATIONS AND WARRANTIES

10.

UNDERTAKINGS

11.

LIQUIDATION OF THE COMPANY

12.

FINANCE CONTRACT

13.

ASSIGNMENT

14.

BUSINESS DAYS

15.

CERTIFICATES AND DETERMINATIONS

16.

AMENDMENT

17.

WAIVER

18.

RIGHTS AND REMEDIES ARE CUMULATIVE

19.

INVALIDITY

20.

NO PARTNERSHIP

21.

NOTICES

22.

COSTS

23.

TAXES, DUTIES, AND FEES; INTEREST ON OVERDUE SUMS; PAYMENTS

24.

EUR

25.

SET-OFF

26.

COUNTERPARTS

27.

FURTHER ASSURANCE

28.

THIRD PARTY RIGHTS

29.

MUTUAL DRAFTING

30.

ENTIRE AGREEMENT

31.

GOVERNING LAW; JURISDICTION; WAIVER OF TRIAL BY JURY; REMEDIES

32.

NO MNPI OR PROHIBITED DISCLOSURES

33.

TERMINATION

SCHEDULE 1 FORM OF WARRANT AGREEMENT

SCHEDULE 2 WARRANTHOLDER PUT OPTION NOTICE (THE “NOTICE”)

SCHEDULE 3 EXPERT DETERMINATION

SCHEDULE 4 CAPITALIZATION TABLE

EXHIBIT A CHARTER

IO Biotech, Inc., a Delaware corporation, having its registered office at c/o The Corporation Trust Company, Corporation Trust Center, 1209 N Orange Street, City of Wilmington, County of New Castle, DE 19801, and registered with the Delaware Secretary of State under file number ###-###-#### (the “Company”); and

The European Investment Bank, having its seat at 98-100 Boulevard Konrad Adenauer, L-2950 Luxembourg (the “Original Warrantholder”).

The Company is incorporated in the State of Delaware and is publicly listed on the Nasdaq stock exchange (NASDAQ: IOBT).

The Original Warrantholder has agreed to provide a loan facility to the Borrower pursuant to the Finance Contract and entry into this Agreement and, as applicable, the Warrant Agreements contemplated by this Agreement are conditions precedent to disbursement of Tranche A, Tranche B, and Tranche C under the Finance Contract.

The Company has agreed to issue the Permitted Warrantholder the Warrants to purchase and subscribe for shares in the Company contemplated hereby.

The Company has agreed to take all actions available to it and its corporate bodies (including passing all necessary Board of Directors and Shareholder and other corporate resolutions) to enable the Company to grant such rights and to issue such Shares as set out in this Agreement.

DEFINITIONS AND INTERPRETATION

In this Agreement the following words and expressions will have the following meanings, save where the context requires otherwise:

a Sale;

a Change of Control Event;

a Debt Repayment Event;

the consummation of the transactions contemplated by a Qualifying Tender Offer;

the service by the Permitted Warrantholder on the Company of an Event of Default Notice (for the avoidance of doubt, regardless of whether the Permitted Warrantholder opts to demand the prepayment or repayment of any principal amount due in respect of the Loan in connection with the relevant Event of Default);

a de-listing of the Company’s Shares or removal from the exchange on which the Company’s Shares trade, unless immediately after such event the Company’s Shares will be listed or quoted for trading on any of the following Trading Markets: NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange (or any successors to any of the foregoing).

an event of voluntary or involuntary liquidation, dissolution, or winding-up of the Company, in accordance with the Charter.

the date on which an agreement or agreements (including a promissory agreement or agreements or any other binding contractual arrangement having a similar effect) for a Sale become or becomes unconditional in all respects;

the date on which a Change of Control Event occurs;

the date on which a Debt Repayment Event occurs;

the date on which the transactions contemplated by a Qualifying Tender Offer are consummated;

the date on which service by the Permitted Warrantholder on the Company of an Event of Default Notice occurs;

the date on which the Company’s Shares are de-listed or are removed from the exchange on which the Company’s Shares trade, unless immediately after such event the Company’s Shares will be listed or quoted for trading on any of the following Trading Markets: NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange (or any successors to any of the foregoing); or

the date on which an event of voluntary or involuntary liquidation, dissolution, or winding-up of the Company occurs, in accordance with the Charter.

details of the Event or anticipated Event;

the Event Date or, in respect of an anticipated Event, the expected Event Date; and

such other information related to the Event that is available to the Company which is or might reasonably be considered to be material to the Permitted Warrantholder, including all such information as may reasonably be required by the Permitted Warrantholder in order for the Permitted Warrantholder to calculate Fair Market Value.

Shares of Common Stock (including Shares of Common Stock underlying Options or Convertible Securities) that are issued from and after the date of the Finance Contract for an aggregate value of no more than USD 300,000,000 and for which the underlying or implied price per Share is equal to or greater than 90% of the Strike Price as of the date of such issuance;

Shares of Common Stock (including Shares of Common Stock underlying Options or Convertible Securities) that are issued in connection with any research, collaboration, commercialization, technology license, development, marketing, manufacturing, or other similar agreements or strategic partnerships;

Shares of Common Stock issuable upon the exercise of any Warrant Agreement, or any Shares of Common Stock (including Shares of Common Stock underlying Options or Convertible Securities) that are issued for the purpose of financing the purchase of any Warrant Agreement by the Company;

Shares of Common Stock (including Shares of Common Stock underlying Options or Convertible Securities) for which the purchase price (including the underlying or implied price) per Share is equal to or greater than, three times the highest Strike Price under any effective Warrant Agreement;

with respect to the Warrants applicable to each Tranche, the issuance of Shares of Common Stock (including Shares of Common Stock underlying Options or Convertible Securities) (i) following the Maturity Date of such Tranche and (ii) following the Permitted Warrantholder declining an offer by the Company, made no less than 5 (five) Trading Days after any Material Press Release, to repurchase such Warrants from the Permitted Warrantholder at a price no less than the greater of (A) zero point three (0.3) times the amount disbursed for such Tranche pursuant to the Finance Contract and (B) the positive difference of (i) 5-Day VWAP ending on and including the date of such offer multiplied by the number of Warrant Shares purchasable under the Warrant Agreement applicable to such Warrants, minus (ii) the aggregate Strike Price to exercise such Warrants;

Shares of Common Stock (including Shares of Common Stock underlying Options or Convertible Securities) to directors, officers, employees or consultants of the Company in connection with their service as directors of the Company, their employment by the Company or their retention as consultants by the Company, pursuant to the Company’s 2021 Equity and Incentive Plan, 2021 Employee Stock Purchase Plan, 2023 Inducement Award Plan, or a similar equity compensation program or arrangement approved by the Board of Directors or the compensation committee of the Board of Directors, each as may be amended from time to time;

Shares of Common Stock upon the conversion or exercise of Options or Convertible Securities issued prior to the date of the Finance Contract, provided that neither the conversion price or exercise price is decreased, nor the number of shares issuable under such Options or Convertible Securities is increased, in either case, after the date of the Finance Contract, other than pursuant to the provisions of such Options or Convertible Securities as they exist as of the date of the Finance Contract; or

Shares of Common Stock (including Shares of Common Stock underlying Options or Convertible Securities) which is not covered by paragraphs (a)-(g) above that the Company and the Permitted Warrantholder mutually agree to treat as an Excluded Issuance.

all issued and outstanding Shares;

all Shares capable of being issued by the Company pursuant to the exercise in full of all outstanding rights (whether or not contingent and assuming full performance of any equity-linked or performance-linked rights or instruments) to subscribe for or convert into Shares (including under this Agreement); and

all other issued shares, convertible securities, options, warrants, restricted stock units (RSUs), participation rights, conversion privileges or other rights or instruments which are granted to purchase, subscribe for, convert into or otherwise acquire any shares of the Company.

the Original Warrantholder; and

any other person that receives Warrants in connection with a Warrant Sale and joins this Agreement in accordance with Clause 6.1(f),

a Group Asset Sale; or

a Company Share Sale.

In the event that a drawdown of Tranche B occurs following the date of a positive phase III study in first line advanced melanoma study with IO102-IO103 on the full population of the study (i.e., achieve statistical significance on PFS with a P value of 0.05 or lower with no degradation of OS trend in the exploratory arm), shall be computed using the following formula:

if PFS for exploratory arm is greater than 12 (twelve) months:

if PFS for exploratory arm is equal to or between 9.1 (nine point one) and 12 (twelve) months:

if PFS for exploratory arm is below 9.1 (nine point one) months:

In the event that a drawdown of Tranche B occurs and the scenarios set forth in clause (a) above does not apply, shall be computed using the following formula:

In the event that the cash injection to the Company between the date of the Finance Contract and the date of disbursement of Tranche C is at least $150,000,000, shall be computed using the following formula:

if the phase III study in first line advanced melanoma with IO102-IO103 achieves statistical significance on PFS with a P value of 0.05 or lower with no degradation of OS trend in the exploratory arm, where the PFS for exploratory arm is greater than 12 (twelve) months:

if the phase III study in first line advanced melanoma with IO102-IO103 achieves statistical significance on PFS with a P value of 0.05 or lower with no degradation of OS trend in the exploratory arm, where the PFS for exploratory arm is equal to or between 9.1 (nine point one) and 12 (twelve) months:

if the phase III study in first line advanced melanoma with IO102-IO103 achieves statistical significance on PFS with a P value of 0.05 or lower with no degradation of OS trend in the exploratory arm, where the PFS for exploratory arm is below 9.1 (nine point one) months:

In the event that the cash injection to the Company between the date of the Finance Contract and the date of disbursement of Tranche C is at least $100,000,000 but lower than $150,000,000, shall be computed using the following formula:

if the phase III study in first line advanced melanoma with IO102-IO103 achieves statistical significance on PFS with a P value of 0.05 or lower with no degradation of OS trend in the exploratory arm, where the PFS for exploratory arm is greater than 12 (twelve) months:

if the phase III study in first line advanced melanoma with IO102-IO103 achieves statistical significance on PFS with a P value of 0.05 or lower with no degradation of OS trend in the exploratory arm, where the PFS for exploratory arm is equal to or between 9.1 (nine point one) and 12 (twelve) months:

if the phase III study in first line advanced melanoma with IO102-IO103 achieves statistical significance on PFS with a P value of 0.05 or lower with no degradation of OS trend in the exploratory arm, where the PFS for exploratory arm is below 9.1 (nine point one) months:

In the event that a drawdown of Tranche C occurs and the scenarios set forth in clause (a) or (b) above do not apply:

if the phase III study in first line advanced melanoma with IO102-IO103 achieves statistical significance on PFS with a P value of 0.05 or lower with no degradation of OS trend in the exploratory arm, where the PFS for exploratory arm is greater than 12 (twelve) months:

if the phase III study in first line advanced melanoma with IO102-IO103 achieves statistical significance on PFS with a P value of 0.05 or lower with no degradation of OS trend in the exploratory arm, where the PFS for exploratory arm is equal to or between 9.1 (nine point one) and 12 (twelve) months:

if the phase III study in first line advanced melanoma with IO102-IO103 achieves statistical significance on PFS with a P value of 0.05 or lower with no degradation of OS trend in the exploratory arm, where the PFS for exploratory arm is below 9.1 (nine point one) months:

a sale, assignment, transfer, or other disposal of that Warrant by the Permitted Warrantholder to any person or persons selected by the Permitted Warrantholder in accordance with and as contemplated by Clause 6.1 (Warrant Sale and Right of First Refusal); or

the exercise of that Warrant by the Permitted Warrantholder where the Permitted Warrantholder nominates a person (other than the Permitted Warrantholder, one of its Affiliates, or an agent mandated to hold Warrants on behalf of the Permitted Warrantholder) to whom the corresponding Warrant Share is to be directly issued.

Interpretation

to this Agreement or any other agreement or instrument is a reference to this Agreement or other agreement or instrument as amended, novated, supplemented, extended or restated at any time;

to Clause, paragraph or schedule is, unless stated otherwise, a reference to a Clause or paragraph of, or schedule to, this Agreement;

in a Clause or schedule to a paragraph is, unless otherwise stated, a reference to a paragraph in that Clause or schedule, where that schedule is split into parts, a reference to a paragraph in that part of that schedule;

to a statute or statutory provision includes a reference to any subordinate legislation and is a reference to:

that statute, statutory provision or subordinate legislation as modified, consolidated, superseded, re-enacted, re-numbered, or replaced (whether with or without modification) from time to time after the date of this Agreement; and

any statute, statutory provision or subordinate legislation which it consolidates, supersedes, re-enacts or replaces (whether with or without modification);

to a “person” includes any individual, company, corporation, firm, partnership, joint venture, association, state, state agency, institution, foundation or trust (whether or not having a separate legal personality);

to a Party will be deemed to be a reference to any successor to such Party or to any person or persons to whom that Party assigns or otherwise transfers any or its rights or obligations under this Agreement in accordance with this Agreement;

to the Permitted Warrantholder in the context of any Warrant or related Warrant Share means the person or persons within the definition of “Permitted Warrantholder” who at that time holds or hold that Warrant;

to one gender is a reference to all or any genders, and references to the singular include the plural and vice versa;

to a legal term for a legal document, court, judicial process, action, remedy, legal status, official or any other legal concept or thing which is specific to a particular jurisdiction shall, in respect of any other jurisdiction, be deemed to be a reference to whatever most closely equates to that legal term in the relevant jurisdiction;

“or” is not exclusive; and

to “including” or “includes” does not limit the scope of the meaning of the words preceding it but shall be taken as meaning “including without limitation” or “includes without limitation.”

The schedules form part of this Agreement and a reference to “this Agreement” includes its schedules.

The recitals, index and headings in this Agreement do not affect its interpretation.

Capitalized terms used but not otherwise defined in this Agreement have the meaning ascribed to such term in the Finance Contract.

THE WARRANTS

Warrant Entitlement. The Warrants shall entitle the Permitted Warrantholder to subscribe for such number of Warrant Shares representing:

for Tranche A, the Tranche A Warrants, which shall be exercisable by the Permitted Warrantholder at any time following the Disbursement Date of Tranche A under the Finance Contract;

for Tranche B, the Tranche B Warrants, which shall be exercisable by the Permitted Warrantholder at any time following the Disbursement Date of Tranche B under the Finance Contract; and

for Tranche C, the Tranche C Warrants, which shall be exercisable by the Permitted Warrantholder at any time following the Disbursement Date of Tranche C under the Finance Contract.

Warrant and Warrant Share Features. The Warrants represented by the Warrant Agreements and the Warrant Shares issued in connection with the exercise of the Warrants, shall each be issued free from Encumbrances (other than those imposed by the Permitted Warrantholder or restrictions on transfer under generally applicable securities laws) including but not limited to any pre-emptive or anti-dilution rights of the Shareholders or any other person. The execution by the Company and delivery to the Permitted Warrantholder of the relevant Warrant Agreement in accordance with this Agreement shall be no earlier than the date falling 15 (fifteen) Business Days, and no later than the date falling 10 (ten) Business Days, before the Disbursement Date for the applicable Tranche, and in any event at least 5 (five) Trading Days after any Material Press Release. Further, the Warrants represented by this Agreement shall:

be issued to the Permitted Warrantholder for no additional consideration;

entitle the Permitted Warrantholder to the number of Warrant Shares calculated in accordance herewith (subject to adjustment in accordance with Clause 4 (Anti-Dilution Protections) and the anti-dilution provisions set forth in the Warrant Agreements);

be exercisable, on the terms of and subject to the conditions set out in this Agreement and the Warrant Agreements, against payment of a price initially equal to the greater of (x) 5-Day VWAP on the date of the execution of the applicable Warrant Agreement and (y) the applicable “Minimum Price” as defined in Nasdaq Rule 5635(d), as may be thereafter adjusted in accordance with the terms of such Warrant Agreement or Clause 4 (Anti-Dilution Protections) (the “Strike Price”);

have a term of 20 (twenty) years; and

be detachable from the Loan.

ISSUANCE OF THE WARRANTS

Steps with Respect to Execution of this Agreement.

Before the execution of this Agreement, the Board of Directors or an authorized committee thereof, must approve, in form and substance satisfactory to the Permitted Warrantholder, a set of resolutions, which resolve, among other matters, to approve the terms of, and the transactions contemplated by, this Agreement, including to execute the Transaction Documents and issue the Warrants to the Permitted Warrantholder.

Upon execution of this Agreement, the Company and the Permitted Warrantholder shall execute the Registration Rights Agreement.

The Company shall, within four Business Days of the date hereof, file with the SEC a Current Report on Form 8-K (the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby, by the other Transaction Documents and the Finance Contract. Upon the issuance of the Disclosure Document, to the knowledge of the Company, the Permitted Warrantholder shall not be in possession of any material, non-public information received from the Company or any of its officers, directors, or employees or agents, that is not disclosed in the Disclosure Document unless otherwise specifically agreed in writing by the Permitted Warrantholder.

Steps at each Completion.

With respect to Tranche A:

Prior to a Disbursement Offer being made in relation to the disbursement of Tranche A, the Company shall issue to the Permitted Warrantholder the Tranche A Warrants by the execution and delivery by the Company and the Permitted Warrantholder of duly executed signature pages to the Tranche A Warrant Agreement through the exchange of electronic counterpart signature pages (the “Tranche A Warrant Issuance”). The Tranche A Warrant Issuance shall occur no earlier than the date falling 15 (fifteen) Business Days, and no later than the date falling 10 (ten) Business Days, before the Disbursement Date of Tranche A, and in any event at least 5 (five) Trading Days after any Material Press Release, exercisable on the terms and subject to the conditions set out in this Agreement and the Tranche A Warrant Agreement and which shall entitle the Permitted Warrantholder to subscribe for the Tranche A Warrants.

Prior to, or promptly following the Tranche A Warrant Issuance, the Company shall deliver two wet-ink original copies of its signature page to the Tranche A Warrant Agreement to the Permitted Warrantholder.

With respect to Tranche B:

Prior to a Disbursement Offer being made in relation to the disbursement of Tranche B, the Company shall issue to the Permitted Warrantholder the Tranche B Warrants by the execution and delivery by the Company and the Permitted Warrantholder of duly executed signature pages to the Tranche B Warrant Agreement through the exchange of electronic counterpart signature pages (the “Tranche B Warrant Issuance”). The Tranche B Warrant Issuance shall occur no earlier than the date falling 15 (fifteen) Business Days, and no later than the date falling 10 (ten) Business Days, before the Disbursement Date of Tranche B, and in any event at least 5 (five) Trading Days after any Material Press Release, exercisable on the terms and subject to the conditions set out in this Agreement and the Tranche B Warrant Agreement and which shall entitle the Permitted Warrantholder to subscribe for the Tranche B Warrants; and

Prior to, or promptly following the Tranche B Warrant Issuance, the Company shall deliver two wet-ink original copies of its signature page to the Tranche B Warrant Agreement to the Permitted Warrantholder.

With respect to Tranche C:

Prior to a Disbursement Offer being made in relation to the disbursement of Tranche C, the Company shall issue to the Permitted Warrantholder the Tranche C Warrants by the execution and delivery by the Company and the Permitted Warrantholder of duly executed signature pages to the Tranche C Warrant Agreement through the exchange of electronic counterpart signature pages (the “Tranche C Warrant Issuance”). The Tranche C Warrant Issuance shall occur no earlier than the date falling 15 (fifteen) Business Days, and no later than the date falling 10 (ten) Business Days, before the Disbursement Date of Tranche A, and in any event at least 5 (five) Trading Days after any Material Press Release, exercisable on the terms and subject to the conditions set out in this Agreement and the Tranche C Warrant Agreement and which shall entitle the Permitted Warrantholder to subscribe for the Tranche C Warrants; and

Prior to, or promptly following the Tranche C Warrant Issuance, the Company shall deliver two wet-ink original copies of its signature page to the Tranche C Warrant Agreement to the Permitted Warrantholder.

ANTI-DILUTION PROTECTIONS

Adjustment to the Number of Warrant Shares Upon Issuance of Common Stock. Except as provided in Clause 4.3 (Exceptions to Adjustment Upon Issuance of Common Stock), and except in the case of an event described in Section 3(a) of the Warrant Agreements (Stock Dividends; Splits; Combinations; Reclassifications), if the Company shall, at any time or from time to time after the execution of the Tranche A Warrant Agreement, Tranche B Warrant Agreement, or Tranche C Warrant Agreement, issue or sell, any Common Stock other than in the case of an Excluded Issuance applicable to such Warrant Agreement (a “New Issuance”), then immediately upon such New Issuance, the number of Warrant Shares issuable upon full exercise of such Warrant Agreement immediately prior to any such issuance or sale shall be increased to an amount equal to the product of:

the quotient of (A) the number of Warrant Shares issuable upon full exercise of such Warrant Agreement immediately prior to any such issuance or sale, divided by (B) the total number of Shares of Common Stock issued and outstanding immediately prior to such issuance or sale, multiplied by:

the total number of Shares of Common Stock issued outstanding immediately after such issuance or sale.

Adjustment to the Strike Price. Upon any adjustment of the number of Warrant Shares issuable upon full exercise of a Warrant Agreement pursuant to Clause 4.1 (Adjustment to the Number of Warrant Shares Upon Issuance of Common Stock), the Strike Price shall be decreased proportionate to the proportional increase in such number of Warrant Shares, such that after any such adjustment the aggregate Strike Price payable for the full exercise of such Warrant Agreement shall be the same as the aggregate Strike Price for the full exercise of such Warrant Agreement in effect immediately prior to such adjustment.

Exceptions to Adjustment Upon Issuance of Common Stock. For the avoidance of doubt, and anything herein to the contrary notwithstanding, there shall be no adjustment to the Strike Price or the number of Warrant Shares issuable upon exercise of a Warrant Agreement with respect to any Excluded Issuance applicable to such Warrant Agreement.

Treasury Shares. The number of Shares of Common Stock issued and outstanding at any given time shall not include Shares of Common Stock owned or held by or for the account of the Company or any of its wholly-owned subsidiaries, and the disposition of any such Shares of Common Stock (other than the cancellation or retirement thereof or the transfer of such Shares among the Company and its wholly-owned subsidiaries) shall be considered an issue or sale of Shares of Common Stock for the purpose of this Clause 4 (Anti-Dilution Protections).

Adjustments and New Warrant Issuance.

Adjustments. Upon the occurrence of any adjustment pursuant to this Clause 4 (Anti-Dilution Protections) with respect to a Warrant Agreement, the Company at its expense shall promptly (and, in any event, within five (5) Business Days) deliver to the Permitted Warrantholder a written notice describing in reasonable detail the adjustment, including a statement of the adjusted Strike Price and adjusted number of Warrant Shares, the transactions giving rise to such adjustments and the facts upon which such adjustment is based. The Company shall, upon written request from the Permitted Warrantholder, furnish the Permitted Warrantholder with a certificate of its Chief Financial Officer or Chief Executive Officer, including computations of such adjustment and the Strike Price, class, and number of Shares in effect upon the date of such adjustment.

Issuance of New Warrant Agreement. Upon the occurrence of any adjustment to the number of Warrant Shares and Strike Price pursuant to this Clause 4 (Anti-Dilution Protections) with respect to a Warrant Agreement, the Permitted Warrantholder shall surrender such Warrant Agreement and the Company shall issue to the Permitted Warrantholder a replacement Warrant

EVENTS

Notification of Events. The Company shall inform the Permitted Warrantholder promptly if an Event has occurred or is likely to occur (having regard to the relevant facts or circumstances at the time) by serving an Event Notification on the Permitted Warrantholder. Additionally, the Company undertakes to make its best efforts to notify if an Event is likely to occur with such advance as may be reasonable for the Permitted Warrantholder to exercise the Warrants before the relevant Event Date. For this purpose, without limitation, the Company must (i) include the Permitted Warrantholder in all notices to be sent to the Shareholders in relation to the occurrence (or the likely occurrence) of an Event and (ii) shall deliver to the Permitted Warrantholder all notices that it receives from a Shareholder in relation to the occurrence (or the likely occurrence) of an Event.

Ongoing Information about Events. Following service (or deemed service) of an Event Notification, the Company shall keep the Permitted Warrantholder informed in a timely manner of any and all material developments in relation to that Event, or anticipated Event and provide the Permitted Warrantholder in a timely manner with any information of which it becomes aware that might reasonably be required by the Permitted Warrantholder in order for the Permitted Warrantholder to calculate the Fair Market Value of the Warrant Shares by reference to such Event.

Notice if Event unlikely to occur. If, following service (or deemed service) of an Event Notification, it becomes apparent to the Company that the Event in question will not take effect, then the Company shall as soon as practicable give written notice of that fact to the Permitted Warrantholder.

WARRANT SETTLEMENT

Warrant Sale and Right of First Refusal.

No Warrants may be transferred without the prior written consent of the Company until the Maturity Date of the Tranche applicable to such Warrants or the earlier repayment in full of the Loan applicable to such Tranche. Following the applicable Maturity Date or the earlier repayment in full of the applicable Loan, the Permitted Warrantholder may conduct a Warrant Sale in relation to all or some of the applicable Warrants, provided that the Permitted Warrantholder shall deliver a Right of First Refusal Notice to the Company, following which the Company shall have a Right of First Refusal in relation to such Warrants, and may acquire them pursuant to this Clause 6.1 (Warrant Sale and Right of First Refusal) against payment to the Permitted Warrantholder of the purchase price offered for such Warrants by one or several third parties or Shareholders (the “Warrant Sale Price”); provided, that the Company may nominate another person to acquire such Warrants pursuant to the terms of this Clause 6.1 (Warrant Sale and Right of First Refusal) if such nominee is acceptable to the Permitted Warrantholder from a KYC/AML, Sanctions, Non-Compliant Jurisdiction and Restricted Jurisdiction perspective.

If the Permitted Warrantholder has exercised the Put Option in relation to any Warrant and the Put Option Price is not, for whatever reason, paid to the Permitted Warrantholder in accordance with, and within the time frame set out in, Clause 6.2 (Put Option), neither the Company (nor its nominee) will be entitled to a Right of First Refusal and a Warrant Sale can be made by the Permitted Warrantholder without compliance with any of the conditions set out in this Clause 6.1 (Warrant Sale and Right of First Refusal). For the avoidance of doubt, a Warrant Sale as described in this Clause 6.1(b) (Warrant Sale and Right of First Refusal) shall be without prejudice to any remedies the Permitted Warrantholder may otherwise have in respect of the relevant the Company’s breach of its obligation to pay the Warrant Sale Price or the Put Option Price under Clause 6.2 (Put Option).

Within twenty (20) Business Days of the Right of First Refusal Notice being served on the Company, the Company may exercise their Right of First Refusal by written notice to the Permitted Warrantholder and payment of the Warrant Sale Price and all taxes, fees, costs, and expenses incurred by the Permitted Warrantholder in connection with such sale, if not included in the Warrant Sale Price, in cash, by electronic transfer of funds for same day value, to such bank account as the Permitted Warrantholder specifies in the Right of First Refusal Notice.

Upon receipt of all amounts to be paid to the Permitted Warrantholder in accordance with Clause 6.1(c) (Warrant Sale and Right of First Refusal), the Permitted Warrantholder shall transfer the relevant Warrants to the Company (or its nominee made in accordance with Clause 6.1(a) (Warrant Sale and Right of First Refusal)). In relation to the Warrants so transferred, no representations or warranties whatsoever shall be made by the Permitted Warrantholder other than in relation to the Permitted Warrantholder’s ownership of such Warrants, its authority to sell, and the absence of Encumbrances over such Warrants (other than those imposed by the Permitted Warrantholder or restrictions on transfer under generally applicable securities laws).

If the Company does not exercise the Right of First Refusal or the Company (or its nominee made in accordance with Clause 6.1(a) (Warrant Sale and Right of First Refusal)) does not make the payment in accordance with, and within the time-frame set out in, Clause 6.1(c) (Warrant Sale and Right of First Refusal), the Permitted Warrantholder may proceed with the Warrant Sale.

The Right of First Refusal set out in this Clause 6.1 (Warrant Sale and Right of First Refusal) shall not apply to a Warrant Sale if the intended transferee is (a “Permitted Warrantholder Transferee”):

an Affiliate of the Permitted Warrantholder; provided, however, that such Affiliate agrees in writing to be bound by all of the terms, conditions and provisions contained in this Agreement and the transferor and such Affiliate shall be collectively treated as the “Permitted Warrantholder” for all purposes hereunder; or

any person that the receives and assumes the rights, benefits and obligations of the Original Warrantholder under the Finance Contract in accordance with its terms; provided, however, that (A) such person agrees in writing to be bound by all of the terms, conditions and provisions contained in this Agreement as the “Permitted Warrantholder” and (B) shall receive and assume the rights, benefits and obligations of the Permitted Warrantholder under this Agreement and shall be treated as the “Permitted Warrantholder” for all purposes hereunder.

Put Option

The Company irrevocably grants the Put Option to the Permitted Warrantholder on the terms set forth in this Agreement. The Put Option may be exercised from time-to-time in whole or in part by the Permitted Warrantholder in its sole discretion on or following the earlier of the following dates (as applicable): (i) with respect to the Tranche A Warrants, the Maturity Date of Tranche A, (ii) with respect to the Tranche B Warrants, the Maturity Date of Tranche B, (iii) with respect to the Tranche C Warrants, the Maturity Date of Tranche C or (iv) with respect to any of the Warrants, an Event Date (which exercise can be made on or prior to such Event on the Event Date, but conditional on the occurrence of such Event). In the event that a Material Press Release has been made public by the Company, the Put Option may not be exercised by the Permitted Warrantholder until at least 5 (five) Business Days following the date of such Material Press Release.

The Put Option shall be exercisable only up to Warrants that would result in the Put Option Price (in aggregate with the final Put Option Price paid in connection with any prior exercise of the Put Option) being no higher than the amount then disbursed pursuant to the Finance Contract.

The Permitted Warrantholder may exercise the Put Option by serving upon the Company a draft Warrantholder Put Option Notice, which shall be irrevocable except with the consent of the Company. The Permitted Warrantholder shall specify the Fair Market Value it has assumed and the aggregate Put Option Price in respect of the relevant Warrants subject to the Put Option in the draft Warrantholder Put Option Notice.

The Company shall have the Objection Period to agree or dispute the Permitted Warrantholder’s calculation of Fair Market Value or the aggregate Put Option Price. If, by the end of the Objection Period:

the Company has not delivered a notice in writing to the Permitted Warrantholder disputing the Permitted Warrantholder’s calculation of Fair Market Value or the aggregate Put Option Price in respect of the applicable Warrants, the Company shall be deemed to have agreed to such calculations in respect of the applicable Warrants, and the draft Warrantholder Put Option Notice shall automatically become final and binding on the Parties; or

to the extent that the Company has delivered a notice in writing to the Permitted Warrantholder disputing the Permitted Warrantholder’s calculation of Fair Market Value or the aggregate Put Option Price, the Company or the Permitted Warrantholder may refer the matter to the Expert for determination in accordance with Schedule 3 (Expert Determination).

Within five (5) Business Days of the Expert’s decision, the Permitted Warrantholder must deliver to the Company a revised Warrantholder Put Option Notice (together with the Supporting Calculations) incorporating such adjustments, if any, as have been determined by the Expert, provided that the Permitted Warrantholder shall have the option to withdraw the Warrantholder Put Option Notice and cancel the proposed exercise of the Put Option if the Fair Market Value or the aggregate Put Option Price is less than 90% of the Fair Market Value or the aggregate estimated Put Option Price included in the Warrantholder Put Option Notice, provided, further, that if the Permitted Warrantholder cancels the proposed exercise of the Put Option, the Permitted Warrantholder shall be responsible for the fees and costs of the Expert. The revised Warrantholder Put Option Notice will supersede the initial draft Warrantholder Put Option Notice and will be final and binding on the Parties from the date of its delivery to the Company provided that it reflects the changes that have been determined by the Expert.

Within twenty (20) Business Days of the Warrantholder Put Option Notice becoming final and binding in accordance with this Clause 6.2 (Put Option), the Company must pay the aggregate Put Option Price in respect of the applicable Warrants in cash by electronic transfer of funds for same day value to such bank account as the Permitted Warrantholder has specified in the Warrantholder Put Option Notice, whereupon the Warrants will be cancelled and of no further force and effect.

If the Company fails to pay the aggregate Put Option Price pursuant to this Clause 6.2 (Put Option), then paragraph 4.3 of the Finance Contract relating to the interest on overdue sums shall apply to any overdue Put Option Price.

In the event that the Permitted Warrantholder seeks to exercise the Put Option and (i) the Company is not cash flow positive as of the end of the Company’s most recent fiscal quarter and (ii) the payment of the aggregate Put Option Price would be reasonably likely to result in the Company not having at least twelve (12) months of cash and cash equivalents on its balance sheet:

Except with respect to any Warrants subject to a Termination Date within one (1) year of the date of the Warrantholder Put Option Notice, the Company may reject the Put Option if it delivers a written certificate of the Company duly executed by the chief financial officer of the Company representing to the applicable facts set forth above in this Clause 6.2(h) (Put Option), provided, however, that the Company and the Permitted Warrantholder will discuss in good faith the portion of the Warrants that could be subject to the Put Option that would not be restricted by this Clause 6.2(h) (Put Option).

With respect to any Warrants subject to a Termination Date within one (1) year of the date of the Warrantholder Put Option Notice, the Company may exercise its right to extend the Termination Date applicable to such Warrants by one (1) year (and the parties will promptly execute amendments to the Warrant Agreements reflecting such extension); provided, that such right may only be exercised one time with respect to any Warrant.

PERMITTED WARRANTHOLDER RIGHTS

Third Party Offers

If an offer, whether direct or indirect, to purchase Shares (or Instruments) (whether involving a formal offer by way of an offer document, an invitation to join a transaction to be evidenced by a sale and purchase agreement or otherwise) is made, to (i) the Shareholders holding more than 50% (fifty percent) of the Shares (or of the Instruments), or (ii) the Shareholders holding 50% (fifty percent) or more of the voting power of the Company, in each case which does not otherwise constitute a Company Share Sale, including upon a Qualifying Tender Offer, the Company shall comply in all respects with the Warrant Agreements.

If the Permitted Warrantholder decides to exercise the Warrants in order to sell such Warrant Shares in such transaction in accordance with this Agreement, the exercise will be effective immediately prior to the consummation of the transaction, and in no event earlier than 24 (twenty-four) hours prior to the effective time of the closing of such transaction, for subsequent sale to a known purchaser. The Company agrees to cooperate with the Permitted Warrantholder and use its commercially reasonable efforts to ensure that the Warrants exercise occurs within these parameters and does not violate any statutory limitations or regulations to which the Permitted Warrantholder may be subject regarding shareholding or warrant exercise.

Treatment of Warrants upon a Sale of the Company or Change of Control Event. Without prejudice to any other rights the Permitted Warrantholder may have under this Agreement, if (i) a Warrant Sale in accordance with Clause 6.1 (Warrant Sale and Right of First Refusal), (ii) the Put Option pursuant to Clause 6.2 (Put Option), or (iii) a Warrant exercise, including in accordance with Clause 7.1(b) (Third Party Offers), has not been exercised in connection with any Sale or Change of Control Event, the Permitted Warrantholder shall have the rights contemplated by Section 3(c) (Fundamental Transaction) of the Warrant Agreements.

ISSUANCE OF WARRANT SHARES

Issuance. The Warrant Shares shall be issued in accordance with the terms of this Agreement and pursuant to the terms of the Tranche A Warrant Agreement, Tranche B Warrant Agreement, and Tranche C Warrant Agreement and upon the payment in full of the then-current Strike Price for the Warrant Shares then being exercised to the Company.

REPRESENTATIONS AND WARRANTIES

REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to the Permitted Warrantholder: (i) on the date of this Agreement, (ii) at the time of any applicable Completion, (iii) at the time of issuance of any Warrants, and (iv) at the time of any exercise (or deemed exercise) of any of the Warrants, the Put Option or the Call Option, that the following statements are accurate and correct, and covenant that the following statements will be accurate and correct at such times.

The Company:

has full legal capacity and authority to execute, undertake and comply with its respective obligations under this Agreement, and to carry out all actions required from it in connection with the creation, issuance, and delivery of the Warrants and the satisfaction of all rights of the Permitted Warrantholder pursuant to this Agreement;

is duly incorporated and validly existing under the law of its respective jurisdiction to carry out its own business, trade and ordinary activity;

has obtained all necessary consents and approvals in connection with the execution, delivery, and performance of this Agreement and in order to lawfully comply with its obligations thereunder and all such consents and approvals are in full force and effect and are admissible in evidence;

does and will not breach any of its Organizational Documents or any applicable law, statute, rule or regulation, or any judgement, decree or permit binding on it or on its assets by entering into this Agreement;

does not breach any agreement or other instrument binding upon it by entering into this Agreement;

is not insolvent, over-indebted or subject to a court-ordered restructuring procedure, nor is such insolvency, over-indebtedness or procedure threatened against it; and

has reviewed a complete copy of the Finance Contract and has full and complete knowledge of the terms and conditions thereof.

the Company:

will have full corporate power and corporate capacity and has obtained all corporate approvals to pay the Put Option Price or any part thereof as and when due;

will have full corporate power and corporate capacity and has obtained all corporate approvals to pay the Call Option Price or any part thereof as and when due;

has its corporate seat in the United States of America; and

as of the date of this Agreement, has granted no Instruments other than those described in Fully Diluted Share Capital of the Company as per Schedule 4 (Capitalization Table).

the Board of Directors of the Company will, at such time as the Put Option or Call Option is exercised, have full corporate power and capacity under Applicable Law, the Charter, and the other Organizational Documents of the Company, and any relevant decisions by the corporate bodies of the Company, to approve payment of the relevant Put Option Price or Call Option Price in accordance with this Agreement without need for any further approval from any corporate body of the Company or from any third-party.

the capitalization table set out in Schedule 4 (Capitalization Table) is true, correct and complete and reflects the Fully Diluted Share Capital of the Company as of the date of this Agreement.

UNDERTAKINGS

Positive undertakings by the Company. The Company undertakes to the Permitted Warrantholder, in connection with issuing the Warrants and issuing any Warrant Shares to the Permitted Warrantholder following the exercise of the Warrants, to:

take all acts at its own initiative or upon request from the Permitted Warrantholder in order to implement or facilitate any of the transactions contemplated by, and in compliance with, this Agreement and the Warrant Agreements;

timely file all reports required to be filed with the SEC pursuant to the Exchange Act; and

take all such other reasonable action, taking into account Applicable Law in the jurisdiction of the Company, to be necessary or desirable for any of the purposes named in this Clause 10.1 (Positive undertakings by the Company).

Negative undertakings by the Company. For so long as any Warrants remain exercisable or outstanding, the Company shall not, except with the written consent of the Permitted Warrantholder:

take any action that may result in any Warrants not being exercisable or the Warrant Shares not being issuable in the terms set out in this Agreement and the Warrant Agreements, including revoking any authority granted to any corporate body of the Company to issue the Warrants or the Warrant Shares or to take any prior or subsequent step required under Applicable Law to give effect to either issue;

alter or amend the rights attaching to the Instruments or the provisions of the Charter or any other Organizational Documents of the Company in such a way which has, or is likely to have, whether at the relevant time or after such time, an adverse effect on the rights, preferences or privileges of the Warrant Shares; or

convert the Company into an entity of another form under any jurisdiction and in no event shall any such conversion be permitted if the resulting entity will be incorporated or located in a country which is in a jurisdiction that is blacklisted by any Lead Organization 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.

LIQUIDATION OF THE COMPANY

Procedure on Liquidation. If, at any time any Warrants remain exercisable or outstanding, an order is made, or an effective resolution is passed for the liquidation, winding-up, or dissolution of the Company or for any other dissolution of the Company by operation of law:

the Company shall immediately send to the Permitted Warrantholder a written notice stating that such an order has been made or resolution has been passed or other dissolution is to be effected;

to the extent permitted by Applicable Law, the Permitted Warrantholder will be entitled to receive out of the Company’s assets which would otherwise be available in the liquidation to the holders of Shares, the amount it would have received under the Charter had it been the holder of the Warrant Shares to which it would have become entitled by virtue of an exercise of the Warrants minus the aggregate Strike Price payable to the Company to exercise such Warrants as of such date; and

Notwithstanding the foregoing, the Put Option shall automatically be exercised, without notice of further action by any party, upon a Bankruptcy or Insolvency Event.

Subject to compliance with Clause 3 (Issuance of the Warrants) and 11.1 (Procedure on Liquidation), this Agreement will terminate on liquidation of the Company.

FINANCE CONTRACT

Paragraph (a) of Article 7.1 (Borrower undertakings and representations) of the Finance Contract, save that the references to the Borrower shall be deemed to be references to the Company.

Paragraph (b) of Article 7.1 (Borrower undertakings and representations) of the Finance Contract, save that:

the Repeating Representations as defined in the Finance Contract only include the representations set out in Paragraph 1 (Authorizations and Binding Obligations), Paragraph 4 (No proceedings), Paragraph 7 (Anti-Corruption) and Paragraph 8 (Accounting and Tax) of Schedule G (Representations and Warranties) of the Finance Contract; and

such Repeating Representations are deemed to be made by the Company on 1 January and 1 July of each year.

Article 7.2 (Borrower undertakings and representations) of the Finance Contract, save that:

the undertakings of the Finance Contract which the Company shall undertake include all undertakings in Schedule I (Information and Visits) and the following undertakings in Schedule H (General Undertakings):

Paragraph 4 (Compliance with laws),

Paragraph 5 (Environment and Social Matters),

Paragraph 6 (Integrity),

Paragraph 10 (Change in business),

Paragraph 11 (Merger),

Paragraph 12 (Books and records),

Paragraph 22 (Maintenance of Status), and

Paragraph 26 (Sanctions).

ASSIGNMENT

No Party may assign, transfer, charge, or deal in any other manner with any of its rights or obligations under this Agreement, except (i) as otherwise consented to by the Parties in writing or (ii) in the case of the Warrant Holder, to a Permitted Warrantholder Transferee. Subject to the foregoing, and except as otherwise provided herein, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of the respective successors and permitted assignees of the parties.

Subject to the express provisions of this Agreement, the Warrant Agreements are assignable or transferable in accordance with the terms thereof.

BUSINESS DAYS

CERTIFICATES AND DETERMINATIONS

AMENDMENT

WAIVER

RIGHTS AND REMEDIES ARE CUMULATIVE

INVALIDITY

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

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

NO PARTNERSHIP

NOTICES

Contact details. Notices and other communications given under or in connection with this Agreement addressed to a Party shall be made to the address or e-mail address (and the department for whose attention the communication is to be made) as set out below, or to such other address or e-mail address as a Party previously notifies to the other Parties in writing:

For the Original Warrantholder:

For the Company:

For any Permitted Warrantholder other than the Original Warrantholder, such address, attention and e-mail address as that Permitted Warrantholder may notify the other Parties pursuant to the notice provisions of this Clause 21 (Notices).

Changes to notice address. Each Party shall promptly notify the other Parties in writing of any change in their respective communication details.

Language for notices. Any notice or other communication given under this Agreement must be in writing and in the English language.

Notices setting deadlines. Notices and other communications, for which fixed periods are laid down in this Agreement or which themselves fix periods binding on the addressee, may be made by hand delivery or registered letter with acknowledgement of receipt. Such notices and communications shall be deemed to have been received by the relevant Party on the date of delivery.

Other notices. Other notices and communications may be made may be made by hand delivery, registered letter, or e-mail, which shall be effective upon confirmation of receipt.

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

Evidence of signing authority. Notices issued by the Company pursuant to any provision of this Agreement shall, where required by the Permitted Warrantholder, be delivered to the Permitted Warrantholder together with satisfactory evidence of the authority of the person or persons authorized to sign such notice on behalf of the Company and the authenticated specimen signature of such person or persons.

COSTS

The Company shall bear the costs and expenses of the Permitted Warrantholder in relation to the preparation, negotiation, execution, implementation, enforcement and termination of this Agreement or any ancillary documents, as well as any subsequent amendments, supplements, or waivers of or to this Agreement or any ancillary document, including the costs of any legal, accountancy, and other advisors and any exchange charges incurred, provided that the Company shall not be responsible for any costs or expenses of the Permitted Warrantholder in connection with a transfer or sale of the Warrants or Warrant Shares by the Permitted Warrantholder. All legal costs incurred by the Permitted Warrantholder, including local counsel, shall be borne by the Company and payable as a condition precedent to the disbursement of Tranche A, Tranche B, and Tranche C, as the case may be, under the Finance Contract.

TAXES, DUTIES, AND FEES; INTEREST ON OVERDUE SUMS; PAYMENTS

Company to pay all taxes. The Company shall pay all taxes, duties, fees, and other impositions of whatsoever nature , including stamp duty and registration fees, arising out of the creation, preparation, execution, implementation, perfection, registration, enforcement, amendment (including supplements and waivers) or termination arising out of this Agreement, any Warrants Agreements, or any ancillary document, including in connection with the exercise of the Warrants or of the Put Option or Call Option as set out under this Agreement, provided that the Company shall not be responsible for (i) any transfer tax payable in connection with the Permitted Warrantholder transferring or selling the Warrants or Warrant Shares, (ii) any capital gains and income taxes and any similar taxes and duties attributable to the Permitted Warrantholder, or (iii) any incremental tax due to the identity or tax characteristics of the Permitted Warrantholder as compared to the Original Warrantholder.

Company to gross up. The Company (or any nominee thereof paying any amount due under this Agreement) shall pay all amounts due to the Permitted Warrantholder under this Agreement gross without any withholding or deduction of any national or local impositions whatsoever, provided that if any such withholding or deduction is required by law or by an agreement with a governmental authority or otherwise, the Company (or such nominee) will gross up the payment to the Permitted Warrantholder so that after withholding or deduction, the net amount received by the Permitted Warrantholder is equivalent to the sum due; provided further that, the Parties shall cooperate and use their commercially reasonable efforts to deliver any documentation that may be required as will permit such amounts to be made without withholding or at a reduced rate of withholding.

Interest. If the Company fails to pay any amount payable to the Permitted Warrantholder by it under this Agreement on its due date, interest shall accrue on any such overdue amount from the due date to the date of actual payment at an annual rate equal to EURIBOR plus 2% (two percent) (200 (two hundred) basis points) and shall be payable in accordance with the demand of the Permitted Warrantholder. The Borrower hereby agrees in advance to have the unpaid interest due for a period of more than 1 (one) year compounded and such unpaid interest will in turn produce interest at the interest rate set out in this Clause 23.3 (Interest).

Currency. If the overdue amount is in a currency other than the currency of the Loan, the relevant interbank rate, or as determined by the Permitted Warrantholder, the relevant risk-free rate that is generally retained by the Permitted Warrantholder for transactions in that currency plus 2% (two percent) (200 (two hundred) basis points) shall apply, calculated in accordance with the market practice for such rate.

Fractional time. Any amount due under this Clause 23.3 (Interest) and calculated in respect of a fraction of a year shall be determined based on a year of three hundred and sixty (360) days and the number of days elapsed.

Timing and method of payment.

Any sum payable by the Company to the Permitted Warrantholder under this Agreement or any Warrant Agreement shall be paid promptly to such account as notified by the Permitted Warrantholder to the Company in writing, provided that such account complies with Applicable Law.

Any disbursements by and payments to the Permitted Warrantholder under this Agreement or any Warrant Agreement shall be made using account(s) acceptable to the Permitted Warrantholder. Any account in the name of the Company held with a duly authorized financial institution in the jurisdiction where the Company is incorporated or where the Investment (as defined in the Finance Contract) is undertaken is deemed acceptable to the Permitted Warrantholder.

Eur

SET-OFF

No set-off by the Company. All payments to be made by the Company to the Permitted Warrantholder under this Agreement shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

Set-off by Permitted Warrantholder. The Permitted Warrantholder may set off any matured obligation due from the Company (to the extent beneficially owned by the Permitted Warrantholder) against any obligation (whether or not matured) owed by the Permitted Warrantholder to the Company (including the Strike Price owed with respect to any Warrants), regardless of the place of payment, booking branch, or currency of either obligation. If the obligations are in different currencies, the Permitted Warrantholder 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 Permitted Warrantholder may set off in an amount estimated by it in good faith to be the amount of that obligation. All payments to be made by a Warrantholder (as defined in the Warrant Agreements) other than the Permitted Warrantholder under this Agreement shall be calculated and made without (and free and clear of any deduction for) set-off or counterclaim.

COUNTERPARTS

FURTHER ASSURANCE

THIRD PARTY RIGHTS

MUTUAL DRAFTING

ENTIRE AGREEMENT

GOVERNING LAW; JURISDICTION; WAIVER OF TRIAL BY JURY; REMEDIES

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of the State of New York, without regard to any to principles of conflicts or choice of law in the State of New York or in any other state.

Each of the Parties irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan, in any action or proceeding arising out of or relating to this Agreement for recognition or enforcement of any judgment, and each of the Parties hereto irrevocably and unconditionally agrees, to the fullest extent permitted by Applicable Law, that all claims in respect of any such action or proceeding may be heard and determined in such state or federal court sitting in the City of New York in the Borough of Manhattan. Each of the Parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION OR LITIGATION ARISING OUT OF, OR IN CONNECTION WITH, OR RELATING TO, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE.

The Permitted Warrantholder, in addition to being entitled to exercise all rights granted by Applicable Law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement, and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

NO MNPI OR PROHIBITED DISCLOSURES

Notwithstanding anything set out in this Agreement (including, but not limited to, in Clause 5 (Events)), the Company shall not be required to submit any information to the Permitted Warrantholder to the extent (i) such information constitutes confidential information of a third party and disclosure is prohibited by agreement between the Company and such third party, (ii) such information is not in the Company’s possession and is not reasonably obtainable, or (iii) this would be contrary to applicable mandatory laws.

If considered necessary by the Permitted Warrantholder and to the extent possible pursuant to applicable laws, the Parties shall cooperate or conclude separate arrangements in order to grant the Permitted Warrantholder access to such information or documents that cannot otherwise be provided to the Permitted Warrantholder pursuant to Clause 32.1 (No MNPI or Prohibited Disclosures), 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 Permitted Warrantholder and such information constitutes, in the Company’s reasonable judgment, material non-public information (“MNPI”), the Company shall (i) clearly designate the information as such and the Company shall provide notice to the Permitted Warrantholder in advance of providing to the Permitted Warrantholder any such MNPI, (ii) only provide the Permitted Warrantholder with such information and only to the persons that the Permitted Warrantholder has disclosed to the Company as being authorized to receive such information, (iii) label the information such that it is clear that the information qualifies as MNPI, (iv) clearly designate the information as indicate the sections of the information provided to the Permitted Warrantholder qualifies as “MNPI,” (v) clearly indicate the basis on which the information is being disclosed to the Permitted Warrantholder and confirming that the information has not been unlawfully disclosed and (vi) provide the Permitted Warrantholder with information as to the time at which the Company expects such information will no longer be classified as MNPI.. To the extent that the Company discloses information to the Permitted Warrantholder and does not believe such information constitutes MNPI and the Permitted Warrantholder disagrees with the Company’s determination, the Permitted Warrantholder may submit a request for information reasonably required to understand the rationale behind the Company’s determination and the Company will provide such information within two (2) Business Days following the Permitted Warrantholder’s request for information.

Without prejudice to the other rights of the Permitted Warrantholder set forth in this Agreement, the Permitted Warrantholder may at any time deliver written notice (an “Opt-out Notice”) to the Company requesting that the Permitted Warrantholder not receive materials designated as containing MNPI; provided however that such Opt-out Notice may be subsequently revoked by the Permitted Warrantholder at any time. Following receipt of an Opt-Out Notice from the Permitted Warrantholder (unless subsequently revoked), (i) the Company shall not deliver any MNPI to the Permitted Warrantholder, except as required by applicable law and (ii) for the avoidance of doubt, the Company shall not be required to deliver any MNPI to the Permitted Warrantholder notwithstanding the provisions of this Agreement.

To the extent that the Permitted Warrantholder does receive MNPI in accordance with this Agreement, the Permitted Warrantholder will: (a) 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 this Agreement (the “Purpose”), (b) not disclose such MNPI, except to its Affiliates and its and their employees, consultants, contractors, subcontractors and agents who (i) require access to such MNPI for the Purpose, and (ii) have been informed of the limitations on use and disclosure of such MNPI created by this Agreement, (c) 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 (d) process any personal data contained in MNPI solely in accordance with applicable data protection legislation.

TERMINATION

ORIGINAL WARRANTHOLDER

Executed by

The European Investment Bank

acting by:

/s/ Maria-Teresa MASSAAD

Maria-Teresa MASSAAD

Yu ZHANG

Head of Division

Head of Division

Executed by

IO Biotech, Inc.

acting by:

/s/ Mai-Britt Zocca

IO Biotech, Inc.

[ *** ]

NOTE TO FORM: To be adapted if Warrants under multiple tranches are to be subject to the Put Option.

IDENTITY AND SELECTION OF EXPERT

DUTIES OF EXPERT

determine (as appropriate) the Fair Market Value for any Warrant Shares on the basis set out in paragraph 3 (Basis of Valuation); and

within one (1) month of the matter being referred to it, give written notice of its determination to the Parties (the “Expert’s Certificate”), together with a written explanation setting out in reasonable detail the basis and methods used for the purposes of the calculations performed under the previous subparagraph.

BASIS OF VALUATION

if Shares of Common Stock are listed on a Trading Market, Fair Market Value shall be equal to the 5-Day VWAP; or

if Shares of Common Stock are not listed on a Trading Market, the fair market value of a Share of Common Stock as determined in accordance with the following valuation principles:

based on the full equity value of the Company and the terms of its outstanding securities without any discount for lack of liquidity, lack of control, restrictions on marketability, minority interests or lack of other rights of equity holders;

by applying techniques that are appropriate in light of the nature, facts, and circumstances of such Shares;

using reasonable current market data and inputs combined with market participant assumptions; and

taking into account valuations retained in previous transaction or offers related to Instruments of the Company over the preceding twelve (12) month period;

based on the price that would be received for an asset or paid to transfer a liability in an Orderly Transaction, given market conditions at the measurement date, between market participants that are (i) independent of each other, (ii) knowledgeable of the market, (iii) able to transact and willing to transact, that is, they are motivated but not forced or otherwise compelled to do so. For the purposes hereof, any preferred rights shall be taken into consideration for the purposes of such valuation. For the avoidance of doubt, should part of the price be paid in kind (e.g., by exchange with shares of the acquirer), the Put Option Price shall be settled in cash by the Borrower in accordance with Clause 6.2 (Put Option), based on the cash consideration for a Share of Common Stock;

adding up any common and preferred distributions made to Shareholders or holder of Instruments giving rise to any kind of distribution or profit entitlement since the date of issuance of the respective Warrants which have not been paid to the Permitted Warrantholder;

such valuation to be by guided by the International Private Equity and Venture Capital Valuation Guidelines as such are amended from time to time.

TERMS OF APPOINTMENT OF EXPERT

EXPERT REFUSING OR CEASING TO ACT

LANGUAGE

PARTIES TO PROVIDE INFORMATION AND MAKE SUBMISSIONS

EXPERT MAY DETERMINE PROCEDURES

CONDUCT OF PARTIES

EXPERT NOT ARBITRATOR

COSTS OF THE EXPERT