CENTOGENE B.V. Common Shares FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • October 11th, 2019 • Centogene B.V. • Services-medical laboratories • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 1st, 2022 • Centogene N.V. • Services-medical laboratories
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of January 31, 2022 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), CENTOGENE N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, the Netherlands and with offices located at Am Strande 7, 18055 Rostock, Germany and registered with the Chamber of Commerce (Kamer van Koophandel) under number 72822872 (“Parent”), CENTOGENE GMBH, a company with limited liability
FORM OF REGISTRATION RIGHTS AGREEMENT dated as of among CENTOGENE N.V. and THE SHAREHOLDERS PARTY HERETORegistration Rights Agreement • October 11th, 2019 • Centogene B.V. • Services-medical laboratories • New York
REGISTRATION RIGHTS AGREEMENT dated as of [·], 2019 among CENTOGENE N.V., a Dutch limited liability company (the “Company”), and the Shareholders party hereto as listed on Schedule A, including any Person who has entered into a Joinder Agreement in the form of Exhibit A hereto (collectively, the “Shareholders”).
Shares CENTOGENE N.V. Common Shares FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • July 7th, 2020 • Centogene N.V. • Services-medical laboratories • New York
ContractSupply Agreement • October 11th, 2019 • Centogene B.V. • Services-medical laboratories
Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [*****] indicates that information has been redacted.
TO GLOBAL MASTER SERVICES AGREEMENT AND TO SUPPLY AGREEMENTGlobal Master Services Agreement • October 11th, 2019 • Centogene B.V. • Services-medical laboratories
This Amendment (“2017 Amendment”) to the Global Master Services Agreement dated 1 January 2015 (“MSA”) and the Supply Agreement dated 1 January 2016 (“Supply Agreement”) is entered into as of 3 May, 2017 (“2017 Amendment Effective Date”) by and between
ContractGlobal Master Services Agreement • October 11th, 2019 • Centogene B.V. • Services-medical laboratories
Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [*****] indicates that information has been redacted.
DATED April 23, 2024 CENTOGENE GMBH And PHARMACEUTICAL INVESTMENT COMPANY KSA RECEIVABLES TRANSFER AGREEMENT Al-Tatweer Towers, 7th Floor, Tower 1 King Fahad Highway P.O. Box 17411 Riyadh 11484, Saudi Arabia www.lw.comKsa Receivables Transfer Agreement • May 15th, 2024 • Centogene N.V. • Services-medical laboratories
TO GLOBAL MASTER SERVICES AGREEMENT AND TO SUPPLY AGREEMENTMaster Services Agreement • March 28th, 2019 • Centogene B.V. • Services-medical laboratories
This Amendment (“2019 Amendment”) to the Global Master Services Agreement dated 1 January 2015 (“MSA”) and the Supply Agreement dated 1 January 2016 (“Supply Agreement”) is entered into as of 2 July, 2018 by and between
FORM OF DEED OF ISSUE CENTOGENE N.V.Centogene B.V. • October 11th, 2019 • Services-medical laboratories
Centogene N.V., a public company with limited liability, having its corporate seat in Amsterdam (address: Am Strande 7, 18055 Rostock, Germany, trade register number: 72822872) (the “Company”).
LIMITED WAIVER, CONSENT AND FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 15th, 2024 • Centogene N.V. • Services-medical laboratories • New York
THIS LIMITED WAIVER, CONSENT AND FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of May 12, 2024, by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 thereof or otherwise a party thereto from time to time (each a “Lender” and collectively, the “Lenders”), CENTOGENE N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, the Netherlands and with offices located at Am Strande 7, 18055 Rostock, Germany and registered with the Chamber of Commerce (Kamer van Koophandel) under number 72822872 (“Parent”), CENTOGENE GMBH, a company with limited liability (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany with of
CENTOGENE N.V. JOINT VENTURE AGREEMENTAgreement • June 27th, 2023 • Centogene N.V. • Services-medical laboratories
(PIC, NV and any other party which later becomes a party hereto by entering into a Deed of Adherence in accordance with the terms of this Agreement, are hereinafter referred to each individually as a “Shareholder,” and collectively the “Shareholders,” and the Shareholders and the Company are hereinafter referred to each individually as a “Party,” and collectively as the “Parties”).
License AgreementLicense Agreement • April 15th, 2021 • Centogene N.V. • Services-medical laboratories
This License Agreement pursuant to chapter 2, Section 4.1 of the General Airport Regulations (hereinafter referred to as the “License Agreement”) is entered into on June 18, 2020 by and between:
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).
TECHNOLOGY TRANSFER AND INTELLECTUAL PROPERTY LICENSE AGREEMENTIp Agreement • November 28th, 2023 • Centogene N.V. • Services-medical laboratories
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 1st, 2022 • Centogene N.V. • Services-medical laboratories
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 31, 2022 by and among Centogene N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands (the “Company”), and the Investors identified on Schedule 1 attached hereto (each an “Investor” and collectively the “Investors”).
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 7th, 2020 • Centogene N.V. • Services-medical laboratories
This Amendment No. 1 (this “Amendment”) to the Registration Rights Agreement (as defined below) dated as of June 18, 2020, among Centogene N.V., a Dutch limited liability company (the “Company”) and certain holders of Common Shares of the Company signatory hereto (each a “Required Party” and collectively, the “Required Parties”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 4th, 2023 • Centogene N.V. • Services-medical laboratories • New York
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of April 30, 2023, by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 thereof or otherwise a party thereto from time to time (each a “Lender” and collectively, the “Lenders”), CENTOGENE N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, the Netherlands and with offices located at Am Strande 7, 18055 Rostock, Germany and registered with the Chamber of Commerce (Kamer van Koophandel) under number 72822872 (“Parent”), CENTOGENE GMBH, a company with limited liability (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany with offices located at Am Strand
AMENDMENT TO THE AWARD AGREEMENTThe Award Agreement • May 15th, 2024 • Centogene N.V. • Services-medical laboratories
TECHNOLOGY TRANSFER AND INTELLECTUAL PROPERTY LICENSE AGREEMENTTechnology Transfer and Intellectual Property Agreement • May 15th, 2024 • Centogene N.V. • Services-medical laboratories
THIS TECHNOLOGY TRANSFER AND INTELLECTUAL PROPERTY AGREEMENT (this “IP Agreement”) is dated [***], 2023 (the “Effective Date”) and is entered into by and between:
LOAN AGREEMENT dated as of ______ __, 2023 by and among CENTOGENE N.V., as Borrower, andLoan Agreement • June 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 _____ __, 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, 2023Pharmaceutical Investment Company • 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
PHARMACEUTICAL INVESTMENT COMPANY and CENTOGENE N.V. SHARE PURCHASE AGREEMENT related to GENOMICS INNOVATIONS COMPANY LIMITED CONTENTSShare Purchase Agreement • May 15th, 2024 • Centogene N.V. • Services-medical laboratories
Execution Version of the Share Purchase Agreement executed between Pharmaceutical Investment Company and Centogene Page 2 of 19
Service AgreementService Agreement • March 31st, 2022 • Centogene N.V. • Services-medical laboratories
This Service Agreement (hereinafter referred to as the “Service Agreement”) is entered into based on the tender award dated April 29, 2021 between:
SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • May 15th, 2024 • Centogene N.V. • Services-medical laboratories • New York
THIS SECOND AMENDMENT TO LOAN AGREEMENT (this “Second Amendment”) is made and entered into as of May 12, 2024G., by and among CENTOGENE N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands (the “Borrower”), and PHARMACEUTICAL INVESTMENT COMPANY, a closed joint stock company incorporated pursuant to the laws of the Kingdom of Saudi Arabia (the “Lender”).
FORM OF INDEMNIFICATION AGREEMENT between [name] as the Indemnitee and Centogene N.V. as the CompanyForm of Indemnification Agreement • October 11th, 2019 • Centogene B.V. • Services-medical laboratories
Centogene N.V. Second Registration Rights AgreementSecond Registration Rights Agreement • June 27th, 2023 • Centogene N.V. • Services-medical laboratories
SECOND REGISTRATION RIGHTS AGREEMENT, dated as of _____ 2023, 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.
VARIATION AGREEMENT TO JOINT VENTURE AGREEMENTVariation Agreement • October 27th, 2023 • Centogene N.V. • Services-medical laboratories
Service AgreementService Agreement • April 15th, 2021 • Centogene N.V. • Services-medical laboratories
This Service Agreement (hereinafter referred to as the “Service Agreement”) is entered into based on the tender award dated February 23, 2021 by and between:
VARIATION AGREEMENT NO. 1 TO KSA RECEIVABLES TRANSFER AGREEMENTVariation Agreement • May 15th, 2024 • Centogene N.V. • Services-medical laboratories
THIS VARIATION AGREEMENT NO. 1 TO KSA RECEIVABLES TRANSFER AGREEMENT (this “Agreement”) is dated 12 May 2024. (“Effective Date”) and is made by and between:
Service AgreementService Agreement • April 15th, 2021 • Centogene N.V. • Services-medical laboratories
This Service Agreement (hereinafter referred to as the “Service Agreement”) is entered into based on a tender award dated September 3, 2020 by and between:
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 3rd, 2023 • Centogene N.V. • Services-medical laboratories • New York
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of November 1, 2023, by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 thereof or otherwise a party thereto from time to time (each a “Lender” and collectively, the “Lenders”), CENTOGENE N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, the Netherlands and with offices located at Am Strande 7, 18055 Rostock, Germany and registered with the Chamber of Commerce (Kamer van Koophandel) under number 72822872 (“Parent”), CENTOGENE GMBH, a company with limited liability (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany with offices located at Am Stran
CONSULTANCY AGREEMENT related to KSA FACILITYConsultancy Agreement • November 28th, 2023 • Centogene N.V. • Services-medical laboratories
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:
WARRANT AGREEMENTWarrant Agreement • February 1st, 2022 • Centogene N.V. • Services-medical laboratories
This WARRANT AGREEMENT (this “Agreement”) is made and entered into as of January 31, 2022 by and among Centogene N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands (the “Company”), and the Investors identified on Schedule 1 attached hereto (each an “Investor” and collectively the “Investors”).
Service AgreementService Agreement • April 15th, 2021 • Centogene N.V. • Services-medical laboratories
This Service Agreement (hereinafter referred to as the “Service Agreement”) is entered into based on a tender award dated August 21, 2020, and amended by the agreement entered into on October 13, 2020, by and between:
