LOAN AGREEMENT dated as of October 26, 2023 by and among CENTOGENE N.V., as Borrower, andLoan Agreement • October 27th, 2023 • Centogene N.V. • Services-medical laboratories • New York
This LOAN AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, and including all Schedules and Exhibits hereto and thereto, this “Agreement”), dated as of October 26, 2023, between CENTOGENE N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands (the “Borrower”), and PHARMACEUTICAL INVESTMENT COMPANY (“Lender”).
PHARMACEUTICAL INVESTMENT COMPANY Alra’idah Digital City, Building MU04, Al Nakhil District The Kingdom of Saudi Arabia October 26, 2023Right of First Offer Agreement • October 27th, 2023 • Centogene N.V. • Services-medical laboratories • New York
This right of first offer agreement (this “Agreement”) is entered into by and between Pharmaceutical Investment Company, a closed joint stock company incorporated pursuant to the laws of the Kingdom of Saudi Arabia (together with its successors and/or permitted assigns, “Lender”), DPE Deutschland II A GmbH & Co. KG (“DPE A”), a German limited partnership, DPE Deutschland II B GmbH & Co. KG, a German limited partnership (“DPE B”; DPE A and DPE B collectively “DPE”), Careventures Fund II S.C.Sp, a special limited partnership organized under the laws of Luxembourg (“Careventures”), TVM Life Science Innovation I, L.P., a Canadian limited partnership organized under the laws of Quebec (“TVM I”) and TVM Life Science Innovation II SCSp, a special limited partnership organized under the laws of Luxembourg (“TVM II”; TVM I and TVM II collectively “TVM”), relating to certain rights, obligations and other matters set forth herein in connection with Centogene N.V., a public company with limited li
Centogene N.V. Second Registration Rights Agreement October 26, 2023Second Registration Rights Agreement • October 27th, 2023 • Centogene N.V. • Services-medical laboratories • New York
SECOND REGISTRATION RIGHTS AGREEMENT, dated as of October 26, 2023, to be effective as of the Closing Date (as defined below), between Centogene N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands (the “Borrower”), and the Lender signatory hereto.
SUBORDINATION AGREEMENTSubordination Agreement • October 27th, 2023 • Centogene N.V. • Services-medical laboratories
This Subordination Agreement (the “Agreement”) is made as of October 26, 2023, by and between PHARMACEUTICAL INVESTMENT COMPANY, a closed joint stock company incorporated pursuant to the laws of the Kingdom of Saudi Arabia, with commercial registration number 1010698585, having its registered address located at Alra’idah Digital City, Building MU04, Al Nakhil District, P.O. Box 6847, Riyadh 11452, KSA (“Creditor”), and OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, Virginia 22314, in its capacity as Collateral Agent (as hereinafter defined) for the Lenders (as hereinafter defined).
VARIATION AGREEMENT TO JOINT VENTURE AGREEMENTVariation Agreement to Joint Venture Agreement • October 27th, 2023 • Centogene N.V. • Services-medical laboratories
PHARMACEUTICAL INVESTMENT COMPANY Alra’idah Digital City, Building MU04, Al Nakhil District, The Kingdom of Saudi Arabia October 26, 2023Preemptive Rights Agreement • October 27th, 2023 • Centogene N.V. • Services-medical laboratories • New York
This preemptive rights agreement (this “Agreement”) sets forth the agreements between Centogene N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands (“Borrower”), and Pharmaceutical Investment Company, a closed joint stock company incorporated pursuant to the laws of the Kingdom of Saudi Arabia (together with its successors and/or permitted assigns, “Lender”), relating to certain rights, obligations and other matters set forth herein in connection with Borrower and Lender’s entry into that certain Loan Agreement, dated as of the date hereof, by and between Borrower and Lender (as may be amended, restated, amended and restated, modified or supplemented in accordance with its terms from time to time, the “Loan Agreement”), and is to be effective as of the Closing Date (as defined in the Loan Agreement). Lender and Borrower are each referred to herein as a “Party” and collectively as the “Parties”.
