MDXHEALTH SA AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit AgreementDeposit Agreement • October 28th, 2021 • MDxHealth SA • Services-medical laboratories • New York
DEPOSIT AGREEMENT dated as of __________, 2021 among MDxHealth SA, a limited liability company (naamloze vennootschap / société anonyme) organized under the laws of Belgium (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
●] American Depositary Shares1 MDxHealth SA PURCHASE AGREEMENTPurchase Agreement • October 28th, 2021 • MDxHealth SA • Services-medical laboratories • New York
MDxHealth SA, a limited liability company (naamloze vennootschap/société anonyme) organized under the laws of Belgium (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] American Depositary Shares (the “ADSs”), each representing ten new ordinary shares to be issued without nominal value (the “Ordinary Shares”), of the Company. The [●] ADSs to be sold by the Company are called the “Firm ADSs.” The Company has also granted to the Underwriters an option to purchase up to [●] additional ADSs on the terms and for the purposes set forth in Section 3 hereof (the “Option ADSs”). The Firm ADSs and any Option ADSs purchased pursuant to this Purchase Agreement (the “Agreement”) are herein collectively called the “Securities.”
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2022, AND FOR THE YEAR ENDED DECEMBER 31, 2021Asset Purchase Agreement • January 20th, 2023 • MDxHealth SA • Services-medical laboratories
On August 2, 2022, MDxHealth SA (“mdxhealth” or the “Company”) entered into an asset purchase agreement (the “Acquisition”) with Genomic Health, Inc., a subsidiary of Exact Sciences Corporation (“Exact Sciences”), to acquire the Oncotype DX® GPS (Genomic Prostate Score®) test from Exact Sciences.
MDxHealth SA ORDINARY SHARES SALES AGREEMENTSales Agreement • May 1st, 2024 • MDxHealth SA • Services-medical laboratories • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 20th, 2024 • MDxHealth SA • Services-medical laboratories • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 20, 2024, by and among MDXHEALTH SA, a public limited liability company organized under the laws of Belgium, with registered office at Rue d’Abhooz 31, 4040 Herstal (Belgium), registered with the Crossroads Bank for Enterprises under company number 0479.292.440 (the “Company”), OrbiMed Royalty & Credit Opportunities IV, LP, a Delaware limited partnership (“OrbiMed IV”), and OrbiMed Royalty & Credit Opportunities IV Offshore, LP, a Delaware limited partnership (“OrbiMed IV Offshore”, and together with OrbiMed IV, “Holder”). The Company and the Holder are referred to each as a “Party” and collectively as the “Parties.” Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.
18,500,000 Ordinary Shares MDxHEALTH SA ORDINARY SHARES UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2024 • MDxHealth SA • Services-medical laboratories • New York
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 13th, 2021 • MDxHealth SA • Services-medical laboratories • California
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of February 18, 2019, by and between MDxHealth, Inc., a company incorporated in the state of Delaware and with an office located at 15279 Alton Pkwy, Suite 100, Irvine, CA 92618 (“Company”), and Mr. Michael K. McGarrity (“Executive”).
AGREEMENT FOR THE PROVISION OF A LOAN FACILITY OF UP TO €9,000,000 Dated 23 September 2019 BetweenLoan Agreement • October 13th, 2021 • MDxHealth SA • Services-medical laboratories • England
KREOS CAPITAL VI (UK) LIMITED, a company incorporated in England and Wales under registration number 11535385 whose registered office is at Amf Building, 25 Old Burlington Street, London W1S 3AN (the “Lender”, which expression shall include its successors and assigns);
LEASE BETWEEN ALTON CORPORATE PLAZA LLC AND MDXHEALTH, INC. LEASELease • October 13th, 2021 • MDxHealth SA • Services-medical laboratories • California
THIS LEASE is made as of December 17, 2019 , by and between ALTON CORPORATE PLAZA LLC, a Delaware limited liability company, hereafter called “Landlord,” and MDXHEALTH, INC., a Delaware corporation, hereafter called “Tenant.”
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • May 1st, 2024 • MDxHealth SA • Services-medical laboratories • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of May 1, 2024 (as amended, supplemented or otherwise modified from time to time, this “Security Agreement”), is made by MDXHEALTH, INC., a Delaware corporation (the “Borrower”), and the other entities listed on Annex A hereto (together with the Borrower and any other entity that may become party hereto as provided herein, each a “Grantor” and, collectively, the “Grantors”), in favor of ORC SPV LLC, a Delaware limited liability company (together with its successors, transferees and assignees, the “Administrative Agent”), as Administrative Agent for the Secured Parties (as defined below).
AMENDMENT NO. 1 TO RESTATED AND AMENDED LICENSE AGREEMENTLicense Agreement • October 13th, 2021 • MDxHealth SA • Services-medical laboratories • Maryland
This AMENDMENT NO.1 TO THE RESTATED AND AMENDED LICENSE AGREEMENT (this “Amendment”) is entered into as of April 15th, 2005, by and between The Johns Hopkins University, a Maryland corporation having an address at 3400 N. Charles St., Baltimore, MD 21218 (“JHU”) and OncoMethylome Sciences S.A. (formerly known as OncoGenome Sciences, S.A.), a corporation having an address at Niveau +2, Tour 4 de Pharmacie (batiment 36), Ulg CHU, Av. de l’Hopital no. 1, 4000 Sart-Tilman (Liege), Belgium (“Company”), with respect to the following:
Date: 19 April 2021Loan Facility Agreement • October 13th, 2021 • MDxHealth SA • Services-medical laboratories • England and Wales
Dated 24 April 2020 Between MDxHealth SA and SUBSCRIPTION AGREEMENT relating to new ordinary shares of MDxHealth SASubscription Agreement • October 13th, 2021 • MDxHealth SA • Services-medical laboratories
The parties referred to sub (2) and (3) are hereinafter jointly referred to as the “Subscribers” and individually as a “Subscriber”;
AGREEMENTEmployment Agreement • October 13th, 2021 • MDxHealth SA • Services-medical laboratories
OncoMethylome Sciences, Inc., a company incorporated in the state of Delaware and with offices in North Carolina. Hereinafter referred to as the COMPANY. The COMPANY is represented by Herman Spolders for purposes of this Agreement.
ContractSecurities Agreement • May 16th, 2024 • MDxHealth SA • Services-medical laboratories
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “US SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE US SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT IN ACCORDANCE WITH REGULATION S-K ITEM 601(B)(10)(IV). ASTERISKS DENOTE OMISSIONS. SUCH INFORMATION IS BOTH (i) IMMATERIAL AND (ii) IS OF A TYPE REGULARLY TREATED AS PRIVATE OR...Exclusive License Agreement • October 13th, 2021 • MDxHealth SA • Services-medical laboratories • Maryland
This Amended and Restated License Agreement (the “Agreement”) dated September 1, 2004 is entered into by and between The Johns Hopkins University, a Maryland corporation having an address at 3400 N. Charles Street, Baltimore, Maryland, 21218-2695 (“JHU”) and OncoMethylome Sciences SA, a corporation having an address at Niveau +2, Tour 4 de Pharmacie (batiment 36), Ulg CHU, Av. de l’Hopital no. 1, 4000 Sart-Tilman (Liege), Belgium (“Company”), with respect to the following:
SECOND AMENDMENT TO LEASELease • October 13th, 2021 • MDxHealth SA • Services-medical laboratories
FIRST AMENDMENT TO LEASELease • October 13th, 2021 • MDxHealth SA • Services-medical laboratories
Date: 19 April 2021 KREOS CAPITAL V I (UK) LIMITED AND MDXHEALTH SA AMENDMENT AND RESTATEMENT AGREEMENT RELATING TO A CONVERTIBLE LOANS AGREEMENT ORIGINALLY DATED 23 SEPTEMBER 2019, AS AMENDED AND RESTATED ON 19 OCTOBER 2020Convertible Loans Agreement • October 13th, 2021 • MDxHealth SA • Services-medical laboratories • England and Wales
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 21st, 2024 • MDxHealth SA • Services-medical laboratories • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of July 30, 2024 by and among MDX HEALTH, INC., a Delaware corporation (the “Borrower”), MDXHEALTH SA, a limited liability company organized under the laws of Belgium, having its statutory seat at Rue d’Abhooz 31, 4040 Herstal, Belgium and registered with the Crossroads Bank for Enterprises (Kruispuntbank van Ondernemingen/Banque-Carrefour des Entreprises) under company number 0479.292.440 RLP Liège, division Liège (“Parent”), ORC SPV LLC, as a Lender (the “Initial Lender”), and ORC SPV LLC, as administrative agent for the Lenders (together with its Affiliates, successors, transferees and assignees, the “Administrative Agent”).
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 30th, 2024 • MDxHealth SA • Services-medical laboratories
This SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of August 23, 2023, is entered into between Genomic Health, Inc., a Delaware corporation (“GHI” or “Seller”), and MDxHealth SA a limited liability company (société anonyme) organized and existing under the laws of Belgium (“MDx” or “Buyer”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Purchase Agreement (as defined below).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 13th, 2021 • MDxHealth SA • Services-medical laboratories • Delaware
This Indemnification Agreement (the “Agreement”) is made as of the effective date indicated on the signature page hereof, by and between MDxHealth, Inc., a Delaware corporation (the “Company”), and the undersigned individual (the “Indemnitee”).
ASSET PURCHASE AGREEMENT between GENOMIC HEALTH, INC. and MDXHEALTH SA dated as of August 2, 2022Asset Purchase Agreement • April 25th, 2023 • MDxHealth SA • Services-medical laboratories • Delaware
This Asset Purchase Agreement (this “Agreement”), dated as of August 2, 2022, is entered into between Genomic Health, Inc., a Delaware corporation (“Seller”), and MDxHealth SA, a limited liability company (société anonyme) organized and existing under the laws of Belgium (“Buyer”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 25th, 2023 • MDxHealth SA • Services-medical laboratories • New York
THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of August 2, 2022 (the “Effective Date”) among INNOVATUS LIFE SCIENCES LENDING FUND I, LP, a Delaware limited partnership, as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including INNOVATUS LIFE SCIENCES LENDING FUND I, LP in its capacity as a Lender, and MDXHEALTH SA, a limited liability company existing under the laws of Belgium, having its registered office at Rue d’Abhooz 31, 4040 Herstal, Belgium and registered under company number 0470.292.440 RLP Liège, division Liège (“Parent”) and MDXHEALTH, INC., a Delaware corporation with offices located at 15279 Alton Parkway, Suite 100, Irvine, CA 92618 (“US Sub”; together with Parent, individually and collectively, jointly and severall
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 30th, 2024 • MDxHealth SA • Services-medical laboratories • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 25, 2024, between MDxHealth SA, a limited liability company (naamloze vennootschap/société anonyme) organized under the laws of Belgium (the “Company”), and Genomic Health, Inc., a Delaware corporation (the “Purchaser”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 21st, 2024 • MDxHealth SA • Services-medical laboratories • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of August 20, 2024 by and among MDX HEALTH, INC., a Delaware corporation (the “Borrower”), MDXHEALTH SA, a limited liability company organized under the laws of Belgium, having its statutory seat at Rue d’Abhooz 31, 4040 Herstal, Belgium and registered with the Crossroads Bank for Enterprises (Kruispuntbank van Ondernemingen/Banque-Carrefour des Entreprises) under company number 0479.292.440 RLP Liège, division Liège (“Parent”), ORC SPV LLC and ORBIMED ROYALTY & CREDIT OPPORTUNITIES IV OFFSHORE, LP (collectively, “OrbiMed”), as Lenders, and ORC SPV LLC, as administrative agent for the Lenders (together with its Affiliates, successors, transferees and assignees, the “Administrative Agent”).
CREDIT AGREEMENT dated as of May 1, 2024 by and among MDXHEALTH, INC., as the Borrower, MDXHEALTH SA, as Parent, ORC SPV LLC, as the Initial Lender, and ORC SPV LLC, as the Administrative AgentCredit Agreement • May 1st, 2024 • MDxHealth SA • Services-medical laboratories • New York
THIS CREDIT AGREEMENT dated as of May 1, 2024 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and among MDXHEALTH, INC., a Delaware corporation (the “Borrower”), MDXHEALTH SA, a limited liability company organized under the laws of Belgium, having its statutory seat at Rue d’Abhooz 31, 4040 Herstal, Belgium and registered with the Crossroads Bank for Enterprises (Kruispuntbank van Ondernemingen/Banque-Carrefour des Entreprises) under company number 0479.292.440 RLP Liège, division Liège (“Parent”), ORC SPV LLC, a Delaware limited liability company (the “Initial Lender”) and each other lender that may from time to time become a party hereto (collectively, including the Initial Lender, the “Lenders”), and ORC SPV LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). The Borrower, Lenders and the Administrative Agent are sometimes referred to herein individually as a “Party” and collectively as the “Parties
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 25th, 2023 • MDxHealth SA • Services-medical laboratories
This AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of January 1, 2023, is entered into between Genomic Health, Inc., a Delaware corporation (“GHI” or “Seller”), and MDxHealth SA, a limited liability company (société anonyme) organized and existing under the laws of Belgium (“MDx” or “Buyer”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Purchase Agreement (as defined below).
