NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FRO

NEITHER THIS SECURITY NOR THE SECURITIES FOR

WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY

STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"),

AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE US SECURITIES ACT OR PURSUANT

TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN ACCORDANCE

WITH APPLICABLE STATE SECURITIES LAWS.

Limited Liability Company

Registered office: CAP Business Center, Zone Industrielle

Rue d'Abhooz 31, 4040 Herstal, Belgium

VAT BE 0479.292.440 Register of Legal Entities Li ge, division Li ge

The present terms and conditions (hereinafter

referred to as the "Conditions") contain the issue and exercise conditions of the subscription rights, named "Exact

Sciences Warrants" (the "Warrants"), issued by MDxHealth SA, a limited liability company (soci t

anonyme) organised and existing under the laws of Belgium, with registered office at CAP Business Center, Zone Industrielle des Hauts-Sarts,

Rue d'Abhooz 31, 4040 Herstal, Belgium, registered with the register for legal entities (registre des personnes morales) under

number 0479.292.440 (RLP Li ge, division Li ge) (the "Company") on [ ] (the "Issue Date")

following the second amendment to the asset purchase agreement entered by and between the Company and Genomic Health, Inc. ("Exact

Sciences") on August 2, 2022, pursuant to which, among other things and subject to the terms and conditions included in the

asset purchase agreement, Exact Sciences agreed to sell and assign, and the Company agreed to purchase and assume, the business of developing,

marketing and performing the Oncotype DX Genomic Prostate Score test.

Subject to, and in accordance with, the terms

and conditions set forth in the Conditions:

when used with respect to a Person, any Person that controls, is controlled by or is under common control with such Person, for so long

as such control exists. For the purposes of this definition, the word "control" (including, with correlative meaning, the terms

"controlled by" or "under the common control with") means the actual power, either directly or indirectly through

one or more intermediaries, to direct or cause the direction of the management and policies of such entity, whether by the ownership

of more than fifty percent (50%) of the voting shares of such entity, or by contract or otherwise.

"Belgian Companies and Associations

Code" means the Belgian Companies and Associations Code of 23 March 2019, as amended from time to time, and the rules and regulations

promulgated thereunder.

"Business Day" means

a day on which banks are generally open for business in Brussels (Belgium) and New York (United-States), excluding Saturdays and Sundays.

Person from time to time who entered in the warrant register of the Company as a holder of one or more Warrants.

individual or natural person, any legal entity with separate legal personality, partnership, joint venture, (joint share) corporation,

association, limited liability company, trust, unincorporated organisation, or any governmental entity (or any department, agency or

political subdivision thereof).

any day on which the Shares are traded on the Nasdaq Capital Market, or, if the Nasdaq Capital Market is not the principal trading market

for the Shares, then on the principal securities exchange or securities market on which the Shares are then traded.

ordinary share (aandeel / action) outstanding from time to time representing the Company's share capital.

The Warrants have a Term starting as

from their issuance and ending on (and including) 18:00 hours on the Expiration Date. A Warrant automatically expires and becomes invalid

(caduque) by operation of law on 18:00 hours on the Expiration Date, unless it is exercised prior to such time by the Holder thereof

in accordance with the terms and conditions set forth in these Conditions.

The Shares to be issued upon each exercise

of the Warrants shall have the same rights and benefits as, and rank pari passu in all respects including as to entitlement to

dividends and other distributions, with the existing and outstanding Shares at the moment of their issue and will be entitled to dividends

and other distributions in respect of which the relevant record date or due date falls on or after the date of their issue.

Upon subscribing for or otherwise acquiring

Warrants, and upon an exercise of Warrants, the Holder shall (and shall be deemed to) provide to the Company the following representations,

warranties, agreements, covenants, undertakings and acknowledgements:

The Company represents and warrants

to the Holder as follows:

Form of Confirmation

Re: Exact Sciences Warrants - Confirmation

The present letter (the "Confirmation")

is sent on behalf of MDxHealth SA, a limited liability company (soci t anonyme) organised and existing under the

laws of Belgium, with registered office at CAP Business Center, Zone Industrielle des Hauts-Sarts, Rue d'Abhooz 31, 4040 Herstal, Belgium,

registered with the register for legal entities (registre des personnes morales) under number 0479.292.440 (RLP Li ge,

division Li ge) (the "Company").

Reference is made to the Exact Sciences Warrants

that have been issued by the Company on [ ], 2024 (the "Warrants"). Capitalised words and expressions used herein

will, unless otherwise defined herein, have the same meaning as in the terms and conditions of the Warrants (the "Conditions").

The Company hereby confirms to the Holder that

on [date] the Holder was registered in the warrant register of the Company as the owner of [number] Warrants.

The aforementioned Warrants are in registered

form, and the present Confirmation does not constitute a bearer instrument incorporating any rights to the aforementioned Warrants, and

does not confer any rights to the Warrants.

On behalf of the Company:

Form of Exercise Notice

Re: Exact Sciences Warrants - Exercise Notice

The present letter (the "Exercise Notice")

is sent on behalf of [[name], a company organised and existing under the laws of [jurisdiction], with registered office

at [address] and registered with [applicable company register] under number [number] [Drafting note: for legal

entity]/[[name], of [nationality], residing at [address] [Drafting note: for natural person]] (the "Holder").

Reference is made to the Exact Sciences Warrants

that have been issued by MDxHealth SA, a limited liability company (soci t anonyme) organised and existing under

the laws of Belgium, with registered office at CAP Business Center, Zone Industrielle des Hauts-Sarts, Rue d'Abhooz 31, 4040 Herstal,

Belgium, registered with the register for legal entities (registre des personnes morales) under number 0479.292.440 (RLP Li ge,

division Li ge)) (the "Company") on [ ], 2024 (the "Warrants"). Capitalised words and

expressions used herein will, unless otherwise defined herein, have the same meaning as in the terms and conditions of the Warrants (the

On behalf of the Holder: