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SCHEDULE 1 CONDITIONS PRECEDENT TO THE AMENDMENT DEED

SCHEDULE 2 AMENDMENTS

VECTIVBIO HOLDING AG a public corporation incorporated and organized under the laws of Switzerland, having its registered office in Aeschenvorstadt 36, 4051 Basel, Switzerland and registered with the commercial register of the Canton of Basel-Stadt under the company identification number CHE-289.024.902 (the Borrower);

VECTIVBIO AG a private corporation incorporated and organized under the laws of Switzerland, having its registered office in Aeschenvorstadt 36, 4051 Basel, Switzerland and registered with the commercial register of the Canton of Basel-Stadt under the company identification number CHE-242.508.908 (VectivBio AG);

VECTIVBIO US, INC. a Delaware corporation with Delaware business entity file number 7718004 whose registered agent in the State of Delaware is United Corporate Services, Inc., 874 Walker Road, Suite C, Dover, Delaware 19904, United States of America (VectivBio US);

GLYPHARMA THERAPEUTIC INC. / GLYPHARMA THÉRAPEUTIQUE INC. a corporation formed under the laws of the Province of Québec (Canada) and registered in the Province of Québec (Canada) under number 1168473560, having its registered office at 504-1188 Union Avenue, Montréal, Québec, Canada H3B 0E5 (GTI);

VECTIVBIO COMET AG a private corporation incorporated and organized under the laws of Switzerland, having its registered office in Aeschenvorstadt 36, 4051 Basel, Switzerland and registered with the commercial register of the Canton of Basel-Stadt under the company identification number CHE-301.438.518 (VectivBio Comet), and the survivor of the merger with Comet Therapeutics, Inc., a Delaware corporation, which was effective as of July 17, 2022 (Comet Therapeutics),

KREOS CAPITAL VI (UK) LIMITED incorporated and registered in England and Wales with company number 11535385 whose registered office is at AMF Building, 25 Old Burlington Street, London, W1S 3AN (the Lender or Original Lender).

This Deed is supplemental to the TLA and CLA (as defined below).

The Comet Swiss Merger (as defined in the Original Loan Agreements (as defined below)) has completed on 7 July 2022 and accordingly Comet Therapeutics ceased to exist as a separate legal entity.

The parties hereto have agreed to amend the Original Loan Agreements (as defined below) on the terms hereof.

Interpretation

references to Clauses and Schedules are to be construed as references to the clauses of, and the schedules to, this Deed as amended from time to time and references to sub-clauses shall unless otherwise specifically stated be construed as references to the sub-clauses of the clause in which the reference appears;

words importing the singular shall include the plural and vice versa;

the words “other” and “otherwise” shall not be construed ejusdem generis with any foregoing words where a wider construction is possible; and

the words “including” and “in particular” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they take effect as, limiting the generality of any foregoing words.

Original Loan Agreements defined terms

Finance Document

REPRESENTATIONS AND WARRANTIES

The representations in Schedule 11 (Representations and Warranties) of the Original Loan Agreements (other than paragraph 18.2 (Ownership of shares in Comet Therapeutics) of such schedule) and in clause 10.2 (Conversion Rights) of the CLA are deemed to be made by each Obligor (by reference to the facts and circumstances then existing) on:

the date of this Deed; and

the Effective Date,

any reference to “this Agreement” in such representations should be construed as references, on the date of this Deed, to this Deed and to the Original Loan Agreements and, on the Effective Date, to this Deed and to the Amended Loan Agreements; and

any reference to “Group Structure Chart” in paragraph 29 (Group Structure Chart) in Schedule 11 (Representations and Warranties) of the Original Loan Agreements should be construed as references to the Group Structure Chart delivered to the Lender pursuant to Schedule 1 of this Deed.

AMENDMENTS AND WAIVER

The Parties agree that, on and with effect from the Effective Date, the amendments to the Original Loan Agreements set out in Schedule 2 shall become effective and each Original Loan Agreement shall be amended so that they shall be read and construed for all purposes as amended by the amendments set out in Schedule 2 so that the rights and obligations of the parties to the Original Loan Agreements shall be governed by, and construed in accordance with, the terms of the Amended Loan Agreements.

The Parties agree that, on and with effect from the Effective Date, they shall have the rights and take on the obligations ascribed to them under the Amended Loan Agreements.

Notwithstanding the terms of the Original Loan Agreements and the Amended Loan Agreements, we hereby waive the requirements set out in:

paragraph 1.4.2 of Part 3 (Conditions Subsequent) of Schedule 3 (Conditions) of the Original Loan Agreements and the Amended Loan Agreements, on the condition that (i) the bank account set out in such paragraph remain primarily as a payroll account, and (ii) in any event the balance of any deposit in such bank account which is not for payroll purposes shall remain less than [***] at all times; and

paragraph 1.4.1 of Part 3 (Conditions Subsequent) of Schedule 3 (Conditions) of the Original Loan Agreements and the Amended Loan Agreements, on the condition that the balance of any deposit in such bank account in Canada shall remain less than [***] at all times,

CONDITIONS PRECEDENT

CONDITIONS SUBSEQUENT

no later than [***] Business Days of the date of this Deed (or such longer period as the Lender may agree in writing and in its sole discretion), the Collateral Assignment of Acquisition Agreement in respect of the US Merger Agreement, executed and delivered by SDI, the Borrower and VectivBio Comet (as the successor by merger to Comet Therapeutics);

no later than [***] Business Days of the date of this Deed (or such longer period as the Lender may agree in writing and in its sole discretion), confirmation in writing from Silicon Valley Bank that VectivBio Comet has succeeded Comet Therapeutics as the account owner of the Silicon Valley Bank account ending [***];

no later than [***] calendar days of the date of this Deed, evidence that it has filed an amendment to its Form F-3 registration statement under the Securities Act covering the re-sale of the additional Conversion Shares by the Lender. The Borrower shall use its commercially reasonable efforts to cause such registration statement to become effective under the Securities Act as soon a practically possible;

no later than [***] calendar months of the date of this Deed (or such longer period as the Lender may agree in writing and in its sole discretion), a copy of the confirmation of recordal issued by CIPO in respect of the notice of security submitted to CIPO for Canadian-registered Intellectual Property;

no later than [***] calendar months of the date of this Deed (or such longer period as the Lender may agree in writing and in its sole discretion), evidence of the registrations of the Lender’s security interest over the Patents in accordance with paragraph 2.8 (Conditions Subsequent) of Schedule 2 (Drawdown) of the Amended Loan Agreements;

no later than [***] calendar months of the date of this Deed (or such longer period as the Lender may agree in writing and in its sole discretion), evidence of the registrations of the Lender’s security interest over patent number [***] at the patent registry in the UK, the Swiss Institute of Intellectual Property and patent registries in Europe where such patent has been validated (including Denmark, France, Germany, Ireland, Italy, the Netherlands and Spain) in accordance with paragraph 2.8 (Conditions Subsequent) of Schedule 2 (Drawdown) of the Amended Loan Agreements; and

no later than [***] Business Days of the date of this Deed (or such longer period as the Lender may agree in writing and in its sole discretion), evidence of the filing/recordation of a copy of the certificate of merger that was filed with the Delaware Division of Corporations on 7 July 2022 with the US Patent and Trademark Office with respect the merger of Comet Therapeutics with VectivBio Comet to preserve of the chain of title of the patents and patent applications of Comet Therapeutics in which a security interest was granted in favour of Lender.

CONTINUITY AND FURTHER ASSURANCE

References to Original Loan Agreements

Continuing obligations

Confirmation of Security

For the avoidance of doubt, each Obligor confirms and acknowledges for the benefit of the Lender that, the Security Interests created by it pursuant to each Security Document to which it is a party shall (a) remain in full force and effect notwithstanding the amendments referred to in Clause 3 (Amendments) and (b) continue to secure its Secured Liabilities under the Finance Documents as amended (including, but not limited to, under the Amended Loan Agreements).

For the avoidance of doubt, VectivBio Comet confirms that following the Comet Swiss Merger, any Security Interests created by Comet Therapeutics pursuant to each Security Document to which the latter is a party shall (a) remain in full force and effect notwithstanding the amendments referred to in Clause 3 (Amendments) and the Comet Swiss Merger and (b) continue to secure its Secured Liabilities under the Finance Documents as amended (including, but not limited to, under the Amended Loan Agreements).

Further assurance

MISCELLANEOUS

GOVERNING LAW AND JURISDICTION

Law

Jurisdiction of English courts

The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed (including a dispute relating to the

The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

Notwithstanding Clause 8.2.1 above, the Lender (and any Receiver or Delegate) shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Lender (and any Receiver or Delegate) may take concurrent proceedings in any number of jurisdictions.

AMENDMENTS

The Loan Summary of each Original Loan Agreement shall be amended as follows:

In the row titled “Availability Period”, the date “30 September 2022” shall be replaced by “31 May 2024” and the date “31 December 2022” shall be replaced by “30 June 2024”;

In the row titled “Compulsory draw down”, the first paragraph shall be deleted in its entirety and replaced with the following:

In the row titled “Early repayment terms”, the following new paragraph shall be inserted at the end:

The Loan Summary of the CLA shall be amended as follows:

In the row titled “Conversion Price”, the content shall be deleted in its entirety and replaced with the following:

Part 1 (Common Definitions) of Schedule 1 of each Original Loan Agreement shall be amended as follows:

the following two new definitions shall be inserted into this Part:

the definition of “VWAP Calculation Date” shall be deleted in its entirety and replaced with the following:

Clause 1.1 of the CLA shall be amended as follows:

the definition of “Conversion Price” shall be deleted in its entirety and replaced with the following:

Clauses 5.2 and 14.1.1 of the CLA shall be amended by:

replacing the words “the Loan” in its first appearance in the clause with the words “any Loan”; and

adding the following words at the end of the clause:

Clause 14.1.1 of the CLA shall be further amended by replacing the words “the Loan” in its second appearance with the words “such Loan”.

A new clause 5.5 shall be inserted in the CLA as follows:

Part 2 (Interpretation) of Schedule 1 of each Original Loan Agreement shall be amended by inserting a new paragraph 1.28 as follows: “any reference to “the date of this Agreement” means 26 March 2022.”

Schedule 2 (Drawdown) of each Original Loan Agreement shall be amended as follows:

Paragraph 2.1 (Availability Period) shall be deleted in its entirety and replaced with the following:

Availability Period

each of Loan A1 and A2 is to be drawn down before 31 May 2024; and

Loan B is to be drawn down before 30 June 2024.”

Paragraph 2.3 (Minimum Drawdown) shall be deleted in its entirety and replaced with the following:

Minimum Drawdowns

Schedule 6 (Additional Repayment Terms and Prepayment) of each Original Loan Agreement shall be amended as follows:

Paragraph 2.1.1 shall be amended by adding the following words at the end of this paragraph: “The Borrower shall specify in the Prepayment Notice the Loan which it is proposing to prepay by stating the Drawdown Date and the principal amount of such Loan.”

Paragraph 2.3.2 shall be amended by adding the following words at the end of this paragraph: “, and all relevant rights, remedies, powers and discretions under the Second Warrant Agreement shall also become immediately exercisable by the Holder (as defined in the Second Warrant Agreement) in relation to the Loans and accrued interest comprised in such due and payable sums.”

Schedule 8 (Fees, Charges and Expenses) of each Original Loan Agreement shall be amended by replacing paragraph 1.3 as follows:

Prepayment fee

if prepayment occurs within 12 months of drawdown of the Loan, a prepayment fee equal to all interest that would have been payable on the amount prepaid from the date of prepayment to the Termination Date discounted by 4% for each year or part year remaining to the Termination Date (interest for a part year being calculated on a daily basis);

if prepayment occurs within 13 to 24 months of drawdown of the Loan, a prepayment fee equal to 5% (five per cent) of principal amount of the Loan outstanding;

if prepayment occurs within 25 to 36 months of drawdown of the Loan a prepayment fee equal to 3% (three per cent) of principal amount of the Loan outstanding;

if prepayment occurs after 36 months of drawdown of the Loan, a prepayment fee equal to 1% (one per cent) of principal amount of the Loan outstanding,

if prepayment occurs on or before 30 September 2023, a prepayment fee equal to the aggregate of: (i) all interest that would have been payable on the Second Total Compulsory Drawdown Amount from the date of prepayment (as if the Second Total Compulsory Drawdown Amount was

In addition to the fees payable under paragraph 1.3.1(a) to (d) above, if for any reason the Borrower has not complied with its obligations to draw down the Second Total Compulsory Drawdown Amount in accordance with paragraph 2.3.2 (Minimum Drawdowns) of Schedule 2 (Drawdown), a commitment fee equal to the aggregate of: (i) all interest that would have been payable on the Second Total Compulsory Drawdown Amount from 30 September 2023 to the Termination Date (interest for a part year being calculated on a daily basis) and (ii) the End of Loan Payment that would have been payable on the Second Total Compulsory Drawdown Amount, both discounted by 4% for each year or part year remaining. No fees shall be payable under this paragraph if the prepayment fee under paragraph 1.3.1(e) above is payable.”

Schedule 11 (Representations and Warranties) of each Original Loan Agreement shall be amended by adding in paragraph 19.3 the words “and the Second Warrant Agreement” after the words “and the Warrant Agreement”.

Schedule 21 (Conversion Notice) of the CLA shall be amended by replacing paragraph 4 as follows:

Schedule 13 (Information Covenants) of each Original Loan Agreement shall be amended by inserting a new paragraph 4.1.9 as follows: “quarterly from the date of the First Amendment Deed, copies of the account statements of the bank accounts of each Obligor at Silicon Valley Bank and the Royal Bank of Canada.”

Schedule 14 (Events of Default and Acceleration) of each Original Loan Agreement shall be amended by inserting a new limb (d) under paragraph 1.2.1 as follows: “clause 5 (Conditions Subsequent) of the First Amendment Deed.”

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SCHEDULE 1 FORM OF SUBSCRIPTION NOTICE

SCHEDULE 2

SCHEDULE 3 WARRANT CERTIFICATE

VECTIVBIO HOLDING AG a public corporation, incorporated and organized under the laws of Switzerland, having its registered office in Aeschenvorstadt 36, 4051 Basel Switzerland, and registered with the commercial register of the Canton of Basel-Stadt under the company identification number CHE-289.024.902 (the Company);

KREOS CAPITAL VI (EXPERT FUND) LP, a limited partnership incorporated in Jersey with registration no. 2770, whose registered office is at 47 Esplanade, St. Helier, Jersey JE1 OBD, Channel Islands (the Holder).

The Company and Kreos Capital VI (UK) Limited, a wholly owned subsidiary of the Holder, have entered into a term loan facility agreement for the provision of a loan of up to EUR equivalent of US$56,250,000 million and a convertible loan agreement for the provision of a convertible loan of up to EUR equivalent of US$18,750,000 million, both dated 26 March 2022, as amended by a deed of amendment dated on or around the date of this Agreement (each a Facility Agreement and together the Facility Agreements).

In connection with entering into the deed of amendment to the Facility Agreements, the Company has agreed to issue additional warrants to the Holder to subscribe for Warrant Shares in the share capital of the Company on the terms set out in this Agreement, subject to adjustment as set out in this Agreement.

DEFINITIONS & INTERPRETATIONS

The following definitions (unless the context requires otherwise) shall apply in this Agreement:

In this Agreement, unless the context otherwise requires or specifies:

a reference to the winding-up or dissolution of an undertaking shall be construed so as to include any equivalent or analogous proceedings under the law of any jurisdiction in which any undertaking is established, organized or incorporated or any jurisdiction in which such undertaking carries on business;

a reference to bankruptcy proceedings shall be construed so as to include any proceedings, suits or actions for the bankruptcy, liquidation, administration, receivership, suspension of payments, arrangement or relief of debtors, or the appointment of a bankruptcy trustee, administrator, administrative receiver, liquidator, trustee or similar official, and any equivalent or analogous proceedings under the law of the jurisdiction pursuant to which the undertaking is organized, established or incorporated or in any jurisdiction in which such undertaking carries on business;

headings are used for convenience only and shall be ignored in interpreting this Agreement;

reference to a clause or schedule is a reference to a clause of, or schedule to, this Agreement;

reference to (or to any specific provision of) this Agreement or any other document or instrument shall be construed as a reference to this Agreement, that provision or that document or instrument as in force for the time being and as amended from time to time in accordance with its terms;

reference to any gender includes all genders, references to the singular includes the plural (and vice versa) and reference to persons includes bodies corporate, unincorporated associations and partnerships (whether or not any of the same have a separate legal personality);

reference to a statutory provision includes reference to:

the statute or statutory provision as modified or re-enacted from time to time; and

any subordinate legislation made under the statutory provision (as modified or re-enacted as set out in clause 1.2.7(a) above);

any words following the terms including, include, in particular, for example or any other similar expression shall be construed as illustrative and shall not limit the sense of the words, description, phrase or term preceding those words; and

a person includes any individual, firm, body corporate, association or partnership, government or state (whether or not having a separate legal personality).

This Agreement incorporates the schedules to it.

Unless otherwise specifically provided, where any notice, resolution or document is required by this Agreement to be signed by any person, the reproduction of the signature of such person by fax and/or email shall suffice.

CONSTITUTION AND FORM OF WARRANTS

This Agreement constitutes warrants, which in aggregate give the Holder the right, upon the terms and subject to the conditions set out in this Agreement, to subscribe in cash (subject to clause 8 (Mechanics of Exercise)) at a price per share equal to the Subscription Price for such number of Warrant Shares calculated in accordance with clause 3 (Calculation of number of Warrant Shares).

Subject to clause 8 (Mechanics of Exercise), the Holder shall be entitled to subscribe in cash at the Subscription Price for that number of Warrant Shares in respect of which it is entitled to be recorded as the Holder in the Company’s share register (Aktienbuch) on the terms set out in this Agreement.

The Warrants are issued subject to the Articles and otherwise on the terms of this Agreement which are binding upon the Company and the Holder and all persons claiming through them.

The Company shall issue to the Holder a Warrant Certificate in respect of that number of Warrants to which it is entitled as soon as reasonably practicable following the Holder becoming entitled to such Warrants in accordance with clauses 3.1.1, 3.1.2 and/or 3.1.3.

If a Warrant Certificate is mutilated, defaced, lost, stolen or destroyed, the Company will replace it on such terms as to evidence and indemnity as the Company may reasonably require and subject to the Holder paying the Company’s reasonable costs (if any) in connection with the issue of the replacement. The Holder shall do and perform all such acts and things, and shall execute and deliver all such other documents and instruments, as may be reasonably required to replace such mutilated, defaced, lost, stolen or destroyed Warrant Certificate.

Mutilated or defaced Warrant Certificates must be surrendered before replacements will be issued.

If a Warrant Certificate delivered with a Subscription Notice is for a greater number than the Warrants included in the Subscription Notice, the Company shall issue a new Warrant Certificate to the Holder for the balance of the Warrants not included in the Subscription Notice within 5 Business Days of the date of issue of the Warrant Shares included in the Subscription Notice.

CALCULATION OF NUMBER OF WARRANT SHARES

The Company grants to the Holder on the following dates, the right to subscribe, at the Holder’s sole discretion only, for the following number of Warrant Shares:

on the date of a Prepayment Event of the Loan comprising the First Total Compulsory Drawdown Amount, such number of Warrant Shares as is equal to Y, where Y equals:

on the date of a Prepayment Event of the Loan comprising the Second Total Compulsory Drawdown Amount, such number of Warrant Shares as is equal to Y, where Y equals:

on the date of a Prepayment Event of any Loan comprising a CLA Drawdown Balance, such number of Warrant Shares as is equal to Y, where Y equals:

For the avoidance of doubt, where no Prepayment Event occurs before the Final Date, the Holder shall not have any Subscription Rights pursuant to this Agreement.

DURATION, EXERCISE AND SUBSCRIPTION PRICE

Subject to clauses 3, 4.2, 4.3 and 8, the Holder shall have the right, at any time prior to the Final Date, by delivering a Subscription Notice to the Company in accordance with clause 8 (Mechanics of Exercise), to subscribe for all, or part of the Warrant Shares against payment of the aggregate Subscription Price.

The Company shall give the Holder [***] prior written notice of the Final Date. Furthermore, in the event of a Takeover, the Company shall give the Holder [***] Business Days’ prior written notice of such Takeover (subject always to compliance with applicable law and regulation).

If a Takeover Offer becomes wholly unconditional before the Subscription Rights in respect of the then outstanding Warrants have been exercised, the Company shall use all commercially reasonable endeavours to procure that an appropriate offer is extended to the Holder by the Buyer on no less favourable terms in respect of any unexercised Warrants on the date of the Takeover.

REALISATION EVENT

The Company shall give the Holder [***] prior written notice (or, if due to the circumstances of the anticipated Realisation Event it is not possible for the Company to give [***] notice, the longest period of notice which is reasonably possible) (in each case a Realisation Notice) of the date on which the Company anticipates that the Realisation Event will occur and be completed.

A Realisation Notice shall (i) include particulars of the anticipated Realisation Event in relation to which notice is given, to the extent such information is available to the Company at the time notice is given, (ii) contain the proposed or estimated date of unconditional completion of the Realisation Event (the Realisation Date), which date shall not be later than [***] from the date of the Realisation Notice to the extent reasonably possible and legally permissible, and (iii) contain all other information reasonably requested by the Holder for the purposes of deciding whether or not (and if so when) to exercise its Subscription Rights. The Realisation Notice shall also include a statement as to the likely Takeover Amount.

The Company undertakes to send promptly to the Holder such material further information of which it becomes aware relating to (1) the progress of a Realisation Event and/or (2) any proposed Prepayment Event prior to the completion of such Realisation Event including, but not limited to, information which the Company reasonably considers relevant to the increased or decreased likelihood of the same occurring, any change in the anticipated terms of or timetable to and/or the failure or lapse (whether temporary or permanent) of the same, with the intent that the Holder shall be kept informed at all times of any changes or other circumstances material to the Realisation Event, provided that the Holder agrees in advance to be bound by the same confidentiality undertaking which the Company may have executed in connection with such Realisation Event.

NON CASH PUBLIC EXIT EVENT

Prior to the closing of the Non Cash Public Exit Event where the Holder is entitled to exercise any Subscription Rights pursuant to clause 3 on or before the closing of such Non Cash Public Exit Event, the Holder may request the Company to request the acquiring, surviving or successor entity (the Buyer):

to issue new warrants to the Holder that are exercisable over such number of securities in the Buyer whose value is equal to the Fair Market Value of the Warrant Shares (as nearly as may be (and in any event no less than)) that would have been issued for the Non Cash Proportion of the unexercised Warrants (and if the Buyer agrees, the Company shall use all reasonable endeavours to procure that the Buyer, prior to or on the closing of the Non Cash Public Exit Event, issues such new warrants to the Holder over such securities in the Buyer, setting out the new terms); and

to pay cash to the Holder for the Warrant Shares that would have been issued for the Cash Proportion of the unexercised Warrants,

If the Buyer does not agree or is not requested by the Company to issue new warrants and/or pay cash to the Holder as provided in clauses 6.1.1 and/or 6.1.2 (as applicable) and the Holder is entitled to exercise any Subscription Rights pursuant to clause 3 on or before the closing of the relevant Non Cash Public Exit Event, then the Holder may elect, by serving a written notice on the Company at least [***] Business Days prior to completion of such Non Cash Public Event, to exercise any unexercised Subscription Rights in whole or in part prior to the closing of the Non Cash Public Exit Event pursuant to clause 8 (Mechanics of exercise), provided that any unexercised Subscription Rights shall lapse on unconditional completion of the Takeover.

CASH PUBLIC EXIT EVENT

If (a) the Realisation Event is a Cash Public Exit Event, (b) the Holder is entitled to exercise any Subscription Rights pursuant to clause 3 on or before the closing of such Cash Public Exit Event and (c) a Holder has not exercised all of its Subscription Rights by the date that is [***] Business Day prior to completion of such Cash Public Exit Event then, subject to and conditional on the Cash Public Exit Event completing, any Subscription Rights which have not by then been exercised shall, provided that immediately prior to the Cash Public Exit Event the Fair Market Value of one Warrant Share (or other security issued on the exercise of a Warrant) is greater than the Subscription Price on such date, be deemed to have been automatically exercised on such day in respect of all unexercised Warrants on such date on a net issuance basis as set out in clause 8.3.2 (Mechanics of Exercise) and the Company shall issue the resulting Warrant Shares in accordance with clause 8 (Mechanics of Exercise). If the Fair Market Value of one Warrant Share (or other security issued on the exercise of a Warrant) is less than or equal to the Subscription Price on the date of the Cash Public Exit Event, the Warrants shall lapse.

MECHANICS OF EXERCISE

The Subscription Rights may be exercised in whole or in part.

In order to exercise a Warrant, the Holder will:

send a Subscription Notice to the Company which (i) indicates the number of Warrant Shares the Holder wishes to subscribe for by exercising the Warrant and (ii) indicates the aggregate Subscription Price payable by the Holder to the Company upon such exercise and (iii) encloses the Warrant Certificate for the Warrants to which the Subscription Notice relates; and

where the Subscription Price is to be satisfied pursuant to clause 8.3.1 by a remittance by bank transfer (or, to the extent permissible by applicable law and regulation, such other mode of payment as the Company and the Holder shall agree), for the aggregate Subscription Price in respect of the Subscription Rights which are being exercised.

The Subscription Price for each of the Warrant Shares shall, at the absolute discretion of the Holder, be satisfied by any of the following:

the payment by bank transfer (or such other mode of payment as the Company and the Holder shall agree) of the Subscription Price by the Holder to the Company for each of the Warrant Shares at the Subscription Price; or

in lieu of cash payment in respect of the Subscription Price for the Warrant Shares, the Holder may on each Exercise Date in respect of all of its Warrants elect to receive a reduced number of Warrant Shares (as calculated below) (Reduced Warrant Shares) than the number to which it would be entitled on exercise of the Subscription Right in full, payment for such Reduced Warrant Shares being satisfied by waiver by the Holder of the right to receive the balance of Warrant Shares to which the Holder is entitled over and above the Reduced Warrant Shares (Balance Warrant Shares). In doing so, the Company agrees and acknowledges that the Reduced Warrant Shares to be issued to the Holder shall be issued as fully paid up at the Subscription Price and the Holder agrees and acknowledges that it waives its Subscription Rights to the Balance Warrant Shares used as consideration for the payment of the aggregate Subscription Price. The number of Reduced Warrant Shares the Holder will receive shall be determined as follows:

The Subscription Notice delivered pursuant to clause 8.2.1 shall be (subject only to clause 8.6) irrevocable and unconditional.

Upon receipt by the Company of a Subscription Notice, the Company shall allot and issue to the Holder the number of Warrant Shares for which the Holder has subscribed, within [***] Business Days.

In case the unconditional completion of a Realisation Event fails to take place within [***] days of the Realisation Notice, the relevant Realisation Notice shall cease to be valid and the Company shall forthwith be obliged to return the Subscription Notice to the Holder and no exercise or election shall be deemed to have taken place.

The issue of the Warrant Shares shall be carried out in accordance with the applicable provisions of the Swiss Code of Obligations or under Swiss Law, and when issued, shall be credited as fully paid and rank pari passu with existing Ordinary Shares in issue on the Exercise Date and, subject to applicable law and regulation, be freely tradeable on NASDAQ.

Immediately following the issue of Warrant Shares, the Company shall enter, or procure that the Company’s share registrar enters the Holder’s name (or its nominee’s or trustee’s name, as appropriate) in the share register of the Company as the holder of the Warrant Shares and issue such shares in uncertificated form in favour of a nominee or trustee stipulated by the Holder.

The Warrant Shares shall carry the right to receive all dividends and other distributions to the Shareholders declared after the Exercise Date, including in relation to a financial period beginning before the Exercise Date.

ADJUSTMENT OF WARRANT

Upon the occurrence of an Adjustment Event after the date of this Agreement but prior to the Final Date, the number and/or nominal value of Warrant Shares to be, or capable of being issued on any exercise of the Subscription Rights and/or the Subscription Price will be adjusted in such manner as agreed or determined pursuant to clause 9.2 so that, after such adjustment, the Holder shall be entitled, on exercise of the Subscription Rights, to receive the same percentage of the Ordinary Shares in issue following the completion of the Adjustment Event and carrying the same proportion of votes exercisable at a general meeting of shareholders, for the same aggregate price as the aggregate Subscription Price, in each case as nearly as practicable, as would have been the case if no Adjustment Event had occurred, provided that the Subscription Price shall not in any event be reduced so that, upon exercise of the Subscription Rights, Warrant Shares would be issued at a discount to their nominal value.

Within [***] Business Days after an Adjustment Event, notice of such adjustments (Adjustment Notice) will be given by the Company to the Holder detailing the adjusted number of Warrant Shares and/or the adjusted Subscription Price arising as a consequence of any such Adjustment Event. If the Holder agrees the terms of the Adjustment Notice or fails to respond to the Adjustment Notice within [***] Business Days of receipt of the Adjustment Notice, it shall be final and binding on the Company and Holder for all purposes of this Agreement. If the Company and Holder cannot agree the terms of the Adjustment Notice within [***] Business Days of receipt of such notice by the Holder, either of them shall be entitled to refer the matter in dispute to an independent firm of accountants to determine the matter (Expert) nominated and acting as set out in clause 9.3.

The Company and the Holder shall each be entitled to suggest a proposed Expert for the purpose of clause 9.2 and if no agreement on the Expert is reached within [***] Business Days of each suggested Expert being proposed, the Expert shall be determined by the President of the Basel Chamber of Commerce (Handelskammer beider Basel). The Expert shall act as an expert (Schiedsgutachter), as that term is defined in article 189 of the Swiss Code of Civil Procedure, and not as an arbitrator and its costs shall be shared equally by the parties. The Expert shall be entitled to call for such information as it shall think fit and the Company and the Holder shall cooperate with it in good faith so that the Expert is able to make its determination as soon as reasonably possible. Once made, the Expert’s determination of the matter in dispute shall be issued in writing to the Company and Holder and it shall be final and binding on them, except in the case of manifest error on the part of the Expert (in which case the relevant part of his or her determination shall be void and the matter shall be remitted to the Expert for correction).

REPRESENTATIONS AND WARRANTIES

it has been duly incorporated and is validly existing under the laws of Switzerland;

the execution, delivery and performance by the Company of the Agreement does not:

violate the provisions of any applicable law, its Articles, or any resolution of its board of directors or of its shareholders;

violate any judgement, decree, order or award of any court, governmental entity or arbitrator; or

conflict with or result in the breach or termination of any material term or provision of, or constitute a default under, or cause any acceleration under, any license, permits, concessions, franchises, indentures, mortgages, leases, contracts, deeds of trust or other instrument or agreement by which the Company is or may be bound;

the capitalisation table set out in Schedule 2 (Share Capital Table) to this Agreement is true, complete and accurate as at, in respect of Part 1 of Schedule 2, 4 October 2022 and in respect of Part 2 of Schedule 2, 12 October 2022 and any updated capitalisation table provided to the Holder from time to time, is true and complete as of the date of provision. The Company represents and warrants to the Holder that the total number of outstanding Ordinary Shares (excluding Ordinary Shares held in treasury) at the date hereof is 45,999,926;

the Company has supplied the Holder with true, complete, accurate and up to date copies of the Articles and any other document relating to the issue of Warrant Shares to the Holder and their eligibility for trading on NASDAQ without restriction or limitation or which otherwise may affect the Warrants and the Holder’s subscription for Warrant Shares; and

any information it provides to the Holder pursuant to clause 10 will be true, complete and accurate at the time it is delivered.

INFORMATION RIGHTS

The Company shall:

send to the Holder a copy of the annual reports and audited financial statements for the Group together with all documents required by law to be annexed to that report at the same time they are provided to the holders of Shares;

send to the Holder copies of any statements, notices or circulars sent to the holders of Shares;

give to the Holder not less than [***] days’ prior written notice of its intention to declare or pay a dividend or other distribution on any Shares;

send to the Holder (i) notice of any proposal to amend the Articles or to register shares or other securities on NASDAQ, and (ii) up to date copies of the Articles or registration document as soon as they are approved;

provide the Holder without delay with such other documents and other information (including, but not limited to, information relating to share capital of the Company, business plans, forecasts and other financial information relating to the Company and each Group Company) as the Holder may reasonably request from time to time,

The Company undertakes with the Holder to procure in the event of a Takeover Offer that the Holder is not required for the purpose of, or in connection with, such event:

to give any warranties or indemnities (other than as to title to shares registered in its name or the names of its nominees, and as to its capacity and authority to effect the relevant event);

to appoint any party to act as its agent;

to make any contribution to the costs (including legal and accountancy fees and disbursements) incurred by any other party in connection with such Takeover Offer; or

to agree to any lock-up period or any other restriction of the ability to sell or transfer the Warrant Shares, other than is required by law or applicable regulation.

The Company undertakes with the Holder not to, without obtaining the Holder’s consent:

alter the rights attaching to the Ordinary Shares or alter the Articles in any way which would adversely affect the rights of the Holder or the rights of the Warrant Shares;

create any class of shares which rank for any purpose ahead of the Warrant Shares.

The Company undertakes with the Holder not to make any issue, grant or distribution or take any other action the effect of which would be that on exercise of any of the Subscription Rights it would be required to issue Warrant Shares at a discount.

If the Company at any time while this Agreement is outstanding and unexpired shall make a dividend or distribution on or with respect to Shares, then, in each such case, provision shall be made by the Company such that the Holder shall receive upon exercise or conversion of the Warrants a proportionate share of any such distribution as though it were the holder of the Shares as of the record date fixed for the determination of the shareholders of the Company entitled to receive such distribution.

The Company undertakes with the Holder not to, by amendment to the Articles or through any reorganisation, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, intentionally avoid or seek to avoid the observance or performance of any of the terms of this Agreement.

The Company undertakes with the Holder that from the date hereof and until the date on which the Holder shall have sold all of the Warrant Shares (the Reporting Period), the Company shall timely file all reports required to be filed with the U.S. Securities and Exchange Commission pursuant to the U.S. Securities Exchange Act of 1934, as amended (the 1934 Act) and the rules and regulations promulgated thereunder and the Company shall not terminate its status as an issuer required to file reports, even if the 1934 Act or the rules and regulations thereunder would no longer require or otherwise permit such termination. During the Reporting Period, the Company shall not take any action which could be reasonably expected to result in the delisting or suspension of the Ordinary Shares from NASDAQ.

The Company undertakes with the Holder that at any time when the Warrant Shares are eligible for re-sale within the limitations of the exemptions provided by Rule 144 under the U.S. Securities Act of 1933, as amended (the Securities Act), the Company, at the Holder’s request, shall cause its counsel to issue and deliver a legal opinion to the transfer agent to effect the removal of any restrictive legend with respect to the Warrant Shares as soon as reasonably possible and in any event within 5 Business Days of the Holder’s request; provided that the Holder provides the Company with such customary documentation required from the Holder as reasonably requested by the Company’s counsel. If all or any portion of the Warrant Shares are converted at a time when such Warrant Shares may be sold under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Warrant Shares and without volume or manner-of-sale restrictions or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the U.S. Securities and Exchange Commission), then such Warrant Shares shall be issued free of all legends. The Company agrees that at such time as such legend is no longer required, it will following the delivery by the Holder to the Company, or the Company’s transfer agent, of a certificate representing the Warrant Shares issued with a restrictive legend, promptly instruct the transfer agent to remove any restrictive legend and deliver or cause to be delivered to the Holder a certificate representing such shares that is free from all restrictive and other legends. Certificates for Warrant Shares subject to legend removal hereunder shall be transmitted where possible by the transfer agent to the Holder by crediting the account of the Holder’s prime broker, clearing broker or similar entity with the Depository Trust Company System as directed by the Holder.

The Company shall, by no later than the date falling [***] calendar days after the date of this Agreement, prepare and file an amendment to its registration statement on Form F-3 or, if the Company is ineligible to use Form F-3, a registration statement on Form F-1 under the Securities Act covering the re-sale of the Warrant Shares by the Holder. The Company shall use its commercially reasonable efforts to cause such registration statement to become effective under the Securities Act as soon a practically possible.

If the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holder) any of its Ordinary Shares under the Securities Act in connection with the public offering of such securities, the Company shall, at such time, promptly give the Holder notice of such registration. Upon the request of the Holder given within [***] days after such notice is given by the Company, the Company shall cause to be registered all of the Warrant Shares that the Holder has requested to be included in such registration.

ENTIRE AGREEMENT

ASSIGNMENT AND TRANSFER

AMENDMENTS

WAIVERS

COUNTERPARTS

NOTICES

Subject to clause 19.2 any notice, consent or other communication required to be sent or given under the Agreement by either the Company or the Holder shall in every case be in writing and shall be deemed properly served if:

delivered personally;

sent by registered or certified mail, in all such cases with first class postage prepaid;

delivered by a recognised overnight courier service;

sent by email; or

sent by facsimile transmission

The date of service of any such notice shall be:

the date such notice is personally delivered if delivered on a Business Day during normal working hours or the next succeeding Business Day if it is personally delivered on a day other than a Business Day or is personally delivered after normal working hours;

[***] Business Days after the date of mailing if sent by certified or registered mail;

[***] Business Day after the date of delivery to the overnight courier if sent by overnight courier; or

the [***] succeeding Business Day after transmission by facsimile or email.

CONFIDENTIALITY

The Holder shall keep confidential any information received by it in its capacity as Holder which is of a confidential nature except:

as required by law or any applicable regulations;

to the extent the information is in the public domain through no default of the Holder;

the Holder may share information received under the terms of this Agreement with any Member of the same Group; and any Member of the same Group may share any information which it may have about the Company or any member of its group with the Holder;

the Holder may communicate information contained in this Agreement, or received from the Company hereunder, to its investors and may also include such information in its reporting to its investors; and

the Holder will be entitled to divulge such information to any proposed transferee of Warrants on the same terms as to confidentiality.

PROVISIONS SEVERABLE AND PARTIAL INVALIDITY

If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, such illegality, invalidity or unenforceability shall not affect:

the legality, validity or enforceability of the remaining provisions under such law; or

the legality, validity or enforceability of such provision under the laws of any other jurisdiction.

COSTS AND EXPENSES

[***] shall promptly pay to [***] on [***] in connection with:

the negotiation, execution, preparation and perfection of this Agreement and the transactions contemplated hereby and thereby including the sale of the Warrant Shares;

any amendment or supplement to this Agreement, or any proposal for such an amendment to be made;

any consent or waiver by [***] concerned under or in connection with this Agreement or any request for such a consent or waiver; and

any step taken by [***] with a view to the protection, exercise or enforcement of any right or interest created by this Agreement or for any similar purpose.

/s/ Mark Collins

/s/ Tim Ridgway

/s/ Claudia d’Augusta

/s/ Luca Santarelli