Form SCHEDULE 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]

Share Purchase Agreement

Buyer

DAYLI TRINITY HOLDINGS, Ltd.

Seller

Mainstreamholdings, Ltd

2024. 12. 17.

Share Purchase Agreement

This Share Purchase Agreement (hereinafter referred to as “this Agreement”) is entered into on December 17, 2024 (hereinafter referred to as the “Effective Date”) by and between the parties below:

The Buyer, DAYLI TRINITY HOLDINGS, Ltd. (hereinafter referred to as the 'Buyer'), with its main office located at 15th Floor, Aju Building, 201, Teheran-ro, Gangnam-gu, Seoul, Republic of Korea

The Seller, Mainstream Holdings, Ltd. (hereinafter referred to as the “Seller”), with its main office located at #11-B-05, 11 Floor, 20, Gukjegeumyung-ro, Yeongdeungpo-gu, Seoul, Republic of Korea

In this Agreement, the Seller and the Buyer are individually referred to as “Party” and collectively as “Parties”. Additionally, the term “Counterparty” or “Other Party” refers to the Buyer in relation to the Sellers and to the seller in relation to the Buyer.

Preamble

TRINITY BIOTECH PLC (hereinafter referred to as the “Subsidiary”), with its headquarters located at IDA Business Park, Bray, County Wicklow, A98 H5C8, Ireland, primarily engages in the in vitro diagnostic testing business and is a company established and existing under the laws of Ireland.

As of the date of this Agreement, MICO IVD HOLDINGS, LLC (hereinafter referred to as the “Target Company”) holds (i) A ordinary shares outstanding equivalent to 12.4% of the total issued shares of the Subsidiary, totaling 44,759,388 A Ordinary Shares (2,237,969 shares based on ADS, hereinafter referred to as the “Target Company Held Shares”), and (ii) unsecured subordinated convertible bonds issued by the Subsidiary on May 3, 2022, with a total face value of $20,000,000 (hereinafter referred to as the “Target Company Held Bonds”; collectively referred to as the “Target Company Held Securities”).

As of the Effective Date, the Seller currently owns 4,800 units (hereinafter referred to as the “Target Stake”) corresponding to 100% of the Target Company’s equity. The Seller intends to sell the Target Stake to the Buyer in accordance with the provisions of this Agreement. The Buyer intends to purchase the Target Stake from the Seller (hereinafter referred to as “this Transaction”).

In light of the foregoing, the Parties hereby enter into this Agreement as follows:

Article 1. Definitions

The terms used in this Agreement, unless otherwise defined in this Agreement, shall have the meanings as defined below:

“Laws” means, at any given time, the constitution, statutes, treaties, agreements, ordinances, rules, regulations, directives, bylaws, administrative regulations, and other similar rules and regulations that are validly enacted, in force, and possess legal force, as well as decisions, determinations, orders, and rulings of government agencies, adopted, promulgated, or applied by such government agencies.

“This Transaction” means (i) the sale and purchase transaction of the Target Stake as contemplated by this Agreement and (ii) the performance of various obligations or undertakings by each Party under this Agreement. Depending on the context, it may be interpreted to mean either (i) or (ii).

“Person” means an individual, corporation, non-corporate body or association, foundation, or government agency as defined hereinbelow.

“Proceedings” means any legal proceedings, application procedures, reconciliation in the course of trial, arbitration procedures, adjustment procedures, administrative adjudication procedures, inquiry procedures, investigation, or inspection procedures conducted by government agencies, and similar or equivalent procedures, as well as claims, filings, lawsuits, prosecutions, accusations, reports, notices of violation, or other disputes related thereto.

“Business Day” means a day on which commercial banks are open for business in the Republic of Korea (excluding Saturdays, Sundays, holidays, and days when only selected bank branches are open for business).

“Claim” means the existence of any cause of action or other matters where a written notice (including notice by electronic mail, as defined in this provision) has been claimed or is claimed to have been made or may be made.

“Government Agency” means legislative bodies, administrative agencies, judicial authorities, and natural persons, corporations, organizations, institutions, and other legal entities exercising delegated or equivalent authority or functions therefrom, both domestically and internationally (including arbitration institutions, the Korea Exchange, etc.).

“Government Approval” means all acts and procedures required by laws for approval, permission, registration, authorization, reporting, and notification in relation to any fact or action involving government agencies.

“Base Financial Statements (Target Company)” means the audited financial statements of the Target Company as of June 30, 2024.

“Base Financial Statements (Subsidiary)” means the publicly disclosed financial statements of the Subsidiary as of September 30, 2024.

“Encumbrances” means (i) security rights such as pledge, lien, mortgage, transferable collateral rights, (ii) lease, sublease, superficies, easements, and other rights to use or derive income, (iii) attachment, provisional attachment, provisional disposition, foreclosure, enforcement order, and other enforcement measures under the National Tax Collection Act or Local Tax Collection Act, (iv) acquisition prescription, adverse possession, conformity, expropriation, and other grounds for loss of ownership, and (v) agreements such as preemptive rights, trust, disposal prohibition, right of first refusal (RoFR), right of first offer (RoFO), call option, co-sale right (Drag Along Right), or tag-along right (Tag Along Right).

“Tax” or “Taxes” means corporate income tax, income tax, value-added tax, local tax, capital gains tax, education tax, property tax, acquisition tax, registration tax, license tax, customs duty, and all other taxes, national health insurance premiums, employment insurance premiums, national pension, industrial accident compensation insurance premiums, and other social security contributions imposed by government agencies, as well as surtax, interest, fines, penalties, and additional fees related thereto.

“Material Contract” means any of the following contracts, each of which is entered into by the Target Company as the Party and is currently in force: (i) if the aggregate amount of a series of contracts based on substantially the same cause exceeds the amount criteria specified below, the entire series of contracts related to the same cause shall be deemed a Material Contract; (ii) if multiple contracts are entered into in connection with a specific transaction, the entire series of such contracts shall be deemed a Material Contract; and (iii) the form of the contract, whether oral or written (regardless of the title), shall be considered, and whether it is explicit or implicit shall not be considered.

(1)

(x) a contract for the sale or supply of assets or goods with a transaction value exceeding $1,000, (y) a contract for the purchase of assets or goods with a transaction value exceeding $1,000, and (z) a contract for the sale, purchase or supply of services with a transaction value exceeding $1,000.

(2)

Contracts involving capital expenditures exceeding $1,000, whether already incurred or planned.

(3)

Contracts related to providing collateral for real estate, personal property, or other assets with a book value or fair value exceeding $1,000.

(4)

Lease or rental contracts for real estate, personal property, or other assets where the total amount, including security deposits and annual rent (or annual lease fees), exceeds $1,000.

(5)

Contracts related to lending, borrowing, issuing or acquiring bonds, or providing guarantees for amounts exceeding $1,000 on a principal basis.

(6)

Investment-related contracts for stocks, bonds, funds, or other financial instruments where the investment amount exceeds $1,000.

(7)

Contracts entered into with shareholders or investors related to the issuance of stocks, shares, or bonds.

(8)

Contracts related to option trading, including call options or put options, swap transactions, and other derivative transactions.

(9)

Contracts related to the license or permission to use intellectual property rights. However, general software license agreements typically entered into in the ordinary course of business, following the terms of the licensor, are excluded.

(10)

Contracts promising or providing compensation, benefits, or perks, regardless of their form or designation, to specific employees, such as stock options, special bonuses, performance incentives, salary guarantees, special allowances, etc. However, contracts that apply generally to all executives or employees and are typically paid or provided within normal ranges according to internal regulations are excluded.

(11)

Contracts such as joint venture agreements, joint management agreements, co-ownership agreements, partnership agreements, or similar agreements with third parties involving the sharing of investments, profits, revenues, costs, or obligations.

(12)

Any contracts entered into with other companies, shareholders, or investors (including past shareholders or investors), management, or other employees, related to investments in other companies, acquisition or disposal of shares, equities, or bonds of other companies, or rights and obligations as a shareholder or investor in other companies.

(13)

Contracts related to mergers, demergers, significant business transfers, comprehensive stock swaps, or transactions related to the transfer of businesses.

(14)

Contracts entered into with related parties or related parties of the seller (determined as of the date of the contract). However, contracts entered into in the ordinary course of business at fair market prices in accordance with the terms of the relevant company are excluded.

(15)

Contracts entered into with government agencies.

(16)

Contracts restricting the business, competition, monopoly rights, most favored nation conditions, minimum or exclusive purchase/supply conditions, and other agreements that restrict the ability of the target company to freely compete, purchase or sell, or otherwise conduct business.

(17)

Contracts that constitute a breach or non-performance of any agreement by the target company, result in the loss of benefits or other rights under a deadline, cause an unfavorable

change in contract conditions, grant termination or rescission rights to the Counterparty, or give rise to approval rights for the Counterparty in connection with the conclusion of this Agreement or the performance of this transaction.

“Intellectual Property Rights” means, regardless of registration or application in the relevant country or region, (i) patents, copyrights, design rights, utility model rights, trademark rights, service mark rights, rights to computer program copyrights, rights to use trademarks, rights to internet domain names, inventions, discoveries, processes, technical data, specifications, technologies, databases, trade secrets, research and development information and outcomes, know-how, computer software, applications, systems, and all other intellectual property rights, and (ii) license rights to the above intellectual property rights received from others.

“Ordinary Course of Business (Business Activity)” means the lawful business activities that the Company regularly conducts within its usual business scope in the normal course of business, conforming to the past normal business practices (including compliance in terms of quantity, quality, and frequency).

“Related Party” means, in relation to any person, any other person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such person. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, contract rights, or otherwise, and the existence of such control is determined as of the date of determining the Related Party status.

“Required Government Approval” means any approval that the relevant Party, the Target Company, and/or the Subsidiary must receive or complete in connection with the conclusion and performance of this Agreement.

“Required Third Party Approval” means any notice or consultation with a third party or approval or consent from a third party that the relevant party, the target company, and/or the subsidiary must receive or complete in connection with the conclusion and performance of this Agreement. This includes situations where failure to obtain such approval or consent, or failure to comply with the notice, consultation, or any other requirements, would constitute a breach of the agreement, entitle the counterparty to terminate or rescind the agreement, or result in other detrimental consequences such as loss of benefits under the agreement.

Article 2. Sale of Target Stake

Pursuant to this Agreement, the Seller agree to sell the Target Stake to the Buyer, and the Buyer agrees to purchase the Target Stake from the Seller.

Article 3. Purchase Price

The total purchase price for the Target Stake that the Buyer must pay to the Seller under this Agreement is KRW 15,000,000,000 (hereinafter referred to as the “Purchase Price”). The Purchase Price shall not be subject to any adjustments or settlements, except as provided in Article 8 regarding damages.

Article 4. Closing

4.1 Closing

The conclusion of this Transaction (hereinafter “Closing”) is based on the assumption that all the conditions precedent set forth in Article 5 are satisfied (including instances where one party waives the satisfaction of the conditions precedent as per Article 5). The Closing shall take place on December 20, 2024, or on a date agreed upon by the parties (hereinafter the “Closing Date”), at the office of DAYLI TRINITY HOLDINGS, Ltd., located at 15th Floor, Aju Building, 201, Teheran-ro, Gangnam-gu, Seoul, Republic of Korea (provided, however, that in the event the parties agree otherwise, it shall be at the agreed-upon location).

4.2 Seller' Performance at the Closing

Upon the Closing Date, the Seller shall, simultaneously with the Buyer's fulfillment of the matters set forth in Article 4.3, transfer the Target Stake, free from any encumbrances, and provide the following documents to the Buyer:

(1)

Certificate of investment representing the Target Stake (if issued).

(2)

A copy (original certified) of the register of employees of the Target Company, or equivalent document, evidencing the registration of the Target Company's employees in accordance with the contents compliant with this Transaction.

(3)

Receipts for the Purchase Price.

(4)

A copy (original certified) of the Seller's internal authorizing documents regarding the conclusion and performance of this Agreement.

(5)

Any other documents reasonably requested by the Buyer in accordance with its rights under

this Agreement.

4.3 Buyer's Performance at the Closing

On the Closing Date, the Buyer shall, concurrently with the Seller' fulfillment of the matters set forth in Article 4.2, perform the following:

(1)

Immediately transfer the Purchase Price to the Seller's bank account, as notified in advance by the Seller (notification to be made no later than one (1) business day before the Closing Date).

(2)

Provide the Seller with a copy (original certified) of the Buyer's internal authorizing documents regarding the conclusion and performance of this Agreement.

(3)

Any other documents reasonably requested by the Seller in accordance with their rights under this Agreement.

Article 5. Preconditions for Closing

5.1 Preconditions for the Obligation of All Parties for the Closing

The obligation of each Party to conclude the Closing under this Agreement is conditional upon the satisfaction of the following conditions before the Closing:

(1) There shall be no laws that restrict or prohibit this Transaction contemplated.

5.2 Preconditions for the Buyer's Obligation for the Closing

The obligation of the Buyer to conclude the Closing under this Agreement is subject to the satisfaction of the following conditions or the written waiver thereof by the Buyer before the Closing:

(1)

The representations and warranties of the Seller as stipulated in Article 7.1 of this Agreement shall be true and accurate as of the date of the agreement and the current date of the Closing (provided that if the representations and warranties are explicitly with respect to a specific date or specific point in time, they shall be true and accurate as of that date or time).

(2)

The Seller shall have performed or complied with all covenants and obligations they are required to perform or comply with under this Agreement on or before the Closing date.

(3)

The Seller, the Target Company, and the Relevant Subsidiary shall have obtained or completed all necessary government approvals and necessary third-party approvals that must be obtained or completed before the Closing, and in the process, no new conditions shall have been imposed or existing necessary third-party approvals or contract terms shall have been

unfavorably changed for the Target Company and the Relevant Subsidiary.

5.3 Preconditions for the Seller' Obligation for the Closing

The obligation of the Seller to conclude the Closing under this Agreement is subject to the satisfaction of the following conditions or the written waiver thereof by the Seller before the Closing:

(1)

The representations and warranties of the Buyer as stipulated in Article 7.2 of this Agreement shall be true and accurate as of the date of the agreement and the current date of the Closing (provided that if the representations and warranties are explicitly with respect to a specific date or specific point in time, they shall be true and accurate as of that date or time).

(2)

The Buyer shall have performed or complied with all covenants and obligations they are required to perform or comply with under this Agreement on or before the Closing Date.

(3)

The Buyer shall have obtained or completed all necessary government approvals and necessary third-party approvals that must be obtained or completed before the Closing.

Article 6. Commitments

The parties hereby commit to the following actions or inactions from the date of the agreement until the Closing Date (provided that in the event this Agreement is terminated before the Closing Date, until the termination date):

(1)

Each Party shall (i) promptly obtain any necessary third party approvals required for the conclusion and performance of this Agreement (including approvals required for the Target Company and the Relevant Subsidiary in the case of the Seller), (ii) submit timely the documents or materials required for this purpose to government agencies or other third parties, and (iii) use best efforts to fulfill the preconditions applicable to the Counterparty's obligation for the Closing under this Agreement. Each Party shall promptly notify the Counterparty, along with relevant documentation, upon obtaining any necessary third-party approvals as contemplated in this clause (in the case of the Seller, including approvals obtained for the Target Company and the Relevant Subsidiary).

(2)

Each Party shall immediately notify the Counterparty if (i) the Party becomes aware of any reason why its representations and warranties under this Agreement may become inaccurate, (ii) the Party fails to perform or satisfy any material covenant, condition, or agreement under this Agreement, or (iii) the Party receives notice to obtain necessary third party approvals or any notice from government agencies related to the conclusion or performance of this Agreement or this Transaction contemplated hereby. However, such notification shall not be deemed a cure of such reason, a correction of a violation of representations and warranties, or a satisfaction of the conditions.

(3)

The Seller, except for matters explicitly scheduled or required for performance under this Agreement for the completion of this Agreement (specifically including actions such as the agreement's conclusion and capital expenditure), shall ensure that, until the Closing, the Target Company (i) engages in business activities as usual in the ordinary course of business, (ii) maintains existing business relationships and employees, and (iii) refrains from taking any of the following actions without the prior written consent of the Buyer (provided, however, that the Buyer's consent shall not be unreasonably withheld or delayed, and unless the Buyer provides separate notice of disagreement within 3 business days of the date on which the Buyer requests consent, it shall be deemed to have consented):

Issuance of new securities or rights that could be converted into or exchanged for shares or otherwise give rise to an obligation to issue new shares.

Merger, division, or modification of terms of shares, change of type of shares, or any action that may increase or decrease the total number of issued shares, par value, or capital of the relevant company.

Amendment of articles of incorporation.

Declaration or payment of dividends.

Acquisition, disposition, or retirement of treasury shares.

Initiation of dissolution, bankruptcy, or reorganization proceedings.

Conclusion, application, modification, amendment, renewal, termination (including allowing expiration of the term without renewal), or rescission of significant contracts or government approvals; arbitrary or arbitrary acts or omissions constituting a material breach of obligations under significant contracts or government approvals upon notice or expiration of a certain period.

Increase in salary or other compensation for employees (excluding increases performed regularly in the ordinary course of business similar to the past) or changes in working conditions related to executives; establishment or amendment of provisions or policies related to executive bonuses or compensation; payment of new funds or consideration of a nature or consideration of new monetary or consideration in connection with the transaction, regardless of the nominal amount; changes in conditions, regulations, or policies related to compensation, benefits, or other employment conditions or welfare; and establishment, amendment, or abolition of provisions or policies related to compensation, benefits, or other employment conditions or welfare associated with the transaction.

Initiation, withdrawal, abandonment, or settlement of litigation or other legal proceedings.

10.

Change in accounting policies, practices, or procedures; change in external auditors.

11.

Agreement on tax audits, amendment of tax returns, change of taxable year, change in tax treatment principles or procedures, or waiver of tax refund rights.

12.

Withdrawal, cancellation, waiver, or exemption of withdrawal rights or other rights.

(4)

The Seller shall not, directly or indirectly, discuss or negotiate with any third party other than the Buyer regarding any transaction related to the Target Company, including the issuance of shares of the Target Company (including securities that can be converted into shares, as defined below), the transfer of shares of the Target Company, the transfer of the Target Company's business or significant assets, and financing transactions similar to or conflicting with the transaction contemplated hereby. If the Seller receive inquiries or proposals from such third parties, they shall promptly notify the Buyer of the content of such inquiries or proposals and the identity of the third party.

(5)

The Seller shall cause the Target Company to (i) avoid interfering with the usual business activities of the Target Company and not violate relevant laws within the scope that does not interfere with the usual business activities and does not violate relevant laws, (ii) provide reasonable prior notice under the written consent of the Seller so that the Buyer's employees, advisors, agents can visit the Target Company's office and interview employees during business hours, and (iii) provide or allow access to documents and information requested reasonably by the Buyer's employees, advisors, agents.

(6)

The Seller shall cause the Target Company to appoint the Buyer's designated person as an executive officer of the Target Company and to make the Member in the Limited Liability Agreement or Operating Agreement the Buyer, and take measures to change the Manager to the person designated by the Buyer, and the Buyer shall promptly notify the Seller of such designation and cooperate with the signing of the Agreement.

Article 7. Representations and Warranties

7.1 The Seller hereby make the representations and warranties to the Buyer set forth in Schedule 7.1.

7.2 The Buyer hereby makes the representations and warranties to the Seller set forth in Schedule 7.2.

Article 8. Indemnification

8.1 Seller' Indemnification Obligation

Subject to the conditions and limitations set forth in Article 8 of this Agreement, the Seller shall indemnify the Buyer for any losses incurred by the Buyer as a result of the Seller' representations, warranties, covenants, or other obligations under this Agreement.

8.2 Buyer's Indemnification Obligation

Subject to the conditions and limitations set forth in Article 8 of this Agreement, the Buyer shall indemnify the Seller for any losses incurred by the Seller as a result of the Buyer's representations, warranties, covenants, or other obligations under this Agreement.

8.3 Duration of Representations and Warranties

The representations and warranties made by each Party under this Agreement shall remain valid and effective for a period of 12 months from the Closing Date. In the event of a breach of any representation or warranty, the Party seeking indemnification (“Indemnified Party”) may notify the Other Party (“Indemnifying Party”) in writing within the specified period, providing detailed information on the specific items, content, supporting documentation, and the amounts of damages incurred (or a reasonable estimate if the amount is undetermined).

8.4 Limitation of Indemnification Liability

The indemnification liability of the parties under Article 8.1 and Article 8.2 is subject to the following limitations:

(1)

The Indemnified Party must take all reasonable measures to minimize damages upon becoming aware of circumstances that could give rise to such damages. The Indemnified Party cannot claim indemnification for damages resulting from its failure to take reasonable steps to minimize damages.

(2)

Indemnification liability under this Agreement shall not be duplicated for facts and circumstances constituting a violation of one or more representations, warranties, covenants, or obligations.

8.5 Third Party Claims

If a third party makes a claim against the Indemnified Party (including the Target Company) that could reasonably give rise to indemnification obligations of the Indemnifying Party under this Agreement, the Indemnified Party must, promptly after becoming aware of such claim, provide written notice to the Indemnifying Party, allowing the Indemnifying Party to take charge of the defense of such claim. However, the Indemnified Party may participate in the defense at its own expense, and the Indemnification liability of the Indemnifying Party is not exempted unless the Indemnified Party's notice results in actual harm to the Indemnifying Party. Except with the prior written consent of the Indemnified Party (excluding consent unreasonably withheld or delayed), the Indemnifying Party cannot settle, compromise, or otherwise adjust any such claim or litigation that affects the Indemnified Party's non-monetary obligations, or fully release the Indemnified Party from all liabilities related to such claim or litigation. If the Indemnifying Party does not, within 30 days from the date of receipt of the written notice, notify the Indemnified Party in writing that it will undertake the defense of the claim or litigation, or that it will not undertake the defense, the Indemnified Party is authorized to handle the claim or

litigation at the expense of the Indemnifying Party, unless otherwise agreed upon in writing by the Indemnifying Party (excluding unreasonable refusal or delay of such consent).

Article 9. Termination

9.1 Termination by Mutual Agreement

This Agreement may be terminated by written agreement of the parties at any time before the Closing.

9.2 Termination

This Agreement may be terminated by written notice from one Party to the other if any of the following events occur. However, the Party responsible for the occurrence of events listed below may not terminate this Agreement:

(1)

If the representations and warranties of the Other Party are false or materially inaccurate, or if the Other Party breaches the covenants or obligations under this Agreement, resulting in the non-fulfillment of the conditions precedent to the terminating party's obligation to close this Agreement, and the breaching party fails to remedy the breach within 10 business days after receiving a written notice of such breach (provided that if the nature of the breach is such that it cannot be cured, the notice of remedy is not required, and the Party in breach cannot exercise termination rights under this section).

(2)

If the Party fails to perform its obligations for the closing of this Agreement on the day it is required to perform, despite all conditions precedent to the closing obligation being satisfied or waived in writing, excluding cases where the failure to perform is due to the proper exercise of the simultaneous performance rights, and the non-performing Party cannot exercise termination rights under this section as a result of the Other Party's exercise of simultaneous performance rights.

(3)

If bankruptcy proceedings or rehabilitation proceedings under the Debtor Rehabilitation and Bankruptcy Act are initiated against the Other Party, or an application for the commencement of such proceedings is filed with a court, or in the case of commencement of workout or similar procedures by creditors, or default in the payment of promissory notes.

(4)

If the closing is not completed by the date one month after the execution date of this Agreement (hereinafter referred to as the “Closing Deadline”) (provided that the Party with attributable reasons for the failure of the closing under this Agreement cannot exercise termination rights under this section).

The parties may not terminate this Agreement after the closing under any circumstances. If the Party terminates this Agreement, it must do so in its entirety, and partial termination is not allowed. The Party

terminating this Agreement must give written notice to the Other Party, and upon such written notice, this Agreement is immediately terminated without any further action by the Parties.

9.3 Effects of Termination

(1)

If this Agreement is terminated pursuant to Article 9.1 and Article 9.2, this Agreement and the rights and obligations arising hereunder are conclusively extinguished, and each Party is released from its obligations under this Agreement. However, the liability for a breach of obligations under this Agreement that occurred before termination shall not be extinguished and shall remain valid. The provisions of Articles 1, 8, and 11 of this Agreement shall continue to be effective even if this Agreement is terminated for reasons other than a breach. Termination of this Agreement does not affect the liability of the Party for a violation of its obligations under this Agreement before termination.

(2)

If this Agreement is terminated, the Buyer shall (i) immediately return to the Seller all documents and materials received from the Seller, Seller's advisors, the Target Company, Subsidiaries related to this Transaction (including employees), and their representatives, and dispose of copies of such documents and materials held by the Buyer, and (ii) maintain in confidence all information obtained by the Buyer in connection with this Transaction.

Article 10. Confidentiality

10.1 Non-Disclosure

Each Party agrees not to disclose the contents of this Agreement to any third party without the prior written consent of the Other Party. Each Party shall maintain in confidence any confidential information concerning the Other Party (including but not limited to production methods, sales methods, and other technical or managerial information that is not publicly known, has independent economic value, and is kept confidential through reasonable efforts). However, the obligation of confidentiality does not apply to the following information or data:

(1)

Information that is already publicly disclosed without a breach of the confidentiality obligation under this Agreement.

(2)

Information obtained independently from a source other than this Agreement without a breach of the confidentiality obligation under this Agreement.

(3)

Information developed independently without using or referring to information received from the Other Party.

(4)

Information that is required to be provided or disclosed by law, court, or other government agencies. However, in such a case, each Party must disclose the information only to the extent

required by applicable laws and regulations.

(5)

Information for which written consent has been obtained from the Other Party.

(6)

Information provided to employees, special affiliates, and their employees, each Party's agents, advisors, shareholders, employees, investors and potential investors, lenders, and other stakeholders to the extent necessary for the performance of this Agreement or to obtain consent, approval, etc., within a reasonable scope. However, information within the reasonable scope of the purpose must be provided.

10.2 Return or Disposal of Confidential Information

In the event that this Agreement becomes null and void due to termination or any other reason, each Party must return or obtain the consent of the Other Party to dispose of the confidential information received from the Other Party and its employees and advisors related to this Transaction. Each Party must also keep all information obtained in connection with this Transaction confidential. However, if one Party notifies the Other Party of the receipt of confidential information and the Other Party unreasonably refuses to comply or delays receipt for more than one month without notice, the notifying party may dispose of the confidential information in a manner it deems appropriate.

10.3 Duration of Confidentiality Obligation

The confidentiality obligation under this Article shall remain effective for a period of one year even after the termination of this Agreement.

Article 11. Notice

Unless otherwise stipulated in this Agreement, any notice, demand, or other communication required under this Agreement or related to this Agreement shall be in writing and shall be delivered by registered mail, email, or courier service (which may be changed from time to time by notice under this clause). Notices related to this Agreement shall become effective upon receipt by the receiving party, and: (i) In the case of mail, at the time of delivery; (ii) In the case of registered mail or courier service, three (3) business days after the date of dispatch; (iii) In the case of email, when the recipient confirms receipt (provided that if the email is confirmed received after business hours on a business day, it shall be deemed received on the next business day).

Notice to the Buyer:

DAYLI TRINITY HOLDINGS, Ltd.

Address: 15th Floor, Aju Building, 201, Teheran-ro, Gangnam-gu, Seoul, Republic of Korea

Attention: Wonyong Park

Phone:

Email:

Notice to the Seller:

Mainstream Holdings Ltd.

Address: #11-B-05, 11 Floor, 20, Gukjegeumyung-ro, Yeongdeungpo-gu, Seoul, Republic of Korea

Attention: Park Heejoo

Phone:

Email:

Article 12. Miscellaneous Provisions

12.1 Entire Agreement

This Agreement constitutes the final and complete agreement between the parties regarding the subject matter of this Transaction, and any prior oral or written agreements are nullified by the execution of this Agreement.

12.2 Interpretation Principles

(i) “This Agreement”, other agreements, or documents refer to this Agreement, including modifications, amendments, or supplements made from time to time.

(ii) Terms such as “including”, “include”, etc., shall be deemed to include the phrase “without limitation”.

(iii) The singular includes the plural, and vice versa.

(iv) Unless expressly defined as “business days”, days refer to calendar days.

(v) “Or” is not exclusive but inclusive.

(vi) Phrases like “under this Agreement”, “in this Agreement”, etc., refer to the entire Agreement.

(vii) Sections, clauses, or appendices refer to the respective sections, clauses, or appendices of this Agreement.

(viii) Dates refer to dates in the Republic of Korea.

(ix) “Written” includes email or other electronic documents. Appendices and annexes are construed as if fully set forth in this Agreement. Section headings are inserted for convenience and do not affect the interpretation of the Agreement.

12.3 Assignment and Successors

No party may assign or transfer its position, rights, or obligations under this Agreement to a third party without the prior written consent of the Other Party.

12.4 Amendment and Waiver

Any changes to this Agreement must be in writing and signed by both parties. Failure to exercise any right by the Party does not waive that right, and any waiver must be in writing.

12.5 Severability

If any provision is invalid, illegal, or unenforceable, it shall be replaced with a valid provision that best reflects the original intent. The remaining provisions' validity, legality, or enforceability is unaffected.

12.6 Force Majeure

Neither Party is responsible for failure to fulfill obligations due to events beyond its control, such as fire, storm, flood, earthquake, war, government regulations, or actions.

12.7 Costs

Each Party bears its costs related to the execution and performance of this Agreement unless the agreement is terminated due to one Party's fault, in which case the defaulting Party bears all costs.

12.8 Late Payment Interest

If the Party fails to pay the required amount by the due date, it shall pay the Other Party interest at a rate of fifteen percent (15%) per annum from the day after the due date until the actual payment date.

12.9 Taxes

Except as otherwise specified, each Party is responsible for paying taxes imposed on it under South Korean law related to the execution and performance of this Agreement.

12.10 Governing Law

This Agreement is governed by the laws of South Korea.

12.11 Dispute Resolution

In case of any dispute arising out of or in connection with this Agreement, the parties shall make efforts to resolve it amicably. If no resolution is reached, the parties agree to submit to the exclusive jurisdiction of the Seoul Central District Court as the court of first instance.

[Below is the margin for the page with signatures and seals.]

In witness whereof, the Parties hereto have executed this Agreement on the date first above written, with the authorized representatives or agents of each Party affixing their names and signatures hereunder:

Buyer

/s/ Wonyong Park

DAYLI TRINITY HOLDINGS, Ltd.

15th Floor, Aju Building, 201, Teheran-ro, Gangnam-gu, Seoul, Republic of Korea

Authorized Representative: Wonyong Park

Seller

/s/ Kim Changhee

Mainstream Holdings Ltd.

#11-B-05, 11 Floor, 20, Gukjegeumyung-ro, Yeongdeungpo-gu, Seoul, Republic of Korea

Authorized Representative: Kim Changhee

Schedule. 7.1

Representations and Warranties of the Seller

The Seller represents and warrants to the Buyer that the following statements are true and accurate as of the date of the Effective Date and the closing date of this Agreement. However, representations and warranties based on a specific date represent and warrant as of that specific date.

A. Information Regarding the Seller and Target Stake

(1)

The Seller are a legal entity duly established and validly existing under the laws of the Republic of Korea.

(2)

The Seller has the necessary authority and qualifications to enter into this Agreement and fulfill the obligations under this Agreement.

(3)

The Seller have completed all valid and legal internal authorization procedures, including board resolutions, necessary for entering into and performing this Agreement.

(4)

This Agreement is validly executed by the Seller and is enforceable against the Seller in accordance with the conditions of this Agreement.

(5)

The execution and performance of this Agreement by the Seller do not violate the Seller' articles of incorporation or relevant laws.

(6)

No governmental or third-party approvals necessary for the Seller to enter into and perform this Agreement are required. There are no legal actions prohibiting or restricting the transaction with the Seller, and there is no likelihood of such legal actions.

(7)

The Seller have legal and valid ownership of the Target Stake, and these Stake have been lawfully issued without any restrictions. Ownership of the Target Stake will be transferred to the buyers upon the completion of this Transaction without any encumbrances.

B. Information Regarding the Target Company:

(1)

Establishment and Existence. The Target Company is lawfully established and validly existing under the laws of the State of Delaware, and it has the legal authority, capacity, and power to engage in its current business activities and to own and use its assets. There are no reasons for the dissolution, liquidation, or initiation of bankruptcy, debtor recovery proceedings, or similar procedures for the Target Company under applicable laws.

[Schedule 7.1]

(2)

No Violations. The execution and performance of this Agreement by the Seller does not and will not (i) violate any applicable laws, regulations, or conditions of government approvals applicable to the Target Company; (ii) violate the organizational documents of the Target Company; (iii) result in the creation of any encumbrance on the shares or assets of the Target Company; (iv) constitute a violation or default under, accelerate (including after the giving of notice or lapse of time or both), or be a cause for termination, invalidity, cancellation, rescission, dissolution or suspension of, any agreement binding upon the Target Company or applicable to its assets; (v) otherwise have a material adverse effect on the Target Company, and there are no required third party approvals that the Target Company must obtain in connection with the execution and performance of this Agreement.

(3)

Capital of the Target Company. As of the execution date of this Agreement, the Target Company's capital is $48,000,000, lawfully and validly paid in accordance with the laws of the State of Delaware. The Target Company has not issued any securities or rights that could convert or exchange into its shares, nor has it entered into any agreements related to the issuance of such securities. There is no dilution of the Target Company's shares.

(4)

Audited Financial Statements of the Target Company. The audited financial statements of the Target Company have been prepared in accordance with relevant laws and International Financial Reporting Standards (IFRS). These financial statements accurately and fairly represent the consolidated and separate financial position, operating results, changes in equity, and cash flows of the Target Company as of the date and for the period indicated. Except for the obligations reflected in the financial statements, there are no outstanding liabilities, responsibilities, or obligations (including external liabilities or contingent liabilities). The Target Company's accounts receivable (including accounts receivable from sales) have been generated in the ordinary course of business, are recoverable within a reasonable period, and do not have any restrictions, offsets, or adjustments. The account receivables do not include any set-offs, deductions, or restrictions.

(5)

Absence of Material Adverse Effect. (i) The Target Company has conducted its business in the ordinary course, and (ii) no events or circumstances have occurred or are reasonably expected to occur that would have a material adverse effect on the Target Company.

(6)

Compliance with Laws. The Target Company has complied with all applicable laws concerning its current business operations, and it has not been subject to any sanctions by government agencies for violations of laws. There is no likelihood of receiving sanctions due to legal violations or similar events.

(7)

Government Approval. The Target Company, in conducting its current business operations, has obtained all necessary government approvals (including approvals related to assets owned, used, or occupied by the Target Company, but not limited to them) which are legally and validly existing. The Target Company has complied with the conditions required by these government approvals, fulfilled obligations such as reporting, permits, compliance with standards, and various inspection

[Schedule 7.1]

obligations accompanying these government approvals in a lawful manner. The Target Company has not engaged in any acts that could lead to their cancellation or suspension, and there are no reasons or circumstances that would result in a violation, cancellation, or suspension of these government approvals. No lawsuits related to these government approvals exist against the Target Company, and there is no risk of such lawsuits arising.

(8)

Intellectual Property and Trade Secrets. The Target Company currently possesses legal and valid ownership or usage rights without encumbrances regarding intellectual property it owns or uses. Registrations and applications related to intellectual property are all in a valid state, and there are no grounds for the invalidation or cancellation of these intellectual property rights. The Target Company is not obligated to pay compensation to third parties (including former or current employees of the Target Company) in connection with the use of intellectual property, excluding fees payable under contracts related to the use of intellectual property. There are no rights held by third parties to claim compensation from the Target Company in relation to its intellectual property. The use of the Target Company's intellectual property does not conflict with the intellectual property of others, and the Target Company has not received any notices alleging infringement of third-party intellectual property. Regarding intellectual property corresponding to inventions created by employees and owned by the Target Company, the Target Company has legally succeeded to the rights in accordance with relevant laws, regulations, and agreements and has provided proper compensation to the inventors. Third parties do not infringe on the intellectual property of the Target Company. The Target Company has taken reasonable measures to protect its trade secrets and has not infringed on the trade secrets of third parties.

(9)

Assets. The Target Company legally owns or has usage rights to real estate, medium and heavy machinery, automobiles, other tangible assets, memberships, and other intangible assets, and securities related to its current business operations. Regarding leased assets, the Target Company has complied with all lease agreements, paid all rents and other amounts due under the lease agreements before or on each due date, and has not violated or failed to fulfill any lease agreement.

(10)

Owned Shares. As of the closing date, the Target Company does not hold shares or interests in any other company besides the shares it owns.

(11)

Significant Contracts. Significant contracts of the Target Company have been legally executed, are binding on the Target Company and the other contracting parties, comply with relevant laws, and do not contain any provisions or circumstances that could render them void or cancellable. The Target Company can legally exercise its rights under these contracts. The Target Company has not received notices of termination, rescission, or refusal to perform contractual obligations or delays in performance under significant contracts, nor is there any concern about such events occurring.

(12)

Personnel and Labor. Employment contracts, employment regulations, and collective bargaining agreements of the Target Company comply with relevant laws, and the Target Company has adhered to laws, employment contracts, employment regulations, and collective bargaining

[Schedule 7.1]

agreements related to personnel and labor in all significant aspects. The Target Company has paid all wages, various allowances, bonuses, retirement benefits, and other contributions or contributions required to be paid to employees under laws, employment contracts, employment regulations, and collective bargaining agreements. The transaction does not accelerate or increase compensation or monetary payment obligations to employees or result in a change in the Target Company's obligations under labor contracts or other employment-related agreements. The Target Company is not currently experiencing strikes, collective actions, or labor disputes, and there is no anticipated risk of strikes, collective actions, or labor disputes. No lawsuits related to personnel and labor laws are currently underway, and there is no anticipated risk of such lawsuits.

(13)

Related Party transactions. Conditions of the Related Party transactions entered into by the Target Company do not violate laws, conform to fair transaction conditions between independent parties, and are not unfavorable to the Target Company compared to normal transaction conditions with unrelated third parties.

(14)

Taxation. The Target Company has timely paid all taxes it is obligated to pay under relevant laws, and all tax filings and reports required by law have been timely made and are accurate and factual (excluding cases where there are reasonable provisions for disputed amounts). Taxes that have been determined or confirmed but are not yet due have been properly accounted for as liabilities in the financial statements. There are no pending lawsuits related to taxes borne by the Target Company, and there is no anticipated risk of such lawsuits. The Target Company is not currently undergoing tax audits or investigations, and there is no expectation of such audits or investigations.

(15)

Litigation. There are no ongoing or pending lawsuits related to the business of the Target Company or against the Target Company or its employees. There is no anticipated risk of such lawsuits arising.

(16)

Environment, Safety, and Health. The Target Company has complied with environmental, safety, and health regulations in all significant aspects related to (i) the past and/or current business activities of the Target Company and (ii) properties owned or used by the Target Company in relation to air, water, waste, noise, land, marine pollution, environmental protection, hazardous substance management, safety, and health (“ES&H Requirements”). The Target Company holds all necessary government permits legally and validly in all significant aspects. There is no evidence that the Target Company has received notices of violations of ES&H Requirement-related laws or government permits from government agencies or third parties that could have a significant adverse impact. As far as the Seller are aware, there are no reasons to believe that investigations, post-remediation, corrective actions, or obligations to remedy or correct ES&H Requirement-related laws that would significantly adversely affect the Target Company's operations or assets are likely to occur.

(17)

Insurance. The Target Company has obtained all insurance required by law or contract, and the insurance contracts entered into by the Target Company have been legally executed. The relevant

[Schedule 7.1]

insurance premiums have been timely paid, and the insurance policies are currently valid. There are no limitations or burdens on the insurance claims rights of the Target Company. There are no ongoing lawsuits related to insurance contracts entered into by the Target Company, and there is no anticipated risk of such lawsuits.

(18)

Loans and Collateral; Non-Existence of Default. There are no loans or collateral established in relation to the Target Company, and there are no collateral or guarantees provided by the Target Company for the debts of others or provided by others, including sellers. The Target Company is not in default on loans that have matured, and there are no reasons for loss of term benefit for loans that will mature.

C. Information Regarding Subsidiary

(1)

Ownership of Subsidiary Shares. The Target Company legally owns shares of the Subsidiary and has legal and valid ownership rights. The shares of the Subsidiary were lawfully issued, and there are no limitations or burdens set on them.

(2)

Establishment and Existence. The Subsidiary has been legally established under Irish law and validly exists. It is conducting its current business operations legally, possesses the necessary legal authority, capabilities, and permissions to own and use its assets. There is no reason, to the Seller' knowledge, for the Subsidiary to be dissolved or liquidated, commence insolvency or debtor recovery proceedings, or similar procedures.

(3)

Non-Existence of Violations. To the Seller' knowledge, the execution and performance of this Agreement by the Seller do not (i) violate any applicable laws or government approvals concerning the Subsidiary, (ii) breach the organizational documents of the Subsidiary, (iii) result in any limitations on the Subsidiary's shares or assets, (iv) constitute a violation or default under any agreement binding the Subsidiary or relating to its shares or assets, or (v) have any other significantly adverse effect on the Subsidiary. To the Seller' knowledge, no necessary third party approvals are required for the execution and performance of this Agreement by the Subsidiary.

(4)

Subsidiary's Financial Statements. To the Seller' knowledge, the financial statements of the Subsidiary have been prepared in accordance with relevant laws and International Financial Reporting Standards (IFRS). The consolidated and separate financial condition, operating results, changes in equity, and cash flows of the Subsidiary are accurately and fairly presented as of the date and for the periods indicated in the financial statements. Except for the liabilities reflected in the financial statements of the Subsidiary, there are no debts, liabilities, or obligations (including external debts or contingent liabilities) existing for the Subsidiary.

(5)

Compliance with Laws. To the Seller' knowledge, the Subsidiary has complied with all applicable laws related to its current business operations, and there have been no sanctions imposed by government agencies on the Subsidiary for violations of laws. There is no anticipated risk of

[Schedule 7.1]

sanctions due to violations of laws.

(6)

Government Approval. To the Seller' knowledge, the Subsidiary has obtained all necessary government approvals in connection with its current business operations, and these approvals are legally and validly existing. The Subsidiary has complied with the conditions required by these government approvals and has not engaged in any acts that could lead to their cancellation or suspension. There are no existing lawsuits related to these government approvals against the Subsidiary, and there is no anticipated risk of such lawsuits.

(7)

Litigation. To the Seller' knowledge, there are no ongoing or pending lawsuits related to the business of the Subsidiary, and there is no anticipated risk of such lawsuits arising.

[Schedule 7.1]

Schedule. 7.2

Representations and Warranties of the Buyer

The Buyer represents and warrants to the Seller that the following statements are true and accurate as of the Effective Date and closing date of this Agreement. However, representations and warranties based on a specific date represent and warrant as of that specific date.

(1)

The Buyer is a corporation duly established and validly existing under the laws of the Republic of Korea.

(2)

The Buyer has the necessary authority and qualification to enter into this Agreement and perform its obligations under this Agreement.

(3)

The Buyer has completed all valid and legal internal authorization procedures, including board resolutions, necessary to enter into this Agreement and perform its obligations under this Agreement.

(4)

This Agreement has been legally entered into by the Buyer and is binding and enforceable against the Buyer in accordance with the terms and conditions of this Agreement.

(5)

The Buyer’s entering into this Agreement and performing of the obligations does not violate the articles of incorporation of the Buyer or relevant laws and regulations.

[Schedule 7.2]

    This Agreement shall be provided in accordance with applicable laws and regulations and internal control standards.
 
Loan Agreement
 
- Lender -
Institutions specified in Appendix 1
 
- Borrower -
DAYLI Trinity Holdings, Ltd.
 
December 17, 2023

Loan Agreement

Table of contents


Chapter 1 General Provisions	3
Article 1-1 (Definitions)	3
Article 1-2 (Interpretation)	7

Chapter 2 Loans	8
Article 2-1 (Loan Agreement)	8
Article 2-2 (Purpose of the Loan)	8
Article 2-3 (Drawdown)	9
Article 2-4 (Conditions Precedent to Drawdown)	9
Article 2-5 (Conditions Subsequent to Drawdown)	9
Article 2-6 (Waiver of Lending Obligation)	10

Chapter 3 Payment of Interest and Repayment of Loans	10
Article 3-1 (Interest and Default Interest)	10
Article 3-2 (Payment of Interest)	10
Article 3-3 (Repayment of Loans)	10
Article 3-4 (Voluntary Early Repayment)	11
Article 3-5 (Mandatory Early Repayment)	11
Article 3-6 (Early Repayment Fee)	11
Article 3-7 (Payment Standards and Allocation of Paymentst)	11

Chapter 4 Fund Management	12
Article 4-1 (Opening and Management of Deposit Accounts)	12

Chapter 5 Security	13
Article 5-1 (Principles of Security Creation)	13
Article 5-2 (Pledge of Shares)	13
Article 5-3 (Pledge of Deposit Claims)	13
Article 5-4 (Pledge of Settlement Amount Claims)	13

Chapter 6 Representations, Warranties, and Covenants	14
Article 6-1 (Representations and Warranties)	14
Article 6-2 (Affirmative Covenants)	15
Article 6-3 (Negative Covenants)	15

Loan Agreement


Chapter 7 Default	16
Article 7-1 (Events of Default)	16
Article 7-2 (Loss of Benefit of Time)	17

Chapter 8 Others	17
Article 8-1 (Expenses)	17
Article 8-2 (Notification)	18
Article 8-3 (Assignment)	19
Article 8-4 (Confidentiality)	19
Article 8-5 (Retention of Documents)	19
Article 8-6 (Others)	20
Article 8-7 (Governing Law and Jurisdiction)	20

Appendix 1 Lenders and Loan Agreements	1
Appendix 2 Conditions Precedent Documents	2
Appendix 3 Conditions Subsequent Documents	3

Exhibit 1 Drawdown Request (Form)	4
Exhibit 2 Subordination Undertaking (Form)	5

Loan Agreement

This Loan Agreement (hereinafter referred to as “this Agreement”) is made and entered into as of December 17, 2024 (the “Effective Date”), by and between the following parties:


Lender	Institutions specified in Appendix 1 (hereinafter be referred to individually as a "Lender" and collectively as “Lenders" as the context may require)

Borrower	DAYLI TRINITY HOLDINGS, Ltd. (the “Borrower”)

The Lender and Borrower are individually referred to as the "Party", and collectively as the "Parties".

The Parties agree to enter into this Agreement under the following terms and conditions:

Chapter 1 General Provisions

Article 1-1 (Definitions)

The terms used in this Agreement shall have the following meanings, unless otherwise defined in this Agreement:

The term “Financial Obligations” as used in this Agreement refers to any of the following debts related to a company:

Debts Related to Deposits or Advances: Any debts arising from deposits or advances of any type that have the effect of debt or borrowings, excluding deposits or advances made by customers during the normal course of business activities

Debts on Securities or Similar Instruments: All debts evidenced by debentures, notes, securities, or certificates of a similar nature, excluding debts shown on notes or similar certificates issued in connection with accounts payable during the ordinary course of business

Interest-Bearing Debts: Debts where interest accrues as a normal consequence of borrowing

Secured Third-Party Financial Obligations: All financial obligations of third parties secured by the company’s assets, limited to the lower of the secured debt amount or, if applicable, the security limit

Loan Agreement

Conditional Sales or Ownership Transfers: Debts arising from conditional sales or other sales of ownership in connection with the company’s assets that have the nature of borrowing, excluding contractual obligations incurred in the ordinary course of business activities.

Deferred Payment Obligations: Debts related to the sale or servicing of assets where payment is deferred for more than ninety (90) days from the usual payment period

Guarantee Obligations: Obligations of the company related to guarantees for the financial obligations of a third party, limited to the extent of the guarantee limit specified in the relevant guarantee contract, if applicable

Financial Lease Obligations: Debts classified as financial leases on the company’s balance sheet. If the Korean corporate accounting standards applicable to the company do not distinguish between financial leases and operating leases, the term refers to all lease-related debts accounted for on the balance sheet

Liability for damages related to guarantees, letters of credit or other certificates issued by banks or financial institutions (except those issued in connection with payment obligations related to the purchase of goods in the ordinary course of the Borrower's business activities)

Liabilities from Sale of Trade Receivables: Liabilities related to the sale of trade receivables, excluding divestitures without recourse. Any release or termination provisions resulting from violations of standard representation warranties are deemed to be without recourse

Liabilities Related to Amounts Incurred from Other Transactions, Including Forward Contracts with the Effect of Borrowing: Liabilities arising from other transactions, including forward contracts that have the effect of borrowing.

Liabilities Related to Derivative Transactions for Hedging Purposes: Liabilities related to derivative transactions entered into for hedging purposes, limited to the market-assessed value of such transactions

"Majority Lender" means (i) Before the drawdown, refers to the Lender(s) holding two-thirds (2/3) or more of the total Loan Commitments. (ii) After the drawdown, refers to the Lender(s) holding two-thirds (2/3) or more of the outstanding Loan.

"Security Agreement" refers to all agreements and documents executed or prepared in connection with the collateral and rights provided or granted to the Lenders under Chapter 5 of this Agreement

"Security Right" refers to the security interest (including personal guarantees) established under the Security Agreement.

"Loan Transaction Agreement" refers to this Agreement, the Security Agreements, and all other contracts and ancillary documents prepared in connection with this Agreement.

Loan Agreement

"Loan" refers to the principal amount of the loan drawn down under this Agreement, up to the limit of the Loan Commitment agreed upon by each Lender, or, depending on the context, the outstanding principal balance of the Loan at any given time.

"Loan Maturity Date" refers to the date when the total Loan must be repaid in full, which is the corresponding date of the month 12 months after the Drawdown Date. However, with the consent of all Lenders, the Loan Maturity Date may be extended twice, for up to three (3) months each time. If the Loan Maturity Date falls on a non-Business Day, the Loan Maturity Date shall be the next Business Day.

"Loan Commitment Amount" refers to the total amount of KRW 10,000,000,000 (Ten Billion Korean Won) that the Lenders have agreed to lend to the Borrower under this Agreement. Depending on the context, it may also refer to the amount each Lender is obligated to lend to the Borrower, as specified in Appendix 1 of this Agreement, within the conditions and limits of this Agreement.

"Loan Principal and Interest" refers to the outstanding balance of the Loan, including accrued interest (including default interest).

10.

"Loan Interest Period" refers to the period starting from the Drawdown Date and ending on the date the Loan is fully repaid.

11.

"Loan Interest Payment Date" refers to the last day of the Loan Interest Period.

12.

"Price Return Swap (Agreement)" means the Price Return Swap Agreement concluded on December 20, 2023, and subsequently succeeded through the Amendment Agreement concluded on December 17, 2024, among Mico Co., Ltd. (hereinafter referred to as "Mico"), Mainstream Holdings LLC, and the Borrower. Under this agreement, the Borrower assumes the position of Mainstream Holdings LLC in the original Price Return Swap Agreement. The agreement governs the settlement of certain fixed profits the Borrower receives from Mico pursuant to the Price Return Swap Agreement, as well as variable profits generated from the Borrower's equity shares in the acquired Target Company.

13.

“Target Company” refers to MICO IVD HOLDINGS, LLC, a company incorporated under the laws of the State of Delaware, United States.

14.

"Target Equity" refers to all equity interests issued by the Target Company to be acquired by the Borrower under the Share Purchase Agreement.

15.

"Share Purchase Agreement" refers to the share purchase agreement entered into on December 17, 2024, between the sellers, Mainstream Holdings LLC, and the Borrower, as the purchaser, whereby the Borrower agrees to acquire 4,800 units of equity interests in the Target Company held by the sellers.

16.

"Event of Default" refers to the occurrence of any of the following events concerning a corporation:

A suspension of transactions as defined in the Korea Financial Settlement Rules.

The corporation is insolvent, initiates liquidation or dissolution proceedings, or is subject to rehabilitation or bankruptcy proceedings under the Debtor Rehabilitation and Bankruptcy Act,

Loan Agreement

or any similar circumstances rendering normal operations impossible.

The corporation faces financial risks due to similar proceedings as stated in B, making it objectively difficult to perform its obligations under this Agreement

17.

"Business Day" refers to a day on which commercial banks in Korea are open for business, excluding Saturdays, Sundays, Labor Day, and public holidays designated under applicable laws.

18.

"Repayment Account" refers to the account defined in Article 4-1 of this Agreement.

19.

"Drawdown Period" refers to the period during which the Borrower may request a drawdown of the Loan Commitment, which shall be within one (1) month from the execution date of this Agreement.

20.

"Conditions Precedent" refers to the conditions set forth in Article 2-4 of this Agreement that must be satisfied prior to the drawdown of the Loan Commitment.

21.

"Drawdown Date" refers to the date on which the Lenders disburse the Loan Commitment to the Borrower in accordance with Article 2-4 and the terms of this Agreement. The term “Drawdown” refers to the act of such disbursement by the Lenders on the Drawdown Date.

22.

"Conditions subsequent" refers to the conditions set forth in Article 2-5 of this Agreement that must be satisfied after the drawdown of the Loan Commitment.

23.

“Participation Ratio” Refers to, for each Lender (i) Before the drawdown, the ratio of the Lender’s Loan Commitment to the total Loan Commitments under this Agreement; or (ii) After the drawdown, the ratio of the Lender’s Loan to the total Loan under this Agreement.

24.

"Secured Obligation" refers to all monetary claims held by the Lenders against the Borrower under the Loan Transaction Agreement, including Loan Principal and Interest.

25.

"Secured Liabilities" refers to the monetary liabilities of the Borrower corresponding to the Secured Obligations under this Agreement.

26.

"Permitted Security" refers to security interests established on the Borrower’s assets that fall into any of the following categories:

Security interests established under the Loan Transaction Agreement.

Statutory liens or security interests arising by operation of law (including liens arising from taxation).

Security provided for taxes subject to appeal.

Security provided pursuant to judgments or decisions that do not constitute an Event of Default, or security deposited with the court for litigation or other legal proceedings.

Various liens arising in the ordinary course of the Borrower’s business activities (provided that such liens must be extinguished within three (3) months of their establishment).

Security provided to administrative authorities in connection with permits, licenses, or other approvals, provided that the Lenders are notified in advance.

Security provided in connection with Permitted Indebtedness.

Loan Agreement

Other security interests approved by the Majority Lenders

27.

"Permitted Indebtedness" refers to the financial obligations of the Borrower that fall into any of the following categories:

Financial obligations under the Loan Transaction Agreement.

Financial obligations under the Price Return Swap Agreement.

Financial obligations arising under applicable laws.

Financial obligations for refinancing purposes to repay all (or part of) the Loan.

Subordinated Debt.

Other financial obligations approved by the Majority Lenders

28.

"Subordinated Debt" refers to the Borrower’s financial obligations that meet all of the following conditions:

The maturity date of such obligations is later than the Loan Maturity Date.

No principal, interest, or other payment related to such obligations shall be made under any circumstances before the Secured Liabilities under this Agreement are fully repaid, including during rehabilitation or bankruptcy proceedings under the Debtor Rehabilitation and Bankruptcy Act.

If security is provided for such obligations, (i) No security shall be established on assets that are already secured for the benefit of the Lenders under this Agreement; and (ii) If security is provided on other assets, a senior security interest must first be granted for the benefit of the Lenders under this Agreement.

Before incurring such financial obligations, the creditor must submit a Subordination Undertaking, in substantially the same form as Exhibit 2, to the Lenders.

Article 1-2 (Interpretation)

Unless otherwise provided in this Agreement, the terms and provisions of this Agreement shall be interpreted as follow:

Unless the context requires otherwise, references to singular terms include their plural forms and vice versa.

Unless otherwise required by the context, references to laws, statutes, or regulations in this Agreement include any substitutions, amendments, or revisions thereof made from time to time. Similarly, references to any contract or document include any modifications, amendments, supplements, or renewals thereof made from time to time.

The terms “law,” “statute,” or “regulation” in this Agreement include constitutions, statutes, orders, rules, treaties, conventions, agreements, subordinate or ancillary legislation, and all other provisions with legal effect. The term “tax” includes taxes, levies, fees, and any associated interest or penalties imposed or withheld by the relevant authority or taxing body.

Loan Agreement

Accounting terms used in this Agreement, unless otherwise defined, shall be interpreted in accordance with the Generally Accepted Accounting Principles (GAAP) in Korea.

References to the Lenders, the Borrower, or any other parties mentioned in this Agreement shall include their respective lawful successors, transferees of their rights, and/or assignees of their obligations.

References to “obligation” or “debt” shall be interpreted as “claim” or “liability,” respectively, from the perspective of the other party.

The terms “month,” “months,” or “calendar month” refer to a period beginning on a specific date of a given month and ending on the numerically corresponding date in the following month. If such a date does not exist in the following month or if the period begins on the last day of a month, it shall end on the last day of the following month.

Unless otherwise specified, appendices, exhibits, and forms attached to this Agreement are considered part of this Agreement. References to clauses, appendices, exhibits, and forms in this Agreement are references to those contained herein unless explicitly stated otherwise.

The titles, headings, preambles, and table of contents in this Agreement are for convenience only and do not form part of this Agreement or affect its interpretation.

10.

References to the “corresponding date” refer to the date in the same calendar month corresponding numerically to a specified date, or in cases where no such date exists, the last day of that month.

11.

The term “including” shall be interpreted as “including, without limitation.”

Any matters not specified in this Agreement regarding the calculation of amounts such as interest, default interest, fees, or early repayment amounts shall follow the general practices of the Lender.

Chapter 2 Loans

Article 2-1 (Loan Agreement)

The Borrower shall receive loans for the full amount of the Loan Commitments from each Lender under this Agreement, and each Lender shall lend the full amount of its respective Loan Commitment to the Borrower in accordance with this Agreement.

Article 2-2 (Purpose of the Loan)

The Borrower shall use the Loan exclusively for the following purposes: payment of the purchase price under the Share Purchase Agreement and related incidental expenses, payment of interest, fees, and other financial costs under the Loan Transaction Agreement, the Borrower’s operating funds, and any other purposes approved by all Lenders.

The Borrower shall bear full responsibility for any liabilities arising from the use of the Loan for purposes other than those specified in Paragraph 1, and the Lenders shall not bear any responsibility in this regard.

Loan Agreement

Article 2-3 (Drawdown)

The Borrower may request a drawdown of the Loan Commitment within the Drawdown Period, limited to one (1) instance, by submitting a Drawdown Request in the form and content specified in Exhibit 1 to the Lenders by no later than the Business Day immediately preceding the Drawdown Date (or any other date agreed upon by all Lenders).

The drawdown request made under Paragraph 1 shall be irrevocable and may not be modified or withdrawn. The Borrower must accept the Loan disbursed by the Lenders.

Upon receiving the Drawdown Request under Paragraph 1 and confirming that all Conditions Precedent to Drawdown are satisfied, each Lender shall disburse the Loan on the Drawdown Date by depositing its respective Loan amount into the account designated by the Borrower, as specified in the Drawdown Request.

Article 2-4 (Conditions Precedent to Drawdown)

Each Lender's obligation to disburse its Loan Commitment to the Borrower under this Agreement shall be subject to the satisfaction, waiver, or deferral (by the written consent of the respective Lender) of all the following conditions as of the Drawdown Date.

The Borrower shall have submitted to the Lenders the documents listed in Appendix 2 as the Conditions Precedent Documents by the Drawdown Date.

All Loan Transaction Agreements shall have been duly and validly executed in a manner satisfactory to the Lenders and binding on the relevant parties.

The Share Purchase Agreement shall have been duly executed and remain valid, and all Conditions Precedent to the closing of the Share Purchase Agreement (except for those conditions that by their nature can only be satisfied concurrently with the closing) shall have been satisfied or waived.

The representations and warranties specified in Article 6-1 shall be true and accurate in all material respects.

No Event of Default as specified in Article 7-1 shall have occurred.

Article 2-5 (Conditions Subsequent to Drawdown)

After the Drawdown, the Borrower shall submit the documents specified in Appendix 3 to the Lenders within the timeframe set forth in Appendix 3. Such documents must be in a form and content satisfactory to the Lenders.

The Conditions Precedent specified in Article 2-4 shall continue to remain in full force and effect.

All financial-related contracts must have been duly and validly executed and remain effective, and the security obligations under this Agreement must continue to be fulfilled and maintained.

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Article 2-6 (Exemption from Lending Obligation)

If the Borrower requests a drawdown under Article 2-3 Paragraph 1 but fails to satisfy all Conditions Precedent to Drawdown by the Drawdown Date or if such conditions are not deferred by written consent of the respective Lender, the Lender shall have no obligation to disburse the Loan under this Agreement.

If the Borrower fails to draw down the Loan Commitment within the Drawdown Period, the Lenders shall have no obligation to disburse the Loan under this Agreement.

Chapter 3 Payment of Interest and Repayment of Loan

Article 3-1 (Interest and Default Interest)

The interest rate on the Loan shall be a fixed rate of 7.5% per year.

Interest on the Loan shall be calculated based on the formula:
[Outstanding Loan Amount x Interest Rate Specified in Paragraph 1 x Actual Number of Elapsed Days / 365 (For Loan Interest Periods during a leap year, the denominator shall be 366)]. The first day of the Loan Interest Period is included in the calculation, but the last day is excluded.

If the Borrower fails to pay the Loan, interest, or any other amounts payable under the Loan Transaction Agreement on the due date (including dates arising from the Loss of Benefit of Time), the Borrower shall pay default interest on the overdue amount for the period from the due date to the actual payment date. The default interest rate shall be the interest rate specified in Paragraph 1 plus 3% per annum. Default interest shall be calculated based on the actual number of overdue days, assuming a year consists of 365 days (or 366 days in a leap year). The first day of the overdue period is included, but the last day is excluded.

Article 3-2 (Payment of Interest)

The Borrower shall pay the interest (including default interest) calculated in accordance with Article 3-1 to each Lender on a deferred basis by transferring or remitting the amount to the account designated by each Lender on the Loan Interest Payment Date.

Article 3-3 (Repayment of Loans)

Unless otherwise specified in this Agreement, the Borrower shall repay the Loan in a lump sum on the Loan Maturity Date.

Article 3-4 (Voluntary Early Repayment)

As long as no Event of Default under Article 7-1 has occurred, the Borrower may voluntarily prepay all or part of the Loan before the Loan Maturity Date, subject to the following conditions:

Loan Agreement

The Borrower shall notify the Lenders in writing of the prepayment amount and the prepayment date at least five (5) Business Days before the prepayment date (or within any later period agreed upon by all Lenders).

The Borrower shall repay not only the prepaid Loan but also all accrued interest (including default interest) on the entire Loan up to the prepayment date, along with any other amounts payable to the Lenders under this Agreement.

Article 3-5 (Mandatory Early Repayment)

If the settlement amount or the put option settlement amount under the Price Return Swap Agreement is paid before the Loan Maturity Date, the Borrower shall prepay all Secured Liabilities on the next Business Day following the date of such payment.

Article 3-6 (Early Repayment Fee)

If the Borrower makes an early repayment of the Loan under Articles 3-4 or 3-5, the Borrower shall pay each Lender an early repayment fee on the prepayment date, calculated as follows.

Prepaid Loan Amount x 0.01 x {Remaining Days from Prepayment Date to Loan Maturity Date / Total Days from Drawdown Date to Loan Maturity Date}

Article 3-7 (Payment Standards and Allocation of Repayments)

Unless otherwise specified in the Loan Transaction Agreement, the Borrower shall not have any right of set-off, counterclaim, or other defenses that could reduce the amounts payable under this Agreement.

Unless otherwise specified in this Agreement, any amounts received by the Lenders from the Borrower under the Loan Transaction Agreement shall be applied to the repayment of Secured Liabilities in the order specified below. If the amount received from the Borrower is insufficient to cover all amounts due at any stage, such amounts shall be distributed among the Lenders in proportion to their Participation Ratios (except for Item 1, which is distributed based on the ratio of the relevant debt amounts).

Any amounts payable to the Lenders under the Loan Transaction Agreement not otherwise listed in this Paragraph.

All fees and costs payable to the Lenders under the Loan Transaction Agreement.

Default interest on the Loan that is due and payable.

Interest on the Loan that is due and payable.

Principal of the Loan that is due and payable.

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Chapter 4 Fund Management

Article 4-1 (Opening and Management of Deposit Account)

The Borrower shall open and maintain a deposit account (the "Repayment Account") to deposit: (i) Loan proceeds under this Agreement; (ii) Sale proceeds received from the sale of the Target Equity by the Borrower; (iii) Residual assets distributed to the Borrower upon the liquidation of the Target Company; (iv) Settlement Amounts and/or Put Option Settlement Amounts received by the Borrower under Article 4 of the Price Return Swap Agreement; and (v) Sale proceeds received by the Borrower from enforcing the pledge under the Stock Pledge Agreement with MiCo regarding common shares of KoMiCo Co., Ltd., provided as collateral, and selling such collateral.

The Borrower shall ensure that: (i) Loan proceeds under this Agreement; (ii) Sale proceeds received from the sale of the Target Equity; (iii) Residual assets distributed to the Borrower upon the liquidation of the Target Company; (iv) Settlement Amounts and/or Put Option Settlement Amounts received by the Borrower under Article 4 of the Price Return Swap Agreement; and (v) Sale proceeds received by the Borrower from enforcing the pledge under the Stock Pledge Agreement with MiCo regarding common shares of KoMiCo Co., Ltd., provided as collateral, and selling such collateral; are deposited into the Repayment Account.

In accordance with Article 5-3, the Borrower shall establish and maintain a first-priority pledge over the deposit claims in the Repayment Account for the benefit of the Lenders.

The Borrower may withdraw or transfer funds deposited in the Repayment Account for the purpose of paying the Settlement Amounts due to MiCo under the Price Return Swap Agreement.

Chapter 5 Security

Article 5-1 (Principles of Security Creation)

To secure the Secured Liabilities, the Borrower shall establish the following security interests for the benefit of the Lenders:

A pledge over the Target Equity in accordance with Article 5-2.

A pledge over the deposit claims in the Repayment Account in accordance with Article 5-3.

A pledge over the Borrower's Settlement Amounts or Put Option Settlement Amounts under the Price Return Swap Agreement in accordance with Article 5-4

The Borrower shall take all necessary actions to perfect the security interests specified in Paragraph (1) and make them enforceable against third parties. The Lenders shall cooperate with the establishment of such security interests.

Article 5-2 (Pledge of Shares)

To secure the Secured Liabilities, the Borrower shall establish a first-priority pledge over the Target

Loan Agreement

Equity acquired by the Borrower for the benefit of the Lenders (with a maximum claim amount equal to 120% of the Loan Commitment).

The Borrower and the Lenders shall execute a Pledge Agreement over the Target Equity (the “Share Pledge Agreement”) prior to the Drawdown to establish the pledge under Paragraph (1).

Article 5-3 (Pledge of Deposit Claims)

To secure the Secured Liabilities, the Borrower shall establish a first-priority pledge over the deposit claims in the Repayment Account held by the Borrower for the benefit of the Lenders (with a maximum claim amount equal to 120% of the Loan Commitment; provided, however, that if the account-opening institution’s procedures do not permit a maximum claim amount of such value, the maximum claim amount shall be set at the highest permissible amount under the institution’s procedures).

The Borrower and the Lenders shall execute a Pledge Agreement over the Deposit Claims (the “Deposit Claims Pledge Agreement”) prior to the Drawdown to establish the pledge under Paragraph (1).

Article 5-4 (Pledge of Settlement Amount Claims)

To secure the Secured Liabilities, the Borrower shall establish a first-priority pledge over the Borrower’s Settlement Amount or Put Option Settlement Amount claims under the Price Return Swap Agreement for the benefit of the Lenders (with a maximum claim amount equal to 120% of the Loan Commitment).

The Borrower and the Lenders shall execute a Pledge Agreement over the Settlement Amount Claims (the “Settlement Amount Claims Pledge Agreement”) prior to the Drawdown to establish the pledge under Paragraph (1).

Chapter 6 Representations, Warranties, and Covenants

Article 6-1 (Representations and Warranties)

In connection with the execution and performance of this Agreement, the Borrower represents and warrants to the Lenders on the Execution Date, the Drawdown Date, and the Loan Interest Payment Date (provided, however, that representations and warranties made as of a specific date shall apply as of that specific date) as follows:

The Borrower is a corporation duly incorporated and validly existing under the laws of the Republic of Korea.

The Borrower has completed all necessary internal authorization procedures required for the execution of the Loan Transaction Agreement and the performance of obligations thereunder, and the Loan Transaction Agreement is binding and enforceable against the Borrower.

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The execution of the Loan Transaction Agreement, the transactions contemplated therein, and the performance of related obligations do not violate applicable laws, the Borrower’s articles of incorporation, or any contracts, court rulings, administrative actions, or directives that are binding upon the Borrower.

The Borrower is in material compliance with all applicable laws, directives, and guidelines issued by relevant authorities.

The Borrower has not violated any applicable laws or contracts in a manner that would have a material adverse effect on the execution or performance of the Loan Transaction Agreement.

The Borrower has provided all material information necessary for the execution and drawdown under the Loan Transaction Agreement, and to the Borrower’s knowledge, such information is materially accurate.

No dissolution or liquidation proceedings have been initiated against the Borrower, no bankruptcy proceedings have been filed, and to the Borrower’s knowledge, no such proceedings are likely to occur.

There are no lawsuits, arbitrations, disputes, provisional seizures, or enforcement actions that would have a material adverse effect on the disbursement, repayment of the Loan, or the Lenders' exercise of rights under this Agreement, nor does the Borrower anticipate any such disputes.

Article 6-2 (Affirmative Covenants)

The Borrower covenants to the Lenders that from the Execution Date of this Agreement until all Secured Liabilities are fully repaid, the Borrower shall comply with the following:

Notification: If any of the following events occurs or is expected to occur, the Borrower shall notify the Lenders without delay (and in any case within five (5) Business Days:

Investigations, litigations, arbitrations, administrative proceedings, or other legal disputes concerning the Borrower or the Target Company’s operations or assets.

Litigation, legal proceedings, or disputes related to the Loan Transaction Agreement.

Occurrence of any Event of Default under Article 7-1.

Any event that has or is likely to have a material adverse effect on the Borrower’s financial condition.

Maintenance of Security: The Borrower shall take all necessary actions to maintain the security interests established under Chapter 5.

Taxes and Duties: The Borrower shall timely pay all taxes and duties imposed on it and fulfill all tax reporting and payment obligations under applicable laws, including the Corporate Tax Act and Local Tax Act.

Accuracy of Representations and Warranties: The Borrower shall ensure that the representations and warranties under this Agreement remain true and accurate in all material respects.

Recordkeeping: The Borrower shall maintain proper financial statements, accounting records,

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receipts, and other relevant documents related to its business operations and provide them promptly to the Lenders upon request.

Other Obligations: The Borrower shall take other actions reasonably requested by the Lenders, within the scope permitted by applicable laws, to protect and enforce the Lenders' rights under the Loan Transaction Agreement.

Article 6-3 (Negative Covenants)

The Borrower covenants to the Lenders that from the Execution Date of this Agreement until all Secured Liabilities are fully repaid, the Borrower shall comply with the following:

Restriction on Incurring Debts: The Borrower shall not incur any financial obligations other than Permitted Indebtedness without the prior written consent of the Majority Lenders.

Restriction on Providing Security: The Borrower shall not establish any security interests over its present or future assets, income, or properties other than Permitted Security, without the prior written consent of the Majority Lenders

Restriction on Restructuring: Unless otherwise permitted under this Agreement, the Borrower shall not, without the prior written consent of the Majority Lenders, engage in the following until all Secured Liabilities are fully repaid:

Changes to the corporate form under the Commercial Act (except as required by applicable laws).

Voluntary dissolution, liquidation, spin-off, division, merger, or consolidated merger with another company.

Filing for workout procedures under the Corporate Restructuring Promotion Act or similar agreements, or for rehabilitation or bankruptcy proceedings under the Debtor Rehabilitation and Bankruptcy Act.

Other actions reasonably deemed necessary by all Lenders.

Article 6-4 (Matters Regarding the Lender's Priority Rights)

Each lender, having provided the full amount of their respective loan commitments to the borrower under this agreement and thereby holding claims against the borrower, is hereby confirmed to have priority over the borrower's shareholders (DAYLI Fountainhead Project Fund No. 3) in the distribution of residual assets in the event of the borrower's dissolution or other applicable circumstances:

Loan Agreement

Chapter 7 Default

Article 7-1 (Events of Default)

The following events shall constitute grounds for default by the Borrower under this Agreement:

Failure to Pay Amounts Due: If the Borrower fails to pay any amount due under the Loan Transaction Agreement by the due date. However, if the default arises from a technical defect in the bank-to-bank transfer, such default shall not constitute a breach provided that the payment is made within one (1) business day after the defect is resolved.

Failure to Perform Other Obligations: Except for the obligations specified in subparagraph 1, if the Borrower fails to perform its obligations under this Agreement or breaches any requirements of Articles 6-2 and 6-3, and such non-performance or breach is not cured within thirty (30) days after written notice requesting cure from the Majority Lender.

False Representations and Warranties: If any representations or warranties made under Article 6-1 prove to be materially untrue and are not cured within thirty (30) days after the Majority Lender provides written notice requesting cure.

Impairment of Pledged Rights: If the rights established under the Pledge Agreement lose their validity (including enforceability against third parties), or if the Lender’s ability to exercise such rights is impaired due to cancellation, release, or any other reason.

Borrower's Insolvency: If the Borrower becomes insolvent.

Enforcement of Pledged Collateral: If a notice of seizure, collection order, full order, or arrearage disposition is issued for the pledged collateral under the Pledge Agreement, or if an application for compulsory execution or similar enforcement action is filed, and such issue is not resolved within ninety (90) days. However, if the Borrower provides a reasonable justification and resolution plan, the Majority Lender may, at its reasonable discretion, grant an exception to this subparagraph.

Illegality of Pledge Obligations: If amendments to applicable laws and regulations render it illegal for the Borrower to assume or fulfill its obligations under the Pledge Agreement, and the Borrower fails to comply with or cure such violations within thirty (30) days.

Article 7-2 (Loss of Benefit of Time)

In the event of a default under subparagraphs 1 and 5 of Article 7-1, all Secured Debts owed by the Borrower to the Lenders, including loan principal amounts, shall automatically lose the Benefit of Time without the need for further notice.

In the event of a default other than those specified in subparagraphs 1 and 5 of Article 7-1, the Lender, with the consent of the Majority Lender, may notify the Borrower of the loss of the Benefit of Time. Upon such notification, all Secured Debts owed by the Borrower to the Lender, including the principal and interest on the Loan Amount, shall immediately lose the Benefit of Time.

If the Borrower loses the benefit of time in accordance with paragraph (1) or (2), the Borrower must

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immediately pay all of the Secured Debt to the Lenders, and the Lender may exercise the Lender's authority or rights under the Security Agreement, such as executing various security rights under the Security Agreement with the consent of the Majority Lender.

Even if the Borrower loses the Benefit of Time under paragraph (1) or (2), the Lender may, with the consent of the majority, restore the Benefit of Time by providing written notice to the Borrower, provided that the Borrower takes measures satisfactory to the Lender, such as supplementing or adding collateral.

Chapter 8 Others

Article 8-1 (Expenses)

The Borrower shall bear the following expenses and associated costs (including any applicable taxes) related to the Loan under this Agreement, as calculated by the Borrower:

Stamp Duty: All stamp duty costs associated with the Loan Transaction Agreement and any related documentation prepared pursuant to this Agreement.

Lender's Reasonable Expenses: All reasonable expenses incurred by the Lender in connection with the preparation, negotiation, and execution of the Loan Transaction Agreement, including legal advisory fees, appraisal agency fees, accounting firm fees, and other related costs.

Collateral Costs: All costs incurred in the establishment and termination of collateral pursuant to this Agreement and the Pledge Agreement, as well as all costs incurred by the Lender in enforcing the pledged collateral under the Pledge Agreement.

Recovery Costs: All expenses incurred by the Lender to recover the loan principal and other amounts due under this Agreement, including costs for preserving the Lender's rights, fees incurred by the Lender, reasonable attorneys' fees, and any expenses related to legal proceedings.

Other Related Costs: Any other expenses reasonably incurred in connection with the Loan under this Agreement.

Article 8-2 (Notification)

All notices related to the Loan Transaction Agreement, including this Agreement, shall be delivered directly to the addresses of the respective Parties listed below, or sent via certified mail, e-mail, or facsimile. However, if a notice is sent via e-mail or facsimile, the notifying Party must obtain confirmation of receipt from the recipient through the same medium. For the avoidance of doubt, written notices under this Agreement include notices sent via e-mail, and any documents attached to such e-mails shall be considered an integral part of the written notice.

Borrower

Address: 15F Aju B/D, 201 Teheran-ro, Gangnam-gu, Seoul, Republic of Korea

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TEL:

FAX:

Email:

Person in Charge: Park Wonyong

IBK Capital Co., Ltd.

Address: 414, Teheran-ro, Gangnam-gu, Seoul, Republic of Korea

TEL:

FAX:

Email:

Person in Charge: Hannah Seo

Acuon Capital Co., Ltd.

Address: 3rd–5th Floors, B1, 18, Uisadang-daero, Yeongdeungpo-gu, Seoul, Republic of Korea

TEL:

FAX:

Email:

Person in Charge: Min Yong

A notice under paragraph (1) shall be deemed effectively delivered: 1) On the date of issuance, if delivered directly; 2) On the date of receipt, if sent via certified mail or with proof of contents; 3) On the date of transmission, if sent via e-mail or facsimile, provided that the recipient confirms receipt through the same medium.

Failure to Notify or Refusal to Accept Service: If either Party provides a false notification address, fails to notify the other Party of a change in the notification address, or refuses to accept service, the notice shall be deemed to have been effectively delivered on the date of re-dispatch to the false address or the previous notification address, provided that such re-dispatch is made in accordance with the methods specified in paragraph (1).

Article 8-3 (Assignment)

Restriction on Assignment by Borrower: The Borrower shall not assign, transfer, or otherwise dispose of all or any part of its status, rights, or obligations under this Agreement to any third party, including financial institutions, without the prior written consent of all the Lenders.

Assignment by Lenders: Each Lender may, following any withdrawal under this Agreement, assign or transfer to a third party all or part of its status, rights, or obligations under this Agreement

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(including, but not limited to, secured claims and pledged rights) under the same terms and conditions of this Agreement, by providing written notice to the Borrower, without the consent of the Borrower or any other Lender. The Borrower shall cooperate as much as possible with respect to such assignment or transfer, including assisting the third party in acquiring the related pledged rights.

Costs of Transfer: Notwithstanding Article 8-1, the costs related to the assignment or transfer under paragraph (2), including changes to the Pledge Agreement and registration costs, shall be borne by the respective Lender.

Article 8-4 (Confidentiality)

During the term of this Agreement, the Lenders shall not disclose or divulge to any third party any information related to the conclusion or performance of this Agreement without the prior written consent of the other Party. However, the following exceptions shall apply:

Mandatory Disclosure: If disclosure is required by applicable laws or regulations, or by a legitimate order of the supervisory authority of the Parties, provided that prior notice is given to the Borrower, and disclosure is made to such authority.

Legal or Accounting Advice: If disclosure is necessary to obtain legal or accounting advice for the conclusion or performance of this Agreement, provided that the advisory body is bound by a confidentiality obligation, and disclosure is limited to such advisory body.

Assignment or Transfer: If a Lender intends to perform an act such as an assignment under Article 8-3, Paragraph 2, disclosure may be made to the prospective assignee or other relevant parties, provided they are informed of the confidentiality obligation.

Recovery After Loss of Benefit of Time: If, after the Borrower loses the Benefit of Time, disclosure is necessary for the recovery of the loan, disclosure may be made to the person or entity to whom it is required.

Article 8-5 (Retention of Documents)

In the event that the Borrower has only one original document or deed required to be submitted to the Lenders under the Loan Transaction Agreement, the Borrower shall submit the original document or deed to the Lender designated with the consent of all Lenders, and shall provide copies of the document or deed to the remaining Lenders. In such cases, the Lender holding the original shall be deemed to hold the original on behalf of all Lenders.

Article 8-6 (Others)

If any provision or part of a provision in this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. However, if modifications or changes to this Agreement are necessary, the Parties shall mutually agree to make such modifications.

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Any agreement, arrangement, or contract, whether oral or written, entered into between the Parties prior to the execution of this Agreement, shall cease to have effect if it conflicts with this Agreement and shall be superseded by this Agreement.

Any modification or amendment to this Agreement shall be made in writing and signed by all Parties. Any modification or amendment not made in this manner shall be deemed invalid and have no effect.

Article 8-7 (Governing Law and Jurisdiction)

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Korea. Matters not specified herein shall be determined in good faith through consultation in accordance with the laws of the Republic of Korea and the customary practices of the domestic financial market regarding secured loans.

Any dispute arising in connection with this Agreement shall fall under the exclusive jurisdiction of the Seoul Central District Court (including any successor court) as the court of first instance.

[Margin below for signing, stamping or signature]

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To confirm the foregoing, the Parties have caused their respective duly authorized representatives to execute this Agreement as of the date stated at the beginning of this Agreement. For convenience, the signatures on this Agreement may be replaced by the seal or stamped mark of the law firm involved, or of a person mutually designated by the Parties.

Borrower

DAYLI TRINITY HOLDINGS, Ltd.

Signature _/s/ Park Wonyong__________

Name : Park Wonyong

Title: Director, Representative

Signature Page

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Lender

IBK Capital Co., Ltd.

Address: 414, Teheran-ro, Gangnam-gu, Seoul, Republic of Korea

Signature _/s/ Seok Ho Ham___________________________

CEO: Seok Ho Ham
Authorized Representative: Sang Hwa Jeong, General Manager of Corporate Finance Division 1

Signature Page

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Lender

Acuon Capital Co., Ltd.

Address: 18, Uisadang-daero, Yeongdeungpo-gu, Seoul, Republic of Korea, 3rd–5th Floors, B1

Signature _/s/ Jung Moo Lee_________________________

CEO: Jung Moo Lee

Signature Page

Loan Agreement

Appendix 1
Lenders and Loan Agreements


Lenders	Loan Commitment (Unit: KRW 100 million)
IBK Capital Co., Ltd.	70
Acuon Capital Co., Ltd.	30
Total	100

Attachment

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Appendix 2
Conditions Precedent Documents

※

Unless otherwise specified, original documents shall be submitted as a general rule

※

For copies, certification of conformity to the original is required

※

Copies may be substituted with the original document, if submitted

※

Documents already in the possession of the Lender may be exempt from submission

Documents for Borrower

(1)

Articles of Incorporation (Copy)

(2)

Certificate of Corporate Registration (Complete Transcript)

(3)

Certificate of Corporate Seal Registration (If a proxy seal is used, a Proxy Seal Declaration must be included)

(4)

Business Registration Certificate (Copy)

(5)

Internal authorization documents (Copy) approving the preparation, execution, and submission of the Loan Transaction Agreement and other related documents prepared by the Borrower.

(6)

If the Loan Transaction Agreement is executed by someone other than the representative director, a Power of Attorney (including the Certificate of Corporate Seal Registration) and a copy of the authorized person’s identification card (if required) must be submitted to prove the delegation of authority

Documents Related to Loan Transaction Agreements

(1)

Share Pledge Agreement

(2)

Deposit Claim Pledge Agreement

(3)

Settlement Amount Claim Pledge Agreement

(4)

Pledge Establishment Undertaking (referring to a form separately agreed upon between the Borrower and the Lenders before disbursement)

Copy of the Concerned Share Purchase Agreement

Copy of the Concerned Price Return Swap Agreement (including the Concerned Amendment Agreement)

Attachment

Loan Agreement

Appendix 3
Conditions Subsequent Documents

※

Unless otherwise specified, original documents shall be submitted as a general rule

※

For copies, certification of conformity to the original is required

※

Copies may be substituted with the original document, if submitted

※

Documents already in the possession of the Lender may be exempt from submission

On the Disbursement Date

(1)

Documents evidencing that the Borrower has completed the acquisition of the Target Shares under the Share Purchase Agreement (e.g., receipt for the payment of the purchase price under the Share Purchase Agreement, certificate of equity contribution, etc.)

Documents Related to the Share Pledge Agreement

Within fifteen (15) business days from the Disbursement Date, or by a later date as agreed by the Majority Lenders:

(1)

Documents evidencing the completion of the pledge on the Target Shares (e.g., UCC Filing documents, etc.)

Documents Related to the Deposit Claim Pledge Agreement

Within three (3) business days from the Disbursement Date, or by a later date as agreed by the Majority Lenders:

(1)

Deposit certificate (passbook) for the principal and interest repayment account

(2)

Copy of the notice of pledge establishment (with a fixed date stamp) to the account-opening institution

(3)

Acknowledgment of pledge establishment (with a fixed date stamp) from the account-opening institution

Documents Related to the Settlement Amount Claim Pledge Agreement

Within three (3) business days from the Disbursement Date, or by a later date as agreed by the Majority Lenders:

(1)

Copy of the notice of pledge establishment (with a fixed date stamp) to MiCo, the counterparty of the Profit and Loss Settlement Agreement

Attachment

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(2)

Acknowledgment of pledge establishment (with a fixed date stamp) from MiCo, the counterparty of the Profit and Loss Settlement Agreement

Attachment

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Exhibit 1 Drawdown Request (Form)

__ __, ____

To the Lender Group

[*] (hereinafter referred to as the "Borrower"), pursuant to Article 2-3 of the Loan Agreement dated December 17, 2024, entered into between the Borrower and the Lenders [*],and [*] (collectively, the "Lenders"), hereby notifies its intention to draw down the Loan and requests the disbursement of KRW 10,000,000,000 (Ten Billion Korean Won) on December 20, 2024, to the account specified below


Bank Name	Account Number	Account Holder

The Borrower confirms the following as of the date of this Drawdown Request Form:

(1) All conditions precedent to drawdown, as specified in Article 2-4 of the Loan Agreement, have been satisfied or will be satisfied prior to disbursement;

(2) All representations and warranties of the Borrower under Article 6-1 of the Loan Agreement are true and accurate in all material respects as of the date of this Drawdown Request Form;

(3) The Borrower is not in material breach of any covenants under Articles 6-2 and 6-3 of the Loan Agreement;

(4) No event of default under Article 7-1 of the Loan Agreement has occurred or is continuing as of the date of this Drawdown Request Form.

The Borrower hereby undertakes to immediately notify the Lenders in writing and obtain their approval should there be any changes to the above confirmations prior to the disbursement. All terms used in this Drawdown Request Form shall have the same meanings as those defined in the Loan Agreement unless otherwise specified herein.

Borrower

DAYLI TRINITY HOLDINGS, Ltd.

Signature _____________________________________

Name : Park Wonyong

Title: CEO

Attachment

Loan Agreement

Exhibit 2
Subordination Undertaking (Form)

Subordinated Creditor's Undertaking

Month [ ] Day [ ], 20[ ]

TO: [*], [*] (collectively referred to as the “Senior Creditors”)

CC: [*]

[ ] (hereinafter referred to as “Subordinated Creditor”) issues this Subordination Undertaking (the “Undertaking”) for the benefit of the Senior Creditors and confirms the following:

(1) The Subordinated Creditor intends to provide a loan (the “Subordinated Loan”) of [amount] KRW to [*] (the “Borrower”) on [date].

(2) The Subordinated Creditor agrees that until all obligations, debts, and liabilities of the Borrower to the Senior Creditors under the Loan Agreement dated December [*], 2024, and other Loan Transaction Agreements (as defined in the Loan Agreement) (collectively, the “Senior Obligations”) have been fully repaid, the Subordinated Creditor shall not receive any payments related to the Subordinated Loan, including but not limited to fees, overdue interest, and principal (collectively, the “Subordinated Loan Payments”). The payment date of the Subordinated Loan Payments shall be extended until the Senior Obligations are fully satisfied.

(3) The Subordinated Creditor shall not take any of the following actions until the Senior Obligations have been fully repaid:

1) Demand collateral from the Borrower other than the collateral permitted for the Subordinated Creditor under the Loan Agreement, without the prior written consent of the Senior Creditors.

2) Dispose of or collect the Borrower’s assets to satisfy the Subordinated Loan Payments.

3) Offset or assert other rights against any claims the Borrower owes to the Subordinated Creditor to satisfy the Subordinated Loan Payments.

4) Enforce collateral provided by the Borrower to satisfy the Subordinated Loan Payments

5) Demand early repayment of the Subordinated Loan Payments or declare an acceleration of maturity.

Attachment

Loan Agreement

6) File for bankruptcy, rehabilitation, corporate restructuring, or other similar proceedings against the Borrower, or take any actions that infringe upon the rights or interests of the Senior Creditors.

(4) If, for any reason, the Subordinated Creditor receives all or part of the Subordinated Loan Payments before the Senior Obligations have been fully repaid, the Subordinated Creditor shall immediately pay such amounts to the account designated and notified by the Senior Creditors. The Senior Creditors shall apply such amounts toward repayment of the Senior Obligations in accordance with the terms of the Loan Agreement. The Subordinated Creditor shall not exercise any rights of recourse against the Borrower until the Senior Obligations have been fully repaid.

(5) The Subordinated Creditor shall not make any amendments to the terms of this Undertaking that are adverse to the Senior Creditors without the prior written consent of the Senior Creditors.

(6) If the Subordinated Creditor transfers its claims against the Borrower to a third party, the Subordinated Creditor shall ensure that the terms of this Undertaking are binding upon the transferee.

(7) Unless otherwise defined or interpreted differently in context, terms defined in the Loan Agreement shall have the same meanings in this Undertaking.

Subordinated Creditor

[ ]

Signature (Signature Seal)________________________

Name:

Title:

Attachment

Amendment Agreement

This Amendment Agreement (hereinafter referred to as "this Agreement") is entered into on December 17, 2024 (hereinafter referred to as the “Execution Date”) by and among the following parties:

Party A: MICO Co., Ltd. (hereinafter referred to as “Party A”)
Address: 53, Mosan-ro, Daedeok-myeon, Anseong-si, Gyeonggi-do, Republic of Korea

Party B: Mainstream Holdings LLC (hereinafter referred to as “Party B”)
Address: Unit 11-B-05, 11th Floor, Yulchon Building, 20, International Finance Road, Yeouido-dong, Yeongdeungpo-gu, Seoul, Republic of Korea

Party C: DAYLI TRINITY HOLDINGS, Ltd. (hereinafter referred to as “Party C”)
Address: 15th Floor, Aju Building, 201, Teheran-ro, Gangnam-gu, Seoul, Republic of Korea

(Hereinafter collectively referred to as the “Parties”).

Recitals

Party A and Party B entered into a Price Return Swap Agreement (hereinafter referred to as the “Existing Price Return Swap Agreement”) on December 20, 2023, concerning 4,800 units (representing 100% equity interest) issued by MICO IVD HOLDINGS, LLC, a corporation established under the laws of the State of Delaware, USA (hereinafter referred to as the “Underlying Asset”). In connection with this, Party A also entered into a Share Pledge Agreement (hereinafter referred to as the “Existing Share Pledge Agreement”) to secure all obligations, debts, and liabilities owed or to be owed by Party A to Party B under the Existing Price Return Swap Agreement.

The Parties agree to amend the Existing Price Return Swap Agreement and the Existing Share Pledge Agreement as follows.

Terms used in this Agreement shall have the same meanings as defined in the Existing Price Return Swap Agreement and the Existing Share Pledge Agreement unless otherwise defined herein or interpreted differently in context.

Article 1: Transfer of Ownership of the Underlying Asset

Party B shall transfer the ownership of the Underlying Asset owned by Party B to Party C. The transfer price of the Underlying Asset shall be KRW 15,000,000,000, and the completion date of the ownership transfer shall be December 20, 2024. Specific details regarding the ownership transfer shall be governed by a separate Share Purchase Agreement (hereinafter referred to as the “Underlying Asset Sale Agreement”) executed between Party B and Party C.

Article 2: Assignment of Rights and Obligations

Party B shall assign all rights, obligations, and contractual positions that Party B holds under the Existing Price Return Swap Agreement and the Existing Share Pledge Agreement (excluding the rights and obligations that are scheduled to be extinguished under this Agreement) to Party C, and Party C shall accept such assignment. Party A consents to this assignment, provided that the Underlying Asset Sale Agreement is executed and the ownership transfer of the Underlying Asset under such agreement is completed. Consequently, the parties to the Existing Price Return Swap Agreement and the Existing Share Pledge Agreement shall be changed to Party A and Party C.

Article 3: Settlement to Party B

Party A shall pay Party B the difference (hereinafter referred to as the “Settlement Difference”) between the Settlement Reference Amount and the Principal Amount subject to settlement, calculated according to the formula below, totaling KRW [1,496,025,151], on the same day the transfer of ownership of the underlying asset is completed under the Underlying Asset Sale Agreement.

Settlement Difference = Principal Amount subject to settlement × 0.1 × (Number of elapsed days from December 21, 2023, to the completion date of ownership transfer under the Underlying Asset Sale Agreement) / 365 (or 366 for a leap year)

Party A shall pay Party B an early settlement fee (hereinafter referred to as the “Early Settlement Fee”), calculated according to the formula below, totaling KRW [983,606], on the same day the transfer of ownership of the underlying asset is completed under the Underlying Asset Sale Agreement.

Early Settlement Fee = Principal Amount subject to settlement × 0.8% × (Number of remaining days from the completion date of ownership transfer under the Underlying Asset Sale Agreement to maturity) / 365 (or 366 for a leap year)

Extinguishment of Rights and Obligations under this Article
The payment of the Settlement Difference and the Early Settlement Fee under this Article shall result in the complete extinguishment of all rights and obligations between Party A and Party B under the Existing Price Return Swap Agreement. For clarity, no additional amounts shall be settled between Party A and Party B beyond the amounts specified in this Article.

Article 4: Amendments to Certain Provisions of the Existing Agreement

Modification of Article 1 (Definitions) in the Existing Price Return Swap Agreement
Party A and Party C agree to amend the definitions of “Maturity Date,” “Settlement Reference Amount,” and “Put Option Settlement Reference Amount” in Article 1 of the Existing Price Return Swap Agreement as follows:

Maturity Date: The date falling 24 months from the Effective Date of the agreement (i.e., December 21, 2025), provided that if such date is not a Business Day, the next succeeding Business Day shall apply.

Settlement Reference Amount:
Principal Amount subject to settlement + (Principal Amount subject to settlement × 0.0895 × Number of elapsed days from the day following the completion date of ownership transfer under the Underlying Asset Sale Agreement to the payment date of the Settlement Amount) / 365 (or 366 for a leap year)

Put Option Settlement Reference Amount:
Principal Amount subject to settlement + (Principal Amount subject to settlement × 0.0895 × Number of elapsed days from the day following the completion date of ownership transfer under the Underlying Asset Sale Agreement to the payment

date of the Put Option Settlement Amount) / 365 (or 366 for a leap year)

Modification of Article 9, Paragraph 4 in the Existing Price Return Swap Agreement
Party A and Party C agree to amend Paragraph 4 of Article 9 in the Existing Price Return Swap Agreement as follows:

If, on any of the following collateral evaluation dates—namely, the completion date of the ownership transfer of the Underlying Asset, March 20, 2025, June 20, 2025, and September 20, 2025 (or, if any such date is not a Trading Day, the next succeeding Trading Day, hereinafter referred to individually as the “Regular Collateral Evaluation Date”)—the value of the total collateral based on the closing price of the Collateral Shares on the Regular Collateral Evaluation Date (hereinafter referred to as the “Regular Collateral Evaluation Amount”) falls below the Collateral Threshold Amount, Party A shall, within three (3) Business Days from the Regular Collateral Evaluation Date, provide additional Collateral Shares (hereinafter referred to as “Regular Additional Collateral”) equivalent to the amount of the shortfall (hereinafter referred to as the “Regular Collateral Evaluation Shortfall”) by adding such Collateral Shares to the existing collateral. For clarity, the number of Collateral Shares to be provided as Regular Additional Collateral shall be calculated by dividing the Regular Collateral Evaluation Shortfall by the closing price of the Collateral Shares on the Regular Collateral Evaluation Date, rounded up to the nearest whole number. Furthermore, even if the Regular Collateral Evaluation Amount exceeds the Collateral Threshold Amount, any previously provided collateral shall not be returned.

Amendment to Article 6, Paragraph 3 of the Existing Share Pledge Agreement
Party A and Party C agree to amend Paragraph 3 of Article 6 in the Existing Share Pledge Agreement as follows:

If, on any of the following collateral evaluation dates—namely, the completion date of the ownership transfer of the Underlying Asset, March 20, 2025, June 20, 2025, and September 20, 2025 (or, if any such date is not a Trading Day, the next succeeding Trading Day, hereinafter referred to individually as the “Regular Collateral Evaluation Date”)—the value of the total collateral based on the closing price of the Collateral Shares on the Regular Collateral Evaluation Date (hereinafter referred to as the “Regular Collateral Evaluation Amount”) falls below the Collateral Threshold Amount, the pledgor shall, within three (3) Business Days from the Regular Collateral Evaluation Date, establish a pledge in favor of the pledgee on additional Collateral Shares equivalent to the amount of the shortfall (hereinafter referred to as the “Regular Collateral Evaluation Shortfall”) in accordance with the terms and format of this Share Pledge Agreement, and the pledgee shall accept such pledge. For clarity, the number of additional Collateral Shares pledged under this Article shall be calculated by dividing the Regular Collateral Evaluation Shortfall by the closing price of the Collateral Shares on the Regular Collateral Evaluation Date, rounded up to the nearest whole number.

Amendment to the Notification Address and Contact Information in Article 13, Paragraph 1 of the Existing Price Return Swap Agreement
Party A and Party C agree to amend the notification address and contact information set forth in Article 13, Paragraph 1 of the Existing Price Return Swap Agreement as follows:

MICO Co., Ltd.
Attention: Daero Jeong
Address: 68, Dongtan Industrial Complex 2-gil, Hwaseong-si, Gyeonggi-do
Phone:

Fax:
Email:

DAYLI TRINITY HOLDINGS, Ltd.
Attention: Wonyong Park
Address: 15th Floor, Aju Building, 201, Teheran-ro, Gangnam-gu, Seoul
Phone:
Fax:
Email:

Deletion of Article 5, Paragraph 1 of the Existing Price Return Swap Agreement
Party A and Party C agree to delete Article 5, Paragraph 1 of the Existing Price Return Swap Agreement.

Article 5: General Provisions

In the event of any conflict between the Existing Price Return Swap Agreement, the Existing Share Pledge Agreement, and this Agreement, this Agreement shall prevail. Matters not amended by this Agreement shall be governed by the Existing Price Return Swap Agreement and the Existing Share Pledge Agreement, provided that they do not conflict with the intent of this Agreement.

This Agreement shall retroactively lose its effect if the ownership transfer of the Underlying Asset under the Underlying Asset Sale Agreement is not completed by December 20, 2024.

[This section is intentionally left blank for signatures]

In Witness Whereof, the Parties have executed this Agreement as of the date first written above, in three (3) copies, each Party retaining one copy, as evidence of their agreement to the foregoing terms.

“Party A”

/s/ Seokyun Lee
Company Name: MICO Co., Ltd.
Representative: Seokyun Lee, CEO (Seal)

“Party B”

/s/ Changhee Kim
Company Name: Mainstream Holdings LLC
Representative: Changhee Kim, Director (Seal)

“Party C”

/s/ Wonyong Park
Company Name: DAYLI TRINITY HOLDINGS, Ltd.
Representative: Wonyong Park, Director (Seal)

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Class ‘A’ Ordinary Shares, par value U.S.0.0109 per share, of Trinity Biotech plc, a company organized under the laws of Ireland. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Joint Filing Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

Dated: December 19, 2024

MiCo IVD Holdings, LLC

By: /s/ Park Heejoo

Name: Park Heejoo

Title: President and CEO

DAYLI TRINITY HOLDINGS, Ltd.

By: /s/ Wonyong Park

Name: Wonyong Park

Title: CEO

DAYLI Fountainhead Project No.3 Private Equity Fund

By: /s/ Hanho Jung

Name: Hanho Jung

Title: Executive Director

DAYLI Partners, Inc.

By: /s/ Shin Seung Hyun

Name: Shin Seung Hyun

Title: CEO

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