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NOTE SUBSCRIPTION AGREEMENT
This Secured Convertible Note
Subscription Agreement (this "Agreement") is made as of November 29, 2024 by and between Procaps Group, S.A., a public
limited liability company (soci t anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg,
having its registered office at 9 rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade
and Companies' Register (Registre de Commerce et des Soci t s, Luxembourg) under number B253360 (the "Company")
and Hoche Partners Pharma Holding S.A., a public limited liability company (soci t anonyme) governed by the laws
of the Grand Duchy of Luxembourg with its registered office at 58, rue Charles Martel, L-2134 Luxembourg, Grand Duchy of Luxembourg and
registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Soci t s, Luxembourg) under
number B206416 (the "Subscriber").
The Company desires to issue
and sell, and the Subscriber desires to subscribe for and purchase, secured convertible notes in substantially the form attached to this
Agreement as Exhibit A (each a "Note" and collectively, the "Notes") which shall be Convertible
(as defined below) on the terms stated herein and therein into (i) ordinary shares of the Company, each having a nominal value of $0.01
per share ("Ordinary Shares") and (ii) the Warrant (as defined below).
In consideration of the premises,
the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:
and Subscription of the Notes:
Issuance and Subscription of the Notes. Subject to the terms and conditions of this Agreement, the Subscriber agrees to
subscribe for and purchase, and the Company agrees to issue and sell to the Subscriber, an aggregate amount of up to $40,000,000.00
in Notes. The purchase price of each Note shall be equal to 100% of the principal amount of such Note. Articles 470-1 to 470-19 of
the Luxembourg law of 10 August 1915 on commercial companies, as amended from time to time shall not apply to the Notes. The Notes
are governed by the terms of this Agreement.
Note. Subject to the terms and conditions of this Agreement, the Subscriber agrees to subscribe for and purchase, at the
Initial Closing (as defined below), and the Company agrees to issue and sell to the Subscriber, at the Initial Closing, a Note (the
"Initial Note") in the principal amount of $20,000,000.00 (the "Initial Note Loan
Note. Subject to the terms and conditions of this Agreement, the Subscriber agrees to subscribe for and purchase, at the
Second Closing (as defined below), and the Company agrees to issue and sell to the Subscriber, at the Second Closing, a Note (the
"Second Note") in the principal amount of $20,000,000.00 (the "Second Note Loan Amount");
provided that in the event that third-party accredited investors (as defined in Rule 501(a) of Regulation D promulgated under the
Securities Act) in the Company Equity Raise (as defined below) subscribe for and purchase Ordinary Shares in an aggregate amount in
excess of $35,000,000.00 (such amount in excess of $35,000,000.00, the "Excess Amount"), and fully fund such
investment into the Company prior to December 27, 2024, then the Subscriber shall have the option (but not the obligation) to reduce
the Second Note Loan Amount by an amount not to exceed the Excess Amount, exercisable by providing written notice to the Company of
its election to reduce the Second Note Loan Amount on or prior to December 29, 2024. For the avoidance of doubt, in the event the
Excess Amount is equal to or greater than $20,000,000.00, the Subscriber may, at its sole discretion, opt to not purchase the Second
Note by providing prior written notice to the Company as set forth in the immediately preceding sentence.
of the Notes. Each Note shall be issued only in registered form, and the name and address of the Subscriber shall be entered
into the Company's Notes register by the Company.
subscription and purchase, and the sale and issuance of the Initial Note shall take place at the offices of Greenberg Traurig, P.A.,
333 S.E. 2nd Avenue, Suite 4400, Miami, FL 33131, at 10:00 a.m. eastern time, on the date hereof, or at such other time and place as
the Company and the Subscriber mutually agreed upon in writing (which time and place are designated as the "Initial
Closing"), upon the physical or electronic exchange among the parties and their counsel of all documents and deliverables
required under this Agreement.
event that (A) the Excess Amount is less than $20,000,000.00, or (B) the Excess Amount is greater than or equal to $20,000,000.00
and the Subscriber does not exercise its option to not purchase the Second Note in accordance with Section 1.1(b), the
subscription and purchase, and the sale and issuance, of the Second Note shall take place at the offices of Greenberg Traurig, P.A.,
333 S.E. 2nd Avenue, Suite 4400, Miami, FL 33131, at 10:00 a.m. eastern time, at such time and place as the Company and the
Subscriber mutually agreed upon in writing, but in any event no later than December 31, 2024 (which time and place are designated as
the "Second Closing", and together with the Initial Closing, the "Closings" and each a
"Closing"), upon the physical or electronic exchange among the parties and their counsel of all documents and
deliverables required under this Agreement.
Initial Closing (i) the Company shall issue and deliver to the Subscriber the Initial Note against (A) payment of the Initial Note
Loan Amount by wire transfer of immediately available funds in U.S. dollars to a bank account designated by the Company in writing
and (B) delivery of counterpart signature pages to this Agreement and the Initial Note; and (ii) the Company shall execute and
deliver to the Subscriber a Maltese law governed pledge agreement in the form attached hereto as Exhibit B (the
"Pledge Agreement"), pledging all of the Collateral (as defined below) in favor of the Subscriber.
Second Closing (if any), the Company shall issue and deliver to the Subscriber the Second Note against (i) payment of the Second
Note Loan Amount by wire transfer of immediately available funds in U.S. dollars to a bank account designated by the Company in
writing and (ii) delivery of counterpart signature pages to the Second Note.
Terms. In addition to the terms defined above (or elsewhere in this Agreement), the following terms used in this Agreement
shall be construed to have the meanings set forth or referenced below:
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
"Business Day" means
any day except a Saturday, Sunday or any other day on which commercial banks in the Grand Duchy of Luxembourg, in New York, NY, or in
Malta are authorized by law to close.
means all Crynssen Shares owned by the Company.
means the conversion of the Notes and all amounts of principal and interest outstanding thereunder into Ordinary Shares and the Warrant
pursuant to Section 3 of this Agreement. The terms "Converted," "Convertible," "Convert,"
and other forms of the word "Conversion" shall have correlative meanings.
Amount" means, with respect to the Initial Note, the Initial Note Loan Amount, and with respect to the Second Note, the Second
Note Loan Amount. For the avoidance of doubt, the Conversion Amount shall not include any capitalized or accrued and unpaid interest on
Event" means an Automatic Conversion Event or an Optional Conversion Event.
Price" means (i) in the event no Triggering Event occurs, a conversion price per Ordinary Share of $0.75, or (ii) in the event
any Triggering Event occurs, a conversion price per Ordinary Share of $0.50.
means Crynssen Pharma Group Ltd, a private limited liability company registered and incorporated under the laws of Malta with company
registration number C 59671 and registered address at Trident Park, Notabile Gardens, No. 2, Level 3, Mdina Road, Zone 2, Central Business
District, Birkirkara, CBD 2010, Malta.
Shares" means the 2,904,145 ordinary shares in the issued share capital of Crynssen, with a nominal value of $1.00 per share,
fully paid-up and duly registered in favor of the Company.
of Default" means, with respect to each Note, any of the Events of Default set forth in such Note.
Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
Authority" means any sovereign government or any political subdivision thereof, whether federal, state or municipal, any legislative
or judicial body, or autonomous constitutional body and any agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
means the International Financial Reporting Standards, as in effect from time to time.
means, with respect to any Person, any judgment, order, writ, award or decree of any Governmental Authority or arbitration tribunal applicable
to such Person or any of its Subsidiaries or any of their respective properties or assets.
means, with respect to any Person, mortgage, lien, security interest, guaranty, pledge, security endorsement, security interest, security
trust, easement, security interest or other encumbrance, or any interest or title of any seller, lessor, creditor or other secured party
to or from such Person under any conditional sale or other property retention or leaseback agreement, on or with respect to any property
or assets of such Person (including in the case of shares, shareholder agreements, voting agreements in trusts and all similar agreements).
Date" means June 30, 2025.
means The Nasdaq Stock Market LLC.
Documents" means the legal document(s) by which any Person (other than an individual) establishes its legal existence or which
govern its internal affairs, including, as applicable, its articles of incorporation, by-laws, articles of association, memorandum of
association, certificate of incorporation or similar corporate or organizational documents, as amended, supplemented or restated from
Lien" means, with respect to any Person: