GOODWILL PLEDGE AGREEMENT Between Biophytis S.A. as Pledgor and Kreos Capital VI (UK) Ltd. as BeneficiaryPledge Agreement • April 21st, 2022 • Biophytis SA • Pharmaceutical preparations
BONDS ISSUE AGREEMENT By and between Biophytis S.A. as Issuer and Kreos Capital VI (UK) LTD. as SubscriberBonds Issue Agreement • April 21st, 2022 • Biophytis SA • Pharmaceutical preparations
Amendment Agreement n°2to the Issuance and Subscription Agreement for bonds with an option for exchange in cash and/or conversion into new or existing shares (ORNANEs), dated 5 April 2020 BetweenBiophytis SAandAtlas Special Opportunities LLCIn...Biophytis SA • April 21st, 2022 • Pharmaceutical preparations
(A)On 5 April 2020, the Parties entered into an agreement entitled “Issuance and Subscription Agreement for bonds with an option for exchange in cash and/or conversion into new or existing shares (ORNANEs)” (the “Agreement”). Capitalized terms shall have the meaning ascribed to them in the Agreement.
BANK ACCOUNK PLEDGE AGREEMENT Between Biophytis S.A. as Pledgor and Kreos Capital VI (UK) Ltd. As BeneficiaryBank Account Pledge Agreement • April 21st, 2022 • Biophytis SA • Pharmaceutical preparations
This pledge agreement (hereinafter referred to as the "Pledge Agreement") is concluded on 19 November 2021, between the undersigned:
ISSUANCE AND SUBSCRIPTION AGREEMENT FORBONDS WITH AN OPTION FOR EXCHANGE IN CASH AND/OR CONVERSION INTO NEW OR EXISTING SHARES (ORNANEs)Issuance and Subscription Agreement for Bonds • April 21st, 2022 • Biophytis SA • Pharmaceutical preparations
the board of directors of the Company (the “Board”) and granting it a delegation of powers under articles L. 225-129 et seq. of the French Commercial Code for the purpose of issuing securities such as the Bonds, subject to the terms, conditions and limits set forth in such shareholder resolutions (the “2021 Shareholders’ Meeting Resolutions”).
CONVERTIBLE BONDS ISSUE AGREEMENT By and between Biophytis S.A. as Issuer and Kreos Capital VI (Expert Fund) L.P. as Subscriber’s AffiliateConvertible Bonds Issue Agreement • April 21st, 2022 • Biophytis SA • Pharmaceutical preparations
1. Definitions and interpretation 4 2. Issue and subscription 8 3. Purpose of the Issue 9 4. Ranking 9 5. Interest 9 6. Repayment - Converrsion 10 7. Taxation 12 8. Undertakings 12 9. Events of default 13 10. Register and certificates 15 11. Transmission and transfer 15 12. Procedures for payment 16 13. Rights of single or multiple Bondholders 16 14. Protection of holders 16 15. Remedies and waivers 16 16. Severability 17 17. Notices 17 18. Governing law - Jurisdiction 18 List of Appendixes 19
SUBSCRIPTION AGREEMENT By and between Biophytis S.A. as Issuer and Kreos Capital VI (UK) Ltd. As Subscriber Kreos Capital VI (Expert Fund) L.P.Subscription Agreement • April 21st, 2022 • Biophytis SA • Pharmaceutical preparations
This subscription agreement (hereinafter referred to as the "Subscription Agreement") is entered into on 19 November 2021, by and between:
INTELLECTUAL PROPERTY RIGHTS PLEDGE between Biophytis S.A. as Pledgor and Kreos Capital VI (UK) LTD. as Beneficiary in the presence of Kreos Capital V (UK) Ltd.Intellectual Property Rights Pledge • April 21st, 2022 • Biophytis SA • Pharmaceutical preparations
