SHMD 6-K
SCHMID Group N.V. (SHMD)
6-K
2026-04-27
For: 2026-04-27
View Original
Added on
April 27, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES
EXCHANGE ACT OF 1934
For the month of April 2026
Commission File Number: 001-42040
SCHMID Group N.V.
(Registrant's name)
Robert-Bosch-Str. 32-36,
72250
Freudenstadt, Germany
Tel: +49 7441 538 0
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ¨
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Share Issuances to Anette Schmid, Christian Schmid, Christine Schmid and Schmid Grundstücke GmbH & Co KG to off-set financial liabilities
On April 24, 2026, SCHMID Group N.V. (the "Company") entered into separate subscription agreements and separate set-off agreements with Anette Schmid, Christian Schmid, Christine Schmid and Schmid Grundstücke GmbH & Co KG to off-set financial liabilities in an aggregate amount of EUR 30.75 million. In connection with these agreements, the Company entered into debt assumption agreements with the Company's fully-owned subsidiary, Gebr. Schmid GmbH. Pursuant to the subscription agreements the Company has agreed, subject to the approval by a shareholders' meeting of the Company to be held on May 20, 2026, to issue and sell to Anette Schmid, Christian Schmid, Christine Schmid and Schmid Grundstücke GmbH & Co KG in private placements a number of shares of the Company determined by dividing the EUR 30.75 million by the 5-trading day volume-weighted average price (VWAP) of the Company's shares immediately preceding the approval by the board of directors' of the Company of the share issuances following the shareholders' meeting on May 20, 2026. Only in relation to EUR 2.4 million of the aggregate financial liabilities (to be off-set in relation to the financial liabilities to Christine Schmid), the share price will be determined in relation to the 5-trading day VWAP applying a 20% discount.
The foregoing description of the subscription agreements, set-off agreements and debt assumption agreements does not purport to be complete and is qualified in its entirety by reference to such agreements, which are attached to this Report on Form 6-K as Exhibits 10.1 to 10.12.
Conversions of Convertible Notes by Institutional Investor
Following the issuance of the second tranche of the USD 30 million convertible notes financing on March 5, 2026 as announced in the Report on Form 6-K of the Company dated March 6, 2026, the purchasers of the convertible notes have issued six separate conversion notices converting a total of USD 12 million in principal amount for an aggregate of 2,197,898 new ordinary shares of the Company.
As a result, as of the date of this Report on Form 6-K, the outstanding number of shares has increased to 57,800,864 (including 5,000,000 non-voting earn-out shares held by Anette Schmid and Christian Schmid, which are subject to cancellation on April 30, 2027 should the share price not reach USD 15.00, in relation to 2,500,000 earn-out shares, or USD 18.00, in relation to the other 2,500,000 earn-out shares).
Full Compliance with Nasdaq Listing Requirements and Update on Fiscal Year 2025 Form 20-F Filing
Following the filing of the Company's Form 20-F for the fiscal year ended December 31, 2024 with the Securities and Exchange Commission (the “SEC”) in February 2026, the Company has regained full compliance with Nasdaq Listing Rules. The Company is currently diligently working to complete its Annual Report on Form 20-F for the fiscal year ended December 31, 2025, and intends to file the report within the timeframe prescribed by the SEC's rules and regulations.
New Share Incentive Plan
As part of the shareholders meeting to be held on May 20, 2026, a new share incentive plan will be put to a vote at the shareholders meeting which will allow the Company to issue up to 2.5 million shares of the Company to executive officers, board members and employees of the Company and its subsidiaries in the future. The new share incentive plan (which has not yet been adopted by the shareholders meeting of the Company) is attached to this Form 6-K as Exhibit 10.13.
Press Release Furnished as Exhibits
On April 27, 2026, the Company issued a press release, which is furnished herewith as Exhibit 99.1, providing a business update on the first quarter of 2026 and full year 2026 guidance confirmation.
The information furnished in this Form 6-K, including the information contained in Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.
Caution Regarding Forward-Looking Statements
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based upon current expectations or beliefs, as well as assumptions about future events. Forward-looking statements include all statements that are not historical facts and can generally be identified by terms such as “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,” or “will” or similar expressions and the negatives of those terms. These statements include, but are not limited to, statements relating to the Company’s plan to regain compliance with Nasdaq’s rules, planned financing transactions of the Company, and the Company's future financial performance. Actual results could differ materially from those expressed in or implied by the forward-looking statements due to a number of risks and uncertainties, including but not limited to, the timing of the Company’s submission of a plan to regain compliance, Nasdaq’s acceptance of the plan, the duration of any extension that may be granted by Nasdaq, the potential inability to meet Nasdaq’s requirements, unexpected delays in securing financing or changes to financing agreements and the other risks and uncertainties described in the Company’s SEC reports and under the heading “Risk Factors” in its most recent annual report on Form 20-F which are available at www.sec.gov. These forward-looking statements speak only as of the date of this report. Except as required by law, the Company does not undertake any obligation to update or revise its forward-looking statements to reflect events or circumstances after the date of this report.
- 2 -
The following exhibit is furnished herewith
- 3 -
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: April 27, 2026 | SCHMID Group N.V. | |
| By: | /s/ Arthur Schuetz | |
| Name: | Arthur Schuetz | |
| Title: | Chief Financial Officer | |
- 4 -
Exhibit 10.1
SUBSCRIPTION AGREEMENT
SCHMID Group N.V.
Robert-Bosch-Str. 32-36,
72250 Freudenstadt
Germany
Ladies and Gentlemen:
This subscription agreement (the "Subscription Agreement") is being entered into by and between SCHMID Group N.V. (the "Company"), a Dutch public limited liability company (naamloze vennootschap), and Anette Schmid (the "Investor"), for ordinary shares in the share capital of the Company ("Shares").
The Investor has claims against the Company of EUR 13,850,000 (the "Outstanding Claims"). In connection with this outstanding debt, the Company will issue Shares (the "Subscribed Shares") of the Company against set-off of the Outstanding Claims, subject to the terms and conditions of this Subscription Agreement. The closing of the transaction by issuance of the Subscribed Shares to an account of the Investor at the Company's share transfer agent Continental Stock Transfer & Trust Company ("Continental") (the "Closing") will be performed as soon as possible after the approval of the share issuance by the Company's shareholders in a shareholder meeting contemplated to be held on May 20, 2026 (the date on which the Closing occurs, the "Closing Date") with the Company informing the Investor through a written share issuance notice (which can be by e-mail) once the Company's board of directors has approved the issuance of the Subscribed Shares (the "Share Issuance Notice").
The exact number of issued shares shall be calculated by dividing the Outstanding Claims by the Average VWAP.
"Average VWAP" means 100% of the arithmetic average of the Daily VWAPs for the five (5) Trading Days immediately preceding the date of the Share Issuance Notice.
“Daily VWAP” means the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “SHMD <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day (or if such volume- weighted average price is unavailable, the market value of one share of the Common Stock on such Trading Day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Company). The “Daily VWAP” shall be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.
In connection therewith, and in consideration of the foregoing and the mutual representations, and subject to the conditions, set forth herein, and intending to be legally bound hereby, the Investor and the Company hereby agrees as follows:
| 1. | Issuance and Transfer |
| (a) | The Investor hereby irrevocably agrees to subscribe for and purchase from the Company, and the Company hereby irrevocably agrees to issue and sell to the Investor, the Subscribed Shares on the terms and subject to the conditions provided for herein through a set-off of the Outstanding Claims. |
| (b) | On the Closing Date, the Company shall issue to the Investor, and the Investor shall subscribe for, the Subscribed Shares in compliance with the laws of the Netherlands, including but not limited to issuance through Dutch notarial deeds (the "Share Issuance"), and the Company shall procure that the Investor’s ownership over the Subscribed Shares is registered with Continental. |
| (c) | Upon completion of the Share Issuance and upon the Investor becoming the sole legal and beneficial owner of the Subscribed Shares as evidenced by an updated entry in the share registry of the Company at Continental, the obligation of the Company to repay the Outstanding Claims shall be deemed to have been fully and irrevocably discharged. |
| 2. | Company Representations and Warranties |
The Company, with respect to the representations and warranties set forth below relating to the Company, represents and warrants to the Investor that:
| (a) | The Company is a public limited liability company (naamloze vennootschap) under the laws of the Netherlands. |
| (b) | As of the Closing Date, the Subscribed Shares will be duly authorized and, when issued and delivered to the Investor in accordance with the terms of this Subscription Agreement, the Subscribed Shares will be validly issued, fully paid and non-assessable (which, under Dutch law, is interpreted to mean that a holder of a Share shall not by reason of merely being such a holder be subject to assessment or calls by the Company or its creditors for further payment on such Share) free and clear of any liens, encumbrances or other restrictions (other than those arising under applicable securities laws), and will not have been issued in violation of or subject to any preemptive or similar rights created under the Company's articles of association (statuten) as in effect at such time of issuance and as they will read by contract or under the laws of the Netherlands. |
| (c) | This Subscription Agreement has been duly authorized, executed and delivered by the Company and, assuming that this Subscription Agreement constitutes the legal, valid and binding agreement of the Investor, this Subscription Agreement constitutes the legal, valid and binding agreement of the Company and is enforceable against the Company in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity. |
2
| (d) | The execution and delivery of, and the performance of the transactions contemplated hereby, including the issuance and sale of the Subscribed Shares and the compliance by the Company with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein does not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or the Company's subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company or the Company's subsidiaries, as applicable, is a party or by which the Company or the Company's subsidiaries, as applicable, is bound or to which any of the property or assets of the Company or the Company's subsidiaries, as applicable, is subject that is or would reasonably be expected to have, individually or in the aggregate with all other facts, events, circumstances, changes, conditions, occurrences and effects, a material adverse effect on the business, properties, assets, liabilities, condition (financial or otherwise), results of operations or prospects of the Company and its subsidiaries, in each case taken as a whole, or on the ability of the Company to consummate the transactions contemplated under this Subscription Agreement (a "Material Adverse Effect"), or to materially affect the validity of the Subscribed Shares or the legal authority of the Company to comply in all material respects with the terms of this Subscription Agreement; (ii) result in any violation of the provisions of the organizational or constituent documents of the Company or the Company's subsidiaries, as applicable; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or the Company's subsidiaries, as applicable, or any of their respective properties that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially affect the validity of the Subscribed Shares or the legal authority of the Company to comply in all material respects with the terms of this Subscription Agreement. |
| (e) | The Company is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the organizational documents of the Company, (ii) any loan or credit agreement, guarantee, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which, as of the date of this Subscription Agreement, the Company is a party or by which properties or assets of the Company are bound or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency, taxing authority or regulatory body, domestic or foreign, having jurisdiction over the Company or any of their properties, as applicable, except for defaults or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or those that the Investor has been made aware of and waived Company liability for as outlined in this Subscription Agreement. |
3
| (f) | As of their respective dates, or, if amended, as of the date of such amendment, which shall be deemed to supersede such original filing, all forms, reports, statements, schedules, prospectuses, proxies, registration statements and other documents, if any (the "SEC Reports") filed by the Company with the U.S. Securities and Exchange Commission (the "SEC") on or prior to the Closing Date complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. |
| (g) | Assuming the accuracy of the Investor's representations and warranties set forth in this Subscription Agreement, the Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by the Company of this Subscription Agreement (including, without limitation, the issuance of the Subscribed Shares) and the consummation of the transactions contemplated herein other than (i) filings with the SEC, (ii) filings required by applicable securities laws, (iii) filings required in accordance with this Subscription Agreement, (iv) filings required by the Nasdaq Stock Exchange ("Nasdaq"), including with respect to obtaining approval of the Company's shareholders, if applicable, and (v) filings that the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. |
| (h) | All issued and outstanding ordinary shares of the Company have been duly authorized and validly issued, are fully paid and are non-assessable, free and clear of all liens or other restrictions (other than those arising under applicable securities laws) and are not subject to preemptive or other similar rights. Except as set forth above, the agreements and arrangements referred to therein or in the SEC Reports, as of the date hereof, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company any ordinary shares or other equity interests in the Company, or securities convertible into or exchangeable or exercisable for such equity interests. There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound other than as set forth in the SEC Reports. |
| (i) | As of the date hereof, the issued and outstanding ordinary shares of the Company are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbol "SHMD." |
| (j) | Assuming the accuracy of the Investor's representations and warranties set forth in this Subscription Agreement, no registration under the Securities Act is required for the offer and sale of the Subscribed Shares hereunder. The Subscribed Shares (i) were not offered by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws or in a manner that would otherwise adversely affect reliance by the Company on Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the Subscribed Shares under the Securities Act. |
4
| (k) | The Company and its respective subsidiaries have not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation, administration or winding up or failed to pay its debts when due, nor does the Company or any of its subsidiaries have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or seek to commence an administration. |
| (l) | There has been no action taken by the Company against any officer, director, equityholder, manager, employee, agent or representative of the Company, in each case, acting on behalf of the Company (as applicable), in violation of any applicable Anti-Corruption Laws (as herein defined), (i) none of the Company and its respective officers, directors, equityholders, managers, employees, agents and representatives has been convicted of violating any Anti-Corruption Laws or subjected to any investigation by a governmental authority for violation of any applicable Anti-Corruption Laws, (ii) the Company has not conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any governmental authority regarding any alleged act or omission arising under or relating to any noncompliance with any Anti-Corruption Laws and (iii) the Company has not received any written notice or citation from a governmental authority for any actual or potential noncompliance with any applicable Anti-Corruption Laws. As used herein, "Anti-Corruption Laws" means any applicable laws relating to corruption and bribery, including the U.S. Foreign Corrupt Practices Act of 1977 (as amended), the UK Bribery Act 2010, and any similar law that prohibits bribery or corruption. |
| (m) | Neither the Company nor any of its directors is (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") or in any Executive Order issued by the President of the United States and administered by OFAC ("OFAC List") or a person or entity prohibited by any OFAC sanctions program, (ii) owned, directly or indirectly, or controlled by, or acting on behalf of, one or more persons that are named on the OFAC List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the “Donetsk People’s Republic”, the “Luhansk People’s Republic” or any other country or territory embargoed or subject to substantial trade restrictions by the United States; (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. The Company agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Company is permitted to do so under applicable law. To the extent required, it maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC sanctions programs, including the OFAC List. |
5
| (n) | The Company is not, and immediately after issuance of the Subscribed Shares will not be, an "investment company" within the meaning of the Investment Company Act of 1940, as amended. |
| (o) | The Company has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other person to any broker's or finder's fee or any other commission or similar fee in connection with the transactions contemplated by this Subscription Agreement for which the undersigned Investor could become liable. The Company is not aware of any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Subscribed Shares. |
| (p) | All material information about the financial position of the Company and its subsidiaries as of the date of this Subscription Agreement and the Closing Date has been provided to the Investor and fairly represents the true, accurate, complete and up to date financial position of the Company and its subsidiaries. |
| 3. | Investor Representations and Warranties |
The Investor represents and warrants to the Company that:
| (a) | The Investor (i) is acquiring the Subscribed Shares only for his, her or its own account and not for the account of others, and (ii) is not acquiring the Subscribed Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or any securities laws of the United States or any other jurisdiction. The Investor further acknowledges that it is aware that the sale to it is being made in reliance on a private placement exemption from registration under the Securities Act and is acquiring the Subscribed Shares for its own account or for an account over which it exercises sole discretion for another qualified institutional buyer or accredited investor. |
| (b) | The Investor acknowledges that the Subscribed Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Subscribed Shares have not been and will not immediately be registered under the Securities Act or any other applicable securities laws, and thus will not be immediately available for trading on Nasdaq or any other stock exchange. The Investor acknowledges and agrees that the Subscribed Shares are being offered for resale in transactions not requiring registration under the Securities Act, and unless so registered, may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except in compliance with the registration requirements of the Securities Act or any other applicable securities laws, pursuant to any exemption therefrom or in a transaction not subject thereto. The Investor acknowledges that the Subscribed Shares will be subject to transfer restrictions under applicable securities laws and, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Subscribed Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The Investor acknowledges that the Subscribed Shares will not be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the Closing Date. The Investor acknowledges and agrees that it has been advised to consult legal counsel and tax and accounting advisors prior to making any offer, resale, transfer, pledge or disposition of any of the Subscribed Shares. |
6
| (c) | The Investor acknowledges and agrees that the Investor is purchasing the Subscribed Shares from the Company. The Investor further acknowledges that there have been no representations or warranties on which the Investor may rely on in purchasing the Subscribed Shares made to the Investor by or on behalf of the Company or any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations or warranties, of the Company expressly set forth in this Subscription Agreement. The Investor understands that, save as otherwise set forth in the Registration Statement (as defined below) or any SEC Report, certain financial information (whether historical or in the form of financial forecasts or projections) of the Company has been prepared and reviewed solely by the Company and its respective officers, directors and employees, as applicable, and have not been reviewed by any outside party or certified or audited by an independent third-party auditor or audit firm. |
| (d) | The Investor acknowledges and agrees that the Investor has received such information as the Investor deems necessary in order to make an investment decision with respect to the Subscribed Shares, including with respect to the business of the Company and its direct and indirect subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that he, she or it has reviewed, the SEC Reports and other information as the Investor have deemed necessary to make an investment decision with respect to the Subscribed Shares. However, neither any such inquiries, nor any due diligence investigation conducted by the Investor or any of the Investor's professional advisors nor anything else contained herein, shall modify, limit, or otherwise affect the Investor's right to rely on each of the representations and warranties of the Company contained in this Subscription Agreement. The Investor acknowledges and agrees that the Investor and the Investor's professional advisor(s), if any, have had the opportunity to ask such questions, receive such answers and obtain such information from the Company as the Investor and such Investor's professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Subscribed Shares. |
7
| (e) | The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Subscribed Shares, including those set forth in the SEC Reports. The Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Subscribed Shares, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision. The Investor acknowledges that, except for representations and warranties of the Company set forth in this Subscription Agreement, the Company has not provided any tax or financial advice or any other representation or guarantee regarding the tax or financial consequences of the transactions contemplated by this Subscription Agreement or the Transaction. The Investor is able to sustain a complete loss on its investment in the Subscribed Shares; and has no reason to anticipate any change in circumstances, financial or otherwise, which may cause or require any sale or distribution of all or any part of the Subscribed Shares in violation of applicable securities laws. |
| (f) | Alone, or together with any professional advisor(s), the Investor has adequately analyzed and considered the risks of an investment in the Subscribed Shares and, assuming the accuracy of representations and warranties set forth in this Subscription Agreement, determined that the Subscribed Shares are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor's investment in the Company. The Investor acknowledges specifically that a possibility of total loss exists. |
| (g) | In making its decision to purchase the Subscribed Shares, the Investor has relied solely upon independent investigation made by the Investor and the representations and warranties expressly set forth in this Subscription Agreement. |
| (h) | The Investor acknowledges that it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Subscribed Shares and has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment. |
| (i) | The Investor acknowledges and agrees that no U.S. federal or state agency has passed upon or endorsed the merits of the offering of the Subscribed Shares or made any findings or determination as to the fairness of this investment. |
Nothing herein is intended to limit the Investor's ability, subject to compliance with applicable securities laws, to trade in securities of issuers who may be in the same, or a similar, sector as the Company.
8
| 4. | Termination |
This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, with the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement; provided that nothing herein will relieve any party from liability for any material breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such material breach.
| 5. | Miscellaneous |
| (a) | Neither this Subscription Agreement nor any rights that may accrue to the parties hereunder (other than the Subscribed Shares, if any) may be transferred or assigned without the prior written consent of each of the other parties hereto; provided that, upon written notice to the Company, (i) this Subscription Agreement and any of the Investor's rights and obligations hereunder may be assigned to an affiliate or any fund or account advised or managed by the Investor or the same investment manager or investment advisor as the Investor or by an affiliate (as defined in Rule 12b-2 of the Exchange Act) of such investment manager or investment advisor without the prior consent of the other parties hereto and (ii) the Investor's rights under this Agreement may be assigned to an assignee or transferee of the Subscribed Shares; provided, further, that prior to such assignment any such assignee shall agree in writing to be bound by the terms hereof; provided, that no such assignment shall relieve the Investor of its obligations hereunder if any such assignee fails to perform such obligations. |
| (b) | The Company may request from the Investor such additional information the Company may reasonably deem necessary to register the resale of the Subscribed Shares and evaluate the eligibility of the Investor to acquire the Subscribed Shares, and the Investor shall as promptly as reasonably practicable provide such information as may reasonably be requested to the extent readily available and to the extent consistent with the Investor's internal policies and procedures; provided that the Company agrees to keep any such information provided by the Investor confidential except (i) as required by applicable federal securities laws or pursuant to a request by competent regulatory authorities or (ii) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the applicable regulations of any national securities exchange on which the Company's securities are listed for trading. |
| (c) | The Investor acknowledges that the Company will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription Agreement. |
| (d) | The Company is entitled to rely upon this Subscription Agreement and each is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby; provided, however, that the foregoing clause of this Section 5(d) shall not give the Company any rights other than those expressly set forth herein. The Investor is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby; provided, however, that the foregoing clause of this Section 5(d) shall not give the Investor any rights other than those expressly set forth herein. |
9
| (e) | All of the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing Date until the expiry of the applicable statute of limitations. For the avoidance of doubt, unless this Agreement has been terminated prior to Closing Date, all representations, warranties, covenants and agreements of the parties hereunder shall survive the consummation of the Transaction and remain in full force and effect until the expiry of the applicable statute of limitations. |
| (f) | This Subscription Agreement may not be amended, modified, waived or terminated (other than pursuant to the terms of Section 4 above) except by an instrument in writing, signed by each of the parties hereto. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder. |
| (g) | This Subscription Agreement (including the schedule hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof. |
| (h) | Except as otherwise expressly provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns. |
| (i) | If any provision of this Subscription Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect. |
| (j) | This Subscription Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. |
10
| (k) | The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Subscription Agreement, without posting a bond or undertaking and without proof of damages, to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise. |
| (l) | This Subscription Agreement shall be governed by and construed in accordance with the laws of the Germany (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof) as to all matters (including any action, suit, litigation, arbitration, mediation, claim, charge, complaint, inquiry, proceeding, hearing, audit, investigation or reviews by or before any governmental entity related hereto), including matters of validity, construction, effect, performance and remedies. |
| (m) | Each party hereto hereby, and any person asserting rights as a third-party beneficiary may do so only if it, irrevocably agrees that any action, suit or proceeding between or among the parties hereto, whether arising in contract, tort or otherwise, arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Subscription Agreement or any related document or any of the transactions contemplated hereby or thereby ("Legal Dispute") shall be brought only to the exclusive jurisdiction of the courts of Stuttgart, Germany, and each party hereto hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance with this Section 5(m) is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each party hereto and any person asserting rights as a third-party beneficiary may do so only if it hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such party is not personally subject to the jurisdiction of the above named courts for any reason, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such party's property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum, or (e) the venue of such action, suit or proceeding is improper. A final judgment in any action, suit or proceeding described in this Section 5(m) following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable laws. EACH OF THE PARTIES HERETO AND ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED. |
11
| (n) | Any notice or communication required or permitted hereunder to be given to a party hereto shall be in writing and either delivered personally, emailed or sent by overnight mail via a reputable overnight carrier to such address(es) or email address(es) set forth on the signature page hereto, and shall be deemed to be given and received (i) when so delivered personally, or (ii) when sent, with no mail undeliverable or other rejection notice, if sent by email. |
| 6. | Disclosure |
The Company shall issue one or more press releases or file with the SEC a Current Report on Form 6-K (collectively, the "Disclosure Document") disclosing all material terms of the transactions contemplated hereby and any other material, nonpublic information that the Company has provided to the Investor at any time prior to the filing of the Disclosure Document.
[SIGNATURE PAGES FOLLOW]
12
IN WITNESS WHEREOF, the Investor has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth below.
| 24 April 2026 | ||
| Anette Schmid | ||
| By: | /s/ Anette Schmid | |
13
IN WITNESS WHEREOF, the Company has accepted this Subscription Agreement as of the date set forth below.
| 24 April 2026 | ||
| SCHMID Group N.V. | ||
| By: | /s/ Arthur Schuetz | |
| Name: Arthur Schuetz | ||
| Title: CFO SCHMID Group N.V. | ||
14
Exhibit 10.2
SUBSCRIPTION AGREEMENT
SCHMID Group N.V.
Robert-Bosch-Str. 32-36,
72250 Freudenstadt
Germany
Ladies and Gentlemen:
This subscription agreement (the "Subscription Agreement") is being entered into by and between SCHMID Group N.V. (the "Company"), a Dutch public limited liability company (naamloze vennootschap), and Christian Schmid (the "Investor"), for ordinary shares in the share capital of the Company ("Shares").
The Investor has claims against the Company of EUR 8,000,000 (the "Outstanding Claims"). In connection with this outstanding debt, the Company will issue Shares (the "Subscribed Shares") of the Company against set-off of the Outstanding Claims, subject to the terms and conditions of this Subscription Agreement. The closing of the transaction by issuance of the Subscribed Shares to an account of the Investor at the Company's share transfer agent Continental Stock Transfer & Trust Company ("Continental") (the "Closing") will be performed as soon as possible after the approval of the share issuance by the Company's shareholders in a shareholder meeting contemplated to be held on May 20, 2026 (the date on which the Closing occurs, the "Closing Date") with the Company informing the Investor through a written share issuance notice (which can be by e-mail) once the Company's board of directors has approved the issuance of the Subscribed Shares (the "Share Issuance Notice").
The exact number of issued shares shall be calculated by dividing the Outstanding Claims by the Average VWAP.
"Average VWAP" means 100% of the arithmetic average of the Daily VWAPs for the five (5) Trading Days immediately preceding the date of the Share Issuance Notice.
“Daily VWAP” means the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “SHMD <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day (or if such volume- weighted average price is unavailable, the market value of one share of the Common Stock on such Trading Day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Company). The “Daily VWAP” shall be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.
In connection therewith, and in consideration of the foregoing and the mutual representations, and subject to the conditions, set forth herein, and intending to be legally bound hereby, the Investor and the Company hereby agrees as follows:
| 1. | Issuance and Transfer |
| (a) | The Investor hereby irrevocably agrees to subscribe for and purchase from the Company, and the Company hereby irrevocably agrees to issue and sell to the Investor, the Subscribed Shares on the terms and subject to the conditions provided for herein through a set-off of the Outstanding Claims. |
| (b) | On the Closing Date, the Company shall issue to the Investor, and the Investor shall subscribe for, the Subscribed Shares in compliance with the laws of the Netherlands, including but not limited to issuance through Dutch notarial deeds (the "Share Issuance"), and the Company shall procure that the Investor’s ownership over the Subscribed Shares is registered with Continental. |
| (c) | Upon completion of the Share Issuance and upon the Investor becoming the sole legal and beneficial owner of the Subscribed Shares as evidenced by an updated entry in the share registry of the Company at Continental, the obligation of the Company to repay the Outstanding Claims shall be deemed to have been fully and irrevocably discharged. |
| 2. | Company Representations and Warranties |
The Company, with respect to the representations and warranties set forth below relating to the Company, represents and warrants to the Investor that:
| (a) | The Company is a public limited liability company (naamloze vennootschap) under the laws of the Netherlands. |
| (b) | As of the Closing Date, the Subscribed Shares will be duly authorized and, when issued and delivered to the Investor in accordance with the terms of this Subscription Agreement, the Subscribed Shares will be validly issued, fully paid and non-assessable (which, under Dutch law, is interpreted to mean that a holder of a Share shall not by reason of merely being such a holder be subject to assessment or calls by the Company or its creditors for further payment on such Share) free and clear of any liens, encumbrances or other restrictions (other than those arising under applicable securities laws), and will not have been issued in violation of or subject to any preemptive or similar rights created under the Company's articles of association (statuten) as in effect at such time of issuance and as they will read by contract or under the laws of the Netherlands. |
| (c) | This Subscription Agreement has been duly authorized, executed and delivered by the Company and, assuming that this Subscription Agreement constitutes the legal, valid and binding agreement of the Investor, this Subscription Agreement constitutes the legal, valid and binding agreement of the Company and is enforceable against the Company in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity. |
2
| (d) | The execution and delivery of, and the performance of the transactions contemplated hereby, including the issuance and sale of the Subscribed Shares and the compliance by the Company with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein does not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or the Company's subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company or the Company's subsidiaries, as applicable, is a party or by which the Company or the Company's subsidiaries, as applicable, is bound or to which any of the property or assets of the Company or the Company's subsidiaries, as applicable, is subject that is or would reasonably be expected to have, individually or in the aggregate with all other facts, events, circumstances, changes, conditions, occurrences and effects, a material adverse effect on the business, properties, assets, liabilities, condition (financial or otherwise), results of operations or prospects of the Company and its subsidiaries, in each case taken as a whole, or on the ability of the Company to consummate the transactions contemplated under this Subscription Agreement (a "Material Adverse Effect"), or to materially affect the validity of the Subscribed Shares or the legal authority of the Company to comply in all material respects with the terms of this Subscription Agreement; (ii) result in any violation of the provisions of the organizational or constituent documents of the Company or the Company's subsidiaries, as applicable; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or the Company's subsidiaries, as applicable, or any of their respective properties that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially affect the validity of the Subscribed Shares or the legal authority of the Company to comply in all material respects with the terms of this Subscription Agreement. |
| (e) | The Company is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the organizational documents of the Company, (ii) any loan or credit agreement, guarantee, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which, as of the date of this Subscription Agreement, the Company is a party or by which properties or assets of the Company are bound or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency, taxing authority or regulatory body, domestic or foreign, having jurisdiction over the Company or any of their properties, as applicable, except for defaults or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or those that the Investor has been made aware of and waived Company liability for as outlined in this Subscription Agreement. |
3
| (f) | As of their respective dates, or, if amended, as of the date of such amendment, which shall be deemed to supersede such original filing, all forms, reports, statements, schedules, prospectuses, proxies, registration statements and other documents, if any (the "SEC Reports") filed by the Company with the U.S. Securities and Exchange Commission (the "SEC") on or prior to the Closing Date complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. |
| (g) | Assuming the accuracy of the Investor's representations and warranties set forth in this Subscription Agreement, the Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by the Company of this Subscription Agreement (including, without limitation, the issuance of the Subscribed Shares) and the consummation of the transactions contemplated herein other than (i) filings with the SEC, (ii) filings required by applicable securities laws, (iii) filings required in accordance with this Subscription Agreement, (iv) filings required by the Nasdaq Stock Exchange ("Nasdaq"), including with respect to obtaining approval of the Company's shareholders, if applicable, and (v) filings that the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. |
| (h) | All issued and outstanding ordinary shares of the Company have been duly authorized and validly issued, are fully paid and are non-assessable, free and clear of all liens or other restrictions (other than those arising under applicable securities laws) and are not subject to preemptive or other similar rights. Except as set forth above, the agreements and arrangements referred to therein or in the SEC Reports, as of the date hereof, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company any ordinary shares or other equity interests in the Company, or securities convertible into or exchangeable or exercisable for such equity interests. There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound other than as set forth in the SEC Reports. |
| (i) | As of the date hereof, the issued and outstanding ordinary shares of the Company are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbol "SHMD." |
| (j) | Assuming the accuracy of the Investor's representations and warranties set forth in this Subscription Agreement, no registration under the Securities Act is required for the offer and sale of the Subscribed Shares hereunder. The Subscribed Shares (i) were not offered by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws or in a manner that would otherwise adversely affect reliance by the Company on Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the Subscribed Shares under the Securities Act. |
4
| (k) | The Company and its respective subsidiaries have not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation, administration or winding up or failed to pay its debts when due, nor does the Company or any of its subsidiaries have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or seek to commence an administration. |
| (l) | There has been no action taken by the Company against any officer, director, equityholder, manager, employee, agent or representative of the Company, in each case, acting on behalf of the Company (as applicable), in violation of any applicable Anti-Corruption Laws (as herein defined), (i) none of the Company and its respective officers, directors, equityholders, managers, employees, agents and representatives has been convicted of violating any Anti-Corruption Laws or subjected to any investigation by a governmental authority for violation of any applicable Anti-Corruption Laws, (ii) the Company has not conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any governmental authority regarding any alleged act or omission arising under or relating to any noncompliance with any Anti-Corruption Laws and (iii) the Company has not received any written notice or citation from a governmental authority for any actual or potential noncompliance with any applicable Anti-Corruption Laws. As used herein, "Anti-Corruption Laws" means any applicable laws relating to corruption and bribery, including the U.S. Foreign Corrupt Practices Act of 1977 (as amended), the UK Bribery Act 2010, and any similar law that prohibits bribery or corruption. |
| (m) | Neither the Company nor any of its directors is (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") or in any Executive Order issued by the President of the United States and administered by OFAC ("OFAC List") or a person or entity prohibited by any OFAC sanctions program, (ii) owned, directly or indirectly, or controlled by, or acting on behalf of, one or more persons that are named on the OFAC List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the “Donetsk People’s Republic”, the “Luhansk People’s Republic” or any other country or territory embargoed or subject to substantial trade restrictions by the United States; (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. The Company agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Company is permitted to do so under applicable law. To the extent required, it maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC sanctions programs, including the OFAC List. |
5
| (n) | The Company is not, and immediately after issuance of the Subscribed Shares will not be, an "investment company" within the meaning of the Investment Company Act of 1940, as amended. |
| (o) | The Company has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other person to any broker's or finder's fee or any other commission or similar fee in connection with the transactions contemplated by this Subscription Agreement for which the undersigned Investor could become liable. The Company is not aware of any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Subscribed Shares. |
| (p) | All material information about the financial position of the Company and its subsidiaries as of the date of this Subscription Agreement and the Closing Date has been provided to the Investor and fairly represents the true, accurate, complete and up to date financial position of the Company and its subsidiaries. |
| 3. | Investor Representations and Warranties |
The Investor represents and warrants to the Company that:
| (a) | The Investor (i) is acquiring the Subscribed Shares only for his, her or its own account and not for the account of others, and (ii) is not acquiring the Subscribed Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or any securities laws of the United States or any other jurisdiction. The Investor further acknowledges that it is aware that the sale to it is being made in reliance on a private placement exemption from registration under the Securities Act and is acquiring the Subscribed Shares for its own account or for an account over which it exercises sole discretion for another qualified institutional buyer or accredited investor. |
| (b) | The Investor acknowledges that the Subscribed Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Subscribed Shares have not been and will not immediately be registered under the Securities Act or any other applicable securities laws, and thus will not be immediately available for trading on Nasdaq or any other stock exchange. The Investor acknowledges and agrees that the Subscribed Shares are being offered for resale in transactions not requiring registration under the Securities Act, and unless so registered, may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except in compliance with the registration requirements of the Securities Act or any other applicable securities laws, pursuant to any exemption therefrom or in a transaction not subject thereto. The Investor acknowledges that the Subscribed Shares will be subject to transfer restrictions under applicable securities laws and, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Subscribed Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The Investor acknowledges that the Subscribed Shares will not be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the Closing Date. The Investor acknowledges and agrees that it has been advised to consult legal counsel and tax and accounting advisors prior to making any offer, resale, transfer, pledge or disposition of any of the Subscribed Shares. |
6
| (c) | The Investor acknowledges and agrees that the Investor is purchasing the Subscribed Shares from the Company. The Investor further acknowledges that there have been no representations or warranties on which the Investor may rely on in purchasing the Subscribed Shares made to the Investor by or on behalf of the Company or any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations or warranties, of the Company expressly set forth in this Subscription Agreement. The Investor understands that, save as otherwise set forth in the Registration Statement (as defined below) or any SEC Report, certain financial information (whether historical or in the form of financial forecasts or projections) of the Company has been prepared and reviewed solely by the Company and its respective officers, directors and employees, as applicable, and have not been reviewed by any outside party or certified or audited by an independent third-party auditor or audit firm. |
| (d) | The Investor acknowledges and agrees that the Investor has received such information as the Investor deems necessary in order to make an investment decision with respect to the Subscribed Shares, including with respect to the business of the Company and its direct and indirect subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that he, she or it has reviewed, the SEC Reports and other information as the Investor have deemed necessary to make an investment decision with respect to the Subscribed Shares. However, neither any such inquiries, nor any due diligence investigation conducted by the Investor or any of the Investor's professional advisors nor anything else contained herein, shall modify, limit, or otherwise affect the Investor's right to rely on each of the representations and warranties of the Company contained in this Subscription Agreement. The Investor acknowledges and agrees that the Investor and the Investor's professional advisor(s), if any, have had the opportunity to ask such questions, receive such answers and obtain such information from the Company as the Investor and such Investor's professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Subscribed Shares. |
7
| (e) | The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Subscribed Shares, including those set forth in the SEC Reports. The Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Subscribed Shares, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision. The Investor acknowledges that, except for representations and warranties of the Company set forth in this Subscription Agreement, the Company has not provided any tax or financial advice or any other representation or guarantee regarding the tax or financial consequences of the transactions contemplated by this Subscription Agreement or the Transaction. The Investor is able to sustain a complete loss on its investment in the Subscribed Shares; and has no reason to anticipate any change in circumstances, financial or otherwise, which may cause or require any sale or distribution of all or any part of the Subscribed Shares in violation of applicable securities laws. |
| (f) | Alone, or together with any professional advisor(s), the Investor has adequately analyzed and considered the risks of an investment in the Subscribed Shares and, assuming the accuracy of representations and warranties set forth in this Subscription Agreement, determined that the Subscribed Shares are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor's investment in the Company. The Investor acknowledges specifically that a possibility of total loss exists. |
| (g) | In making its decision to purchase the Subscribed Shares, the Investor has relied solely upon independent investigation made by the Investor and the representations and warranties expressly set forth in this Subscription Agreement. |
| (h) | The Investor acknowledges that it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Subscribed Shares and has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment. |
| (i) | The Investor acknowledges and agrees that no U.S. federal or state agency has passed upon or endorsed the merits of the offering of the Subscribed Shares or made any findings or determination as to the fairness of this investment. |
Nothing herein is intended to limit the Investor's ability, subject to compliance with applicable securities laws, to trade in securities of issuers who may be in the same, or a similar, sector as the Company.
8
| 4. | Termination |
This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, with the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement; provided that nothing herein will relieve any party from liability for any material breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such material breach.
| 5. | Miscellaneous |
| (a) | Neither this Subscription Agreement nor any rights that may accrue to the parties hereunder (other than the Subscribed Shares, if any) may be transferred or assigned without the prior written consent of each of the other parties hereto; provided that, upon written notice to the Company, (i) this Subscription Agreement and any of the Investor's rights and obligations hereunder may be assigned to an affiliate or any fund or account advised or managed by the Investor or the same investment manager or investment advisor as the Investor or by an affiliate (as defined in Rule 12b-2 of the Exchange Act) of such investment manager or investment advisor without the prior consent of the other parties hereto and (ii) the Investor's rights under this Agreement may be assigned to an assignee or transferee of the Subscribed Shares; provided, further, that prior to such assignment any such assignee shall agree in writing to be bound by the terms hereof; provided, that no such assignment shall relieve the Investor of its obligations hereunder if any such assignee fails to perform such obligations. |
| (b) | The Company may request from the Investor such additional information the Company may reasonably deem necessary to register the resale of the Subscribed Shares and evaluate the eligibility of the Investor to acquire the Subscribed Shares, and the Investor shall as promptly as reasonably practicable provide such information as may reasonably be requested to the extent readily available and to the extent consistent with the Investor's internal policies and procedures; provided that the Company agrees to keep any such information provided by the Investor confidential except (i) as required by applicable federal securities laws or pursuant to a request by competent regulatory authorities or (ii) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the applicable regulations of any national securities exchange on which the Company's securities are listed for trading. |
| (c) | The Investor acknowledges that the Company will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription Agreement. |
| (d) | The Company is entitled to rely upon this Subscription Agreement and each is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby; provided, however, that the foregoing clause of this Section 5(d) shall not give the Company any rights other than those expressly set forth herein. The Investor is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby; provided, however, that the foregoing clause of this Section 5(d) shall not give the Investor any rights other than those expressly set forth herein. |
9
| (e) | All of the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing Date until the expiry of the applicable statute of limitations. For the avoidance of doubt, unless this Agreement has been terminated prior to Closing Date, all representations, warranties, covenants and agreements of the parties hereunder shall survive the consummation of the Transaction and remain in full force and effect until the expiry of the applicable statute of limitations. |
| (f) | This Subscription Agreement may not be amended, modified, waived or terminated (other than pursuant to the terms of Section 4 above) except by an instrument in writing, signed by each of the parties hereto. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder. |
| (g) | This Subscription Agreement (including the schedule hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof. |
| (h) | Except as otherwise expressly provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns. |
| (i) | If any provision of this Subscription Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect. |
| (j) | This Subscription Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. |
10
| (k) | The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Subscription Agreement, without posting a bond or undertaking and without proof of damages, to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise. |
| (l) | This Subscription Agreement shall be governed by and construed in accordance with the laws of the Germany (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof) as to all matters (including any action, suit, litigation, arbitration, mediation, claim, charge, complaint, inquiry, proceeding, hearing, audit, investigation or reviews by or before any governmental entity related hereto), including matters of validity, construction, effect, performance and remedies. |
| (m) | Each party hereto hereby, and any person asserting rights as a third-party beneficiary may do so only if it, irrevocably agrees that any action, suit or proceeding between or among the parties hereto, whether arising in contract, tort or otherwise, arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Subscription Agreement or any related document or any of the transactions contemplated hereby or thereby ("Legal Dispute") shall be brought only to the exclusive jurisdiction of the courts of Stuttgart, Germany, and each party hereto hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance with this Section 5(m) is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each party hereto and any person asserting rights as a third-party beneficiary may do so only if it hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such party is not personally subject to the jurisdiction of the above named courts for any reason, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such party's property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum, or (e) the venue of such action, suit or proceeding is improper. A final judgment in any action, suit or proceeding described in this Section 5(m) following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable laws. EACH OF THE PARTIES HERETO AND ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED. |
11
| (n) | Any notice or communication required or permitted hereunder to be given to a party hereto shall be in writing and either delivered personally, emailed or sent by overnight mail via a reputable overnight carrier to such address(es) or email address(es) set forth on the signature page hereto, and shall be deemed to be given and received (i) when so delivered personally, or (ii) when sent, with no mail undeliverable or other rejection notice, if sent by email. |
| 6. | Disclosure |
The Company shall issue one or more press releases or file with the SEC a Current Report on Form 6-K (collectively, the "Disclosure Document") disclosing all material terms of the transactions contemplated hereby and any other material, nonpublic information that the Company has provided to the Investor at any time prior to the filing of the Disclosure Document.
[SIGNATURE PAGES FOLLOW]
12
IN WITNESS WHEREOF, the Investor has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth below.
| 24 April 2026 | ||
| Christian Schmid | ||
| By: | /s/ Christian Schmid | |
13
IN WITNESS WHEREOF, the Company has accepted this Subscription Agreement as of the date set forth below.
| 24 April 2026 | ||
| SCHMID Group N.V. | ||
| By: | /s/ Arthur Schuetz | |
| Name: Arthur Schuetz | ||
| Title: CFO SCHMID Group N.V. | ||
14
Exhibit 10.3
SUBSCRIPTION AGREEMENT
SCHMID Group N.V.
Robert-Bosch-Str. 32-36,
72250 Freudenstadt
Germany
Ladies and Gentlemen:
This subscription agreement (the "Subscription Agreement") is being entered into by and between SCHMID Group N.V. (the "Company"), a Dutch public limited liability company (naamloze vennootschap), and Christine Schmid (the "Investor"), for ordinary shares in the share capital of the Company ("Shares").
The Investor has claims against the Company of EUR 2,400,000 (the "Outstanding Claims"). In connection with this outstanding debt, the Company will issue Shares (the "Subscribed Shares") of the Company against set-off of the Outstanding Claims, subject to the terms and conditions of this Subscription Agreement. The closing of the transaction by issuance of the Subscribed Shares to an account of the Investor at the Company's share transfer agent Continental Stock Transfer & Trust Company ("Continental") (the "Closing") will be performed as soon as possible after the approval of the share issuance by the Company's shareholders in a shareholder meeting contemplated to be held on May 20, 2026 (the date on which the Closing occurs, the "Closing Date") with the Company informing the Investor through a written share issuance notice (which can be by e-mail) once the Company's board of directors has approved the issuance of the Subscribed Shares (the "Share Issuance Notice").
The exact number of issued shares shall be calculated by dividing the Outstanding Claims by the Average VWAP.
"Average VWAP" means 80% of the arithmetic average of the Daily VWAPs for the five (5) Trading Days immediately preceding the date of the Share Issuance Notice.
“Daily VWAP” means the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “SHMD <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day (or if such volume- weighted average price is unavailable, the market value of one share of the Common Stock on such Trading Day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Company). The “Daily VWAP” shall be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.
In connection therewith, and in consideration of the foregoing and the mutual representations, and subject to the conditions, set forth herein, and intending to be legally bound hereby, the Investor and the Company hereby agrees as follows:
| 1. | Issuance and Transfer |
| (a) | The Investor hereby irrevocably agrees to subscribe for and purchase from the Company, and the Company hereby irrevocably agrees to issue and sell to the Investor, the Subscribed Shares on the terms and subject to the conditions provided for herein through a set-off of the Outstanding Claims. |
| (b) | On the Closing Date, the Company shall issue to the Investor, and the Investor shall subscribe for, the Subscribed Shares in compliance with the laws of the Netherlands, including but not limited to issuance through Dutch notarial deeds (the "Share Issuance"), and the Company shall procure that the Investor’s ownership over the Subscribed Shares is registered with Continental. |
| (c) | Upon completion of the Share Issuance and upon the Investor becoming the sole legal and beneficial owner of the Subscribed Shares as evidenced by an updated entry in the share registry of the Company at Continental, the obligation of the Company to repay the Outstanding Claims shall be deemed to have been fully and irrevocably discharged. |
| 2. | Company Representations and Warranties |
The Company, with respect to the representations and warranties set forth below relating to the Company, represents and warrants to the Investor that:
| (a) | The Company is a public limited liability company (naamloze vennootschap) under the laws of the Netherlands. |
| (b) | As of the Closing Date, the Subscribed Shares will be duly authorized and, when issued and delivered to the Investor in accordance with the terms of this Subscription Agreement, the Subscribed Shares will be validly issued, fully paid and non-assessable (which, under Dutch law, is interpreted to mean that a holder of a Share shall not by reason of merely being such a holder be subject to assessment or calls by the Company or its creditors for further payment on such Share) free and clear of any liens, encumbrances or other restrictions (other than those arising under applicable securities laws), and will not have been issued in violation of or subject to any preemptive or similar rights created under the Company's articles of association (statuten) as in effect at such time of issuance and as they will read by contract or under the laws of the Netherlands. |
| (c) | This Subscription Agreement has been duly authorized, executed and delivered by the Company and, assuming that this Subscription Agreement constitutes the legal, valid and binding agreement of the Investor, this Subscription Agreement constitutes the legal, valid and binding agreement of the Company and is enforceable against the Company in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity. |
2
| (d) | The execution and delivery of, and the performance of the transactions contemplated hereby, including the issuance and sale of the Subscribed Shares and the compliance by the Company with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein does not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or the Company's subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company or the Company's subsidiaries, as applicable, is a party or by which the Company or the Company's subsidiaries, as applicable, is bound or to which any of the property or assets of the Company or the Company's subsidiaries, as applicable, is subject that is or would reasonably be expected to have, individually or in the aggregate with all other facts, events, circumstances, changes, conditions, occurrences and effects, a material adverse effect on the business, properties, assets, liabilities, condition (financial or otherwise), results of operations or prospects of the Company and its subsidiaries, in each case taken as a whole, or on the ability of the Company to consummate the transactions contemplated under this Subscription Agreement (a "Material Adverse Effect"), or to materially affect the validity of the Subscribed Shares or the legal authority of the Company to comply in all material respects with the terms of this Subscription Agreement; (ii) result in any violation of the provisions of the organizational or constituent documents of the Company or the Company's subsidiaries, as applicable; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or the Company's subsidiaries, as applicable, or any of their respective properties that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially affect the validity of the Subscribed Shares or the legal authority of the Company to comply in all material respects with the terms of this Subscription Agreement. |
| (e) | The Company is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the organizational documents of the Company, (ii) any loan or credit agreement, guarantee, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which, as of the date of this Subscription Agreement, the Company is a party or by which properties or assets of the Company are bound or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency, taxing authority or regulatory body, domestic or foreign, having jurisdiction over the Company or any of their properties, as applicable, except for defaults or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or those that the Investor has been made aware of and waived Company liability for as outlined in this Subscription Agreement. |
| (f) | As of their respective dates, or, if amended, as of the date of such amendment, which shall be deemed to supersede such original filing, all forms, reports, statements, schedules, prospectuses, proxies, registration statements and other documents, if any (the "SEC Reports") filed by the Company with the U.S. Securities and Exchange Commission (the "SEC") on or prior to the Closing Date complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. |
3
| (g) | Assuming the accuracy of the Investor's representations and warranties set forth in this Subscription Agreement, the Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by the Company of this Subscription Agreement (including, without limitation, the issuance of the Subscribed Shares) and the consummation of the transactions contemplated herein other than (i) filings with the SEC, (ii) filings required by applicable securities laws, (iii) filings required in accordance with this Subscription Agreement, (iv) filings required by the Nasdaq Stock Exchange ("Nasdaq"), including with respect to obtaining approval of the Company's shareholders, if applicable, and (v) filings that the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. |
| (h) | All issued and outstanding ordinary shares of the Company have been duly authorized and validly issued, are fully paid and are non-assessable, free and clear of all liens or other restrictions (other than those arising under applicable securities laws) and are not subject to preemptive or other similar rights. Except as set forth above, the agreements and arrangements referred to therein or in the SEC Reports, as of the date hereof, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company any ordinary shares or other equity interests in the Company, or securities convertible into or exchangeable or exercisable for such equity interests. There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound other than as set forth in the SEC Reports. |
| (i) | As of the date hereof, the issued and outstanding ordinary shares of the Company are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbol "SHMD." |
| (j) | Assuming the accuracy of the Investor's representations and warranties set forth in this Subscription Agreement, no registration under the Securities Act is required for the offer and sale of the Subscribed Shares hereunder. The Subscribed Shares (i) were not offered by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws or in a manner that would otherwise adversely affect reliance by the Company on Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the Subscribed Shares under the Securities Act. |
4
| (k) | The Company and its respective subsidiaries have not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation, administration or winding up or failed to pay its debts when due, nor does the Company or any of its subsidiaries have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or seek to commence an administration. |
| (l) | There has been no action taken by the Company against any officer, director, equityholder, manager, employee, agent or representative of the Company, in each case, acting on behalf of the Company (as applicable), in violation of any applicable Anti-Corruption Laws (as herein defined), (i) none of the Company and its respective officers, directors, equityholders, managers, employees, agents and representatives has been convicted of violating any Anti-Corruption Laws or subjected to any investigation by a governmental authority for violation of any applicable Anti-Corruption Laws, (ii) the Company has not conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any governmental authority regarding any alleged act or omission arising under or relating to any noncompliance with any Anti-Corruption Laws and (iii) the Company has not received any written notice or citation from a governmental authority for any actual or potential noncompliance with any applicable Anti-Corruption Laws. As used herein, "Anti-Corruption Laws" means any applicable laws relating to corruption and bribery, including the U.S. Foreign Corrupt Practices Act of 1977 (as amended), the UK Bribery Act 2010, and any similar law that prohibits bribery or corruption. |
| (m) | Neither the Company nor any of its directors is (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") or in any Executive Order issued by the President of the United States and administered by OFAC ("OFAC List") or a person or entity prohibited by any OFAC sanctions program, (ii) owned, directly or indirectly, or controlled by, or acting on behalf of, one or more persons that are named on the OFAC List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the “Donetsk People’s Republic”, the “Luhansk People’s Republic” or any other country or territory embargoed or subject to substantial trade restrictions by the United States; (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. The Company agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Company is permitted to do so under applicable law. To the extent required, it maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC sanctions programs, including the OFAC List. |
5
| (n) | The Company is not, and immediately after issuance of the Subscribed Shares will not be, an "investment company" within the meaning of the Investment Company Act of 1940, as amended. |
| (o) | The Company has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other person to any broker's or finder's fee or any other commission or similar fee in connection with the transactions contemplated by this Subscription Agreement for which the undersigned Investor could become liable. The Company is not aware of any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Subscribed Shares. |
| (p) | All material information about the financial position of the Company and its subsidiaries as of the date of this Subscription Agreement and the Closing Date has been provided to the Investor and fairly represents the true, accurate, complete and up to date financial position of the Company and its subsidiaries. |
| 3. | Investor Representations and Warranties |
The Investor represents and warrants to the Company that:
| (a) | The Investor (i) is acquiring the Subscribed Shares only for his, her or its own account and not for the account of others, and (ii) is not acquiring the Subscribed Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or any securities laws of the United States or any other jurisdiction. The Investor further acknowledges that it is aware that the sale to it is being made in reliance on a private placement exemption from registration under the Securities Act and is acquiring the Subscribed Shares for its own account or for an account over which it exercises sole discretion for another qualified institutional buyer or accredited investor. |
| (b) | The Investor acknowledges that the Subscribed Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Subscribed Shares have not been and will not immediately be registered under the Securities Act or any other applicable securities laws, and thus will not be immediately available for trading on Nasdaq or any other stock exchange. The Investor acknowledges and agrees that the Subscribed Shares are being offered for resale in transactions not requiring registration under the Securities Act, and unless so registered, may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except in compliance with the registration requirements of the Securities Act or any other applicable securities laws, pursuant to any exemption therefrom or in a transaction not subject thereto. The Investor acknowledges that the Subscribed Shares will be subject to transfer restrictions under applicable securities laws and, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Subscribed Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The Investor acknowledges that the Subscribed Shares will not be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the Closing Date. The Investor acknowledges and agrees that it has been advised to consult legal counsel and tax and accounting advisors prior to making any offer, resale, transfer, pledge or disposition of any of the Subscribed Shares. |
6
| (c) | The Investor acknowledges and agrees that the Investor is purchasing the Subscribed Shares from the Company. The Investor further acknowledges that there have been no representations or warranties on which the Investor may rely on in purchasing the Subscribed Shares made to the Investor by or on behalf of the Company or any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations or warranties, of the Company expressly set forth in this Subscription Agreement. The Investor understands that, save as otherwise set forth in the Registration Statement (as defined below) or any SEC Report, certain financial information (whether historical or in the form of financial forecasts or projections) of the Company has been prepared and reviewed solely by the Company and its respective officers, directors and employees, as applicable, and have not been reviewed by any outside party or certified or audited by an independent third-party auditor or audit firm. |
| (d) | The Investor acknowledges and agrees that the Investor has received such information as the Investor deems necessary in order to make an investment decision with respect to the Subscribed Shares, including with respect to the business of the Company and its direct and indirect subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that he, she or it has reviewed, the SEC Reports and other information as the Investor have deemed necessary to make an investment decision with respect to the Subscribed Shares. However, neither any such inquiries, nor any due diligence investigation conducted by the Investor or any of the Investor's professional advisors nor anything else contained herein, shall modify, limit, or otherwise affect the Investor's right to rely on each of the representations and warranties of the Company contained in this Subscription Agreement. The Investor acknowledges and agrees that the Investor and the Investor's professional advisor(s), if any, have had the opportunity to ask such questions, receive such answers and obtain such information from the Company as the Investor and such Investor's professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Subscribed Shares. |
7
| (e) | The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Subscribed Shares, including those set forth in the SEC Reports. The Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Subscribed Shares, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision. The Investor acknowledges that, except for representations and warranties of the Company set forth in this Subscription Agreement, the Company has not provided any tax or financial advice or any other representation or guarantee regarding the tax or financial consequences of the transactions contemplated by this Subscription Agreement or the Transaction. The Investor is able to sustain a complete loss on its investment in the Subscribed Shares; and has no reason to anticipate any change in circumstances, financial or otherwise, which may cause or require any sale or distribution of all or any part of the Subscribed Shares in violation of applicable securities laws. |
| (f) | Alone, or together with any professional advisor(s), the Investor has adequately analyzed and considered the risks of an investment in the Subscribed Shares and, assuming the accuracy of representations and warranties set forth in this Subscription Agreement, determined that the Subscribed Shares are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor's investment in the Company. The Investor acknowledges specifically that a possibility of total loss exists. |
| (g) | In making its decision to purchase the Subscribed Shares, the Investor has relied solely upon independent investigation made by the Investor and the representations and warranties expressly set forth in this Subscription Agreement. |
| (h) | The Investor acknowledges that it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Subscribed Shares and has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment. |
| (i) | The Investor acknowledges and agrees that no U.S. federal or state agency has passed upon or endorsed the merits of the offering of the Subscribed Shares or made any findings or determination as to the fairness of this investment. |
Nothing herein is intended to limit the Investor's ability, subject to compliance with applicable securities laws, to trade in securities of issuers who may be in the same, or a similar, sector as the Company.
| 4. | Termination |
This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, with the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement; provided that nothing herein will relieve any party from liability for any material breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such material breach.
8
| 5. | Miscellaneous |
| (a) | Neither this Subscription Agreement nor any rights that may accrue to the parties hereunder (other than the Subscribed Shares, if any) may be transferred or assigned without the prior written consent of each of the other parties hereto; provided that, upon written notice to the Company, (i) this Subscription Agreement and any of the Investor's rights and obligations hereunder may be assigned to an affiliate or any fund or account advised or managed by the Investor or the same investment manager or investment advisor as the Investor or by an affiliate (as defined in Rule 12b-2 of the Exchange Act) of such investment manager or investment advisor without the prior consent of the other parties hereto and (ii) the Investor's rights under this Agreement may be assigned to an assignee or transferee of the Subscribed Shares; provided, further, that prior to such assignment any such assignee shall agree in writing to be bound by the terms hereof; provided, that no such assignment shall relieve the Investor of its obligations hereunder if any such assignee fails to perform such obligations. |
| (b) | The Company may request from the Investor such additional information the Company may reasonably deem necessary to register the resale of the Subscribed Shares and evaluate the eligibility of the Investor to acquire the Subscribed Shares, and the Investor shall as promptly as reasonably practicable provide such information as may reasonably be requested to the extent readily available and to the extent consistent with the Investor's internal policies and procedures; provided that the Company agrees to keep any such information provided by the Investor confidential except (i) as required by applicable federal securities laws or pursuant to a request by competent regulatory authorities or (ii) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the applicable regulations of any national securities exchange on which the Company's securities are listed for trading. |
| (c) | The Investor acknowledges that the Company will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription Agreement. |
| (d) | The Company is entitled to rely upon this Subscription Agreement and each is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby; provided, however, that the foregoing clause of this Section 5(d) shall not give the Company any rights other than those expressly set forth herein. The Investor is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby; provided, however, that the foregoing clause of this Section 5(d) shall not give the Investor any rights other than those expressly set forth herein. |
9
| (e) | All of the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing Date until the expiry of the applicable statute of limitations. For the avoidance of doubt, unless this Agreement has been terminated prior to Closing Date, all representations, warranties, covenants and agreements of the parties hereunder shall survive the consummation of the Transaction and remain in full force and effect until the expiry of the applicable statute of limitations. |
| (f) | This Subscription Agreement may not be amended, modified, waived or terminated (other than pursuant to the terms of Section 4 above) except by an instrument in writing, signed by each of the parties hereto. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder. |
| (g) | This Subscription Agreement (including the schedule hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof. |
| (h) | Except as otherwise expressly provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns. |
| (i) | If any provision of this Subscription Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect. |
| (j) | This Subscription Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. |
10
| (k) | The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Subscription Agreement, without posting a bond or undertaking and without proof of damages, to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise. |
| (l) | This Subscription Agreement shall be governed by and construed in accordance with the laws of the Germany (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof) as to all matters (including any action, suit, litigation, arbitration, mediation, claim, charge, complaint, inquiry, proceeding, hearing, audit, investigation or reviews by or before any governmental entity related hereto), including matters of validity, construction, effect, performance and remedies. |
| (m) | Each party hereto hereby, and any person asserting rights as a third-party beneficiary may do so only if it, irrevocably agrees that any action, suit or proceeding between or among the parties hereto, whether arising in contract, tort or otherwise, arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Subscription Agreement or any related document or any of the transactions contemplated hereby or thereby ("Legal Dispute") shall be brought only to the exclusive jurisdiction of the courts of Stuttgart, Germany, and each party hereto hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance with this Section 5(m) is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each party hereto and any person asserting rights as a third-party beneficiary may do so only if it hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such party is not personally subject to the jurisdiction of the above named courts for any reason, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such party's property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum, or (e) the venue of such action, suit or proceeding is improper. A final judgment in any action, suit or proceeding described in this Section 5(m) following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable laws. EACH OF THE PARTIES HERETO AND ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED. |
11
| (n) | Any notice or communication required or permitted hereunder to be given to a party hereto shall be in writing and either delivered personally, emailed or sent by overnight mail via a reputable overnight carrier to such address(es) or email address(es) set forth on the signature page hereto, and shall be deemed to be given and received (i) when so delivered personally, or (ii) when sent, with no mail undeliverable or other rejection notice, if sent by email. |
| 6. | Disclosure |
The Company shall issue one or more press releases or file with the SEC a Current Report on Form 6-K (collectively, the "Disclosure Document") disclosing all material terms of the transactions contemplated hereby and any other material, nonpublic information that the Company has provided to the Investor at any time prior to the filing of the Disclosure Document.
[SIGNATURE PAGES FOLLOW]
12
IN WITNESS WHEREOF, the Investor has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth below.
24 April 2026
Christine Schmid
| By: | /s/ Christine Schmid |
13
IN WITNESS WHEREOF, the Company has accepted this Subscription Agreement as of the date set forth below.
24 April 2026
| SCHMID Group N.V. | ||
| By: | /s/ Arthur Schuetz | |
| Name: | Arthur Schuetz | |
| Title: | CFO SCHMID Group N.V. | |
14
Exhibit 10.4
SUBSCRIPTION AGREEMENT
SCHMID Group N.V.
Robert-Bosch-Str. 32-36,
72250 Freudenstadt
Germany
Ladies and Gentlemen:
This subscription agreement (the "Subscription Agreement") is being entered into by and between SCHMID Group N.V. (the "Company"), a Dutch public limited liability company (naamloze vennootschap), and Schmid Grundstücke GmbH & Co KG (the "Investor"), for ordinary shares in the share capital of the Company ("Shares").
The Investor has claims against the Company of EUR 6,500,000 (the "Outstanding Claims"). In connection with this outstanding debt, the Company will issue Shares (the "Subscribed Shares") of the Company against set-off of the Outstanding Claims, subject to the terms and conditions of this Subscription Agreement. The closing of the transaction by issuance of the Subscribed Shares to an account of the Investor at the Company's share transfer agent Continental Stock Transfer & Trust Company ("Continental") (the "Closing") will be performed as soon as possible after the approval of the share issuance by the Company's shareholders in a shareholder meeting contemplated to be held on May 20, 2026 (the date on which the Closing occurs, the "Closing Date") with the Company informing the Investor through a written share issuance notice (which can be by e-mail) once the Company's board of directors has approved the issuance of the Subscribed Shares (the "Share Issuance Notice").
The exact number of issued shares shall be calculated by dividing the Outstanding Claims by the Average VWAP.
"Average VWAP" means 100% of the arithmetic average of the Daily VWAPs for the five (5) Trading Days immediately preceding the date of the Share Issuance Notice.
“Daily VWAP” means the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “SHMD <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day (or if such volume- weighted average price is unavailable, the market value of one share of the Common Stock on such Trading Day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Company). The “Daily VWAP” shall be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.
In connection therewith, and in consideration of the foregoing and the mutual representations, and subject to the conditions, set forth herein, and intending to be legally bound hereby, the Investor and the Company hereby agrees as follows:
| 1. | Issuance and Transfer |
| (a) | The Investor hereby irrevocably agrees to subscribe for and purchase from the Company, and the Company hereby irrevocably agrees to issue and sell to the Investor, the Subscribed Shares on the terms and subject to the conditions provided for herein through a set-off of the Outstanding Claims. |
| (b) | On the Closing Date, the Company shall issue to the Investor, and the Investor shall subscribe for, the Subscribed Shares in compliance with the laws of the Netherlands, including but not limited to issuance through Dutch notarial deeds (the "Share Issuance"), and the Company shall procure that the Investor’s ownership over the Subscribed Shares is registered with Continental. |
| (c) | Upon completion of the Share Issuance and upon the Investor becoming the sole legal and beneficial owner of the Subscribed Shares as evidenced by an updated entry in the share registry of the Company at Continental, the obligation of the Company to repay the Outstanding Claims shall be deemed to have been fully and irrevocably discharged. |
| 2. | Company Representations and Warranties |
The Company, with respect to the representations and warranties set forth below relating to the Company, represents and warrants to the Investor that:
| (a) | The Company is a public limited liability company (naamloze vennootschap) under the laws of the Netherlands. |
| (b) | As of the Closing Date, the Subscribed Shares will be duly authorized and, when issued and delivered to the Investor in accordance with the terms of this Subscription Agreement, the Subscribed Shares will be validly issued, fully paid and non-assessable (which, under Dutch law, is interpreted to mean that a holder of a Share shall not by reason of merely being such a holder be subject to assessment or calls by the Company or its creditors for further payment on such Share) free and clear of any liens, encumbrances or other restrictions (other than those arising under applicable securities laws), and will not have been issued in violation of or subject to any preemptive or similar rights created under the Company's articles of association (statuten) as in effect at such time of issuance and as they will read by contract or under the laws of the Netherlands. |
| (c) | This Subscription Agreement has been duly authorized, executed and delivered by the Company and, assuming that this Subscription Agreement constitutes the legal, valid and binding agreement of the Investor, this Subscription Agreement constitutes the legal, valid and binding agreement of the Company and is enforceable against the Company in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity. |
2
| (d) | The execution and delivery of, and the performance of the transactions contemplated hereby, including the issuance and sale of the Subscribed Shares and the compliance by the Company with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein does not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or the Company's subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company or the Company's subsidiaries, as applicable, is a party or by which the Company or the Company's subsidiaries, as applicable, is bound or to which any of the property or assets of the Company or the Company's subsidiaries, as applicable, is subject that is or would reasonably be expected to have, individually or in the aggregate with all other facts, events, circumstances, changes, conditions, occurrences and effects, a material adverse effect on the business, properties, assets, liabilities, condition (financial or otherwise), results of operations or prospects of the Company and its subsidiaries, in each case taken as a whole, or on the ability of the Company to consummate the transactions contemplated under this Subscription Agreement (a "Material Adverse Effect"), or to materially affect the validity of the Subscribed Shares or the legal authority of the Company to comply in all material respects with the terms of this Subscription Agreement; (ii) result in any violation of the provisions of the organizational or constituent documents of the Company or the Company's subsidiaries, as applicable; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or the Company's subsidiaries, as applicable, or any of their respective properties that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially affect the validity of the Subscribed Shares or the legal authority of the Company to comply in all material respects with the terms of this Subscription Agreement. |
| (e) | The Company is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the organizational documents of the Company, (ii) any loan or credit agreement, guarantee, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which, as of the date of this Subscription Agreement, the Company is a party or by which properties or assets of the Company are bound or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency, taxing authority or regulatory body, domestic or foreign, having jurisdiction over the Company or any of their properties, as applicable, except for defaults or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or those that the Investor has been made aware of and waived Company liability for as outlined in this Subscription Agreement. |
3
| (f) | As of their respective dates, or, if amended, as of the date of such amendment, which shall be deemed to supersede such original filing, all forms, reports, statements, schedules, prospectuses, proxies, registration statements and other documents, if any (the "SEC Reports") filed by the Company with the U.S. Securities and Exchange Commission (the "SEC") on or prior to the Closing Date complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. |
| (g) | Assuming the accuracy of the Investor's representations and warranties set forth in this Subscription Agreement, the Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by the Company of this Subscription Agreement (including, without limitation, the issuance of the Subscribed Shares) and the consummation of the transactions contemplated herein other than (i) filings with the SEC, (ii) filings required by applicable securities laws, (iii) filings required in accordance with this Subscription Agreement, (iv) filings required by the Nasdaq Stock Exchange ("Nasdaq"), including with respect to obtaining approval of the Company's shareholders, if applicable, and (v) filings that the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. |
| (h) | All issued and outstanding ordinary shares of the Company have been duly authorized and validly issued, are fully paid and are non-assessable, free and clear of all liens or other restrictions (other than those arising under applicable securities laws) and are not subject to preemptive or other similar rights. Except as set forth above, the agreements and arrangements referred to therein or in the SEC Reports, as of the date hereof, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company any ordinary shares or other equity interests in the Company, or securities convertible into or exchangeable or exercisable for such equity interests. There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound other than as set forth in the SEC Reports. |
| (i) | As of the date hereof, the issued and outstanding ordinary shares of the Company are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbol "SHMD." |
| (j) | Assuming the accuracy of the Investor's representations and warranties set forth in this Subscription Agreement, no registration under the Securities Act is required for the offer and sale of the Subscribed Shares hereunder. The Subscribed Shares (i) were not offered by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws or in a manner that would otherwise adversely affect reliance by the Company on Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the Subscribed Shares under the Securities Act. |
4
| (k) | The Company and its respective subsidiaries have not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation, administration or winding up or failed to pay its debts when due, nor does the Company or any of its subsidiaries have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or seek to commence an administration. |
| (l) | There has been no action taken by the Company against any officer, director, equityholder, manager, employee, agent or representative of the Company, in each case, acting on behalf of the Company (as applicable), in violation of any applicable Anti-Corruption Laws (as herein defined), (i) none of the Company and its respective officers, directors, equityholders, managers, employees, agents and representatives has been convicted of violating any Anti-Corruption Laws or subjected to any investigation by a governmental authority for violation of any applicable Anti-Corruption Laws, (ii) the Company has not conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any governmental authority regarding any alleged act or omission arising under or relating to any noncompliance with any Anti-Corruption Laws and (iii) the Company has not received any written notice or citation from a governmental authority for any actual or potential noncompliance with any applicable Anti-Corruption Laws. As used herein, "Anti-Corruption Laws" means any applicable laws relating to corruption and bribery, including the U.S. Foreign Corrupt Practices Act of 1977 (as amended), the UK Bribery Act 2010, and any similar law that prohibits bribery or corruption. |
| (m) | Neither the Company nor any of its directors is (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") or in any Executive Order issued by the President of the United States and administered by OFAC ("OFAC List") or a person or entity prohibited by any OFAC sanctions program, (ii) owned, directly or indirectly, or controlled by, or acting on behalf of, one or more persons that are named on the OFAC List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the “Donetsk People’s Republic”, the “Luhansk People’s Republic” or any other country or territory embargoed or subject to substantial trade restrictions by the United States; (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. The Company agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Company is permitted to do so under applicable law. To the extent required, it maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC sanctions programs, including the OFAC List. |
5
| (n) | The Company is not, and immediately after issuance of the Subscribed Shares will not be, an "investment company" within the meaning of the Investment Company Act of 1940, as amended. |
| (o) | The Company has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other person to any broker's or finder's fee or any other commission or similar fee in connection with the transactions contemplated by this Subscription Agreement for which the undersigned Investor could become liable. The Company is not aware of any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Subscribed Shares. |
| (p) | All material information about the financial position of the Company and its subsidiaries as of the date of this Subscription Agreement and the Closing Date has been provided to the Investor and fairly represents the true, accurate, complete and up to date financial position of the Company and its subsidiaries. |
| 3. | Investor Representations and Warranties |
The Investor represents and warrants to the Company that:
| (a) | The Investor (i) is acquiring the Subscribed Shares only for his, her or its own account and not for the account of others, and (ii) is not acquiring the Subscribed Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or any securities laws of the United States or any other jurisdiction. The Investor further acknowledges that it is aware that the sale to it is being made in reliance on a private placement exemption from registration under the Securities Act and is acquiring the Subscribed Shares for its own account or for an account over which it exercises sole discretion for another qualified institutional buyer or accredited investor. |
| (b) | The Investor acknowledges that the Subscribed Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Subscribed Shares have not been and will not immediately be registered under the Securities Act or any other applicable securities laws, and thus will not be immediately available for trading on Nasdaq or any other stock exchange. The Investor acknowledges and agrees that the Subscribed Shares are being offered for resale in transactions not requiring registration under the Securities Act, and unless so registered, may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except in compliance with the registration requirements of the Securities Act or any other applicable securities laws, pursuant to any exemption therefrom or in a transaction not subject thereto. The Investor acknowledges that the Subscribed Shares will be subject to transfer restrictions under applicable securities laws and, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Subscribed Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The Investor acknowledges that the Subscribed Shares will not be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the Closing Date. The Investor acknowledges and agrees that it has been advised to consult legal counsel and tax and accounting advisors prior to making any offer, resale, transfer, pledge or disposition of any of the Subscribed Shares. |
6
| (c) | The Investor acknowledges and agrees that the Investor is purchasing the Subscribed Shares from the Company. The Investor further acknowledges that there have been no representations or warranties on which the Investor may rely on in purchasing the Subscribed Shares made to the Investor by or on behalf of the Company or any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations or warranties, of the Company expressly set forth in this Subscription Agreement. The Investor understands that, save as otherwise set forth in the Registration Statement (as defined below) or any SEC Report, certain financial information (whether historical or in the form of financial forecasts or projections) of the Company has been prepared and reviewed solely by the Company and its respective officers, directors and employees, as applicable, and have not been reviewed by any outside party or certified or audited by an independent third-party auditor or audit firm. |
| (d) | The Investor acknowledges and agrees that the Investor has received such information as the Investor deems necessary in order to make an investment decision with respect to the Subscribed Shares, including with respect to the business of the Company and its direct and indirect subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that he, she or it has reviewed, the SEC Reports and other information as the Investor have deemed necessary to make an investment decision with respect to the Subscribed Shares. However, neither any such inquiries, nor any due diligence investigation conducted by the Investor or any of the Investor's professional advisors nor anything else contained herein, shall modify, limit, or otherwise affect the Investor's right to rely on each of the representations and warranties of the Company contained in this Subscription Agreement. The Investor acknowledges and agrees that the Investor and the Investor's professional advisor(s), if any, have had the opportunity to ask such questions, receive such answers and obtain such information from the Company as the Investor and such Investor's professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Subscribed Shares. |
7
| (e) | The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Subscribed Shares, including those set forth in the SEC Reports. The Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Subscribed Shares, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision. The Investor acknowledges that, except for representations and warranties of the Company set forth in this Subscription Agreement, the Company has not provided any tax or financial advice or any other representation or guarantee regarding the tax or financial consequences of the transactions contemplated by this Subscription Agreement or the Transaction. The Investor is able to sustain a complete loss on its investment in the Subscribed Shares; and has no reason to anticipate any change in circumstances, financial or otherwise, which may cause or require any sale or distribution of all or any part of the Subscribed Shares in violation of applicable securities laws. |
| (f) | Alone, or together with any professional advisor(s), the Investor has adequately analyzed and considered the risks of an investment in the Subscribed Shares and, assuming the accuracy of representations and warranties set forth in this Subscription Agreement, determined that the Subscribed Shares are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor's investment in the Company. The Investor acknowledges specifically that a possibility of total loss exists. |
| (g) | In making its decision to purchase the Subscribed Shares, the Investor has relied solely upon independent investigation made by the Investor and the representations and warranties expressly set forth in this Subscription Agreement. |
| (h) | The Investor acknowledges that it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Subscribed Shares and has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment. |
| (i) | The Investor acknowledges and agrees that no U.S. federal or state agency has passed upon or endorsed the merits of the offering of the Subscribed Shares or made any findings or determination as to the fairness of this investment. |
Nothing herein is intended to limit the Investor's ability, subject to compliance with applicable securities laws, to trade in securities of issuers who may be in the same, or a similar, sector as the Company.
| 4. | Termination |
This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, with the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement; provided that nothing herein will relieve any party from liability for any material breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such material breach.
8
| 5. | Miscellaneous |
| (a) | Neither this Subscription Agreement nor any rights that may accrue to the parties hereunder (other than the Subscribed Shares, if any) may be transferred or assigned without the prior written consent of each of the other parties hereto; provided that, upon written notice to the Company, (i) this Subscription Agreement and any of the Investor's rights and obligations hereunder may be assigned to an affiliate or any fund or account advised or managed by the Investor or the same investment manager or investment advisor as the Investor or by an affiliate (as defined in Rule 12b-2 of the Exchange Act) of such investment manager or investment advisor without the prior consent of the other parties hereto and (ii) the Investor's rights under this Agreement may be assigned to an assignee or transferee of the Subscribed Shares; provided, further, that prior to such assignment any such assignee shall agree in writing to be bound by the terms hereof; provided, that no such assignment shall relieve the Investor of its obligations hereunder if any such assignee fails to perform such obligations. |
| (b) | The Company may request from the Investor such additional information the Company may reasonably deem necessary to register the resale of the Subscribed Shares and evaluate the eligibility of the Investor to acquire the Subscribed Shares, and the Investor shall as promptly as reasonably practicable provide such information as may reasonably be requested to the extent readily available and to the extent consistent with the Investor's internal policies and procedures; provided that the Company agrees to keep any such information provided by the Investor confidential except (i) as required by applicable federal securities laws or pursuant to a request by competent regulatory authorities or (ii) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the applicable regulations of any national securities exchange on which the Company's securities are listed for trading. |
| (c) | The Investor acknowledges that the Company will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription Agreement. |
| (d) | The Company is entitled to rely upon this Subscription Agreement and each is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby; provided, however, that the foregoing clause of this Section 5(d) shall not give the Company any rights other than those expressly set forth herein. The Investor is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby; provided, however, that the foregoing clause of this Section 5(d) shall not give the Investor any rights other than those expressly set forth herein. |
9
| (e) | All of the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing Date until the expiry of the applicable statute of limitations. For the avoidance of doubt, unless this Agreement has been terminated prior to Closing Date, all representations, warranties, covenants and agreements of the parties hereunder shall survive the consummation of the Transaction and remain in full force and effect until the expiry of the applicable statute of limitations. |
| (f) | This Subscription Agreement may not be amended, modified, waived or terminated (other than pursuant to the terms of Section 4 above) except by an instrument in writing, signed by each of the parties hereto. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder. |
| (g) | This Subscription Agreement (including the schedule hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof. |
| (h) | Except as otherwise expressly provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns. |
| (i) | If any provision of this Subscription Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect. |
| (j) | This Subscription Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. |
10
| (k) | The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Subscription Agreement, without posting a bond or undertaking and without proof of damages, to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise. |
| (l) | This Subscription Agreement shall be governed by and construed in accordance with the laws of the Germany (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof) as to all matters (including any action, suit, litigation, arbitration, mediation, claim, charge, complaint, inquiry, proceeding, hearing, audit, investigation or reviews by or before any governmental entity related hereto), including matters of validity, construction, effect, performance and remedies. |
| (m) | Each party hereto hereby, and any person asserting rights as a third-party beneficiary may do so only if it, irrevocably agrees that any action, suit or proceeding between or among the parties hereto, whether arising in contract, tort or otherwise, arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Subscription Agreement or any related document or any of the transactions contemplated hereby or thereby ("Legal Dispute") shall be brought only to the exclusive jurisdiction of the courts of Stuttgart, Germany, and each party hereto hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance with this Section 5(m) is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each party hereto and any person asserting rights as a third-party beneficiary may do so only if it hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such party is not personally subject to the jurisdiction of the above named courts for any reason, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such party's property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum, or (e) the venue of such action, suit or proceeding is improper. A final judgment in any action, suit or proceeding described in this Section 5(m) following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable laws. EACH OF THE PARTIES HERETO AND ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED. |
11
| (n) | Any notice or communication required or permitted hereunder to be given to a party hereto shall be in writing and either delivered personally, emailed or sent by overnight mail via a reputable overnight carrier to such address(es) or email address(es) set forth on the signature page hereto, and shall be deemed to be given and received (i) when so delivered personally, or (ii) when sent, with no mail undeliverable or other rejection notice, if sent by email. |
| 6. | Disclosure |
The Company shall issue one or more press releases or file with the SEC a Current Report on Form 6-K (collectively, the "Disclosure Document") disclosing all material terms of the transactions contemplated hereby and any other material, nonpublic information that the Company has provided to the Investor at any time prior to the filing of the Disclosure Document.
[SIGNATURE PAGES FOLLOW]
12
IN WITNESS WHEREOF, the Investor has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth below.
24 April 2026
Schmid Grundstücke GmbH & Co KG
| By: | /s/ Anette Schmid |
Anette Schmid as managing director with sole power of representation of Schmid Grundstücksverwaltungs GmbH, acting as the sole general partner of Schmid Grundstücke
13
IN WITNESS WHEREOF, the Company has accepted this Subscription Agreement as of the date set forth below.
24 April 2026
| SCHMID Group N.V. | ||
| By: | /s/ Arthur Schuetz | |
| Name: | Arthur Schuetz | |
| Title: | CFO SCHMID Group N.V. | |
14
Exhibit 10.5
SET-OFF AGREEMENT
This Agreement on the issuance of shares against set-off of payment obligations (the "Agreement") is made and entered into as of 24 April 2026 (the "Effective Date")
BY AND AMONG
| (1) | SCHMID Group N.V., a Dutch public limited liability company with its registered address at Robert-Bosch-Str. 32-36, 72250 Freudenstadt, Germany ("SCHMID"), and |
| (2) | Anette Schmid (“AS” and together with SCHMID, the "Parties"), |
RECITALS
WHEREAS, certain payment obligations of Gebr. Schmid GmbH, a subsidiary of SCHMID, to AS have been assumed by SCHMID by entering into a debt assumption agreement (the "Debt Assumption Agreement") to consolidate all such obligations with SCHMID, so that SCHMID has become the sole debtor in respect of such obligations.
WHEREAS, SCHMID has thus outstanding payment obligations against AS in a total amount of EUR 13,850,000 (the "Outstanding Claims").
WHEREAS, SCHMID and AS also intend to enter into a subscription agreement on or about the date of this Agreement (the “Subscription Agreement”), pursuant to which SCHMID will agree to issue ordinary shares in its share capital at a share price as set out in such Subscription Agreement (the “Subscribed Shares”) to AS.
WHEREAS, in order to enable the set-off of the Outstanding Claims against the subscription price of the Subscribed Shares, the Parties hereto enter into this Agreement as follows:
| 1. | Share Transfer for Discharge of the Outstanding Claims through Set-off |
| 1.1. | Upon the Closing (as defined in the Subscription Agreement) and the legal and successful issuance of the Subscribed Shares by SCHMID to AS in accordance with the terms and conditions of the Subscription Agreement, SCHMID and AS agree that all Outstanding Claims shall be fully satisfied and irrevocably discharged (the "Share Transfer"). |
| 1.2. | AS shall provide any required technical documentation to SCHMID that SCHMID reasonably requests, to facilitate the issuance of the Subscribed Shares to AS though Dutch notarial deeds and the registration of the ownership of AS of the Subscribed Shares with SCHMID Group's share transfer agent Continental Stock Transfer & Trust Company ("Continental"). |
| 1.3. | Upon completion of the Share Transfer through Continental, AS shall become the sole legal and beneficial owner of the Subscribed Shares through an entry in the share registry at Continental. AS shall not assert any further claims against SCHMID in respect of the Outstanding Claims. |
| 1.4. | AS agrees and acknowledges that the Subscribed Shares will be issued to AS based on a private placement exemption from applicable U.S. securities laws and will not be immediately registered under the U.S. Securities Act of 1933 and thus are not available for trading on the Nasdaq or any other stock exchange at the time of this Agreement. |
| 1.5. | The Share Transfer and set-off of the Outstanding Claims is contingent on the authorization of the issuance of the Subscribed Shares by the shareholders meeting of SCHMID, which is contemplated to be held on May 20, 2026. |
| 2. | Miscellaneous |
| 2.1. | This Agreement and all claims or causes of action based upon, arising out of, or related to this Agreement or the Transaction shall be governed by and construed in accordance with the Laws of Germany without regard to the conflict of laws principles thereof. The exclusive place of jurisdiction for all disputes under or in connection with this Agreement is Stuttgart, Germany. |
| 2.2. | This Agreement may be executed in counterparts (including by means of facsimile or scanned and emailed signature pages), any one of which need not contain the signatures of more than one Party, but all such counterparts taken together shall constitute one and the same agreement. |
[Signature pages follow]
-2-
| SCHMID Group N.V. | ||
| By: | /s/ Arthur Schuetz | |
| Name: | Arthur Schuetz | |
| Title: | CFO SCHMID Group N.V. | |
Anette Schmid
| By: | /s/ Anette Schmid |
Exhibit 10.6
SET-OFF AGREEMENT
This Agreement on the issuance of shares against set-off of payment obligations (the "Agreement") is made and entered into as of 24 April 2026 (the "Effective Date")
BY AND AMONG
| (1) | SCHMID Group N.V., a Dutch public limited liability company with its registered address at Robert-Bosch-Str. 32-36, 72250 Freudenstadt, Germany ("SCHMID"), and |
| (2) | Christian Schmid (“CS” and together with SCHMID, the "Parties"), |
RECITALS
WHEREAS, certain payment obligations of Gebr. Schmid GmbH, a subsidiary of SCHMID, to CS have been assumed by SCHMID by entering into a debt assumption agreement (the "Debt Assumption Agreement") to consolidate all such obligations with SCHMID, so that SCHMID has become the sole debtor in respect of such obligations.
WHEREAS, SCHMID has thus outstanding payment obligations against CS in a total amount of EUR 8,000,000 (the "Outstanding Claims").
WHEREAS, SCHMID and CS also intend to enter into a subscription agreement on or about the date of this Agreement (the “Subscription Agreement”), pursuant to which SCHMID will agree to issue ordinary shares in its share capital at a share price as set out in such Subscription Agreement (the “Subscribed Shares”) to CS.
WHEREAS, in order to enable the set-off of the Outstanding Claims against the subscription price of the Subscribed Shares, the Parties hereto enter into this Agreement as follows:
| 1. | Share Transfer for Discharge of the Outstanding Claims through Set-off |
| 1.1. | Upon the Closing (as defined in the Subscription Agreement) and the legal and successful issuance of the Subscribed Shares by SCHMID to CS in accordance with the terms and conditions of the Subscription Agreement, SCHMID and CS agree that all Outstanding Claims shall be fully satisfied and irrevocably discharged (the "Share Transfer"). |
| 1.2. | CS shall provide any required technical documentation to SCHMID that SCHMID reasonably requests, to facilitate the issuance of the Subscribed Shares to CS though Dutch notarial deeds and the registration of the ownership of CS of the Subscribed Shares with SCHMID Group's share transfer agent Continental Stock Transfer & Trust Company ("Continental"). |
| 1.3. | Upon completion of the Share Transfer through Continental, CS shall become the sole legal and beneficial owner of the Subscribed Shares through an entry in the share registry at Continental. CS shall not assert any further claims against SCHMID in respect of the Outstanding Claims. |
| 1.4. | CS agrees and acknowledges that the Subscribed Shares will be issued to CS based on a private placement exemption from applicable U.S. securities laws and will not be immediately registered under the U.S. Securities Act of 1933 and thus are not available for trading on the Nasdaq or any other stock exchange at the time of this Agreement. |
-1-
| 1.5. | The Share Transfer and set-off of the Outstanding Claims is contingent on the authorization of the issuance of the Subscribed Shares by the shareholders meeting of SCHMID, which is contemplated to be held on May 20, 2026. |
| 2. | Miscellaneous |
| 2.1. | This Agreement and all claims or causes of action based upon, arising out of, or related to this Agreement or the Transaction shall be governed by and construed in accordance with the Laws of Germany without regard to the conflict of laws principles thereof. The exclusive place of jurisdiction for all disputes under or in connection with this Agreement is Stuttgart, Germany. |
| 2.2. | This Agreement may be executed in counterparts (including by means of facsimile or scanned and emailed signature pages), any one of which need not contain the signatures of more than one Party, but all such counterparts taken together shall constitute one and the same agreement. |
[Signature pages follow]
-2-
| SCHMID Group N.V. | ||
| By: | /s/ Arthur Schuetz | |
| Name: | Arthur Schuetz | |
| Title: | CFO SCHMID Group N.V. | |
Christian Schmid
| By: | /s/ Christian Schmid |
-3-
Exhibit 10.7
SET-OFF AGREEMENT
This Agreement on the issuance of shares against set-off of payment obligations (the "Agreement") is made and entered into as of 24 April 2026 (the "Effective Date")
BY AND AMONG
| (1) | SCHMID Group N.V., a Dutch public limited liability company with its registered address at Robert-Bosch-Str. 32-36, 72250 Freudenstadt, Germany ("SCHMID"), and |
| (2) | Christine Schmid (“CS” and together with SCHMID, the "Parties"), |
RECITALS
WHEREAS, certain payment obligations of Gebr. Schmid GmbH, a subsidiary of SCHMID, to CS have been assumed by SCHMID by entering into a debt assumption agreement (the "Debt Assumption Agreement") to consolidate all such obligations with SCHMID, so that SCHMID has become the sole debtor in respect of such obligations.
WHEREAS, SCHMID has thus outstanding payment obligations against CS in a total amount of EUR 2,400,000 (the "Outstanding Claims").
WHEREAS, SCHMID and CS also intend to enter into a subscription agreement on or about the date of this Agreement (the “Subscription Agreement”), pursuant to which SCHMID will agree to issue ordinary shares in its share capital at a share price as set out in such Subscription Agreement (the “Subscribed Shares”) to CS.
WHEREAS, in order to enable the set-off of the Outstanding Claims against the subscription price of the Subscribed Shares, the Parties hereto enter into this Agreement as follows:
| 1. | Share Transfer for Discharge of the Outstanding Claims through Set-off |
| 1.1. | Upon the Closing (as defined in the Subscription Agreement) and the legal and successful issuance of the Subscribed Shares by SCHMID to CS in accordance with the terms and conditions of the Subscription Agreement, SCHMID and CS agree that all Outstanding Claims shall be fully satisfied and irrevocably discharged (the "Share Transfer"). |
| 1.2. | CS shall provide any required technical documentation to SCHMID that SCHMID reasonably requests, to facilitate the issuance of the Subscribed Shares to CS though Dutch notarial deeds and the registration of the ownership of CS of the Subscribed Shares with SCHMID Group's share transfer agent Continental Stock Transfer & Trust Company ("Continental"). |
| 1.3. | Upon completion of the Share Transfer through Continental, CS shall become the sole legal and beneficial owner of the Subscribed Shares through an entry in the share registry at Continental. CS shall not assert any further claims against SCHMID in respect of the Outstanding Claims. |
| 1.4. | CS agrees and acknowledges that the Subscribed Shares will be issued to CS based on a private placement exemption from applicable U.S. securities laws and will not be immediately registered under the U.S. Securities Act of 1933 and thus are not available for trading on the Nasdaq or any other stock exchange at the time of this Agreement. |
-1-
| 1.5. | The Share Transfer and set-off of the Outstanding Claims is contingent on the authorization of the issuance of the Subscribed Shares by the shareholders meeting of SCHMID, which is contemplated to be held on May 20, 2026. |
| 2. | Miscellaneous |
| 2.1. | This Agreement and all claims or causes of action based upon, arising out of, or related to this Agreement or the Transaction shall be governed by and construed in accordance with the Laws of Germany without regard to the conflict of laws principles thereof. The exclusive place of jurisdiction for all disputes under or in connection with this Agreement is Stuttgart, Germany. |
| 2.2. | This Agreement may be executed in counterparts (including by means of facsimile or scanned and emailed signature pages), any one of which need not contain the signatures of more than one Party, but all such counterparts taken together shall constitute one and the same agreement. |
[Signature pages follow]
-2-
| SCHMID Group N.V. | ||
| By: | /s/ Arthur Schuetz | |
| Name: | Arthur Schuetz | |
| Title: | CFO SCHMID Group N.V. | |
Christine Schmid
| By: | /s/ Christine Schmid |
Exhibit 10.8
SET-OFF AGREEMENT
This Agreement on the issuance of shares against set-off of payment obligations (the "Agreement") is made and entered into as of 24 April 2026 (the "Effective Date")
BY AND AMONG
| (1) | SCHMID Group N.V., a Dutch public limited liability company with its registered address at Robert-Bosch-Str. 32-36, 72250 Freudenstadt, Germany ("SCHMID"), and |
| (2) | Schmid Grundstücke GmbH & Co KG, Robert-Bosch-Str. 32 – 36, 72250 Freudenstadt, Germany (“SGK” and together with SCHMID, the "Parties"), |
RECITALS
WHEREAS, certain payment obligations of Gebr. Schmid GmbH, a subsidiary of SCHMID, to SGK have been assumed by SCHMID by entering into a debt assumption agreement (the "Debt Assumption Agreement") to consolidate all such obligations with SCHMID, so that SCHMID has become the sole debtor in respect of such obligations.
WHEREAS, SCHMID has thus outstanding payment obligations against SGK in a total amount of EUR 6,500,000 (the "Outstanding Claims").
WHEREAS, SCHMID and SGK also intend to enter into a subscription agreement on or about the date of this Agreement (the “Subscription Agreement”), pursuant to which SCHMID will agree to issue ordinary shares in its share capital at a share price as set out in such Subscription Agreement (the “Subscribed Shares”) to SGK.
WHEREAS, in order to enable the set-off of the Outstanding Claims against the subscription price of the Subscribed Shares, the Parties hereto enter into this Agreement as follows:
| 1. | Share Transfer for Discharge of the Outstanding Claims through Set-off |
| 1.1. | Upon the Closing (as defined in the Subscription Agreement) and the legal and successful issuance of the Subscribed Shares by SCHMID to SGK in accordance with the terms and conditions of the Subscription Agreement, SCHMID and SGK agree that all Outstanding Claims shall be fully satisfied and irrevocably discharged (the "Share Transfer"). |
| 1.2. | SGK shall provide any required technical documentation to SCHMID that SCHMID reasonably requests, to facilitate the issuance of the Subscribed Shares to SGK though Dutch notarial deeds and the registration of the ownership of SGK of the Subscribed Shares with SCHMID Group's share transfer agent Continental Stock Transfer & Trust Company ("Continental"). |
| 1.3. | Upon completion of the Share Transfer through Continental, SGK shall become the sole legal and beneficial owner of the Subscribed Shares through an entry in the share registry at Continental. SGK shall not assert any further claims against SCHMID in respect of the Outstanding Claims. |
| 1.4. | SGK agrees and acknowledges that the Subscribed Shares will be issued to SGK based on a private placement exemption from applicable U.S. securities laws and will not be immediately registered under the U.S. Securities Act of 1933 and thus are not available for trading on the Nasdaq or any other stock exchange at the time of this Agreement. |
-1-
| 1.5. | The Share Transfer and set-off of the Outstanding Claims is contingent on the authorization of the issuance of the Subscribed Shares by the shareholders meeting of SCHMID, which is contemplated to be held on May 20, 2026. |
| 2. | Miscellaneous |
| 2.1. | This Agreement and all claims or causes of action based upon, arising out of, or related to this Agreement or the Transaction shall be governed by and construed in accordance with the Laws of Germany without regard to the conflict of laws principles thereof. The exclusive place of jurisdiction for all disputes under or in connection with this Agreement is Stuttgart, Germany. |
| 2.2. | This Agreement may be executed in counterparts (including by means of facsimile or scanned and emailed signature pages), any one of which need not contain the signatures of more than one Party, but all such counterparts taken together shall constitute one and the same agreement. |
[Signature pages follow]
-2-
| SCHMID Group N.V. | ||
| By: | /s/ Arthur Schuetz | |
| Name: | Arthur Schuetz | |
| Title: | CFO SCHMID Group N.V. | |
Schmid Grundstücke GmbH & Co KG
| By: | /s/ Anette Schmid |
| Anette Schmid as managing director with sole power of representation of Schmid Grundstücksverwaltungs GmbH, acting as the sole general partner of Schmid Grundstücke |
Exhibit 10.9
DEBT ASSUMPTION AGREEMENT
This Agreement on the assumption of certain payment obligations of Gebr. Schmid GmbH by SCHMID Group N.V. (the "Agreement") is made and entered into as of 24 April 2026 (the "Effective Date")
BY AND AMONG
| (1) | SCHMID Group N.V., a Dutch public limited liability company with its registered address at Robert-Bosch-Str. 32-36, 72250 Freudenstadt, Germany ("SCHMID"), |
| (2) | Gebr. Schmid GmbH, a German limited liability company with its registered address at Robert-Bosch-Str. 32-36, 72250 Freudenstadt, Germany (the "Gebr. Schmid GmbH"), and |
| (3) | Anette Schmid ("AS"), (together the "Parties" and each a "Party"). |
RECITALS
WHEREAS, Gebr. Schmid GmbH has entered into loan agreements with AS as set out in Schedule A hereto;
WHEREAS, the Parties intend to agree in a set-off agreement and a subscription agreement to set-off a total of EUR 13,850,000 of payment obligations (as set out in Schedule A, the "Outstanding Claims") of AS against the issuance of shares by SCHMID.
NOW, THEREFORE, the Parties hereto agree as follows:
| 1. | The Parties agree that on and from the Effective Date, (a) SCHMID agrees to assume all Outstanding Claims as set out in Schedule A of Gebr. Schmid GmbH to AS and that SCHMID is substituted for Gebr. Schmid GmbH as a party against consideration from Gebr. Schmid GmbH as set out in Clause 2, (b) AS irrevocably and unconditionally releases Gebr. Schmid GmbH from all Outstanding Claims, whether present or future, actual or contingent, as set out in Schedule A. |
| 2. | AS agrees to the assumption of debt by SCHMID of the Outstanding Claims and agrees to the release of all obligations of Gebr. Schmid GmbH in relation to the Outstanding Claims. |
| 3. | In consideration of the assumption of the Outstanding Claims by SCHMID from Gebr. Schmid GmbH, SCHMID hereby grants a loan in the principal amount of EUR 13,850,000 to Gebr. Schmid GmbH at an interest rate of 1% above the 3-month Euribor p.a. with such loan maturing on 31 December 2026 and with such loan being automatically extended by 12 months unless Gebr. Schmid GmbH provides a written termination notice to SCHMID until at least 6 months prior to the applicable maturity date. |
| 4. | This Agreement and all claims or causes of action based upon, arising out of, or related to this Agreement or the Transaction shall be governed by and construed in accordance with the Laws of Germany without regard to the conflict of laws principles thereof. The exclusive place of jurisdiction for all disputes under or in connection with this Agreement is Stuttgart, Germany. |
| 5. | This Agreement may be executed in counterparts (including by means of facsimile or scanned and emailed signature pages), any one of which need not contain the signatures of more than one Party, but all such counterparts taken together shall constitute one and the same agreement. |
[Signature pages follow]
-1-
| SCHMID Group N.V. | ||
| By: | /s/ Arthur Schuetz | |
| Name: | Arthur Schuetz | |
| Title: | CFO SCHMID Group N.V. | |
| Gebr. Schmid GmbH | ||
| By: | /s/ Julia Natterer | |
| Name: | Julia Natterer | |
| Title: | CFO Gebr. SCHMID GmbH | |
Anette Schmid
| By: | /s/ Anette Schmid |
-2-
Schedule A
The Outstanding Claims include:
| · | EUR 13,000,000.00 as the full principal amount as set out in the loan agreement between Anette Schmid and Gebr. Schmid GmbH dated 31 December 2024. |
| · | EUR 850,000.00 outstanding under the revolving credit agreement between Anette Schmid and Gebr. Schmid GmbH dated 31 December 2024 (for the avoidance of doubt, such EUR 850,000.00 only constitute a partial amount outstanding under this agreement) |
-3-
Exhibit 10.10
DEBT ASSUMPTION AGREEMENT
This Agreement on the assumption of certain payment obligations of Gebr. Schmid GmbH by SCHMID Group N.V. (the "Agreement") is made and entered into as of 24 April 2026 (the "Effective Date")
BY AND AMONG
| (1) | SCHMID Group N.V., a Dutch public limited liability company with its registered address at Robert-Bosch-Str. 32-36, 72250 Freudenstadt, Germany ("SCHMID"), |
| (2) | Gebr. Schmid GmbH, a German limited liability company with its registered address at Robert-Bosch-Str. 32-36, 72250 Freudenstadt, Germany (the "Gebr. Schmid GmbH"), and |
| (3) | Christian Schmid ("CS"), (together the "Parties" and each a "Party"). |
RECITALS
WHEREAS, Gebr. Schmid GmbH has entered into loan agreements with CS as set out in Schedule A hereto;
WHEREAS, the Parties intend to agree in a set-off agreement and a subscription agreement to set-off a total of EUR 8,000,000 of payment obligations (as set out in Schedule A, the "Outstanding Claims") of CS against the issuance of shares by SCHMID.
NOW, THEREFORE, the Parties hereto agree as follows:
| 1. | The Parties agree that on and from the Effective Date, (a) SCHMID agrees to assume all Outstanding Claims as set out in Schedule A of Gebr. Schmid GmbH to CS and that SCHMID is substituted for Gebr. Schmid GmbH as a party against consideration from Gebr. Schmid GmbH as set out in Clause 2, (b) CS irrevocably and unconditionally releases Gebr. Schmid GmbH from all Outstanding Claims, whether present or future, actual or contingent, as set out in Schedule A. |
| 2. | CS agrees to the assumption of debt by SCHMID of the Outstanding Claims and agrees to the release of all obligations of Gebr. Schmid GmbH in relation to the Outstanding Claims. |
| 3. | In consideration of the assumption of the Outstanding Claims by SCHMID from Gebr. Schmid GmbH, SCHMID hereby grants a loan in the principal amount of EUR 8,000,000 to Gebr. Schmid GmbH at an interest rate of 1% above the 3-month Euribor p.a. with such loan maturing on 31 December 2026 and with such loan being automatically extended by 12 months unless Gebr. Schmid GmbH provides a written termination notice to SCHMID until at least 6 months prior to the applicable maturity date. |
| 4. | This Agreement and all claims or causes of action based upon, arising out of, or related to this Agreement or the Transaction shall be governed by and construed in accordance with the Laws of Germany without regard to the conflict of laws principles thereof. The exclusive place of jurisdiction for all disputes under or in connection with this Agreement is Stuttgart, Germany. |
| 5. | This Agreement may be executed in counterparts (including by means of facsimile or scanned and emailed signature pages), any one of which need not contain the signatures of more than one Party, but all such counterparts taken together shall constitute one and the same agreement. |
[Signature pages follow]
-1-
| SCHMID Group N.V. | ||
| By: | /s/ Arthur Schuetz | |
| Name: | Arthur Schuetz | |
| Title: | CFO SCHMID Group N.V. | |
| Gebr. Schmid GmbH | ||
| By: | /s/ Julia Natterer | |
| Name: | Julia Natterer | |
| Title: | CFO Gebr. SCHMID GmbH | |
Christian Schmid
| By: | /s/ Christian Schmid |
-2-
Schedule A
The Outstanding Claims include:
| · | EUR 8,000,000.00 as the full principal amount as set out in the loan agreement between Christian Schmid and Gebr. Schmid GmbH dated 31 December 2016. |
-3-
Exhibit 10.11
DEBT ASSUMPTION AGREEMENT
This Agreement on the assumption of certain payment obligations of Gebr. Schmid GmbH by SCHMID Group N.V. (the "Agreement") is made and entered into as of 24 April 2026 (the "Effective Date")
BY AND AMONG
| (1) | SCHMID Group N.V., a Dutch public limited liability company with its registered address at Robert-Bosch-Str. 32-36, 72250 Freudenstadt, Germany ("SCHMID"), |
| (2) | Gebr. Schmid GmbH, a German limited liability company with its registered address at Robert-Bosch-Str. 32-36, 72250 Freudenstadt, Germany (the "Gebr. Schmid GmbH"), and |
| (3) | Christine Schmid ("CS"), (together the "Parties" and each a "Party"). |
RECITALS
WHEREAS, Gebr. Schmid GmbH has entered into loan agreements with CS as set out in Schedule A hereto;
WHEREAS, the Parties intend to agree in a set-off agreement and a subscription agreement to set-off a total of EUR 2,400,000 of payment obligations (as set out in Schedule A, the "Outstanding Claims") of CS against the issuance of shares by SCHMID.
NOW, THEREFORE, the Parties hereto agree as follows:
| 1. | The Parties agree that on and from the Effective Date, (a) SCHMID agrees to assume all Outstanding Claims as set out in Schedule A of Gebr. Schmid GmbH to CS and that SCHMID is substituted for Gebr. Schmid GmbH as a party against consideration from Gebr. Schmid GmbH as set out in Clause 2, (b) CS irrevocably and unconditionally releases Gebr. Schmid GmbH from all Outstanding Claims, whether present or future, actual or contingent, as set out in Schedule A. |
| 2. | CS agrees to the assumption of debt by SCHMID of the Outstanding Claims and agrees to the release of all obligations of Gebr. Schmid GmbH in relation to the Outstanding Claims. |
| 3. | In consideration of the assumption of the Outstanding Claims by SCHMID from Gebr. Schmid GmbH, SCHMID hereby grants a loan in the principal amount of EUR 2,400,000 to Gebr. Schmid GmbH at an interest rate of 1% above the 3-month Euribor p.a. with such loan maturing on 31 December 2026 and with such loan being automatically extended by 12 months unless Gebr. Schmid GmbH provides a written termination notice to SCHMID until at least 6 months prior to the applicable maturity date. |
| 4. | This Agreement and all claims or causes of action based upon, arising out of, or related to this Agreement or the Transaction shall be governed by and construed in accordance with the Laws of Germany without regard to the conflict of laws principles thereof. The exclusive place of jurisdiction for all disputes under or in connection with this Agreement is Stuttgart, Germany. |
| 5. | This Agreement may be executed in counterparts (including by means of facsimile or scanned and emailed signature pages), any one of which need not contain the signatures of more than one Party, but all such counterparts taken together shall constitute one and the same agreement. |
[Signature pages follow]
-1-
| SCHMID Group N.V. | ||
| By: | /s/ Arthur Schuetz | |
| Name: | Arthur Schuetz | |
| Title: | CFO SCHMID Group N.V. | |
| Gebr. Schmid GmbH | ||
| By: | /s/ Julia Natterer | |
| Name: | Julia Natterer | |
| Title: | CFO Gebr. SCHMID GmbH | |
Christine Schmid
| By: | /s/ Christine Schmid |
-2-
Schedule A
The Outstanding Claims include:
| · | EUR 2,000,000.00 as the full principal amount as set out in the loan agreement between Christine Schmid and Gebr. Schmid GmbH dated 31 December 2024. |
| · | EUR 400,000.00 outstanding under a loan agreement (Rückzahlungsvereinbarung) between Christine Schmid and Gebr. Schmid GmbH dated 31 December 2024 (for the avoidance of doubt, such EUR 400,000.00 only constitute a partial amount outstanding under this agreement) |
-3-
Exhibit 10.12
DEBT ASSUMPTION AGREEMENT
This Agreement on the assumption of certain payment obligations of Gebr. Schmid GmbH by SCHMID Group N.V. (the "Agreement") is made and entered into as of 24 April 2026 (the "Effective Date")
BY AND AMONG
| (1) | SCHMID Group N.V., a Dutch public limited liability company with its registered address at Robert-Bosch-Str. 32-36, 72250 Freudenstadt, Germany ("SCHMID"), |
| (2) | Gebr. Schmid GmbH, a German limited liability company with its registered address at Robert-Bosch-Str. 32-36, 72250 Freudenstadt, Germany (the "Gebr. Schmid GmbH"), and |
| (3) | Schmid Grundstücke GmbH & Co KG, a German company with its registered address at Rober-Bosch-Str. 32 – 36, 72250 Freudenstadt, Germany ("SGK"), (together the "Parties" and each a "Party"). |
RECITALS
WHEREAS, Gebr. Schmid GmbH has entered into loan agreements with SGK as set out in Schedule A hereto;
WHEREAS, the Parties intend to agree in a set-off agreement and a subscription agreement to set-off a total of EUR 6,500,000 of payment obligations (as set out in Schedule A, the "Outstanding Claims") of SGK against the issuance of shares by SCHMID.
NOW, THEREFORE, the Parties hereto agree as follows:
| 1. | The Parties agree that on and from the Effective Date, (a) SCHMID agrees to assume all Outstanding Claims as set out in Schedule A of Gebr. Schmid GmbH to SGK and that SCHMID is substituted for Gebr. Schmid GmbH as a party against consideration from Gebr. Schmid GmbH as set out in Clause 2, (b) SGK irrevocably and unconditionally releases Gebr. Schmid GmbH from all Outstanding Claims, whether present or future, actual or contingent, as set out in Schedule A. |
| 2. | SGK agrees to the assumption of debt by SCHMID of the Outstanding Claims and agrees to the release of all obligations of Gebr. Schmid GmbH in relation to the Outstanding Claims. |
| 3. | In consideration of the assumption of the Outstanding Claims by SCHMID from Gebr. Schmid GmbH, SCHMID hereby grants a loan in the principal amount of EUR 6,500,000 to Gebr. Schmid GmbH at an interest rate of 1% above the 3-month Euribor p.a. with such loan maturing on 31 December 2026 and with such loan being automatically extended by 12 months unless Gebr. Schmid GmbH provides a written termination notice to SCHMID until at least 6 months prior to the applicable maturity date. |
| 4. | This Agreement and all claims or causes of action based upon, arising out of, or related to this Agreement or the Transaction shall be governed by and construed in accordance with the Laws of Germany without regard to the conflict of laws principles thereof. The exclusive place of jurisdiction for all disputes under or in connection with this Agreement is Stuttgart, Germany. |
| 5. | This Agreement may be executed in counterparts (including by means of facsimile or scanned and emailed signature pages), any one of which need not contain the signatures of more than one Party, but all such counterparts taken together shall constitute one and the same agreement. |
[Signature pages follow]
-1-
| SCHMID Group N.V. | ||
| By: | /s/ Arthur Schuetz | |
| Name: Arthur Schuetz | ||
| Title: CFO SCHMID Group N.V. | ||
| Gebr. Schmid GmbH | ||
| By: | /s/ Julia Natterer | |
| Name: Julia Natterer | ||
| Title: CFO Gebr. SCHMID GmbH | ||
| Schmid Grundstücke GmbH & Co KG | ||
| By: | /s/ Anette Schmid | |
| Anette Schmid as managing director with sole power of representation of Schmid Grundstücksverwaltungs GmbH, acting as the sole general partner of Schmid Grundstücke | ||
-2-
Schedule A
The Outstanding Claims include:
| · | EUR 5,000,000.00 outstanding under the loan agreement between Schmid Grundstücke GmbH & Co KG and Gebr. Schmid GmbH dated 31 December 2024 (for the avoidance of doubt, such EUR 5,000,000.00 only constitute a partial amount outstanding under this agreement). |
| · | EUR 1,500,000.00 outstanding under the revolving credit agreement between Schmid Grundstücke GmbH & Co KG and Gebr. Schmid GmbH dated 31 December 2024 (for the avoidance of doubt, such EUR 1,500,000.00 only constitute a partial amount outstanding under this agreement) |
-3-
Exhibit 10.13
1
SHARE INCENTIVE
PLAN
SCHMID GROUP N.V.
| 1. | INTRODUCTION |
| 1.1 | This document sets out the Company's share incentive plan for employees, officers and directors who qualify as Eligible Participants. |
| 1.2 | The main purposes of this Plan are: |
| a. | to attract, retain and motivate Participants with the qualities, skills and experience needed to support and promote the growth and sustainable success of the Company and its business; and |
| b. | to incentivize Participants to perform at the highest level and to further the best interests of the Company, its business and its stakeholders. |
| 1.3 | This Plan is effective as of the date on which it is approved by a majority of the shareholders of the Company. |
| 2. | DEFINITIONS AND INTERPRETATION |
| 2.1 | In this Plan the following definitions shall apply: |
| Applicable Laws | The requirements relating to the administration of equity-based awards under Dutch corporate law, U.S. federal and state securities laws, the IRC, any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan. |
| Article | An article of this Plan. |
| Award | A grant under this Plan in the form of one or more Unrestricted Shares. |
| Award Agreement | A written agreement between the Company and a Participant, substantially in the form of Annex A to this Plan, evidencing the grant of an Award to such Participant and containing such terms as the Committee may determine, consistent with and subject to the terms of this Plan. |
| Bad Leaver | A Participant who ceases to be an Eligible Participant for Cause, including a situation where the Participant resigns and the Committee determines that an event has occurred with respect to that Participant which constitutes Cause. |
| Board of Directors | The Company's board of directors. |
2
| Cause | With respect to a Participant, "cause" as defined in such Participant's employment, service or consulting agreement with the Company or a Subsidiary, or if not so defined (and unless determined otherwise in the applicable Award Agreement or by the Committee): |
| a. | such Participant's indictment for any crime which (i) constitutes a felony, (ii) has, or could reasonably be expected to have, an adverse impact on the performance of such Participant's services to the Company and/or any Subsidiary or (iii) has, or could reasonably be expected to have, an adverse impact on the business and/or reputation of the Company and/or any Subsidiary; |
| b. | such Participant having been the subject of any order, judicial or administrative, obtained or issued by any governmental or regulatory body for any securities laws violation involving fraud, market manipulation, insider trading and/or unlawful dissemination of non-public price-sensitive information; |
| c. | such Participant's willful violation of the Company's code of conduct, insider trading policy or other internal policies and regulations established by the Company and/or any Subsidiary, in each case to the extent applicable to the Participant concerned; |
| d. | gross negligence or willful misconduct in the performance of such Participant's duties for the Company and/or any Subsidiary or willful or repeated failure or refusal to perform such duties; |
| e. | material breach by such Participant of any employment, service, consulting or other agreement entered into between such Participant on the one hand and the Company and/or any Subsidiary on the other; |
| f. | conduct by such Participant which should be considered as an urgent cause within the meaning of Section 7:678 DCC, irrespective of whether that provision applies to such Participant's relationship with the Company and/or any Subsidiary; and |
| g. | such other acts or omissions to act by such Participant as reasonably determined by the Committee, |
provided that the occurrence of an event described in paragraphs c. through e. above shall only constitute Cause if and when such event has not been cured or remedied by the relevant Participant within thirty days after the Company has provided written notice to such Participant.
| Change of Control | The occurrence of any one or more of the following events: |
| a. | the direct or indirect change in ownership or control of the Company effected through one transaction, or a series of related transactions within a twelve-month period, as a result of which any Person or group of Persons acting in concert, directly or indirectly acquires (i) beneficial ownership of more than half of the Company's issued share capital and/or (ii) the ability to cast more than half of the voting rights in the General Meeting; |
3
| b. | the consummation of a merger, demerger or business combination of the Company or any Subsidiary with another Person, unless such transaction results in the shares in the Company's capital outstanding immediately prior to the consummation of such transaction continuing to represent (either by remaining outstanding or by being converted into, or exchanged for, voting securities of the surviving or acquiring Person or a parent thereof) at least half of the voting rights in the General Meeting or in the shareholders' meeting of such surviving or acquiring Person or parent outstanding immediately after the consummation of such transaction; |
| c. | the consummation of any sale, lease, exchange or other transfer to any Person or group of Persons acting in concert, not being Subsidiaries, in one transaction or a series of related transactions within a twelve-month period, of all or substantially all of the business of the Company and its Subsidiaries; or |
| d. | subject to Article 9, such other event which the Committee determines to constitute a change of control in respect of the Company. |
| Committee | The Compensation Committee of the Board of Directors or such other committee or individuals satisfying Applicable Laws appointed by the Board of Directors in accordance with Article 3. |
| Company | SCHMID Group N.V. | |
| DCC | The Dutch Civil Code. | |
| Eligible Participant | Any Executive Officer, any member of the Board of Directors or an Employee. | |
| Employee | Any Person, other than an Executive Officer or a member of the Board of Directors, who is an employee or officer of the Company and/or a Subsidiary. | |
| Executive Officer | An executive officer of the Company. | |
| Exercise Date | The date on which an Award is duly exercised by or on behalf of the Participant concerned. | |
| Exercise Price | The exercise price applicable to an Award. | |
| FMV | The closing price of a Share on the relevant date (or, if there is no reported sale of Shares on such date, on the last preceding date on which any such reported sale occurred) on the principal stock exchange where Shares have been admitted for trading, unless determined otherwise by the Committee. | |
| General Meeting | The Company's general meeting of shareholders. |
4
| Good Leaver | A Participant who ceases to be an Eligible Participant and who is not a Bad Leaver. | |
| Grant Date | The date on which the Committee decides to grant an Award, or such other effective date applicable to such Award as may be determined by the Committee. | |
| Participant | The holder of an Award, including, as the context may require, the rightful heir(s) of a previous holder of such Award having acquired such Award as a result of the death of such previous holder. | |
| Performance Criteria | The performance criteria applicable to an Award. | |
| Person | A natural person. | |
| Plan | This share incentive plan. | |
| Plan Share | A Share underlying an Award. |
| Replacement Award | An Award granted in assumption of, or in substitution or exchange for, long-term incentive awards previously granted by a Person acquired (or whose business is acquired) by the Company or a Subsidiary or with which the Company or a Subsidiary merges or forms a business combination, as reasonably determined by the Committee. |
| Section 409A IRC | Section 409A of the United States Internal Revenue Code of 1986, as amended, and the rules, regulations and guidance promulgated pursuant thereto; any reference to a provision in this Code shall include any successor provision thereto. |
| Section 457A IRC | Section 457A of the United States Internal Revenue Code of 1986, as amended, and the rules, regulations and guidance promulgated pursuant thereto; any reference to a provision in this Code shall include any successor provision thereto. |
| Share | An ordinary share in the Company's capital. |
| Subsidiary | A subsidiary of the Company within the meaning of Section 2:24a DCC. |
| Unrestricted Shares | Plan Shares free of any restrictions. |
| 2.2 | References to statutory provisions are to those provisions as they are in force from time to time. |
| 2.3 | Terms that are defined in the singular have a corresponding meaning in the plural. |
| 2.4 | Words denoting a gender include each other gender. |
| 2.5 | Except as otherwise required by law, the terms "written" and "in writing" include the use of electronic means of communication. |
5
| 3. | ADMINISTRATION |
| 3.1 | This Plan shall be administered by the Committee. The Committee shall have such authority and be responsible for such functions as the Board of Directors has assigned to it. The Committee's powers and authorities under this Plan include the authority to perform the following matters, in each case consistent with and subject to the terms of this Plan: |
| a. | designating Persons to whom Awards are granted; |
| b. | deciding to grant Awards and executing Award Agreements; |
| c. | determining the form(s) and type(s) of Awards being granted and setting the terms and conditions applicable to such Awards, including (but not limited to): |
| i. | the number of Plan Shares underlying Awards; |
| ii. | the time(s) when Awards may be exercised or settled in whole or in part; |
| iii. | the Exercise Price of the Awards, including the method of calculation thereof; |
| iv. | whether, to which extent, and under which circumstances Awards may be exercised or settled in cash or assets (including other Awards), or a combination thereof, in lieu of Plan Shares and vice versa; |
| v. | whether, to which extent and under which circumstances Awards may be cancelled or suspended; |
| vi. | whether, to which extent and under which circumstances a Participant may designate another Person owned or controlled by him as recipient or beneficiary of his Awards; |
| vii. | whether and to which extent Awards are subject to Performance Criteria; |
| viii. | the method(s) by which Awards may be exercised, settled or cancelled; |
| ix. | whether, to which extent and under which circumstances, the exercise, settlement or cancellation of Awards may be deferred or suspended; |
| x. | apply a malus adjustment and/or a clawback as referred to in Article 13; |
| xi. | determine the leaver status of a Participant; |
| d. | amending or waiving the terms applicable to outstanding Awards (including Performance Criteria) if such amendment would materially and adversely affect the rights of the Participant(s) under such Awards, except to the extent that any such amendment is made to cause this Plan or the Awards concerned to comply with applicable law, stock exchange rules, accounting principles or tax rules and regulations; |
| e. | making any determination under, and interpreting the terms of, this Plan, any rules or regulations issued pursuant to this Plan and any Award Agreement; |
| f. | correcting any defect, supplying any omission or reconciling any inconsistency in the Plan or any Award Agreement and addressing/deciding on any matters or rules not provided for in this Plan; |
| g. | settling any dispute between the Company and any Participant (including any beneficiary of his Awards) regarding the administration and operation of this Plan, any rules or regulations issued pursuant to this Plan, and any Award Agreement entered into with such Participant; and |
| h. | making any other determination or taking any other action which the Committee considers to be necessary, useful or desirable in connection with the administration or operation of this Plan and deviating from the Plan where this is considered to be appropriate and reasonable. |
6
| 3.2 | The Committee may issue further rules and regulations for the administration and operation of this Plan, consistent with and subject to the terms of this Plan. |
| 3.3 | All decisions of the Committee shall be final, conclusive and binding upon the Company and the Participants (including beneficiaries of Awards). |
| 4. | AWARDS |
| 4.1 | Awards can only be granted to Eligible Participants. |
| 4.2 | No Award is intended to confer any rights on the relevant Participant except as set forth in the applicable Award Agreement. In particular, no Award should be construed as giving any Participant the right to remain employed by or to continue to provide services for the Company or any Subsidiary. |
| 4.3 | Awards shall be granted for no consideration or for such minimal cash consideration as may be required by applicable law. |
| 4.4 | Awards may be granted alone or in addition or in tandem with any other Award and/or any award under any other plan of the Company or any Subsidiary. Awards granted in addition or in tandem with any other Award and/or any award under any other plan of the Company or any Subsidiary may be granted simultaneously or at different times. |
| 4.5 | Each Award granted under this Plan must be accepted by the Eligible Participant. Acceptance of the Award must be done in writing or electronically by the within the timeframe prescribed by the Company in the Award Agreement. Upon acceptance of the Award, the Eligible Participant will qualify as a Participant under this Plan. |
| 4.6 | If an Award is not accepted within the prescribed timeframe, the Award shall lapse and be deemed to have never been granted to the Eligible Participant. Any partial or conditional rejection or acceptance of the Award by the Eligible Participant shall be deemed to be a rejection in whole and shall not qualify as an acceptance of the Award. Until an Award Agreement has been entered into between the Company and the relevant Participant, no rights can be derived from the Awards concerned by such Participant. |
| 4.7 | Plan Shares shall be delivered in such form(s) as may be determined by the Committee and shall be subject to such stop transfer orders and other restrictions as the Committee may deem required or advisable. Furthermore, the Committee may determine that certificates for such Shares shall bear an appropriate legend referring to the terms, conditions and restrictions applicable thereto. |
| 4.8 | The terms and conditions applicable to Awards, including the time(s) when Awards vest in whole or in part and any applicable Performance Criteria, shall be set by the Committee and may vary between Awards and between Participants, as the Committee deems appropriate. The Committee may also determine whether and under which circumstances Awards shall be settled automatically upon vesting, without being exercised by the Participant. |
| 4.9 | The term of an Award shall be determined by the Committee, but shall not exceed ten years from the applicable Grant Date. Unless determined otherwise by the Committee, if the exercise of an Award is prohibited by applicable law or the Company's insider trading policy on the last business day of the term of such Award, such term shall be extended for a period of one month following the end of such prohibition. |
| 4.10 | Unless determined otherwise by the Committee, Awards cannot be transferred, pledged or otherwise encumbered, except by testament or hereditary law as a result of death of the Participant concerned. |
7
| 4.11 | If, as a result of changes in applicable law, accounting principles or tax rules and regulations, or due to a variation of the composition of the Company's issued share capital (including a share split, reverse share split, redenomination of the nominal value, or as a result of a dividend or other distribution, reorganization, acquisition, merger, demerger, business combination or other transaction involving the Company or a Subsidiary), an adjustment to this Plan, any Award Agreement and/or outstanding Awards is necessary to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan, the Committee may adjust equitably any or all of: |
| a. | the number of Plan Shares available under this Plan; |
| b. | the number of Plan Shares underlying outstanding Awards; and/or |
| c. | the Exercise Price or other terms applicable to outstanding Awards. |
| 4.12 | Any rights, payments and benefits under any Award shall be subject to repayment and/or recoupment by the Company in accordance with applicable law, stock exchange rules and such policies and procedures as the Company may adopt from time to time. |
| 4.13 | The Company may withhold from any outstanding Award, any payment, issuance or transfer to be made under such Award, or any other compensation or amount owed by the Company to the Participant holding such Award, an amount (in cash, in assets, in the form of Shares or other Awards, or a combination thereof) equal to the withholding taxes and other costs due, or to be withheld, by the Company or any Subsidiary in respect of the grant, exercise or settlement of such Award. |
| 4.14 | Any Award under this Plan is subject to and governed by the terms and conditions of this Plan, the specific terms and conditions applicable to the Award as set out in the Award Agreement, and such other terms and conditions and criteria as the Board or the Committee may deem appropriate from time to time. |
| 4.15 | Neither the Awards, Shares, nor any other proceeds or payments following from participation in the Plan will form part of the Participant's regular income and will not be taken into account for the purpose of calculating any severance, resignation, redundancy, and/or service payments, bonuses, long service awards, pension or savings plan, disability or retirement benefits or similar payments. |
| 4.16 | Any Awards are made discretionary. Neither the designation as Participant nor the holding of Awards shall result in any right (legal or otherwise) to the continued grant of Awards, or alternative compensation. An Award in one year will not guarantee an Award in a subsequent year nor determine the level of any future Award. |
| 5. | TYPES OF AWARDS |
| 5.1 | The Committee may grant (or sell at par value, at FMV or such other Exercise Price determined by the Committee) an Award of Unrestricted Shares under the Plan, pursuant to which such Unrestricted Shares shall be free of any restrictions, fully vested and immediately salable and transferable once validly issued to the grantee under the Plan and accepted by the grantee in accordance with the terms of the Plan. |
| 5.2 | Awards may be granted in respect of past services (including as a bonus for past performance) or other valid consideration, or in lieu of cash compensation due to such grantee. |
| 5.3 | Awards may also be granted for future services, with the issuance of the Unrestricted Shares under such Awards being subject to the Performance Criteria or other conditions imposed by the Committee in accordance with the Plan. |
| 6. | PERFORMANCE CRITERIA |
| 6.1 | The Committee may condition the right of a Participant to exercise one or more of his Awards, and the timing thereof, upon the achievement or satisfaction of such Performance Criteria as may be determined by the Committee, within periods specified by the Committee. |
| 6.2 | If an Award is subject to Performance Criteria which must be achieved or satisfied within a period specified by the Committee for that purpose, such Award can only be exercised or settled at or after the end of that period. |
| 6.3 | Performance Criteria may be measured on an absolute or relative basis and may be established on a Company-wide basis or with respect to one or more business units, divisions, Subsidiaries and/or business segments. Relative performance may be measured against a group of peer companies determined by the Committee, financial market indices and/or other objective and quantifiable indices. Performance Criteria may relate to performance by the Company and/or by the Participant concerned. |
8
| 6.4 | If the Committee determines that a change in the business, operations, group structure or capital structure of the Company, or other events or circumstances, render certain Performance Criteria applicable to outstanding Awards unsuitable or inappropriate, the Committee may amend or waive such Performance Criteria, in whole or in part, as the Committee deems appropriate. |
| 7. | PLAN SHARES AVAILABLE FOR AWARDS |
| 7.1 | Subject to Articles 4.10 and 7.2, the Plan Shares underlying Awards which are not Replacement Awards, irrespective of whether such Awards have been settled, shall not exceed 2,500,000 Shares at any time. |
| 7.2 | Plan Shares underlying Awards, except for Replacement Awards, which expire, which are cancelled or otherwise terminated, or which are settled in cash or assets in lieu of Plan Shares, shall again be available under this Plan and shall not be counted towards the limit imposed by Article 7.1 |
| 8. | EXERCISE AND SETTLEMENT |
| 8.1 | The Committee shall determine the Exercise Price, provided that the Exercise Price for an Award which can be settled in the form of Plan Shares shall not be less than the aggregate nominal value of such Plan Shares. |
| 8.2 | Except for Awards granted for services granted to the Company or other valid consideration already received by the Company in accordance with Article 5, upon the exercise of an Award, the applicable Exercise Price must immediately be paid in cash, wire transfer of immediately available funds or by check payable to the order of the Company, provided that the Committee, subject to applicable law, may allow that such Exercise Price is satisfied on a cashless or net settlement basis, applying any of the following methods: |
| a. | by means of an immediate sale of Plan Shares underlying the Award concerned, with sale proceeds equal to the Exercise Price being paid to the Company on behalf of the relevant Participant and any remaining sale proceeds (less applicable costs and taxes, if any) being paid to such Participant; |
| b. | by means of the relevant Participant forfeiting his entitlement to receive part of the Plan Shares underlying the Award concerned at FMV on the Exercise Date and charging the aggregate nominal value of the remaining Plan Shares underlying such Award against the Company's reserves; |
| c. | by means of the relevant Participant surrendering his entitlement to receive part of the Plan Shares underlying the Award concerned at FMV on the Exercise Date, against the Company becoming due an equivalent amount to such Participant and setting off that obligation against the Company's receivable with respect to payment of the applicable Exercise Price; or |
| d. | by means of the relevant Participant surrendering and transferring Shares to the Company (which may include Plan Shares underlying the Award concerned) at FMV on the Exercise Date. |
| 8.3 | The Company is authorized to withhold from any Award granted or any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other Awards, other property, net settlement or any combination thereof) of applicable withholding taxes due in respect of an Award, its exercise or settlement or any payment or transfer under such Award or under the Plan and to take such other action (including providing for elective payment of such amounts in cash or Shares by the Participant) as may be necessary in the option of the Company to satisfy all obligations for the payment of such taxes |
9
| 8.4 | When an Award is exercised or settled in the form of Plan Shares, the Company shall, at the discretion of the Committee, subject to applicable law and the Company's insider trading policy: |
| a. | issue new Plan Shares to the relevant Participant; or |
| b. | transfer existing Plan Shares held by the Company to the relevant Participant, |
provided, in each case, that Plan Shares may be delivered in the form of book-entry securities representing those Plan Shares (or beneficial ownership of those Plan Shares entitling the holder to exercise or direct the exercise of voting rights attached thereto) credited to the securities account designated by the relevant Participant. Furthermore, Plan Shares may be delivered as described in the previous sentence to a Person designated by the relevant Participant, with the prior approval of the Committee, as beneficiary of his Award.
| 8.5 | If an Award is exercised or settled in the form of Plan Shares and such Award does not relate to a whole number of Plan Shares, the number of Plan Shares underlying such Award shall be rounded down to the nearest integer. |
| 9. | U.S. PARTICIPANTS |
| 9.1 | With respect to any Award subject to Section 409A IRC and Section 457A IRC, this Plan and the applicable Award Agreement are intended to comply with the requirements of Section 409A IRC and Section 457A IRC, the provisions of this Plan and such Award Agreement shall be interpreted in a manner that satisfies the requirements of Section 409A IRC and Section 457A IRC, and this Plan shall be operated accordingly. If any provision of this Plan or any term or condition of any Award subject to Section 409A IRC and Section 457A IRC would otherwise frustrate or conflict with this intent, the provision, term or condition will be interpreted and deemed amended so as to avoid this conflict. |
| 9.2 | Notwithstanding any provision of this Plan to the contrary or any Award Agreement, a termination of employment shall not deemed to have occurred for purposes of any provision of an Award that is subject to Section 409A IRC providing for payment upon or following a termination of a Participant's employment unless such termination is also a "separation from service" and, for purposes of any such provision of such Award, references to a "termination", "termination of employment" or like terms shall mean "separation from service". |
| 9.3 | If all or part of any payments made, or other benefits conferred, under any Award subject to Section 409A IRC constitutes deferred compensation for purposes of Section 409A IRC as a result of a "separation from service" of the relevant Participant (other than due to his death) within the meaning of Section 409A IRC while such Participant is a "specified employee" under Section 409A IRC, then such payment or benefit shall not be made or conferred until six months and one business day have elapsed after the date of such "separation from service", except as permitted under Section 409A IRC. |
| 9.4 | If an Award subject to Section 409A IRC includes a "series of installment payments" within the meaning of Section 1.409A-2(b)(2)(iii) of the United States Treasury Regulations, the right of the relevant Participant to such series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if such an Award includes "dividend equivalents" within the meaning of Section 1.409A-3(e) of the United States Treasury Regulations, the right of the relevant Participant to such dividend equivalents shall be treated separately from the right to other amounts or other benefits under such Award. |
| 9.5 | For any Award subject to Section 409A IRC or Section 457A IRC that provides for accelerated distribution on a Change of Control of amounts that constitute "deferred compensation" as defined in Section 409A IRC and Section 457A IRC, if the event that constitutes such Change of Control does not also constitute a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company's assets (in either case, as defined in Section 409A IRC), such amount shall not be distributed on such Change of Control but instead shall vest as of the date of such Change of Control and shall be paid on the scheduled payment date specified in the applicable Award Agreement, except to the extent that earlier distribution would not result in the relevant Participant incurring any additional tax, penalty, interest or other expense under Section 409A IRC and Section 457A IRC. |
| 9.6 | Notwithstanding the foregoing in this Article 9, the tax treatment of the benefits provided under this Plan or any Award Agreement is not warranted or guaranteed, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by a U.S. Participant on account of non-compliance with Section 409A IRC and Section 457A IRC. |
10
| 9.7 | Notwithstanding any provision of this Plan to the contrary or any Award Agreement, in the event the Committee determines that any Award may be subject to Section 409A IRC or Section 457A IRC, the Committee may adopt such amendments to this Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Committee determined are necessary or appropriate to: |
| a. | exempt the Award from Section 409A IRC or Section 457A IRC and/or preserve the intended tax treatment of the benefits provided with respect to the Award; or |
| b. | comply with the requirements of Section 409A IRC or Section 457A IRC and thereby avoid the application of any adverse tax consequences under such Sections. |
| 10. | LEAVER |
| 10.1 | If a Participant becomes a Good Leaver, unless otherwise determined by the Committee or set forth in an Award Agreement: |
| a. | all vested Awards that have not yet been exercised or settled must be exercised or settled in accordance with their terms within a period specified by the Committee and, if such Awards are not exercised or (through no fault of the Participant concerned) not settled within such period, they shall be cancelled automatically without compensation for the loss of such Awards; and |
| b. | all unvested Awards of such Participant shall be cancelled automatically without compensation for the loss of the such Awards, unless the Committee decides otherwise. |
| 10.2 | If a Participant becomes a Bad Leaver, all vested Awards of such Participant which have not been exercised or settled, as well as all unvested Awards of such Participant, shall be cancelled automatically without compensation for the loss of such Awards. |
| 11. | CHANGE OF CONTROL |
| 11.1 | If long-term incentive awards are granted in assumption of, or in substitution or exchange for, outstanding Awards in connection with a Change of Control and the Committee has determined that such awards are sufficiently equivalent to the outstanding Awards concerned, then such outstanding Awards shall be cancelled and terminated upon the replacement awards being granted to the Participants concerned. |
| 11.2 | If, in connection with a Change of Control, outstanding Awards are not replaced by long-term incentive awards as described in Article 11.1, or are replaced by long-term incentive awards which the Committee does not consider to be sufficiently equivalent to such outstanding Awards, then such Awards shall settle in full, unless the Committee decides otherwise. |
| 11.3 | For purposes of this Article 11, awards shall not be considered to be "sufficiently equivalent" to outstanding Awards, if the underlying securities are not widely held and publicly traded on a regulated national stock exchange. |
| 12. | LOCK-UP |
| 12.1 | In connection with any registration of the Company's securities, to the extent requested by the Company or the underwriters managing any public offering of the Company's securities, and except (a) as otherwise approved by the Committee, or (b) pursuant to any exceptions approved by the underwriters, Shares acquired by a Participant pursuant to the issuance, vesting, exercise, or settlement of any Award granted under the Plan may not be sold, transferred, or otherwise disposed of prior to such period following the effective date of such registration as designated by the underwriters, not to exceed 180 days following such registration. |
| 12.2 | The Company may impose stop-transfer instructions with respect to the Shares subject to the restriction stipulated by Article 12.1 until the end of the lock-up period referred to in that provision. |
11
| 13. | Malus and clawback |
| 13.1 | The Board may at its sole discretion, and acting in good faith, resolve to apply a malus and/or claw back and postpone, reduce, cancel, or recover any variable remuneration awarded to a Participant in the Award Agreement and under this Plan. |
| 13.2 | In case of an Executive Officer, the non-executive officers of the Company after alignment with the Committee, may apply a malus and/or claw back and postpone, reduce, cancel, or recover any variable remuneration awarded to an Executive Officer under this Plan. |
| 13.3 | In any such case, the Board, and the non-executive officers of the Company in case of an Executive Officer after alignment with the Committee, shall take into account all relevant factors, including whether the assertion of a malus and/or clawback claim may in its opinion prejudice the interests of the Company and/or any group Company in any related proceeding or investigation. |
| 14. | DATA PROTECTION |
| 14.1 | The Company may process personal data relating to the Participants in connection with the administration and operation of this Plan. The personal data of the Participants which may be processed in this respect may include a copy of an identification document, contact details and bank and securities account numbers. Each Participant's personal data shall be stored by the Company for such time period as is necessary to administer such Participant's participation in the Plan or as otherwise permitted under applicable law. |
| 14.2 | Each Participant's personal data shall be handled by the Company in a proper and careful manner in accordance with applicable law, including the General Data Protection Regulation (GDPR) and the rules and regulations promulgated pursuant thereto. Participants have the right to lodge complaints with an applicable supervisory authority regarding the Company's processing of personal data pursuant to this Plan. |
| 14.3 | The Company shall implement technical and organizational measures designed to protect personal data processed pursuant to Article 13.1. Personnel or third parties that have access to such personal data shall be bound by confidentiality obligations. |
| 14.4 | The Company shall abide by any statutory rights the Participants may have regarding their respective personal data processed pursuant to Article 13.1, which includes the right to access, rectification, erasure, restriction of processing, objection to processing and portability of such personal data. |
| 14.5 | In connection with the administration and operation of this Plan, the Company may transfer personal data processed pursuant to Article 13.1 to one or more third parties, provided that there is a legitimate interest in doing so. Where such third parties are located outside the European Economic Area in countries that are not considered to provide for an adequate level of data protection, the Company shall ensure that sufficient data protection safeguards are put in place, failing which explicit consent for such transfer shall be obtained from the Participant(s) concerned. |
| 14.6 | The contact details of the Company's data protection officer can be found on the Company's intranet or otherwise can be obtained from the Company's General Counsel. |
| 14.7 | The Company may establish one or more privacy policies providing further information on data protection and applying to the processing of personal data of the Participants by the Company in connection with the administration and operation of this Plan. |
| 15. | AMENDMENTS and termination |
| 15.1 | Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in this Plan, pursuant to a resolution to that effect, the Board may amend, alter, suspend, supplement or terminate this Plan or any portion thereof, provided that no such amendment, alteration, suspension, supplementation or termination shall take effect without approval of the General Meeting, if such approval is required by applicable law or stock exchange rules. |
12
| 15.2 | Notwithstanding anything to the contrary in the Plan, the Committee may amend the Plan or any Award Agreement in such manner as may be necessary or desirable to enable the Plan or such Award Agreement to achieve its stated purposes in any jurisdiction in a tax-efficient manner and in compliance with local laws, rules and regulations to recognize differences in local law, tax policy or custom. The Committee also may impose conditions on the exercise or vesting of Awards in order to minimize the Company's obligation with respect to tax equalization for Participants on assignments outside their home country. |
| 16. | GOVERNING LAW AND JURISDICTION |
This Plan shall be governed by and shall be construed in accordance with the laws of the Netherlands. Subject to Article 3.1 paragraph 3.1.3(g)., any dispute arising in connection with these rules shall be submitted to the exclusive jurisdiction of the competent court in Amsterdam, the Netherlands.
13
Schedule
1
Template Award Agreement
AWARD AGREEMENT DATED [DATE]
BETWEEN
| 1. | SCHMID Group N.V., a Dutch public limited liability company (naamloze vennootschap), having its corporate seat at Robert-Bosch-Str. 32-36, 72250 Freudenstadt, Germany (commercial register number: 89188276) (the "Company"); and |
| 2. | [details of Participant] (the "Participant"). |
NOW HEREBY AGREE AS FOLLOWS
| 1.1 | Capitalized terms used herein have the meanings ascribed thereto in the Company's share incentive plan (the "Plan"). |
| 1.2 | In the event of a conflict among the provisions of the Plan, this agreement and/or any descriptive materials concerning the Award governed by this agreement provided to the Participant, the provisions of the Plan will prevail. |
| 1.3 | The Participant has been granted an Award on the terms and subject to the conditions set out in the Plan and below: Form of Award : [number] Unrestricted Shares |
| 1.4 | Grant Date | : [date] |
| [Exercise Price] | : [[FMV] [other price] per Unrestricted Share |
| Automatic settlement | : Yes |
| Expiration Date | : [date] |
| Performance-based | : [Yes, as specified below] [No] |
| Delivery schedule | : Not applicable |
| [Good Leaver | : In case of the Participant becoming a Good Leaver, all Awards that have not yet been settled must be settled in accordance with their terms within [period] after the Participant became a Good Leaver.] |
| Acceptance | : before [date] by returning a countersigned copy of this Award Agreement |
| 1.5 | [The following Performance Criteria relating to the Company's performance apply with respect to this Award (determined on a consolidated basis):] |
| 1.6 | [The following Performance Criteria relating to the Participant's performance apply with respect to this Award:] |
14
| 1.7 | The Participant grants an irrevocable power of attorney to the Company, with full right of substitution, to perform on the Participant's behalf all acts necessary for or conducive to the administration and operation of the Plan, including the following matters (in each case consistent with and subject to the terms of this Plan): |
| a. | delivery of Plan Shares underlying Awards upon the settlement of such Awards in accordance with their terms; |
| b. | effecting a cashless exercise of Awards; and |
| c. | effecting a cancellation, termination and/or transfer to the Company of Awards in case the Participant would become a Bad Leaver. |
| 1.8 | The power of attorney granted above also extends to the performance of acts of disposition (beschikkingshandelingen). The Company may act as counterparty of the Participant when acting under such power of attorney. |
| 1.9 | This agreement shall be governed by and shall be construed in accordance with the laws of the Netherlands. Any dispute arising in connection with this agreement shall be resolved in accordance with the dispute resolution provisions of the Plan. |
(Signature page follows)
15
| SCHMID Group N.V. | |
| Name: | |
| Title: |
Confirmation of Acceptance
I, ________________________, have read and understand the contents of this Award Agreement and the Plan and hereby agree to be bound by the terms and conditions set out therein.
| [Participant] |
Exhibit 99.1
SCHMID Group N.V. Provides Q1 2026 Business Update and Balance-sheet Strengthening
Freudenstadt, Germany, April 27, 2026– SCHMID Group N.V. (NASDAQ: SHMD) (the “Company” or "SCHMID"), a global leader in providing solutions to the high-tech electronics, glass, and energy systems industries, today provides an update on its operational development following the completion of the first quarter of 2026.
Operational Update for the first quarter ended March 31, 2026
In the first quarter of 2026, the Company recorded order intake of €13.6 million and generated revenues of €18.2 million. As in prior years, the first quarter reflects generally the softest period in terms of order intake and revenue contribution. The order book stood at €49 million at the end of the quarter. Order intake and order book figures relate exclusively to orders for equipment and does not include orders associated with services or spare parts.
Based on current visibility and business momentum especially in China, SCHMID reaffirms its full-year 2026 guidance. The Company continues to expect revenues exceeding €100 million, an Adjusted EBITDA margin exceeding 12% and order intake of approximately €114 million for the fiscal year 2026.
The financial information presented in this press release for the first quarter of 2026 is preliminary and unaudited. Actual results may differ from the preliminary estimates presented herein. Order intake and order backlog are operational metrics used by management to evaluate the Company’s business activity and visibility of future revenue. These metrics are not measures defined under International Financial Reporting Standards (“IFRS”) and may not be comparable to similarly titled measures used by other companies.
Adjusted EBITDA is a non-IFRS financial measure. The Company defines Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, adjusted to exclude certain non-recurring or non-operational items. Because Adjusted EBITDA excludes items that may be included in the most directly comparable IFRS measure, investors should not consider Adjusted EBITDA in isolation or as a substitute for measures prepared in accordance with IFRS. The Company is unable to provide a reconciliation of forward-looking Adjusted EBITDA guidance to the most directly comparable IFRS financial measure without unreasonable effort because certain items that impact such measures are uncertain, out of the Company’s control and cannot be reasonably predicted.
Conversions of Convertible Notes by Institutional Investor
Following the issuance of the second tranche of the USD 30 million convertible notes financing on March 5, 2026 as announced in the Report on Form 6-K of the Company dated March 6, 2026, the purchasers of the convertible notes have issued six separate conversion notices converting a total of USD 12 million in principal amount for an aggregate of 2,197,898 new ordinary shares of the Company. As a result, as of the date of this Report on Form 6-K, the outstanding number of shares has increased to 57,800,864 (including 5,000,000 non-voting earn-out shares held by Anette Schmid and Christian Schmid, which are subject to cancellation on April 30, 2027 should the share price not reach USD 15.00, in relation to 2,500,000 earn-out shares, or USD 18.00, in relation to the other 2,500,000 earn-out shares).
Share Issuances to Anette Schmid, Christian Schmid, Christine Schmid and Schmid Grundstücke GmbH & Co KG to off-set financial liabilities
On April 24, 2026, SCHMID Group N.V. (the "Company") entered into separate subscription agreements and separate set-off agreements with Anette Schmid, Christian Schmid, Christine Schmid and Schmid Grundstücke GmbH & Co KG to off-set financial liabilities in an aggregate amount of EUR 30.75 million. In connection with these agreements, the Company entered into debt assumption agreements with the Company's fully-owned subsidiary, Gebr. Schmid GmbH. Pursuant to the subscription agreements the Company has agreed, subject to the approval by a shareholders' meeting of the Company to be held on May 20, 2026, to issue and sell to Anette Schmid, Christian Schmid, Christine Schmid and Schmid Grundstücke GmbH & Co KG in private placements a number of shares of the Company determined by dividing the EUR 30.75 million by the 5-trading day volume-weighted average price (VWAP) of the Company's shares immediately preceding the approval by the board of directors' of the Company of the share issuances following the shareholders' meeting on May 20, 2026. Only in relation to EUR 2.4 million of the aggregate financial liabilities (to be set-off in relation to the financial liabilities to Christine Schmid), the share price will be determined in relation to the 5-trading day VWAP applying a 20% discount.
Both the conversion of parts of the outstanding convertible notes and the conversions of the various financial liabilities will strengthen the Company’s balance sheet, reduce leverage and enhance financial flexibility as well as further align key stakeholders' interest with the Company’s long-term performance.
Forward-looking Statements
This press release may contain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements in this press release include, but are not limited to, statements regarding the Company’s preliminary first quarter 2026 results, financial outlook for fiscal year 2026, expected order intake and revenue growth, anticipated demand trends, and other statements that are not historical facts. These forward-looking statements can include statements regarding our expectations with respect to future performance and the anticipated timing of certain commercial or financing activities, expected timing and completion of the private placement and use of proceeds related thereto. There are a significant number of factors that could cause actual results to differ materially from the statements made in this press release, including: geopolitical events, conflicts or wars, including trade wars, macroeconomic trends including changes in inflation or interest rates, or other events beyond our control on the overall economy, our business and those of our customers and suppliers, including due to supply chain disruptions and expense increases; our limited operating history as a public company; our current dependence on sales to a limited number of customers for most of our revenues; supply chain interruptions and expense increases; unexpected delays in new product introductions; our ability to expand our operations and market share in Europe and the U.S.; the effects of competition; and the risk that our technology could have undetected defects or errors. Additional risks and uncertainties that could affect our financial results are included under “Item 3. Key Information – 3.D. Risk Factors” in our annual report on Form 20-F filed with the SEC February 13, 2026, which is available on the SEC’s website at www.sec.gov. Additional information will also be set forth in other filings that we make with the SEC from time to time. All forward-looking statements in this press release are based on information available to us as of the date hereof, and we do not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by applicable law.
About The SCHMID Group
The SCHMID Group is a world-leading global solutions provider for the high-tech electronic, photovoltaics, glass, and energy systems industries, with its headquarters based in Freudenstadt, Germany. Founded in 1864, today it employs approximately 700 staff members worldwide, and has technology centers and manufacturing sites in multiple locations including Germany and China, in addition to several sales and service locations globally. The Group focuses on developing customized equipment and process solutions for multiple industries including electronics, renewables, and energy storage. Our system and process solutions for the manufacture of substrates, printed circuit boards and other electrical components ensure the highest technology levels, high yields with low production costs, maximized efficiency, quality, and sustainability in green production processes.
Learn more at www.schmid-group.com