IOBT IO Biotech Inc

Number of Warrant Shares: [___]¹

Tranche [A/B/C] ²

Definitions. In this Warrant the following words and expressions will have the following meanings, save where the context requires otherwise:

NOTE TO FORM: To be the number of Warrant Shares purchasable with respect to the given tranche of Warrants calculated in accordance with the Warrant Issuance Agreement.

NOTE TO FORM: To be the applicable Tranche of this Warrant.

NOTE TO FORM: Date to be twenty years from the Issue Date.

NOTE TO FORM: To be the number of Warrant Shares purchasable with respect to the given tranche of Warrants calculated in accordance with the Warrant Issuance Agreement.

with respect to a Call Option exercised in connection with a Qualifying Tender Offer, an amount equal to (i) the product of (1) the price per Share of Common Stock being offered by the applicable offeror multiplied by (2) the number of Warrant Shares purchasable hereunder as of such date minus (ii) the aggregate Strike Price payable to the Company to exercise this Warrant in full as of such date;

with respect to a Call Option exercised in connection with a Transformational Transaction, an amount equal to the positive difference of (i) the greater of (A) the aggregate Fair Market Value of the Warrant Shares purchasable hereunder as of the date that is five Trading Days prior to the announcement of such Transformational Transaction and (B) the aggregate Fair Market Value of the Warrant Shares purchasable hereunder as of the date that is five Trading Days following the announcement of such Transformational Transaction minus (ii) the aggregate Strike Price payable to the Company to exercise this Warrant with respect to such Warrant Shares as of such date; or

with respect to a Call Option not exercised in connection with a Qualifying Tender Offer or a Transformational Transaction, an amount equal to the positive difference of (i) the aggregate Fair Market Value of the Warrant Shares purchasable hereunder as of the date that the Company Call Option Notice is delivered pursuant to Section 5 minus (ii) the aggregate Strike Price payable to the Company to exercise this Warrant with respect to such Warrant Shares as of such date.

all issued and outstanding Shares;

all Shares capable of being issued by the Company pursuant to the exercise in full of all outstanding rights (whether or not contingent and assuming full performance of any equity-linked or performance-linked rights or instruments) to subscribe for or convert into Shares (including under this Warrant); and

all other issued shares, convertible securities, options, warrants, restricted stock units (RSUs), participation rights, conversion privileges or other rights or instruments which are granted to purchase, subscribe for, convert into or otherwise acquire any shares of the Company.

if the press release is issued prior to the market opening on a Trading Day, during the course of such Trading Day; or

if the press release is issued during market opening hours on a Trading Day or after market close on a Trading Day, during the course of the subsequent Trading Day.

Interpretation

to this Warrant or any other agreement or instrument is a reference to this Warrant or other agreement or instrument as amended, novated, supplemented, extended or restated at any time;

to Section, paragraph or schedule is, unless stated otherwise, a reference to a Section or paragraph of, or schedule to, this Warrant;

in a Section or schedule to a paragraph is, unless otherwise stated, a reference to a paragraph in that Section or schedule, where that schedule is split into parts, a reference to a paragraph in that part of that schedule;

to a statute or statutory provision includes a reference to any subordinate legislation and is a reference to:

that statute, statutory provision or subordinate legislation as modified, consolidated, superseded, re-enacted, re-numbered, or replaced (whether with or without modification) from time to time after the date of this Warrant; and

any statute, statutory provision or subordinate legislation which it consolidates, supersedes, re-enacts or replaces (whether with or without modification);

to a party will be deemed to be a reference to any successor to such party or to any person or persons to whom that party assigns or otherwise transfers any or its rights or obligations under this Warrant in accordance with this Warrant;

to the Warrantholder in the context of any Warrant or related Warrant Share means the person or persons within the definition of “Warrantholder” who at that time holds or hold that Warrant;

to one gender is a reference to all or any genders, and references to the singular include the plural and vice versa;

to a legal term for a legal document, court, judicial process, action, remedy, legal status, official or any other legal concept or thing which is specific to a particular jurisdiction shall, in respect of any other jurisdiction, be deemed to be a reference to whatever most closely equates to that legal term in the relevant jurisdiction;

“or” is not exclusive; and

to “including” or “includes” does not limit the scope of the meaning of the words preceding it but shall be taken as meaning “including without limitation” or “includes without limitation.”

The exhibits form part of this Warrant and a reference to “this Warrant” includes its exhibits.

The recitals, index and headings in this Warrant do not affect its interpretation.

Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise substantially in the form set out in Exhibit A hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Warrantholder shall deliver the aggregate Strike Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No wet ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Warrantholder shall not be required to physically surrender this Warrant to the Company until the Warrantholder has purchased all of the Warrant Shares available hereunder and this Warrant has been exercised in full, in which case, the Warrantholder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Warrantholder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Warrantholder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Strike Price. The exercise price per Share of Common Stock under this Warrant shall be [___]⁵, subject to adjustment as contemplated hereunder (the “Strike Price”).

Cashless Exercise. If at any time after the Initial Exercise Date, there is no effective registration statement registering, or no current prospectus available for, the issuance or resale of the Warrant Shares to the Warrantholder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Warrantholder shall be entitled to receive a number of Shares of Common Stock computed using the following formula:

if the Common Stock is traded on The Nasdaq Stock Market (“Nasdaq”), the closing price of the Common Stock of the Company on such market on the day prior to the applicable date of valuation;

if the Common Stock is traded on any registered national stock exchange but is not traded on Nasdaq, the closing price of the Common Stock of the Company on such exchange on the day prior to the applicable date of valuation;

if the Common Stock is traded over-the-counter, but not on Nasdaq or another registered national stock exchange, the closing bid price of the Common Stock of the Company on the day prior to the applicable date of valuation; and

NOTE TO FORM: To be the initial strike price calculated in accordance with the Warrant issuance Agreement.

if there is no active public market for the Common Stock, the fair market value of a Share of Common Stock, as determined by an independent appraiser selected in good faith by the Warrantholder, the fees and expenses of which shall be paid by the Company.

Mechanics of Exercise.

Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Warrantholder by crediting the account of the Warrantholder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Warrantholder or (B) the Warrant Shares are eligible for resale by the Warrantholder without volume or manner of sale limitations pursuant to Rule 144 (assuming cashless exercise of this Warrant, if then permitted), and otherwise by book-entry form or, if requested by the Warrantholder, a physical delivery of a stock certificate, registered in the Company’s share register in the name of the Warrantholder or its designee, for the number of Warrant Shares to which the Warrantholder is entitled pursuant to such exercise to the address specified by the Warrantholder in the Notice of Exercise by the date that is the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Warrantholder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Strike Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. The Company agrees to maintain a transfer agent that is a participant in the Fast Automated Security Transfer program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Warrantholder and upon surrender of this Warrant, at the time of delivery of the Warrant Shares, deliver to the Warrantholder a new Warrant evidencing the rights of the Warrantholder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Warrantholder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Warrantholder will have the right to rescind such exercise, including in the event of a Buy-In, as described in Section 2(d)(iv) below.

Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Warrantholder, if the Company fails to cause the Transfer Agent to transmit to the Warrantholder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Warrantholder is required by its broker to purchase (in an open market transaction or otherwise) or the Warrantholder’s brokerage firm otherwise purchases, Shares of Common Stock to deliver in satisfaction of a sale by the Warrantholder of the Warrant Shares which the Warrantholder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Warrantholder the amount, if any, by which (x) the Warrantholder’s total purchase price (including brokerage commissions, if any) for the Shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Warrantholder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Warrantholder (pursuant to notice to be sent by the Warrantholder to the Company within ten (10) calendar days following the Warrant Share Delivery Date; if such notice is not provided by that date, the Company shall instead have the right to decide), either reinstate the portion of this Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Warrantholder the number of Shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Warrantholder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Warrantholder $1,000. The Warrantholder shall provide the Company written notice indicating the amounts payable to the Warrantholder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Warrantholder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereof.

No Fractional Shares or Scrip. No fractional Shares or scrip representing fractional Shares shall be issued upon the exercise of this Warrant. As to any fraction of a Share which the Warrantholder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Strike Price or round up to the next whole Share.

Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Warrantholder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Warrantholder or in such name or names as may be directed by the Warrantholder; provided, however, that in the event that Warrant Shares are to be issued in a name other than the name of the Warrantholder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form substantially in the form attached hereto as Exhibit B, duly executed by the Warrantholder and transferee and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

Warrantholder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Warrantholder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Warrantholder (together with the Warrantholder’s Affiliates, and any other Persons acting as a group together with the Warrantholder or any of the Warrantholder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation. For purposes of the foregoing sentence, the number of Shares of Common Stock beneficially owned by the Warrantholder and its Affiliates and Attribution Parties shall include the number of Shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of Shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Warrantholder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, Convertible Securities) subject to a limitation on conversion or exercise analogous to the limitation contained herein

Stock Dividends; Splits; Combinations; Reclassifications. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on Shares of its Common Stock or any Convertible Securities (which, for avoidance of doubt, shall not include any Shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides (by any stock split, recapitalization, or otherwise) outstanding Shares of Common Stock into a larger number of Shares, (iii) combines (including by way of reverse stock split) outstanding Shares of Common Stock into a smaller number of Shares or (iv) issues by reclassification of Shares of Common Stock any Shares of capital stock of the Company; then in each case the Strike Price shall be multiplied by a fraction of which the numerator shall be the Shares of Common Stock outstanding immediately before such event and of which the denominator shall be the Shares of Common Stock outstanding immediately after such event, and the number of Shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Strike Price of this Warrant shall remain unchanged, provided that the Strike Price per Share shall in any case be no lower than the par value of the Common Stock. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. The provisions of this Section 3(a) shall similarly apply to successive stock dividends, combinations, reclassifications, or other similar events.

Voluntary Adjustment By Company. The Company may at any time during the term of this Warrant reduce the then current Strike Price of this Warrant to any amount and for any period of time deemed appropriate by the Board of Directors with the prior written consent of the Warrantholder, provided that the Strike Price per underlying Share of Common Stock shall be no lower than the par value of the Common Stock as of the relevant time.

Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Shares of Common Stock are permitted to sell, tender or exchange their Shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Shares of Common Stock or 50% or more of the voting power of the Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Shares of Common Stock or any compulsory share exchange pursuant to which the Shares of Common Stock are effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding Shares of Common Stock or 50% or more of the voting power of the Common Stock (in each case, not including any Shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), in each case, other than in connection with an Acquisition which shall be governed by Section 3(d), then, upon any subsequent exercise of this Warrant, the Warrantholder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Warrantholder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of Shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of Shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Strike Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Share of Common Stock in such Fundamental Transaction, and the Company shall apportion the

Treatment of Warrant Upon Acquisition of Company.

Notwithstanding anything in Section 3(c) to the contrary, in the event of any Fundamental Transaction in which all of the Shares underlying the Warrant Shares, including the outstanding Common Stock and/or such other shares or securities issued pursuant to the adjustment provision set forth in Section 3(c) is converted into or exchanged for only the right to receive cash, which rights may include any future payments, earnouts or contingent value payment that is payable in cash or otherwise has a predetermined cash value

If, immediately prior to the Acquisition, the Cash Consideration payable upon conversion or exchange of one Warrant Share would be greater than the applicable Strike Price in effect on such date, then effective upon the consummation of the Acquisition, this Warrant shall automatically be deemed, on and as of such date, to be converted into only the right to receive an amount in cash equal to (x) the excess of the Cash Consideration payable upon conversion or exchange of one Warrant Share over the Strike Price in effect on such date, multiplied by (y) the number of Warrant Shares for which this Warrant shall not have previously been exercised. If, immediately prior to the Acquisition, the Cash Consideration payable upon conversion or exchange of one Warrant Share would be less than the applicable Strike Price in effect on such date, then effective upon the consummation of the Acquisition, this Warrant shall automatically be deemed on and as of such date to be cancelled for no consideration. To the extent that the Cash Consideration includes any future or contingent payment, the fair market value of such future or contingent payment for the purpose of the determination of the Cash Consideration amount under this Section 3(d)(ii) shall be determined in good faith by the Company’s Board of Directors.

Notwithstanding anything in this Section 3(d) to the contrary, if the Company is permitted to exercise the Call Option with respect to an Acquisition and so exercises the Call Option, this Section 3(d) shall not apply to such Acquisition and the provisions of Section 5 shall instead apply.

Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100^th of a Share, as the case may be. For purposes of this Section 3, the number of Shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of Shares of Common Stock (excluding treasury Shares, if any) issued and outstanding.

Notice to Warrantholder.

Adjustment to Strike Price. Upon the occurrence of any adjustment pursuant to this Section 3, the Company at its expense shall promptly deliver to the Warrantholder a written notice setting forth the adjustment, including a statement of the adjusted Strike Price and adjusted number of Warrant Shares, describing the transactions giving rise to such adjustments and the facts upon which such adjustment is based. The Company shall, upon written request from the Warrantholder, furnish the Warrantholder with a certificate of its Chief Financial Officer or Chief Executive Officer, including computations of such adjustment and the Strike Price, class, and number of Shares in effect upon the date of such adjustment.

Notice to Allow Exercise by Holder. Upon the occurrence of any of the scenarios set forth in Section 3(a) through Section 3(d), unless otherwise provided in such section, then, in each case, the Company shall cause to be delivered by email to the Warrantholder at its last email address as it shall appear upon the Warrant Register of the Company, at least ten (10) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of any issuance, dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Shares of Common Stock of record to be entitled to such issuance, dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which any reclassification, consolidation, merger, sale, transfer or stock exchange is expected to become effective or close, and the date as of which it is expected that holders of the Shares of Common Stock of record shall be entitled to exchange their Shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or stock exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice and provided, further that no notice shall be required if the information is disseminated in a press release or document filed with the SEC. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the SEC pursuant to a Current Report on Form 8-K. The issuance of a press release or the filing of a Form 8-K or other suitable filing with the SEC shall satisfy this notice requirement. The Warrantholder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Transferability. Subject to compliance with any Applicable Laws, including applicable securities laws and the conditions set forth in Section 4(c) hereof, this Warrant and all rights hereunder are transferable, in whole or in part, following the delivery of a notice by the Warrantholder to the Company which specifies the identity of the purchaser or transferee, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed

Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Warrantholder hereof from time to time. The Company may deem and treat the registered Warrantholder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Warrantholder, and for all other purposes, absent actual notice to the contrary.

Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any permitted transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Warrantholder or transferee of this Warrant, as the case may be, comply with the provisions of Section 4(e).

Representation by the Warrantholder. The Warrantholder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Removal of Legends.

In connection with any sale, assignment, transfer or other disposition of the Warrant Shares by a Warrantholder pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Warrantholder with the requirements of this Warrant, if requested by the Warrantholder by notice

Subject to receipt from the Warrantholder by the Company and the Transfer Agent of customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of such time as the Warrant Shares (i) have been registered under the Securities Act pursuant to an effective registration statement or (ii) have been sold pursuant to Rule 144, the Company shall, in accordance with the provisions of this Section 4(e)(ii) and as soon as reasonably practicable following any request therefor from a Warrantholder accompanied by such customary and reasonably acceptable documentation referred to above, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares, and (B) cause its counsel to deliver to the Transfer Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with the provisions of this Warrant.

The Warrantholder irrevocably grants the Call Option to the Company on the terms set forth in this Warrant. The Call Option may be exercised by the Company at its sole discretion in relation to this Warrant (i) upon a Change of Control Event, at any time from 15 (fifteen) Business Days prior to (but conditional on completion thereof) until 15 (fifteen) Business Days after the Change of Control Event, (ii) in the case of a Qualifying Tender Offer, no less than 15 (fifteen) Business Days prior the completion of a Qualifying Tender Offer (and conditional on completion thereof), or (iii) in the case of a Transformational Transaction, at any time from 15 (fifteen) Business Days prior to (but conditional on completion thereof) until 15 (fifteen) Business Days after the Transformational Transaction. In the event that a Material Press Release has been made public by the Company, the Call Option may not be exercised by the Company until at least 5 (five) Business Days following the date of such Material Press Release.

The Company may exercise the Call Option by serving upon the Warrantholder a draft Company Call Option Notice, which upon being served is irrevocable except with the consent of the Warrantholder. The Company shall specify the aggregate Call Option Price in the draft Company Call Option Notice.

The Warrantholder shall have the Call Option Objection Period to agree or dispute the Company’s calculation of the aggregate Call Option Price. If, by the end of the Call Option Objection Period:

the Warrantholder has not delivered a notice in writing to the Company disputing the aggregate Call Option Price, the Warrantholder shall be deemed to have agreed the aggregate Call Option Price specified in the draft Company Call Option Notice, and the draft Company Call Option Notice shall automatically become final and binding on the Company and the Warrantholder; or

to the extent that the Warrantholder has delivered a notice in writing to the Company disputing the aggregate Call Option Price, either or both of the Warrantholder and the Company shall refer the matter to the Expert for determination in accordance with Exhibit D.

Within five (5) Business Days of the Expert’s decision, the Company must deliver to the Warrantholder a revised Company Call Option Notice (together with the Supporting Calculations) incorporating such adjustments, if any, as have been determined by the Expert, provided that the Company shall have the option to withdraw the Company Call Option Notice and cancel the proposed exercise of the Call Option if the aggregate Call Option Price is greater than 110% of the aggregate estimated Call Option Price included in the Company Call Option Notice. The revised Company Call Option Notice will supersede the initial draft Company Call Option Notice and will be final and binding on the Parties from the date of its delivery to the Warrantholder provided that it reflects the changes that have been determined by the Expert.

Within twenty (20) Business Days of the Company Call Option Notice becoming final and binding in accordance with this Section 5, the Company must pay the aggregate Call Option Price in respect of the relevant portion of this Warrant in cash by electronic transfer of funds for same day value to such bank account as the Warrantholder has specified to the Company in advance in writing, whereupon the relevant portion of this Warrant will be cancelled and of no further force and effect.

No Rights as Stockholder Until Exercise. This Warrant does not entitle the Warrantholder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i).

Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of this Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

Business Day. Any payment under this Warrant which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

Authorized Shares. The Company covenants that, during the period this Warrant is outstanding, it will reserve from its authorized and unissued Shares of Common Stock a sufficient number of Shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any Applicable Law or regulation, or of any requirements of the Trading Market upon which the Shares of Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes and Encumbrances created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue or Encumbrances imposed by the Warrantholder).

Governing Law; Jurisdiction; Waiver of Trial by Jury.

This Warrant and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of the State of New York, without regard to any to principles of conflicts or choice of law in the State of New York or in any other state.

Each of the parties hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan, in any action or proceeding arising out of or relating to this Warrant for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees, to the fullest extent permitted by Applicable Law, that all claims in respect of any such action or proceeding may be heard and determined in such state or federal court sitting in the City of New York in the Borough of Manhattan. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

EACH OF THE PARTIES TO THIS WARRANT IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION OR LITIGATION ARISING OUT OF, OR IN CONNECTION WITH, OR RELATING TO, THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE.

Restrictions Upon Resale. The Warrantholder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered and the Warrantholder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

Waiver. Failure to exercise, or a delay in exercising, a right or remedy provided by this Warrant or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Warrant or by law prevents the further exercise of the right or remedy or the exercise of another right or remedy. A waiver of a breach of this Warrant does not constitute a waiver of a subsequent or prior breach of this Warrant.

Notices. Notices and other communications given under or in connection with this Warrant addressed to a party hereto shall be made in writing to either (i) the address or (ii) the e-mail address (and the department for whose attention the communication is to be made), each as set out below, or to such other address or e-mail address as a party previously notifies to the other party in writing:

For the Warrantholder:

For the Company:

Changes to notice address. Each party hereto shall promptly notify the other party in writing of any change in its communication details.

Language for notices. Any notice or other communication given under this Warrant must be in writing and in the English language.

Notice setting deadlines. Notices and other communications, for which fixed periods are laid down in this Warrant or which themselves fix periods binding on the addressee, may be made by hand delivery or registered letter with acknowledgement of receipt. Such notices and communications shall be deemed to have been received by the relevant party on the date of delivery.

Other notices. Other notices and communications may be made may be made by hand delivery, registered letter, or e-mail, which shall be effective upon confirmation of receipt.

Evidence of signing authority. Notices issued by the Company pursuant to any provision of this Warrant shall, where required by the Warrantholder, be delivered to the Warrantholder together with satisfactory evidence of the authority of the person or persons authorized to sign such notice on behalf of the Company and the authenticated specimen signature of such person or persons.

Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Warrantholder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Warrantholder, shall give rise to any liability of the Warrantholder for the purchase price of any Shares of Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

Remedies. The Warrantholder, in addition to being entitled to exercise all rights granted by Applicable Law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

Successors and Assigns. Subject to Applicable Law, including applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Warrantholder. The provisions of this Warrant are intended to be for the benefit of any Warrantholder from time to time of this Warrant and shall be enforceable by the Warrantholder or holder of Warrant Shares.

Amendment. Any amendment to this Warrant shall be made in writing and shall be signed by the parties hereto. For the avoidance of doubt, any accession to this Warrant pursuant to Section 4 shall not be deemed to be an amendment to this Warrant, provided, however, that the second paragraph of Section 2(e) may not be modified or amended or waived prior to obtaining the requisite stockholder approval.

Invalidity. If, at any time, any term of this Warrant is or becomes illegal, invalid or unenforceable in any respect, or this Warrant is or becomes ineffective in any respect, under the laws of any jurisdiction, such illegality, invalidity, unenforceability, or ineffectiveness shall not affect:

the legality, validity, or enforceability in that jurisdiction of any other term of this Warrant or the effectiveness in any other respect of this Warrant in that jurisdiction; or

the legality, validity or enforceability in other jurisdictions of that or any other term of this Warrant or the effectiveness of this Warrant under the laws of such other jurisdictions.

Rights and Remedies are Cumulative. The rights and remedies provided by this Warrant are cumulative and do not exclude any rights and remedies provided by law.

No Partnership. Nothing in this Warrant constitutes a partnership between the parties hereto or constitutes any party as agent of the other party for any purpose whatever and, no party has authority or power to bind the other or to contract in the name of or create liability against the other party in any way or for any purpose.

Costs. The Company shall bear the costs and expenses of the Original Warrantholder in relation to the preparation, negotiation, execution, implementation, enforcement and termination of this Warrant or any ancillary documents, as well as any subsequent amendments, supplements, or waivers of or to this Warrant or any ancillary document, including the costs of any legal, accountancy, and other advisors and any exchange charges incurred, provided that the Company shall not be responsible for any costs or expenses of the Original Warrantholder in connection with a transfer or sale of this Warrant or Warrant Shares by the Warrantholder.

Set-Off.

No set-off by the Company. All payments to be made by the Company under this Warrant shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

Set-off by Warrantholder. Original Warrantholder may set off any matured obligation due from the Company (to the extent beneficially owned by the Original Warrantholder) against any obligation (whether or not matured) owed by the Original Warrantholder to the Company (including the Strike Price owed with respect to any Warrants), regardless of the place of payment, booking branch, or currency of either obligation. If the obligations are in different currencies, the Original Warrantholder may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off. If either obligation is unliquidated or unascertained, the Original Warrantholder may set off in an amount estimated by it in good faith to be the amount of that obligation. All payments to be made by a Warrantholder other than the Original Warrantholder under this Warrant shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

Taxes, Duties, and Fees; Interest on Overdue Sums; Payments.

Company to pay all taxes. The Company shall pay all taxes, duties, fees, and other impositions of whatsoever nature, including stamp duty and registration fees, arising out of the creation, preparation, execution, implementation, perfection, registration, enforcement, amendment (including supplements and waivers) or termination arising out of the Warrant Issuance Agreement, this Warrant or any additional Warrant issued pursuant to the Warrant Issuance Agreement, or any ancillary document, provided that the Company shall not be responsible for (i) any transfer tax payable in connection with the Warrantholder transferring or selling this Warrant or Warrant Shares, (ii) any capital gains and income taxes and any similar taxes and duties attributable to the Warrantholder, or (iii) any incremental tax due to the identity or tax characteristics of the Warrantholder as compared to the Original Warrantholder.

Company to gross up. The Company (or any nominee thereof paying any amount due under this Warrant) shall pay all amounts due under this Warrant gross without any withholding or deduction of any national or local impositions whatsoever, provided that if any such withholding or deduction is required by law or by an agreement with a governmental authority or otherwise, the Company (or such nominee) will gross up the payment to the Warrantholder so that after withholding or deduction, the net amount received by the Warrantholder is equivalent to the sum due; provided further that, the parties hereto shall cooperate and use their commercially reasonable efforts to deliver any documentation that may be required as will permit such amounts to be made without withholding or at a reduced rate of withholding.

Interest. If the Company fails to pay any amount payable by it under this Warrant on its due date, interest shall accrue on any such overdue amount from the due date to the date of actual payment at an annual rate equal to EURIBOR plus 2% (two hundred (200) basis points) and shall be payable in accordance with the demand of the Warrantholder. The Company hereby agrees in advance to have the unpaid interest due for a period of more than one year compounded and such unpaid interest will in turn produce interest at the interest rate set out in this Section 6(r)(iii).

Currency. If the overdue amount is in a currency other than Euros, the relevant interbank rate, or as determined by the Warrantholder, the relevant risk-free rate that is generally retained by the Warrantholder for transactions in Euros plus 2% (200 (two hundred) basis points) shall apply, calculated in accordance with the market practice for such rate.

Fractional time. Any amount due under this Warrant and calculated in respect of a fraction of a year shall be determined based on a year of three hundred and sixty (360) days and the number of days elapsed.

Third Party Rights. A person who is not a party hereto is not entitled to any rights under this Warrant.

Mutual Drafting. This Warrant is the joint product of the Warrantholder and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.

Entire Agreement. This Warrant, the Warrant Issuance Agreement, and the other agreements and documents referred to herein constitute the entire agreement between the parties hereto in relation to the grant of this Warrant and the issuance of Warrant Shares, and supersedes any previous agreement, whether express or implied, on the same matter.

Counterparts. This Warrant may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument.

The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

Payment shall take the form of (check applicable box):

Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

Name:

Title:

Name:

Title:

Name:

Title:

IDENTITY AND SELECTION OF EXPERT

DUTIES OF EXPERT

determine (as appropriate) the Fair Market Value for any Warrant Shares on the basis set out in paragraph 3; and

within one (1) month of the matter being referred to it, give written notice of its determination to the Company and the Warrantholder (the “Expert’s Certificate”), together with a written explanation setting out in reasonable detail the basis and methods used for the purposes of the calculations performed under the previous subparagraph.

BASIS OF VALUATION

if Shares of Common Stock are listed on a Trading Market, Fair Market Value shall be equal to the 5-Day VWAP; or

if Shares of Common Stock are not listed on a Trading Market, the fair market value of a Share of Common Stock as determined in accordance with the following valuation principles:

based on the full equity value of the Company and the terms of its outstanding securities without any discount for lack of liquidity, lack of control, restrictions on marketability, minority interests or lack of other rights of equity holders;

by applying techniques that are appropriate in light of the nature, facts, and circumstances of such Shares;

using reasonable current market data and inputs combined with market participant assumptions; and

taking into account valuations retained in previous transaction or offers related to Instruments of the Company over the preceding twelve (12) month period;

based on the price that would be received for an asset or paid to transfer a liability in an Orderly Transaction, given market conditions at the measurement date, between market participants that are (i) independent of each other, (ii) knowledgeable of the market, (iii) able to transact and willing to transact, that is, they are motivated but not forced or otherwise compelled to do so. For the purposes hereof, any preferred rights shall be taken into consideration for the purposes of such valuation.

adding up any common and preferred distributions made to stockholders of the Company or holders of Instruments giving rise to any kind of distribution or profit entitlement since the date of issuance of the respective Warrants which have not been paid to the Warrantholder;

such valuation to be by guided by the International Private Equity and Venture Capital Valuation Guidelines as such are amended from time to time.

TERMS OF APPOINTMENT OF EXPERT

EXPERT REFUSING OR CEASING TO ACT

LANGUAGE

PARTIES TO PROVIDE INFORMATION AND MAKE SUBMISSIONS

EXPERT MAY DETERMINE PROCEDURES

CONDUCT OF PARTIES

EXPERT NOT ARBITRATOR

COSTS OF THE EXPERT

Contract number (FI No): 97869

Serapis No: 2024-0179

EIB Internal Classification Level –

Corporate Use

WHEREAS:

ARTICLE 1

1.1

INTERPRETATION

1.2

CALCULATIONS OF BASKETS, ETC.

1.3

DEFINITIONS

ARTICLE 2

2.1

AMOUNT OF CREDIT

2.2

DISBURSEMENT PROCEDURE

2.2.1

TRANCHES

2.2.2

DISBURSEMENT OFFER

2.2.3

DISBURSEMENT ACCEPTANCE

2.3

DISBURSEMENT ACCOUNT

2.4

CURRENCY OF DISBURSEMENT

2.5

CONDITIONS OF DISBURSEMENT

2.5.1

INITIAL DOCUMENTARY CONDITIONS PRECEDENT

2.5.2

ALL TRANCHES - DOCUMENTARY CONDITIONS PRECEDENT

2.5.3

ALL TRANCHES – OTHER CONDITIONS

2.5.4

TRANCHE A – ADDITIONAL CONDITIONS PRECEDENT

2.5.5

TRANCHE B – ADDITIONAL CONDITIONS PRECEDENT

2.5.6

TRANCHE C – ADDITIONAL CONDITIONS PRECEDENT

2.6

CANCELLATION

2.7

FEE FOR CANCELLATION OF AN ACCEPTED TRANCHE

2.8

CANCELLATION AFTER EXPIRY OF THE CREDIT

2.9

DROP DEAD FEES

2.10

SUMS DUE UNDER ARTICLE 2

ARTICLE 3

3.1

AMOUNT OF LOAN

3.2

CURRENCY OF REPAYMENT, INTEREST AND OTHER CHARGES

ARTICLE 4

4.1

PAYMENT IN KIND (PIK) INTEREST

4.2

WARRANTS

4.3

INTEREST ON OVERDUE SUMS

ARTICLE 5

5.1

SINGLE INSTALMENT

5.2

VOLUNTARY PREPAYMENT

5.2.1

PREPAYMENT OPTION

5.2.2

PREPAYMENT FEE

5.2.3

PREPAYMENT MECHANICS

5.3

COMPULSORY PREPAYMENT AND CANCELLATION

5.3.1

INVESTMENT COST REDUCTION EVENT

5.3.2

CHANGE EVENTS

5.3.3

ILLEGALITY EVENT

5.3.4

VOLUNTARY NON-EIB PREPAYMENT EVENT

5.3.5

DISPOSALS

5.3.6

PREPAYMENT FEE

5.3.7

PREPAYMENT MECHANICS

5.4

GENERAL

ARTICLE 6

6.1

DAY COUNT CONVENTION

6.2

TIME AND PLACE OF PAYMENT

6.3

NO SET-OFF BY THE BORROWER

6.4

DISRUPTION TO PAYMENT SYSTEMS

6.5

APPLICATION OF SUMS RECEIVED

6.5.1

GENERAL

6.5.2

PARTIAL PAYMENTS

6.5.3

ALLOCATION OF SUMS RELATED TO TRANCHES

ARTICLE 7

7.1

REPRESENTATIONS AND WARRANTIES

7.2

UNDERTAKINGS

ARTICLE 8

8.1

TAXES, DUTIES AND FEES

8.2

OTHER CHARGES

8.3

INCREASED COSTS, INDEMNITY AND SET-OFF

ARTICLE 9

9.1

RIGHT TO DEMAND REPAYMENT

9.2

OTHER RIGHTS AT LAW

9.3

PREPAYMENT FEE

9.4

NON-WAIVER

9.5

AUTOMATIC ACCELERATION

ARTICLE 10

10.1

GOVERNING LAW

10.2

JURISDICTION

10.3

PLACE OF PERFORMANCE

10.4

EVIDENCE OF SUMS DUE

10.5

ENTIRE AGREEMENT

10.6

INVALIDITY

10.7

AMENDMENTS

10.8

COUNTERPARTS

10.9

ASSIGNMENT AND TRANSFER BY THE BANK

10.10

NO MNPI OR PROHIBITED DISCLOSURES

ARTICLE 11

11.1

NOTICES

11.1.1

FORM OF NOTICE

11.1.2

ADDRESSES

11.1.3

DEMAND AFTER NOTICE TO REMEDY

11.2

US PATRIOT ACT

11.3

ENGLISH LANGUAGE

SCHEDULE A

INVESTMENT SPECIFICATION AND REPORTING

INVESTMENT INFORMATION TO BE SENT TO THE BANK AND METHOD OF TRANSMISSION

SCHEDULE B

DEFINITION OF EURIBOR

SCHEDULE C

FORM OF DISBURSEMENT OFFER/ACCEPTANCE

SCHEDULE D

FORM OF DRAWDOWN CERTIFICATE

SCHEDULE E

FORM OF COMPLIANCE CERTIFICATE

SCHEDULE F

INITIAL DOCUMENTARY CONDITIONS PRECEDENT

SCHEDULE G

REPRESENTATIONS AND WARRANTIES

SCHEDULE H

GENERAL UNDERTAKINGS

SCHEDULE I

INFORMATION AND VISITS

SCHEDULE J

POSITIVE PHASE II STUDY

the European Investment Bank having its seat at 100 blvd Konrad Adenauer, Luxembourg, L-2950 Luxembourg, represented by Maria-Teresa Massaad and Yu Zhang

of the first part, and

IO Biotech ApS (company number 36474483) a private limited liability company incorporated in Denmark, having its registered office at C/O COBIS Ole Maaløes Vej 3, 2200 København N represented by Mai-Britt Zocca

The Borrower has stated that it is undertaking a research and development project relating to an innovative immunotherapeutic cancer vaccine to treat melanoma as more particularly described in the technical description (the “Technical Description”) set out in Schedule A (Investment Specification and Reporting) (the “Investment”). The total cost of the Investment, as estimated by the Bank, is EUR 100,000,000.00 (one hundred million euro).

The Bank, considering that the financing of the Investment falls within the scope of its functions, agreed to provide the Borrower with a credit in an amount of EUR 37,500,000.00 (thirty-seven million five hundred thousand euro) under this Finance Contract (the “Contract”) to finance the Investment; provided that the amount of the loan hereunder and any loan provided by another implementing partner under the InvestEU Fund (as defined below) shall not, in any case, together exceed 50% (fifty per cent.) of the total cost of the Investment.

The Borrower is a subsidiary of IO Biotech, Inc. (file no. 5924808), a company incorporated in Delaware, having its registered office at 430 E 29th St., Suite 940, New York, NY 10016 and publicly listed on the NASDAQ stock exchange (NASDAQ: IOBT) (the “Parent”).

The Parent has further agreed to grant the Bank certain rights to purchase shares of the common stock of Parent pursuant to the Warrant Agreements (as defined below) in the Parent as remuneration for the Loan (as defined below) and in accordance with the terms of a Warrant Issuance Agreement (as defined below) and to take all actions available to it and its corporate bodies (including passing all necessary corporate resolutions) to enable the Parent to grant such rights and to execute such Warrant Agreements as set out in the Warrant Issuance Agreement.

On or around the date of this Contract, the Parties have entered into a side letter to reflect their non-binding commercial understanding that, subject to the Bank’s credit approval and to agreement on terms, the Bank will consider a subsequent request by the Borrower to provide additional funding to the Investment or other project investment costs acceptable to the Bank in an amount to be agreed but not exceeding EUR 20,000,000 (twenty million euro).

This operation benefits from support from the European Union under the InvestEU Fund.

The statute of the Bank provides that the Bank shall ensure that its funds are used as rationally as possible in the interests of the European Union; and, accordingly, the terms and conditions of the Bank’s loan operations must be consistent with relevant policies of the European Union.

The Bank considers that access to information plays an essential role in the reduction of environmental and social risks, including human rights violations, linked to the projects it finances and has therefore established its transparency policy, the purpose of which is to enhance the accountability of the Bank’s group towards its stakeholders and the citizens of the European Union in general.

The processing of personal data shall be carried out by the Bank in accordance with applicable EU Law on the protection of individuals with regard to the processing of personal data by the European Union institutions and bodies and on the free movement of such data. For the purposes of the GDPR (as defined below) and Regulation (EU) 2018/1725, the Parties acknowledge their mutual understanding that each Party will act as an independent controller, and not a processor on behalf of or joint controller with the other Party, when processing personal data in connection with this Contract.

The Bank supports the implementation of international and European Union standards in the field of anti-money laundering and countering the financing of terrorism and promotes tax good governance standards. It has established policies and procedures to avoid the risk of misuse of its funds for purposes which are illegal or abusive in relation to applicable laws. The Bank’s group statement on tax fraud, tax evasion, tax avoidance, aggressive tax planning, money laundering and financing of terrorism is available on the Bank’s website and offers further guidance to the Bank’s contracting counterparties.

Interpretation

references to “Articles”, “Recitals”, “Schedules” and “(Sub-)Paragraphs” are, save if explicitly stipulated otherwise, references respectively to articles of, and recitals, schedules and (sub-)paragraphs of schedules to, this Contract. All Recitals and Schedules form part of this Contract;

references to “law” or “laws” mean:

any applicable law and any applicable treaty, constitution, statute, legislation, decree, normative act, rule, regulation, judgement, order, writ, injunction, determination, award or other legislative or administrative measure or judicial or arbitral decision in any jurisdiction which is binding or applicable case law; and

EU Law;

references to “applicable law”, “applicable laws” or “applicable jurisdiction” mean:

a law or jurisdiction applicable to the Borrower and/or any other Obligor (as the context requires), its rights and/or obligations (in each case arising out of or in connection with the Finance Documents), its capacity and/or assets and/or the Investment; and/or, as applicable;

a law or jurisdiction (including in each case the Bank’s Statute) applicable to the Bank, its rights, obligations, capacity and/or assets;

references to a provision of law or a treaty are references to that provision as amended, supplemented, restated or re-enacted;

references to any Finance Document or other agreement or instrument are references to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

words and expressions in plural shall include singular and vice versa;

a Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been waived;

terms defined in the GDPR (as defined below), including the terms “controller”, “data subject”, “personal data”, “processing” and “processor”, have the same meanings when used in Recital (I) to, or Paragraph 25 (Data Protection) of Schedule H (General Undertakings) of, this Contract;

references to “month” mean a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that and subject to the definition of Payment Date, Article 6.1 (Day count convention) and Schedule B (Definition of EURIBOR) and unless provided otherwise in this Contract:

if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; and

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

a reference in this Contract to a page or screen of an information service displaying a rate shall include:

any replacement page of that information service which displays that rate; and

the appropriate page of such other information service which displays that rate from time to time in place of that information service,

Calculations of baskets, etc.

Definitions

involves entities located or established in one or more Member State(s); and

extends to one or more third countries, including acceding States, candidate countries and potential candidates, countries falling within the scope of the European Neighbourhood Policy, the European Economic Area or the European Free Trade Area, to an overseas country or territory linked to a Member State as set out in Annex II to the TFEU (OCT).

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with this Contract; or

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of either the Bank or the Borrower, preventing that Party from:

performing its payment obligations under this Contract; or

communicating with the other Party in accordance with the terms of this Contract,

before deducting any interest, commission, fees, discounts, prepayment fees, premiums or charges and other finance payments whether paid, payable or capitalised by any Group Company (calculated on a consolidated basis) in respect of that Relevant Period;

not including any accrued interest owing to any Group Company;

after adding back any amount attributable to the amortisation or depreciation of assets of members of the Group;

before taking into account any Exceptional Items;

after deducting the amount of any profit (or adding back the amount of any loss) of any Group Company which is attributable to minority interests;

plus or minus the Group’s share of the profits or losses (after finance costs and tax) of entities which are not Group Companies;

before taking into account any unrealised gains or losses on any financial instrument (other than any derivative instrument which is accounted for on a hedge accounting basis); and

before taking into account any gain arising from an upward revaluation of any other asset,

a Member State or an overseas country or territory linked to a Member State as set out in Annex II to the TFEU (OCT);

Norway and Iceland;

a third country to which the Contract extends in case of Cross-border Projects; or

another third country, where necessary for the financing of a project in a country or territory referred to in points (a), (b) or (c) above.

fauna and flora, living organisms including the ecological systems;

land, soil, water (including marine and coastal waters), air, climate and the landscape (natural or man-made structures, whether above or below ground);

cultural heritage (natural, tangible and intangible);

the built environment; and

human health and wellbeing.

EU Law, including principles and standards;

Danish national laws; and

applicable international treaties,

the restructuring of the activities of an entity and reversals of any provisions for the cost of restructuring;

disposals, revaluations, write downs or impairment of non-current assets or any reversal of any write down or impairment;

disposals of assets associated with discontinued operations; and

any other examples of “exceptional items” (as such term has the meaning attributed to it in IFRS).

Sections 1471 to 1474 of the Code or any associated regulations;

any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the United States and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

for Tranche A, the day falling 6 (six) months after the date of this Contract;

for Tranche B, the day falling 24 (twenty-four) months after the date of this Contract; and

for Tranche C, the day falling 36 (thirty-six) months after the date of this Contract.

this Contract;

any Guarantee Agreement;

the Warrant Issuance Agreement;

any Warrant Agreement;

the Registration Rights Agreement;

the Fee Letter; and

any other document designated a “Finance Document” by the Borrower and the Bank.

the Parent;

IOB US; and

each Material Subsidiary (and any other Group Company, as the case may be) which enters into a Guarantee Agreement, including in accordance with sub-paragraph (b) of Paragraph 16 (Guarantees) of Schedule H (General Undertakings), allowing the Borrower to fulfil its undertaking under Paragraph 29 (Obligors’ revenues, assets and EBITDA threshold) of Schedule H (General Undertakings).

obligations for borrowed money;

indebtedness under any acceptance credit;

indebtedness under any bond, debenture, note or similar instrument;

instrument under any bill of exchange;

indebtedness in respect of any interest rate or currency swap or forward currency sale or purchase or other form of interest or currency hedging transaction (including without limit caps, collars and floors);

indebtedness under any Finance Lease;

indebtedness (actual or contingent) under any guarantee, bond security, indemnity or other agreement;

indebtedness (actual or contingent) under any instrument entered into for the purpose of raising finance;

indebtedness in respect of a liability to reimburse a purchaser of any receivables sold or discounted in the event that any amount of those receivables is not paid;

indebtedness arising under a securitisation; or

other transaction which has the commercial effect of borrowing.

the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganization and other laws generally affecting the rights of creditors;

the time barring of claims under statutes of limitation, and defences of set-off or counterclaim under mandatory law of any relevant jurisdiction;

similar principles, rights and defences under the mandatory laws of any relevant jurisdiction; and

any other matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinion delivered to the Bank under or in connection with the Finance Documents.

the Authorised Signatories, accompanied by evidence of signing authority of the persons named on the list and specifying if they have individual or joint signing authority;

the specimen signatures of such persons;

the bank account(s) to which disbursements may be made under this Contract (specified by IBAN code if the country is included in the IBAN Registry published by SWIFT, or in the appropriate account format in line with the local banking practice), BIC/SWIFT code of the bank and the name of the bank account(s) beneficiary, together with evidence that such account(s) have been opened in the name of the beneficiary; and

the bank account(s) from which payments under this Contract will be made by the Borrower (specified by IBAN code if the country is included in the IBAN Registry published by SWIFT, or in the appropriate account format in line with the local banking practice), BIC/SWIFT code of the bank and the name of the bank account(s) beneficiary, together with evidence that such account(s) have been opened in the name of the beneficiary.

the ability of any Obligor to perform its payment or other material obligations under the Finance Documents;

the business, operations or property of any Obligor (other than IOB US provided that it is not a Material Subsidiary) or the Group as a whole; or

subject to the Legal Reservations, the legality, validity or enforceability of, or the effectiveness or ranking of, any Security granted to the Bank, or the rights or remedies of the Bank under the Finance Documents.

if the press release is issued prior to the market opening on a Trading Day, during the course of such Trading Day; or

if the press release is issued during market opening hours on a Trading Day or after market close on a Trading Day, during the course of the subsequent Trading Day.

the consolidated gross revenues of the Group;

the Total Assets; or

the consolidated EBITDA of the Group,

a fee of 5% (five hundred basis points) of the Prepayment Amount if the Prepayment Date is after the relevant Disbursement Date but before or on the first anniversary of such Disbursement Date;

a fee of 3% (three hundred basis points) of the Prepayment Amount if the Prepayment Date is after the first anniversary of the relevant Disbursement Date but before or on the second anniversary of such Disbursement Date;

a fee of 2% (two hundred basis points) of the Prepayment Amount if the Prepayment Date is after the second anniversary of the relevant Disbursement Date but before or on the third anniversary of such Disbursement Date; or

a fee of 1% (one hundred basis points) of the Prepayment Amount if the Prepayment Date is after the third anniversary of the relevant Disbursement Date but before or on the fourth anniversary of such Disbursement Date,

the United Nations, including, inter alia, the United Nations Security Council;

the European Union, including, inter alia, the Council of the European Union and the European Commission, and any other competent bodies/institutions or agencies of the European Union;

the government of the United States of America, and any department, division, agency, or office thereof, including, inter alia, the Office of Foreign Asset Control (OFAC) of the United States Department of the Treasury, the United States Department of State and/or the United States Department of Commerce; and

the government of the United Kingdom, and any department, division, agency, office or authority, including, inter alia, the Office of Financial Sanctions Implementation of His Majesty’s Treasury and the Department for International Trade of the United Kingdom.

labour and working conditions;

occupational health and safety;

rights and interests of vulnerable groups;

rights and interests of indigenous peoples;

gender equality;

public health, safety and security;

avoidance of forced evictions and alleviation of hardship arising from involuntary resettlement; and

stakeholder engagement.

Amount of Credit

Disbursement procedure

Tranches

Tranche A, in an amount of EUR 10,000,000 (ten million euro);

Tranche B, in an amount of EUR 12,500,000 (twelve million five hundred thousand euro); and

Tranche C, in an amount of EUR 15,000,000 (fifteen million euro).

Disbursement Offer

the amount of the Tranche;

the Disbursement Date, which shall be a Relevant Business Day, falling at least 6 (six) Business Days after the date of the Disbursement Acceptance and on or before the Final Availability Date;

the interest rate basis of the Tranche, namely:

the PIK Interest Rate applicable to such Tranche and

the Payment Dates and interest periods;

the Maturity Date;

the Disbursement Acceptance Deadline; and

the relevant number of shares of common stock of the Parent issuable pursuant to the terms of the Warrant Agreement applicable to such Tranche.

Disbursement Acceptance

The Borrower may accept a Disbursement Offer by delivering a Disbursement Acceptance to the Bank no later than the Disbursement Acceptance Deadline, which shall in any case be at least 6 (six) Business Days before the Disbursement Date. The Disbursement Acceptance shall be signed by an Authorised Signatory with individual representation rights or 2 (two) or more Authorised Signatories with joint representation right and shall specify the Disbursement Account to which disbursement of the Tranche should be made in accordance with Article 2.3 (Disbursement Account).

If a Disbursement Offer is duly accepted by the Borrower in accordance with its terms on or before the Disbursement Acceptance Deadline, and provided the conditions in Article 2.5.3 (All Tranches – Other Conditions) are met, the Bank shall make the Accepted Tranche available to the Borrower in accordance with the relevant Disbursement Offer and subject to the terms and conditions of this Contract.

The Borrower shall be deemed to have refused any Disbursement Offer which has not been duly accepted in accordance with its terms on or before the Disbursement Acceptance Deadline, in which case the Tranche shall not be made available to the Borrower by the Bank, and the Credit shall not be affected.

The Bank may rely on the information set out in the most recent List of Authorised Signatories and Accounts provided to the Bank by the Borrower. If a Disbursement Acceptance is signed by a person defined as Authorised Signatory under the most recent List of Authorised Signatories and Accounts provided to the Bank by the Borrower, the Bank may assume that such person has the power to sign and deliver in the name and on behalf of the Borrower such Disbursement Acceptance.

Disbursement Account

Disbursement shall be made to the Disbursement Account specified in the relevant Disbursement Acceptance, provided that such Disbursement Account is acceptable to the Bank.

Only one Disbursement Account may be specified for each Tranche.

Currency of disbursement

Conditions of Disbursement

Initial Documentary Conditions Precedent

All Tranches - Documentary Conditions Precedent

a certificate from the Borrower in the form of Schedule D (Form of Drawdown Certificate), signed by an Authorised Signatory(ies) and dated no earlier than the date falling 14 (fourteen) Business Days before the Disbursement Date;

evidence of the Borrower’s solvency position on the basis of an up-to-date transcript from the Danish Business Authority; and

evidence of any Guarantor’s solvency position in the form of a Guarantor’s solvency certificate in which the relevant Guarantor makes representation about its solvency and (if available in a given jurisdiction) attaches to it relevant evidence of such solvency status from competent public registers.

All Tranches – Other Conditions

the Repeating Representations are correct in all respects; and

no event or circumstance which constitutes or would with the passage of time or the giving of notice or the making of any determination under this Contract (or any combination of the foregoing) constitute:

an Event of Default; or

a Prepayment Event other than pursuant to Article 5.3.1 (Investment Cost Reduction Event),

Tranche A – Additional Conditions Precedent

Tranche B – Additional Conditions Precedent

the execution by the Parent and delivery to the Bank of the Tranche B Warrant Agreement in accordance with the Warrant Issuance Agreement; and

either:

evidence of positive phase III study in first line advanced melanoma study with IO102-IO103 on the full population of the study (i.e. documentation of having achieved statistical significance on PFS with a P value of 0.05 or lower with no degradation of OS trend in the treatment arm); or

evidence of positive phase II study in another indication (e.g. first line Metastatic solid tumors such as NSCLC, or SCCHN, or Neo-adjuvant / Adjuvant solid tumors in Melanoma or SCCHN) and as further set out in either one of Paragaphs 1 to 4 of Schedule J (Positive Phase II Study).

Tranche C – Additional Conditions Precedent

the execution by the Parent and delivery to the Bank of the Tranche C Warrant Agreement in accordance with the Warrant Issuance Agreement;

evidence that at least USD 50,000,000 in cash has been injected into or received by the Parent after the date of this Contract through the issuance of new shares in the Parent or through payments to the Parent or the Borrower from partnerships; and

evidence that the Borrower has:

submitted regulatory application for marketing approval in the United States or the European Union based on positive phase III study in first line advanced melanoma study IO102-IO103 either based on interim analysis for accelerated approval in the United States or based on the full population of the study for standard approval in the United States or the European Union; or

submitted a regulatory application for market authorisation for earlier lines of melanoma treatment (i.e. neoadjuvant or adjuvant setting) in the United States or the European Union.

Cancellation

The Borrower may send a written notice to the Bank requesting a cancellation of the undisbursed Credit or a portion thereof. In its written notice the Borrower:

must specify whether the Credit shall be cancelled in whole or in part and, if in part, the amount of the Credit to be cancelled; and

must not request any cancellation of an Accepted Tranche which has a Disbursement Date falling within 5 (five) Business Days of the date of such written notice.

No part of Tranche A or Tranche B may be cancelled pursuant to sub-paragraph (a) above unless no part of Tranche C is available for disbursement under this Contract and no part of Tranche A may be cancelled pursuant to sub-paragraph (a) above unless no part of Tranche B and Tranche C is available for disbursement under this Contract.

At any time upon the occurrence of the following events, the Bank may notify the Borrower in writing that the undisbursed portion of the Credit shall be cancelled in whole or in part:

a Prepayment Event, which for the avoidance of doubt and only in case of an event pursuant to Article 5.3.1 (Investment Cost Reduction Event) or 5.3.4 (Voluntary Non-EIB Prepayment Event), by an amount equal to the amount by which it is entitled to cancel the Credit;

an Event of Default; or

an event or circumstance which would, with the passage of time or the giving of notice or the making of any determination under this Contract (or any combination of the foregoing) constitute a Prepayment Event other than pursuant to Article 5.3.1 (Investment Cost Reduction Event) or an Event of Default.

Fee for cancellation of an Accepted Tranche

If pursuant to sub-paragraph (a) of Article 2.6 (Cancellation) the Borrower cancels an Accepted Tranche, the Borrower shall pay to the Bank the Cancellation Fee.

If pursuant to sub-paragraph (c) of Article 2.6 (Cancellation) the Bank cancels all or part of an Accepted Tranche, the Borrower shall pay to the Bank the Cancellation Fee.

If an Accepted Tranche is not disbursed on the Disbursement Date because the conditions precedent set out in Article 2.5.3 (All Tranches – Other Conditions) are not satisfied on such date, such Tranche shall be cancelled and the Borrower shall pay to the Bank the relevant Cancellation Fee.

Cancellation after expiry of the Credit

Drop Dead Fees

If no disbursement of Tranche A has been made within 6 (six) months from the date of this Contract or in case the Credit is cancelled in full under Article 2.6 (Cancellation) prior to the expiry of such term, the Borrower shall pay to the Bank a one-off contractual fee equal to 1% (one hundred basis points) of Tranche A.

If no disbursement of Tranche B has been made on the Final Availability Date and provided that that the technical condition precedent applicable to Tranche B set out in sub-paragraph (b) of Article 2.5.5 (Tranche B – Additional Conditions Precedent) has been satisfied, the Borrower shall pay to the Bank a one-off contractual fee equal to 1% (one hundred basis points) of Tranche B.

If no disbursement of Tranche C has been made on the Final Availability Date and provided that that the conditions precedent applicable to Tranche C set out in sub-paragraphs (b) and (c) of Article 2.5.6 (Tranche C—Additional Conditions Precedent) have been satisfied, the Borrower shall pay to the Bank a one-off contractual fee equal to 1% (one hundred basis points) of Tranche C.

In case of cancellation of Tranche B and/or Tranche C under paragraph (a) of Article 2.6 (Cancellation) on or prior to the Final Availability Date, the Borrower shall pay to the Bank a one-off contractual fee equal to 1% (one hundred basis points) of the cancelled amount.

The fees payable under this Article 2.9 (Drop Dead Fees) (the “Drop Dead Fees”) shall be payable by the Borrower to the Bank in EUR within 15 (fifteen) days of the Borrower’s receipt of the Bank’s demand or within any longer period specified in the Bank’s demand.

For the avoidance of doubt, the Drop Dead Fees payable under this Article 2.9 (Drop Dead Fees) are independent of any other fees stipulated in this Contract.

Sums due under Article 2

Amount of Loan

Currency of repayment, interest and other charges

The Borrower shall pay interest, principal and other charges payable in respect of each Tranche in EUR.

Any other payment shall be made in the currency specified by the Bank having regard to the currency of the expenditure to be reimbursed by means of that payment.

Payment in Kind (PIK) Interest

Warrants

Interest on overdue sums

for overdue sums related to each Tranche, the higher of:

the applicable PIK Interest Rate plus 2% (two hundred basis points); or

EURIBOR plus 2% (two hundred basis points); or

for overdue sums other than under sub-paragraph (a) of Article 4.3 (Interest on overdue sums) above, EURIBOR plus 2% (two hundred basis points),

Single instalment

Voluntary prepayment

Prepayment option

Subject to Articles 5.2.2 (Prepayment Fee) and 5.4 (General), the Borrower may prepay all or part of any Tranche, together with accrued interest (including any interest under Article 4.1 (Payment in Kind (PIK) Interest)), any Prepayment Fee and indemnities if any and any amount due under any Finance Document in connection to such Tranche, upon giving a Prepayment Request with at least 30 (thirty) calendar days prior notice specifying:

the Prepayment Amount;

the Prepayment Date, which shall be a Payment Date; and

the Contract Number.

The Prepayment Request shall be irrevocable.

Prepayment Fee

Prepayment mechanics

Compulsory prepayment and cancellation

Investment Cost Reduction Event

The Borrower shall promptly inform the Bank if an Investment Cost Reduction Event has occurred or is likely to occur. At any time after the occurrence of an Investment Cost Reduction Event the Bank may, by notice to the Borrower, cancel the undisbursed portion of the Credit and/or demand prepayment of the Loan Outstanding, in either case, up to the amount by which the Credit exceeds the limits referred to in paragraph (b) below together with accrued interest and all other amounts accrued and outstanding under this Contract or any other Finance Document in relation to the proportion of the Loan Outstanding to be prepaid.

For the purpose of this Article, “Investment Cost Reduction Event” means that the total cost of the Investment at completion by the final date specified in the Technical Description falls below the figure stated in Recital (A) so that the amount of the Credit exceeds:

50% (fifty per cent.);

when aggregated with the amount of any other funds from the European Union made available for the Investment, 70% (seventy per cent.); or

when aggregated with the principal amount of any loan provided by another implementing partner under the InvestEU Fund to finance the Investment, 50% (fifty per cent.),

Change Events

a Change-of-Control Event has occurred; or

a Change-of-Law Event has occurred or is likely to occur.

Illegality Event

Upon becoming aware of an Illegality Event:

the Bank shall promptly notify the Borrower, and

the Bank may immediately (A) suspend or cancel the undisbursed portion of the Credit, and/or (B) demand prepayment of the Loan Outstanding, together with accrued interest and all other amounts accrued and outstanding under this Contract or any other Finance Document on the date indicated by the Bank in its notice to the Borrower.

For the purposes of this Article, “Illegality Event” means that it becomes unlawful in any applicable jurisdiction, or if it becomes contrary to any Sanctions, for the Bank to:

perform any of its obligations as contemplated in this Contract; or

fund or maintain the Loan.

Voluntary Non-EIB Prepayment Event

The Borrower shall promptly inform the Bank if a Voluntary Non-EIB Prepayment Event has occurred or is likely to occur. At any time after the occurrence of a Voluntary Non-EIB Prepayment Event the Bank may, by notice to the Borrower, cancel the undisbursed portion of the Credit and demand prepayment of the Loan Outstanding, together with accrued interest and all other amounts accrued and outstanding under this Contract or any other Finance Document in relation to the proportion of the Loan Outstanding to be prepaid.

The proportion of the Credit that the Bank may cancel and the proportion of the Loan Outstanding that the Bank may require to be prepaid shall be the same as the proportion that the prepaid amount of the Non-EIB Financing bears to the aggregate outstanding amount of all Non-EIB Financing.

Disposals

Prepayment Fee

Prepayment mechanics

General

A repaid or prepaid amount may not be reborrowed.

If the Borrower prepays a Tranche on a date other than a relevant Payment Date, under Article 5.2 (Voluntary prepayment), or if the Bank exceptionally accepts, solely upon the Bank’s discretion, a Prepayment Request with prior notice of less than 30 (thirty) calendar days, the Borrower shall pay to the Bank an administrative fee in such an amount as the Bank shall notify to the Borrower.

Day count convention

Time and place of payment

If neither this Contract nor the Bank’s demand specifies a due date, all sums other than sums of interest, indemnity and principal are payable within 15 (fifteen) days of the Borrower’s receipt of the Bank’s demand.

Each sum payable by the Borrower under this Contract shall be paid to the following account:

The Borrower shall provide the Contract Number as a reference for each payment made under this Contract.

Any disbursements by and payments to the Bank under this Contract shall be made using the Disbursement Account (for disbursements by the Bank) and the Payment Account (for payments to the Bank).

No set-off by the Borrower

Disruption to Payment Systems

the Bank may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of this Contract as the Bank may deem necessary in the circumstances;

the Bank shall not be obliged to consult with the Borrower in relation to any changes mentioned in sub-paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; and

the Bank shall not be liable for any damages, costs or losses whatsoever arising as a result of a Disruption Event or for taking or not taking any action pursuant to or in connection with this Article 6.4 (Disruption to Payment Systems).

Application of sums received

General

Partial payments

first, any unpaid fees, costs, indemnities and expenses due under this Contract;

secondly, any accrued interest due but unpaid under this Contract;

thirdly, any principal due but unpaid under this Contract; and

fourthly, any other sum due but unpaid under this Contract.

Allocation of sums related to Tranches

Representations and Warranties

The Borrower makes the representations and warranties set out in Schedule G (Representations and Warranties) to the Bank on the date of this Contract in respect of itself and, where applicable, the other Obligors.

The Repeating Representations are deemed to be made by the Borrower (in respect of itself and, where applicable, the other Obligors) on the date of each Disbursement Acceptance, each Disbursement Date and each Payment Date by reference to the facts and circumstances then existing.

Undertakings

Taxes, duties and fees

Other charges

Increased costs, indemnity and set-off

The Borrower shall pay to the Bank any costs or expenses incurred or suffered by the Bank as a consequence of the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or compliance with any law or regulation which occurs after the date of this Contract, in accordance with or as a result of which (i) the Bank is obliged to incur additional costs in order to fund or perform its obligations under this Contract, or (ii) any amount owed to the Bank under this Contract or the financial income resulting from the granting of the Credit or the Loan by the Bank to the Borrower is reduced or eliminated.

Without prejudice to any other rights of the Bank under this Contract or under any applicable law, the Borrower shall indemnify and hold the Bank harmless from and against any loss incurred as a result of any full or partial discharge that takes place in a manner other than as expressly set out in this Contract.

The Bank may set off any matured obligation due from the Borrower under each Finance Document (to the extent beneficially owned by the Bank) against any obligation (whether or not matured) owed by the Bank to the Borrower regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Bank may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off. If either obligation is unliquidated or unascertained, the Bank may set off in an amount estimated by it in good faith to be the amount of that obligation.

Right to demand repayment

any amount payable pursuant to any Finance Document is not paid on the due date at the place and in the currency in which it is expressed to be payable, unless:

its failure to pay is caused by an administrative or technical error or a Disruption Event; and

payment is made within 3 (three) Business Days of its due date;

any information or document given to the Bank by or on behalf of any Obligor or any representation, warranty or statement made or deemed to be made by the Borrower in, pursuant to or for the purposes of entering into any Finance Document or in connection with the negotiation or performance of any Finance Document is or proves to have been incorrect, incomplete or misleading in any material respect;

following any default of any Obligor in relation to any loan, or any obligation arising out of any financial transaction, other than the Loan:

such Obligor is required or is capable of being required to prepay, discharge, close out or terminate ahead of maturity such other loan or obligation; or

any financial commitment for such other loan or obligation is cancelled or suspended;

any Obligor is unable to pay its debts as they fall due, or suspends its debts, or makes or seeks to make a composition with its creditors (excluding the Bank) including a moratorium, or, by reason of financial difficulties, commences negotiations with one or more of its creditors (excluding the Bank) with a view to rescheduling any of its Indebtedness;

any of the following occurs: (i) the admission by any Obligor of its inability to pay its debts when and as they become due; (ii) the execution by any Obligor of a general assignment for the benefit of creditors; (iii) the filing by or against any Obligor of a petition in bankruptcy or any petition for relief under any bankruptcy, insolvency, or debtor’s relief law, or, in the case of any involuntary filing of a petition against any Obligor, the continuation of such petition without dismissal for a period of sixty (60) days or more; (iv) the appointment of a receiver or trustee to take possession of the property or assets of any Obligor; or (v) any other corporate action, legal proceedings or other procedure or step is taken in relation to the suspension of payments, a moratorium of any indebtedness, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) or an order is made or an effective resolution is passed for the winding up of any Obligor, or if any Obligor is declared insolvent or ceases or resolves to cease to carry on the whole or any substantial part of its business or activities or any situation similar to any of the above occurs under any applicable law, unless such action, proceeding or procedure is frivolous or vexatious and is discharged, stayed or dismissed within 30 (thirty) days of commencement;

an encumbrancer takes possession of, or a receiver, liquidator, administrator, administrative receiver or similar officer is appointed, whether by a court of competent jurisdiction or by any competent administrative authority or by any person, of or over, any part of the business or assets of any Obligor or any property forming part of the Investment;

any Obligor defaults in the performance of any obligation in respect of any other loan granted by the Bank or financial instrument entered into with the Bank;

any Obligor defaults in the performance of any obligation in respect of any other loan or financial instrument made to it from the resources of the Bank or the European Union;

any distress, execution, sequestration or other process is levied or enforced upon the property of any Obligor or any property forming part of the Investment and is not discharged or stayed within 30 (thirty) days;

a Material Adverse Change occurs, as compared with the position at the date of this Contract;

it is or becomes unlawful for any Obligor to perform any of its obligations under the Finance Documents, or any Finance Document is not effective in accordance with its terms or is alleged by any Obligor to be ineffective in accordance with its terms; or

any Obligor fails to comply with any other provision under the Finance Documents (including, without limitation, each of the undertakings in Schedule A (Investment Specification and Reporting), Schedule H (General Undertakings) and Schedule I (Information and Visits)), unless the non-compliance or circumstance giving rise to the non-compliance is capable of remedy and is remedied within 20 (twenty) Business Days from the earlier of the Borrower becoming aware of the non-compliance and a notice served by the Bank on the Borrower.

Other rights at law

Prepayment Fee

Non-Waiver

Automatic Acceleration

Governing Law

Jurisdiction

The courts Denmark (with the Copenhagen City Court (Københavns Byret) as the court of first instance) have exclusive jurisdiction to settle any dispute (a “Dispute”) arising out of or in connection with this Contract (including a dispute regarding the existence, validity or termination of this Contract or the consequences of its nullity).

The Parties agree that the courts of Denmark are the most appropriate and convenient courts to settle Disputes between them and, accordingly, that they will not argue to the contrary.

Place of performance

Evidence of sums due

Entire Agreement

Invalidity

the legality, validity or enforceability in that jurisdiction of any other term of this Contract or the effectiveness in any other respect of this Contract in that jurisdiction; or

the legality, validity or enforceability in other jurisdictions of that or any other term of this Contract or the effectiveness of this Contract under the laws of such other jurisdictions.

Amendments