UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
December 2, 2024
NEBIUS GROUP N.V.
Schiphol Boulevard 165
1118 BG, Schiphol, the Netherlands.
Tel: +31 202 066 970
(Address, Including ZIP Code, and Telephone
Number,
Including Area Code, of Registrant’s Principal
Executive Offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F
¨
On December 2, 2024, Nebius Group N.V. (the
“Company”) entered into share purchase agreements (the “Share Purchase Agreements”) with the investors named therein
(the “Purchasers”), for the private placement (the “Private Placement”) of an aggregate of 33,333,334 Class A
ordinary shares (the “Shares”), nominal value €0.01 per share (the “Class A Shares”), at a purchase
price of $21.00 per Class A Share. The aggregate gross proceeds to the Company will be approximately $700 million, before
deducting offering expenses. The Company intends to use the net proceeds from the Private Placement to support its previously announced
plans to further build out its full-stack AI infrastructure – including large-scale GPU clusters, cloud platforms and tools and
services for developers – for AI pioneers globally. Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release
of the Company dated December 2, 2024, announcing the Company’s Private Placement. The Private Placement is subject to customary
closing conditions; the Company anticipates that the transaction will close on or about December 9, 2024.
The Share Purchase Agreements contain customary
representations, warranties and agreements by the Company, indemnification obligations of the Company and the Purchasers, including for
liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and other obligations of the parties. The
representations, warranties and covenants contained in the Share Purchase Agreements were made only for purposes of such Share Purchase
Agreements and are made as of specific dates; are solely for the benefit of the parties to the Share Purchase Agreements (except as specifically
set forth therein); may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms
of the Share Purchase Agreements, instead of establishing matters as facts; and may be subject to standards of materiality and knowledge
applicable to the contracting parties that differ from those applicable to the investors generally. Investors should not rely on the representations,
warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company.
In addition, on December 2, 2024, the Company
and the Purchasers entered into investor agreements (the “Investor Agreements”), pursuant to which the Company will use its
reasonable best efforts to file a registration statement with the Securities and Exchange Commission (the “SEC”) by no later
than the earlier of (i) five (5) calendar days following the timely filing with the SEC of the Company’s Annual Report
on Form 20-F for the fiscal year ending December 31, 2024 and (ii) May 20, 2025 (the “Filing Deadline”),
covering certain sales and distributions as set out in the Investor Agreements, pursuant to Rule 415 under the Securities Act, and
to use its reasonable best efforts to have such registration statement declared effective within the time period set forth in the Investor
Agreement.
The Private Placement is exempt from the registration
requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of
the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state
laws. Each Purchaser represented that it is an accredited investor within the meaning of Rule 501(a) of Regulation D and is
acquiring the Shares as principal for its own account and not with a view to or for distributing or reselling the Class A Shares.
The Class A Shares were offered without any general solicitation by the Company or its representatives. The Class A Shares sold
and issued in the Private Placement have not been registered under the Securities Act or any state securities laws and may not be offered
or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements of the Securities
Act.
The foregoing descriptions of the Share Purchase
Agreements and the Investor Agreements do not purport to be complete and are qualified in their entirety by reference to the form of Share
Purchase Agreement and Investor Agreement filed as Exhibits 99.2 and 99.3, respectively, to this Report on Form 6-K and incorporated
herein by reference.
In addition, having considered the strong trading
dynamics and liquidity profile in the Company’s Class A shares since the resumption of trading on Nasdaq on October 21,
2024, the Company’s Board of Directors has determined that a potential repurchase by the Company of its Class A shares is no
longer warranted.
INDEX TO EXHIBITS
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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NEBIUS GROUP N.V. |
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| Date: December 2, 2024 |
By: |
/s/ JOHN BOYNTON |
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John Boynton |
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Chairman of the Board |
Exhibit 99.1
group.nebius.com | Nebius
B.V.,
Gustav
Mahlerlaan 300,
1082
ME Amsterdam
|
Nebius announces
oversubscribed strategic equity financing of USD 700 million to accelerate roll-out of full-stack AI infrastructure
| · | Investment
comes from a select group of institutional and accredited investors, including participation
from Accel, NVIDIA, and certain accounts managed by Orbis Investments |
| · | Supports
additional capacity deployments in the US and other key markets |
| · | Company
now expects to deliver an annualized run-rate revenue (“ARR”)1 by
year-end 2025 of USD 750 million to USD 1.0 billion |
| · | Board
has determined that a potential repurchase by the Company of its Class A shares is no
longer warranted |
Amsterdam, December 2,
2024 – Nebius Group N.V. (“Nebius Group”, “Nebius” or the “Company”; NASDAQ:NBIS), a leading
AI infrastructure company, today announced that it has entered into definitive agreements for a USD 700 million private placement financing
from a select group of institutional and accredited investors, including participation from Accel, NVIDIA, and certain accounts managed
by Orbis Investments.
The financing supports
Nebius’ previously announced plans to further build out its full-stack AI infrastructure – including large-scale GPU clusters,
cloud platforms and tools and services for developers – for AI pioneers globally.
Arkady Volozh, founder
and CEO of Nebius, said:
“The foundation
of our business is our expertise in building advanced technology infrastructure. We have demonstrated the scale of our ambitions, initiating
an AI infrastructure build-out across two continents. This strategic financing gives us additional firepower to do it faster and on a
larger scale. I’m grateful to our investors for the trust they have placed in us – our team is ready to deliver.”
Nebius’
full-stack AI infrastructure is being purpose-built to meet the demands of the global AI industry and leans on deep technical expertise
across hardware and software, cloud engineering and machine learning (“ML”). Nebius’ core AI infrastructure business
has around 400 engineers with decades of knowledge of building world-class tech infrastructure, as well as an in-house large language
model (“LLM”) R&D team.
1 Annualized run-rate revenue
as of the end of the period is calculated as revenue for the last month of the period multiplied by twelve.
The Company is pursuing
an AI infrastructure build-out strategy which combines investments in build-to-suit data centers at greenfield sites with additional
capacity deployments through colocations and the expansion of its existing facilities.
The AI-native Nebius
GPU cloud is designed to manage the full ML lifecycle – from data processing and training through to fine-tuning and inference
– all in one place. The recently launched Nebius AI Studio inference service expands the Company’s offering to app
builders, with access to a range of state-of-the-art open-source models in a flexible, user-friendly environment at among the lowest
price-per-token on the market.
In the private placement,
Nebius will issue 33,333,334 Class A shares at a price per share of USD 21.00, which represents an approximately 3% premium to the
volume-weighted average price of the Class A shares since the resumption of trading on Nasdaq. The closing of the private placement
is subject to customary closing conditions. Additional details regarding the private placement will be included in a Form 6-K to
be filed by the Company with the Securities and Exchange Commission (the “SEC”).
In connection with the
private placement, the Board of Directors of the Company is delighted to grant observer rights to Matt Weigand, a Partner at Accel, and
intends to nominate Mr. Weigand for election as a director at the 2025 Annual General Meeting of Shareholders.
In addition, having
considered the strong trading dynamics and liquidity profile in the Company’s shares since the resumption of trading on Nasdaq
on October 21, 2024, the Board has determined that a potential repurchase by the Company of its Class A shares is no longer
warranted.
At the Company’s
Annual General Meeting of Shareholders in August 2024, shareholders approved a general authorization for the Company to repurchase
up to 81 million Class A shares within certain parameters, including a maximum repurchase price of $10.50 per share. This price
represented the pro-rata amount of cash on the Company’s balance sheet following the final closing of the Company's divestment
of its Russian business, net of tax and transaction costs, and was not an indication of the value of the current business.
John Boynton, Chairman
of the Board of Nebius, said:
“The authorization
to potentially repurchase shares was originally intended to provide legacy shareholders who wanted to exit our new business an opportunity
to do so, especially in light of the prolonged suspension of trading on Nasdaq. Based on the strong level of investor engagement and
technical dynamics which we have observed following the resumption of trading on Nasdaq, we believe that those shareholders who may have
wanted to exit have had an opportunity to do so at a price higher than the maximum repurchase price authorized by shareholders.
“The Board has
determined that the best way to maximize value for the Company’s shareholders is to invest our capital into our core AI infrastructure
business, where the Company believes there is a substantial market opportunity.”
As a result of the combination
of the strategic financing and the decision not to deploy any capital toward repurchasing Class A shares, the Company is in a position
to narrow its previous guidance, and now expects to deliver an ARR by year-end 2025 of USD 750 million to USD 1.0 billion.
Goldman Sachs Bank Europe
SE (“Goldman Sachs”) is acting as sole placement agent for the Company and no one else in connection with the private placement
and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Goldman Sachs nor for
providing advice in connection with the private placement or any other matters referred to in this press release.
In addition (but except
in connection with its role as placement agent on the private placement), Goldman Sachs is acting as financial advisor for the Company
and no one else in connection with the Company’s review of strategic options and will not be responsible to anyone else for providing
the protections afforded to clients of Goldman Sachs, or for giving advice in connection with this review or any other matter referred
to in this press release.
The securities described
above have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements. The company has agreed to file a resale registration statement
with the SEC following the filing of its 2024 Annual Report on Form 20-F for purposes of registering the resale of the Class A
shares described above.
This press release does
not constitute an offer to sell or the solicitation of an offer to buy any securities, and shall not constitute an offer, solicitation
or sale in any jurisdiction in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or jurisdiction.
Contacts
For journalists: media@nebius.com
For investors: askIR@nebius.com
About Nebius
Nebius is a technology
company building full-stack infrastructure to service the explosive growth of the global AI industry, including large-scale GPU clusters,
cloud platforms, and tools and services for developers. Headquartered in Amsterdam and listed on Nasdaq, the company has a global footprint
with R&D hubs across Europe, North America and Israel.
Nebius’ core business
is an AI-centric cloud platform built for intensive AI workloads. With proprietary cloud software architecture and hardware designed
in-house (including servers, racks and data center design), Nebius gives AI builders the compute, storage, managed services and tools
they need to build, tune and run their models.
A Preferred cloud service
provider in the NVIDIA Partner Network, Nebius offers high-end infrastructure optimized for AI training and inference. The Company’s
core AI infrastructure business boasts a team of around 400 skilled engineers, delivering a true hyperscale cloud experience tailored
for AI builders.
To learn more, please visit www.nebius.com
Disclaimer
Forward Looking Statements
This press release
and the materials referenced herein contain forward-looking statements that involve risks and uncertainties. All statements contained
or implied other than statements of historical facts, including, without limitation, statements regarding our business plans, market
opportunities, capacity build-out plans, capital expenditure requirements, financing requirements and projected financial performance,
are forward-looking statements. In some cases, these forward-looking statements can be identified by words or phrases such as “may,”
“will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,”
“plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar
expressions. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee
of future performance. Actual results may differ materially from the results predicted or implied by such statements, and Nebius’
reported results should not be considered as an indication of future performance. The potential risks and uncertainties that could cause
actual results to differ from the results predicted or implied by such statements include, among others, our ability to successfully
operate and develop a fundamentally different, early-stage group following the divestment of a significant portion of our historical
operations; to successfully identify sites and enter into purchase, lease, build-to-suit or acquisition agreements with respect to additional
data center capacity; to obtain cost-effective and reliable access to electrical power for such sites, to implement our business plans;
to continue to successfully capture customers; to continue to successfully obtain required supplies of hardware on acceptable terms;
and to obtain any further debt or equity financing that may be necessary to achieve our objectives. Many of these risks and uncertainties
depend on the actions of third parties and are largely outside of our control. Notwithstanding the completion of the full divestment
of our Russian businesses, we also continue to be subject to many of the risks and uncertainties included under the captions “Risk
Factors” and “Operating and Financial Review and Prospects” in our Annual Report on Form 20-F for the year ended
December 31, 2023 and “Risk Factors” in a shareholder circular filed as Exhibit 99.2 to a Report on Form 6-K
filed with the U.S. Securities and Exchange Commission (“SEC”) on February 8, 2024, which are available on our investor
relations website at https://group.nebius.com and on the SEC website at www.sec.gov. All information in this release is as of December 2,
2024, and the Company undertakes no duty to update this information unless required by law.
In addition, statements
that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based
upon information available to us as of the date of this press release, and while we believe such information forms a reasonable basis
for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted
an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain,
and investors are cautioned not to unduly rely upon these statements.
Exhibit 99.2
EXECUTION VERSION
SHARE PURCHASE AGREEMENT
by and between
NEBIUS GROUP N.V.
and
THE INVESTOR AS SET FORTH HEREIN
December 2, 2024
Table
of Contents
Page
| 1. |
Definitions |
1 |
| 2. |
Purchase of Class A Shares |
4 |
| |
2.1 |
Purchase of Class A Shares |
4 |
| |
2.2 |
Closing |
5 |
| |
2.3 |
Company Deliverables |
5 |
| |
2.4 |
Investor Deliverables |
6 |
| 3. |
Representations and Warranties of the Company |
6 |
| |
3.1 |
Organization and Power |
6 |
| |
3.2 |
Authorization |
6 |
| |
3.3 |
Valid Issuance and Transfer |
7 |
| |
3.4 |
Capitalization |
7 |
| |
3.5 |
No Conflict |
7 |
| |
3.6 |
Consents |
7 |
| |
3.7 |
SEC Reports; Financial Statements. |
8 |
| |
3.8 |
Litigation |
8 |
| |
3.9 |
Title to Properties |
9 |
| |
3.10 |
Intellectual Property |
9 |
| |
3.11 |
No Undisclosed Relationships |
9 |
| |
3.12 |
Permits |
9 |
| |
3.13 |
No Labor Disputes |
9 |
| |
3.14 |
Environmental Compliance |
9 |
| |
3.15 |
Taxes |
10 |
| |
3.16 |
Insurance |
10 |
| |
3.17 |
No Unlawful Payments |
10 |
| |
3.18 |
Compliance with Anti-Money Laundering Laws |
10 |
| |
3.19 |
No Conflicts with Sanctions Laws |
11 |
| |
3.20 |
Export Control Laws. |
11 |
| |
3.21 |
No Integration |
11 |
| |
3.22 |
General Solicitation; No Integration or Aggregation |
12 |
| |
3.23 |
Absence of Certain Changes |
12 |
| |
3.24 |
No Defaults |
12 |
| |
3.25 |
Nasdaq |
12 |
| |
3.26 |
Private Placement |
12 |
Table
of Contents
(continued)
Page
| |
3.27 |
Disclosure Controls |
12 |
| |
3.28 |
Accounting Controls |
13 |
| |
3.29 |
Investment Company |
13 |
| |
3.30 |
Shell Company Status |
13 |
| |
3.31 |
MNPI |
13 |
| |
3.32 |
Disclosures. |
13 |
| |
3.33 |
Manipulation of Price |
13 |
| |
3.34 |
FPI |
14 |
| |
3.35 |
No Immunity |
14 |
| |
3.36 |
Auditor Independence |
14 |
| |
3.37 |
PFIC and CFC. |
14 |
| |
3.38 |
No Other Representations and Warranties |
14 |
| 4. |
Representations and Warranties of the Investor |
14 |
| |
4.1 |
Organization |
14 |
| |
4.2 |
Authorization |
15 |
| |
4.3 |
No Conflict |
15 |
| |
4.4 |
Consents |
15 |
| |
4.5 |
Brokers |
15 |
| |
4.6 |
Purchase Entirely for Own Account |
15 |
| |
4.7 |
Information |
16 |
| |
4.8 |
Investment Representations and Warranties |
16 |
| |
4.9 |
Sufficient Funds |
16 |
| |
4.10 |
Placement Agent |
16 |
| |
4.11 |
Placement Agent Relationships |
17 |
| 5. |
Covenants. |
17 |
| |
5.1 |
Confidentiality |
17 |
| |
5.2 |
Nasdaq Matters |
17 |
| |
5.3 |
Securities Act Compliance |
17 |
| |
5.4 |
Indemnification. |
17 |
| |
5.5 |
Legends; Removal of Legend: |
18 |
| |
5.6 |
Pre-Closing Conduct |
19 |
| |
5.7 |
Filings |
19 |
Table
of Contents
(continued)
Page
| 6. |
Conditions Precedent. |
20 |
| |
6.1 |
Mutual Conditions of Closing |
20 |
| |
6.2 |
Conditions to the Obligation of the Investor to Consummate
the Closing |
20 |
| |
6.3 |
Conditions to the Obligation of the Company to Consummate
the Closing |
21 |
| 7. |
Termination. |
21 |
| |
7.1 |
Conditions of Termination |
21 |
| |
7.2 |
Effect of Termination |
22 |
| 8. |
Miscellaneous Provisions. |
22 |
| |
8.1 |
Survival |
22 |
| |
8.2 |
Interpretation |
22 |
| |
8.3 |
Notices |
22 |
| |
8.4 |
Severability |
23 |
| |
8.5 |
Governing Law; Jurisdiction; Waiver of Jury. |
23 |
| |
8.6 |
Delays or Omissions; Waiver |
24 |
| |
8.7 |
Specific Performance |
24 |
| |
8.8 |
Fees; Expenses. |
24 |
| |
8.9 |
Assignment |
25 |
| |
8.10 |
No Third-Party Beneficiaries |
25 |
| |
8.11 |
Counterparts |
25 |
| |
8.12 |
Nature of Relationship |
25 |
| |
8.13 |
No More Favorable Terms |
26 |
| |
8.14 |
Entire Agreement; Amendments |
26 |
| |
8.15 |
No Personal Liability of Directors, Officers, Owners,
Etc |
26 |
| |
8.16 |
Mutual Drafting |
26 |
SHARE PURCHASE AGREEMENT
This SHARE PURCHASE AGREEMENT
(this “Agreement”) is entered into as of December 2, 2024, by and between Nebius Group N.V., a public limited
company (naamloze vennootschap) formed under the laws of the Netherlands, having its corporate seat in Amsterdam, its registered
office at Schiphol Boulevard 165, 1118 BG Schiphol, the Netherlands, and registered with the trade register of the Chamber of Commerce
under number 27265167 (the “Company”) and the entity listed in Schedule I attached to this Agreement (the “Investor”).
RECITALS
(Capitalised terms used in these Recitals that
are not set out above are defined in Section 1 below).
WHEREAS, the Investor wishes
to acquire, and the Company wishes to sell and deliver to the Investor, Class A ordinary shares of the Company (CUSIP N97284108),
nominal value €0.01 per share (the “Class A Shares”), on the terms and subject to the conditions contained
in this Agreement, in a transaction exempt from registration under the U.S. Securities Act of 1933, as amended (the “Securities
Act”);
WHEREAS, contemporaneously
with the sale of the Subject Shares (as defined in Section 2.1(a) below), the parties hereto will execute and deliver
the Investor Agreement, substantially in the form attached hereto as Exhibit A, pursuant to which, among other things, the
Company will agree to provide certain registration rights in respect of the Subject Shares under the Securities Act; and
WHEREAS, certain other investors
(excluding the Investor) (each, an “Other Investor”) are entering into separate share purchase agreements with the
Company (each, an “Other Purchase Agreement”), pursuant to which the Other Investors have agreed or will agree to
purchase Class A Shares (collectively with the Subject Shares to be purchased hereunder, the “PIPE Securities”)
on the Closing Date at the same per share purchase price as the Investor;
NOW THEREFORE, in consideration
of the mutual agreements, representations, warranties and covenants herein contained, the Company and the Investor agree as follows:
1. Definitions.
As used in this Agreement, the following terms shall have the following respective meanings:
“Affiliate”
means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled
by or is under common control with such Person. For the purposes of this Agreement, in no event shall the Investor or any of its Affiliates
be deemed Affiliates of the Company or any of its Affiliates, nor shall the Company or any of its Affiliates be deemed Affiliates of
the Investor or any of its Affiliates.
“Agreement”
shall have the meaning set forth in the preamble.
“Announcing Form 6-K”
shall have the meaning set forth in Section 5.7.
“Anti-Money Laundering
Laws” shall have the meaning set forth in Section 3.18.
“Bankruptcy and
Equity Exception” shall have the meaning set forth in Section 3.2.
“Business Day”
shall mean a day which is not a Saturday, a Sunday or a public holiday in Amsterdam, the Netherlands, or New York City, New York, the
United States of America.
“Class A Shares”
shall have the meaning set forth in the recitals.
“Closing”
shall have the meaning set forth in Section 2.2.
“Closing Date”
shall have the meaning set forth in Section 2.2.
“Code”
shall mean the U.S. Internal Revenue Code of 1986, as amended.
“Company”
shall have the meaning set forth in the preamble.
“Consent”
shall have the meaning set forth in Section 3.6.
“control”
(including the terms “controlling,” “controlled by” and “under common control with”)
with respect to any Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management
policies of such Person, whether through the ownership of share capital, capital stock or other equity securities, by contract or otherwise.
Without limiting the generality of the foregoing, a Person shall be deemed to control another Person if any of the following conditions
is met: (i) in the case of corporate entities, direct or indirect ownership of more than fifty percent (50%) of the shares having
the right to vote for the election of directors, and (ii) in the case of non-corporate entities, direct or indirect ownership of
more than fifty percent (50%) of the equity interest with the power to direct the management and policies of such non-corporate entities.
“Disposition”
shall have the meaning set forth in Section 3.7(c).
“DTC”
shall have the meaning set forth in Section 5.5(a).
“Environmental Laws”
shall have the meaning set forth in Section 3.14.
“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended, and all of the rules and regulations promulgated thereunder.
“GAAP”
shall mean U.S. generally accepted accounting principles.
“Governmental Entity”
means any national, supranational, federal, regional, state, municipal or local government, or governmental, administrative, fiscal,
judicial or government-owned body, department, commission, authority, court, tribunal, agency or entity, or central bank or other competent
authority, or any municipal, local governmental entity or authority, or any department, commission, board, bureau, agency, court or instrumentality,
subdivision or other municipal or local authority thereof that is exercising any regulatory, customs, taxing or importing, or other local
governmental authority acting on behalf of the government in compliance with the rights granted thereto under applicable Law and binding
on the person in question.
“Indemnified Persons”
shall have the meaning set forth in Section 5.4(a).
“Investor”
shall have the meaning set forth in the preamble.
“Investor Adverse
Effect” shall have the meaning set forth in the Section 4.3.
“Investor Agreement”
shall mean that certain agreement, substantially in the form attached hereto as Exhibit A, by and between the Company and
the Investor.
“Law”
shall mean any applicable law, statute, code, ordinance, rule, regulation, or agency requirement of or undertaking to or agreement with
any Governmental Entity, including common law.
“Lien”
shall mean any lien, charge, pledge, security interest, claim or other encumbrance.
“Material Adverse
Effect” means any change, event, effect or circumstance (each, an “Effect”) that, individually or taken
together with all other Effects that have occurred prior to, and are continuing as of, the date of determination of the occurrence of
the Material Adverse Effect, has a material adverse effect on (i) the business, properties, management, financial position, shareholders’
equity, results of operations or prospects of the Company and its subsidiaries taken as a whole, (ii) the ability of the Company
to perform its obligations under this Agreement, including the issuance and sale of the Subject Shares and the transactions contemplated
hereby, or to consummate the transactions contemplated by the Investor Agreement or (iii) the legality, validity or enforceability
of this Agreement, the Investor Agreement and any other agreements executed in connection with the transactions contemplated hereby.
“Nasdaq”
shall mean The Nasdaq Global Select Market (or its successor).
“OFAC”
shall have the meaning set forth in Section 3.19.
“Organizational
Documents” shall mean, as applicable, an entity’s agreement or certificate of limited partnership, limited liability
company agreement, certificate of formation, certificate or articles of incorporation, articles of association, bylaws, charter or other
similar organizational documents.
“Other Investor”
shall have the meaning set forth in the recitals, and “Other Investors” shall be construed accordingly.
“Other Purchase
Agreement” shall have the meaning set forth in the recitals, and “Other Purchase Agreements” shall be construed
accordingly.
“Per Share Price”
shall mean a purchase price per Class A Share of USD 21.00.
“Person”
shall mean any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock
company, trust, unincorporated organization, government, any agency or political subdivisions thereof or other “Person” as
contemplated by Section 13(d) of the Exchange Act.
“PFIC”
shall have the meaning set forth in Section 3.37.
“PIPE Securities”
shall have the meaning set forth in the recitals.
“Placement Agent”
shall mean Goldman Sachs Bank Europe SE and its affiliates as placement agent in connection with the purchase of Class A Shares
pursuant to this Agreement. Unless the context otherwise requires, references to the Placement Agent shall be deemed to include the Placement
Agent’s affiliates together with its and its affiliates’ respective officers, control persons, officers, directors, members,
partners, agents, employees, representatives, legal advisers and assigns.
“Pro Forma Financial
Information” shall have the meaning set forth in Section 3.7(c).
“Reanda Netherlands”
shall have the meaning set forth in Section 3.36.
“Registrable Securities”
shall have the meaning given to such term in the Investor Agreement.
“Representatives”
shall mean, with respect to any Person, such Person’s Affiliates and such Person’s and each such Affiliate’s respective
directors, officers, employees, managers, trustees, principals, shareholders, members, general or limited partners, agents and other
representatives.
“Sanctioned Jurisdiction”
shall have the meaning set forth in Section 3.19.
“Sanctions”
shall have the meaning set forth in Section 3.19.
“SEC”
shall mean the United States Securities and Exchange Commission.
“SEC Reports”
shall mean each of the documents filed by the Company with the SEC since January 1, 2024.
“Securities Act”
shall have the meaning set forth in the recitals.
“Subject Shares”
shall have the meaning set forth in Section 2.1(a).
“Subsidiary”
shall mean all of the Company’s “significant subsidiaries” as defined in Rule 1.02 of Regulation S-X promulgated
under the Securities Act.
“Tax”
or “Taxes” shall mean any and all taxes, levies, fees, imposts, duties and charges of whatever kind (including any
interest, penalties or additions to the tax imposed in connection therewith or with respect thereto) imposed by any Governmental Entity,
including, without limitation, taxes imposed on, or measured by, income, franchise, profits or gross receipts, and any ad valorem, value
added, sales, use, service, real or personal property, capital stock, license, payroll, withholding, employment, social security, workers’
compensation, unemployment compensation, utility, severance, production, excise, stamp, occupation, premium, windfall profits, transfer
and gains taxes and customs or duties.
“U.S.”
shall mean the United States of America.
“USD”
or “$” means the lawful currency of the United States of America.
2. Purchase
of Class A Shares.
2.1 Purchase
of Class A Shares.
(a) Upon
the terms and subject to the conditions set forth herein, at the Closing the Company agrees to sell, with full title guarantee and free
and clear of any encumbrances, and the Investor agrees to purchase the number of Class A Shares set forth opposite the Investor’s
name on Schedule I hereto under the heading “Number of Shares Purchased” (the “Subject Shares”)
at the Per Share Price.
(b) At
or prior to the Closing, the Investor shall pay the purchase price set forth opposite the Investor’s name on the Schedule I
attached hereto under the column headed “Purchase Price” by wire transfer of immediately available funds in accordance
with wire instructions provided in writing by the Company to the Investor at least five (5) Business Days prior to the Closing Date.
On or before the Closing, the Company will instruct its transfer agent to make book-entry notations representing the Subject Shares,
against delivery of the amount set forth opposite each the Investor’s name on Schedule I attached hereto under the column
headed “Number of Shares Purchased”. In the event of the termination of this Agreement in accordance with the terms hereof,
any payment by the Investor hereunder will be immediately returned by the Company to the Investor by wire transfer in immediately available
funds to the account specified by the Investor.
2.2 Closing.
The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place remotely via
the exchange of documents and signatures, on the fifth Business Day following the date hereof (the date on which the Closing occurs,
the “Closing Date”).
2.3 Company
Deliverables. Subject to the terms and conditions hereof, the Company shall deliver, or cause to be delivered, to the Investor and
(solely with respect to (b) and (c) below) the Placement Agent:
prior to the Closing:
(a) a
duly executed counterpart of the Investor Agreement;
(b) a
certificate, dated as of the Closing Date and signed by an executive director of the Company, in his capacity as such, (i) stating
that the Company has performed and complied with the covenants and agreements contained in this Agreement that are required to be performed
and complied with by the Company on or prior to the Closing Date and (ii) certifying that the conditions set forth in Section 6.2(b) hereof
have been satisfied;
(c) opinions
in customary form addressed to the Investor and, if applicable, the Placement Agent from each of: (i) Morgan, Lewis & Bockius
LLP, legal advisers to the Company, as to U.S. federal securities laws; and (ii) DLA Piper Nederland N.V., legal advisers to the
Company, as to Dutch law, in customary form and substance to be reasonably agreed upon with the Placement Agent and addressing
such legal matters as the Placement Agent, the Investor and the Company reasonably agree;
(d) a
copy of the irrevocable instructions to the Company’s transfer agent instructing the transfer agent to issue to the Investor book-entry
notations representing the Subject Shares; and
at the Closing:
(e) a
book-entry statement from the Company’s transfer agent to the Investor evidencing the transfer of the number of Subject Shares
set forth opposite the Investor’s name on Schedule I hereof under the column headed “Number of Shares Purchased”,
registered in the name of the Investor as set forth on the Investor’s signature page hereto or its nominee in accordance with
the Investor’s delivery instructions, free and clear of any liens or other restrictions (other than those arising under state and
federal securities laws).
2.4 Investor
Deliverables. Subject to the terms and conditions hereof, the Investor shall deliver, or cause to be delivered, to the Company:
prior to the Closing:
(a) a
duly executed counterpart of the Investor Agreement; and
at the Closing:
(b) payment
to the Company of the amount set forth opposite the Investor’s name on Schedule I hereof under the column headed “Purchase
Price” by wire transfer of immediately available funds to an account designated by the Company (which the Company shall designate
in writing at least five (5) Business Days prior to the Closing Date); and
(c) a
cross-receipt executed by the Investor and delivered to the Company (in a form to be provided by the Company) certifying that it has
received the Subject Shares set forth opposite the Investor’s name on Schedule I hereof under the column headed “Number
of Shares Purchased”.
3. Representations
and Warranties of the Company. The Company hereby represents and warrants to the Investor and the Placement Agent that, except as
otherwise described in any SEC Report, the following representations and warranties are true and complete as of the date hereof:
3.1 Organization
and Power. The Company and each of its Subsidiaries have been duly organized and are validly existing under the Laws of their respective
jurisdictions of organization, are duly qualified to do business in each jurisdiction in which their respective ownership or lease of
property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary to own
or hold their respective properties and to conduct the businesses as currently conducted and as proposed to be conducted in which they
are engaged, except where the failure to be so qualified or have such power or authority would not, individually or in the aggregate,
have or could reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary is in violation or default
of any of the provisions of its respective constituent documents. The Company owns, directly or indirectly, all of the share capital
or other equity interests (other than minority holdings of shares or equity awards, in each case held by members of management of the
relevant subsidiary pursuant to the Company’s equity incentive programs) of each Subsidiary free and clear of any Liens, and all
of the issued and outstanding share capital of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive
and similar rights to subscribe for or purchase securities.
3.2 Authorization.
The Company has full right, power and authority to execute and deliver this Agreement and the Investor Agreement and to perform its obligations
hereunder, including the sale of the Subject Shares, and thereunder and all action required to be taken for the due and proper authorization,
execution and delivery by it of this Agreement and the due and proper authorization of the consummation by it of the transactions contemplated
hereby and thereby has been duly and validly taken and, assuming due execution and delivery by the Investor, each of this Agreement and
the Investor Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating
to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).
Each of this Agreement and the Investor Agreement has been duly authorized, executed and delivered by the Company.
3.3 Valid
Issuance and Transfer. The Subject Shares have been duly authorized, validly issued and fully paid and will be delivered free and
clear of any Lien or restriction on transfer (other than those provided in this Agreement or in the Investor Agreement), and the transfer
of the Subject Shares will not be subject to any preemptive or similar rights.
3.4 Capitalization.
The Company has (i) 500,000,000 duly authorized Class A Shares, of which 326,342,270 are fully paid and issued (of which 159,919,860
are held in treasury); (ii) 37,138,658 duly authorized class B shares, of which 35,698,674 are fully paid and issued; and (iii) 37,748,658
duly authorized class C shares, none of which is issued; all the outstanding shares in the capital of the Company have been duly and
validly authorized and issued and are fully paid; there are no outstanding rights (including, without limitation, pre-emptive rights),
warrants or options to acquire, or instruments convertible into or exchangeable for, any shares in the capital of, or other equity interest
in, the Company, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any shares
in the capital of the Company, any such convertible or exchangeable securities or any such rights, warrants or options, except in each
case as disclosed in the SEC Reports or pursuant to the Company’s equity incentive plans disclosed in the SEC Reports. There are
no securities or instruments issued by or to which the Company is a party containing anti-dilution or similar provisions that will be
triggered by the issuance of the PIPE Securities.
3.5 No
Conflict. The sale of the Subject Shares, the execution, delivery and performance by the Company of this Agreement and the Investor
Agreement, and the consummation of the transactions contemplated by this Agreement and the Investor Agreement will not (i) conflict
with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation
or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to, any
indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is
a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of
its Subsidiaries is subject, (ii) conflict with or result in any violation of the provisions of the constituent documents of the
Company or any of its Subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation
of any court or arbitrator or governmental or regulatory authority.
3.6 Consents.
No consent, approval, authorization, order, registration or qualification of or with (any of the foregoing being a “Consent”),
any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company
of this Agreement and the Investor Agreement, the sale of the Subject Shares and the consummation of the transactions contemplated by
this Agreement and the Investor Agreement, except for such consents, approvals, authorizations, orders and registrations or qualifications
as may have been obtained under the Securities Act and such as may be required under applicable state securities laws in connection with
the sale of Subject Shares.
3.7 SEC
Reports; Financial Statements.
(a) The
Company has filed all SEC Reports required to be filed with the SEC on a timely basis or has received or obtained a valid extension of
such time of filing and has filed such SEC Reports prior to the expiration of any such extension. Each of the SEC Reports, as of its
respective filing date, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case
may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Report, and, except to the extent
that information contained in any SEC Report has been revised or superseded by a later filed SEC Report filed and publicly available
prior to the date of this Agreement, none of the SEC Reports contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under
which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports.
To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. The Company represents that, as of
the date hereof, no material event or circumstance has occurred, which would be required to be publicly disclosed or announced on a Report
of Foreign Private Issuer on Form 6-K, either as of the date hereof or solely with the passage of time by the Company but which
has not been so publicly announced or disclosed.
(b) The
consolidated financial statements and the related notes thereto of the Company and its consolidated Subsidiaries included or incorporated
by reference in the SEC Reports present fairly in all material respects the financial position of the Company and its consolidated Subsidiaries
as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified (subject
to the Pro Forma Financial Information, as defined in (c) below). Such consolidated financial statements have been prepared in conformity
with GAAP applied on a consistent basis throughout the periods covered thereby (other than, in the case of unaudited consolidated financial
statements, for the omission of notes).
(c) On
February 4, 2024, the Company entered into a definitive agreement with a purchaser consortium to sell all of its businesses in Russia
and certain other international markets (the “Disposition”). Unaudited pro forma condensed consolidated financial
information of the Company giving effect to the Disposition was furnished on a Form 6-K dated May 23, 2024 (the “Pro
Forma Financial Information”). The unaudited pro forma condensed consolidated statements of operations for the years ended
December 31, 2023, 2022, and 2021 set out therein give effect to the Disposition as if it had occurred on January 1, 2021.
The unaudited pro forma condensed consolidated balance sheet as of December 31, 2023 set out therein gives effect to the Disposition
as if it had occurred on December 31, 2023.
3.8 Litigation.
There are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its
Subsidiaries is, or to the knowledge of the Company (and for the purpose of this Section 3, the knowledge of the Company
shall be deemed to include the knowledge of the Company’s executive directors, after due inquiry), may be a party or to which any
property of the Company or any of its Subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely
to the Company or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect. No such investigations, actions,
suits or proceedings are, to the knowledge of the Company, threatened or contemplated by any governmental or regulatory authority or
threatened by others.
3.9 Title
to Properties. The Company and its Subsidiaries have good and marketable title in fee simple (in the case of real property) to, or
have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of
the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title
except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and
its Subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
3.10 Intellectual
Property. The Company and its Subsidiaries own or possess all material patents, patent rights, licenses, inventions, copyrights and
related rights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems
or procedures), trademarks, service marks and trade names currently employed by them that would be material in the context of the business
of the Company and its Subsidiaries, taken as a whole, and neither the Company nor any of its Subsidiaries has received any notice or
claim of infringement or misappropriation of or conflict with asserted rights of others with respect to any of the foregoing, and neither
the Company nor any of its Subsidiaries has received notice of, or is aware of facts that would form a reasonable basis for, any such
notice or claims, which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material
Adverse Effect.
3.11 No
Undisclosed Relationships. To the Company’s knowledge, no relationship, direct or indirect, exists between or among the Company
or any of its Subsidiaries, on the one hand, and the directors, officers, shareholders, customers or suppliers of the Company or any
of its Subsidiaries, on the other, that is required by the Securities Act to be described in a registration statement to be filed with
the SEC and that is not so described in the SEC Reports.
3.12 Permits.
The Company and its Subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and have made all declarations
and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the
ownership or lease of their respective properties or the conduct of their respective businesses, except where the failure to possess
or make the same would not or could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect;
and neither the Company nor any of its Subsidiaries has received notice of any revocation or modification of any such license, certificate,
permit or authorization or has any reason to believe that any such license, certificate, permit or authorization will not be renewed
in the ordinary course.
3.13 No
Labor Disputes. No labor disturbance by or dispute with employees of the Company or any of its Subsidiaries exists or, to the knowledge
of the Company, is contemplated or threatened, except as would not, individually or in the aggregate, have a Material Adverse Effect.
3.14 Environmental
Compliance. The Company and its Subsidiaries (x) are in compliance with any and all applicable federal, state, local and foreign
Laws, rules and regulations, relating to the protection of human health and safety, the environment or hazardous or toxic substances
or wastes, pollutants or contaminants (collectively, “Environmental Laws”) and (y) have received and are in compliance
with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to
conduct their respective businesses, except in the case of each of (x) and (y) above, for any such failure to comply, or failure
to receive required permits, licenses or approvals, or cost or liability as would not or could not reasonably be expected to, individually
or in the aggregate, have a Material Adverse Effect. There are no costs or liabilities associated with Environmental Laws (including,
without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental
Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties)
which would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.
3.15 Taxes.
The Company and each Subsidiary has filed with all appropriate taxing authorities, all income, profit, franchise or other Tax returns
required to be filed through the date hereof, save for any filings the failure to file which would not, singly or in the aggregate, reasonably
be expected to have a Material Adverse Effect; and no Tax deficiency has been determined adversely to the Company or any Subsidiary which
has had (nor does the Company or any Subsidiary have any knowledge of any Tax deficiency which, if determined adversely to the Company
or any Subsidiary, might individually or in the aggregate reasonably be expected to have) a Material Adverse Effect.
3.16 Insurance.
The Company and its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in
such amounts as are prudent and customary in the businesses in which the Company and its Subsidiaries are engaged, each in an amount
sufficient to conduct the Company’s and its Subsidiaries’ current business as described in the SEC Reports. Neither the Company
nor any of its Subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such
coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would
not have a Material Adverse Effect.
3.17 No
Unlawful Payments. Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any Affiliate or Representative
of the Company or of any of its Subsidiaries, has taken any action in furtherance of an offer, payment, promise to pay, or authorization
or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government
official” (including any officer or employee of a government or government-owned or controlled entity or of a public international
organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party
official or candidate for political office) to influence official action or secure an improper advantage relating to the Company or any
of its Subsidiaries or any of their respective businesses; the Company and each of its Subsidiaries conducts their businesses in compliance
with applicable anti-corruption laws and have instituted and maintained policies and procedures designed to promote and achieve compliance
with such laws. Neither the Company nor any of its Subsidiaries will use, directly or knowingly indirectly, the proceeds of this offering
in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to
any person in violation of Anti-Money Laundering Laws or any applicable requirements or restrictions imposed by OFAC (as defined below).
3.18 Compliance
with Anti-Money Laundering Laws. The operations of the Company and its Subsidiaries are and, to the knowledge of the Company, have
been conducted within the past five (5) years in compliance with applicable financial recordkeeping and reporting requirements,
including, to the extent applicable, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable
money laundering statutes of all jurisdictions where the Company or any of its Subsidiaries conducts business, the rules and regulations
thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively,
the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to the Anti-Money Laundering Laws is
pending or, to the knowledge of the Company, threatened.
3.19 No
Conflicts with Sanctions Laws. None of the Company or any of its Subsidiaries nor, to the Company’s knowledge, any Affiliate
or Representative of the Company or of any of its Subsidiaries, is currently the subject or the target of any sanctions administered
or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the
Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially
designated national” or “blocked person”), the United Nations Security Council, the European Union, or the U.K. Government
(including, without limitation, the Office of Financial Sanctions Implementation) (collectively, “Sanctions”), nor
is the Company or any of its Subsidiaries located, organized, resident or doing business in a country, region or territory that is the
subject or the target of country or region-wide Sanctions, including, without limitation, the Russian Federation, Belarus, Crimea (including
Sevastopol), Kherson, and Zaporizhzhia regions of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s
Republic, Cuba, Iran, North Korea and Syria (each a “Sanctioned Jurisdiction”). Further, none of the Company
or any of its Subsidiaries nor, to the Company’s knowledge, any Affiliate or Representative of the Company or of any of its Subsidiaries,
is (i) directly or indirectly controlled by or owned 50% or more in the aggregate by one or more persons or entities that is the
subject or target of Sanctions; or (ii) acting on behalf of any individuals or entities operationally based or domiciled in a Sanctioned
Jurisdiction, or the government of a Sanctioned Jurisdiction. The Company, each of its Subsidiaries and, to the knowledge of the Company,
each of their respective employees, agents, Representatives or Affiliates have not engaged in, and are not now engaged in, any dealings
or transactions in such relevant capacity in violation of Sanctions. Neither the Company nor any of its Subsidiaries are currently planning
to do business in Russia or any other Sanctioned Jurisdiction, or with any person or entity that is the target of Sanctions or directly
or indirectly controlled by or owned 50% or more in the aggregate by one or more persons or entities that is the subject or target of
Sanctions. The Company and each of its Subsidiaries have instituted and maintained policies and procedures designed to promote and ensure
compliance with applicable Sanctions.
3.20 Export
Control Laws. Since July 12, 2024, the Company has conducted all export transactions in accordance with applicable export control
Laws and regulations. Without limiting the foregoing: (a) the Company has obtained all export licenses and other approvals, timely
filed all required filings and has assigned the appropriate export classifications to all products, in each case as required for its
exports of products, software and technologies from the United States and any other applicable jurisdiction; (b) the Company is
in compliance with the terms of all applicable export licenses, classifications, filing requirements or other approvals; (c) to
the Company’s knowledge, there are no pending or threatened claims against the Company with respect to such exports, classifications,
required filings or other approvals; (d) to the Company’s knowledge, there are no pending investigations related to the Company’s
exports; and (e) there are no actions, conditions, or circumstances pertaining to the Company’s export transactions that would
reasonably be expected to give rise to any material future claims.
3.21 No
Integration. Neither the Company nor any Subsidiary has, directly or through any agent, sold, offered for sale, solicited offers
to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the
sale of the Subject Shares in a manner that would require registration of the Subject Shares under the Securities Act.
3.22 General
Solicitation; No Integration or Aggregation. Neither the Company nor any other person or entity authorized by the Company to act
on its behalf has engaged in a general solicitation or general advertising (within the meaning of Regulation D or Regulation S of the
Securities Act) of investors with respect to offers or sales of the Subject Shares pursuant to this Agreement. The Company has not,
directly or indirectly, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined
in the Securities Act) which, to its knowledge, is or will be (a) integrated with the Subject Shares sold pursuant to this Agreement
for purposes of the Securities Act or (b) aggregated with prior offerings by the Company for the purposes of the rules and
regulations of Nasdaq.
3.23 Absence
of Certain Changes. Since December 31, 2023: (i) the Company and its Subsidiaries have not incurred any material liability
or obligation, direct or contingent, nor entered into any transaction that would be material in the context of the business of the Company
and its Subsidiaries, taken as a whole; (ii) the Company has not purchased any of its outstanding share capital, nor declared, paid
or otherwise made any dividend or distribution of any kind on its share capital other than ordinary and customary dividends; (iii) there
has not been any material change in the share capital, short-term debt or long-term debt of the Company and its subsidiaries taken as
a whole; and (iv) there has been no event, occurrence or development that has had or would reasonably be expected to result in a
Material Adverse Effect.
3.24 No
Defaults. Neither the Company nor any of its Subsidiaries is (i) in material violation of its Organizational Documents; (ii) in
default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance
or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement
or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound
or to which any of the property or assets of the Company or any of its Subsidiaries is subject; or (iii) in violation of any Law
or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except,
in the case of each of (ii) and (iii) above, for any such default or violation that would not or could not reasonably be expected
to, individually or in the aggregate, have a Material Adverse Effect.
3.25 Nasdaq.
The Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed on Nasdaq, and there is
no action pending by the Company or any other Person to terminate the registration of the Class A Shares under the Exchange Act
or to delist the Class A Shares from Nasdaq, nor has the Company received any written notification that the SEC or Nasdaq is currently
contemplating terminating such registration or listing. The Company is in compliance with applicable Nasdaq continued listing requirements.
3.26 Private
Placement. Assuming the accuracy of the Investor’s representations and warranties set forth in Section 4, no registration
under the Securities Act is required for the offer and sale of the Subject Shares by the Company to the Investor as contemplated hereby.
The issuance and sale of the Subject Shares hereunder does not contravene the rules and regulations of Nasdaq or the SEC.
3.27 Disclosure
Controls. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the
Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure
that material information relating to the Company and its Subsidiaries is made known to the Company’s principal executive officer
and principal financial officer by others within those entities; and such disclosure controls and procedures are effective in all material
respects to perform the functions for which they were established.
3.28 Accounting
Controls. The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under
the Exchange Act) that (i) complies with the applicable requirements of the Exchange Act, (ii) has been designed by the Company’s
principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and (iii) is
sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific
authorization, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP
and to maintain accountability for assets, (C) access to assets is permitted only in accordance with management’s general
or specific authorization and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences; and except as set forth or contemplated in the SEC Reports, the Company’s
internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control
over financial reporting.
3.29 Investment
Company. The Company is not required to be registered as, and immediately following the Closing will not be required to register
as, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
3.30 Shell
Company Status. The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i)(1) of the Securities
Act and is not an “ineligible issuer” as defined in the Securities Act.
3.31 MNPI.
Neither the Company nor any Person acting on its behalf has provided the Investor or its agents or counsel with any information that
constitutes or would reasonably be expected to constitute material non-public information concerning the Company or its Subsidiaries
other than with respect to the transactions contemplated hereby, which will be disclosed in the Announcing Form 6-K.
3.32 Disclosures.
Subject to following sentence, all of the disclosure furnished by or on behalf of the Company in writing to the Investor regarding the
Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, is true and correct in all material
respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the
statements made therein, in light of the circumstances under which they were made, not misleading. Any business plans or forecasts furnished
in writing by or on behalf of the Company were prepared by the Company in good faith; however, the Company does not warrant that it will
achieve any results projected in any such plans or forecasts.
3.33 Manipulation
of Price. The Company has not taken, and, to the Company’s knowledge, no Person acting on its behalf has taken, directly or
indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company
to facilitate the sale or resale of any of the Subject Shares.
3.34 FPI.
The Company is a “foreign private issuer” within the meaning of Rule 405 under the Securities Act.
3.35 No
Immunity. None of the Company, its subsidiaries, and any of their properties, assets or revenues is entitled to any right of immunity
on the grounds of sovereignty from any legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court,
from services of process, from attachment prior to or in aid of execution of judgment, or from any other legal process or proceeding
for the giving of any relief or for the enforcement of any judgment. The irrevocable and unconditional waiver and agreement of the Company
in this Agreement not to plead or claim any such immunity in any legal action, suit or proceeding based on this Agreement is valid and
binding under the laws of the Netherlands;
3.36 Auditor
Independence. Reanda Audit & Assurance B.V. (“Reanda Netherlands”), an independent registered public
accounting firm, was appointed by the Annual General Meeting of Shareholders held on August 15, 2024, as an auditor of the Company’s
consolidated financial statements to be prepared under U.S. GAAP and statutory accounts to be prepared under IFRS for the 2024 financial
year. Reanda Netherlands is in compliance with PCAOB Rule 3520 and meets the auditor independence requirements set forth in Rule 2-01
of Regulation S-X under the Exchange Act.
3.37 PFIC
and CFC. As of December 31, 2023, the Company was not a “passive foreign investment company,” as such term is defined
in the Code (“PFIC”), and immediately after the offering and sale of the Subject Shares, less than 50% of the Company’s
assets will be classified as assets that produce, or are held for the production of, passive income for the purpose of Section 1297
of the Code and the rules, regulations and administrative pronouncements relating thereto, including cash. If the Company determines
it is a PFIC, then for so long as the Company is a PFIC upon the request of any Investor at any time and from time to time, the Company
will promptly provide the information necessary for such Investor to make a Qualified Electing Fund (QEF) Election with respect to the
Company and will cause each direct and indirect Subsidiary that the Company controls that is a PFIC to provide such information with
respect to such Subsidiary. Neither the Company nor any Subsidiary is, and, after giving effect to the offering and sale of the Subject
Shares, none of them will be, a “controlled foreign corporation” as defined by the Code.
3.38 No
Other Representations and Warranties. Except for the representations and warranties contained in Section 3 and any schedules
or certificates delivered in connection herewith, the Company makes no other representation or warranty, express or implied, written
or oral, and hereby, to the maximum extent permitted by applicable Law, disclaims any such representation or warranty, whether by the
Company or any other Person, with respect to the Company or with respect to any other information (including, without limitation, pro
forma financial information, financial projections or other forward-looking statements) provided to or made available to the Investor
or its Representatives in connection with the transactions contemplated hereby.
4. Representations
and Warranties of the Investor. The Investor represents and warrants to the Company and the Placement Agent as of the date hereof
and the Closing Date:
4.1 Organization.
The Investor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.
4.2 Authorization.
The Investor has all requisite corporate or similar power and authority to enter into this Agreement and to carry out and perform its
obligations hereunder and thereunder. All corporate, member or partnership action on the part of the Investor or its stockholders, members
or partners necessary for the authorization, execution, delivery and performance of this Agreement and the consummation of the other
transactions contemplated herein has been taken. The signature of the Investor on this Agreement is genuine and the signatory has been
duly authorized to execute the same on behalf of the Investor. This Agreement constitutes a legal, valid and binding obligation of the
Investor, enforceable against the Investor in accordance with its terms, except as such enforceability may be limited or otherwise affected
by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and/or similar laws relating to or affecting the rights
of creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity
or at law).
4.3 No
Conflict. The execution, delivery and performance of this Agreement and the Investor Agreement by the Investor, the purchase of the
Subject Shares in accordance with this Agreement, and the consummation of the other transactions contemplated hereby and thereby do not
and will not, (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default
under, or result in the creation or imposition of any Lien, charge or encumbrance upon any property or assets of the Investor or any
of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the
Investor or any of its subsidiaries is a party or by which the Investor or any of its subsidiaries is bound or to which any of the property
or assets of the Investor or any of its subsidiaries is subject; (ii) result in any violation of the provisions of the charter or
by-laws or similar constitutive or Organizational Documents of the Investor or any of its subsidiaries; or (iii) result in the violation
of any Law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority,
except, in the case of each of (i) and (iii), as would not, individually or in the aggregate, reasonably be expected to materially
delay or hinder the ability of the Investor to perform its obligations under this Agreement (an “Investor Adverse Effect”).
4.4 Consents.
No Consent of any court or arbitrator or governmental or regulatory authority is required to be obtained by it or on its behalf for the
execution, delivery and performance by the Investor in connection with: (i) the execution, delivery or performance of this Agreement
and the consummation of the transactions contemplated hereby; or (ii) the purchase of the Subject Shares in accordance with this
Agreement, except for such Consents, approvals, authorizations, orders and registrations or qualifications as may have been obtained
under the Securities Act and such as may be required under applicable state securities laws in connection with the purchase of the Subject
Shares and such Consents the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to
have an Investor Adverse Effect.
4.5 Brokers.
The Investor has not retained, utilized or been represented by any broker or finder in connection with the transactions contemplated
by this Agreement whose fees the Company could be required to pay.
4.6 Purchase
Entirely for Own Account. The Investor is acquiring the Subject Shares for its own account solely for the purpose of investment,
not as nominee or agent, and not with a view to, or for sale in connection with, any distribution of the Subject Shares in violation
of the Securities Act, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing
the same, in violation of the Securities Act. The Investor has no present agreement, undertaking, arrangement, obligation or commitment
providing for the disposition of the Subject Shares.
4.7 Information.
The Investor is a sophisticated institutional investor and has such knowledge and experience in financial and business matters, and in
investing in private placement securities, as to be capable of evaluating the merits and risks of purchasing the Subject Shares. The
Investor and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company
and materials relating to the offer and sale of the Subject Shares that have been requested by it. The Investor and its advisors, if
any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations
conducted by the Investor or its advisors, if any, or its Representatives shall modify, amend or affect the Investor’s right to
rely on the Company’s representations and warranties contained herein. The Investor understands that its investment in the Subject
Shares involves a high degree of risk and has independently made its own analysis and decision to purchase the applicable Subject Shares.
The Investor has sought such accounting, legal and Tax advice as it has considered necessary to make an informed investment decision
with respect to its acquisition of the Subject Shares.
4.8 Investment
Representations and Warranties. The Investor, if an entity, is a “qualified institutional buyer” (as defined in Rule 144A
under the Securities Act), an institutional “accredited investor” as that term is defined in Rule 501(a)(1), (2), (3),
(7), or (9) under Regulation D promulgated pursuant to the Securities Act or an “institutional account” as defined in
FINRA Rule 4512(c). The Investor: (i) is capable of evaluating the merits and risk of such investment; and (ii) has not
been organized for the purpose of acquiring the Subject Shares. The Investor understands and agrees that: (x) the offering and sale
of the Subject Shares has not been registered under the Securities Act or any applicable state securities laws and is being made in reliance
upon an exemption from the registration requirements of the Securities Act in transactions not involving any public offering, which depend
upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed
herein; and (y) the Subject Shares have not been registered under the Securities Act and may not be transferred, sold, offered for
sale, pledged or hypothecated in the absence of (A) an effective registration statement under the Securities Act and (B) an
exemption or qualification under applicable state securities laws.
4.9 Sufficient
Funds. The Investor has, and at Closing will have, the necessary cash resources, or has obtained financing commitments, sufficient
to meet its obligations under this Agreement.
4.10 Placement
Agent. The Investor understands that the Placement Agent (i) is acting solely in its role as placement agent for the Company
and no other person in relation to the acquisition of the Subject Shares, and in particular, is not providing any service to the Investor
or making any recommendations to the Investor, (ii) is not acting as an underwriter, initial purchaser, dealer or in any other similar
role and shall in no event be obligated to underwrite the acquisition of the Subject Shares or to purchase any of the Subject Shares
for its own account or the account of its customers, (iii) will not be responsible to the Investor in relation to the acquisition
of the Subject Shares or any of the matters referred to in this Agreement, (iv) has not provided the Investor with any legal, business,
Tax or other advice in connection with the acquisition of the Subject Shares, and (v) has not and will not be advising the Investor
regarding the suitability of any transactions the Investor may enter into in respect of the Subject Shares nor providing advice to the
Investor or acting as their financial advisor or fiduciary in relation to the Company, the acquisition or the Subject Shares. The Investor
further understands that the Placement Agent has not made and will not make any representation or warranty, whether express or implied,
of any kind or character, and the Placement Agent will have no responsibility with respect to (x) any representations, warranties
or agreements made by any person or entity under or in connection with the transactions contemplated hereby or any of the documents furnished
pursuant thereto or in connection therewith, or the execution, legality, validity or enforceability (with respect to any person) of any
thereof, or (y) the financial condition, business or any other matter concerning the Company or the transactions contemplated hereby.
The Investor understands that any liability to the Investor or any other party is expressly disclaimed and that the Placement Agent shall
not be liable to the Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the
Investor’s purchase of the Subject Shares.
4.11 Placement
Agent Relationships. The Investor understands that the Placement Agent and any of its affiliates may currently or in the future own
securities issued by, or have business relationships (including, among others, lending, depository, risk management, advisory and banking
relationships) with the Company and its affiliates, and that the Placement Agent or any of its affiliates will manage such positions
and business relationships as it determines to be in its best interests, without regard to the interests of the holders of the Class A
Shares (including the Investor).
5. Covenants.
5.1 Confidentiality.
The Investor covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company
pursuant to the Announcing Form 6-K, such Investor will maintain the confidentiality of the existence and terms of this transaction
and the information provided in connection therewith; provided, however, that any disclosure may be made by the Investor to such Investor’s
representatives or agents, including, but not limited to, the Investor’s legal, tax and investment advisors.
5.2 Nasdaq
Matters. Prior to the Closing Date, the Company shall comply in all material respects with all listing, reporting, filing, and other
obligations under the rules of Nasdaq. After the Closing Date, the Company will use commercially reasonable efforts to continue
the listing and trading of its Class A Shares on Nasdaq and, in accordance therewith, will use commercially reasonable efforts to
comply in all material respects with all listing, reporting, filing, and other obligations under the rules of Nasdaq.
5.3 Securities
Act Compliance. The Investor shall not transfer, sell, offer for sale, pledge or hypothecate the Subject Shares in violation of applicable
securities laws.
5.4 Indemnification.
(a) The
Company agrees to indemnify and hold harmless the Investor and its Affiliates, and their respective directors, officers, trustees, members,
managers, employees, investment advisers and agents (collectively, the “Indemnified Persons”), from and against any
and all losses, claims, damages, liabilities and expenses (including without limitation reasonable and documented attorney fees and disbursements
and other documented out-of-pocket expenses reasonably incurred in connection with investigating, preparing or defending any action,
claim or proceeding, pending or threatened and the costs of enforcement thereof) to which such Indemnified Person may become subject
as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under
this Agreement and will reimburse any such Indemnified Person for all such amounts as they are incurred by such Indemnified Person solely
to the extent such amounts have been finally judicially determined not to have resulted from such Indemnified Person’s fraud or
willful misconduct.
(b) Any
person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ
separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of
such person unless (a) the indemnifying party has agreed in writing to pay such fees or expenses, (b) the indemnifying party
shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable
judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying
party with respect to such claims (in which case, if the person notifies the indemnifying party in writing that such person elects to
employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense
of such claim on behalf of such person); and provided, further, that the failure of any indemnified party to give written notice as provided
herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall
materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying
party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate
firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified
party, which consent shall not be unreasonably withheld, conditioned or delayed, consent to entry of any judgment or enter into any settlement
unless such judgment or settlement (i) imposes no liability or obligation on, (ii) includes as an unconditional term thereof
the giving of a complete, explicit and unconditional release from the party bringing such indemnified claims of all liability of the
indemnified party in respect of such claim or litigation in favor of, and (iii) does not include any admission of fault, culpability,
wrongdoing, or wrongdoing or malfeasance by or on behalf of, the indemnified party. No indemnified party will, except with the consent
of the indemnifying party, which consent shall not be unreasonably withheld, conditioned or delayed, consent to entry of any judgment
or enter into any settlement.
5.5 Legends;
Removal of Legend:
(a) The
Investor understands that the book-entry account evidencing the Class A Shares may bear one or all of the following legends (or
substantially similar legends):
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER
THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
(b) The
legend described in Section 5.5(a) of this Agreement shall be removed and the Company shall promptly (and in any event
within two (2) trading days) issue a certificate free from all restrictive and other legends to each holder by electronic delivery
at the applicable balance account at The Depository Trust Company (“DTC”), if (i) such Registrable Securities
are registered for resale under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides
the Company with customary representations and the Company provides the transfer agent an opinion of counsel to the effect that such
sale, assignment or transfer of the Registrable Securities may be made without registration under the applicable requirements of the
Securities Act, or (iii) the Registrable Securities can be sold, assigned or transferred pursuant to Rule 144.
Subject to receipt by the
Company of customary representations and other documentation reasonably acceptable to the Company in connection therewith (which shall
not include a legal opinion), upon the earlier of such time as the Class A Shares, as applicable, (i) have been sold or transferred
pursuant to an effective registration statement, (ii) have been sold pursuant to Rule 144, or (iii) are eligible for resale
under Rule 144(b)(1) or any successor provision (without the requirement for the Company to comply with the current public
information obligations of Rule 144(c)), the Company shall within one (1) trading day of any request therefor from an Investor
accompanied by such customary and reasonably acceptable documentation referred to above, instruct its transfer agent to the effect the
removal of such legends.
The Company shall be responsible
for the fees of its transfer agent and all DTC fees associated with such issuance, including any other costs related to the Company’s
obligations under this Section 5.5(b), provided that, for the avoidance of doubt, each holder shall be responsible for its
fees associated with such issuance, including the preparation of any documents or certificates (including outside counsel fees).
5.6 Pre-Closing
Conduct. Prior to Closing, the Company and its Subsidiaries shall not announce or close any transactions or announce any changes
to their business that would reasonably be expected (when announced or disclosed) to materially affect the trading market price of the
Class A Shares of the Company, other than as may be described or disclosed in an appropriate filing with the SEC.
5.7 Filings.
At or prior to 9:00 a.m. (New York City time) on the first Business Day following the date of this Agreement, the Company shall
file with the SEC a Form 6-K announcing and describing the material terms of the transaction and the transaction documents (the
“Announcing Form 6-K”). The Investor acknowledges and agrees that partially redacted versions of this Agreement
and the Investor Agreement will be attached as exhibits to a Report of Foreign Private Issuer on Form 6-K filed by the Company within
four (4) Business Days following Closing (the “Closing Form 6-K”). Prior to filing such Announcing Form 6-K
and Closing Form 6-K, the Investor shall have an opportunity to provide, and the Company shall reasonably consider, proposed redactions
of specific information in respect of the Investor set forth in this Agreement and the Investor Agreement, including its name, address,
notice details, and the details of any of its representatives (including their email addresses, names and other identifying or contact
information). Notwithstanding the foregoing, except as may otherwise be agreed with the Investor, without the Investor’s prior
written consent (email being sufficient), the Company shall not identify the Investor or its respective Affiliates by name or by identifiable
description in any issuance of a press release, on its website, in any marketing materials or investor presentations, on social media
channels, or in any SEC Reports (unless required by the rules and regulations of the SEC). Except as otherwise agreed with the Investor,
from and after the issuance of such Announcing Form 6-K, the Company represents to the Investor that it shall have publicly disclosed
all material, nonpublic information delivered to the Investor by the Company or any of its Subsidiaries, or any of their respective officers,
directors, employees or agents in connection with the transactions contemplated by this Agreement and the transactions contemplated hereby.
The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities
of the Company.
6. Conditions
Precedent.
6.1 Mutual
Conditions of Closing. The obligations of the Company and the obligations of the Investor to consummate the transactions contemplated
hereby are subject to the satisfaction, or written waiver from the Company and the Investor, of the following conditions precedent:
(a) the
purchase of and payment for the PIPE Securities by the Investor shall not be prohibited or enjoined by any law or governmental or court
order or regulation; and
(b) the
sale and delivery of the Subject Shares shall be exempt from the requirement to file a prospectus or registration statement and there
shall be no requirement to deliver an offering memorandum under applicable securities Law relating to the sale and delivery of the Subject
Shares.
6.2 Conditions
to the Obligation of the Investor to Consummate the Closing. The obligation of the Investor to consummate the transactions contemplated
hereby at the Closing is subject to the satisfaction, or due waiver in writing by the Investor, of the following conditions precedent:
(a) the
Company shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement
that are required to be performed or complied with by it on or prior to the Closing Date;
(b) the
representations and warranties of the Company contained in this Agreement (including Section 8.13) shall be true and correct
in all material respects (other than those representations and warranties contained in Sections 3.1, 3.2, 3.3 and
those representations and warranties that are qualified as to materiality or a Material Adverse Effect, which shall be true and correct
in all respects) as of the Closing Date (except in the case of representations and warranties that are made as of a specified date, which
shall be true and correct in all respects as of such specified date);
(c) the
Company shall have filed with Nasdaq a Listing of Additional Shares notice form for the listing of the PIPE Securities and shall not
have received any objection to such notice from Nasdaq;
(d) the
Company shall have executed and delivered the Investor Agreement;
(e) the
Company shall have delivered, or caused to be delivered, to the Investor at or prior to the Closing, as applicable, the Company’s
closing deliverables described in Section 2.3 hereof;
(f) the
Company shall have furnished all required materials to its transfer agent to reflect the issuance of the Subject Shares at the Closing;
(g) since
the date of this Agreement, no event or series of events shall have occurred that has had or would reasonably be expected to have a Material
Adverse Effect; and
(h) no
stop order or suspension of trading shall have been imposed by Nasdaq, the SEC or any other governmental or regulatory body with respect
to public trading in the Class A Shares. The Class A Shares shall be listed on Nasdaq and shall not have been suspended, as
of the Closing Date, by the SEC or Nasdaq from trading thereon nor shall suspension by the SEC or Nasdaq have been threatened, as of
the Closing Date, in writing by the SEC or Nasdaq.
6.3 Conditions
to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the transactions contemplated
hereby and sell and deliver the Subject Shares to the Investor at the Closing, is subject to the satisfaction, or due waiver in writing
by the Company, of the following conditions precedent:
(a) the
Investor shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement
that are required to be performed or complied with by it on or prior to the Closing Date;
(b) the
representations and warranties of the Investor contained in this Agreement shall be true and correct in all material respects (other
than those representations and warranties contained in Sections 4.1, 4.2 and 4.5 which shall be true and correct
in all respects) as of the Closing Date (except in the case of representations and warranties that are made as of a specified date, which
shall be true and correct in all respects as of such specified date);
(c) the
Investor shall have executed and delivered the Investor Agreement; and
(d) the
Investor shall have delivered, or caused to be delivered, to the Company at or prior to the Closing, as applicable, the Investor’s
closing deliverables described in Section 2.4 hereof.
7. Termination.
7.1 Conditions
of Termination. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated:
(a) at
any time before the Closing by mutual written consent of the Company and the Investor;
(b) if,
on the Closing Date, any of the conditions of Closing set forth in Section 6 have not been satisfied as of the time required
hereunder to be so satisfied or waived by the party entitled to grant such waiver, or are not capable of being satisfied and, as a result
thereof, the transactions contemplated by this Agreement will not be and are not consummated; or
(c) at
any time after the date that is five (5) Business Days after the date of this Agreement by either the Company, on the one hand,
or the Investor, on the other hand, if the Closing shall not have occurred on or before such date,
provided,
however, that the right to terminate this Agreement pursuant to the preceding sub-paragraphs (b) or (c) of this Section 7.1
shall not be available to a party if the inability to satisfy any of the conditions to Closing was due primarily to the failure of
such party to perform any of its obligations under this Agreement.
7.2 Effect
of Termination. In the event of any termination pursuant to Section 7.1, this Agreement shall become null and void and
have no further effect, with no liability on the part of the Company or the Investor, or their respective Affiliates or Representatives,
with respect to this Agreement, except (a) for the terms of this Section 7.2, Section 5.1 and Section 8,
which shall survive the termination of this Agreement, and (b) that nothing in this Section 7.2 shall relieve any party
hereto from liability or damages incurred or suffered by any other party resulting from any intentional (x) breach of any representation
or warranty of such first party or (y) failure of such first party to perform a covenant hereof.
8. Miscellaneous
Provisions.
8.1 Survival.
The representations and warranties set forth in Sections 3 and 4 of this Agreement shall survive the execution and delivery
of this Agreement and the Closing. The covenants made in this Agreement shall survive the Closing indefinitely until fully performed
in accordance with their terms and remain operative and in full force and effect in accordance with their terms regardless of acceptance
of any of the Subject Shares and payment therefor and repayment, conversion or repurchase thereof. The Investor shall be responsible
only for its own representations, warranties, agreements and covenants hereunder.
8.2 Interpretation.
The term “or” when used in this Agreement is not exclusive. The words “hereof,” “herein” and “hereunder”
and words of similar import when used in this Agreement will refer to this Agreement as a whole and not to any particular provision of
this Agreement, and section and subsection references are to this Agreement unless otherwise specified. The headings in this Agreement
are included for convenience of reference only and will not limit or otherwise affect the meaning or interpretation of this Agreement.
Whenever the words “include,” “includes” or “including” are used in this Agreement, they will be
deemed to be followed by the words “without limitation.” The phrases “the date of this Agreement,” “the
date hereof” and terms of similar import, unless the context otherwise requires, will be deemed to refer to the date set forth
in the first paragraph of this Agreement. The meanings given to terms defined herein will be equally applicable to both the singular
and plural forms of such terms. All matters to be agreed to by any party hereto must be agreed to in writing by such party unless otherwise
indicated herein. Except as otherwise specified herein, references to agreements, policies, standards, guidelines or instruments, or
to statutes or regulations, are to such agreements, policies, standards, guidelines or instruments, or statutes or regulations, as amended
or supplemented from time to time (or to successors thereto). The parties hereto agree that they have been represented by counsel during
the negotiation and execution of this Agreement and, therefore, waive the application of any Law, holding or rule of construction
providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
8.3 Notices.
All notices, requests, Consents, and other communications under this Agreement shall be in writing and shall be deemed delivered (unless
there is evidence that it was delivered earlier): (a) when delivered, if delivered personally; (b) five (5) Business Days
after being sent via a reputable international courier service; or (c) at the time of sending if sent by e-mail, provided that receipt
shall not occur if the sender receives an automated message that the e-mail has not been delivered to the recipient, in each case to
the intended recipient as set forth below.
If to the Company:
Schiphol
Boulevard 165
Schiphol 1118 BG
Netherlands
Email: legal-notices@nebius.com
Attn: General Counsel
With a copy (which will not constitute
notice) to:
Morgan, Lewis & Bockius UK LLP
Condor House, 5-10 St. Paul’s Churchyard
London EC4M 8AL United Kingdom
Email: [insert email]
Attn: [insert name]
If to the Investor:
to the address set forth on Schedule I hereto.
8.4 Severability.
In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction
to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such
provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties
further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve,
to the extent possible, the economic, business and other purposes of such void or unenforceable provision.
8.5 Governing
Law; Jurisdiction; Waiver of Jury.
(a) This
Agreement and all matters relating hereto shall be governed by, and construed in accordance with, the laws of the State of New York without
regard to choice of laws or conflicts of laws provisions thereof that would require the application of the laws of any other jurisdiction.
(b) The
Company and the Investor hereby irrevocably and unconditionally:
(i) submits
for itself and its property in any legal action or proceeding relating solely to this Agreement or the transactions contemplated hereby,
to the general jurisdiction of the any state court or United States Federal court sitting in the City of New York in the State of New
York;
(ii) consents
that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue
of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees
not to plead or claim the same to the extent permitted by applicable law;
(iii) agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or
any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.3
or at such other address of which the other party shall have been notified pursuant thereto;
(iv) agrees
that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right
to sue in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing
clause (i) are not available despite the intentions of the parties hereto;
(v) agrees
that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction
to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner
specified herein or as otherwise permitted by law;
(vi) agrees
that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process
with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement,
to the extent permitted by law; and
(vii) IRREVOCABLY
AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS AGREEMENT.
8.6 Delays
or Omissions; Waiver. No delay or omission to exercise any right, power, or remedy accruing to a party upon any breach or default
of another party under this Agreement shall impair any such right, power, or remedy of such party, nor shall it be construed to be a
waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor
shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.
No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall
be deemed to be, or be construed as, a further or continuing waiver of any such term, provision or condition or as a waiver of any other
term, provision or condition of this Agreement. Any agreement on the part of a party or parties hereto to any waiver shall be valid only
if set forth in an instrument in writing signed on behalf of such party or parties, as applicable. Any delay in exercising any right
under this Agreement shall not constitute a waiver of such right.
8.7 Specific
Performance. The parties hereto agree that the obligations imposed on them in this Agreement are special, unique and of an extraordinary
character, and that irreparable damages for which money damages, even if available, may not be an adequate remedy, may occur in the event
that the parties hereto do not perform the provisions of this Agreement in accordance with its specified terms or otherwise breach such
provisions. The parties hereto acknowledge and agree that the parties may be entitled to an injunction, specific performance and other
equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition
to any other remedy to which they are entitled, at Law or in equity; and the parties hereto further agree to waive any requirement for
the securing or posting of any bond or other security in connection with the obtaining of any such injunctive or other equitable relief.
8.8 Fees;
Expenses. All fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby and thereby shall
be paid by the party incurring them, whether or not the transactions contemplated hereby and thereby are consummated.
8.9 Assignment.
The Investor may not assign its rights or obligations under this Agreement without the prior written consent of the Company (not to be
unreasonably withheld, delayed or conditioned), other than to the following Persons, to whom the Investor may, after Closing, assign
its rights and/or transfer its obligations under this Agreement without the prior written consent of the Company: any Affiliate or any
other investment funds or accounts managed or advised by the investment manager who acts on behalf of such Investor to whom the Investor
may transfer its Subject Shares in accordance with the terms of the Investor Agreement and any Other Investor. The Company may not assign
its rights or obligations under this Agreement without the prior written consent of the Investor. Subject to the preceding sentence,
this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties to this Agreement and their respective
successors and permitted assigns. Any purported assignment other than in compliance with the terms hereof shall be void ab initio.
Any assignment and/or transfer of rights by the Investor under this Agreement following Closing to any Affiliate of the Investor shall
enable such Affiliate to exercise such rights (including in respect of representations and warranties) as if such Affiliate were party
to this Agreement as of the date hereof and acquired the Subject Shares directly from the Company at Closing.
8.10 No
Third-Party Beneficiaries. Except as expressly described herein with respect to the Placement Agent, this Agreement does not create
any rights, claims or benefits inuring to any Person that is not a party hereto nor create or establish any third party beneficiary hereto.
Without limiting the foregoing, the representations and warranties in this Agreement are the product of negotiations among the parties
hereto and are for the sole benefit of the parties hereto and the Placement Agent. In some instances, the representations and warranties
in this Agreement may represent an allocation among the parties hereto of risks associated with particular matters regardless of the
knowledge of any of the parties hereto. Consequently, Persons other than the parties hereto and the Placement Agent may not rely upon
the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement
or as of any other date.
8.11 Counterparts.
This Agreement may be executed and delivered (including by facsimile or electronic transmission) in any number of counterparts, and by
the different parties hereto in separate counterparts, each of which when executed shall be deemed an original, but all of which taken
together shall constitute a single instrument.
8.12 Nature
of Relationship. The Investor acknowledges and agrees that its relationship under this Agreement is purely contractual. Therefore,
(i) this Agreement does not create a fiduciary relationship of any kind (partnership, agency, trust, employment or otherwise), nor
(save as expressly provided herein) restrict or limit the activities of the parties in any way, (ii) no party is a representative
or agent of any other party for any purpose whatsoever, and (iii) no party shall have any right, power or authority to make or enter
into any commitments for or on behalf of any other party.
8.13 No
More Favorable Terms. Concurrently with the execution and delivery of this Agreement, the Company is entering into the Other Purchase
Agreements providing for the sale of an aggregate of at least 33,333,334 PIPE Securities for an aggregate purchase price of at least
$$700,000,014.00 (including the Subject Shares purchased and sold under this Agreement). The Company has not entered into any subscription
agreement, purchase agreement, side letter or other agreement with any other investor in connection with such other investor’s
direct or indirect investment in the Company, other than the Other Purchase Agreements and in respect of the provision of board observer
rights or nomination of any person for membership to the board of directors of the Company. The Other Purchase Agreements reflect the
same price per share and other terms with respect to the purchase of Class A Shares that are not more favorable to the Other Investors
thereunder than the terms of this Agreement, other than terms particular to the regulatory requirements of such Other Investor or its
affiliates or related funds. The Other Purchase Agreements have not been amended or modified in any material respect following the date
of this Purchase Agreement.
8.14 Entire
Agreement; Amendments. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated
by or referred to herein (including the Investor Agreement), including the Exhibits hereto, constitute the entire agreement between the
parties hereto respecting the subject matter hereof and supersede all prior agreements, negotiations, understandings, representations
and statements respecting the subject matter hereof, whether written or oral. No modification, alteration or change in any of the terms
of this Agreement shall be valid or binding upon the parties hereto unless made in writing and duly executed by the Company and the Investor.
In addition, no amendment shall be made to an Other Purchase Agreement, and no consideration shall be offered or paid to any Other Investor
to amend or consent to a waiver or modification of any provision of any of such Other Investor’s Other Purchase Agreement, unless
the same amendment or consideration (other than the reimbursement of legal fees), as the case may be, also is offered to the Investor.
8.15 No
Personal Liability of Directors, Officers, Owners, Etc. No director, officer, employee, incorporator, equity holder, managing member,
member, general partner, limited partner, principal or other agent of the Investor or the Company shall have any liability for any obligations
of the Investor or the Company, as applicable, under this Agreement or for any claim based on, in respect of, or by reason of, the respective
obligations of the Investor or the Company, as applicable, under this Agreement. Each party hereby waives and releases all such liability.
This waiver and release are a material inducement to each party’s entry into this Agreement.
8.16 Mutual
Drafting. This Agreement is the joint product of the Investor 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.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed by their duly appointed officers as of the date first above written.
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COMPANY: |
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NEBIUS
GROUP N.V. |
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By: |
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Name: |
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Title: |
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[Signature page to Share Purchase Agreement]
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INVESTOR: |
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[Investor] |
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By: |
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Name: |
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Title: |
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[Signature page to Share Purchase Agreement]
SCHEDULE I
| Name
and Address and Notice Details |
Number
of Shares Purchased |
Purchase
Price |
| [Investor
notice details] |
[·] |
[·] |
EXHIBIT A
FORM OF INVESTOR AGREEMENT
[attached]
Exhibit 99.3
EXECUTION VERSION
INVESTOR AGREEMENT
by and between
NEBIUS GROUP
N.V.
and
THE INVESTOR
AS SET FORTH HEREIN
December 2,
2024
Table
of Contents
Page
| 1. |
Definitions
|
1 |
| 2. |
Registration
Rights |
5 |
| |
2.1 |
Registration Statement |
5 |
| |
2.2 |
Underwritten Offering |
8 |
| |
2.3 |
Take-Down Notice |
9 |
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2.4 |
Piggyback Registration |
9 |
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2.5 |
Registration Procedures |
10 |
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2.6 |
Suspension |
13 |
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2.7 |
Furnish Information |
13 |
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2.8 |
Expenses |
13 |
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2.9 |
Indemnification |
13 |
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2.10 |
SEC Reports |
16 |
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2.11 |
Assignment of Registration Rights |
16 |
| 3. |
Termination
of Certain Rights and Obligations |
16 |
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3.1 |
Termination of Registration Rights |
16 |
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3.2 |
Effect of Termination |
17 |
| 4. |
Miscellaneous
|
17 |
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4.1 |
Governing Law; Jurisdiction |
17 |
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4.2 |
Waiver |
18 |
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4.3 |
Notices |
18 |
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4.4 |
Entire Agreement |
18 |
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4.5 |
Amendments |
18 |
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4.6 |
Headings; Nouns and Pronouns; Section References |
18 |
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4.7 |
Severability |
18 |
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4.8 |
Assignment |
19 |
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4.9 |
Successors and Assigns |
19 |
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4.10 |
Counterparts |
19 |
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4.11 |
Consents |
19 |
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4.12 |
No Strict Construction |
19 |
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4.13 |
Remedies |
19 |
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4.14 |
Specific Performance |
19 |
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4.15 |
Sanctions; Anti-Corruption |
20 |
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4.16 |
No Conflicting Agreements |
20 |
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4.17 |
No More Favorable Terms |
20 |
INVESTOR AGREEMENT
This INVESTOR AGREEMENT (this
“Agreement”) is entered into as of December 2, 2024, by and between Nebius Group N.V., a public limited company
(naamloze vennootschap) formed under the laws of the Netherlands, having its corporate seat in Amsterdam, its registered office
at Schiphol Boulevard 165, 1118 BG Schiphol, the Netherlands, and registered with the trade register of the Chamber of Commerce under
number 27265167 (the “Company”) and the entity listed in Schedule 1 attached to this Agreement (the “Investor”).
RECITALS
WHEREAS, the Share Purchase
Agreement, dated as of December 2, 2024, by and between the Company and the Investor (as amended, amended and restated, supplemented
or otherwise modified from time to time the “Purchase Agreement”) provides for the sale and delivery by the Company
to the Investor, and the acquisition by the Investor, of such number of the Company’s Class A ordinary shares, nominal value
€0.01 per share (the “Class A Shares”), set forth therein (the “Subject Shares”);
WHEREAS, as a condition to
consummating the transactions contemplated by the Purchase Agreement, the Investor and the Company have agreed upon certain rights and
restrictions as set forth herein with respect to, among other matters, the Subject Shares, and it is a condition to the closing under
the Purchase Agreement that this Agreement be executed and delivered by the Investor and the Company; and
WHEREAS, certain other investors
(excluding the Investor) (each, an “Other Investor”) are entering into separate investor agreements with the Company
(each, an “Other Investor Agreement”) on substantially the same terms as this Agreement on the Closing Date.
NOW THEREFORE, in consideration
of the mutual agreements, representations, warranties and covenants herein contained, the Company and the Investor agree as follows:
1. Definitions.
As used in this Agreement, the following terms shall have the following meanings:
“Affiliate”
means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled
by or is under common control with, such specified Person. For the purposes of this Agreement, in no event shall the Investor or any
of its Affiliates be deemed Affiliates of the Company or any of its Affiliates, nor shall the Company or any of its Affiliates be deemed
Affiliates of the Investor or any of its Affiliates.
“Agreement”
shall have the meaning set forth in the Preamble to this Agreement, including all Exhibits attached hereto.
“Allowed Delay”
shall have the meaning set forth in Section 2.6.
“beneficial owner,”
“beneficially owns,” “beneficial ownership” and terms of similar import used in this Agreement shall,
with respect to a Person, have the meaning set forth in Rule 13d-3 under the Exchange Act, (i) assuming the full conversion
into, and exercise and exchange for, Class A Shares of all derivative securities thereof beneficially owned by such Person and (ii) determined
without regard for period of time over which such Person has the right to acquire such beneficial ownership.
“Blackout Period”
shall mean any “blackout” period with respect to offerings by the Company’s directors and officers of securities of
the Company as determined by the Company pursuant to its customary and reasonable policies in effect at the time.
“Business Day”
shall mean a day which is not a Saturday, a Sunday or a public holiday in Amsterdam, the Netherlands, or New York City, New York, the
United States of America.
“Class A Shares”
shall have the meaning set forth in the Recitals to this Agreement.
“Closing Date”
has the meaning given to such term in the Purchase Agreement.
“Company”
shall have the meaning set forth in the Preamble to this Agreement.
“control”
(including the terms “controlling,” “controlled by” and “under common control with”) with respect
to any Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management policies
of such Person, whether through the ownership of share capital, capital stock or other equity securities, by contract or otherwise. Without
limiting the generality of the foregoing, a Person shall be deemed to control another Person if any of the following conditions is met:
(i) in the case of corporate entities, direct or indirect ownership of more than fifty percent (50%) of the shares having the right
to vote for the election of directors, and (ii) in the case of non-corporate entities, direct or indirect ownership of more than
fifty percent (50%) of the equity interest with the power to direct the management and policies of such non-corporate entities.
“Disposition”
or “Dispose of” shall mean any (i) offer, pledge, sale, contract to sell, sale of any option or contract to purchase,
purchase of any option or contract to sell, grant of any option, right or warrant for the sale of, or other disposition of or transfer
of any relevant shares, including, without limitation, any “short sale” or similar arrangement, or (ii) swap or any other
agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any
relevant shares, whether any such swap or transaction is to be settled by delivery of securities, in cash or otherwise.
“Effectiveness Period”
shall have the meaning set forth in Section 2.1(b).
“Exchange Act”
shall mean the United States Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.
“Failure Period”
shall have the meaning set forth in Section 2.1(f).
“Failure Period Payment
Date” shall have the meaning set forth in Section 2.1(f).
“Filing Deadline”
shall have the meaning set forth in Section 2.1(a).
“Governmental Authority”
shall mean any court, agency, authority, department, regulatory body or other instrumentality of any government or country or of any national,
federal, state, provincial, regional, county, city, or other political subdivision of any such government or country or any supranational
organization of which any such country is a member.
“Holders”
shall mean the Investors and any respective Permitted Transferee thereof, if any, in accordance with Section 2.11 (but, in each case,
only for so long as such Person remains an Affiliate of a relevant Investor).
“Investor”
shall have the meaning set forth in the preamble.
“Investors”
shall mean, collectively, the Investor and the Other Investors, and each an “Investor,” provided that any reference
herein to “the Investor” shall have the meaning set forth in the preamble.
“Law” or
“Laws” shall mean all laws, statutes, rules, regulations, orders, judgments, injunctions and/or ordinances of any Governmental
Authority.
“Losses”
shall have the meaning set forth in Section 2.9(a).
“Modified Clause”
shall have the meaning set forth in Section 4.7.
“New Registration
Effectiveness Deadline” shall have the meaning set forth in Section 2.1(e).
“New Registration
Filing Date” shall have the meaning set forth in Section 2.1(e).
“New Registration
Statement” shall have the meaning set forth in Section 2.1(e).
“Opt-Out Notice”
shall have the meaning set forth in Section 2.12.
“Other Investor”
shall have the meaning set forth in the recitals, and “Other Investors” shall be construed accordingly.
“Other Investor Agreement”
shall have the meaning set forth in the recitals, and “Other Investor Agreements” shall be construed accordingly.
“Permitted Transferee”
shall mean (i) any controlled Affiliate of the Investor and (ii) solely in the case of the transfer of either (A) all Subject
Shares acquired by the Investor under the Purchase Agreement, or (B) not fewer than 1,750,000 Subject Shares acquired by the Investor
under the Purchase Agreement, representing not less than twenty-five percent (25%) of such Subject Shares, any third-party provided that
such party is not a competitor of the Company or an “activist” investor, in each case as reasonably determined by the board
of directors of the Company; provided, however, that no such Person shall be deemed a Permitted Transferee for any purpose under this
Agreement unless: (a) the Investor shall have, by no later than twenty (20) calendar days after the date of such transfer, furnished
to the Company written notice in the form set out as Schedule 2 hereto of the name and address of such Permitted Transferee, confirmation
of its status as a Permitted Transferee and details of the Registrable Securities to be transferred to such Permitted Transferee; and
(b) the Permitted Transferee, prior to or simultaneously with such notice referred to in paragraph (a), shall have agreed in writing
to be subject to and bound by all restrictions and obligations set forth in this Agreement as though it were the Investor hereunder.
“Person”
shall mean any individual, limited liability company, partnership, firm, corporation, association, trust, unincorporated organization,
government or any department or agency thereof or other entity, as well as any syndicate or group that would be deemed to be a Person
under Section 13(d)(3) of the Exchange Act.
“Piggyback Notice”
shall have the meaning set forth in Section 2.4(a).
“Piggyback Offering”
shall have the meaning set forth in Section 2.4(b).
“Piggyback Registration
Statement” shall have the meaning set forth in Section 2.4(a).
“Piggyback Request”
shall have the meaning set forth in Section 2.4(a).
“Purchase Agreement”
shall mean the Purchase Agreement referred to in the Recitals to this Agreement.
“registers,”
“registered,” and “registration” refer to a registration effected by preparing and filing a registration
statement or similar document in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration
statement or document by the SEC.
“Registrable Securities”
shall mean (i) the Class A Shares sold pursuant to the Purchase Agreement, together with any Class A Shares issued in respect
thereof as a result of any share split, dividend, share exchange, merger, consolidation or similar recapitalization, (ii) any Class A
Shares issued as (or issuable upon the exercise of any warrant, right or other security that is issued as) a dividend or other distribution
with respect to, or in exchange or in replacement of, the Class A Shares described in clause (i) of this definition, and (iii) any
securities of the Company other than the Company’s Class A Shares paid as distribution on or in exchange for Class A Shares;
excluding in all cases, however, (A) any Registrable Securities if and after they have been transferred to a Permitted Transferee
in a transaction in connection with which registration rights granted hereunder are not assigned, (B) any Registrable Securities
sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction pursuant to an effective
registration statement or pursuant to Rule 144 under the Securities Act or (C) Registrable Securities eligible for resale pursuant
to Rule 144(b)(1)(i) under the Securities Act without restriction or limitation pursuant to Rule 144 and without the requirement
to be in compliance with Rule 144(c)(1) (or any successor thereto) promulgated under the Securities Act.
“Registration Expenses”
shall mean all expenses incurred by the Company in connection with any registration pursuant to Section 2, including, without limitation,
all registration and filing fees, fees and expenses of compliance with securities or blue sky Laws (including reasonable fees and disbursements
of counsel in connection with blue sky qualifications of any Registrable Securities), expenses of printing prospectuses if the printing
of prospectuses is requested by Holders, messenger and delivery expenses, fees and disbursements of counsel for the Company and its independent
certified public accountants (including the expenses of any management review, “cold comfort letters” or any special audits
required by or incident to such performance and compliance), Securities Act liability insurance (if the Company elects to obtain such
insurance), and the reasonable fees and expenses of any special experts retained by the Company in connection with such registration.
“Registration Rights
Term” shall mean the period starting from the date on which the Company files its Annual Report on Form 20-F for the year
ending December 31, 2024 with the SEC and ending on the fifth (5th) anniversary of the Closing Date.
“Resale Shelf Registration
Statement” shall have the meaning set forth in Section 2.1(a).
“SEC” shall
mean the United States Securities and Exchange Commission.
“Securities Act”
shall mean the United States Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.
“Selling Expenses”
shall mean all underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement,
including fees and expenses of counsel engaged by the Holders and the underwriters.
“Shelf Offering”
shall have the meaning set forth in Section 2.3.
“Shelf Registration
Statement” shall mean a Resale Shelf Registration Statement, a Subsequent Shelf Registration Statement or a New Registration
Statement, as applicable.
“Subject Shares”
shall have the meaning set forth in the Recitals to this Agreement, and shall be adjusted for (i) any share split, dividend, share
exchange, merger, consolidation or similar recapitalization and (ii) any ordinary shares issued as (or issuable upon the exercise
of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange or in replacement
of, the Subject Shares.
“Subsequent Holder
Notice” shall have the meaning set forth in Section 2.1(d).
“Subsequent Shelf
Registration Statement” shall have the meaning set forth in Section 2.1(b).
“Suspension Period”
shall have the meaning set forth in Section 2.6.
“Take-Down Notice”
shall have the meaning set forth in Section 2.3.
“Underwritten Offering”
shall mean a registration in which Registrable Securities are sold to an underwriter for reoffering to the public.
“Underwritten Offering
Notice” shall have the meaning set forth in Section 2.2(a).
“Violation”
shall have the meaning set forth in Section 2.9(a).
2. Registration
Rights.
2.1 Registration
Statement.
(a) Unless
the Company has an effective registration statement in place covering the sale or distribution from time to time of all of the Registrable
Securities, subject to the other applicable provisions of this Agreement, the Company shall use its reasonable best efforts to prepare
and file by no later than the earlier of (i) five (5) calendar days following the timely filing with the SEC of the Company’s
Annual Report on Form 20-F for the fiscal year ending December 31, 2024 and (ii) May 20, 2025 (the “Filing
Deadline”), a registration statement covering the sale or distribution from time to time by the Holders, pursuant to Rule 415
under the Securities Act, of all of the Registrable Securities on Form F-3ASR (except, if the Company is not then eligible to register
for resale the Registrable Securities on Form F-3ASR, then such registration shall be on another appropriate form and shall provide
for the registration of such Registrable Securities for resale by the Holders) (the “Resale Shelf Registration Statement”).
If the Resale Shelf Registration Statement is not filed on Form F-3ASR, the Company shall use its reasonable best efforts to cause
such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing
thereof and in any event no later than (i) three (3) calendar days after the SEC advises the Company that it will not review
such Resale Shelf Registration Statement, and (ii) seventy-five (75) calendar days from the Filing Deadline if the SEC advises the
Company that it will review such Resale Shelf Registration Statement. The Company shall immediately notify the Investor via e-mail of
the effectiveness of a Resale Shelf Registration Statement on the same trading day that the Company telephonically confirms effectiveness
with the SEC, which shall be the date requested for effectiveness of such Resale Shelf Registration Statement.
(b) Once
declared effective, the Company shall, subject to the other applicable provisions of this Agreement, use its reasonable best efforts to
cause the Resale Shelf Registration Statement to be continuously effective and usable until such time as there are no longer any Registrable
Securities (the “Effectiveness Period”).
(c) If
any Shelf Registration Statement ceases to be effective under the Securities Act for any reason at any time during the Effectiveness Period,
the Company shall promptly notify the Investor via e-mail of such occurrences and shall use its reasonable best efforts to cause such
Shelf Registration Statement to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order
suspending the effectiveness of such Shelf Registration Statement), and shall use its reasonable best efforts to amend such Shelf Registration
Statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf Registration
Statement or file an additional registration statement, in each case, as soon as reasonably practicable (a “Subsequent Shelf
Registration Statement”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities
Act registering the resale from time to time by the Holders thereof of all securities that are Registrable Securities as of the time of
such filing. If a Subsequent Shelf Registration Statement is filed, the Company shall use its reasonable best efforts to (i) cause
such Subsequent Shelf Registration Statement to become effective under the Securities Act as soon as reasonably practicable following
the filing thereof and (ii) keep such Subsequent Shelf Registration Statement continuously effective and usable until the end of
the Effectiveness Period. Any such Subsequent Shelf Registration Statement shall be a registration statement on Form F-3 to the extent
that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate
form and shall provide for the registration of such Registrable Securities for resale by the Holders;
(d) If
a Person entitled to the benefits of this Agreement becomes a Holder after a Shelf Registration Statement becomes effective under the
Securities Act, the Company shall, following delivery of written notice to the Company of such Person becoming a Holder and requesting
for its name to be included as a selling securityholder in the prospectus related to the Shelf Registration Statement (a “Subsequent
Holder Notice”), if required and permitted by applicable Law, file with the SEC a supplement to the related prospectus or a
post-effective amendment to the Shelf Registration Statement so that such Holder is named as a selling securityholder in the Shelf Registration
Statement and the related prospectus in such a manner as to permit such Holder to deliver a prospectus to purchasers of the Registrable
Securities in accordance with applicable Law; provided, however, that the Company shall not be required to file more than
one post-effective amendment or a supplement to the related prospectus for such purpose in any 60-day period;
(e) In
the event the number of shares available under the Resale Shelf Registration Statement at any time is insufficient to cover the Registrable
Securities, the Company shall, to the extent necessary and permissible, amend the Resale Shelf Registration Statement or file a new registration
statement (together with any prospectuses or prospectus supplements thereunder, a “New Registration Statement”), so
as to cover all of such Registrable Securities as soon as reasonably practicable, but in any event not later than ten (10) Business
Days after the necessity therefor arises (the “New Registration Filing Date”). The Company shall use its reasonable
best efforts to have such amendment and/or New Registration Statement become effective as soon as reasonably practicable following the
filing thereof but no later than (i) the fifth Business Day after the date the Company is notified (orally or in writing, whichever
is earlier) by the SEC that the New Registration Statement will not be “reviewed” or will not be subject to further review
and (ii) the 75th calendar day following the initial filing date of the New Registration Statement if the SEC notifies the Company
that it will “review” the New Registration Statement (the earlier of such dates, the “New Registration Effectiveness
Deadline”). The provisions of Section 2.1(a) and (b) shall apply to the New Registration Statement, except as modified
hereby.
(f) If
the Resale Shelf Registration Statement has not been filed by the Filing Deadline following a grace period of thirty (30) calendar days
thereafter, the Company will make pro rata payments to each Investor then holding Registrable Securities, as liquidated damages and not
as a penalty, in an amount equal to 0.5% of the aggregate amount paid pursuant to the Purchase Agreement by such Investor for such Registrable
Securities then held by such Investor for each 30-day period or pro rata for any portion thereof during which the failure continues (the
“Failure Period”). Such payments shall constitute the Investors’ exclusive monetary remedy for such events. The
amounts payable as liquidated damages pursuant to this paragraph shall be paid in cash no later than five (5) Business Days after
each such 30-day period following the commencement of the Failure Period until the termination of the Failure Period (the “Failure
Period Payment Date”). Interest shall accrue at the rate of 0.5% per month on any such liquidated damages payments that shall
not be paid by the Failure Period Payment Date until such amount is paid in full. Notwithstanding the above, in no event shall the aggregate
amount of liquidated damages (or interest thereon) paid under this Agreement to any Investor exceed, in the aggregate, 5.0% of the aggregate
purchase price of the Subject Shares purchased by such Investor under the Purchase Agreement. Notwithstanding anything in this Section 2.1(f) to
the contrary, during any periods that the Company is unable to meet its obligations hereunder with respect to the registration of the
Registrable Securities because any Investor fails to furnish information required to be provided pursuant to Section (a) within
three (3) Business Days of the Company’s request, any liquidated damages that would otherwise accrue as to such Investor only
shall be tolled until such information is delivered to the Company.
(g) The
Company shall not name the Investor as an “underwriter” in any Shelf Registration Statement without the prior written consent
of the Investor (provided that, in the event the Investor withholds such consent, the Company shall have no obligation hereunder to include
any Registrable Securities of the Investor in any Shelf Registration Statement covering the resale thereof until such time as the SEC
no longer requires the Investor to be named as an “underwriter” in such Shelf Registration Statement or the Investor otherwise
consents in writing to being so named).
(h) In
the event that Form F-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall
undertake to register the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain
the effectiveness of the Resale Shelf Registration Statement, Subsequent Shelf Registration Statement or New Registration Statement, as
applicable, then in effect until such time as a Resale Shelf Registration Statement, Subsequent Shelf Registration Statement or New Registration
Statement, as applicable, on Form F-3 covering the Registrable Securities has been declared effective by the SEC.
(i) Upon
notification by the SEC that any Shelf Registration Statement has been declared effective by the SEC, within one (1) Business Day
thereafter, the Company shall file the final prospectus under Rule 424 of the Securities Act.
2.2 Underwritten
Offering.
(a) Subject
to the transfer restrictions set forth in this Agreement or otherwise, the Investor may, after the Resale Shelf Registration Statement
becomes effective, deliver a written notice to the Company (the “Underwritten Offering Notice”), which notice the
Company shall deliver to the Other Investors (to afford them an opportunity to join such notice), specifying that the sale of some or
all of the Registrable Securities subject to the Shelf Registration Statement is intended to be conducted through an Underwritten Offering;
provided, however, that the Holders of Registrable Securities may not, without the Company’s prior written consent,
(i) launch an Underwritten Offering the anticipated gross proceeds of which shall be less than $100,000,000 (unless all the Holders
are proposing to sell all of their remaining Registrable Securities), (ii) launch (A) more than one Underwritten Offering at
the request of the Investor or (B) more than two Underwritten Offerings at the request of the Investors in the aggregate or (iii) launch
or close an Underwritten Offering within any Blackout Period. Within ten (10) Business Days after receipt of an Underwritten Offering
Notice (as defined in any Other Investor Agreement), the Company shall send written notice of such requested Underwritten Offering (as
defined in such Other Investor Agreement) to the Investor and shall include in such Underwritten Offering (as defined in such Other Investor
Agreement) all Registrable Securities with respect to which the Investor has delivered a written request to the Company for inclusion
therein within five (5) Business Days after the Investor receives an Underwritten Offering Notice (as defined in such Other Investor
Agreement).
(b) The
underwriter for any Underwritten Offering requested pursuant to Section 2.2(a) shall be selected by the Company and shall be
reasonably acceptable to the Holders representing seventy five percent (75%) of the Registrable Securities held by the Holders who delivered
such Underwritten Offering Notice, provided that if the Investor has delivered an Underwritten Offering Notice, the Investor shall
have the right to select an additional co-managing underwriter, which such underwriter shall be reasonably acceptable to the Company and
to the Holders representing seventy five percent (75%) of the Registrable Securities held by the Holders who delivered such Underwritten
Offering Notice. All Holders requesting the inclusion of their Registrable Securities in such Underwritten Offering shall (together with
the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Underwritten
Offering. Notwithstanding any other provision of this Section 2, if the managing underwriter or co-managing underwriter for the Underwritten
Offering determines in good faith that marketing factors require a limitation of the number of shares of Registrable Securities to be
included in such Underwritten Offering, then the number of shares of Registrable Securities that may be included in such Underwritten
Offering shall be allocated among the Holders in proportion (as nearly as practicable) to the amount of Registrable Securities of the
Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such
Underwritten Offering shall not be reduced unless all other securities that the Company intends to include are first entirely excluded
from such Underwritten Offering.
2.3 Take-Down
Notice. Subject to the other applicable provisions of this Agreement, at any time that any Shelf Registration Statement is effective,
if any of the Investors delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to effect
an underwritten sale or distribution of all or part of its Registrable Securities included by it on any Shelf Registration Statement
(a “Shelf Offering”) and stating the number of the Registrable Securities to be included in such Shelf Offering, then
the Company shall, subject to the other applicable provisions of this Agreement, amend or supplement the Shelf Registration Statement
as may be necessary in order to enable such Registrable Securities to be sold and distributed pursuant to the Shelf Offering; provided,
that (i) no more than one Take-Down Notice may be delivered per quarter by a particular Investor (or an Affiliate thereof) and (ii) the
Holders may not, without the Company’s prior written consent, launch or close a Shelf Offering during a Blackout Period or Suspension
Period.
2.4 Piggyback
Registration.
(a) If
the Company proposes or is required to file a registration statement under the Securities Act with respect to an offering of Class A
Shares (other than a registration statement filed for purposes other than capital raising activities or otherwise filed to effectuate
an exchange offer or any employee benefit or dividend reinvestment plan) (each, a “Piggyback Registration Statement”),
then the Company shall give prompt written notice of such filing, which notice shall be given, to the extent reasonably practicable,
no later than five (5) Business Days prior to the filing date (the “Piggyback Notice”) to the Investor on behalf
of the Holders of Registrable Securities. The Piggyback Notice shall offer such Holders the opportunity to include (or cause to be included)
in such registration statement the number of shares of Registrable Securities as each such Holder may request. Subject to Section 2.4(b),
the Company shall include in each Piggyback Registration Statement all Registrable Securities with respect to which the Company has received
written requests for inclusion therein (each, a “Piggyback Request”) within four (4) Business Days after the
date of the receipt by the Investor of the Piggyback Notice. Unless the Piggyback Registration Statement is governed by Section 2.1,
the Company shall not be required to maintain the effectiveness of any Piggyback Registration Statement beyond the earlier of (x) one
hundred and eighty (180) days after the effective date thereof and (y) consummation of the distribution by the Holders of all Registrable
Securities included in such Piggyback Registration Statement.
(b) If
any of the securities to be registered pursuant to a Piggyback Registration Statement are to be sold in an Underwritten Offering (a “Piggyback
Offering”), the Company shall use reasonable best efforts to cause the managing underwriter or underwriters of such Piggyback
Offering to permit Holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to
include in such offering all Registrable Securities included in each Holder’s Piggyback Request on the same terms and subject to
the same conditions as any other Class A Shares included in the offering. Notwithstanding the foregoing, if the managing underwriter
or underwriters of such Piggyback Offering advise the Company in writing that in its or their good faith opinion the number of securities
requested to be included in such Piggyback Offering (including by the Company) exceeds the number of securities which can be sold in such
offering in light of market conditions without having an adverse effect on the success of such offering (including the price at which
the securities can be sold), the Company will include in such offering only such number of securities as can be sold without adversely
affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first,
the Class A Shares to be sold by the Company for its own account; (ii) second the Registrable Securities of the Holders allocated
among the Holders in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder
(or in such other proportions as shall mutually be agreed to by such Holders).
2.5 Registration
Procedures. Subject to the other applicable provisions of this Agreement, in the case of each registration of Registrable Securities
effected by the Company pursuant to this Section 2, the Company will:
(a) prepare
and promptly file with the SEC a registration statement with respect to such securities and use reasonable best efforts to cause such
registration statement to become and remain effective for the period of the distribution contemplated thereby, in accordance with the
applicable provisions of this Agreement;
(b) prepare
and file with the SEC such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus
used in connection with such registration statement as may be necessary to keep such registration statement effective for the period
specified in clause (a) above and comply with the provisions of the Securities Act with respect to the disposition of all securities
covered by such registration statement in accordance with the Holders’ intended method of distribution set forth in such registration
statement for such period;
(c) furnish
to the Holders copies of the registration statement and the prospectus included therein (including each preliminary prospectus) proposed
to be filed and provide such legal counsel at least five (5) Business Days to review and comment on such registration statement;
(d) if
requested by the managing underwriter or underwriters, if any, or the Holder(s), promptly include in any prospectus supplement or post-effective
amendment such information as the managing underwriter or underwriters, if any, or the Holder(s) may reasonably request in order
to permit the intended method of distribution of such securities and make all required filings of such prospectus supplement or post-effective
amendment as soon as reasonably practicable after the Company has received such request; provided, however, that the Company
shall not be required to take any actions under this Section 2.9(d) that are not, in the opinion of counsel for the Company,
in compliance with applicable Law;
(e) in
the event that the Registrable Securities are being offered in an Underwritten Offering, furnish to the Holder(s) and to the underwriters
of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus and final prospectus
as the Holder(s) or such underwriters may reasonably request in order to facilitate the public offering or other Disposition of such
securities;
(f) use
reasonable best efforts to register and qualify the Registrable Securities covered by such registration statement under such other securities
or blue sky Laws of such jurisdictions as shall be reasonably requested by the Holders, use reasonable best efforts to keep each such
registration or qualification effective, including through new filings, or amendments or renewals, and notify the Holders of Registrable
Securities covered by such registration statement of the receipt of any written notification with respect to any suspension of any such
qualification; provided, however, that the Company shall not be required in connection therewith or as a condition thereto
to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(g) in
the event that the Registrable Securities are being offered in an Underwritten Offering, enter into and perform its obligations under
an underwriting agreement, in usual and customary form, with the managing underwriter of the Underwritten Offering pursuant to which such
Registrable Securities are being offered;
(h) in
connection with any Underwritten Offering, use reasonable best efforts to obtain: (A) at the time of the entering into of an underwriting
agreement with respect to the Registrable Securities, a “cold comfort letter” from the Company’s independent certified
public accountants covering such matters of the type customarily covered by “cold comfort letters” as the underwriters may
reasonably request; and (B) at the time of any underwritten sale pursuant to such registration statement, or, as the case may be,
the closing of the Underwritten Offering, a “bring-down comfort letter,” dated as of the date of such sale, or closing, from
the Company’s independent certified public accountants covering such matters of the type customarily covered by “bring-down
comfort letters” as the underwriters may reasonably request;
(i) in
connection with any Underwritten Offering, use reasonable best efforts to obtain an opinion or opinions and a “10b-5” disclosure
letter addressed to the underwriter or underwriters in customary form and scope from counsel for the Company;
(j) upon
reasonable notice and during normal business hours, subject to the Company receiving customary confidentiality undertakings or agreements
from any Holder of Registrable Securities covered by such registration statement or other person obtaining access to Company records,
documents, properties or other information pursuant to this clause (j), make available for inspection by a representative of such Holder
and any underwriter participating in any Disposition of such Registrable Securities and any attorneys or accountants retained by any such
Holder or underwriter, relevant financial and other records, pertinent corporate documents and properties of the Company, and use all
reasonable efforts to cause the officers, directors and employees of the Company to supply all information reasonably requested by any
such representative, underwriter, attorneys or accountants in connection with such registration statement;
(k) with
respect to one Underwritten Offering that includes Registrable Securities the market value of which is at least one hundred million dollars
($100,000,000), participate, to the extent requested by the managing underwriter, in efforts extending for no more than two (2) days
scheduled by such managing underwriter and reasonably acceptable to the Company’s senior management, to sell the Registrable Securities
being offered pursuant to such Underwritten Offering (including participating during such period in customary “roadshow” meetings
with prospective investors);
(l) use
all reasonable efforts to comply with all applicable rules and regulations of the SEC relating to such registration and make generally
available to its security holders earning statements satisfying the provisions of Section 11(a) of the Securities Act, provided
that the Company will be deemed to have complied with this clause (l) with respect to such earning statements if it has satisfied
the provisions of Rule 158;
(m) if
requested by the managing underwriter or any selling Holder, promptly incorporate in a prospectus supplement or post-effective amendment
such information as the managing underwriter or any selling Holder reasonably requests to be included therein, with respect to the Registrable
Securities being sold by such selling Holder, including, without limitation, the purchase price being paid therefor by the underwriters
and with respect to any other terms of the Underwritten Offering of Registrable Securities to be sold in such offering, and promptly make
all required filings of such prospectus supplement or post-effective amendment;
(n) cause
the Registrable Securities covered by such registration statement to be listed on the Nasdaq Global Select Market;
(o) reasonably
cooperate with each selling Holder and each underwriter participating in the Disposition of such Registrable Securities and their respective
counsel in connection with filings required to be made with the Financial Industry Regulatory Authority, Inc., if any; and
(p) promptly
notify the Holder(s) via e-mail at any time when a prospectus relating thereto is required to be delivered under the Securities Act
of the Company’s discovery of the occurrence of any event as a result of which the prospectus included in such registration statement,
as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing (provided that such
notice shall not, without the prior written consent of a Holder, disclose to such Holder any material nonpublic information regarding
the Company), and, subject to Section 2.6, at the request of the Holder(s), promptly prepare and furnish to the Holder(s) a
reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered
to the Holder(s) of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the
circumstances then existing.
The Investor agrees that,
upon receipt of any notice regarding a Suspension Period from the Company, the Investor shall discontinue, and shall cause each Holder
which is its Permitted Transferee to discontinue, Disposition of any Registrable Securities covered by such registration statement or
the related prospectus, such period shall be deemed a Suspension Period (as defined in Section 2.6), until receipt of the copies
of the supplemented or amended prospectus, which supplement or amendment shall, subject to the other applicable provisions of this Agreement,
be prepared and furnished as soon as reasonably practicable, or until the Investor is advised in writing by the Company that the use of
the applicable prospectus may be resumed, and have received copies of any amended or supplemented prospectus or any additional or supplemental
filings which are incorporated, or deemed to be incorporated, by reference in such prospectus and, if requested by the Company, the Investor
shall use reasonable best efforts to return or destroy, and cause each Holder which is its Permitted Transferee to return or destroy,
to the Company all copies then in their possession, of the prospectus covering such Registrable Securities at the time of receipt of such
request. The Company will use its reasonable best efforts to update and correct any statements or omissions, to respond to requests by
the SEC or any other federal or state Governmental Authority or to remove entry into any stop order, as applicable. As soon as practicable
after the Company has determined that the use of the applicable prospectus may be resumed, the Company will notify the Investor thereof.
Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended Class A Shares to a transferee
of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale
prior to the Holder’s receipt of a notice regarding a Suspension Period from the Company and for which the Holder has not yet settled.
2.6 Suspension.
On no more than two occasions and for not more than forty-five (45) consecutive days or for a total of not more than ninety (90) days
in any twelve (12) month period (a “Suspension Period”), the Company may delay the effectiveness of the Shelf Registration
Statement or any other Registration Statement, or suspend the use of any prospectus included in any Registration Statement, in the event
that the Company determines in good faith that such delay or suspension is necessary to (a) delay the disclosure of material non-public
information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best
interests of the Company or (b) amend or supplement the affected Registration Statement or the related prospectus so that such Registration
Statement or prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were
made, not misleading (an “Allowed Delay”); provided, that the Company shall promptly (i) notify each Investor
in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such
Investor any material non-public information giving rise to an Allowed Delay, (ii) advise the Investors in writing to cease all
sales under the Registration Statement until the end of the Allowed Delay and (iii) use reasonable best efforts to terminate an
Allowed Delay as promptly as practicable.
2.7 Furnish
Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2
with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company within five (5) Business
Days after request by the Company such information regarding itself and the Registrable Securities held by it as shall be reasonably
necessary to effect the registration of such Holder’s Registrable Securities, including, for the avoidance of doubt, such information
with respect to the beneficial ownership of such Registrable Securities as may be required by the rules and regulations of the SEC.
It is understood and agreed that the timeliness of the Company’s obligations set forth in this Section 2 is conditioned on
the timely provision of any information required from such Holder or Holders for such registration; provided, that the Holder
or Holders, as applicable, are provided with a reasonable period of time in which to provide such information.
2.8 Expenses.
Except as specifically provided herein, all Registration Expenses shall be borne by the Company. All Selling Expenses incurred in connection
with any registration hereunder shall be borne by the Holders of Registrable Securities covered by a registration statement on the basis
of the number of Registrable Securities registered on their behalf in such registration statement.
2.9 Indemnification.
In the event any Registrable Securities are included in a registration statement under this Agreement:
(a) The
Company shall, notwithstanding any termination of this Agreement, to the fullest extent permitted by law indemnify, defend and hold harmless
each Holder to the fullest extent permitted by law, including Registrable Securities in any registration statement, any underwriter (as
defined in the Securities Act) for such Holder, each of such Holder’s or underwriter’s directors, officers, employees, stockholders,
agents, members, partners, managers, representatives, advisors, and each Person, if any, who controls such Holder or underwriter within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the officers, directors, owners, agents,
members, partners, managers, representatives, advisors, and employees of such Holder and controlling Persons, against any and all losses,
claims, damages or liabilities (collectively, “Losses”), joint or several, to which they may become subject under
any securities Laws including, the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions in respect thereof)
arise out of or are based upon any of the following statements, omissions or violations (each, a “Violation”): (i) any
untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference into such registration statement,
including any preliminary prospectus or final prospectus contained therein or any free writing prospectus or any amendment or supplement
thereto, or in any offering memorandum or other offering document relating to the offering and sale of such securities; (ii) the
omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein
not misleading or (iii) any violation or alleged violation by the Company or any of its Subsidiaries of the Securities Act, Exchange
Act or any other state securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered
or any rule or regulation promulgated thereunder applicable to the Company or its agents and relating to action or inaction required
of the Company in connection with such registration of the Registrable Securities; provided, however, the Company shall
not be liable in any such case to the extent that any such Losses arise out of or are based upon (A) an untrue statement or alleged
untrue statement or omission or alleged omission so made in reliance upon or in conformity with written information furnished by such
Holder or any such controlling Person in writing specifically for use in such registration statement or prospectus (preliminary, final
or summary) or any amendment or supplement thereto or to the extent that such information relates to such Holder or such Holder’s
proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Holder expressly for use in
the registration statement, such prospectus or such form of prospectus or in any amendment or supplement thereto, (B) the use by
a Holder of an outdated or defective prospectus after the Company has notified such Holder in writing that such prospectus is outdated
or defective or (C) a Holder’s failure to send or give a copy of the prospectus or supplement (as then amended or supplemented),
if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement
or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities
to such Person if such statement or omission was corrected in such prospectus or supplement The Company shall pay, as incurred, any legal
or other expenses reasonably incurred by any Person intended to be indemnified pursuant to this Section 2.9(a), in connection with
investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained
in this Section 2.9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if
such settlement is effected without consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned.
(b) Each
Holder including Registrable Securities in a registration statement, severally but not jointly with any other Holder, agrees to indemnify
and hold harmless, to the fullest extent permitted by law, the Company, each of its directors, officers, employees, stockholders, agents,
each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act and the officers, directors, owners, agents and employees of such controlling Persons, against any Losses, joint or several, to which
any of the foregoing Persons may become subject, under liabilities (or actions in respect thereto) which arise out of or are based upon
any Violation, in each case to the extent (and only to the extent) that such Violation: (i) arises out of or is based upon a Violation
which occurs solely in reliance upon and in conformity with written information furnished specifically for use in connection with such
registration by such Holder; or (ii) is caused by such Holder’s Disposition of Registrable Securities during any period during
which such Holder is obligated to discontinue any Disposition of Registrable Securities as a result of any stop order issued by the SEC
suspending the effectiveness of any registration statement or prospectus with respect to Registrable Securities; provided, however,
that the indemnity agreement contained in this Section 2.9(b) shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability or action if such settlement is effected without consent of the Holder, which consent shall not be unreasonably
withheld; provided, further, however, in no event shall the liability of such Holder be greater in amount than the net proceeds received
by such Holder from the sale of Registrable Securities giving rise to such indemnification obligation.
(c) Promptly
after receipt by an indemnified party under this Section 2.9 of notice of the commencement of any action (including any action by
a Governmental Authority), such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party under
this Section 2.9, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly
noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified
party shall have the right to retain its own counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation
of such indemnified party by the counsel retained by the indemnifying party would, in the opinion of the indemnified party, be inappropriate
due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such
proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action,
if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under
this Section 2.9, but the omission so to deliver written notice to the indemnifying party shall not relieve it of any liability that
it may have to any indemnified party otherwise than under this Section 2.9.
(d) In
order to provide for just and equitable contribution to joint liability in any case in which a claim for indemnification is made pursuant
to this Section 2.9 but it is judicially determined that such indemnification may not be enforced in such case notwithstanding the
fact that this Section 2.9 provided for indemnification in such case, the Company and each Holder of Registrable Securities shall
contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in proportion
to the relative fault of the Company, on the one hand, and such Holders, severally, on the other hand; provided, however,
that in any such case, no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; provided further,
however, that in no event shall any contribution under this Section 2.9(d) on the part of any Holder exceed the net proceeds
received by such Holder from the sale of Registrable Securities giving rise to such contribution obligation, except in the case of willful
misconduct or fraud by such Holder.
(e) The
obligations of the Company and the Holders under this Section 2.9 shall survive the completion of any offering of Registrable Securities
in a registration statement under this Agreement and otherwise.
2.10 SEC
Reports. With a view to making available to the Holders the benefits of Rule 144 under the Securities Act and any other rule or
regulation of the SEC that may at any time permit a Holder to sell Registrable Securities of the Company to the public without registration,
the Company agrees to at any time that it is a reporting company under Section 13 or 15(d) of the Exchange Act make and keep
adequate current public information available, as those terms are understood and defined in Rule 144 and file with the SEC in a
timely manner all reports and other documents required of the Company under the Exchange Act, and furnish to any Holder, so long as such
Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with
the reporting requirements of the Exchange Act, and (ii) such other information as may be reasonably requested in availing any Holder
of any rule or regulation of the SEC (exclusive of Rule 144A) which permits the selling of any Registrable Securities without
registration.
2.11 Assignment
of Registration Rights. The rights to cause the Company to register any Registrable Securities pursuant to this Agreement may be
assigned in whole or in part (but only with all restrictions and obligations set forth in this Agreement) by a Holder to a Permitted
Transferee which acquires Registrable Securities from such Holder.
2.12 Opt-Out
Notice. The Investor may deliver written notice (an “Opt-Out Notice”) to the Company stating that the Investor
does not currently intend to make use of an effective Registration Statement (if any), and requesting that the Investor not receive notices
from the Company otherwise required by Section 2; provided, however, that the Investor may later revoke any such Opt-Out Notice
in writing. Following receipt of an Opt-Out Notice from the Investor (unless subsequently revoked), (i) the Company shall not deliver
any such notices to the Investor and the Investor shall no longer be entitled to the rights associated with any such notice and (ii) each
time prior to the Investor’s intended use of an effective Registration Statement, the Investor will notify the Company in writing
at least two (2) Business Days in advance of such intended use, and if a notice of a Suspension Period was previously delivered
or would have been delivered but for the provisions of this Section 2.12 and the related Suspension Period remains in effect, the
Company will so notify the Investor, within one (1) Business Day of the Investor’s notification to the Company, by delivering
to the Investor a copy of such previous notice of Suspension Period, and thereafter will provide the Investor with the related notice
of the conclusion of such Suspension Period promptly following its availability (which notices shall not contain any material non-public
information and which notice shall not be subject to any duty of confidentiality).
3. Termination
of Certain Rights and Obligations.
3.1 Termination
of Registration Rights. Except for Section 2.9 and 2.11, which shall survive until the expiration of any applicable statutes
of limitation, Section 2 shall terminate automatically and have no further force or effect upon the earliest to occur of:
(a) the
expiration of the Registration Rights Term or the execution of a legally binding deed of waiver by the Investor in favor of the Company
waiving the Investor’s rights under Section 2;
(b) the
date on which the Class A Shares cease to be registered pursuant to Section 12 of the Exchange Act; and
(c) a
liquidation or dissolution of the Company.
3.2 Effect
of Termination. No termination pursuant to Section 3.1 shall relieve any of the parties (or the Permitted Transferee, if any)
for liability for breach of or default under any of their respective obligations or restrictions under any terminated provision of this
Agreement, which breach or default arose out of events or circumstances occurring or existing prior to the date of such termination.
4. Miscellaneous.
4.1 Governing
Law; Jurisdiction.
(a) This
Agreement and all matters relating hereto shall be governed by, and construed in accordance with, the laws of the State of New York without
regard to choice of laws or conflicts of laws provisions thereof that would require the application of the laws of any other jurisdiction.
(b) The
Company and the Investor hereby irrevocably and unconditionally:
(i) submits
for itself and its property in any legal action or proceeding relating solely to this Agreement or the transactions contemplated hereby,
to the general jurisdiction of the any state court or United States Federal court sitting in the City of New York in the State of New
York;
(ii) consents
that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue
of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not
to plead or claim the same to the extent permitted by applicable law;
(iii) agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or
any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.3
of the Purchase Agreement or at such other address of which the other party shall have been notified pursuant thereto;
(iv) agrees
that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right
to sue in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing
clause (i) are not available despite the intentions of the parties hereto;
(v) agrees
that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to
which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified
herein or as otherwise permitted by law;
(vi) agrees
that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process
with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement,
to the extent permitted by law; and
(vii) IRREVOCABLY
AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS AGREEMENT.
4.2
Waiver. Waiver by a party of a breach hereunder by another party shall not be construed as a waiver of any subsequent
breach of the same or any other provision. No delay or omission by a party in exercising or availing itself of any right, power or
privilege hereunder shall preclude the later exercise of any such right, power or privilege by such party. No waiver shall be
effective unless made in writing with specific reference to the relevant provision(s) of this Agreement and signed by a duly
authorized representative of the party granting the waiver.
4.3
Notices. All notices, instructions and other communications hereunder or in connection herewith shall be in
writing, shall be sent to the address of the relevant party set forth in the Purchase Agreement and shall be deemed delivered
(a) when delivered, if delivered personally, (b) one (1) Business Day after being sent via a reputable international
overnight courier service guaranteeing next Business Day delivery, or (c) at the time of sending if sent by e-mail, provided
that receipt shall not occur if the sender receives an automated message that the e-mail has not been delivered to the recipient, in
each case to the intended recipient Any party may change its address by giving notice to the other parties in the manner provided
above.
4.4 Entire
Agreement. This Agreement and the Purchase Agreement contain the entire agreement among the parties with respect to the subject matter
hereof and thereof and supersede all prior and contemporaneous arrangements or understandings, whether written or oral, with respect
hereto and thereto.
4.5 Amendments.
No provision in this Agreement shall be supplemented, deleted or amended except in a writing executed by an authorized representative
of each of the parties hereto.
4.6 Headings;
Nouns and Pronouns; Section References. Headings in this Agreement are for convenience of reference only and shall not be considered
in construing this Agreement. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine
or neuter forms, and the singular form of names and pronouns shall include the plural and vice-versa. References in this Agreement to
a section or subsection shall be deemed to refer to a section or subsection of this Agreement unless otherwise expressly stated.
4.7 Severability.
If, under applicable Laws, any provision hereof is invalid or unenforceable, or otherwise directly or indirectly affects the validity
of any other material provision(s) of this Agreement in any jurisdiction (a “Modified Clause”), then, it is mutually
agreed that this Agreement shall endure and that the Modified Clause shall be enforced in such jurisdiction to the maximum extent permitted
under applicable Laws in such jurisdiction; provided that the parties shall consult and use all reasonable efforts to agree upon,
and hereby consent to, any valid and enforceable modification of this Agreement as may be necessary to avoid any unjust enrichment of
either party and to match the intent of this Agreement as closely as possible, including the economic benefits and rights contemplated
herein.
4.8 Assignment.
Neither this Agreement nor any rights or obligations of a party hereto may be may assigned or transferred, in whole or in part, without
(a) the prior written consent of the Company in the case of any assignment by the Investor, other than to (i) any Permitted
Transferee to whom the Investor may transfer its Subject Shares, or to whom the Investor may, after the Closing Date, assign its rights
and/or transfer its obligations under this Agreement without the prior written consent of the Company, or (ii) any other Holder;
or (b) the prior written consent of the Investor in the case of an assignment or transfer by the Company. Any assignment and/or
transfer of rights by the Investor under this Agreement following the Closing Date to any Permitted Transferee shall enable such Permitted
Transferee to exercise such rights (including in respect of representations and warranties) as if such Permitted Transferee were party
to this Agreement as of the date hereof and acquired the Subject Shares directly from the Company on the Closing Date, including all
such rights expressed to be granted to the Investor hereunder that do not also expressly refer to such rights being granted to Permitted
Transferees. The preceding sentence is subject to the condition that the assignment and transfer of rights and obligations to a Permitted
Transferee shall not be considered to have occurred until the notice referred to in part (a) of the definition of Permitted Transferee
has been delivered to the Company and until the purported Permitted Transferee has agreed in writing to be subject to and bound by all
restrictions and obligations set forth in this Agreement as though it were the Investor hereunder (as contemplated by part (b) of
the definition of Permitted Transferee), and no such assignment shall under any circumstances serve to increase the liability of the
Company for any liability hereunder. The Company hereby acknowledges and agrees that Schedule 2 attached hereto shall be deemed to satisfy
the foregoing notice requirements.
4.9 Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and permitted assigns.
4.10 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original but which together shall constitute one and
the same instrument.
4.11
Consents. Any permission, consent, or approval of any kind or character under this
Agreement shall be in writing and shall be effective only to the extent specifically set forth in such writing.
4.12 No
Strict Construction. This Agreement has been prepared jointly and will not be construed against any party.
4.13 Remedies.
The rights, powers and remedies of the parties under this Agreement are cumulative and not exclusive of any other right, power or remedy
which such parties may have under any other agreement or Law. No single or partial assertion or exercise of any right, power or remedy
of a party hereunder shall preclude any other or further assertion or exercise thereof.
4.14 Specific
Performance. The Investor hereby acknowledges and agrees that the rights of the parties hereunder are special, unique and of extraordinary
character, and that if any party refuses or otherwise fails to act, or to cause its Affiliates to act, in accordance with the provisions
of this Agreement, such refusal or failure may result in irreparable injury to the Company or the Investor, as the case may be, the exact
amount of which may be difficult to ascertain or estimate and the remedies at law for which would not be reasonable or adequate compensation.
Accordingly, if any party refuses or otherwise fails to act, or to cause its Affiliates to act, in accordance with the provisions of
this Agreement, then, in addition to any other remedy which may be available to any damaged party at law or in equity, such damaged party
may be entitled to seek specific performance and injunctive relief, without posting bond or other security, and without the necessity
of proving actual or threatened damages, which remedy such damaged party will be entitled to seek in any court of competent jurisdiction.
4.15 Sanctions;
Anti-Corruption. Notwithstanding any provision or covenant herein, no party hereto shall be required to take any action the result
of which is prohibited, or limited by, or in violation of, any international sanctions laws issued by the United Nations, the European
Union, the United States of America, or any other jurisdiction, in each case that may be applicable to that Person or any of its affiliates,
or any formal request or requirement of any court of competent jurisdiction or any local, national or supra-national agency, inspectorate,
minister, ministry, official or public or statutory person (whether autonomous or not) of, or the government of, any competent jurisdiction
made in connection with such laws; or any laws relating to money laundering, bribery, anti-slavery, trade controls, export controls,
embargoes or international boycotts of any type applicable to that Person.
4.16 No
Conflicting Agreements. The Investor hereby represents and warrants to the Company that neither it nor any of its Affiliates is,
as of the date of this Agreement, a party to, and agrees that neither it nor any of its Affiliates shall, on or after the date of this
Agreement, enter into any agreement that conflicts with the rights granted to the Company in this Agreement. The Company hereby represents
and warrants to each Holder that it is not, as of the date of this Agreement, a party to, and agrees that it shall not, on or after the
date of this Agreement, enter into, any agreement or approve any amendment to its Organizational Documents (as defined in the Purchase
Agreement) with respect to its securities that conflicts with the rights granted to the Holders in this Agreement. The Company further
represents and warrants that (save in respect of any rights granted to the Other Investors on substantially the same terms hereof) the
rights granted to the Holders hereunder do not in any way conflict with the rights granted to any other holder of the Company’s
securities under any other agreements.
4.17 No
More Favorable Terms. Concurrently with the execution and delivery of this Agreement, the Company is entering into the Other Investor
Agreements. The terms of the Other Investor Agreements are not more favorable to the Other Investors thereunder than the terms of this
Agreement, other than terms particular to the regulatory requirements of such Other Investor or its affiliates or related funds. The
Other Investor Agreements have not been amended or modified in any material respect following the date of this Agreement. In addition,
no amendment shall be made to an Other Investor Agreement, and no consideration shall be offered or paid to any Other Investor to amend
or consent to a waiver or modification of any provision of any of such Other Investor’s Other Investor Agreement, unless the same
amendment or consideration (other than the reimbursement of legal fees), as the case may be, also is offered to the Investor.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed by their duly appointed officers as of the date first above written.
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COMPANY: |
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NEBIUS GROUP N.V. |
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By: |
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Name: |
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Title: |
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[Signature page to
Investor Agreement]
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INVESTOR: |
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[Investor] |
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By: |
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Name: |
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Title: |
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[Signature page to Investor Agreement]
SCHEDULE 1
INVESTOR DETAILS
| Name |
Address |
| [Investor name] |
[Investor address] |
SCHEDULE 2
PERMITTED TRANSFEREE NOTICE
From: [Name and Address of Investor] (the
“Investor”)
To: Nebius Group N.V., Schiphol Boulevard 165,
1118 BG Schiphol, the Netherlands (the “Company”)
Date: [insert]
Sent by: [Email/courier]
Permitted Transferee Notice
This is a notice referred to in the definition
of “Permitted Transferee” in the Investor Agreement by and between the Investor and the Company dated [insert date]
(the “Investor Agreement”).
The Investor hereby notifies the Company that
on [insert date], the Investor transferred [insert number] Class A Shares to [insert name of Affiliate].
The Investor hereby confirms that [insert name
of Affiliate] is a Permitted Transferee.
The address of the [insert name of Affiliate]
is [insert address].
[Insert name of Affiliate] hereby agrees
to be subject to and bound by all restrictions and obligations set forth in the Investor Agreement as though it were the Investor thereunder.
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[Name
of Investor] |
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By: |
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Name: |
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[Name of Affiliate] |
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Nebius Group NV (NASDAQ:NBIS)
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From Dec 2024 to Jan 2025
Nebius Group NV (NASDAQ:NBIS)
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From Jan 2024 to Jan 2025
